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                                                                   EXHIBIT 10.23

                                THE CORPORATEplan

                                FOR RETIREMENT(SM)

                       FIDELITY BASIC PLAN DOCUMENT NO. 02

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                                THE CORPORATEplan

                               FOR RETIREMENT(SM)

                                    Preamble.

                         Article 1. Adoption Agreement.

                             Article 2. Definitions.
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2.01.    Definitions.............................................................1
2.02.    Pronouns...............................................................11
2.03.    Special Effective Dates................................................11

                               Article 3. Service.

3.01.    Crediting of Eligibility Service.......................................11
3.02.    Re-Crediting of Eligibility Service Following Termination of
            Employment..........................................................12
3.03.    Crediting of Vesting Service...........................................12
3.04.    Application of Vesting Service to a Participant's Account Following
            a Break in Vesting Service..........................................12
3.05.    Service with Predecessor Employer......................................13
3.06.    Change in Service Crediting............................................13

                            Article 4. Participation.

4.01.    Date of Participation..................................................13
4.02.    Transfers Out of Covered Employment....................................13
4.03.    Transfers Into Covered Employment......................................14
4.04.    Resumption of Participation Following Reemployment.....................14

                            Article 5. Contributions.

5.01.    Contributions Subject to Limitations...................................14
5.02.    Compensation Taken into Account in Determining Contributions...........14
5.03.    Deferral Contributions.................................................15
5.04.    Employee Contributions.................................................15
5.05.    No Deductible Employee Contributions...................................15
5.06.    Rollover Contributions.................................................15
5.07.    Qualified Nonelective Employer Contributions...........................16
5.08.    Matching Employer Contributions........................................17
5.09.    Qualified Matching Employer Contributions..............................18
5.10.    Nonelective Employer Contributions.....................................18
5.11.    Vested Interest in Contributions.......................................20
5.12.    Time for Making Contributions..........................................20
5.13.    Return of Employer Contributions.......................................21

                    Article 6. Limitations on Contributions.

6.01.    Special Definitions....................................................21
6.02.    Code Section 402(g) Limit on Deferral Contributions....................28
6.03.    Additional Limit on Deferral Contributions.............................28
6.04.    Allocation and Distribution of "Excess Contributions"..................29
6.05.    Reductions in Deferral Contributions to Meet Code Requirements.........30
6.06.    Limit on Matching Employer Contributions and Employee Contributions....30
6.07.    Allocation, Distribution, and Forfeiture of "Excess Aggregate
            Contributions"......................................................31
6.08.    Aggregate Limit on "Contribution Percentage Amounts" and "Includable
            Contributions"......................................................31
6.09.    Income or Loss on Distributable Contributions..........................32
6.10.    Deemed Satisfaction of "ADP" Test......................................32
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6.11.    Deemed Satisfaction of "ACP" Test With Respect to Matching Employer
            Contributions.......................................................33
6.12.    Code Section 415 Limitations...........................................34

                       Article 7. Participants' Accounts.

7.01.    Individual Accounts....................................................37
7.02.    Valuation of Accounts..................................................37

                     Article 8. Investment of Contributions.

8.01.    Manner of Investment...................................................37
8.02.    Investment Decisions...................................................38
8.03.    Participant Directions to Trustee......................................39

                          Article 9. Participant Loans.

9.01.    Special Definitions....................................................39
9.02.    Participant Loans......................................................39
9.03.    Separate Loan Procedures...............................................39a
9.04.    Availability of Loans..................................................39a
9.05.    Limitation on Loan Amount..............................................40
9.06.    Interest Rate..........................................................40
9.07.    Level Amortization.....................................................40
9.08.    Security...............................................................40
9.09.    Transfer and Distribution of Loan Amounts from Permissible
            Investments.........................................................40
9.10.    Default................................................................40
9.11.    Effect of Termination Where Participant has Outstanding Loan
            Balance.............................................................41
9.12.    Deemed Distributions Under Code Section 72(p)..........................41
9.13.    Determination of Account Value Upon Distribution Where Plan Loan is
            Outstanding.........................................................42

                       Article 10. In-Service Withdrawals.

10.01.   Availability of In-Service Withdrawals.................................42
10.02.   Withdrawal of Employee Contributions...................................42
10.03.   Withdrawal of Rollover Contributions...................................42
10.04.   Age 59 1/2 Withdrawals.................................................42
10.05.   Hardship Withdrawal....................................................42
10.06.   Preservation of Prior Plan In-Service Withdrawal Rules.................44
10.07.   Restrictions on In-Service Withdrawals.................................45
10.08.   Distribution of Withdrawal Amounts.....................................45

                         Article 11. Right to Benefits.

11.01.   Normal or Early Retirement.............................................45
11.02.   Late Retirement........................................................45
11.03.   Disability Retirement..................................................45
11.04.   Death..................................................................46
11.05.   Other Termination of Employment........................................46
11.06.   Application for Distribution...........................................46
11.07.   Application of Vesting Schedule Following Partial Distribution.........46
11.08.   Forfeitures............................................................47
11.09.   Application of Forfeitures.............................................47
11.10.   Reinstatement of Forfeitures...........................................48
11.11.   Adjustment for Investment Experience...................................48

                           Article 12. Distributions.

12.01.   Restrictions on Distributions..........................................48
12.02.   Timing of Distribution Following Retirement or Termination of
            Employment..........................................................49
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<S>                                                                             <C>
12.03.   Participant Consent to Distribution....................................49
12.04.   Required Commencement of Distribution to Participants..................50
12.05.   Required Commencement of Distribution to Beneficiaries.................50
12.06.   Whereabouts of Participants and Beneficiaries..........................51

                        Article 13. Form of Distribution.

13.01.   Normal Form of Distribution Under Profit Sharing Plan..................51
13.02.   Cash Out of Small Accounts.............................................52
13.03.   Minimum Distributions..................................................52
13.04.   Direct Rollovers.......................................................53
13.05.   Notice Regarding Timing and Form of Distribution.......................54
13.06.   Determination of Method of Distribution................................55
13.07.   Notice to Trustee......................................................55

            Article 14. Superseding Annuity Distribution Provisions.

14.01.   Special Definitions....................................................55
14.02.   Applicability..........................................................56
14.03.   Annuity Form of Payment................................................56
14.04.   "Qualified Joint and Survivor Annuity" and "Qualified Preretirement
            Survivor Annuity Requirements"......................................56
14.05.   Waiver of the "Qualified Joint and Survivor Annuity" and/or
            "Qualified Preretirement Survivor Annuity Rights"...................57
14.06.   Spouse's Consent to Waiver.............................................58
14.07.   Notice Regarding "Qualified Joint and Survivor Annuity"................58
14.08.   Notice Regarding "Qualified Preretirement Survivor Annuity"............58
14.09.   Former Spouse..........................................................59

                        Article 15. Top-Heavy Provisions.

15.01.   Definitions............................................................59
15.02.   Application............................................................61
15.03.   Minimum Contribution...................................................61
15.04.   Modification of Allocation Provisions to Meet Minimum Contribution
            Requirements........................................................62
15.05.   Adjustment to the Limitation on Contributions and Benefits.............63
15.06.   Accelerated Vesting....................................................64
15.07.   Exclusion of Collectively-Bargained Employees..........................64

                     Article 16. Amendment and Termination.

16.01.   Amendments by the Employer that do Not Affect Prototype Status.........64
16.02.   Amendments by the Employer that Affect Prototype Status................65
16.03.   Amendments by the Mass Submitter Sponsor and the Prototype Sponsor.....65
16.04.   Amendments Affecting Vested and/or Accrued Benefits....................65
16.05.   Retroactive Amendments.................................................66
16.06.   Termination............................................................66
16.07.   Distribution upon Termination of the Plan..............................66
16.08.   Merger or Consolidation of Plan; Transfer of Plan Assets...............66

     Article 17. Amendment and Continuation of Prior Plan; Transfer of Funds
                        to or from Other Qualified Plans.

17.01.   Amendment and Continuation of Prior Plan...............................67
17.02.   Transfer of Funds from an Existing Plan................................67
17.03.   Acceptance of Assets by Trustee........................................69
17.04.   Transfer of Assets from Trust..........................................69

                           Article 18. Miscellaneous.

18.01.   Communication to Participants..........................................70
18.02.   Limitation of Rights...................................................70
18.03.   Nonalienability of Benefits............................................71
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<S>                                                                             <C>
18.04.   Qualified Domestic Relations Orders Procedures.........................71
18.05.   Additional Rules for Paired Plans......................................72
18.06.   Application of Plan Provisions in Multiple Employer Plans..............72
18.07.   Veterans Reemployment Rights...........................................72
18.08.   Facility of Payment....................................................72
18.09.   Information between Employer and Trustee...............................73
18.10.   Effect of Failure to Qualify Under Code................................73
18.11.   Directions, Notices and Disclosure.....................................73
18.12.   Governing Law..........................................................73

                        Article 19. Plan Administration.

19.01.   Powers and Responsibilities of the Administrator.......................73
19.02.   Nondiscriminatory Exercise of Authority................................74
19.03.   Claims and Review Procedures...........................................74
19.04.   Named Fiduciary........................................................75
19.05.   Costs of Administration................................................75

                          Article 20. Trust Agreement.

20.01.   Acceptance of Trust Responsibilities...................................75
20.02.   Establishment of Trust Fund............................................75
20.03.   Exclusive Benefit......................................................75
20.04.   Powers of Trustee......................................................75
20.05.   Accounts...............................................................77
20.06.   Approval of Accounts...................................................77
20.07.   Distribution from Trust Fund...........................................77
20.08.   Transfer of Amounts from Qualified Plan................................78
20.09.   Transfer of Assets from Trust..........................................78
20.10.   Separate Trust or Fund for Existing Plan Assets........................78
20.11.   Self-Directed Brokerage Option.........................................79
20.12.   Employer Stock Investment Option.......................................80
20.13.   Voting; Delivery of Information........................................85
20.14.   Compensation and Expenses of Trustee...................................85
20.15.   Reliance by Trustee on Other Persons...................................85
20.16.   Indemnification by Employer............................................86
20.17.   Consultation by Trustee with Counsel...................................86
20.18.   Persons Dealing with the Trustee.......................................86
20.19.   Resignation or Removal of Trustee......................................86
20.20.   Fiscal Year of the Trust...............................................87
20.21.   Discharge of Duties by Fiduciaries.....................................87
20.22.   Amendment..............................................................87
20.23.   Plan Termination.......................................................87
20.24.   Permitted Reversion of Funds to Employer...............................87
20.25.   Governing Law..........................................................88
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Preamble.

This prototype plan consists of three parts: (1) an Adoption Agreement that is a
separate document incorporated by reference into this Basic Plan Document; (2)
this Basic Plan Document; and (3) a Trust Agreement that is a part of this Basic
Plan Document and is found in Article 20. Each part of the prototype plan
contains substantive provisions that are integral to the operation of the plan.
The Adoption Agreement is the means by which an adopting Employer elects the
optional provisions that shall apply under its plan. The Basic Plan Document
describes the standard provisions elected in the Adoption Agreement. The Trust
Agreement describes the powers and duties of the Trustee with respect to plan
assets.

The prototype plan is intended to qualify under Code Section 401(a). Depending
upon the Adoption Agreement completed by an adopting Employer, the prototype
plan may be used to implement a money purchase pension plan, a profit sharing
plan, or a profit sharing plan with a cash or deferred arrangement intended to
qualify under Code Section 401(k).

Article 1. Adoption Agreement.

Article 2. Definitions.

2.01. Definitions. Wherever used herein, the following terms have the meanings
set forth below, unless a different meaning is clearly required by the context:

          (a) "Account" means an account established for the purpose of
          recording any contributions made on behalf of a Participant and any
          income, expenses, gains, or losses incurred thereon. The Administrator
          shall establish and maintain sub-accounts within a Participant's
          Account as necessary to depict accurately a Participant's interest
          under the Plan.

          (b) "Active Participant" means any Eligible Employee who has met the
          requirements of Article 4 to participate in the Plan and who may be
          entitled to receive allocations under the Plan.

          (c) "Administrator" means the Employer adopting this Plan, as listed
          in Subsection 1.02(a) of the Adoption Agreement, or any other person
          designated by the Employer in Subsection 1.01(c) of the Adoption
          Agreement.

          (d) "Adoption Agreement" means Article 1, under which the Employer
          establishes and adopts, or amends the Plan and Trust and designates
          the optional provisions selected by the Employer, and the Trustee
          accepts its responsibilities under Article 20. The provisions of the
          Adoption Agreement shall be an integral part of the Plan.

          (e) "Annuity Starting Date" means the first day of the first period
          for which an amount is payable as an annuity or in any other form
          permitted under the Plan.

          (f) "Basic Plan Document" means this Fidelity prototype plan document,
          qualified with the National Office of the Internal Revenue Service as
          Basic Plan Document No. 02.

          (g) "Beneficiary" means the person or persons (including a trust)
          entitled under Section 11.04 or 14.04 to receive benefits under the
          Plan upon the

The CORPORATEplan for RetirementSM

Basic Plan Document 02 12/5/2001

c2001 FMRCorp.
All rights reserved.

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          death of a Participant; provided, however, that for purposes of
          Section 13.03 such term shall be applied in accordance with Code
          Section 401(a)(9) and the regulations thereunder.

          (h) "Break in Vesting Service" means a 12-consecutive-month period
          beginning on an Employee's Severance Date or any anniversary thereof
          in which the Employee is not credited with an Hour of Service.

          Notwithstanding the foregoing, the following special rules apply in
determining whether an Employee who is on leave has incurred a Break in Vesting
Service:

               (1) If an individual is absent from work because of
               "maternity/paternity leave" beyond the first anniversary of his
               Severance Date, the 12-consecutive-month period beginning on the
               individual's Severance Date shall not constitute a Break in
               Vesting Service. For purposes of this paragraph,
               "maternity/paternity leave" means a leave of absence (A) by
               reason of the pregnancy of the individual, (B) by reason of the
               birth of a child of the individual, (C) by reason of the
               placement of a child with the individual in connection with the
               adoption of such child by the individual, or (D) for purposes of
               caring for a child for the period beginning immediately following
               such birth or placement.

               (2) If an individual is absent from work because of "FMLA leave"
               and returns to employment with the Employer or a Related Employer
               following such "FMLA leave", he shall not incur a Break in
               Vesting Service during any 12-consecutive-month period beginning
               on his Severance Date or anniversaries thereof in which he is
               absent because of such "FMLA leave". For purposes of this
               paragraph, "FMLA leave" means an approved leave of absence
               pursuant to the Family and Medical Leave Act of 1993.

          (i) "Code" means the Internal Revenue Code of 1986, as amended from
          time to time.

          (j) "Compensation" means wages as defined in Code Section 3401(a) and
          all other payments of compensation to an Eligible Employee by the
          Employer (in the course of the Employer's trade or business) for
          services to the Employer while employed as an Eligible Employee for
          which the Employer is required to furnish the Eligible Employee a
          written statement under Code Sections 6041(d) and 6051(a)(3).
          Compensation must be determined without regard to any rules under Code
          Section 3401(a) that limit the remuneration included in wages based on
          the nature or location of the employment or the services performed
          (such as the exception for agricultural labor in Code Section
          3401(a)(2)).

          For any Self-Employed Individual, Compensation means Earned Income;
provided, however, that if the Employer elects to exclude specified items from
Compensation, such Earned Income shall be adjusted in a similar manner so that
it is equivalent under regulations issued under Code Section 414(s) to
Compensation for Participants who are not Self-Employed Individuals.

          Compensation shall generally be based on the amount actually paid to
the Eligible Employee during the Plan Year or, for purposes of Articles 5 and
Article 15 if so elected by the Employer in Subsection 1.05(c) of the Adoption
Agreement, during that portion of the Plan Year during which the Eligible
Employee is an Active Participant. Notwithstanding the preceding sentence,
Compensation for purposes of Section 6.12 (Code Section 415

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Limitations) shall be based on the amount actually paid or made available to the
Participant during the Limitation Year.

          If the initial Plan Year of a new plan consists of fewer than 12
months, calculated from the Effective Date listed in Subsection 1.01(g)(1) of
the Adoption Agreement through the end of such initial Plan Year, Compensation
for such initial Plan Year shall be determined as follows:

               (1) If the Plan is a profit sharing plan, for purposes of
               allocating Nonelective Employer Contributions under Section 1.11
               of the Adoption Agreement (other than Nonelective Employer
               Contributions made in accordance with the Safe Harbor Nonelective
               Employer Contributions Addendum to the Adoption Agreement) and
               determining Highly Compensated Employees under Subsection
               2.01(z), the initial Plan Year shall be the 12-month period
               ending on the last day of the Plan Year.

               (2) For purposes of Section 6.12 (Code Section 415 Limitations)
               where the Limitation Year is based on the Plan Year, the
               Limitation Year shall be the 12-month period ending on the last
               day of the Plan Year.

               (3) For all other purposes, the initial Plan Year shall be the
               period from the Effective Date listed in Subsection 1.O1 (g)(1)
               of the Adoption Agreement through the end of the initial Plan
               Year.

          The annual Compensation of each Active Participant taken into account
for determining benefits provided under the Plan for any determination period
shall not exceed the annual Compensation limit under Code Section 401(a)(17) as
in effect on the first day of the determination period. This limit shall be
adjusted by the Secretary to reflect increases in the cost of living, as
provided in Code Section 401(a)(17)(B); provided, however, that the dollar
increase in effect on January 1 of any calendar year is effective for
determination periods beginning in such calendar year. If a Plan determines
Compensation over a determination period that contains fewer than 12 calendar
months (a "short determination period"), then the Compensation limit for such
"short determination period" is equal to the Compensation limit for the calendar
year in which the "short determination period" begins multiplied by the ratio
obtained by dividing the number of full months in the "short determination
period" by 12; provided, however, that such proration shall not apply if there
is a "short determination period" because (i) the Employer elected in Subsection
1.05(c) of the Adoption Agreement to determine contributions based only on
Compensation paid during the portion of the Plan Year during which an individual
was an Active Participant, (ii) an Employee is covered under the Plan less than
a full Plan Year, or (iii) Deferral Contributions and/or Matching Employer
Contributions are contributed for each pay period during the Plan Year and are
based on Compensation for that pay period.

          (k) "Contribution Period" means the period for which Matching Employer
          and Nonelective Employer Contributions are made and calculated. The
          Contribution Period for additional Matching Employer Contributions, as
          described in Subsection 1.10(b) of the Adoption Agreement and
          Nonelective Employer Contributions is the Plan Year. The Contribution
          Period for basic Matching Employer Contributions, as described in
          Subsection 1.10(a) of the Adoption Agreement, is the period specified
          by the Employer in Subsection 1.10(c) of the Adoption Agreement.

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          (1) "Deferral Contribution" means any contribution made to the Plan by
          the Employer in accordance with the provisions of Section 5.03.

          (m) "Early Retirement Age" means the early retirement age specified in
          Subsection 1.13(b) of the Adoption Agreement, if any.

          (n) "Earned Income" means the net earnings of a Self-Employed
          Individual derived from the trade or business with respect to which
          the Plan is established and for which the personal services of such
          individual are a material income-providing factor, excluding any items
          not included in gross income and the deductions allocated to such
          items, except that net earnings shall be determined with regard to the
          deduction allowed under Code Section 164(f), to the extent applicable
          to the Employer. Net earnings shall be reduced by contributions of the
          Employer to any qualified plan, to the extent a deduction is allowed
          to the Employer for such contributions under Code Section 404.

          (o) "Effective Date" means the effective date specified by the
          Employer in Subsection 1.01(g)(1) or (2) of the Adoption Agreement
          with respect to the Plan, if this is a new plan, or with respect to
          the amendment and restatement, if this is an amendment and restatement
          of the Plan. The Employer may select special Effective Dates with
          respect to specified Plan provisions, as set forth in Section (a) of
          the Special Effective Dates Addendum to the Adoption Agreement. In the
          event that another plan is merged into and made a part of the Plan,
          the effective date of the merger shall be reflected in Section (b) of
          the Special Effective Dates Addendum to the Adoption Agreement.

If this is an amendment and restatement of the Plan, and the Plan was not
amended prior to the effective date specified by the Employer in Subsection
1.01(g) (2) of the Adoption Agreement to comply with the requirements of the
Acts specified in the Snap Off Addendum to the Adoption Agreement, the effective
dates specified in such Snap Off Addendum shall apply with respect to those
provisions specified therein. Such effective dates may be earlier than the date
specified in Subsection 1.01(g) (2) of the Adoption Agreement.

          (p) "Eligibility Computation Period" means each 12-consecutive-month
          period beginning with an Employee's Employment Commencement Date and
          each anniversary thereof.

          (q) "Eligibility Service" means an Employee's service that is taken
          into account in determining his eligibility to participate in the Plan
          as may be required under Subsection l.04(b) of the Adoption Agreement.
          Eligibility Service shall be credited in accordance with Article 3.

          (r) "Eligible Employee" means any Employee of the Employer who is in
          the class of Employees eligible to participate in the Plan. The
          Employer must specify in Subsection 1.04(c) of the Adoption Agreement
          any Employee or class of Employees not eligible to participate in the
          Plan. If Article 1 of the Employer's Plan is a Non-Standardized
          Adoption Agreement, regardless of the Employer's selection in
          Subsection 1.04(c) of the Adoption Agreement, the

4

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following Employees are automatically excluded from eligibility to participate
in the Plan:

               (1) any individual who is a signatory to a contract, letter of
               agreement, or other document that acknowledges his status as an
               independent contractor not entitled to benefits under the Plan or
               who is not otherwise classified by the Employer as a common law
               employee and with respect to whom the Employer does not withhold
               income taxes and file Form W-2 (or any replacement Form), with
               the Internal Revenue Service and does not remit Social Security
               payments to the Federal government, even if such individual is
               later adjudicated to be a common law employee; and

               (2) any Employee who is a resident of Puerto Rico.

          If the Employer elects to exclude collective bargaining employees from
the eligible class, the exclusion applies to any Employee of the Employer
included in a unit of Employees covered by an agreement which the Secretary of
Labor finds to be a collective bargaining agreement between employee
representatives and one or more employers, unless the collective bargaining
agreement requires the Employee to be covered under the Plan. The term "employee
representatives" does not include any organization more than half the members of
which are owners, officers, or executives of the Employer.

          If the Employer does not elect to exclude Leased Employees from the
eligible class, contributions or benefits provided by the leasing organization
which are attributable to services performed for the Employer shall be treated
as provided by the Employer and there shall be no duplication of benefits under
this Plan.

          (s) "Employee" means any common law employee of the Employer or a
          Related Employer, any Self-Employed Individual, and any Leased
          Employee. Notwithstanding the foregoing, a Leased Employee shall not
          be considered an Employee if Leased Employees do not constitute more
          than 20 percent of the Employer's non-highly compensated work-force
          (taking into account all Related Employers) and the Leased Employee is
          covered by a money purchase pension plan maintained by the leasing
          organization and providing (1) a nonintegrated employer contribution
          rate of at least 10 percent of compensation, as defined for purposes
          of Code Section 415(c)(3), but including amounts contributed pursuant
          to a salary reduction agreement which are excludable from gross income
          under Code Section 125, 132(f)(4), 402(e)(3), 402(h) or 403(b), (2)
          full and immediate vesting, and (3) immediate participation by each
          employee of the leasing organization.

          (t) "Employee Contribution" means any after-tax contribution made by
          an Active Participant to the Plan.

          (u) "Employer" means the employer named in Subsection 1.02(a) of the
          Adoption Agreement and any Related Employer included as an Employer
          under this Subsection 2.01(u). If Article 1 of the Employer's Plan is
          a Standardized Adoption Agreement, the term "Employer" includes all
          Related Employers; provided, however, that if an employer becomes a
          Related Employer as a result of an asset or stock acquisition, merger
          or other similar transaction, the term "Employer" shall not include
          such employer for periods prior to the earlier of (1) the date as of
          which Subsection 1.02(b) of the Adoption Agreement is amended to name
          such employer or (2) the first day of the second Plan Year beginning
          after the date of such transaction. If Article 1 of the Employer's
          Plan is a Non-Standardized Adoption Agreement, the term

5

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"Employer" includes only those Related Employers designated in Subsection
1.O2(b) of the Adoption Agreement.

          If the organization or other entity named in the Adoption Agreement is
a sole proprietor or a professional corporation and the sole proprietor of such
proprietorship or the sole shareholder of the professional corporation dies,
then the legal representative of such sole proprietor or shareholder shall be
deemed to be the Employer until such time as, through the disposition of such
sole proprietor's or sole shareholder's estate or otherwise, any organization or
other entity succeeds to the interests of the sole proprietor in the
proprietorship or the sole shareholder in the professional corporation. The
legal representative of a sole proprietor or shareholder shall be (1) the person
appointed as such by the sole proprietor or shareholder prior to his death under
a legally enforceable power of attorney, or, if none, (2) the executor or
administrator of the sole proprietor's or shareholder's estate.

          If one of the Employers designated in Subsection 1.02(b) of the
Adoption Agreement is not a Related Employer, the term "Employer" includes such
un- Related Employer and the provisions of Section 18.06 shall apply.

          (v) "Employment Commencement Date" means the date on which an Employee
          first performs an Hour of Service.

          (w) "Entry Date" means the date specified by the Employer in
          Subsection 1.04(d) or (e) of the Adoption Agreement as of which an
          Eligible Employee who has met the applicable eligibility requirements
          begins to participate in the Plan. The Employer may specify different
          Entry Dates for purposes of eligibility to participate in the Plan by
          (1) making Deferral Contributions and (2) receiving allocations of
          Matching and/or Nonelective Employer Contributions.

          (x) "ERISA" means the Employee Retirement Income Security Act of 1974,
          as from time to time amended.

          (y) "Fund Share" means the share, unit, or other evidence of ownership
          in a Permissible Investment.

          (z) "Highly Compensated Employee" means both 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 (1) at
any time during the "determination year" or the "look-back year" was a five
percent owner or (2) received Compensation from the Employer during the
"look-back year" in excess of $80,000 (as adjusted pursuant to Code Section
415(d)) and, if elected by the Employer in Section 1.06 of the Adoption
Agreement, was a member of the top-paid group for such year.

          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", unless the Employer has elected in Section 1.06 of the
Adoption Agreement to make the "look-back year" the calendar year beginning
within the preceding Plan Year.

          A highly compensated former Employee includes any Employee who
separated from service (or was deemed to have separated) prior to the
"determination

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<PAGE>

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, as
determined under the rules in effect for determining Highly Compensated
Employees for such separation year or "determination year".

          The determination of who is a Highly Compensated Employee, including
the determinations of the number and identity of Employees in the top-paid
group, shall be made in accordance with Code Section 414(q) and the Treasury
Regulations issued thereunder.

          For purposes of this Subsection 2.01(z), Compensation shall include
amounts that are not includable in the gross income of an Employee under a
salary reduction agreement by reason of the application of Code Section 125,
132(f)(4), 402(e)(3), 402(h), or 403(b).

(aa) "Hour of Service", with respect to any individual, means:

               (1) Each hour for which the individual is directly or indirectly
               paid, or entitled to payment, for the performance of duties for
               the Employer or a Related Employer, each such hour to be credited
               to the individual for the Eligibility Computation Period in which
               the duties were performed;

               (2) Each hour for which the individual is directly or indirectly
               paid, or entitled to payment, by the Employer or a Related
               Employer (including payments made or due from a trust fund or
               insurer to which the Employer contributes or pays premiums) 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,
               disability, layoff, jury duty, military duty, or leave of
               absence, each such hour to be credited to the individual for the
               Eligibility Computation Period in which such period of time
               occurs, subject to the following rules:

                    (A) No more than 501 Hours of Service shall be credited
                    under this paragraph (2) on account of any single continuous
                    period during which the individual performs no duties,
                    unless the individual performs no duties because of military
                    duty, the individual's employment rights are protected by
                    law, and the individual returns to employment with the
                    Employer or a Related Employer during the period that his
                    employment rights are protected under Federal law;

                    (B) Hours of Service shall not be credited under this
                    paragraph (2) for a payment which solely reimburses the
                    individual for medically- related expenses, or which is made
                    or due under a plan maintained solely for the purpose of
                    complying with applicable worker's compensation,
                    unemployment compensation or disability insurance laws; and

                    (C) If the period during which the individual performs no
                    duties falls within two or more Eligibility Computation
                    Periods and if the payment made on account of such period is
                    not calculated on the basis of units of time, the Hours of
                    Service credited with respect to such period shall be
                    allocated between not more than the first two such
                    Eligibility Computation Periods on any reasonable basis
                    consistently applied with respect to similarly situated
                    individuals;

7

<PAGE>

               (3) Each hour not counted under paragraph (1) or (2) for which he
               would have been scheduled to work for the Employer or a Related
               Employer during the period that he is absent from work because of
               military duty, provided the individual's employment rights are
               protected under Federal law and the individual returns to work
               with the Employer or a Related Company during the period that his
               employment rights are protected, each such hour to be credited to
               the individual for the Eligibility Computation Period for which
               he would have been scheduled to work; and

               (4) Each hour not counted under paragraph (1), (2), or (3) for
               which back pay, irrespective of mitigation of damages, has been
               either awarded or agreed to be paid by the Employer or a Related
               Employer, shall be credited to the individual for the Eligibility
               Computation Period to which the award or agreement pertains
               rather than the Eligibility Computation Period in which the
               award, agreement, or payment is made.

          For purposes of paragraphs (2) and (4) above, Hours of Service shall
be calculated in accordance with the provisions of Section 2530.200b-2(b) of the
Department of Labor regulations, which are incorporated herein by reference.

          Notwithstanding any other provision of this Subsection to the
contrary, the Employer may elect to credit Hours of Service in accordance with
any of the equivalencies set forth in paragraphs (d), (e), or (f) of Department
of Labor Regulations Section 2530.200b-3.

(bb) "Inactive Participant" means any individual who was an Active Participant,
but is no longer an Eligible Employee and who has an Account under the Plan.

(cc) "Leased Employee" means any individual who provides services to the
Employer or a Related Employer (the "recipient") but is not otherwise an
employee of the recipient if (1) such services are provided pursuant to an
agreement between the recipient and any other person (the "leasing
organization"), (2) such individual has performed services for the recipient (or
for the recipient and any related persons within the meaning of Code Section
414(n)(6)) on a substantially full-time basis for at least one year, and (3)
such services are performed under primary direction of or control by the
recipient. The determination of who is a Leased Employee shall be made in
accordance with any rules and regulations issued by the Secretary of the
Treasury or his delegate.

(dd) "Limitation Year" means the 12-consecutive-month period designated by the
Employer in Subsection 1.01(f) of the Adoption Agreement. If no other Limitation
Year is designated by the Employer, the Limitation Year shall be the calendar
year. All qualified plans of the Employer and any Related Employer must use the
same Limitation Year. If the Limitation Year is amended to a different
12-consecutive-month period, the new Limitation Year must begin on a date within
the Limitation Year in which the amendment is made.

(ee) "Matching Employer Contribution" means any contribution made by the
Employer to the Plan in accordance with Section 5.08 or 5.09 on account of an
Active Participant's Deferral Contributions.

(ff) "Mass Submitter Sponsor" means Fidelity Management & Research Company or
its successor.

8

<PAGE>

(gg) "Nonelective Employer Contribution" means any contribution made by the
Employer to the Plan in accordance with Section 5.10.

(hh) "Non-Highly Compensated Employee" means any Employee who is not a Highly
Compensated Employee.

(ii) "Normal Retirement Age" means the normal retirement age specified in
Subsection 1.13(a) of the Adoption Agreement. If the Employer enforces a
mandatory retirement age in accordance with Federal law, the Normal Retirement
Age is the lesser of that mandatory age or the age specified in Subsection
1.13(a) of the Adoption Agreement.

(jj) "Participant" means any individual who is either an Active Participant or
an Inactive Participant.

(kk) "Permissible Investment" means the investments specified by the Employer as
available for investment of assets of the Trust and agreed to by the Trustee and
the Prototype Sponsor. The permissible Investments under the Plan shall be
listed in the Service Agreement.

(11) "Plan" means the plan established by the Employer in the form of the
prototype plan, as set forth herein as a new plan or as an amendment to an
existing plan, by executing the Adoption Agreement, together with any and all
amendments hereto.

(mm) "Plan Year" means the 12-consecutive-month period ending on the date
designated by the Employer in Subsection 1.01(d) of the Adoption Agreement,
except that the initial Plan Year of a new Plan may consist of fewer than 12
months, calculated from the Effective Date listed in Subsection 1.01(g)(1) of
the Adoption Agreement through the end of such initial Plan Year, in which event
Compensation for such initial Plan Year shall be treated as provided in
Subsection 2.01(j).

(nn) "Prototype Sponsor" means Fidelity Management & Research Company or its
successor.

(oo) "Qualified Matching Employer Contribution" means any contribution made by
the Employer to the Plan on account of Deferral Contributions or Employee
Contributions made by or on behalf of Active Participants in accordance with
Section 5.09, that may be included in determining whether the Plan meets the
"ADP" test described in Section 6.03.

(pp) "Qualified Nonelective Employer Contribution" means any contribution made
by the Employer to the Plan on behalf of Non-Highly Compensated Employees in
accordance with Section 5.07, that may be included in determining whether the
Plan meets the "ADP" test described in Section 6.03 or the "ACP" test described
in Section 6.06.

(qq) "Reemployment Commencement Date" means the date on which an Employee who
terminates employment with the Employer and all Related Employers first performs
an Hour of Service following such termination of employment.

(rr) "Related Employer" means any employer other than the Employer named in
Subsection 1.02(a) of the Adoption Agreement if the Employer and such other
employer are members of a controlled group of corporations (as defined in Code
Section 414(b)) or an affiliated service group (as defined in Code

9

<PAGE>

Section 414(m)), or are trades or businesses (whether or not incorporated) which
are under common control (as defined in Code Section 414(c)), or such other
employer is required to be aggregated with the Employer pursuant to regulations
issued under Code Section 414(o); provided, however, that if Article 1 of the
Employer's Plan is a Standardized Adoption Agreement, for purposes of Subsection
1.02(b) of the Adoption Agreement, the term "Related Employer" shall not include
any employer that becomes a Related Employer as a result of an asset or stock
acquisition, merger or other similar transaction with respect to any period
prior to the earlier of (1) the date as of which Subsection 1.02(b) of the
Adoption Agreement is amended to name such employer or (2) the first day of the
second Plan Year beginning after the date of such transaction.

(ss) "Required Beginning Date" means:

               (1) for a Participant who is not a five percent owner, April 1 of
               the calendar year following the calendar year in which occurs the
               later of (i) the Participant's retirement or (ii) the
               Participant's attainment of age 70 1/2; provided, however, that a
               Participant may elect to have his Required Beginning Date
               determined without regard to the provisions of clause (i).

               (2) for a Participant who is a five percent owner, April 1 of the
               calendar year following the calendar year in which the
               Participant attains age 70 1/2.

          Once the Required Beginning Date of a five percent owner or a
Participant who has elected to have his Required Beginning Date determined in
accordance with the provisions of Section 2.01(ss)(1)(ii) has occurred, such
Required Beginning Date shall not be re-determined, even if the Participant
ceases to be a five percent owner in a subsequent year or continues in
employment with the Employer or a Related Employer.

          For purposes of this Subsection 2.01(ss), a Participant is treated as
a five percent owner if such Participant is a five percent owner as defined in
Code Section 416(i) (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 70 1/2.

(tt) "Rollover Contribution" means any distribution from a qualified plan (or an
individual retirement account holding only assets allocable to a distribution
from a qualified plan) that an Employee elects to contribute to the Plan in
accordance with the provisions of Section 5.06.

(uu) "Self-Employed Individual" means an individual who has Earned Income for
the taxable year from the Employer or who would have had Earned Income but for
the fact that the trade or business had no net profits for the taxable year,
including, but not limited to, a partner in a partnership, a sole proprietor, a
member in a limited liability company or a shareholder in a subchapter S
corporation.

(vv) "Service Agreement" means the agreement between the Employer and the
Prototype Sponsor (or an agent or affiliate of the Prototype Sponsor) relating
to the provision of investment and other services to the Plan and shall include
any addendum to the agreement and any other separate written

10

<PAGE>

agreement between the Employer and the Prototype Sponsor (or an agent or
affiliate of the Prototype Sponsor) relating to the provision of services to the
Plan.

(ww) "Severance Date" means the earlier of (i) the date an Employee retires,
dies, quits, or is discharged from employment with the Employer and all Related
Employers or (ii) the 12-month anniversary of the date on which the Employee was
otherwise first absent from employment; provided, however, that if an individual
terminates or is absent from employment with the Employer and all Related
Employers because of military duty, such individual shall not incur a Severance
Date if his employment rights are protected under Federal law and he returns to
employment with the Employer or a Related Employer within the period during
which he retains such employment rights, but, if he does not return to such
employment within such period, his Severance Date shall be the earlier of (1)
the anniversary of the date his absence commenced or (2) the last day of the
period during which he retains such employment rights.

(xx) "Trust" means the trust created by the Employer in accordance with the
provisions of Section 20.01.

(yy) "Trust Agreement" means the agreement between the Employer and the Trustee,
as set forth in Article 20, under which the assets of the Plan are held,
administered, and managed.

(zz) "Trustee" means Fidelity Management Trust Company or its successor. The
term Trustee shall include any delegate of the Trustee as may be provided in the
Trust Agreement.

(aaa) "Trust Fund" means the property held in Trust by the Trustee for the
Accounts of Participants and their Beneficiaries.

(bbb) "Vesting Service" means an Employee's service that is taken into account
in determining his vested interest in his Matching Employer and Nonelective
Employer Contributions Accounts as may be required under Section 1.15 of the
Adoption Agreement. Vesting Service shall be credited in accordance with Article
3.

2.02. Pronouns. Pronouns used in the Plan are in the masculine gender but
include the feminine gender unless the context clearly indicates otherwise.

2.03. Special Effective Dates. Some provisions of the Plan are only effective
beginning as of a specified date or until a specified date. Any such special
effective dates are specified within Plan text where applicable and are
exceptions to the general Plan Effective Date as defined in Section 2.01(o).

Article 3. Service.

3.01. Crediting of Eligibility Service. If the Employer has selected an
Eligibility Service requirement in Subsection 1.04(b) of the Adoption Agreement
for an Eligible Employee to become an Active Participant, Eligibility Service
shall be credited to an Employee as follows:

          (a) If the Employer has selected the one or two year(s) of Eligibility
          Service requirement described in Subsection 1.04(b)(1)(C) or (D) of
          the

11

<PAGE>

          Adoption Agreement, an Employee shall be credited with a year of
          Eligibility Service for each Eligibility Computation Period during
          which the Employee has been credited with at least 1,000 Hours of
          Service.

          (b) If the Employer has selected the months of Eligibility Service
          requirement described in Subsection 1.04(b)(1)(B) of the Adoption
          Agreement, an Employee shall be credited with Eligibility Service for
          the aggregate of the periods beginning with the Employee's Employment
          Commencement Date (or Reemployment Commencement Date) and ending on
          his subsequent Severance Date; provided, however, that an Employee who
          has a Reemployment Date within the 12-consecutive-month period
          following the earlier of the first date of his absence or his
          Severance Date shall be credited with Eligibility Service for the
          period between his Severance Date and his Reemployment Date. Months of
          Eligibility Service shall be measured from the Employee's Employment
          Commencement Date or Reemployment Commencement Date to the coinciding
          date in the applicable following month.

3.02. Re-Crediting of Eligibility Service Following Termination of Employment.
An Employee whose employment with the Employer and all Related Employers
terminates and who is subsequently reemployed by the Employer or a Related
Employer shall be re-credited upon reemployment with his Eligibility Service
earned prior to his termination of employment.

3.03. Crediting of Vesting Service. If the Plan provides for Matching Employer
and/or Nonelective Employer Contributions that are not 100 percent vested when
made, Vesting Service shall be credited to an Employee for the aggregate of the
periods beginning with the Employee's Employment Commencement Date (or
Reemployment Commencement Date) and ending on his subsequent Severance Date;
provided, however, that an Employee who has a Reemployment Date within the
12-consecutive-month period following the earlier of the first date of his
absence or his Severance Date shall be credited with Vesting Service for the
period between his Severance Date and his Reemployment Date. Fractional periods
of a year shall be expressed in terms of days.

3.04. Application of Vesting Service to a Participant's Account Following a
Break in Vesting Service. The following rules describe how Vesting Service
earned before and after a Break in Vesting Service shall be applied for purposes
of determining a Participant's vested interest in his Matching Employer and
Nonelective Employer Contributions Accounts.

          (a) If a Participant incurs five-consecutive Breaks in Vesting
          Service, all years of Vesting Service earned by the Employee after
          such Breaks in Service shall be disregarded in determining the
          Participant's vested interest in his Matching Employer and Nonelective
          Employer Contributions Account balances attributable to employment
          before such Breaks in Vesting Service. However, Vesting Service earned
          both before and after such Breaks in Vesting Service shall be included
          in determining the Participant's vested interest in his Matching
          Employer and Nonelective Employer Contributions Account balances
          attributable to employment after such Breaks in Vesting Service.

          (b) If a Participant incurs fewer than five-consecutive Breaks in
          Vesting Service, Vesting Service earned both before and after such
          Breaks in Vesting Service shall be included in determining the
          Participant's vested interest in his Matching Employer and Nonelective
          Employer Contributions Account balances attributable to employment
          both before and after such Breaks in Vesting Service.

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<PAGE>

3.05. Service with Predecessor Employer. If the Plan is the plan of a
predecessor employer, an Employee's Eligibility and Vesting Service shall
include years of service with such predecessor employer. In any case in which
the Plan is not the plan maintained by a predecessor employer, service for such
predecessor employer shall be treated as Eligibility and Vesting Service if so
specified in Section 1.16 of the Adoption Agreement.

3.06. Change in Service Crediting. If an amendment to the Plan or a transfer
from employment as an Employee covered under another qualified plan maintained
by the Employer or a Related Employer results in a change in the method of
crediting Eligibility and/or Vesting Service with respect to a Participant
between the Hours of Service crediting method set forth in Section 2530.200b-2
of the Department of Labor Regulations and the elapsed-time crediting method set
forth in Section 1.410(a)-7 of the Treasury Regulations, each Participant with
respect to whom the method of crediting Eligibility and/or Vesting Service is
changed shall be treated in the manner set forth in Section 1.410(a)-7(f) (1) of
the Treasury Regulations which are incorporated herein by reference.

Article 4. Participation.

4.01. Date of Participation. If the Plan is an amendment and restatement of a
prior plan, all Eligible Employees who were active participants in the Plan
immediately prior to the Effective Date shall continue as Active Participants on
the Effective Date. All Eligible Employees who are in the service of the
Employer on the Effective Date (and, if this is an amendment and restatement of
a prior plan, were not active participants in the prior plan immediately prior
to the Effective Date) shall become Active Participants on the date elected by
the Employer in Subsection 1.04(f) of the Adoption Agreement. Any other Eligible
Employee shall become an Active Participant in the Plan on the Entry Date
coinciding with or immediately following the date on which he first satisfies
the eligibility requirements set forth in Subsections 1.04(a) and 1.04(b) of the
Adoption Agreement.

          The Employer may elect different Eligibility Service requirements for
purposes of eligibility (a) to make Deferral Contributions and (b) to receive
Nonelective and/or Matching Employer Contributions. Any Eligibility Service
requirement that the Employer elects to apply in determining an Eligible
Employee's eligibility to make Deferral Contributions shall also apply in
determining an Eligible Employee's eligibility to make Employee Contributions,
if Employee Contributions are permitted under the Plan, and to receive Qualified
Nonelective Employer Contributions. If an Employer elects to have different
Eligibility Service requirements apply, an Eligible Employee who has met the
eligibility requirements with respect to certain contributions, but who has not
met the eligibility requirements with respect to other contributions, shall
become an Active Participant in accordance with the provisions of the preceding
paragraph, but only with respect to the contributions for which he has met the
eligibility requirements.

4.02. Transfers Out of Covered Employment. If any Active Participant ceases to
be an Eligible Employee, but continues in the employ of the Employer or a
Related Employer, such Employee shall cease to be an Active Participant, but
shall continue as an Inactive Participant until his entire Account balance is
forfeited or distributed. An Inactive Participant shall not be entitled to
receive an allocation of contributions or forfeitures under the Plan for the
period that he is not an Eligible Employee and wages and other payments made to
him by the Employer or a Related Employer for services other than as an Eligible
Employee

13

<PAGE>

shall not be included in Compensation for purposes of determining the amount and
allocation of any contributions to the Account of such Inactive Participant.
Such Inactive Participant shall continue to receive credit for Vesting Service
completed during the period that he continues in the employ of the Employer or a
Related Employer.

4.03. Transfers Into Covered Employment. If an Employee who is not an Eligible
Employee becomes an Eligible Employee, such Eligible Employee shall become an
Active Participant immediately as of his transfer date if such Eligible Employee
has already satisfied the eligibility requirements and would have otherwise
previously become an Active Participant in accordance with Section 4.01.
Otherwise, such Eligible Employee shall become an Active Participant in
accordance with Section 4.01.

          Wages and other payments made to an Employee prior to his becoming an
Eligible Employee by the Employer or a Related Employer for services other than
as an Eligible Employee shall not be included in Compensation for purposes of
determining the amount and allocation of any contributions to the Account of
such Eligible Employee.

4.04. Resumption of Participation Following Reemployment. If a Participant who
terminates employment with the Employer and all Related Employers is reemployed
as an Eligible Employee, he shall again become an Active Participant on his
Reemployment Date. Any other Employee who terminates employment with the
Employer and all Related Employers and is reemployed by the Employer or a
Related Employer shall become an Active Participant as provided in Section 4.01
or 4.03. Any distribution which a Participant is receiving under the Plan at the
time he is reemployed by the Employer or a Related Employer shall cease except
as otherwise required under Section 12.04.

Article 5. Contributions.

5.01. Contributions Subject to Limitations. All contributions made to the Plan
under this Article 5 shall be subject to the limitations contained in Article 6.

5.02. Compensation Taken into Account in Determining Contributions. In
determining the amount or allocation of any contribution that is based on a
percentage of Compensation, only Compensation paid to a Participant for services
rendered to the Employer while employed as an Eligible Employee shall be taken
into account. Except as otherwise specifically provided in this Article 5, for
purposes of determining the amount and allocation of contributions under this
Article 5, Compensation shall not include reimbursements or other expense
allowances, fringe benefits (cash and non-cash), moving expenses, deferred
compensation, welfare benefits, and any items elected by the Employer with
respect to such contributions in Subsection 1.05(a) or (b), as applicable, of
the Adoption Agreement, but shall include amounts that are not includable in the
gross income of the Participant under a salary reduction agreement by reason of
the application of Code Section 125, 132(f)(4), 402(e)(3), 402(h), or 403(b).

          If the initial Plan Year of a new plan consists of fewer than 12
months, calculated from the Effective Date listed in Subsection 1.01(g)(1) of
the Adoption Agreement through the end of such initial Plan Year, except as
otherwise provided in this paragraph, Compensation for purposes of determining
the amount and allocation of contributions under this Article 5 for such initial
Plan Year shall include only Compensation for services during the period
beginning on the Effective Date listed in Subsection 1.01(g)(1) of the Adoption
Agreement and ending on the last day of the initial Plan Year. Notwithstanding
the foregoing,

14

<PAGE>

if the Plan is a profit sharing plan, Compensation for purposes of determining
the amount and allocation of non-safe harbor Nonelective Employer Contributions
under this Article 5 for such initial Plan Year shall include Compensation for
the full 12 consecutive-month period ending on the last day of the initial Plan
Year.

5.03. Deferral Contributions. If so provided by the Employer in Subsection
l.O7(a) of the Adoption Agreement, each Active Participant may elect to execute
a salary reduction agreement with the Employer to reduce his Compensation by a
specified percentage or dollar amount, not exceeding the percentage specified by
the Employer in Subsection 1.07(a)(1) of the Adoption Agreement, per payroll
period, subject to any exceptions elected by the Employer in Subsections
1.07(a)(2) and (3) of the Adoption Agreement, and equal to a whole number
multiple of one percent. If elected by the Employer in Subsection 1.07(a)(1)(A)
of the Adoption Agreement, in lieu of specifying a percentage of Compensation
reduction, n Active Participant may elect to reduce his Compensation by a
specified dollar amount per payroll period, provided that such dollar amount may
not exceed t e percentage of Compensation specified by the Employer in
Subsection 1.07(a)(1) f the Adoption Agreement, subject to any exceptions
elected by the Employer in Subsections 1.07(a)(2) and (3) of the Adoption
Agreement.

          An Active Participant's salary reduction agreement shall become
effective on the first day of the first payroll period for which the Employer
can reasonably process the request, but not earlier than the later of (a) the
effective date of the provisions permitting Deferral Contributions or (b) the
date the Employer adopts such provisions. The Employer shall make a Deferral
Contribution on behalf of the Participant corresponding to the amount of said
reduction. Under no circumstances may a salary reduction agreement be adopted
retroactively.

          An Active Participant may elect to change or discontinue the
percentage or dollar amount by which his Compensation is reduced by notice to
the Employer as provided in Subsection 1.07(a)(1)(B) or (C) of the Adoption
Agreement. Notwithstanding the Employer's election in Subsection 1.07(a)(1)(B)
or (C) of the Adoption Agreement, if the Employer has elected one of the safe
harbor contributions in Subsection 1.10(a) (3) or 1.11(a)(3) of the Adoption
Agreement, an Active Participant may elect to change or discontinue the
percentage or dollar amount by which his Compensation is reduced by notice to
the Employer within a reasonable period, as specified by the Employer (but not
less than 30 days), of receiving t e notice described in Section 6.10.

5.04. Employee Contributions. If the Employer elected to permit Deferral
Contributions in Subsection 1.07(a) of the Adoption Agreement and if so provided
by the Employer in Subsection 1.08(a)(1) of the Adoption Agreement, each Active
Participant may elect to make non-deductible Employee Contributions to the Plan
in accordance with the rules and procedures established by the Employer and in
an amount not less than one percent of such Participant's Compensation for the
Plan Year.

5.05. No Deductible Employee Contributions. No deductible Employee Contributions
may be made to the Plan. Deductible Employee Contributions made prior to January
1, 1987 shall be maintained in a separate Account. No part of the deductible
Employee Contributions Account shall be used to purchase life insurance.

5.06. Rollover Contributions. An Eligible Employee who is or was entitled to
receive an eligible rollover distribution, as defined in Code Section 402(c)(4)
and Treasury Regulations issued thereunder, from a qualified plan (or an
individual retirement account holding only assets attributable to a distribution

15

<PAGE>

from a qualified plan) may elect to contribute all or any portion of such
distribution to the Trust directly from such qualified plan or individual
retirement account or within 60 days of receipt of such distribution to the
Eligible Employee. Rollover Contributions shall only be made in the form of
cash, allowable Fund Shares, or, if and to the extent permitted by the Employer
with the consent of the Trustee, promissory notes evidencing a plan loan to the
Eligible Employee; provided, however, that Rollover Contributions shall only be
permitted in the form of promissory notes if the Plan otherwise provides for
loans.

          An Eligible Employee who has not yet become an Active Participant in
the Plan in accordance with the provisions of Article 4 may make a Rollover
Contribution to the Plan. Such Eligible Employee shall be treated as a
Participant under the Plan for all purposes of the Plan, except eligibility to
have Deferral Contributions made on his behalf and to receive an allocation of
Matching Employer or Nonelective Employer Contributions.

          The Administrator shall develop such procedures and require such
information from Eligible Employees as it deems necessary to ensure that amounts
contributed under this Section 5.06 meet the requirements for tax-deferred
rollovers established by this Section 5.06 and by Code Section 402(c). No
Rollover Contributions may be made to the Plan until approved by the
Administrator.

          If a Rollover Contribution made under this Section 5.06 is later
determined by the Administrator not to have met the requirements of this Section
5.06 or of the Code or Treasury regulations, the Trustee shall, within a
reasonable time after such determination is made, and on instructions from the
Administrator, distribute to the Employee the amounts then held in the Trust
attributable to such Rollover Contribution.

          A Participant's Rollover Contributions Account shall be subject to the
terms of the Plan, including Article 14, except as otherwise provided in this
Section 5.06.

          Notwithstanding any other provision of this Section 5.06, the Employer
may direct the Trustee not to accept Rollover Contributions.

5.07. Qualified Nonelective Employer Contributions. The Employer may, in its
discretion, make a Qualified Nonelective Employer Contribution for the Plan Year
in any amount necessary to satisfy or help to satisfy the "ADP" test, described
in Section 6.03, and/or the "ACP" test, described in Section 6.06. Qualified
Nonelective Employer Contributions shall be made and allocated based on
Participants' "testing compensation", as defined in Subsection 6.01 (t), rather
than Compensation, as defined in Subsection 2.01(j). Any Qualified Nonelective
Employer Contribution shall be allocated among the Accounts of Non-Highly
Compensated Employees who are Active Participants at any time during the Plan
Year as follows:

          (a) Unless the Employer elects the allocation formula in Subsection
          1.O9(a)(1) of the Adoption Agreement, the Qualified Nonelective
          Employer Contribution shall be allocated at the election of the
          Employer either

               (1) in the ratio that each eligible Active Participant's "testing
               compensation", as defined in Subsection 6.01(t), for the Plan
               Year bears to the total "testing compensation" paid to all
               eligible Active Participants for the Plan Year; or

16

<PAGE>

               (2) as a uniform flat dollar amount for each eligible Active
               Participant for the Plan Year.

          (b) If the Employer elects the allocation formula in Subsection
          l.O9(a) (1) Of the Adoption Agreement, the Qualified Nonelective
          Employer Contribution shall be allocated as follows:

               (1) The eligible Active Participant with the least "testing
               compensation", as defined in Subsection 6.01(t), for the Plan
               Year shall receive an allocation equal to the lowest of:

                    (A) the maximum amount that may be contributed on the
                    eligible Active Participant's behalf under Code Section 415,
                    taking into account all other contributions made by or on
                    behalf of the eligible Active Participant to plans
                    maintained by the Employer or a Related Employer that are
                    includable as "annual additions", as defined in Subsection
                    6.01(b); or

                    (B) the full amount of the Qualified Nonelective Employer
                    Contribution.

               (2) The eligible Active Participant with the next lowest "testing
               compensation", as defined in Subsection 6.01(t), for the Plan
               Year shall receive an allocation equal to the lowest of:

                    (A) the maximum amount that may be contributed on the
                    eligible Active Participant's behalf under Code Section 415,
                    taking into account all other contributions made by or on
                    behalf of the eligible Active Participant to plans
                    maintained by the Employer or a Related Employer that are
                    includable as "annual additions", as defined in Subsection
                    6.01(b); or

                    (B) the balance of any Qualified Nonelective Employer
                    Contribution remaining after allocation is made as provided
                    in Subsection 5.07(b)(1) above.

               (3) The allocation in Subsection 5.07(b)(2) shall be applied
               individually to each remaining eligible Active Participant, in
               ascending order of "testing compensation", until the Qualified
               Nonelective Employer Contribution is fully allocated. Once the
               Qualified Nonelective Employer Contribution is fully allocated,
               no further allocation shall be made to the remaining eligible
               Active Participants.

          Active Participants shall not be required to satisfy any Hours of
Service or employment requirement for the Plan Year in order to receive an
allocation of Qualified Nonelective Employer Contributions.

          Qualified Nonelective Employer Contributions shall be distributable
only in accordance with the distribution provisions that are applicable to
Deferral Contributions; provided, however, that a Participant shall not be
permitted to take a hardship withdrawal of amounts credited to his Qualified
Nonelective Employer Contributions Account after the later of December 31, 1988
or the last day of the Plan Year ending before July 1, 1989.

5.08. Matching Employer Contributions. If so provided by the Employer in Section
1.10 of the Adoption Agreement, the Employer shall make a Matching Employer
Contribution on behalf of each eligible Active Participant, as determined in

17

<PAGE>

accordance with Subsection 1.10(d) and Section 1.12 of the Adoption Agreement,
who had Deferral Contributions made on his behalf during the Contribution
Period. The amount of the Matching Employer Contribution shall be determined in
accordance with Subsection 1.10(a) and/or (b) and/or the Safe Harbor Matching
Employer Contribution Addendum to the Adoption Agreement, as applicable.

5.09. Qualified Matching Employer Contributions. If so provided by the Employer
in Subsection 1.10(e) of the Adoption Agreement, prior to making its Matching
Employer Contribution (other than any safe harbor Matching Employer
Contribution) to the Plan, the Employer may designate all or a portion of such
Matching Employer Contribution as a Qualified Matching Employer Contribution.
The Employer shall notify the Trustee of such designation at the time it makes
its Matching Employer Contribution. Qualified Matching Employer Contributions
shall be distributable only in accordance with the distribution provisions that
are applicable to Deferral Contributions; provided, however, that a Participant
shall not be permitted to take a hardship withdrawal of amounts credited to his
Qualified Matching Employer Contributions Account after the later of December
31, 1988 or the last day of the Plan Year ending before July 1, 1989.

If the amount of an Employer's Qualified Matching Employer Contribution is
determined based on a Participant's Compensation, and the Qualified Matching
Employer Contribution is necessary to satisfy the "ADP" test described in
Section 6.03, the compensation used in determining the amount of the Qualified
Matching Employer Contribution shall be "testing compensation", as defined in
Subsection 6.01(t). If the Qualified Matching Employer Contribution is not
necessary to satisfy the "ADP" test described in Section 6.03, the compensation
used to determine the amount of the Qualified Matching Employer Contribution
shall be Compensation as defined in Subsection 2.0l(j), modified as provided in
Section 5.02.

5.10. Nonelective Employer Contributions. If so provided by the Employer in
Section 1.11 of the Adoption Agreement, the Employer shall make Nonelective
Employer Contributions to the Trust in accordance with Subsection 1.11(a) and/or
(b) of the Adoption Agreement to be allocated as follows:

          (a) If the Plan is a money purchase pension plan or the Employer has
          elected a fixed contribution formula, Nonelective Employer
          Contributions shall be allocated among eligible Active Participants,
          as determined in accordance with Subsection 1.11(c) and Section 1.12
          of the Adoption Agreement, in the manner specified in Subsection
          1.11(a) or the Safe Harbor Nonelective Employer Contribution Addendum
          to the Adoption Agreement, as applicable.

          (b) If the Employer has elected a discretionary contribution amount,
          Nonelective Employer Contributions shall be allocated among eligible
          Active Participants, as determined in accordance with Subsection
          1.11(c) and Section 1.12 of the Adoption Agreement, as follows:

               (1) If the non-integrated formula is elected in Subsection
               1.11(b)(1) of the Adoption Agreement, Nonelective Employer
               Contributions shall be allocated to eligible Active Participants
               in the ratio that each eligible Active Participant's Compensation
               bears to the total Compensation paid to all eligible Active
               Participants for the Plan Year; provided, however, that if the
               Plan is or is deemed to be a "top-heavy plan", as defined in
               Subsection 15.01(f), for any Plan Year, these allocation
               provisions shall be modified as provided in Section 15.04; or

18

<PAGE>

               (2) If the integrated formula is elected in Subsection 1.11(b)(2)
               of the Adoption Agreement, Nonelective Employer Contributions
               shall be allocated in the following steps:

                    (A) First, to each eligible Active Participant in the same
                    ratio that the sum of the eligible Active Participant's
                    Compensation and "excess Compensation" for the Plan Year
                    bears to the sum of the Compensation and "excess
                    Compensation" of all eligible Active Participants for the
                    Plan Year. This allocation as a percentage of the sum of
                    each eligible Active Participant's Compensation and "excess
                    Compensation" shall not exceed the "permitted disparity
                    limit", as defined in Section 1.11 of the Adoption
                    Agreement.

                    Notwithstanding the foregoing, if in any Plan Year an
               eligible Active Participant has reached the "cumulative permitted
               disparity limit", such eligible Active Participant shall receive
               an allocation under this Subsection 5.10(b)(2)(A) based on two
               times his Compensation for the Plan Year, rather than the sum of
               his Compensation and "excess Compensation" for the Plan Year. If
               an Active Participant did not benefit under a qualified defined
               benefit plan or target benefit plan for any Plan Year beginning
               on or after January 1, 1994, the Active Participant shall have no
               "cumulative disparity limit".

                    (B) Second, if any Nonelective Employer Contributions remain
                    after the allocation in Subsection 5.10(b)(2)(A), the
                    remaining Nonelective Employer Contributions shall be
                    allocated to each eligible Active Participant in the same
                    ratio that the eligible Active Participant's Compensation
                    for the Plan Year bears to the total Compensation of all
                    eligible Active Participants for the Plan Year.

               Notwithstanding the provisions of Subsections 5.10(b)(2)(A) and
          (B) above, if in any Plan Year an eligible Active Participant benefits
          under another qualified plan or simplified employee pension, as
          defined in Code Section 408(k), that provides for or imputes permitted
          disparity, the Nonelective Employer Contributions for the Plan Year
          allocated to such eligible Active Participant shall be in the ratio
          that his Compensation for the Plan Year bears to the total
          Compensation paid to all eligible Active Participants.

               If the Plan is or is deemed to be a "top-heavy plan", as defined
          in Subsection 15.01(f), for any Plan Year, the allocation steps in
          Subsections 5.10(b)(2)(A) and (B) shall be modified as provided in
          Section 15.04.

               For purposes of this Subsection 5.10(b)(2), the following
          definitions shall apply:

                    (C) "Cumulative permitted disparity limit" means 35
                    multiplied by the sum of an Active Participant's annual
                    permitted disparity fractions, as defined in Sections
                    1.401(1)-5(b)(3) through (b)(7) of the Treasury Regulations,
                    attributable to the Active Participant's total years of
                    service under the Plan and any other qualified plan or
                    simplified employee pension, as defined in Code Section
                    408(k), maintained by the Employer or a Related Employer.
                    For each Plan Year commencing prior to January 1, 1989, the
                    annual permitted disparity

19

<PAGE>

                    fraction shall be deemed to be one, unless the Participant
                    never accrued a benefit under any qualified plan or
                    simplified employee pension maintained by the Employer or a
                    Related Employer during any such Plan Year. In determining
                    the annual permitted disparity fraction for any Plan Year,
                    the Employer may elect to assume that the full disparity
                    limit has been used for such Plan Year.

                    (D) "Excess Compensation" means Compensation in excess of
                    the "integration level" specified by the Employer in
                    Subsection 1.11(b)(2) of the Adoption Agreement.

5.11. Vested Interest in Contributions. A Participant's vested interest in the
following sub-accounts shall be 100 percent:

          (a) his Deferral Contributions Account;

          (b) his Qualified Nonelective Contributions Account;

          (c) his Qualified Matching Employer Contributions Account;

          (d) his Nonelective Employer Contributions Account attributable to
          Nonelective Employer Contributions made in accordance with the Safe
          Harbor Nonelective Employer Contribution Addendum to the Adoption
          Agreement that are intended to satisfy the safe harbor contribution
          requirement for deemed satisfaction of the "ADP" test described in
          Section 6.03;

          (e) his Matching Employer Contributions Account attributable to
          Matching Employer Contributions made in accordance with the Safe
          Harbor Matching Employer Contribution Addendum to the Adoption
          Agreement that are intended to satisfy the safe harbor contribution
          requirement for deemed satisfaction of the "ADP" test described in
          Section 6.03;

          (f) his Rollover Contributions Account;

          (g) his Employee Contributions Account; and

          (h) his deductible Employee Contributions Account.

          A Participant's vested interest in his Nonelective Employer
Contributions Account attributable to Nonelective Employer Contributions other
than those described in Subsection 5.11(d) above, shall be determined in
accordance with the vesting schedule elected by the Employer in Subsection
1.15(b)(1) of the Adoption Agreement. A Participant's vested interest in his
Matching Employer Contributions Account attributable to Matching Employer
Contributions other than those described in Subsection 5.11(e) above, shall be
determined in accordance with the vesting schedule elected by the Employer in
Subsection 1.15(b)(2) of the Adoption Agreement.

5.12. Time for Making Contributions. The Employer shall pay its contribution for
each Plan Year not later than the time prescribed by law for filing the
Employer's Federal income tax return for the fiscal (or taxable) year with or
within which such Plan Year ends (including extensions thereof).

          The Employer shall remit any safe harbor Matching Employer
Contributions made during a Plan Year quarter to the Trustee no later than the
last day of the immediately following Plan Year quarter.

20

<PAGE>

          The Employer should remit Employee Contributions and Deferral
Contributions to the Trustee as of the earliest date on which such contributions
can reasonably be segregated from the Employer's general assets, but not later
than the 15th business day of the calendar month following the month in which
such amount otherwise would have been paid to the Participant, or within such
other time frame as may be determined by applicable regulation or legislation.

          The Trustee shall have no authority to inquire into the correctness of
the amounts contributed and paid over to the Trustee, to determine whether any
contribution is payable under this Article 5, or to enforce, by suit or
otherwise, the Employer's obligation, if any, to make a contribution to the
Trustee.

5.13. Return of Employer Contributions. The Trustee shall, upon request by the
Employer, return to the Employer the amount (if any) determined under Section
20.24. Such amount shall be reduced by amounts attributable thereto which have
been credited to the Accounts of Participants who have since received
distributions from the Trust, except to the extent such amounts continue to be
credited to such Participants' Accounts at the time the amount is returned to
the Employer. Such amount shall also be reduced by the losses of the Trust
attributable thereto, if and to the extent such losses exceed the gains and
income attributable thereto, but shall not be increased by the gains and income
of the Trust attributable thereto, if and to the extent such gains and income
exceed the losses attributable thereto. To the extent such gains exceed losses,
the gains shall be forfeited and applied as provided in Section 11.09. In no
event shall the return of a contribution hereunder cause the balance of the
individual Account of any Participant to be reduced to less than the balance
which would have been credited to the Account had the mistaken amount not been
contributed.

Article 6. Limitations on Contributions.

6.01. Special Definitions. For purposes of this Article, the following
definitions shall apply:

          (a) "Aggregate limit" means the greater of (1) or (2) where (1) is the
          sum of (A) 125 percent of the greater of the average "deferral ratio"
          of the Active Participants who are Non-Highly Compensated Employees
          for the "testing year" or the average "contribution percentage" of
          Active Participants who are Non- Highly Compensated Employees for the
          "testing year" beginning with or within the "testing year" of the cash
          or deferred arrangement and (B) the lesser of 200 percent or two plus
          the lesser of such average "deferral ratio" or average "contribution
          percentage" and where (2) is the sum of (A) 125 percent of the lesser
          of the average "deferral ratio" of the Active Participants who are
          Non-Highly Compensated Employees for the "testing year" or the average
          "contribution percentage" of the Active Participants who are
          Non-Highly Compensated Employees for the "testing year" beginning with
          or within the "testing year" of the cash or deferred arrangement and
          (B) the lesser of 200 percent or two plus the greater of such average
          "deferral ratio" or average "contribution percentage".

          (b) "Annual additions" mean the sum of the following amounts allocated
          to an Active Participant for a Limitation Year:

               (1) all employer contributions allocated to an Active
               Participant's account under qualified defined contribution plans
               maintained by the "415

21

<PAGE>

               employer", including amounts applied to reduce employer
               contributions as provided under Section 11.09;

               (2) all employee contributions allocated to an Active
               Participant's account under a qualified defined contribution plan
               or a qualified defined benefit plan maintained by the "415
               employer" if separate accounts are maintained with respect to
               such Active Participant under the defined benefit plan;

               (3) all forfeitures allocated to an Active Participant's account
               under a qualified defined contribution plan maintained by the
               "415 employer";

               (4) all amounts allocated, after March 31, 1984, to an
               "individual medical benefit account" which is part of a pension
               or annuity plan maintained by the "415 employer";

               (5) all amounts derived from contributions paid or accrued after
               December 31, 1985, in taxable years ending after such date, which
               are attributable to post-retirement medical benefits allocated to
               the separate account of a key employee, as defined in Code
               Section 419A(d)(3), under a "welfare benefit fund" maintained by
               the "415 employer"; and

               (6) all allocations to an Active Participant under a "simplified
               employee pension".

          (c) "Contribution percentage" means the ratio (expressed as a
          percentage) of (1) the "contribution percentage amounts" allocated to
          an "eligible participant's" accounts for the Plan Year to (2) the
          "eligible participant's" "testing compensation" for the Plan Year.

          (d) "Contribution percentage amounts" mean:

               (1) any Employee Contributions made by an "eligible participant"
               to the Plan;

               (2) any Matching Employer Contributions, but excluding (A)
               Qualified Matching Employer Contributions that are taken into
               account in satisfying the "ADP" test described in Section 6.03
               (except that such exclusion shall not apply for any Plan Year in
               which the "ADP" test described in Section 6.03 is deemed
               satisfied pursuant to Section 6.10) and (B) Matching Employer
               Contributions that are forfeited either to correct "excess
               aggregate contributions" or because the contributions to which
               they relate are "excess deferrals", "excess contributions", or
               "excess aggregate contributions";

               (3) at the election of the Employer, Qualified Nonelective
               Employer Contributions, excluding Qualified Nonelective Employer
               Contributions that are taken into account in satisfying the "ADP"
               test described in Section 6.03; and

               (4) at the election of the Employer, Deferral Contributions,
               excluding Deferral Contributions that are taken into account in
               satisfying the "ADP" test described in Section 6.03.

22

<PAGE>

          Notwithstanding the foregoing, for any Plan Year in which the "ADP"
     test described in Section 6.03 is deemed satisfied pursuant to Section
     6.10, "contribution percentage amounts" shall not include the following:

               (5) any Deferral Contributions; and

               (6) if the requirements described in Section 6.11 for deemed
               satisfaction of the "ACP" test with respect to Matching Employer
               Contributions are met, any Matching Employer Contributions; or if
               the requirements described in Section 6.11 for deemed
               satisfaction of the "ACP" test with respect to Matching Employer
               Contributions are not met, any Matching Employer Contributions
               made on behalf of an "eligible participant" for the Plan Year
               that do not exceed four percent of the "eligible participant's"
               Compensation for the Plan Year.

          To be included in determining an "eligible participant's"
     "contribution percentage" for a Plan Year, Employee Contributions must be
     made to the Plan before the end of such Plan Year and other "contribution
     percentage amounts" must be allocated to the "eligible participant's"
     Account as of a date within such Plan Year and made before the last day of
     the l2-month period immediately following the Plan Year to which the
     "contribution percentage amounts" relate. If an Employer has elected the
     prior year testing method described in Subsection 1.06(a)(2) of the
     Adoption Agreement, "contribution percentage amounts" that are taken into
     account for purposes of determining the "contribution percentages" of
     Non-Highly Compensated Employees for the prior year relate to such prior
     year. Therefore, such "contribution percentage amounts" must be made before
     the last day of the Plan Year being tested.

          Effective for Plan Years beginning on or after January 1, 1999, if an
     Employer elects to change from the current year testing method described in
     Subsection 1.06(a) (1) of the Adoption Agreement to the prior year testing
     method described in Subsection 1.06(a) (2) of the Adoption Agreement, the
     following shall not be considered "contribution percentage amounts" for
     purposes of determining the "contribution percentages" of Non-Highly
     Compensated Employees for the prior year immediately preceding the Plan
     Year in which the change is effective:

               (7) Qualified Matching Employer Contributions that were taken
               into account in satisfying the "ADP" test described in Section
               6.03 for such prior year;

               (8) Qualified Nonelective Employer Contributions that were taken
               into account in satisfying the "ADP" test described in Section
               6.03 or the "ACP" test described in Section 6.06 for such prior
               year; and

               (9) all Deferral Contributions

          (e) "Deferral ratio" means the ratio (expressed as a percentage) of
          (1) the amount of "includable contributions" made on behalf of an
          Active Participant for the Plan Year to (2) the Active Participant's
          "testing compensation" for such Plan Year. An Active Participant who
          does not receive "includable contributions" for a Plan Year shall have
          a "deferral ratio" of zero.

          (f) "Defined benefit fraction" means a fraction, the numerator of
          which is the sum of the Active Participant's annual benefits (adjusted
          to an actuarially equivalent straight life annuity if such benefit is
          expressed in

 23

<PAGE>

          a form other than a straight life annuity or qualified joint and
          survivor annuity) under all the defined benefit plans (whether or not
          terminated) maintained by the "415 employer", each such annual benefit
          computed on the assumptions that the Active Participant shall remain
          in employment until the normal retirement age under each such plan (or
          the Active Participant's current age, if later) and that all other
          factors used to determine benefits under such plan shall remain
          constant for all future Limitation Years, and the denominator of which
          is the lesser of 125 percent of the dollar limitation determined for
          the Limitation Year under Code Sections 415(b) (1) (A) and 415(d) or
          140 percent of the Active Participant's highest average Compensation
          for three consecutive calendar years of service during which the
          Active Participant was active in each such plan, including any
          adjustments under Code Section 415(b). However, if the Active
          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 "415 employer" which were in
          existence on May 6, 1986 then the denominator of the "defined benefit
          fraction" shall not be less than 125 percent of the Active
          Participant's total accrued benefit as of the close of the last
          Limitation Year beginning before January 1, 1987, disregarding any
          changes in the terms and conditions of such plans made after May 5,
          1986, under all such defined benefit plans that met, individually and
          in the aggregate, the requirements of Code Section 415 for all
          Limitation Years beginning before January 1, 1987.

          (g) "Defined contribution fraction" means a fraction, the numerator of
          which is the sum of all "annual additions" credited to an Active
          Participant for the current Limitation Year and all prior Limitation
          Years and the denominator of which is the sum of the "maximum
          permissible amounts" for the current Limitation Year and all prior
          Limitation Years during which the Participant was an Employee
          (regardless of whether the "415 employer" maintained a defined
          contribution plan in any such Limitation Year).

          If the Active Participant was a participant as of the first day of the
     first Limitation Year beginning after December 31, 1986, in one or more
     defined contribution plans maintained by the "415 employer" which were in
     existence on May 6, 1986, then the numerator of the "defined contribution
     fraction" shall be adjusted if the sum of this fraction and the "defined
     benefit fraction" would otherwise exceed 1.0 under the terms of the Plan.
     Under the adjustment an amount equal to the product of (1) the excess of
     the sum of the fractions over 1.0 and (2) the denominator of this fraction
     shall 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 plans made
     after May 6, 1986, but using the Section 415 limitation applicable to the
     first Limitation Year beginning on or after January 1, 1987.

          For purposes of determining the "defined contribution fraction", the
     "annual additions" for Limitation Years beginning before January 1, 1987
     shall not be recomputed to treat all employee contributions as "annual
     additions" .

          (h) "Determination year" means (1) for purposes of determining income
          or loss with respect to "excess deferrals", the calendar year in which
          the "excess deferrals" were made and (2) for purposes of determining
          income or loss with respect to "excess contributions", and "excess
          aggregate

24

<PAGE>

          contributions", the Plan Year in which such "excess contributions" or
          "excess aggregate contributions" were made.

          (i) "Elective deferrals" mean all employer contributions, other than
          Deferral Contributions, made on behalf of a Participant pursuant to an
          election to defer under any qualified CODA as described in Code
          Section 401(k), any simplified employee pension cash or deferred
          arrangement as described in Code Section 402(h)(1)(B), any eligible
          deferred compensation plan under Code Section 457, any plan as
          described under Code Section 501(c)(18), and any employer
          contributions made on behalf of a Participant pursuant to a salary
          reduction agreement for the purchase of an annuity contract under Code
          Section 403(b). "Elective deferrals" shall not include any deferrals
          properly distributed as excess "annual additions".

          (j) "Eligible participant" means any Active Participant who is
          eligible to make Employee Contributions, or Deferral Contributions (if
          the Employer takes such contributions into account in calculating
          "contribution percentages"), or to receive a Matching Employer
          Contribution. Notwithstanding the foregoing, the term "eligible
          participant" shall not include any Active Participant who is included
          in a unit of Employees covered by an agreement which the Secretary of
          Labor finds to be a collective bargaining agreement between employee
          representatives and one or more employers.

          (k) "Excess aggregate contributions" with respect to any Plan Year
          mean the excess of

               (1) The aggregate "contribution percentage amounts" actually
               taken into account in computing the average "contribution
               percentages" of "eligible participants" who are Highly
               Compensated Employees for such Plan Year, over

               (2) The maximum amount of "contribution percentage amounts"
               permitted to be made on behalf of Highly Compensated Employees
               under Section 6.06 (determined by reducing "contribution
               percentage amounts" made for the Plan Year on behalf of "eligible
               participants" who are Highly Compensated Employees in order of
               their "contribution percentages" beginning with the highest of
               such "contribution percentages").

          "Excess aggregate contributions" shall be determined after first
     determining "excess deferrals" and then determining "excess contributions".

          (l) "Excess contributions" with respect to any Plan Year mean the
          excess of

               (1) The aggregate amount of "includable contributions" actually
               taken into account in computing the average "deferral percentage"
               of Active Participants who are Highly Compensated Employees for
               such Plan Year, over

               (2) The maximum amount of "includable contributions" permitted to
               be made on behalf of Highly Compensated Employees under Section
               6.03 (determined by reducing "includable contributions" made for
               the Plan Year on behalf of Active Participants who are Highly
               Compensated Employees in order of their "deferral ratios",
               beginning with the highest of such "deferral ratios").

          (m) "Excess deferrals" mean those Deferral Contributions and/or
          "elective deferrals" that are includable in a Participant's gross
          income under Code

25

<PAGE>

          Section 402(g) to the extent such Participant's Deferral Contributions
          and/or "elective deferrals" for a calendar year exceed the dollar
          limitation under such Code Section for such calendar year.

          (n) "Excess 415 amount" means the excess of an Active Participant's
          "annual additions" for the Limitation Year over the "maximum
          permissible amount".

          (o) "415 employer" means the Employer and any other employers which
          constitute a controlled group of corporations (as defined in Code
          Section 414(b) as modified by Code Section 415(h)) or which constitute
          trades or businesses (whether or not incorporated) which are under
          common control (as defined in Code Section 414(c) as modified by Code
          Section 415(h)) or which constitute an affiliated service group (as
          defined in Code Section 414(m)) and any other entity required to be
          aggregated with the Employer pursuant to regulations issued under Code
          Section 414(o).

          (p) "Includable contributions" mean:

               (1) any Deferral Contributions made on behalf of an Active
               Participant, including "excess deferrals" of Highly Compensated
               Employees, but excluding (a) "excess deferrals" of Non-Highly
               Compensated Employees that arise solely from Deferral
               Contributions made under the Plan or plans maintained by the
               Employer or a Related Employer and (b) Deferral Contributions
               that are taken into account in satisfying the "ACP" test
               described in Section 6.06;

               (2) at the election of the Employer, Qualified Nonelective
               Employer Contributions, excluding Qualified Nonelective Employer
               Contributions that are taken into account in satisfying the "ACP"
               test described in Section 6.06; and

               (3) at the election of the Employer, Qualified Matching Employer
               Contributions; provided, however, that the Employer may not elect
               to treat Qualified Matching Employer Contributions as "includable
               contributions" for any Plan Year in which the "ADP" test
               described in Section 6.03 is deemed satisfied pursuant to Section
               6.10.

          To be included in determining an Active Participant's "deferral ratio"
     for a Plan Year, "includable contributions" must be allocated to the
     Participant's Account as of a date within such Plan Year and made before
     the last day of the 12-month period immediately following the Plan Year to
     which the "includable contributions" relate. If an Employer has elected the
     prior year testing method described in Subsection 1.06(a) (2) of the
     Adoption Agreement, "includable contributions" that are taken into account
     for purposes of determining the "deferral ratios" of Non-Highly Compensated
     Employees for the prior year relate to such prior year. Therefore, such
     "includable contributions" must be made before the last day of the Plan
     Year being tested.

          Effective for Plan Years beginning on or after January 1, 1999, if an
     Employer elects to change from the current year testing method described in
     Subsection 1.06(a) (1) of the Adoption Agreement to the prior year testing
     method described in Subsection 1.06(a)(2) of the Adoption Agreement, the
     following shall not be considered "includable contributions" for purposes
     of determining the "deferral ratios" of Non-Highly Compensated Employees
     for the prior year immediately preceding the Plan Year in which the change
     is effective:

26

<PAGE>

               (4) Deferral Contributions that were taken into account in
               satisfying the "ACP" test described in Section 6.06 for such
               prior year;

               (5) Qualified Nonelective Employer Contributions that were taken
               into account in satisfying the "ADP" test described in Section
               6.03 or the "ACP" test described in Section 6.06 for such prior
               year; and

               (6) all Qualified Matching Employer Contributions.

          (q) "Individual medica1 benefit account" means an individual medical
          benefit account as defined in Code Section 415(1)(2).

          (r) "Maximum permissible amount" means for a Limitation Year with
          respect to any Active Participant the lesser of (1) $30,000 (adjusted
          as provided in Code Section 415(d)) or (2) 25 percent of the Active
          Participant's Compensation for the Limitation Year. If a short
          Limitation Year is created because of an amendment changing the
          Limitation Year to a different 12- consecutive-month period, the
          dollar limitation specified in clause (1) above shall be adjusted by
          multiplying it by a fraction the numerator of which is the number of
          months in the short Limitation Year and the denominator of which is
          12.

          The Compensation limitation specified in clause (2) above shall not
     apply to any contribution for medical benefits within the meaning of Code
     Section 401(h) or 419A(f) (2) after separation from service which is
     otherwise treated as an "annual addition" under Code Section 419A(d)(2) or
     415(1)(1).

          (s) "Simplified employee pension" means a simplified employee pension
          as defined in Code Section 408(k).

          (t) "Testing compensation" means compensation as defined in Code
          Section 414(s). "Testing compensation" shall be based on the amount
          actually paid to a Participant during the "testing year" or, at the
          option of the Employer, during that portion of the "testing year"
          during which the Participant is an Active Participant; provided,
          however, that if the Employer elected different Eligibility Service
          requirements for purposes of eligibility to make Deferral
          Contributions and to receive Matching Employer Contributions, then
          "testing compensation" must be based on the amount paid to a
          Participant during the full "testing year".

          The annual "testing compensation" of each Active Participant taken
     into account in applying the "ADP" test described in Section 6.03 and the
     "ACP" test described in Section 6.06 for any "testing year" shall not
     exceed the annual compensation limit under Code Section 401(a)(17) as in
     effect on the first day of the "testing year". This limit shall be adjusted
     by the Secretary to reflect increases in the cost of living, as provided in
     Code Section 401(a)(17)(B); provided, however, that the dollar increase in
     effect on January 1 of any calendar year is effective for "testing years"
     beginning in such calendar year. If a Plan determines "testing
     compensation" over a period that contains fewer than 12 calendar months (a
     "short determination period"), then the Compensation limit for such "short
     determination period" is equal to the Compensation limit for the calendar
     year in which the "short determination period" begins multiplied by the
     ratio obtained by dividing the number of full months in the "short
     determination period" by 12; provided, however, that such proration shall
     not apply if there is a "short determination period" because (1) the
     Employer elected in accordance with any

27

<PAGE>

     rules and regulations issued by the Secretary of the Treasury or his
     delegate to apply the "ADP" test described in Section 6.03 and/or the "ACP"
     test described in Section 6.06 based only on Compensation paid during the
     portion of the "testing year" during which an individual was an Active
     Participant or (2) an Employee is covered under the Plan for fewer than 12
     calendar months.

          (u) "Testing year" means

               (1) if the Employer has elected the current year testing method
               in Subsection 1.06(a)(1) of the Adoption Agreement, the Plan Year
               being tested.

               (2) if the Employer has elected the prior year testing method in
               Subsection 1.06(a)(2) of the Adoption Agreement, the Plan Year
               immediately preceding the Plan Year being tested.

          (v) "Welfare benefit fund" means a welfare benefit fund as defined in
          Code Section 419(e).

6.02. Code Section 402(g) Limit on Deferral Contributions. In no event shall the
amount of Deferral Contributions made under the Plan for a calendar year, when
aggregated with the "elective deferrals" made under any other plan maintained by
the Employer or a Related Employer, exceed the dollar limitation contained in
Code Section 402(g) in effect at the beginning of such calendar year.

          A Participant may assign to the Plan any "excess deferrals" made
during a calendar year by notifying the Administrator on or before March 15
following the calendar year in which the "excess deferrals" were made of the
amount of the "excess deferrals" to be assigned to the Plan. A Participant is
deemed to notify the Administrator of any "excess deferrals" that arise by
taking into account only those Deferral Contributions made to the Plan and those
"elective deferrals" made to any other plan maintained by the Employer or a
Related Employer. Notwithstanding any other provision of the Plan, "excess
deferrals", plus any income and minus any loss allocable thereto, as determined
under Section 6.09, shall be distributed no later than April 15 to any
Participant to whose Account "excess deferrals" were so assigned for the
preceding calendar year and who claims "excess deferrals" for such calendar
year.

          Any Matching Employer Contributions attributable to "excess
deferrals", plus any income and minus any loss allocable thereto, as determined
under Section 6.09, shall be forfeited and applied as provided in Section 11.09.

          "Excess deferrals" shall be treated as "annual additions" under the
Plan, unless such amounts are distributed no later than the first April 15
following the close of the calendar year in which the "excess deferrals" were
made.

6.03. Additional Limit on Deferral Contributions ("ADP" Test). Notwithstanding
any other provision of the Plan to the contrary, the Deferral Contributions made
with respect to a Plan Year on behalf of Active Participants who are Highly
Compensated Employees for such Plan Year may not result in an average "deferral
ratio" for such Active Participants that exceeds the greater of:

          (a) the average "deferral ratio" for the "testing year" of Active
          Participants who are Non-Highly Compensated Employees for the "testing
          year" multiplied by 1.25; or

28

<PAGE>

          (b) the average "deferral ratio" for the "testing year" of Active
          Participants who are Non-Highly Compensated Employees for the "testing
          year" multiplied by two, provided that the average "deferral ratio"
          for Active Participants who are Highly Compensated Employees for the
          Plan Year being tested does not exceed the average "deferral ratio"
          for Participants who are Non-Highly Compensated Employees for the
          "testing year" by more than two percentage points.

          For the first Plan Year in which the Plan provides a cash or deferred
arrangement, the average "deferral ratio" for Active Participants who are Non-
Highly Compensated Employees used in determining the limits applicable under
Subsections 6.03(a) and (b) shall be either three percent or the actual average
"deferral ratio" for such Active Participants for such first Plan Year, as
elected by the Employer in Section 1.06(b) of the Adoption Agreement.

          The deferral ratios of Active Participants who are included in a unit
of Employees covered by an agreement which the Secretary of Labor finds to be a
collective bargaining agreement shall be disaggregated from the "deferral
ratios" of other Active Participants and the provisions of this Section 6.03
shall be applied separately with respect to each group.

          The "deferral ratio" for any Active Participant who is a Highly
Compensated Employee for the Plan Year being tested and who is eligible to have
"includable contributions" allocated to his accounts under two or more cash or
deferred arrangements described in Code Section 401(k) that are maintained by
the Employer or a Related Employer, shall be determined as if such "includable
contributions" were made under a single arrangement. If a Highly Compensated
Employee participates in two or more cash or deferred arrangements that have
different plan years, all cash or deferred arrangements ending with or within
the same calendar year shall be treated as a single arrangement. Notwithstanding
the foregoing, certain plans shall be treated as separate if mandatorily
disaggregated under regulations under Code Section 401(k).

          If this Plan satisfies the requirements of Code Section 401(k),
401(a)(4), or 410(b) only if aggregated with one or more other plans, or if one
or more other plans satisfy the requirements of such Code Sections only if
aggregated with this Plan, then this Section 6.03 shall be applied by
determining the "deferral ratios" of Employees as if all such plans were a
single plan. Plans may be aggregated in order to satisfy Code Section 401(k)
only if they have the same plan year.

          The Employer shall maintain records sufficient to demonstrate
satisfaction of the "ADP" test and the amount of Qualified Nonelective and/or
Qualified Matching Employer Contributions used in such test.

6.04. Allocation and Distribution of "Excess Contributions". Notwithstanding any
other provision of this Plan, the "excess contributions" allocable to the
Account of a Participant, plus any income and minus any loss allocable thereto,
as determined under Section 6.09, shall be distributed to the Participant no
later than the last day of the Plan Year immediately following the Plan Year in
which the "excess contributions" were made. If such excess amounts are
distributed more than 2 1/2 months after the last day of the Plan Year in which
the "excess contributions" were made, a ten percent excise tax shall be imposed
on the Employer maintaining the Plan with respect to such amounts.

          The "excess contributions" allocable to a Participant's Account shall
be determined by reducing the "includable contributions" made for the Plan Year
on

29

<PAGE>

behalf of Active Participants who are Highly Compensated Employees in order of
the dollar amount of such "includable contributions", beginning with the highest
such dollar amount.

"Excess contributions" shall be treated as "annual additions".

          Any Matching Employer Contributions attributable to "excess
contributions", plus any income and minus any loss allocable thereto, as
determined under Section 6.09, shall be forfeited and applied as provided in
Section 11.09.

6.05. Reductions in Deferral Contributions to Meet Code Requirements. If the
Administrator anticipates that the Plan will not satisfy the "ADP" and/or "ACP"
test for the year, the Administrator may objectively reduce the rate of Deferral
Contributions of Participants who are Highly Compensated Employees to an amount
determined by the Administrator to be necessary to satisfy the "ADP" and/or
"ACP" test.

6.06. Limit on Matching Employer Contributions and Employee Contributions ("ACP"
Test). The provisions of this Section 6.06 shall not apply to Active
Participants who are included in a unit of Employees covered by an agreement
which the Secretary of Labor finds to be a collective bargaining agreement
between employee representatives and one or more employers.

          Notwithstanding any other provision of the Plan to the contrary,
Matching Employer Contributions and Employee Contributions made with respect to
a Plan Year by or on behalf of "eligible participants" who are Highly
Compensated Employees for such Plan Year may not result in an average
"contribution percentage" for such "eligible participants" that exceeds the
greater of:

          (a) the average "contribution percentage" for the "testing year" of
          "eligible participants" who are Non-Highly Compensated Employees for
          the "testing year" multiplied by 1.25; or

          (b) the average "contribution percentage" for the "testing year" of
          "eligible participants" who are Non-Highly Compensated Employees for
          the "testing year" multiplied by two, provided that the average
          "contribution percentage" for the Plan Year being tested of "eligible
          participants" who are Highly Compensated Employees does not exceed the
          average "contribution percentage" for the "testing year" o(pound)
          "eligible participants" who are Non- Highly Compensated Employees for
          the "testing year" by more than two percentage points.

          For the first Plan Year in which the Plan provides for "contribution
percentage amounts" to be made, the "ACP" for "eligible participants" who are
Non-Highly Compensated Employees used in determining the limits applicable under
paragraphs (a) and (b) of this Section 6.06 shall be either three percent or the
actual "ACP" of such eligible participants for such first Plan Year, as elected
by the Employer in Section 1.06(b).

          The "contribution percentage" for any "eligible participant" who is a
Highly Compensated Employee for the Plan Year and who is eligible to have
"contribution percentage amounts" allocated to his accounts under two or more
plans described in Code Section 401(a) that are maintained by the Employer or a
Related Employer, shall be determined as if such "contribution percentage
amounts" were contributed under a single plan. If a Highly Compensated Employee
participates in two or more such plans that have different plan years, all plans
ending with or within the same calendar year shall be treated as a single plan.
Notwithstanding the

3O

<PAGE>

foregoing, certain plans shall be treated as separate if mandatorily
disaggregated under Treasury Regulations issued under Code Section 401(m).

          If this Plan satisfies the requirements of Code Section 401(m),
401(a)(4) or 410(b) only if aggregated with one or more other plans, or if one
or more other plans satisfy the requirements of such Code Sections only if
aggregated with this Plan, then this Section 6.06 shall be applied by
determining the "contribution percentages" of Employees as if all such plans
were a single plan. Plans may be aggregated in order to satisfy Code Section
401(m) only if they have the same plan year.

          The Employer shall maintain records sufficient to demonstrate
satisfaction of the "ACP" test and the amount of Deferral Contributions,
Qualified Nonelective Employer Contributions, and/or Qualified Matching Employer
Contributions used in such test.

6.07. Allocation, Distribution, and Forfeiture of "Excess Aggregate
Contributions". Notwithstanding any other provision of the Plan, the "excess
aggregate contributions" allocable to the Account of a Participant, plus any
income and minus any loss allocable thereto, as determined under Section 6.09,
shall be forfeited, if forfeitable, or if not forfeitable, distributed to the
Participant no later than the last day of the Plan Year immediately following
the Plan Year in which the "excess aggregate contributions" were made. If such
excess amounts are distributed more than 2 1/2 months after the last day of the
Plan Year in which such "excess aggregate contributions" were made, a ten
percent excise tax shall be imposed on the Employer maintaining the Plan with
respect to such amounts.

          The "excess aggregate contributions" allocable to a Participant's
Account shall be determined by reducing the "contribution percentage amounts"
made for the Plan Year on behalf of "eligible participants" who are Highly
Compensated Employees in order of the dollar amount of such "contribution
percentage amounts", beginning with the highest such dollar amount.

          "Excess aggregate contributions" shall be treated as "annual
additions".

          "Excess aggregate contributions" shall be forfeited or distributed
from a Participant's Employee Contributions Account, Matching Employer
Contributions Account and if applicable, the Participant's Deferral
Contributions Account and/or Qualified Nonelective Employer Contributions
Account in the order prescribed by the Employer, who shall direct the Trustee,
and which order shall be uniform with respect to all Participants and
non-discriminatory.

          Forfeitures of "excess aggregate contributions" shall be applied as
provided in Section 11.09.

6.08. Aggregate Limit on "Contribution Percentage Amounts" and "Includable
Contributions". The sum of the average "deferral ratio" and the average
"contribution percentage" of those Active Participants who are Highly
Compensated Employees during the Plan Year shall not exceed the "aggregate
limit". The average "deferral ratio" and average "contribution percentage" of
such Active Participants shall be determined after any corrections required to
meet the "ADP" test, described in Section 6.03, and the "ACP" test, described in
Section 6.06, have been made. Notwithstanding the foregoing, the "aggregate
limit" shall not be exceeded if either the average "deferral ratio" or the
average "contribution percentage" of such Active Participants for the Plan Year
does not exceed 1.25 multiplied by the average "deferral ratio" or the average
"contribution

31

<PAGE>

percentage", as applicable, for the "testing year" of the Active Participants
who are Non-Highly Compensated Employees for the "testing year".

          If the "aggregate limit" would be exceeded for any Plan Year, then the
limit shall be met by reducing the "contribution percentage amounts" contributed
for the Plan Year on behalf of the Active Participants who are Highly
Compensated Employees for such Plan Year (in order of their "contribution
percentages", beginning with the highest such "contribution percentage").
"Contribution percentage amounts" that are reduced as provided herein shall be
treated as "excess aggregate contributions". If for any Plan Year in which the
"ADP" test described in Section 6.03 is deemed satisfied pursuant to Section
6.10, the average "deferral ratio" of those Active Participants who are Highly
Compensated Employees during the Plan Year does not meet the "aggregate limit"
after reducing the "contribution percentage amounts" contributed on behalf of
such Active Participants to zero, no further reduction shall be required under
this Section 6.08.

6.09. Income or Loss on Distributable Contributions. The income or loss
allocable to "excess deferrals", "excess contributions", and "excess aggregate
contributions" shall be determined under one of the following methods:

          (a) the income or loss for the "determination year" allocable to the
          Participant's Account to which such contributions were made multiplied
          by a fraction, the numerator of which is the amount of the
          distributable contributions and the denominator of which is the
          balance of the Participant's Account to which such contributions were
          made, determined without regard to any income or loss occurring during
          the "determination year"; or

          (b) the income or loss for the "determination year" determined under
          any other reasonable method, provided that such method is used
          consistently for all Participants in determining the income or loss
          allocable to distributable contributions hereunder for the Plan Year,
          and is used by the Plan in allocating income or loss to Participants'
          Accounts.

Income or loss allocable to the period between the end of the "determination
year" and the date of distribution shall be disregarded in determining income or
loss.

6.10. Deemed Satisfaction of "ADP" Test. Notwithstanding any other provision of
this Article 6 to the contrary, for any Plan Year beginning on or after January
1, 1999, if the Employer has elected one of the safe harbor contributions in
Subsection 1.10(a)(3) or 1.11(a)(3) of the Adoption Agreement and complies with
the notice requirements described herein for such Plan Year, the Plan shall be
deemed to have satisfied the "ADP" test described in Section 6.03. The Employer
shall provide a notice to each Active Participant during the Plan Year
describing the following:

          (a) the formula used for determining the amount of the safe harbor
          contribution to be made on behalf of Active Participants for the Plan
          Year or a statement that the Plan may be amended during the Plan Year
          to provide for a safe harbor Nonelective Employer Contribution for the
          Plan Year equal to at least three percent of each Active Participant's
          Compensation for the Plan Year;

32

<PAGE>

          (b) any other employer contributions provided under the Plan and any
          requirements that Active Participants must satisfy to be entitled to
          receive such employer contributions;

          (c) the type and amount of Compensation that may be deferred under the
          Plan as Deferral Contributions;

          (d) the procedures for making a cash or deferred election under the
          Plan and the periods during which such elections may be made or
          changed; and

          (e) the withdrawal and vesting provisions applicable to contributions
          under the Plan.

          The descriptions required in (b) through (e) may be provided by cross
references to the relevant sections of an up to date summary plan description.
Such notice shall be written in a manner calculated to be understood by the
average Active Participant. The Employer shall provide the notice to each Active
Participant within one of the following periods, whichever is applicable:

          (f) if the employee is an Active Participant 90 days before the
          beginning of the Plan Year, within the period beginning 90 days and
          ending 30 days before the first day of the Plan Year; or

          (g) if the employee becomes an Active Participant after the date
          described in paragraph (f) above, within the period beginning 90 days
          before and ending on the date he becomes an Active Participant;

provided, however, that such notice shall not be required to be provided to an
Active Participant earlier than is required under any guidance published by the
Internal Revenue Service.

          If an Employer that provides notice that the Plan may be amended to
provide a safe harbor Nonelective Employer Contribution for the Plan Year does
amend the Plan to provide such contribution, the Employer shall provide a
supplemental notice to all Active Participants stating that a safe harbor
Nonelective Employer Contribution in the specified amount shall be made for the
Plan Year. Such supplemental notice shall be provided to Active Participants at
least 30 days before the last day of the Plan Year.

6.11. Deemed Satisfaction of "ACP" Test With Respect to Matching Employer
Contributions. A Plan that satisfies the requirements of Section 6.10 shall also
be deemed to have satisfied the "ACP" test described in Section 6.06 with
respect to Matching Employer Contributions, if Matching Employer Contributions
to the Plan for the Plan Year meet all of the following requirements: (a) the
percentage of Deferral Contributions matched does not increase as the percentage
of Compensation contributed increases; (b) Highly Compensated Employees are not
provided a greater percentage match than Non-Highly Compensated Employees; (c)
Deferral Contributions matched do not exceed six percent of a Participant's
Compensation; and (d) if the Employer elected in Subsection 1.10(a)(2) or
1.10(b) of the Adoption Agreement to provide discretionary Matching Employer
Contributions, the Employer also elected in Subsection 1.10(a)(2)(A) or
1.11(b)(1) of the Adoption Agreement, as applicable, to limit the dollar amount
of such discretionary Matching Employer Contributions allocated to a Participant
for the Plan Year to no more than four percent of such Participant's
Compensation for the Plan Year.

33

<PAGE>

          If such Plan provides for Employee Contributions, the "ACP" test
described in Section 6.06 must be applied with respect to such Employee
Contributions. For purposes of applying the "ACP" test with respect to Employee
Contributions, Matching Employer Contributions and Nonelective Employer
Contributions that satisfy the vesting and distribution requirements applicable
to safe harbor contributions, but which are not required to comply with the safe
harbor contribution requirements may be taken into account.

6.12. Code Section 415 Limitations. Notwithstanding any other provisions of the
Plan, the following limitations shall apply:

          (a) Employer Maintains Single Plan: If the "415 employer" does not
          maintain any other qualified defined contribution plan or any "welfare
          benefit fund", "individual medical benefit account", or "simplified
          employee pension" in addition to the Plan, the provisions of this
          Subsection 6.12(a) shall apply.

               (1) If a Participant does not participate in, and has never
               participated in any other qualified defined contribution plan,
               "welfare benefit fund", "individual medical benefit account", or
               "simplified employee pension" maintained by the "415 employer",
               which provides an "annual addition", the amount of "annual
               additions" to the Participant's Account for a Limitation Year
               shall not exceed the lesser of the "maximum permissible amount"
               or any other limitation contained in the Plan. If a contribution
               that would otherwise be contributed or allocated to the
               Participant's Account would cause the "annual additions" for the
               Limitation Year to exceed the "maximum permissible amount", the
               amount contributed or allocated shall be reduced so that the
               "annual additions" for the Limitation Year shall equal the
               "maximum permissible amount".

               (2) Prior to the determination of a Participant's actual
               Compensation for a Limitation Year, the "maximum permissible
               amount" may be determined on the basis of a reasonable estimation
               of the Participant's Compensation for such Limitation Year,
               uniformly determined for all Participants similarly situated. Any
               Employer contributions based on estimated annual Compensation
               shall be reduced by any "excess 415 amounts" carried over from
               prior Limitation Years.

               (3) As soon as is administratively feasible after the end of the
               Limitation Year, the "maximum permissible amount" for such
               Limitation Year shall be determined on the basis of the
               Participant's actual Compensation for such Limitation Year.

               (4) If there is an "excess 415 amount" with respect to a
               Participant for a Limitation Year as a result of the estimation
               of the Participant's Compensation for the Limitation Year, the
               allocation of forfeitures to the Participant's Account, or a
               reasonable error in determining the amount of Deferral
               Contributions that may be made on behalf of the Participant under
               the limits of this Section 6.12, such "excess 415 amount" shall
               be disposed of as follows:

                    (A) Any Employee Contributions shall be reduced to the
                    extent necessary to reduce the "excess 415 amount".

                    (B) If after application of Subsection 6.12(a) (4) (A) an
                    "excess 415 amount" still exists, any Deferral Contributions
                    that have not been matched shall be reduced to the extent
                    necessary to reduce the "excess 415 amount".

34

<PAGE>

                    (C) If after application of Subsection 6.12(a)(4)(B) an
                    "excess 415 amount" still exists, any Deferral Contributions
                    that have been matched and the Matching Employer
                    Contributions attributable thereto shall be reduced to the
                    extent necessary to reduce the "excess 415 amount".

                    (D) If after the application of Subsection 6.12(a)(4)(C) an
                    "excess 415 amount" still exists, any Nonelective Employer
                    Contributions shall be reduced to the extent necessary to
                    reduce the "excess 415 amount".

                    (E) If after the application of Subsection 6.12(a)(4)(D) an
                    "excess 415 amount" still exists, any Qualified Nonelective
                    Employer Contributions shall be reduced to the extent
                    necessary to reduce the "excess 415 amount".

                    Employee Contributions and Deferral Contributions that are
               reduced as provided above shall be returned to the Participant.
               Any income allocable to returned Employee Contributions or
               Deferral Contributions shall also be returned or shall be treated
               as additional "annual additions" for the Limitation Year in which
               the excess contributions to which they are allocable were made.

                    If Matching Employer, Nonelective Employer, or Qualified
               Nonelective Employer Contributions to a Participant's Account are
               reduced as an "excess 415 amount", as provided above, and the
               individual is still an Active Participant at the end of the
               Limitation Year, then such "excess 415 amount" shall be reapplied
               to reduce future Employer contributions under the Plan for the
               next Limitation Year (and for each succeeding Limitation Year, as
               necessary) for such Participant, so that in each such Limitation
               Year the sum of the actual Employer contributions made on behalf
               of such Participant plus the reapplied amount shall equal the
               amount of Employer contributions which would otherwise be made to
               such Participant's Account. If the individual is not an Active
               Participant at the end of a Limitation Year, then such "excess
               415 amount" shall be held unallocated in a suspense account. The
               suspense account shall be applied to reduce future Employer
               contributions for all remaining Active Participants in the next
               Limitation Year and each succeeding Limitation Year if necessary.

                    If a suspense account is in existence at any time during the
               Limitation Year pursuant to this Subsection 6.12(a)(4), it shall
               participate in the allocation of the Trust Fund's investment
               gains and losses. All amounts in the suspense account must be
               allocated to the Accounts of Active Participants before any
               Employer contribution may be made for the Limitation Year.

                    Except as otherwise specifically provided in this Subsection
               6.12, "excess 415 amounts" may not be distributed to
               Participants.

          (b) Employer Maintains Multiple Defined Contribution Type Plans:
          Unless the Employer specifies another method for limiting "annual
          additions" in the 415 Correction Addendum to the Adoption Agreement,
          if the "415 employer" maintains any other qualified defined
          contribution plan or any "welfare benefit fund", "individual medical
          benefit account", or "simplified employee

35

<PAGE>

          pension" in addition to the Plan, the provisions of this Subsection
          6.12(b) shall apply.

               (1) If a Participant is covered under any other qualified defined
               contribution plan or any "welfare benefit fund", "individual
               medical benefit account", or "simplified employee pension"
               maintained by the "415 employer", that provides an "annual
               addition", the amount of "annual additions" to the Participant's
               Account for a Limitation Year shall not exceed the lesser of

                    (A) the "maximum permissible amount", reduced by the sum of
                    any "annual additions" to the Participant's accounts for the
                    same Limitation Year under such other qualified defined
                    contribution plans and "welfare benefit funds", "individual
                    medical benefit accounts", and "simplified employee
                    pensions", or

                    (B) any other limitation contained in the Plan.

                    If the "annual additions" with respect to a Participant
               under other qualified defined contribution plans, "welfare
               benefit funds", "individual medical benefit accounts", and
               "simplified employee pensions" maintained by the "415 employer"
               are less than the "maximum permissible amount" and a contribution
               that would otherwise be contributed or allocated to the
               Participant's Account under the Plan would cause the "annual
               additions" for the Limitation Year to exceed the "maximum
               permissible amount", the amount to be contributed or allocated
               shall be reduced so that the "annual additions" for the
               Limitation Year shall equal the "maximum permissible amount". If
               the "annual additions" with respect to the Participant under such
               other qualified defined contribution plans, "welfare benefit
               funds", "individual medical benefit accounts", and "simplified
               employee pensions" in the aggregate are equal to or greater than
               the "maximum permissible amount", no amount shall be contributed
               or allocated to the Participant's Account under the Plan for the
               Limitation Year.

               (2) Prior to the determination of a Participant's actual
               Compensation for the Limitation Year, the amounts referred to in
               Subsection 6.12(b)(1)(A) above may be determined on the basis of
               a reasonable estimation of the Participant's Compensation for
               such Limitation Year, uniformly determined for all Participants
               similarly situated. Any Employer contribution based on estimated
               annual Compensation shall be reduced by any "excess 415 amounts"
               carried over from prior Limitation Years.

               (3) As soon as is administratively feasible after the end of the
               Limitation Year, the amounts referred to in Subsection
               6.12(b)(1)(A) shall be determined on the basis of the
               Participant's actual Compensation for such Limitation Year.

               (4) Notwithstanding the provisions of any other plan maintained
               by a "415 employer", if there is an "excess 415 amount" with
               respect to a Participant for a Limitation Year as a result of
               estimation of the Participant's Compensation for the Limitation
               Year, the allocation of forfeitures to the Participant's account
               under any qualified defined contribution plan maintained by the
               "415 employer", or a reasonable error in determining the amount
               of Deferral Contributions that may be made on behalf of the
               Participant to the Plan or any other qualified defined

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<PAGE>

               contribution plan maintained by the "415 employer" under the
               limits of this Subsection 6.12(b), such "excess 415 amount" shall
               be deemed to consist first of the "annual additions" allocated to
               this Plan and shall be reduced as provided in Subsection
               6.12(a)(4); provided, however, that if the "415 employer"
               maintains both a profit sharing plan and a money purchase pension
               plan under this Basic Plan Document, "annual additions" to the
               money purchase pension plan shall be reduced only after all
               "annual additions" to the profit sharing plan have been reduced.

          (c) Employer Maintains or Maintained Defined Benefit Plan: For
          Limitation Years beginning prior to January 1, 2000, if the "415
          employer" maintains, or at any time maintained, a qualified defined
          benefit plan, the sum of any Participant's "defined benefit plan
          fraction and "defined contribution plan fraction" shall not exceed the
          combined plan limitation of 1.00 in any such Limitation Year. The
          combined plan limitation shall be met by reducing "annual additions"
          under the Plan, unless otherwise provided in the qualified defined
          benefit plan.

          (d) Adjustment to Compensation: Compensation for purposes of this
          Section 6.12 shall include amounts that are not includable in the
          gross income of the Participant under a salary reduction agreement by
          reason of the application of Code Section 125, 132(f)(4), 402(e)(3),
          402(h), or 403(b).

Article 7. Participants' Accounts.

7.01. Individual Accounts. The Administrator shall establish and maintain an
Account for each Participant that shall reflect Employer and Employee
contributions made on behalf of the Participant and earnings, expenses, gains
and losses attributable thereto, and investments made with amounts in the
Participant's Account. The Administrator shall establish and maintain such other
accounts and records as it decides in its discretion to be reasonably required
or appropriate in order to discharge its duties under the Plan. The
Administrator shall notify the Trustee of all Accounts established and
maintained under the Plan.

7.02. Valuation of Accounts. Participant Accounts shall be valued at their fair
market value at least annually as of a date specified by the Administrator in
accordance with a method consistently followed and uniformly applied, and on
such date earnings, expenses, gains and losses on investments made with amounts
in each Participant's Account shall be allocated to such Account. Participants
shall be furnished statements of their Account values at least once each Plan
Year.

Article 8. Investment of Contributions.

8.01. Manner of Investment. All contributions made to the Accounts of
Participants shall be held for investment by the Trustee. Except as otherwise
specifically provided in Section 20.10, the Accounts of Participants shall be

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<PAGE>

invested and reinvested only in permissible Investments selected by the Employer
and designated in the Service Agreement.

8.02. Investment Decisions. Investments shall be directed by the Employer or by
each Participant or both, in accordance with the Employer's election in
Subsection 1.23 of the Adoption Agreement. Pursuant to Section 20.04, the
Trustee shall have no discretion or authority with respect to the investment of
the Trust Fund; however, an affiliate of the Trustee may exercise investment
management authority in accordance with Subsection (e) below.

          (a) With respect to those Participant Accounts for which Employer
          investment direction is elected, the Employer (in its capacity as a
          named fiduciary under ERISA) has the right to direct the Trustee in
          writing with respect to the investment and reinvestment of assets
          comprising the Trust Fund in the Permissible Investments designated in
          the Service Agreement.

          (b) With respect to those Participant Accounts for which Participant
          investment direction is elected, each Participant shall direct the
          investment of his Account among the Permissible Investments designated
          in the Service Agreement. The Participant shall file initial
          investment instructions with the Administrator, on such form as the
          Administrator may provide, selecting the Permissible Investments in
          which amounts credited to his Account shall be invested.

               (1) Except as provided in this Section 8.02, only authorized Plan
               contacts and the Participant shall have access to a Participant's
               Account. While any balance remains in the Account of a
               Participant after his death, the Beneficiary of the Participant
               shall make decisions as to the investment of the Account as
               though the Beneficiary were the Participant. To the extent
               required by a qualified domestic relations order as defined in
               Code Section 414(p), an alternate payee shall make investment
               decisions with respect to any segregated account established in
               the name of the alternate payee as provided in Section 18.04.

               (2) If the Trustee receives any contribution under the Plan as to
               which investment instructions have not been provided, the Trustee
               shall promptly notify the Administrator and the Administrator
               shall take steps to elicit instructions from the Participant. The
               Trustee shall credit any such contribution to the Participant's
               Account and such amount shall be invested in the Permissible
               Investment selected by the Employer for such purposes or, absent
               Employer selection, in the most conservative Permissible
               Investment designated in the Service Agreement, until investment
               instructions have been received by the Trustee.

               If the Employer elects to allow Participants to direct the
          investment of their Account in Subsection 1.23(b) or (c) of the
          Adoption Agreement, the Plan is intended to constitute a plan
          described in ERISA Section 404(c) and regulations issued thereunder.
          The fiduciaries of the Plan shall be relieved of liability for any
          losses that are the direct and necessary result of investment
          instructions given by the Participant, his Beneficiary, or an
          alternate payee under a qualified domestic relations order. The
          Employer shall not be relieved of fiduciary responsibility for the
          selection and monitoring of the Permissible Investments under the
          Plan.

          (c) All dividends, interest, gains and distributions of any nature
          received in respect of Fund Shares shall be reinvested in additional
          shares of that Permissible Investment.

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<PAGE>

          (d) Expenses attributable to the acquisition of investments shall be
          charged to the Account of the Participant for which such investment is
          made.

          (e) The Employer may appoint an investment manager (which may be the
          Trustee or an affiliate) to determine the allocation of amounts held
          in Participants' Accounts among various investment options (the
          "Managed Account" option) for Participants who direct the Trustee to
          invest any portion of their accounts in the Managed Account option.
          The investment options utilized under the Managed Account option may
          be those generally available under the Plan or may be as selected by
          the investment manager for use under the Managed Account option.
          Participation in the Managed Account option shall be subject to such
          conditions and limitations (including account minimums) as may be
          imposed by the investment manager.

8.03. Participant Directions to Trustee. The method and frequency for change of
investments shall be determined under (a) the rules applicable to the
Permissible Investments selected by the Employer and designated in the Service
Agreement and (b) any additional rules of the Employer limiting the frequency of
investment changes, which are included in a separate written administrative
procedure adopted by the Employer and accepted by the Trustee. The Trustee shall
have no duty to inquire into the investment decisions of a Participant or to
advise him regarding the purchase, retention, or sale of assets credited to his
Account.

Article 9. Participant Loans.

9.01. Special Definitions. For purposes of this Article, the following special
definitions shall apply:

          (a) A "participant" is any Participant or Beneficiary, including an
          alternate payee under a qualified domestic relations order, as defined
          in Code Section 414(p), who is a party-in-interest (as determined
          under ERISA Section 3(14)) with respect to the Plan.

          (b) An "owner-employee" is, if the Employer is a sole proprietorship
          for Federal income tax purposes (regardless of its characterization
          under state law), the individual who is the sole proprietor or sole
          member, as applicable; if the Employer is a partnership for Federal
          income tax purposes (regardless of its characterization under state
          law), a partner or member, as applicable, who owns more than 10
          percent of either the capital interest or the profits interest of the
          partnership.

          (c) 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 the corporation.

9.02. Participant Loans. If so provided by the Employer in Section 1.17 of the
Adoption Agreement, the Administrator shall allow "participants" to apply for a
loan from their Accounts under the Plan, subject to the provisions of this
Article 9.

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<PAGE>

9.03. Separate Loan Procedures. All Plan loans shall be made and administered in
accordance with separate loan procedures that are hereby incorporated into the
Plan by reference.

9.04. Availability of Loans. Loans shall be made available to all "participants"
on a reasonably equivalent basis. Notwithstanding the preceding sentence, no
loans shall be made to (a) an Eligible Employee who makes a Rollover
Contribution in accordance with Section 5.06, but who has not satisfied the
requirements of Section 4.01 to become an Active Participant or (b) a
"shareholder-employee" or "owner-employee".

Loans shall not be made available to "participants" who are Highly Compensated
Employees in an amount greater than the amount made available to other
"participants".

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<PAGE>

9.05. Limitation on Loan Amount. No loan to any "participant" shall be made to
the extent that such loan when added to the outstanding balance of all other
loans to the "participant" would exceed the lesser of (a) $50,000 reduced by the
excess (if any) of the highest outstanding balance of plan loans during the one-
year period ending on the day before the loan is made over the outstanding
balance of plan loans on the date the loan is made, or (b) one-half the present
value of the "participant's" vested interest in his Account. For purposes of the
above limitation, plan loans include all loans from all plans maintained by the
Employer and any Related Employer.

9.06. Interest Rate. All loans shall bear a reasonable rate of interest as
determined by the Administrator based on the prevailing interest rates charged
by persons in the business of lending money for loans which would be made under
similar circumstances. The determination of a reasonable rate of interest must
be based on appropriate regional factors unless the Plan is administered on a
national basis in which case the Administrator may establish a uniform
reasonable rate of interest applicable to all regions.

9.07. Level Amortization. All loans shall by their terms require that repayment
(principal and interest) be amortized in level payments, not less than
quarterly, over a period not extending beyond five years from the date of the
loan unless such loan is for the purchase of a "participant's" primary
residence. Notwithstanding the foregoing, the amortization requirement may be
waived for a period not exceeding one year during which a "participant" is on a
leave of absence from employment with the Employer and any Related Employer
either without pay or at a rate of pay which, after withholding for employment
and income taxes, is less than the amount of the installment payments required
under the terms of the loan. Installment payments must resume after such leave
of absence ends or, if earlier, after the first year of such leave of absence,
in an amount that is not less than the amount of the installment payments
required under the terms of the original loan. No waiver of the amortization
requirements shall extend the period of the loan beyond five years from the date
of the loan, unless the loan is for purchase of the "participant's" primary
residence.

9.08. Security. Loans must be secured by the "participant's" vested interest in
his Account not to exceed 50 percent of such vested interest. If the provisions
of Section 14.04 apply to a Participant, a Participant must obtain the consent
of his or her spouse, if any, to use his vested interest in his Account as
security for the loan. Spousal consent shall be obtained no earlier than the
beginning of the 90-day period that ends on the date on which the loan is to be
so secured. The consent must be in writing, must acknowledge the effect of the
loan, and must be witnessed by a Plan representative or notary public. Such
consent shall thereafter be binding with respect to the consenting spouse or any
subsequent spouse with respect to that loan.

9.09. Transfer and Distribution of Loan Amounts from Permissible Investments.
The Employer shall confirm the order in which the Permissible Investments shall
be liquidated in order that the loan amount can be transferred and distributed.

9.10. Default. The Administrator shall treat a loan in default if

          (a) any scheduled repayment remains unpaid at the end of the period
          specified in the separate loan procedures (unless payment is not made
          due to a waiver of the amortization schedule for a "participant" who
          is on a leave of absence, as described in Section 9.07), or

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<PAGE>

          (b) there is an outstanding principal balance existing on a loan after
          the last scheduled repayment date.

          Upon default, the entire outstanding principal and accrued interest
shall be immediately due and payable. If a distributable event (as defined by
the Code) has occurred, the Administrator shall direct the Trustee to foreclose
on the promissory note and offset the "participant's" vested interest in his
Account by the outstanding balance of the loan. If a distributable event has not
occurred, the Administrator shall direct the Trustee to foreclose on the
promissory note and offset the "participant's" vested interest in his Account as
soon as a distributable event occurs. The Trustee shall have no obligation to
foreclose on the promissory note and offset the outstanding balance of the loan
except as directed by the Administrator.

9.11. Effect of Termination Where Participant has Outstanding Loan Balance. If a
Participant has an outstanding loan balance at the time his employment
terminates, the entire outstanding principal and accrued interest shall be
immediately due and payable. Any outstanding loan amounts that are immediately
due and payable hereunder shall be treated in accordance with the provisions of
Sections 9.10 and 9.12 as if the Participant had defaulted on the outstanding
loan.

9.12. Deemed Distributions Under Code Section 72(p). Notwithstanding the
provisions of Section 9.10, if a "participant's" loan is in default, the
"participant" shall be treated as having received a taxable "deemed
distribution" for purposes of Code Section 72(p), whether or not a distributable
event has occurred. The amount of a loan that is a deemed distribution ceases to
be an outstanding loan for purposes of Code Section 72, except as otherwise
specifically provided herein, and a Participant shall not be treated as having
received a taxable distribution when the Participant's Account is offset by the
outstanding balance of the loan amount as provided in Section 9.10. In addition,
interest that accrues on a loan after it is deemed distributed shall not be
treated as an additional loan to the Participant and shall not be included in
the income of the Participant as a deemed distribution. Notwithstanding the
foregoing, unless a Participant repays a loan that has been deemed distributed,
with interest thereon, the amount of such loan, with interest, shall be
considered an outstanding loan under Code Section 72(p) for purposes of
determining the applicable limitation on subsequent loans under Section 9.05.

          If a Participant makes payments on a loan that has been deemed
distributed, payments made on the loan after the date it was deemed distributed
shall be treated as Employee Contributions to the Plan for purposes of
increasing the Participant's tax basis in his Account, but shall not be treated
as Employee Contributions for any other purpose under the Plan, including
application of the "ACP" test described in Section 6.06 and application of the
Code Section 415 limitations described in Section 6.12.

          The provisions of this Section 9.12 regarding treatment of loans that
are deemed distributed shall be effective as of

          (a) the Effective Date, if the Plan is a new plan or is an amendment
          and restatement of a plan that administered loans in accordance with
          the provisions of Q & A 19 and 20 of Section 1.72(p)-1 of the Proposed
          Treasury Regulations immediately prior to the Effective Date or

          (b) as of the January 1 coinciding with or immediately following the
          Effective Date, in any other case.

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<PAGE>

Any loan that was deemed distributed prior to the date the provisions of this
Section 9.12 are effective shall be administered in accordance with the
provisions of this Section 9.12 to the extent such administration is consistent
with the transition rules in Q & A 21(c)(2) of Section 1.72(p)-1 of the Proposed
Treasury Regulations.

9.13. Determination of Account Value Upon Distribution Where Plan Loan is
Outstanding. Notwithstanding any other provision of the Plan, the portion of a
"participant's" vested interest in his Account that is held by the Plan as
security for a loan outstanding to the "participant" in accordance with the
provisions of this Article shall reduce the amount of the Account payable at the
time of death or distribution, but only if the reduction is used as repayment of
the loan. If less than 100 percent of a "participant's" vested interest in his
Account (determined without regard to the preceding sentence) is payable to the
"participant's" surviving spouse or other Beneficiary, then the Account shall be
adjusted by first reducing the "participant's" vested interest in his Account by
the amount of the security used as repayment of the loan, and then determining
the benefit payable to the surviving spouse or other Beneficiary.

Article 10. In-Service Withdrawals.

10.01. Availability of In-Service Withdrawals. Except as otherwise permitted
under Section 11.02 with respect to Participants who continue in employment past
Normal Retirement Age, or as required under Section 12.04 with respect to
Participants who continue in employment past their Required Beginning Date, a
Participant shall not be permitted to make a withdrawal from his Account under
the Plan prior to retirement or termination of employment with the Employer and
all Related Employers, if any, except as provided in this Article.

10.02. Withdrawa1 of Employee Contributions. A Participant may elect to
withdraw, in cash, up to 100 percent of the amount then credited to his Employee
Contributions Account. Such withdrawals may be made at any time, unless the
Employer elects in Subsection 1.18(c)(1)(A) of the Adoption Agreement to limit
the frequency of such withdrawals.

10.03. Withdrawal of Rollover Contributions. A Participant may elect to
withdraw, in cash, up to 100 percent of the amount then credited to his Rollover
Contributions Account. Such withdrawals may be made at any time.

10.04. Age 59 1/2 Withdrawals. If so provided by the Employer in Subsection
1.18(b) or the Protected In-Service Withdrawals Addendum to the Adoption
Agreement, a Participant who continues in employment as an Employee and who has
attained the age of 59 1/2 is permitted to withdraw upon request all or any
portion of the Accounts specified by the Employer in Subsection 1.18(b) or the
Protected In-Service Withdrawals Addendum to the Adoption Agreement, as
applicable.

10.05. Hardship Withdrawals. If so provided by the Employer in Subsection
1.18(a) of the Adoption Agreement, a Participant who continues in employment as
an Employee may apply to the Administrator for a hardship withdrawal of all or
any portion of his Deferral Contributions Account (excluding any earnings
thereon accrued after the later of December 31, 1988 or the last day of the last
Plan Year ending before July 1, 1989) and, if so provided by the Employer in
Subsection 1.18(d)(2), such other Accounts as may be specified in Subsection (c)

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<PAGE>

of the Protected In-Service Withdrawals Addendum to the Adoption Agreement. The
minimum amount that a Participant may withdraw because of hardship is $500.

          For purposes of this Section 10.05, a withdrawal is made on account of
hardship if made on account of an immediate and heavy financial need of the
Participant where such Participant lacks other available resources.
Determinations with respect to hardship shall be made by the Administrator and
shall be conclusive for purposes of the Plan, and shall be based on the
following special rules:

          (a) The following are the only financial needs considered immediate
          and heavy:

               (1) expenses incurred or necessary for medical care (within the
               meaning of Code Section 213(d)) of the Participant, the
               Participant's spouse, children, or dependents;

               (2) the purchase (excluding mortgage payments) of a principal
               residence for the Participant;

               (3) payment of tuition, related educational fees, and room and
               board for the next 12 months of post-secondary education for the
               Participant, the Participant's spouse, children or dependents;

               (4) the need to prevent the eviction of the Participant from, or
               a foreclosure on the mortgage of, the Participant's principal
               residence; or

               (5) any other financial need determined to be immediate and heavy
               under rules and regulations issued by the Secretary of the
               Treasury or his delegate.

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

               (1) The Participant has obtained all distributions, other than
               the hardship withdrawal, and all nontaxable (at the time of the
               loan) loans currently available under all plans maintained by the
               Employer or any Related Employer;

               (2) The Participant suspends Deferral Contributions and Employee
               Contributions to the Plan for the 12-month period following the
               date of his hardship withdrawal. The suspension must also apply
               to all elective contributions and employee contributions to all
               other qualified plans and non-qualified plans maintained by the
               Employer or any Related Employer, other than any mandatory
               employee contribution portion of a defined benefit plan,
               including stock option, stock purchase, and other similar plans,
               but not including health and welfare benefit plans (other than
               the cash or deferred arrangement portion of a cafeteria plan);

               (3) The withdrawal amount is not in excess of the amount of an
               immediate and heavy financial need (including amounts necessary
               to pay any Federal, state or local income taxes or penalties
               reasonably anticipated to result from the distribution); and

               (4) The Participant agrees to limit Deferral Contributions (and
               "elective deferrals", as defined in Subsection 6.01(i)) to the
               Plan and any other qualified plan maintained by the Employer or a
               Related Employer

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<PAGE>

          for the calendar year immediately following the calendar year in which
          the Participant received the hardship withdrawal to the applicable
          limit under Code Section 402(g) for such calendar year less the amount
          of the Participant's Deferral Contributions (and "elective deferrals")
          for the calendar year in which the Participant received the hardship
          withdrawal.

10.06. Preservation of Prior Plan In-Service Withdrawal Rules. As indicated by
the Employer in Subsection 1.18(d) of the Adoption Agreement, to the extent
required under Code Section 411(d)(6), in-service withdrawals that were
available under a prior plan shall be available under the Plan.

          (a) If the Plan is a profit sharing plan, the following provisions
          shall apply to preserve prior in-service withdrawal provisions.

               (1) If the Plan is an amendment and restatement of a prior plan
               or is a transferee plan of a prior plan that provided for
               in-service withdrawals from a Participant's Matching Employer
               and/or Nonelective Employer Contributions Accounts of amounts
               that have been held in such Accounts for a specified period of
               time, a Participant shall be entitled to withdraw at any time
               prior to his termination of employment, subject to any
               restrictions applicable under the prior plan that the Employer
               elects in Subsection 1.18(d)(1)(A)(i) of the Adoption Agreement
               to continue under the Plan as amended and restated hereunder
               (other than any mandatory suspension of contributions
               restriction), any vested amounts held in such Accounts for the
               period of time specified by the Employer in Subsection
               1.18(d)(1)(A) of the Adoption Agreement.

               (2) If the Plan is an amendment and restatement of a prior plan
               or is a transferee plan of a prior plan that provided for
               in-service withdrawals from a Participant's Matching Employer
               and/or Nonelective Employer Contributions Accounts by
               Participants with at least 60 months of participation, a
               Participant with at least 60 months of participation shall be
               entitled to withdraw at any time prior to his termination of
               employment, subject to any restrictions applicable under the
               prior plan that the Employer elects in Subsection
               1.18(d)(1)(B)(i) of the Adoption Agreement to continue under the
               Plan as amended and restated hereunder (other than any mandatory
               suspension of contributions restriction), any vested amounts held
               in such Accounts.

               (3) If the Plan is an amendment and restatement of a prior plan
               or is a transferee plan of a prior plan that provided for
               in-service withdrawals from a Participant's Matching Employer
               and/or Nonelective Employer Contributions Accounts under any
               other circumstances, a Participant who has met any applicable
               requirements, as set forth in the Protected In- Service
               Withdrawals Addendum to the Adoption Agreement, shall be entitled
               to withdraw at any time prior to his termination of employment
               any vested amounts held in such Accounts, subject to any
               restrictions applicable under the prior plan that the Employer
               elects to continue under the Plan as amended and restated
               hereunder, as set forth in the Protected In- Service Withdrawal
               Addendum to the Adoption Agreement.

          (b) If the Plan is a money purchase pension plan that is an amendment
          and restatement of a prior profit sharing plan or is a transferee plan
          of a prior profit sharing plan that provided for in-service
          withdrawals from any portion of a Participant's Account other than his
          Employee Contributions and/or Rollover Contributions Accounts, a
          Participant who has met any applicable requirements, as set forth in
          the Protected in-Service Withdrawals Addendum

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<PAGE>

          to the Adoption Agreement, shall be entitled to withdraw at any time
          prior to his termination of employment his vested interest in amounts
          attributable to such prior profit sharing accounts, subject to any
          restrictions applicable under the prior plan that the Employer elects
          to continue under the Plan as amended and restated hereunder (other
          than any mandatory suspension of contributions restriction), as set
          forth in the Protected In-Service Withdrawal Addendum to the Adoption
          Agreement.

10.07. Restrictions on In-Service Withdrawals. The following restrictions apply
to any in-service withdrawal made from a Participant's Account under this
Article:

          (a) If the provisions of Section 14.04 apply to a Participant's
          Account, the Participant must obtain the consent of his spouse, if
          any, to obtain an in- service withdrawal.

          (b) In-service withdrawals shall be made in a lump sum payment, except
          that if the provisions of Section 14.04 apply to a Participant's
          Account, the Participant may receive the in-service withdrawal in the
          form of a "qualified joint and survivor annuity", as defined in
          Subsection 14.01(a).

          (c) Notwithstanding any other provision of the Plan to the contrary
          other than the provisions of Section 11.02, a Participant shall not be
          permitted to make an in-service withdrawal from his Account of amounts
          attributable to contributions made to a money purchase pension plan,
          except employee and/or rollover contributions that were held in a
          separate account(s) under such plan.

10.08. Distribution of Withdrawal Amounts. The Employer shall confirm the order
in which the Permissible Investments shall be liquidated in order that the
withdrawal amount can be distributed.

Article 11. Right to Benefits.

11.01. Normal or Early Retirement. Each Participant who continues in employment
as an Employee until his Normal Retirement Age or, if so provided by the
Employer in Subsection 1.13(b) of the Adoption Agreement, Early Retirement Age,
shall have a vested interest in his Account of 100 percent regardless of any
vesting schedule elected in Section 1.15 of the Adoption Agreement. If a
Participant retires upon the attainment of Normal or Early Retirement Age, such
retirement is referred to as a normal retirement.

11.02. Late Retirement. If a Participant continues in employment as an Employee
after his Normal Retirement Age, he shall continue to have a 100 percent vested
interest in his Account and shall continue to participate in the Plan until the
date he establishes with the Employer for his late retirement. Until he retires,
he has a continuing election to receive all or any portion of his Account.

11.03. Disability Retirement. If so provided by the Employer in Subsection
l.13(c) of the Adoption Agreement, a Participant who becomes disabled while
employed as an Employee shall have a 100 percent vested interest in his Account
regardless of any vesting schedule elected in Section 1.15 of the Adoption
Agreement. An Employee is considered disabled if he satisfies any of the
requirements for disability retirement selected by the Employer in Section 1.14
of the Adoption Agreement and terminates his employment with the Employer. Such

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<PAGE>

termination of employment is referred to as a disability retirement.
Determinations with respect to disability shall be made by the Administrator.

11.04. Death. If a Participant who is employed as an Employee dies, his Account
shall become 100 percent vested and his designated Beneficiary shall be entitled
to receive the balance of his Account, plus any amounts thereafter credited to
his Account. If a Participant whose employment as an Employee has terminated
dies, his designated Beneficiary shall be entitled to receive the Participant's
vested interest in his Account.

          A copy of the death notice or other sufficient documentation must be
filed with and approved by the Administrator. If upon the death of the
Participant there is, in the opinion of the Administrator, no designated
Beneficiary for part or all of the Participant's Account, such amount shall be
paid to his surviving spouse or, if none, to his estate (such spouse or estate
shall be deemed to be the Beneficiary for purposes of the Plan). If a
Beneficiary dies after benefits to such Beneficiary have commenced, but before
they have been completed, and, in the opinion of the Administrator, no person
has been designated to receive such remaining benefits, then such benefits shall
be paid in a lump sum to the deceased Beneficiary's estate.

          Subject to the requirements of Section 14.04, a Participant may
designate a Beneficiary, or change any prior designation of Beneficiary by
giving notice to the Administrator on a form designated by the Administrator. If
more than one person is designated as the Beneficiary, their respective
interests shall be as indicated on the designation form. In the case of a
married Participant, the Participant's spouse shall be deemed to be the
designated Beneficiary unless the Participant's spouse has consented to another
designation in the manner described in Section 14.06.

11.05. Other Termination of Employment. If a Participant terminates his
employment with the Employer and all Related Employers, if any, for any reason
other than death or normal, late, or disability retirement, he shall be entitled
to a termination benefit equal to the sum of (a) his vested interest in the
balance of his Matching Employer and/or Nonelective Employer Contributions
Account(s), other than the balance attributable to safe harbor Matching Employer
and/or safe harbor Nonelective Employer Contributions elected by the Employer in
Subsection 1.10(a)(3) or 1.11(a)(3) of the Adoption Agreement, such vested
interest to be determined in accordance with the vesting schedule(s) selected by
the Employer in Section 1.15 of the Adoption Agreement, and (b) the balance of
his Deferral, Employee, Qualified Nonelective Employer, Qualified Matching
Employer, and Rollover Contributions Accounts, and the balance of his Matching
Employer or Nonelective Employer Contributions Account that is attributable to
safe harbor Matching Employer and/or safe harbor Nonelective Employer
Contributions.

11.06. Application for Distribution. Unless a Participant's Account is cashed
out as provided in Section 13.02, a Participant (or his Beneficiary, if the
Participant has died) who is entitled to a distribution hereunder must make
application, in a form acceptable to the Administrator, for a distribution from
his Account. No distribution shall be made hereunder without proper application
therefor, except as otherwise provided in Section 13.02.

11.07. Application of Vesting Schedule Following Partial Distribution. If a
distribution from a Participant's Matching Employer and/or Nonelective Employer
Contributions Account has been made to him at a time when he is less than 100
percent vested in such Account balance, the vesting schedule(s) in Section 1.15

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of the Adoption Agreement shall thereafter apply only to the balance of his
Account attributable to Matching Employer and/or Nonelective Employer
Contributions allocated after such distribution. The balance of the Account from
which such distribution was made shall be transferred to a separate account
immediately following such distribution.

          At any relevant time prior to a forfeiture of any portion thereof
under Section 11.08, a Participant's vested interest in such separate account
shall be equal to P(AB + (RxD))-(RxD), where P is the Participant's vested
interest at the relevant time determined under Section 11.05; AB is the account
balance of the separate account at the relevant time; D is the amount of the
distribution; and R is the ratio of the account balance at the relevant time to
the account balance after distribution. Following a forfeiture of any portion of
such separate account under Section 11.08 below, any balance in the
Participant's separate account shall remain 100 percent vested.

11.08. Forfeitures. If a Participant terminates his employment with the Employer
and all Related Employers before he is 100 percent vested in his Matching
Employer and/or Nonelective Employer Contributions Accounts, the non-vested
portion of his Account (including any amounts credited after his termination of
employment) shall be forfeited by him as follows:

          (a) If the Inactive Participant elects to receive distribution of his
          entire vested interest in his Account, the non-vested portion of his
          Account shall be forfeited upon the complete distribution of such
          vested interest, subject to the possibility of reinstatement as
          provided in Section 11.10. For purposes of this Subsection, if the
          value of an Employee's vested interest in his Account balance is zero,
          the Employee shall be deemed to have received a distribution of his
          vested interest immediately following termination of employment.

          (b) If the Inactive Participant elects not to receive distribution of
          his vested interest in his Account following his termination of
          employment, the non-vested portion of his Account shall be forfeited
          after the Participant has incurred five consecutive Breaks in Vesting
          Service.

          No forfeitures shall occur solely as a result of a Participant's
withdrawal of Employee Contributions.

11.09. Application of Forfeitures. Any forfeitures occurring during a Plan Year
shall be applied to reduce the contributions of the Employer, unless the
Employer has elected in Subsection 1.15(d)(3) of the Adoption Agreement that
such remaining forfeitures shall be allocated among the Accounts of Active
Participants who are eligible to receive allocations of Nonelective Employer
Contributions for the Plan Year in which the forfeiture occurs. Forfeitures that
are allocated among the Accounts of eligible Active Participants shall be
allocated in the same manner as Nonelective Employer Contributions. If the plan
is a money purchase pension plan or the Employer has elected a fixed Nonelective
Employer Contribution rate rather than a discretionary rate, forfeitures shall
incrementally increase the amount allocated to the Accounts of eligible Active
Participants. Notwithstanding any other provision of the Plan to the contrary,
forfeitures may first be used to pay administrative expenses under the Plan, as
directed by the Employer. To the extent that forfeitures are not used to reduce
administrative expenses under the Plan, as directed by the Employer, forfeitures
will be applied in accordance with this Section 11.09.

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<PAGE>

          Pending application, forfeitures shall be held in the permissible
Investment selected by the Employer for such purpose or, absent Employer
selection, in the most conservative Permissible Investment designated by the
Employer in the Service Agreement.

          Notwithstanding any other provision of the Plan to the contrary, in no
event may forfeitures be used to reduce the Employer's obligation to remit to
the Trust (or other appropriate Plan funding vehicle) loan repayments made
pursuant to Article 9, Deferral Contributions or Employee Contributions.

11.10. Reinstatement of Forfeitures. If a Participant forfeits any portion of
his Account under Subsection 11.08(a) because of distribution of his complete
vested interest in his Account, but again becomes an Employee, then the amount
so forfeited, without any adjustment for the earnings, expenses, losses, or
gains of the assets credited to his Account since the date forfeited, shall be
recredited to his Account (or to a separate account as described in Section
11.07, if applicable) if he meets all of the following requirements:

          (a) he again becomes an Employee before the date he incurs
          five-consecutive Breaks in Vesting Service following the date complete
          distribution of his vested interest was made to him; and

          (b) he repays to the Plan the amount previously distributed to him,
          without interest, within five years of his Reemployment Date. If an
          Employee is deemed to have received distribution of his complete
          vested interest as provided in Section 11.08, the Employee shall be
          deemed to have repaid such distribution on his Reemployment Date.

          Upon such an actual or deemed repayment, the provisions of the Plan
(including Section 11.07) shall thereafter apply as if no forfeiture had
occurred. The amount to be recredited pursuant to this paragraph shall be
derived first from the forfeitures, if any, which as of the date of recrediting
have yet to be applied as provided in Section 11.09 and, to the extent such
forfeitures are insufficient, from a special contribution to be made by the
Employer.

11.11. Adjustment for Investment Experience. If any distribution under this
Article 11 is not made in a single payment, the amount retained by the Trustee
after the distribution shall be subject to adjustment until distributed to
reflect the income and gain or loss on the investments in which such amount is
invested and any expenses properly charged under the Plan and Trust to such
amounts.

Article 12. Distributions.

12.01. Restrictions on Distributions. A Participant, or his Beneficiary, may not
receive a distribution from his Deferral Contributions, Qualified Nonelective
Employer Contributions, Qualified Matching Employer Contributions, safe harbor
Matching Employer Contributions or safe harbor Nonelective Employer
Contributions Accounts earlier than upon the Participant's separation from
service with the Employer and all Related Employers, death, or disability,
except as otherwise provided in Article 10, Section 11.02 or Section 12.04.
Notwithstanding the foregoing, amounts may also be distributed from such
Accounts, in the form of a lump sum only, upon

          (a) Termination of the Plan without establishment of another defined
          contribution plan, other than an employee stock ownership plan (as
          defined in

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          Code Section 4975(e) or 409) or a simplified employee pension plan as
          defined in Code Section 408(k).

          (b) The disposition by a corporation to an unrelated corporation of
          substantially all of the assets (within the meaning of Code Section
          409(d)(2)) used in a trade or business of such corporation if such
          corporation continues to maintain the Plan after the disposition, but
          only with respect to former Employees who continue employment with the
          corporation acquiring such assets.

          (c) The disposition by a corporation to an unrelated entity of such
          corporation's interest in a subsidiary (within the meaning of Code
          Section 409(d)(3)) if such corporation continues to maintain this
          Plan, but only with respect to former Employees who continue
          employment with such subsidiary.

12.02. Timing of Distribution Following Retirement or Termination of Employment.
Except as otherwise elected by the Employer in Subsection 1.20(b) and provided
in the Postponed Distribution Addendum to the Adoption Agreement, the balance of
a Participant's vested interest in his Account shall be distributable upon his
termination of employment with the Employer and all Related Employers, if any,
because of death, normal, early, or disability retirement (as permitted under
the Plan), or other termination of employment. Notwithstanding the foregoing, a
Participant whose vested interest in his Account exceeds $5,000 as determined
under Section 13.02 (or such larger amount as may be specified in Code Section
417(e)(1)) may elect to postpone distribution of his Account until his Required
Beginning Date. A Participant who elects to postpone distribution has a
continuing election to receive such distribution prior to the date as of which
distribution is required, unless such Participant is reemployed as an Employee.

12.03. Participant Consent to Distribution. If a Participant's vested interest
in his Account exceeds $5,000 as determined under Section 13.02 (or such larger
amount as may be specified in Code Section 417(e)(1)), no distribution shall be
made to the Participant before he reaches his Normal Retirement Age (or age 62,
if later), unless the consent of the Participant has been obtained. Such consent
shall be made within the 90-day period ending on the Participant's Annuity
Starting Date.

          The consent of the Participant's spouse must also be obtained if the
Participant's Account is subject to the provisions of Section 14.04, unless the
distribution shall be made in the form of a "qualified joint and survivor
annuity" as defined in Section 14.01. A spouse's consent to early distribution,
if required, must satisfy the requirements of Section 14.06.

          Neither the consent of the Participant nor the Participant's spouse
shall be required to the extent that a distribution is required to satisfy Code
Section 401(a)(9) or Code Section 415. In addition, upon termination of the Plan
if it does not offer an annuity option (purchased from a commercial provider)
and if the Employer or any Related Employer does not maintain another defined
contribution plan (other than an employee stock ownership plan as defined in
Code Section 4975(e)(7)) the Participant's Account shall, without the
Participant's consent, be distributed to the Participant. However, if any
Related Employer maintains another defined contribution plan (other than an
employee stock ownership plan as defined in Code Section 4975(e)(7)) then the
Participant's Account shall be transferred, without the Participant's consent,
to the other plan if the Participant does not consent to an immediate
distribution.

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<PAGE>

12.04. Required Commencement of Distribution to Participants. In no event shall
distribution to a Participant commence later than the earlier of the dates
described in (a) and (b) below:

          (a) unless the Participant (and his spouse, if appropriate) elects
          otherwise, the 60th day after the close of the Plan Year in which
          occurs the latest of (i) the date on which the Participant attains
          Normal Retirement Age, or age 65, if earlier, (ii) the date on which
          the Participant's employment with the Employer and all Related
          Employers ceases, or (iii) the 10th anniversary of the year in which
          the Participant commenced participation in the Plan; and

          (b) the Participant's Required Beginning Date.

          Notwithstanding the provisions of Subsection 12.04(a) above, the
failure of a Participant (and the Participant's spouse, if applicable) to
consent to a distribution as required under Section 12.03, shall be deemed to be
an election to defer commencement of payment as provided in Subsection 12.04(a)
above.

12.05. Required Commencement of Distribution to Beneficiaries. If a Participant
dies before his Annuity Starting Date, the Participant's Beneficiary shall
receive distribution of the Participant's vested interest in his Account in the
form provided under Article 13 or 14, as applicable, beginning as soon as
reasonably practicable following the date the Beneficiary's application for
distribution is filed with the Administrator. Unless distribution is to be made
over the life or over a period certain not greater than the life expectancy of
the Beneficiary, distribution of the Participant's entire vested interest shall
be made to the Beneficiary no later than the end of the fifth calendar year
beginning after the Participant's death. If distribution is to be made over the
life or over a period certain no greater than the life expectancy of the
Beneficiary, distribution shall commence no later than:

          (a) If the Beneficiary is not the Participant's spouse, the end of the
          first calendar year beginning after the Participant's death; or

          (b) If the Beneficiary is the Participant's spouse, the later of (i)
          the end of the first calendar year beginning after the Participant's
          death or (ii) the end of the calendar year in which the Participant
          would have attained age 70 1/2.

          If distribution is to be made to a Participant's spouse, it shall be
made available within a reasonable period of time after the Participant's death
that is no less favorable than the period of time applicable to other
distributions. In the event such spouse dies prior to the date distribution
commences, he shall be treated for purposes of this Section 12.05 (other than
Subsection 12.05(b) above) as if he were the Participant. Any amount paid to a
child of the Participant shall 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.

          If the Participant has not designated a Beneficiary, or the
Participant or Beneficiary has not effectively selected a method of
distribution, distribution of the Participant's benefit shall be completed by
the close of the calendar year in which the fifth anniversary of the death of
the Participant occurs.

          If a Participant dies on or after his Annuity Starting Date, but
before his entire vested interest in his Account is distributed, his Beneficiary
shall

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<PAGE>

receive distribution of the remainder of the Participant's vested interest in
his Account beginning as soon as reasonably practicable following the
Participant's date of death in a form that provides for distribution at least as
rapidly as under the form in which the Participant was receiving distribution.

12.06. Whereabouts of Participants and Beneficiaries. The Administrator shall at
all times be responsible for determining the whereabouts of each Participant or
Beneficiary who may be entitled to benefits under the Plan and shall at all
times be responsible for instructing the Trustee in writing as to the current
address of each such Participant or Beneficiary. The Trustee shall be entitled
to rely on the latest written statement received from the Administrator as to
such addresses. The Trustee shall be under no duty to make any distributions
under the Plan unless and until it has received written instructions from the
Administrator satisfactory to the Trustee containing the name and address of the
distributee, the time when the distribution is to occur, and the form which the
distribution shall take.

          Notwithstanding the foregoing, if the Trustee attempts to make a
distribution in accordance with the Administrator's instructions but is unable
to make such distribution because the whereabouts of the distributee is unknown,
the Trustee shall notify the Administrator of such situation and thereafter the
Trustee shall be under no duty to make any further distributions to such
distributee until it receives further written instructions from the
Administrator.

          If the Administrator is unable after diligent attempts to locate a
Participant or Beneficiary who is entitled to a benefit under the Plan, the
benefit otherwise payable to such Participant or Beneficiary shall be forfeited
and applied as provided in Section 11.09. If a benefit is forfeited because the
Administrator determines that the Participant or Beneficiary cannot be found,
such benefit shall be reinstated by the Employer if a claim is filed by the
Participant or Beneficiary with the Administrator and the Administrator confirms
the claim to the Employer. Notwithstanding the above, forfeiture of a
Participant's or Beneficiary's benefit may occur only if a distribution could be
made to the Participant or Beneficiary without obtaining the Participant's or
Beneficiary's consent in accordance with the requirements of Section 1.411(a)-11
of the Treasury Regulations.

Article 13. Form of Distribution.

13.01. Normal Form of Distribution Under Profit Sharing Plan. Unless the Plan is
a money purchase pension plan subject to the requirements of Article 14, or a
Participant's Account is otherwise subject to the requirements of Section 14.03
or 14.04, distributions to a Participant or to the Beneficiary of the
Participant shall be made in a lump sum in cash or, if elected by the
Participant (or the Participant's Beneficiary, if applicable) and provided by
the Employer in Section 1.19 of the Adoption Agreement, under a systematic
withdrawal plan (installments). A Participant (or the Participant's Beneficiary,
if applicable) who is receiving distribution under a systematic withdrawal plan
may elect to accelerate installment payments or to receive a lump sum
distribution of the remainder of his Account balance. Distribution may also be
made hereunder in any non-annuity form that is a protected benefit and is
provided by the Employer in Section 1.19(d) of the Adoption Agreement.

          Even if the Plan does not otherwise provide for distributions under a
systematic withdrawal plan, if a Participant elects to have his Required
Beginning Date determined under the provisions of Subsection 2.01(ss)(1)(ii) or
his Required Beginning Date occurs under the provisions of Subsection
2.01(ss)(2)

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<PAGE>

while he is still employed by the Employer or a Related Employer on or after his
Required Beginning Date, the Participant may elect to receive distributions
during the period that he continues employment with the Employer or a Related
Employer made under a systematic withdrawal plan that provides the minimum
distributions required under Code Section 401(a)(9), as determined under Section
13.03 of the Plan. Minimum required distributions to a Participant described in
the preceding sentence shall only continue to such Participant through the
calendar year in which the Participant retires or otherwise terminates
employment. Distributions for calendar years following the calendar year in
which the Participant retires shall be made in one of the forms of payment
otherwise available under the Plan, as provided in Section 1.19 and the Forms of
Payment Addendum to the Adoption Agreement.

          Distributions shall be made in cash, except that distributions may be
made in Fund Shares of marketable securities (as defined in Code Section
731(c)(2)), other than Fund Shares of Employer Stock, at the election of the
Participant, pursuant to the qualifying rollover of such distribution to a
Fidelity Investments(R) individual retirement account. A distribution may be
made in the form of Fund Shares of Employer Stock or an in-kind distribution of
Plan investments that are not marketable securities only if and to the extent
provided in Section 1.19(d) of the Adoption Agreement; provided, however, that
notwithstanding any other provision of the Plan to the contrary, the right of a
Participant to receive a distribution in the form of Fund Shares of Employer
Stock or an in-kind distribution of Plan investments that are not marketable
securities applies only to that portion of the Participant's Account invested in
such form at the time of distribution.

13.02. Cash Out Of Small Accounts. Notwithstanding any other provision of the
Plan to the contrary, if a Participant's vested interest in his Account is
$5,000 (or such larger amount as may be specified in Code Section 417(e)(1)) or
less, the Participant's vested interest in his Account shall be distributed in a
lump sum as soon as practicable following the Participant's termination of
employment because of retirement, disability, death or other termination of
employment. For purposes of this Section, until final Treasury Regulations are
issued to the contrary, if either (a) a Participant has commenced distribution
of his Account under a systematic withdrawal plan or (b) his Account is subject
to the provisions of Section 14.04 and the Participant's Annuity Starting Date
has occurred with respect to amounts currently held in his Account, the
Participant's vested interest in his Account shall be deemed to exceed $5,000
(or such larger amount as may be specified in Code Section 417(e)(1)) if the
Participant's vested interest in such amounts exceeded such dollar amount on the
Participant's Annuity Starting Date.

          Notwithstanding the provisions of this Section 13.02, the Employer may
determine not to cash out Participant Accounts in accordance with the foregoing
provisions, provided that such determination is uniform with respect to all
Participants and non-discriminatory.

13.03. Minimum Distributions. This Section applies to distributions under a
systematic withdrawal plan that are made on or after a Participant's Required
Beginning Date or his date of death, if earlier. This Section shall be
interpreted and applied in accordance with the regulations under Code Section
401(a) (9), including the minimum distribution incidental benefit requirement of
Section 1.401(a)(9)-2 of the Proposed Treasury Regulations, or any successor
regulations of similar import.

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<PAGE>

          Distribution must be made in substantially equal annual, or more
frequent, installments, in cash, over a period certain which does not extend
beyond the life expectancy or joint life expectancies of the Participant and his
Beneficiary or, if the Participant dies prior to the commencement of
distributions from his Account, the life expectancy of the Participant's
Beneficiary. The amount to be distributed for each calendar year for which a
minimum distribution is required shall be at least an amount equal to the
quotient obtained by dividing the Participant's interest in his Account by the
life expectancy of the Participant or Beneficiary or the joint life and last
survivor expectancy of the Participant and his Beneficiary, whichever is
applicable. The amount to be distributed for each calendar year shall not be
less than an amount equal to the quotient obtained by dividing the Participant's
interest in his Account by the lesser of (a) the applicable life expectancy, or
(b) if a Participant's Beneficiary is not his spouse, the applicable divisor
determined under Section 1.401(a)(9)-2, Q&A 4 of the Proposed Treasury
Regulations, or any successor regulations of similar import. Distributions after
the death of the Participant shall be made using the applicable life expectancy
under (a) above, without regard to Section 1.401(a)(9)-2 of such regulations.
For purposes of this Section 13.03, life expectancy and joint life and last
survivor expectancy shall be computed by use of the expected return multiples in
Table V and VI of Section 1.72-9 of the Treasury Regulations.

          For purposes of this Section 13.03, the life expectancy of a
Participant or a Beneficiary who is the Participant's surviving spouse shall be
recalculated annually unless the Participant or the Participant's spouse
irrevocably elects otherwise prior to the time distributions are required to
begin. If not recalculated in accordance with the foregoing, life expectancy
shall be calculated using the attained age of the Participant or Beneficiary,
whichever is applicable, as of such individual's birth date in the first year
for which a minimum distribution is required reduced by one for each elapsed
calendar year since the date life expectancy was first calculated.

          If the Participant dies after distribution of his benefits has begun,
distributions to the Participant's Beneficiary shall be made at least as rapidly
as under the method of distribution being used as of the date of the
Participant's death.

          A Participant's interest in his Account for purposes of this Section
13.03 shall be determined as of the last valuation date in the calendar year
immediately preceding the calendar year for which a minimum distribution is
required, increased by the amount of any contributions allocated to, and
decreased by any distributions from, such Account after the valuation date. Any
distribution for the first year for which a minimum distribution is required
made after the close of such year shall be treated as if made prior to the close
of such year.

          The Administrator shall notify the Trustee in writing whenever a
distribution is necessary in order to comply with the minimum distribution rules
set forth in this Section 13.03.

13.04. Direct Rollovers. Notwithstanding any other provision of the Plan to the
contrary, a "distributee" may elect, at the time and in the manner prescribed by
the Administrator, to have any portion or all of an "eligible rollover
distribution" paid directly to an "eligible retirement plan" specified by the
"distributee" in a direct rollover; provided, however, that this provision shall
not apply if the total "eligible rollover distribution" that the "distributee"
is reasonably expected to receive for the calendar year is less than $200 and
that a

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<PAGE>

"distributee" may not elect a direct rollover with respect to a portion of an
"eligible rollover distribution" if such portion totals less than $500. For
purposes of this Section 13.04, the following definitions shall apply:

          (a) "Distributee" means a Participant, the Participant's surviving
          spouse, and the Participant's spouse or former spouse who is the
          alternate payee under a qualified domestic relations order, who is
          entitled to receive a distribution from the Participant's vested
          interest in his Account.

          (b) "Eligible retirement plan" means an individual retirement account
          described in Code Section 408(a), an individual retirement annuity
          described in Code Section 408(b), an annuity plan described in Code
          Section 403(a), or a qualified trust described in Code Section 401(a),
          that accepts "eligible rollover distributions". However, in the case
          of an "eligible rollover distribution" to a surviving spouse, an
          "eligible retirement plan" means an individual retirement account or
          individual retirement annuity.

          (c) "Eligible rollover distribution" means any distribution of all or
          any portion of the balance to the credit of the "distributee", except
          that an "eligible rollover distribution" does not include the
          following:

               (1) any distribution that is one of a series of substantially
               equal periodic payments (not less frequently than annually) made
               for the life (or life expectancy) of the "distributee" or the
               joint lives (or joint life expectancies) of the "distributee" and
               the "distributee's" designated beneficiary, or for a specified
               period of ten years or more;

               (2) any distribution to the extent such distribution is required
               under Code Section 401(a)(9);

               (3) the portion of any distribution that is not includable in
               gross income (determined without regard to the exclusion for net
               unrealized appreciation with respect to employer securities);

               (4) any hardship withdrawal of Deferral Contributions made in
               accordance with the provisions of Section 10.05 or the Protected
               In-Service Withdrawals Addendum to the Adoption Agreement.

13.05. Notice Regarding Timing and Form of Distribution. Within the period
beginning 90 days before a Participant's Annuity Starting Date and ending 30
days before such date, the Administrator shall provide such Participant with
written notice containing a general description of the material features and an
explanation of the relative values of the forms of benefit available under the
Plan and informing the Participant of his right to defer receipt of the
distribution until his Required Beginning Date and his right to make a direct
rollover.

          Distribution may commence fewer than 30 days after such notice is
given, provided that:

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

          (b) the Participant, after receiving the notice, affirmatively elects
          a distribution, with his spouse's written consent, if necessary;

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<PAGE>

          (c) if the Participant's Account is subject to the requirements of
          Section 14.04, the following additional requirements apply:

               (1) the Participant is permitted to revoke his affirmative
               distribution election at any time prior to the later of (A) his
               Annuity Starting Date or (B) the expiration of the seven-day
               period beginning the day after such notice is provided to him;
               and

               (2) distribution does not begin to such Participant until such
               revocation period ends.

13.06. Determination of Method of Distribution. Subject to Section 13.02, the
Participant shall determine the method of distribution of benefits to himself
and may determine the method of distribution to his Beneficiary. Such
determination shall be made prior to the time benefits become payable under the
Plan. If the Participant does not determine the method of distribution to his
Beneficiary or if the Participant permits his Beneficiary to override his
determination, the Beneficiary, in the event of the Participant's death, shall
determine the method of distribution of benefits to himself as if he were the
Participant. A determination by the Beneficiary must be made no later than the
close of the calendar year in which distribution would be required to begin
under Section 12.05 or, if earlier, the close of the calendar year in which the
fifth anniversary of the death of the Participant occurs.

13.07. Notice to Trustee. The Administrator shall notify the Trustee in any
medium acceptable to the Trustee, which may be specified in the Service
Agreement, whenever any Participant or Beneficiary is entitled to receive
benefits under the Plan. The Administrator's notice shall indicate the form of
payment of benefits that such Participant or Beneficiary shall receive, (in the
case of distributions to a Participant) the name of any designated Beneficiary
or Beneficiaries, and such other information as the Trustee shall require.

Article 14.  Superseding Annuity Distribution Provisions.

14.01. Special Definitions. For purposes of this Article, the following special
definitions shall apply:

          (a) "Qualified joint and survivor annuity" means (1) if the
          Participant is not married on his Annuity Starting Date, an immediate
          annuity payable for the life of the Participant or (2) if the
          Participant is married on his Annuity Starting Date, an immediate
          annuity for the life of the Participant with a survivor annuity for
          the life of the Participant's spouse (to whom the Participant was
          married on the Annuity Starting Date) which is equal to at least 50
          percent of the amount of the annuity which is payable during the joint
          lives of the Participant and such spouse, provided that the survivor
          annuity shall not be payable to a Participant's spouse if such spouse
          is not the same spouse to whom the Participant was married on his
          Annuity Starting Date.

          (b) "Qualified preretirement survivor annuity" means an annuity
          purchased with at least 50 percent of a Participant's vested interest
          in his Account that is payable for the life of a Participant's
          surviving spouse. The Employer shall specify that portion of a
          Participant's vested interest in his Account that is to be used to
          purchase the "qualified preretirement survivor annuity" in Section
          1.19 of the Adoption Agreement.

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14.02. Applicability. The provisions of this Article shall apply to a
Participant's Account if:

          (a) the Plan is a money purchase pension plan;

          (b) the Plan is an amendment and restatement of a plan that provided
          an annuity form of payment and such form of payment has not been
          eliminated pursuant to Subsection 1.19(e) and the Forms of Payment
          Addendum to the Adoption Agreement;

          (c) the Participant's Account contains assets attributable to amounts
          directly or indirectly transferred from a plan that provided an
          annuity form of payment and such form of payment has not been
          eliminated pursuant to Subsection 1.19(e) and the Forms of Payment
          Addendum to the Adoption Agreement.

14.03. Annuity Form of Payment. To the extent provided in Section 1.19 of the
Adoption Agreement, a Participant may elect distributions made in whole or in
part in the form of an annuity contract. Any annuity contract distributed under
the Plan shall be subject to the provisions of this Section 14.03 and, to the
extent provided therein, Sections 14.04 through 14.09.

          (a) At the direction of the Administrator, the Trustee shall purchase
          the annuity contract on behalf of a Participant or Beneficiary from an
          insurance company. Such annuity contract shall be nontransferable.

          (b) The terms of the annuity contract shall comply with the
          requirements of the Plan and distributions under such contract shall
          be made in accordance with Code Section 401(a)(9) and the regulations
          thereunder.

          (c) The annuity contract may provide for payment over the life of the
          Participant and, upon the death of the Participant, may provide a
          survivor annuity continuing for the life of the Participant's
          designated Beneficiary. Such an annuity may provide for an annuity
          certain feature for a period not exceeding the life expectancy of the
          Participant or, if the annuity is payable to the Participant and a
          designated Beneficiary, the joint life and last survivor expectancy of
          the Participant and such Beneficiary. If the Participant dies prior to
          his Annuity Starting Date, the annuity contract distributed to the
          Participant's Beneficiary may provide for payment over the life of the
          Beneficiary, and may provide for an annuity certain feature for a
          period not exceeding the life expectancy of the Beneficiary. The types
          of annuity contracts provided under the Plan shall be limited to the
          types of annuities described in Section 1.19 and the Forms of Payment
          Addendum to the Adoption Agreement.

          (d) The annuity contract must provide for nonincreasing payments.

14.04. "Qualified Joint and Survivor Annuity" and "Qualified Preretirement
Survivor Annuity" Requirements. The requirements of this Section 14.04 apply to
a Participant's Account if:

          (a) the Plan is a money purchase pension plan;

          (b) the Plan is a profit sharing plan and the Employer has selected
          distribution in the form of a life annuity as the normal form of
          distribution

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          with respect to such Participant's Account in Subsection 1.19(c) (2)
          (B) of the Adoption Agreement; or

          (c) the Plan is a profit sharing plan and the Employer has specified
          distribution in the form of a life annuity as the normal form of
          distribution in Subsection (c)(2)(B) of the Forms of Payment Addendum
          to the Adoption Agreement and the Participant's Annuity Starting Date
          occurs prior to the date specified in Subsection (c)(4) of the Forms
          of Payment Addendum to the Adoption Agreement;

          (d) the Participant is permitted to elect and has elected distribution
          in the form of an annuity contract payable over the life of the
          Participant.

If a Participant's Account is subject to the requirements of this Section 14.04,
distribution shall be made to the Participant in the form of a "qualified joint
and survivor annuity" (with a survivor annuity in the percentage amount
specified by the Employer in Subsection 1.19 of the Adoption Agreement), unless
the Participant waives the "qualified joint and survivor annuity" as provided in
Section 14.05. If the Participant dies prior to his Annuity Starting Date,
distribution shall be made to the Participant's surviving spouse, if any, in the
form of a "qualified preretirement survivor annuity", unless the Participant
waives the "qualified preretirement survivor annuity" as provided in Section
14.05, or the Participant's surviving spouse elects in writing to receive
distribution in one of the other forms of payment provided under the Plan. If
the Employer has specified in Section 1.19 of the Adoption Agreement that less
than 100 percent of a Participant's Account shall be used to purchase the
"qualified preretirement survivor annuity", distribution of the balance of the
Participant's vested interest in his Account that is not used to purchase the
"qualified preretirement survivor annuity" shall be distributed to the
Participant's designated Beneficiary in accordance with the provisions of
Sections 11.04 and 12.05.

14.05. Waiver of the "Qualified Joint and Survivor Annuity" and/or "Qualified
Preretirement Survivor Annuity" Rights. A Participant may waive the "qualified
joint and survivor annuity" described in Section 14.04 and elect another form of
distribution permitted under the Plan at any time during the 90-day period
ending on his Annuity Starting Date; provided, however, that if the Participant
is married, his spouse must consent in writing to such election as provided in
Section 14.06. Spousal consent is not required if the Participant elects
distribution in the form of a different "qualified joint and survivor annuity".

          A Participant may waive the "qualified preretirement survivor annuity"
and designate a non-spouse Beneficiary at any time during the "applicable
election period"; provided, however, that the Participant's spouse must consent
in writing to such election as provided in Section 14.06. The "applicable
election period" begins on the later of (1) the date the Participant's Account
becomes subject to the requirements of Section 14.04 or (2) the first day of the
Plan Year in which the Participant attains age 35 or, if he terminates
employment prior to such date, the date he terminates employment with the
Employer and all Related Employers. The "applicable election period" ends on the
earlier of the Participant's Annuity Starting Date or the date of the
Participant's death. A Participant whose employment has not terminated may elect
to waive the "qualified preretirement survivor annuity" prior to the Plan Year
in which he attains age 35, provided that any such waiver shall cease to be
effective as of the first day of the Plan Year in which the Participant attains
age 35.

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          If the Employer has specified in Section 1.19 of the Adoption
Agreement that less than 100 percent of a Participant's Account shall be used to
purchase the "qualified preretirement survivor annuity", the Participant may
designate a non- spouse Beneficiary for the balance of the Participant's vested
interest in his Account that is not used to purchase the "qualified
preretirement survivor annuity". Such designation shall not be subject to the
spousal consent requirements of Section 14.06.

14.06. Spouse's Consent to Waiver. A spouse's written consent to a Participant's
waiver of the "qualified joint and survivor annuity" or "qualified preretirement
survivor annuity" forms of distribution must acknowledge the effect of the
Participant's election and must be witnessed by a Plan representative or a
notary public. In addition, the spouse's written consent must either (a) specify
the form of distribution elected instead of the "qualified joint and survivor
annuity", if applicable, and that such form may not be changed (except to a
"qualified joint and survivor annuity") without written spousal consent and
specify any non-spouse Beneficiary designated by the Participant, if applicable,
and that such designation may not be changed without written spousal consent or
(b) acknowledge that the spouse has the right to limit consent as provided in
clause (a) above, but permit the Participant to change the form of distribution
elected or the designated Beneficiary without the spouse's further consent.

          A Participant's spouse shall be deemed to have given written consent
to a Participant's waiver if the Participant establishes to the satisfaction of
a Plan representative that spousal consent cannot be obtained because the spouse
cannot be located or because of other circumstances set forth in Code Section
401(a) (11) and Treasury Regulations issued thereunder.

          Any written consent given or deemed to have been given by a
Participant's spouse hereunder shall be irrevocable and shall be effective only
with respect to such spouse and not with respect to any subsequent spouse.

          A spouse's consent to a Participant's waiver shall be valid only if
the applicable notice described in Section 14.07 or 14.08 has been provided to
the Participant.

14.07. Notice Regarding "Qualified Joint and Survivor Annuity". If. The notice
provided to a Participant under Section 14.05 shall include a written
explanation of (a) the terms and conditions of the "qualified joint and survivor
annuity" provided herein, (b) the Participant's right to make, and the effect
of, an election to waive the "qualified joint and survivor annuity", (c) the
rights of the Participant's spouse under Section 14.06, and (d) the
Participant's right to revoke an election to waive the "qualified joint and
survivor annuity" prior to his Annuity Starting Date.

14.08. Notice Regarding "Qualified Preretirement Survivor Annuity". If a
Participant's Account is subject to the requirements of Section 14.04, the
Administrator shall provide the Participant with a written explanation of the
"qualified preretirement survivor annuity" comparable to the written explanation
provided with respect to the "qualified joint and survivor annuity", as
described in Section 14.07. Such explanation shall be furnished within whichever
of the following periods ends last:

          (a) the period beginning with the first day of the Plan Year in which
          the Participant reaches age 32 and ending with the end of the Plan
          Year preceding the Plan Year in which he reaches age 35;

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          (b) a reasonable period ending after the Employee becomes an Active
          Participant;

          (c) a reasonable period ending after Section 14.04 first becomes
          applicable to the Participant's Account; or

          (d) in the case of a Participant who separates from service before age
          35, a reasonable period ending after such separation from service.

          For purposes of the preceding sentence, the two-year period beginning
one year prior to the date of the event described in Subsection 14.08(b), (c) or
(d) above, whichever is applicable, and ending one year after such date shall be
considered reasonable, provided, that in the case of a Participant who separates
from service under Subsection 14.08(d) above and subsequently recommences
employment with the Employer, the applicable period for such Participant shall
be redetermined in accordance with this Section 14.08.

14.09. Former Spouse. For purposes of this Article, a former spouse of a
Participant shall be treated as the spouse or surviving spouse of the
Participant, and a current spouse shall not be so treated, to the extent
required under a qualified domestic relations order, as defined in Code Section
414(p).

Article 15. Top-Heavy Provisions.

15.01. Definitions. For purposes of this Article, the following special
definitions shall apply:

          (a) "Determination date" means, for any Plan Year subsequent to the
          first Plan Year, the last day of the preceding Plan Year. For the
          first Plan Year of the Plan, "determination date" means the last day
          of that Plan Year.

          (b) "Determination period" means the Plan Year containing the
          "determination date" and the four preceding Plan Years.

          (c) "Key employee" means any Employee or former Employee (and the
          Beneficiary of any such Employee) who at any time during the
          "determination period" was (1) an officer of the Employer or a Related
          Employer whose annual Compensation exceeds 50 percent of the dollar
          limitation under Code Section 415(b)(1)(A), (2) one of the ten
          Employees whose annual Compensation from the Employer or a Related
          Employer exceeds the dollar limitation under Code Section 415(c)(1)(A)
          and who owns (or is considered as owning under Code Section 318) one
          of the largest interests in the Employer and all Related Employers,
          (3) a five percent owner of the Employer and all Related Employers, or
          (4) a one percent owner of the Employer and all Related Employers
          whose annual Compensation exceeds $150,000. The determination of who
          is a "key employee" shall be made in accordance with Code Section
          416(i)(1) and regulations issued thereunder.

          (d) "Permissive aggregation group" means the "required aggregation
          group" plus any other qualified plans of the Employer or a Related
          Employer which, when considered as a group with the "required
          aggregation group", would continue to satisfy the requirements of Code
          Sections 401(a)(4) and 410.

          (e) "Required aggregation group" means:

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               (1) Each qualified plan of the Employer or Related Employer in
               which at least one "key employee" participates, or has
               participated at any time during the "determination period"
               (regardless of whether the plan has terminated), and

               (2) any other qualified plan of the Employer or Related Employer
               which enables a plan described in Subsection 15.01(e)(1) above to
               meet the requirements of Code Section 401(a)(4) or 410.

          (f) "Top-heavy plan" means a plan in which any of the following
          conditions exists:

               (1) the "top-heavy ratio" for the plan exceeds 60 percent and the
               Plan is not part of any "required aggregation group" or
               "permissive aggregation group";

               (2) the plan is a part of a "required aggregation group" but not
               part of a "permissive aggregation group" and the "top-heavy
               ratio" for the "required aggregation group" exceeds 60 percent;
               or

               (3) the plan is a part of a "required aggregation group" and a
               "permissive aggregation group" and the "top-heavy ratio" for both
               groups exceeds 60 percent.

          (g) "Top-heavy ratio" means:

               (1) With respect to the Plan, or with respect to any "required
               aggregation group" or "permissive aggregation group" that
               consists solely of defined contribution plans (including any
               simplified employee pension, as defined in Code Section 408(k)),
               a fraction, the numerator of which is the sum of the account
               balances of all "key employees" under the plans as of the
               "determination date" (including any part of any account balance
               distributed during the five-year period ending on the
               "determination date"), and the denominator of which is the sum of
               all account balances (including any part of any account balance
               distributed during the five-year period ending on the
               "determination date") of all participants under the plans as of
               the "determination date". Both the numerator and denominator of
               the "top-heavy ratio" shall be increased, to the extent required
               by Code Section 416, to reflect any contribution which is due but
               unpaid as of the "determination date".

               (2) With respect to any "required aggregation group" or
               "permissive aggregation group" that includes one or more defined
               benefit plans which, during the five-year period ending on the
               "determination date", has covered or could cover an Active
               Participant in the Plan, a fraction, the numerator of which is
               the sum of the account balances under the defined contribution
               plans for all "key employees" and the present value of accrued
               benefits under the defined benefit plans for all "key employees",
               and the denominator of which is the sum of the account balances
               under the defined contribution plans for all participants and the
               present value of accrued benefits under the defined benefit plans
               for all participants. Both the numerator and denominator of the
               "top-heavy ratio" shall be increased for any distribution of an
               account balance or an accrued benefit made during the five-year
               period ending on the "determination date" and any contribution
               due but unpaid as of the "determination date".


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               For purposes of Subsections 15.01(g)(1) and (2) above, the value
          of accounts and the present value of accrued benefits shall be
          determined as of the most recent "determination date", except as
          provided in Code Section 416 and the regulations issued thereunder for
          the first and second plan years of a defined benefit plan. When
          aggregating plans, the value of accounts and accrued benefits shall be
          calculated with reference to the "determination dates" that fall
          within the same calendar year. The present value of accrued benefits
          shall be determined using the interest rate and mortality table
          specified in Subsection 1.21(b) of the Adoption Agreement.

               The accounts and accrued benefits of a Participant who is not a
          "key employee" but who was a "key employee" in a prior year, or who
          has not performed services for the Employer or any Related Employer at
          any time during the five-year period ending on the "determination
          date", shall be disregarded. The calculation of the "top-heavy ratio",
          and the extent to which distributions, rollovers, and transfers are
          taken into account, shall be made in accordance with Code Section 416
          and the regulations issued thereunder. Deductible employee
          contributions shall not be taken into account for purposes of
          computing the "top-heavy ratio".

               For purposes of determining if the Plan, or any other plan
          included in a "required aggregation group" of which the Plan is a
          part, is a "top-heavy plan", the accrued benefit in a defined benefit
          plan of an Employee other than a "key employee" shall be determined
          under the method, if any, that uniformly applies for accrual purposes
          under all plans maintained by the Employer or a Related Employer, or,
          if there is no such method, as if such benefit accrued not more
          rapidly than the slowest accrual rate permitted under the fractional
          accrual rate of Code Section 411(b)(1)(C).

15.02. Application. If the Plan is or becomes a "top-heavy plan" in any Plan
Year or is automatically deemed to be a "top-heavy plan" in accordance with the
Employer's selection in Subsection 1.21(a)(1) of the Adoption Agreement, the
provisions of this Article shall apply and shall supersede any conflicting
provision in the Plan.

15.03. Minimum Contribution. Except as otherwise specifically provided in this
Section 15.03, the Nonelective Employer Contributions made for the Plan Year on
behalf of any Active Participant who is not a "key employee" shall not be less
than the lesser of three percent (or such other percentage selected by the
Employer in Subsection 1.21(c) of the Adoption Agreement) of such Participant's
Compensation for the Plan Year or, in the case where neither the Employer nor
any Related Employer maintains a defined benefit plan which uses the Plan to
satisfy Code Section 401(a) (4) or 410, the largest percentage of Employer
contributions made on behalf of any "key employee" for the Plan Year, expressed
as a percentage of the "key employee's" Compensation for the Plan Year, unless
the Employer has provided in Subsection 1.21(c) of the Adoption Agreement that
the minimum contribution requirement shall be met under the other plan or plans
of the Employer.

          The minimum contribution required under this Section 15.03 shall be
made to the Account of an Active Participant even though, under other Plan
provisions, the Active Participant would not otherwise be entitled to receive a
contribution, or would have received a lesser contribution for the Plan Year,
because (a) the Active Participant failed to complete the Hours of Service
requirement selected by the Employer in Subsection 1.10(d) or 1.11(c) of the
Adoption Agreement, or (b) the Participant's Compensation was less than a stated
amount; provided, however, that no minimum contribution shall be made for a Plan
Year to the

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Account of an Active Participant who is not employed by the Employer or a
Related Employer on the last day of the Plan Year.

          The minimum contribution for the Plan Year made on behalf of each
Active Participant who is not a "key employee" and who is a participant in a
defined benefit plan maintained by the Employer or a Related Employer shall not
be less than five percent of such Participant's Compensation for the Plan Year,
unless the Employer has provided in Subsection 1.21(c) of the Adoption Agreement
that the minimum contribution requirement shall be met under the other plan or
plans of the Employer.

          That portion of a Participant's Account that is attributable to
minimum contributions required under this Section 15.03, to the extent required
to be nonforfeitable under Code Section 416(b), may not be forfeited under Code
Section 411(a)(3)(B).

          Notwithstanding any other provision of the Plan to the contrary, for
purposes of this Article, Compensation shall include amounts that are not
includable in the gross income of the Participant under a salary reduction
agreement by reason of the application of Code Section 125, 132(f) (4), 402(e)
(3), 402(h), or 403(b). Compensation shall generally be based on the amount
actually paid to the Eligible Employee during the Plan Year or during that
portion of the Plan Year during which the Eligible Employee is an Active
Participant, as elected by the Employer in Subsection 1.05(c) of the Adoption
Agreement.

15.04. Modification of Allocation Provisions to Meet Minimum Contribution
Requirements. If the Employer elected a discretionary Nonelective Employer
Contribution in Subsection 1.11(b) of the Adoption Agreement, the provisions for
allocating Nonelective Employer Contributions described in Subsection 5.10(b)
shall be modified as provided herein to meet the minimum contribution
requirements of Section 15.03.

          (a) If the Employer selected the non-integrated formula in Subsection
          1.11(b)(1) of the Adoption Agreement, Nonelective Employer
          Contributions shall be allocated as follows:

               (1) Nonelective Employer Contributions shall be allocated to each
               eligible Active Participant, as determined under this Section
               15.04, who is not a "key employee" in the same ratio that the
               eligible Active Participant's Compensation for the Plan Year
               bears to the total Compensation of all such eligible Active
               Participants for the Plan Year; provided, however that such ratio
               shall not exceed three percent of a Participant's Compensation
               for the Plan Year (or such other percentage selected by the
               Employer in Subsection 1.21(c) of the Adoption Agreement).

               (2) If any Nonelective Employer Contributions remain after the
               allocation in Subsection 15.04(a)(1) above, the remaining
               Nonelective Employer Contributions shall be allocated to each
               eligible Active Participant, as determined under this Section
               15.04, who is a "key employee" in the same ratio that the
               eligible Active Participant's Compensation for the Plan Year
               bears to the total Compensation of all such eligible Active
               Participants for the Plan Year; provided, however that such ratio
               shall not exceed three percent of a Participant's Compensation
               for the Plan Year (or such other percentage selected by the
               Employer in Subsection 1.21(c) of the Adoption Agreement).

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               (3) If any Nonelective Employer Contributions remain after the
               allocation in Subsection 15.04(a)(2) above, the remaining
               Nonelective Employer Contributions shall be allocated to each
               eligible Active Participant, as determined under this Section
               15.04, in the same ratio that the eligible Active Participant's
               Compensation for the Plan Year bears to the total Compensation of
               all such eligible Active Participants for the Plan Year.

          (b) If the Employer selected the integrated formula in Subsection
          1.11(b) (2) of the Adoption Agreement, the "permitted disparity
          limit", as defined in Subsection 1.11(b)(2) of the Adoption Agreement,
          shall be reduced by the percentage allocated under Subsection
          15.04(b)(1) or (2) below, and the allocation steps in Subsection
          5.10(b)(2) shall be preceded by the following steps:

               (1) Nonelective Employer Contributions shall be allocated to each
               eligible Active Participant, as determined under this Section
               15.04, who is not a "key employee" in the same ratio that the
               eligible Active Participant's Compensation for the Plan Year
               bears to the total Compensation of all such eligible Active
               Participants for the Plan Year; provided, however that such ratio
               shall not exceed three percent of a Participant's Compensation
               for the Plan Year (or such other percentage selected by the
               Employer in Subsection 1.21(c) of the Adoption Agreement).

               (2) If any Nonelective Employer Contributions remain after the
               allocation in Subsection 15.04(b)(1) above, the remaining
               Nonelective Employer Contributions shall be allocated to each
               eligible Active Participant, as determined under this Section
               15.04, who is a "key employee" in the same ratio that the
               eligible Active Participant's Compensation for the Plan Year
               bears to the total Compensation of all such eligible Active
               Participants for the Plan Year; provided, however that such ratio
               shall not exceed three percent of a Participant's Compensation
               for the Plan Year (or such other percentage selected by the
               Employer in Subsection 1.21(c) of the Adoption Agreement).

               (3) If any Nonelective Employer Contributions remain after the
               allocation in Subsection 15.04(b)(2) above, the remaining
               Nonelective Employer Contributions shall be allocated to each
               eligible Active Participant in the same ratio that the eligible
               Active Participant's Excess Compensation for the Plan Year bears
               to the total Excess Compensation of all eligible Participants for
               the Plan Year; provided, however, that such ratio shall not
               exceed three percent (or such other percentage selected by the
               Employer in Subsection 1.21(c) of the Adoption Agreement) .

15.05. Adjustment to the Limitation on Contributions and Benefits. For
Limitation Years beginning prior to January 1, 2000, if the Plan is a "top-heavy
plan", the number 100 shall be substituted for the number 125 in determining the
"defined benefit fraction", as defined in Subsection 6.01(f) and the "defined
contribution fraction", as defined in Subsection 6.01(g). However, this
substitution shall not take effect with respect to the Plan in any Plan Year in
which the following requirements are satisfied:

          (a) The Employer contributions for such Plan Year made on behalf of
          each eligible Active Participant, as determined under Section 15.03,
          who is not a "key employee" and who is a participant in a defined
          benefit plan maintained

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          by the Employer or a Related Employer is not less than 7 1/2 percent
          of such eligible Active Participant's Compensation.

          (b) The "top-heavy ratio" for the Plan (or the "required aggregation
          group" or "permissible aggregation group", as applicable) does not
          exceed 90 percent.

          The substitutions of the number 100 for 125 shall not take effect in
any Limitation Year with respect to any Participant for whom no benefits are
accrued or contributions made for the Limitation Year.

15.06. Accelerated Vesting. For any Plan Year in which the Plan is or is deemed
to be a "top-heavy plan" and all Plan Years thereafter, the top-heavy vesting
schedule selected by the Employer in Subsection 1.21(d) of the Adoption
Agreement shall automatically apply to the Plan. The top-heavy vesting schedule
applies to all benefits within the meaning of Code Section 411(a)(7) except
those already subject to a vesting schedule which vests at least as rapidly in
all cases as the schedule elected in Subsection 1.21(d) of the Adoption
Agreement, including benefits accrued before the Plan becomes a "top-heavy
plan". Notwithstanding the foregoing provisions of this Section 15.06, the
top-heavy vesting schedule does not apply to the Account of any Participant who
does not have an Hour of Service after the Plan initially becomes or is deemed
to have become a "top-heavy plan" and such Employee's Account attributable to
Employer Contributions shall be determined without regard to this Section 15.06.

15.07. Exclusion of Collectively-Bargained Employees. Notwithstanding any other
provision of this Article 15, Employees who are included in a unit covered by an
agreement which the Secretary of Labor finds to be a collective bargaining
agreement between employee representatives and one or more employers shall not
be included in determining whether or not the Plan is a "top-heavy plan". In
addition, such Employees shall not be entitled to a minimum contribution under
Section 15.03 or accelerated vesting under Section 15.06, unless otherwise
provided in the collective bargaining agreement.

Article 16. Amendment and Termination

16.01. Amendments by the Employer that do Not Affect Prototype Status. The
Employer reserves the authority through a board of directors' resolution or
similar action, subject to the provisions of Article 1 and Section 16.04, to
amend the Plan as provided herein, and such amendment shall not affect the
status of the Plan as a prototype plan.

          (a) The Employer may amend the Adoption Agreement to make a change or
          changes in the provisions previously elected by it. Such amendment may
          be made either by (1) completing an amended Adoption Agreement on
          which the Employer has indicated the change or changes, or (2)
          adopting an amendment, executed by the Employer only, in the form
          provided by the Prototype Sponsor, that provides replacement pages to
          be inserted into the Adoption Agreement, which pages include the
          change or changes. Any such amendment must be filed with the Trustee.

          (b) The Employer may make a separate amendment to the Plan as
          necessary to satisfy Code Section 415 or 416 because of the required
          aggregation of multiple plans by completely overriding the Basic Plan
          Document provisions.

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          (c) The Employer may adopt certain model amendments published by the
          Internal Revenue Service which specifically provide that their
          adoption shall not cause the Plan to be treated as an individually
          designed plan.

16.02. Amendments by the Employer that Affect Prototype Status. The Employer
reserves the authority through a board of directors' resolution or similar
action, subject to the provisions of Section 16.04, to amend the Plan in a
manner other than that provided in Section 16.01. However, upon making such
amendment, including, if the Plan is a money purchase pension plan, a waiver of
the minimum funding requirement under Code Section 412(d), the Employer may no
longer participate in this prototype plan arrangement and shall be deemed to
have an individually designed plan. Following such amendment, the Trustee may
transfer the assets of the Trust to the trust forming part of such newly adopted
plan upon receipt of sufficient evidence (such as a determination letter or
opinion letter from the Internal Revenue Service or an opinion of counsel
satisfactory to the Trustee) that such trust shall be a qualified trust under
the Code.

16.03. Amendment by the Mass Submitter Sponsor and the Prototype Sponsor. The
Mass Submitter Sponsor may in its discretion amend the mass submitter prototype
plan at any time, subject to the provisions of Article 1 and Section 16.04, and
provided that the Mass Submitter Sponsor mails a copy of such amendment to each
Prototype Sponsor that maintains the prototype plan or a minor modifier of the
prototype plan. Each Prototype Sponsor shall provide a copy of such amendment to
each Employer adopting its prototype plan at the Employer's last known address
as shown on the books maintained by the Prototype Sponsor or its affiliates.

          The Prototype Sponsor may, in its discretion, amend the Plan or the
Adoption Agreement, subject to the provisions of Article 1 and Section 16.04,
and provided that such amendment does not change the Plan's status as a word for
word adoption of the mass submitter prototype plan or a minor modifier of the
mass submitter prototype plan, unless such Prototype Sponsor elects no longer to
be a sponsoring organization with respect to the mass submitter prototype plan.
The Prototype Sponsor shall provide a copy of such amendment to each Employer
adopting its prototype plan at the Employer's last known address as shown on the
books maintained by the Prototype Sponsor or its affiliates.

16.04. Amendments Affecting Vested and/or Accrued Benefits. Except as permitted
by Section 16.05, Section 1.19(e) and the Forms of Payment Addendum to the
Adoption Agreement, and/or Code Section 411(d) (6) and regulations issued
thereunder, no amendment to the Plan shall be effective to the extent that it
has the effect of decreasing a Participant's Account or eliminating an optional
form of benefit with respect to benefits attributable to service before the
amendment. Furthermore, if the vesting schedule of the Plan is amended, the
nonforfeitable interest of a Participant in his Account, determined as of the
later of the date the amendment is adopted or the date it becomes effective,
shall not be less than the Participant's nonforfeitable interest in his Account
determined without regard to such amendment.

          If the Plan is a money purchase pension plan, no amendment to the Plan
that provides for a significant reduction in contributions to the Plan shall be
made unless notice has been furnished to Participants and alternate payees under
a qualified domestic relations order as provided in ERISA Section 204(h).

          If the Plan's vesting schedule is amended because of a change to
"top-heavy plan" status, as described in Subsection 15.01(f), the accelerated
vesting provisions of Section 15.06 shall continue to apply for all Plan Years

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thereafter, regardless of whether the Plan is a "top-heavy plan" for such Plan
Year.

          If the Plan's vesting schedule is amended and an Employee's vested
interest, as calculated by using the amended vesting schedule, is less in any
year than the Employee's vested interest calculated under the Plan's vesting
schedule immediately prior to the amendment, the amended vesting schedule shall
apply only to Employees hired on or after the effective date of the change in
vesting schedule.

16.05. Retroactive Amendments made by Mass Submitter or Prototype Sponsor. An
amendment made by the Mass Submitter Sponsor or Prototype Sponsor in accordance
with Section 16.03 may be made effective on a date prior to the first day of the
Plan Year in which it is adopted if, in published guidance, the Internal Revenue
Service either permits or requires such an amendment to be made to enable the
Plan and Trust to satisfy the applicable requirements of the Code and all
requirements for the retroactive amendment are satisfied.

16.06. Termination. The Employer has adopted the Plan with the intention and
expectation that contributions shall be continued indefinitely. However, said
Employer has no obligation or liability whatsoever to maintain the Plan for any
length of time and may amend the Plan to discontinue contributions under the
Plan or terminate the Plan at any time without any liability hereunder for any
such discontinuance or termination. The Employer may terminate the Plan by
written notice delivered to the Trustee.

16.07. Distribution upon Termination of the Plan. Upon termination or partial
termination of the Plan or complete discontinuance of contributions thereunder,
each Participant (including a terminated Participant with respect to amounts not
previously forfeited by him) who is affected by such termination or partial
termination or discontinuance shall have a vested interest in his Account of 100
percent. Subject to Section 12.01 and Article 14, upon receipt of written
instructions from the Administrator, the Trustee shall distribute to each
Participant or other person entitled to distribution the balance of the
Participant's Account in a single lump sum payment. In the absence of such
instructions, the Trustee shall notify the Administrator of such situation and
the Trustee shall be under no duty to make any distributions under the Plan
until it receives written instructions from the Administrator. Upon the
completion of such distributions, the Trust shall terminate, the Trustee shall
be relieved from all liability under the Trust, and no Participant or other
person shall have any claims thereunder, except as required by applicable law.

          If distribution is to be made to a Participant or Beneficiary who
cannot be located, the Administrator shall give written instructions to the
Trustee to (a) escheat the distributable amount to the State or Commonwealth of
the distributee's last known address or (b) draw a check in the distributable
amount and mail it to the distributee's last known address. In the absence of
such instructions, the Trustee shall make distribution to the distributee by
drawing a check in the distributable amount and mailing it to the distributee's
last known address.

16.08. Merger or Consolidation of Plan; Transfer of Plan Assets. In case of any
merger or consolidation of the Plan with, or transfer of assets and liabilities
of the Plan to, any other plan, provision must be made so that each Participant
would, if the Plan then terminated, receive a benefit immediately after the
merger, consolidation or transfer which is equal to or greater than the benefit

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he would have been entitled to receive immediately before the merger,
consolidation or transfer if the Plan had then terminated.

Article 17. Amendment and Continuation of Prior Plan; Transfer of Funds to or
from Other Qualified Plans.

17.01. Amendment and Continuation of Prior Plan. In the event the Employer has
previously established a plan (the "prior plan") which is a defined contribution
plan under the Code and which on the date of adoption of the Plan meets the
applicable requirements of Code Section 401(a), the Employer may, in accordance
with the provisions of the prior plan, amend and restate the prior plan in the
form of the Plan and become the Employer hereunder, subject to the following:

          (a) Subject to the provisions of the Plan, each individual who was a
          Participant in the prior plan immediately prior to the effective date
          of such amendment and restatement shall become a Participant in the
          Plan.

          (b) Except as provided in Section 16.04, no election may be made under
          the vesting provisions of the Adoption Agreement if such election
          would reduce the benefits of a Participant under the Plan to less than
          the benefits to which he would have been entitled if he voluntarily
          separated from the service of the Employer immediately prior to such
          amendment and restatement.

          (c) No amendment to the Plan shall decrease a Participant's accrued
          benefit or eliminate an optional form of benefit, except as permitted
          under Section 1.19(e) and the Forms of Payment Addendum to the
          Adoption Agreement.

          (d) The amounts standing to the credit of a Participant's account
          immediately prior to such amendment and restatement which represent
          the amounts properly attributable to (1) contributions by the
          Participant and (2) contributions by the Employer and forfeitures
          shall constitute the opening balance of his Account or Accounts
          under the Plan.

          (e) Amounts being paid to an Inactive Participant or to a Beneficiary
          in accordance with the provisions of the prior plan shall continue to
          be paid in accordance with such provisions.

          (f) Any election and waiver of the "qualified preretirement survivor
          annuity", as defined in Section 14.01, in effect after August 23,
          1984, under the prior plan immediately before such amendment and
          restatement shall be deemed a valid election and waiver of Beneficiary
          under Section 14.04 if such designation satisfies the requirements of
          Sections 14.05 and 14.06, unless and until the Participant revokes
          such election and waiver under the Plan.

          (g) Unless the Employer and the Trustee agree otherwise, all assets of
          the predecessor trust shall be deemed to be assets of the Trust as of
          the effective date of such amendment. Such assets shall be invested by
          the Trustee as soon as reasonably practicable pursuant to Article 8.
          The Employer agrees to assist the Trustee in any way requested by the
          Trustee in order to facilitate the transfer of assets from the
          predecessor trust to the Trust Fund.

17.02. Transfer of Funds from an Existing Plan. The Employer may from time to
time direct the Trustee, in accordance with such rules as the Trustee may
establish, to accept cash, allowable Fund Shares or participant loan promissory
notes transferred for the benefit of Participants from a trust forming part of

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another qualified plan under the Code, provided such plan is a defined
contribution plan. Such transferred assets shall become assets of the Trust as
of the date they are received by the Trustee. Such transferred assets shall be
credited to Participants' Accounts in accordance with their respective interests
immediately upon receipt by the Trustee. A Participant's interest under the Plan
in transferred assets which were fully vested and nonforfeitable under the
transferring plan or which were transferred to the Plan in a manner intended to
satisfy the requirements of subsection (b) of this Section 17.02 shall be fully
vested and nonforfeitable at all times. A Participant's interest under the Plan
in transferred assets which were transferred to the Plan in a manner intended to
satisfy the requirements of subsection (a) of this Section 17.02 shall be
determined in accordance with the terms of the Plan unless the transferor plan's
vesting schedule is more favorable. Such transferred assets shall be invested by
the Trustee in accordance with the provisions of Subsection 17.01(g) as if such
assets were transferred from a prior plan. Except as otherwise provided below,
no transfer of assets in accordance with this Section 17.02 may cause a loss of
an accrued or optional form of benefit protected by Code Section 411(d)(6).

          Effective for transfers made on or after January 1, 2002, the terms of
the Plan as in effect at the time of the transfer shall apply to the amounts
transferred regardless of whether such application would have the effect of
eliminating or reducing an optional form of benefit protected by Code Section
411(d)(6) which was previously available with respect to any amount transferred
to the Plan pursuant to this Section 17.02, provided that such transfer
satisfies the requirements set forth in either (a) or (b):

          (a)(1) The transfer is conditioned upon a voluntary, fully informed
          election by the Participant to transfer his entire account balance to
          the Plan. As an alternative to the transfer, the Participant is
          offered the opportunity to retain the form of benefit previously
          available to him (or, if the transferor plan is terminated, to receive
          any optional form of benefit for which the participant is eligible
          under the transferor plan as required by Code Section 411(d)(6));

               (2) If the defined contribution plan from which the transfer is
               made is a money purchase pension plan, the Plan is a money
               purchase plan or, if the defined contribution plan from which the
               transfer is made includes a qualified cash or deferred
               arrangement, the Plan includes a cash or deferred arrangement;
               and

               (3) The transfer is made either in connection with an asset or
               stock acquisition, merger or other similar transaction involving
               a change in employer of the employees of a trade or business
               (i.e., an acquisition or disposition within the meaning of
               Section 1.410(b)-2(f)) or in connection with the participant's
               change in employment status such that the participant is not
               entitled to additional allocations under the transferor plan.

          (b) (1) The transfer satisfies the requirements of subsection (a)(1)
          of this Section 17.02;

               (2) The transfer occurs at a time when the Participant is
               eligible, under the terms of the transferor plan, to receive an
               immediate distribution of his account;

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               (3) If the transfer occurs on or after January 1, 2002, the
               transfer occurs at a time when the participant is not eligible to
               receive an immediate distribution of his entire nonforfeitable
               account balance in a single sum distribution that would consist
               entirely of an eligible rollover distribution within the meaning
               of Code Section 401(a)(31)(C); and

               (4) The amount transferred, together with the amount of any
               contemporaneous Code Section 401(a)(31) direct rollover to the
               Plan, equals the entire nonforfeitable account of the participant
               whose account is being transferred.

          It is the Employer's obligation to ensure that all assets of the Plan,
other than those maintained in a separate trust or fund pursuant to the
provisions of Section 20.10, are transferred to the Trustee. The Trustee shall
have no liability for and no duty to inquire into the administration of such
transferred assets for periods prior to the transfer.

17.03. Acceptance of Assets by Trustee. The Trustee shall not accept assets
which are not either in a medium proper for investment under the Plan, as set
forth in the Plan and the Service Agreement, or in cash. Such assets shall be
accompanied by instructions in writing (or such other medium as may be
acceptable to the Trustee) showing separately the respective contributions by
the prior employer and by the Participant, and identifying the assets
attributable to such contributions. The Trustee shall establish such accounts as
may be necessary or appropriate to reflect such contributions under the Plan.
The Trustee shall hold such assets for investment in accordance with the
provisions of Article 8, and shall in accordance with the written instructions
of the Employer make appropriate credits to the Accounts of the Participants for
whose benefit assets have been transferred.

17.04. Transfer of Assets from Trust. Effective on or after January 1, 2002, the
Employer may direct the Trustee to transfer all or a specified portion of the
Trust assets to any other plan or plans maintained by the Employer or the
employer or employers of an Inactive Participant or Participants, provided that
the Trustee has received evidence satisfactory to it that such other plan meets
all applicable requirements of the Code, subject to the following:

          (a) The assets so transferred shall be accompanied by instructions in
          writing (or such other medium as may be acceptable to the Trustee)
          from the Employer naming the persons for whose benefit such assets
          have been transferred, showing separately the respective contributions
          by the Employer and by each Inactive Participant, if any, and
          identifying the assets attributable to the various contributions. The
          Trustee shall not transfer assets hereunder until all applicable
          filing requirements are met. The Trustee shall have no further
          liabilities with respect to assets so transferred.

          (b) A transfer of assets made pursuant to this Section 17.04 may
          result in the elimination or reduction of an optional form of benefit
          protected by Code Section 411(d)(6), provided that the transfer
          satisfies the requirements set forth in either (1) or (2):

               (1)(i) The transfer is conditioned upon a voluntary, fully
               informed election by the Participant to transfer his entire
               Account to the other defined contribution plan. As an alternative
               to the transfer, the Participant is offered the opportunity to
               retain the form of benefit

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               previously available to him (or, if the Plan is terminated, to
               receive any optional form of benefit for which the Participant is
               eligible under the Plan as required by Code Section 411(d)(6));

                    (ii) If the Plan is a money purchase pension plan, the
                    defined contribution plan to which the transfer is made must
                    be a money purchase pension plan and if the Plan includes a
                    qualified cash or deferred arrangement under Code Section
                    401(k), the defined contribution plan to which the transfer
                    is made must include a qualified cash or deferred
                    arrangement; and

                    (iii) The transfer is made either in connection with an
                    asset or stock acquisition, merger or other similar
                    transaction involving a change in employer of the employees
                    of a trade or business (i.e., an acquisition or disposition
                    within the meaning of Section 1.410(b)- 2(f)) or in
                    connection with the Participant's change in employment
                    status such that the Participant becomes an Inactive
                    Participant.

               (2)(i) The transfer satisfies the requirements of subsection
               (1)(i) of this Section 17.04;

                    (ii) The transfer occurs at a time when the Participant is
                    eligible, under the terms of the Plan, to receive an
                    immediate distribution of his benefit;

                    (iii) If the transfer occurs on or after January 1, 2002,
                    the transfer occurs at a time when the Participant is not
                    eligible to receive an immediate distribution of his entire
                    nonforfeitable Account in a single sum distribution that
                    would consist entirely of an eligible rollover distribution
                    within the meaning of Code Section 40l(a)(31)(C);

                    (iv) The Participant is fully vested in the transferred
                    amount in the transferee plan; and

                    (v) The amount transferred, together with the amount of any
                    contemporaneous Code Section 401(a)(31) direct rollover to
                    the transferee plan, equals the entire nonforfeitable
                    Account of the Participant whose Account is being
                    transferred.

Article 18. Miscellaneous.

18.01. Communication to Participants. The Plan shall be communicated to all
Eligible Employees by the Employer promptly after the Plan is adopted.

18.02. Limitation of Rights. Neither the establishment of the Plan and the
Trust, nor any amendment thereof, nor the creation of any fund or account, nor
the payment of any benefits, shall be construed as giving to any Participant or
other person any legal or equitable right against the Employer, Administrator or
Trustee, except as provided herein; and in no event shall the terms of
employment or service of any Participant be modified or in any way affected
hereby. It is a condition of the Plan, and each Participant expressly agrees by
his participation herein, that each Participant shall look solely to the assets
held in the Trust for the payment of any benefit to which he is entitled under
the Plan.

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18.03. Nonalienability of Benefits. Except as provided in Code Sections
401(a)(13) (C) and (D) (relating to offsets ordered or required under a criminal
conviction involving the Plan, a civil judgment in connection with a violation
or alleged violation of fiduciary responsibilities under ERISA, or a settlement
agreement between the Participant and the Department of Labor in connection with
a violation or alleged violation of fiduciary responsibilities under ERISA),
Section 1.401(a)-l3(b)(2) of the Treasury Regulations (relating to Federal tax
levies), or as otherwise required by law, the benefits provided hereunder shall
not be subject to alienation, assignment, garnishment, attachment, execution or
levy of any kind, either voluntarily or involuntarily, and any attempt to cause
such benefits to be so subjected shall not be recognized. 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 by the Administrator to be a qualified
domestic relations order, as defined in Code Section 414(p), or any domestic
relations order entered before January 1, 1985.

18.04. Qualified Domestic Relations Orders Procedures. The Administrator must
establish reasonable procedures to determine the qualified status of a domestic
relations order. Upon receiving a domestic relations order, the Administrator
shall promptly notify the Participant and any alternate payee named in the
order, in writing, of the receipt of the order and the Plan's procedures for
determining the qualified status of the order. Within a reasonable period of
time after receiving the domestic relations order, the Administrator must
determine the qualified status of the order and must notify the Participant and
each alternate payee, in writing, of its determination. The Administrator shall
provide such notice by mailing to the individual's address specified in the
domestic relations order, or in a manner consistent with the Department of Labor
regulations.

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

          The Trustee shall set up segregated accounts for each alternate payee
when properly notified by the Administrator.

          A domestic relations order shall not fail to be deemed a qualified
domestic relations order merely because it requires the distribution or
segregation of all or part of a Participant's Account with respect to an
alternate payee prior to the Participant's earliest retirement age (as defined
in Code Section 414(p)) under the Plan. A distribution to an alternate payee
prior to the Participant's attainment of the earliest retirement age is
available only if (a) the order specifies distribution at that time and (b) if
the present value of the alternate payee's benefits under the Plan exceeds
$5,000 as determined under Section 13.02 (or such larger amount as may be
specified in Code Section 417(e)(1)), and the order requires, and the alternate
payee consents to, a distribution occurring prior to the Participant's
attainment of earliest retirement age.

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18.05. Additional Rules for Paired Plans. If the Employer has adopted both a
money purchase pension plan and a profit sharing plan under this Basic Plan
Document which are to be considered paired plans, the elections in Section 1.04
of the Adoption Agreement must be identical with respect to both plans. When the
paired plans are "top-heavy plans", as defined in Subsection 15.01(f), or are
deemed to be "top-heavy plans", the money purchase pension plan shall provide
the minimum contribution required under Section 15.03, unless contributions
under the money purchase pension plan are frozen.

18.06. Application of Plan Provisions in Multiple Employer Plans.
Notwithstanding any other provision of the Plan to the contrary, if one of the
Employers designated in Subsection 1.02(b) of the Adoption Agreement is not a
Related Employer, the Prototype Sponsor reserves the right to take any or all of
the following actions:

          (a) treat the Plan as a multiple employer plan;

          (b) permit the Employer to amend the Plan to exclude the un-Related
          Employer from participation in the Plan; or

          (c) treat the Employer as having amended the Plan in the manner
          described in Section 16.02 such that the Employer may no longer
          participate in this prototype plan arrangement.

          For the period, if any, that the Prototype Sponsor elects to treat the
Plan as a multiple employer plan, each un-Related Employer shall be treated as a
separate Employer for purposes of contributions, application of the "ADP" and
"ACP" tests described in Sections 6.03 and 6.06, application of the Code Section
415 limitations described in Section 6.12, top-heavy determinations and
application of the top-heavy requirements under Article 15, and application of
such other Plan provisions as the Employers determine to be appropriate. For any
such period, the Prototype Sponsor shall continue to treat the Employer as
participating in this prototype plan arrangement for purposes of Plan
administration, notices or other communications in connection with the Plan, and
other Plan-related services; provided, however, that if the Employer applies to
the Internal Revenue Service for a determination letter, the multiple employer
plan shall be filed on the form appropriate for multiple employer plans. The
Administrator shall be responsible for administering the Plan as a multiple
employer plan.

18.07. Veterans Reemployment Rights. Notwithstanding any other provision of the
Plan to the contrary, contributions, benefits, and service credit with respect
to qualified military service shall be provided in accordance with Code Section
414(u). The Administrator shall notify the Trustee of any Participant with
respect to whom additional contributions are made because of qualified military
service.

18.08. Facility of Payment. In the event the Administrator determines, on the
basis of medical reports or other evidence satisfactory to the Administrator,
that the recipient of any benefit payments under the Plan is incapable of
handling his affairs by reason of minority, illness, infirmity or other
incapacity, the Administrator may direct the Trustee to disburse such payments
to a person or institution designated by a court which has jurisdiction over
such recipient or a person or institution otherwise having the legal authority
under state law for the care and control of such recipient. The receipt by such
person or institution of any such payments shall be complete acquittance
therefore, and

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any such payment to the extent thereof, shall discharge the liability of the
Trust for the payment of benefits hereunder to such recipient.

18.09. Information between Employer and Trustee. The Employer agrees to furnish
the Trustee, and the Trustee agrees to furnish the Employer, with such
information relating to the Plan and Trust as may be required by the other in
order to carry out their respective duties hereunder, including without
limitation information required under the Code and any regulations issued or
forms adopted by the Treasury Department thereunder or under the provisions of
ERISA and any regulations issued or forms adopted by the Department of Labor
thereunder.

18.10. Effect of Failure to Qualify Under Code. Notwithstanding any other
provision contained herein, if the Employer fails to obtain or retain approval
of the Plan by the Internal Revenue Service as a qualified Plan under the Code,
the Employer may no longer participate in this prototype Plan arrangement and
shall be deemed to have an individually designed plan.

18.11. Directions, Notices and Disclosure. Any notice or other communication in
connection with this Plan shall be deemed delivered in writing if addressed as
provided below and if either actually delivered at said address or, in the case
of a letter, three business days shall have elapsed after the same shall have
been deposited in the United States mails, first-class postage prepaid and
registered or certified:

          (a) If to the Employer or Administrator, to it at the address set
          forth in the Adoption Agreement, and, if to the Employer, to the
          attention of the contact specified in Subsection 1.O2(a) of the
          Adoption Agreement;

          (b) If to the Trustee, to it at the address set forth in Subsection
          1.03(a) the Adoption Agreement;

or, in each case at such other address as the addressee shall have specified by
written notice delivered in accordance with the foregoing to the addressor's
then effective notice address.

          Any direction, notice or other communication provided to the Employer,
the Administrator or the Trustee by another party which is stipulated to be in
written form under the provisions of this Plan may also be provided in any
medium which is permitted under applicable law or regulation. Any written
communication or disclosure to Participants required under the provisions of
this Plan may be provided in any other medium (electronic, telephone or
otherwise) that is permitted under applicable law or regulation.

18.12. Governing Law. The Plan and the accompanying Adoption Agreement shall be
construed, administered and enforced according to ERISA, and to the extent not
preempted thereby, the laws of the Commonwealth of Massachusetts.

          Nothing contained in Sections 8.02, 19.01 or 19.05 or this Section
18.13 shall be construed in a manner which subjects a governmental plan (as
defined in Code Section 414(d)) or a non-electing church plan (as described in
Code Section 410(d)) to the fiduciary provisions of Title I of ERISA.

Article 19. Plan Administration.

19.01. Powers and Responsibilities of the Administrator. The Administrator has
the full power and the full responsibility to administer the Plan in all of its

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details, subject, however, to the requirements of ERISA. In addition to the
powers and authorities expressly conferred upon it in the Plan, the
Administrator shall have all such powers and authorities as may be necessary to
carry out the provisions of the Plan, including the discretionary power and
authority to interpret and construe the provisions of the Plan, such
interpretation to be final and conclusive on all persons claiming benefits under
the Plan; to make benefit determinations; to utilize the correction programs or
systems established by the Internal Revenue Service (such as the Employee Plans
Compliance and Resolution System) or the Department of Labor; and to resolve any
disputes arising under the Plan. The Administrator may, by written instrument,
allocate and delegate its fiduciary responsibilities in accordance with ERISA
Section 405, including allocation of such responsibilities to an administrative
committee formed to administer the Plan.

19.02. Nondiscriminatory Exercise of Authority. Whenever, in the administration
of the Plan, any discretionary action by the Administrator is required, the
Administrator shall exercise its authority in a nondiscriminatory manner so that
all persons similarly situated shall receive substantially the same treatment.

19.03. Claims and Review Procedures. Except to the extent that the provisions of
any collective-bargaining agreement provide another method of resolving claims
for benefits under the Plan, the provisions of this Section 19.03 shall control
with respect to the resolution of such claims; provided, however, that the
Employer may institute alternative claims procedures that are more restrictive
on the Employer and more generous with respect to persons claiming a benefit
under the Plan.

          (a) Claims Procedure. Whenever a request for benefits under the Plan
          is wholly or partially denied, the Administrator shall notify the
          person claiming such benefits of its decision in writing. Such
          notification shall contain (1) specific reasons for the denial of the
          claim, (2) specific reference to pertinent Plan provisions, (3) a
          description of any additional material or information necessary for
          such person to perfect such claim and an explanation of why such
          material or information is necessary, and (4) information as to the
          steps to be taken if the person wishes to submit a request for review.
          Such notification shall be given within 90 days after the claim is
          received by the Administrator (or within 180 days, if special
          circumstances require an extension of time for processing the claim,
          and if written notice of such extension and circumstances is given to
          such person within the initial 90-day period). If such notification is
          not given within such period, the claim shall be considered denied as
          of the last day of such period and such person may request a review of
          his claim.

          (b) Review Procedure. Within 60 days after the date on which a person
          receives a written notice of a denied claim (or, if applicable, within
          60 days after the date on which such denial is considered to have
          occurred), such person (or his duly authorized representative) may (1)
          file a written request with the Administrator for a review of his
          denied claim and of pertinent documents and (2) submit written issues
          and comments to the Administrator. The Administrator shall notify such
          person of its decision in writing. Such notification shall be written
          in a manner calculated to be understood by such person and shall
          contain specific reasons for the decision as well as specific
          references to pertinent Plan provisions. The decision on review shall
          be made within 60 days after the request for review is received by the
          Administrator (or within 120 days, if special circumstances require an
          extension of time for processing the request, such as an election by
          the Administrator to hold a hearing, and if written notice of such
          extension and

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          circumstances is given to such person within the initial 60-day
          period). If the decision on review is not made within such period, the
          claim shall be considered denied.

19.04. Named Fiduciary. The Administrator is a "named fiduciary" for purposes of
ERISA Section 402(a)(1) and has the powers and responsibilities with respect to
the management and operation of the Plan described herein.

19.05. Costs of Administration. Unless some or all are paid by the Employer, all
reasonable costs and expenses (including legal, accounting, and employee
communication fees) incurred by the Administrator and the Trustee in
administering the Plan and Trust may be paid from the forfeitures (if any)
resulting under Section 11.08, or from the remaining Trust Fund. All such costs
and expenses paid from the Trust Fund shall, unless allocable to the Accounts of
particular Participants, be charged against the Accounts of all Participants on
a pro rata basis or in such other reasonable manner as may be directed by the
Employer and accepted by the Trustee.

Article 20. Trust Agreement.

20.01. Acceptance of Trust Responsibilities. By executing the Adoption
Agreement, the Employer establishes a trust to hold the assets of the Plan that
are invested in Permissible Investments. By executing the Adoption Agreement,
the Trustee agrees to accept the rights, duties and responsibilities set forth
in this Article. If the Plan is an amendment and restatement of a prior plan,
the Trustee shall have no liability for and no duty to inquire into the
administration of the assets of the Plan for periods prior to the date such
assets are transferred to the Trust.

20.02. Establishment of Trust Fund. A trust is hereby established under the
Plan. The Trustee shall open and maintain a trust account for the Plan and, as
part thereof, Accounts for such individuals as the Employer shall from time to
time notify the Trustee are Participants in the Plan. The Trustee shall accept
and hold in the Trust Fund such contributions on behalf of Participants as it
may receive from time to time from the Employer. The Trust Fund shall be fully
invested and reinvested in accordance with the applicable provisions of the Plan
in Fund Shares or as otherwise provided in Section 20.10.

          The Trust is intended to qualify as a domestic trust in accordance
with Code Section 770l(a)(30)(E) and any regulations issued thereunder.
Accordingly, only United States persons (as defined in Code Section 770l(a)(30)
may have the authority to control all substantial decisions regarding the Trust
(including decisions to appoint, retain or replace the Trustee), unless the Plan
filed a domestic trust election pursuant to Treasury Regulation Section
30l.770l-7(f) or any subsequent guidance issued by the Internal Revenue Service,
or except as otherwise provided in applicable regulation or legislation.

20.03. Exclusive Benefit. The Trustee shall hold the assets of the Trust Fund
for the exclusive purpose of providing benefits to Participants and
Beneficiaries and defraying the reasonable expenses of administering the Plan.
No assets of the Plan shall revert to the Employer except as specifically
permitted by the terms of the Plan.

20.04. Powers of Trustee. The Trustee shall have no discretion or authority with
respect to the investment of the Trust Fund but shall act solely as a directed
trustee of the funds contributed to it. In addition to and not in limitation of

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such powers as the Trustee has by law or under any other provisions of the Plan,
the Trustee shall have the following powers, each of which the Trustee exercises
solely as directed Trustee in accordance with the written direction of the
Employer except to the extent a Plan asset is subject to Participant direction
of investment and provided that no such power shall be exercised in any manner
inconsistent with the provisions of ERISA:

          (a) to deal with all or any part of the Trust Fund and to invest all
          or a part of the Trust Fund in Permissible Investments, without regard
          to the law of any state regarding proper investment;

          (b) to transfer to and invest all or any part of the Trust in any
          collective investment trust which is then maintained by a bank or
          trust company (or any affiliate) and which is tax-exempt pursuant to
          Code Section 501(a) and Rev. Rul. 81-100; provided that such
          collective investment trust is a Permissible Investment; and provided,
          further, that the instrument establishing such collective investment
          trust, as amended from time to time, shall govern any investment
          therein, and is hereby made a part of the Plan and this Trust
          Agreement to the extent of such investment therein;

          (c) to retain uninvested such cash as it may deem necessary or
          advisable, without liability for interest thereon, for the
          administration of the Trust;

          (d) to sell, lease, convert, redeem, exchange, or otherwise dispose of
          all or any part of the assets constituting the Trust Fund;

          (e) to borrow funds from a bank or other financial institution not
          affiliated with the Trustee in order to provide sufficient liquidity
          to process Plan transactions in a timely fashion, provided that the
          cost of borrowing shall be allocated in a reasonable fashion to the
          Permissible Investment(s) in need of liquidity;

          (f) to enforce by suit or otherwise, or to waive, its rights on behalf
          of the Trust, and to defend claims asserted against it or the Trust,
          provided that the Trustee is indemnified to its satisfaction against
          liability and expenses;

          (g) to employ such agents and counsel as may be reasonably necessary
          in collecting, managing, administering, investing, distributing and
          protecting the Trust Fund or the assets thereof and to pay them
          reasonable compensation;

          (h) to compromise, adjust and settle any and all claims against or in
          favor of it or the Trust;

          (i) to oppose, or participate in and consent to the reorganization,
          merger, consolidation, or readjustment of the finances of any
          enterprise, to pay assessments and expenses in connection therewith,
          and to deposit securities under deposit agreements;

          (j) to apply for or purchase annuity contracts in accordance with
          Article 14;

          (k) to hold securities unregistered, or to register them in its own
          name or in the name of nominees;

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          (1) to appoint custodians to hold investments within the jurisdiction
          of the district courts of the United States and to deposit securities
          with stock clearing corporations or depositories or similar
          organizations;

          (m) to make, execute, acknowledge and deliver any and all instruments
          that it deems necessary or appropriate to carry out the powers herein
          granted;

          (n) generally to exercise any of the powers of an owner with respect
          to all or any part of the Trust Fund; and

          (o) to take all such actions as may be necessary under the Trust
          Agreement to the extent consistent with applicable law.

          The Employer specifically acknowledges and authorizes that affiliates
of the Trustee may act as its agent in the performance of ministerial,
nonfiduciary duties under the Trust. The expenses and compensation of such agent
shall be paid by the Trustee.

          The Trustee shall provide the Employer with reasonable notice of any
claim filed against the Plan or Trust or with regard to any related matter, or
of any claim filed by the Trustee on behalf of the Plan or Trust or with regard
to any related matter.

20.05. Accounts. The Trustee shall keep full accounts of all receipts and
disbursements and other transactions hereunder. Within 120 days after the close
of each Plan Year, within 90 days after termination of the Trust, and at such
other times as may be appropriate, the Trustee shall determine the then net fair
market value of the Trust Fund as of the close of the Plan Year, as of the
termination of the Trust, or as of such other time, whichever is applicable, and
shall render to the Employer and Administrator an account of its administration
of the Trust during the period since the last such accounting, including all
allocations made by it during such period.

20.06. Approval of Accounts. To the extent permitted by law, the written
approval of any account by the Employer or Administrator shall be final and
binding, as to all matters and transactions stated or shown therein, upon the
Employer, Administrator, Participants and all persons who then are or thereafter
become interested in the Trust. The failure of the Employer or Administrator to
notify the Trustee within six months after the receipt of any account of its
objection to the account shall, to the extent permitted by law, be the
equivalent of written approval. If the Employer or Administrator files any
objections within such six month period with respect to any matters or
transactions stated or shown in the account, and the Employer or Administrator
and the Trustee cannot amicably settle the question raised by such objections,
the Trustee shall have the right to have such questions settled by judicial
proceedings. Nothing herein contained shall be construed so as to deprive the
Trustee of the right to have judicial settlement of its accounts. In any
proceeding for a judicial settlement of any account or for instructions, the
only necessary parties shall be the Trustee, the Employer and the Administrator.

20.07. Distribution from Trust Fund. The Trustee shall make such distributions
from the Trust Fund as the Employer or Administrator may direct (in writing or
such other medium as may be acceptable to the Trustee), consistent with the
terms of the Plan and either for the exclusive benefit of Participants or their
Beneficiaries, or for the payment of expenses of administering the Plan.

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20.08. Transfer of Amounts from Qualified Plan. If amounts are to be transferred
to the Plan from another qualified plan or trust under Code Section 401(a), such
transfer shall be made in accordance with the provisions of the Plan and with
such rules as may be established by the Trustee. The Trustee shall only accept
assets which are in a medium proper for investment under this Trust Agreement or
in cash, and that are accompanied in a timely manner, as agreed to by the
Administrator and the Trustee, by instructions in writing (or such other medium
as may be acceptable to the Trustee) showing separately the respective
contributions by the prior employer and the transferring Employee, the records
relating to such contributions, and identifying the assets attributable to such
contributions. The Trustee shall hold such assets for investment in accordance
with the provisions of this Trust Agreement.

20.09. Transfer of Assets from Trust. Subject to the provisions of the Plan, the
Employer may direct the Trustee to transfer all or a specified portion of the
Trust assets to any other plan or plans maintained by the Employer or the
employer or employers of an Inactive Participant or Participants, provided that
the Trustee has received evidence satisfactory to it that such other plan meets
all applicable requirements of the Code. The assets so transferred shall be
accompanied by written instructions from the Employer naming the persons for
whose benefit such assets have been transferred, showing separately the
respective contributions by the Employer and by each Participant, if any, and
identifying the assets attributable to the various contributions. The Trustee
shall have no further liabilities with respect to assets so transferred.

20.10. Separate Trust or Fund for Existing Plan Assets. With the consent of the
Trustee, the Employer may maintain a trust or fund (including a group annuity
contract) under this prototype plan document separate from the Trust Fund for
Plan assets purchased prior to the adoption of this prototype plan document
which are not Permissible Investments listed in the Service Agreement. The
Trustee shall have no authority and no responsibility for the Plan assets held
in such separate trust or fund. The Employer shall be responsible for assuring
that such separate trust or fund is maintained pursuant to a separate trust
agreement signed by the Employer and the trustee. The duties and
responsibilities of the trustee of a separate trust shall be provided by the
separate trust agreement, between the Employer and the trustee.

          Notwithstanding the preceding paragraph, the Trustee or an affiliate
of the Trustee may agree in writing to provide ministerial recordkeeping
services for guaranteed investment contracts held in the separate trust or fund.
The guaranteed investment contract(s) shall be valued as directed by the
Employer or the trustee of the separate trust.

          The trustee of the separate trust (hereafter referred to as "trustee")
shall be the owner of any insurance contract purchased prior to the adoption of
this prototype plan document. The insurance contract(s) must provide that
proceeds shall be payable to the trustee; provided, however, that the trustee
shall be required to pay over all proceeds of the contract(s) to the
Participant's designated Beneficiary in accordance with the distribution
provisions of this Plan. A Participant's spouse shall be the designated
Beneficiary of the proceeds in all circumstances unless a qualified election has
been made in accordance with Article 14. Under no circumstances shall the trust
retain any part of the proceeds. In the event of any conflict between the terms
of the Plan and the terms of any insurance contract purchased hereunder, the
Plan provisions shall control.

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          Any life insurance contracts held in the Trust Fund or in the separate
trust are subject to the following limits:

          (a) Ordinary life - For purposes of these incidental insurance
          provisions, ordinary life insurance contracts are contracts with both
          nondecreasing death benefits and nonincreasing premiums. If such
          contracts are held, less than 1/2 of the aggregate employer
          contributions allocated to any Participant shall be used to pay the
          premiums attributable to them.

          (b) Term and universal life - No more than 1/4 of the aggregate
          employer contributions allocated to any participant shall be used to
          pay the premiums on term life insurance contracts, universal life
          insurance contracts, and all other life insurance contracts which are
          not ordinary life.

          (c) Combination - The sum of 1/2 of the ordinary life insurance
          premiums and all other life insurance premiums shall not exceed 1/4 of
          the aggregate employer contributions allocated to any Participant.

20.11. Self-Directed Brokerage Option. If one of the permissible Investments
under the Plan is the self-directed brokerage option, the Employer hereby
directs the Trustee to use Fidelity Brokerage Services LLC, Member NYSE, SIPC or
any of the Trustee's affiliates or subsidiaries (collectively, "FBS"), an
affiliate of the Trustee, to purchase or sell individual securities for
Participant Accounts in accordance with investment directions provided by such
Participants. The provision of brokerage services by FBS shall be subject to the
following:

          (a) The Trustee shall provide the Employer with an annual report which
          summarizes brokerage transactions and transaction-related charges
          incurred by the Plan.

          (b) Any successor organization of FBS, through reorganization,
          consolidation, merger, or otherwise, shall, upon consummation of such
          transaction, become the successor broker in accordance with the terms
          of this direction provision.

          (c) The Trustee and FBS shall continue to rely on this direction
          provision until notified to the contrary. The Employer reserves the
          right to terminate this direction upon sixty (60) days written notice
          to FBS (or its successor) and the Trustee, and such termination shall
          also have the effect of terminating the self-directed brokerage option
          for the Plan.

          (d) The Trustee shall provide the Employer with a list of the types of
          securities that may not be purchased or held under this self-directed
          brokerage option. The Trustee shall provide the Employer with
          administrative procedures and fees governing investment in and
          withdrawals or exchanges from the self-directed brokerage option. The
          Trustee shall have no liability in the event a Participant purchases a
          restricted security.

          (e) Participants may authorize the use of an agent to have limited
          trading authority over assets in their Accounts invested under the
          self-directed brokerage option provided that the Participant completes
          and files with FBS a limited trading authorization and indemnification
          form in the form prescribed by FBS.

          (f) FBS shall provide all proxies and other shareholder materials to
          each Participant with such securities allocated to his or her Account
          under the

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          self-directed brokerage option. The Participant shall have the
          authority to direct the exercise of all shareholder rights
          attributable to the securities allocated to his or her Account and it
          is intended that all such Participant directions shall be subject to
          ERISA Section 404(c). The Trustee shall not exercise any such
          shareholder rights in the absence of a direction from the Participant.

          (g) Self-directed brokerage accounts held under the Plan are subject
          to fees as more fully described in the related self-directed brokerage
          documents provided to the Employer. If there are insufficient funds to
          cover the self- directed brokerage account trades and expenses, a
          liquidation may be made to cover the debit balance and, in doing so,
          the Trustee shall not be deemed to have exercised any discretion.

20.12. Employer Stock Investment Option. If one of the Permissible Investments
is equity securities issued by the Employer or a Related Employer ("Employer
Stock"), such Employer Stock must be publicly traded and "qualifying employer
securities" within the meaning of Section 401(d)(5) of ERISA. Plan investments
in Employer Stock shall be made via the Employer Stock Investment Fund (the
"Stock Fund") which shall consist of either (i) the shares of Employer Stock
held for each Participant who participates in the Stock Fund (a "Share
Accounting Stock Fund"), or (ii) a combination of shares of Employer Stock and
short-term liquid investments, consisting of mutual fund shares or commingled
money market pool units as agreed to by the Employer and the Trustee, which are
necessary to satisfy the Stock Fund's cash needs for transfers and payments (a
"Unitized Stock Fund"). Dividends received by the Stock Fund are reinvested in
additional shares of Employer Stock or, in the case of a Unitized Stock Fund, in
short-term liquid investments. The determination of whether each Participant's
interest in the Stock Fund is administered on a share-accounting or a unitized
basis shall be determined by the Employer's election in the Service Agreement.

In the case of a Unitized Stock Fund, such units shall represent a proportionate
interest in all assets of the Unitized Stock Fund, which includes shares of
Employer Stock, short-term investments, and at times, receivables for dividends
and/or Employer Stock sold and payables for Employer Stock purchased. A net
asset value per unit shall be determined daily for each cash unit outstanding of
the Unitized Stock Fund. The return earned by the Unitized Stock Fund shall
represent a combination of the dividends paid on the shares of Employer Stock
held by the Unitized Stock Fund, gains or losses realized on sales of Employer
Stock, appreciation or depreciation in the market price of those shares owned,
and interest on the short-term investments held by the Unitized Stock Fund. A
target range for the short-term liquid investments shall be maintained for the
Unitized Stock Fund. The Named Fiduciary shall, after consultation with the
Trustee, establish and communicate to the Trustee in writing such target range
and a drift allowance for such short-term liquid investments. Such target range
and drift allowance may be changed by the Named Fiduciary, after consultation
with the Trustee, provided any such change is communicated to the Trustee in
writing. The Trustee is responsible for ensuring that the actual short-term
liquid investments held in the Unitized Stock Fund fall within the agreed upon
target range over time, subject to the Trustee's ability to execute open-market
trades in Employer Stock or to otherwise trade with the Employer.

          Investments in Employer Stock shall be subject to the following
limitations

          (a) Acquisition Limit. Pursuant to the Plan, the Trust may be invested
          in Employer Stock to the extent necessary to comply with investment
          directions under Section 8.02 of the Plan. Notwithstanding the
          foregoing, effective for

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          Deferral Contributions made for Plan Years beginning on or after
          January 1, 1999, the portion of a Participant's Deferral Contributions
          that the Employer may require to be invested in Employer Stock for a
          Plan Year cannot exceed one percent of such Participant's Compensation
          for the Plan Year.

          (b) Fiduciary Duty of Named Fiduciary. The Administrator or any person
          designated by the Administrator as a named fiduciary under Section
          19.01 (the "named fiduciary") shall continuously monitor the
          suitability under the fiduciary duty rules of ERISA Section 404(a)(1)
          (as modified by ERISA Section 404(a)(2)) of acquiring and holding
          Employer Stock. The Trustee shall not be liable for any loss, or by
          reason of any breach, which arises from the directions of the named
          fiduciary with respect to the acquisition and holding of Employer
          Stock, unless it is clear on their face that the actions to be taken
          under those directions would be prohibited by the foregoing fiduciary
          duty rules or would be contrary to the terms of the Plan or this Trust
          Agreement.

          (c) Execution of Purchases and Sales. Purchases and sales of Employer
          Stock shall be made on the open market on the date on which the
          Trustee receives in good order all information and documentation
          necessary to accurately effect such purchases and sales or (i) if
          later, in the case of purchases, the date on which the Trustee has
          received a transfer of the funds necessary to make such purchases,
          (ii) as otherwise provided in the Service Agreement, or (iii) as
          provided in Subsection (d) below. Such general rules shall not apply
          in the following circumstances:

               (1) If the Trustee is unable to determine the number of shares
               required to be purchased or sold on such day;

               (2) If the Trustee is unable to purchase or sell the total number
               of shares required to be purchased or sold on such day as a
               result of market conditions; or

               (3) If the Trustee is prohibited by the Securities and Exchange
               Commission, the New York Stock Exchange, or any other regulatory
               body from purchasing or selling any or all of the shares required
               to be purchased or sold on such day.

               In the event of the occurrence of the circumstances described in
          (1), (2), or (3) above, the Trustee shall purchase or sell such shares
          as soon as possible thereafter and, in the case of a Share Accounting
          Stock Fund, shall determine the price of such purchases or sales to be
          the average purchase or sales price of all such shares purchased or
          sold, respectively.

          (d) Purchases and Sales from or to Employer. If directed by the
          Employer in writing prior to the trading date, the Trustee may
          purchase or sell Employer Stock from or to the Employer if the
          purchase or sale is for adequate consideration (within the meaning of
          ERISA Section 3(18)) and no commission is charged. If Employer
          contributions or contributions made by the Employer on behalf of the
          Participants under the Plan are to be invested in Employer Stock, the
          Employer may transfer Employer Stock in lieu of cash to the Trust. In
          such case, the shares of Employer Stock to be transferred to the Trust
          will be valued at a price that constitutes adequate consideration
          (within the meaning of ERISA Section 3(18)).

          (e) Use of Broker to Purchase Employer Stock. The Employer hereby
          directs the Trustee to use Fidelity Capital Markets, Inc., an
          affiliate of the

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          Trustee, or any other affiliate or subsidiary of the Trustee
          (collectively, "Capital Markets"), to provide brokerage services in
          connection with all market purchases and sales of Employer Stock for
          the Stock Fund, except in circumstances where the Trustee has
          determined, in accordance with its standard trading guidelines or
          pursuant to Employer direction, to seek expedited settlement of
          trades. The Trustee shall provide the Employer with the commission
          schedule for such transactions, a copy of Capital Markets' brokerage
          placement practices, and an annual report which summarizes all
          securities transaction-related charges incurred by the Plan. The
          following shall apply as well:

               (1) Any successor organization of Capital Markets through
               reorganization, consolidation, merger, or similar transactions,
               shall, upon consummation of such transaction, become the
               successor broker in accordance with the terms of this provision.

               (2) The Trustee shall continue to rely on this Employer direction
               until notified to the contrary. The Employer reserves the right
               to terminate this authorization upon sixty (60) days written
               notice to Capital Markets (or its successor) and the Trustee and
               the Employer and the Trustee shall decide on a mutually-agreeable
               alternative procedure for handling brokerage transactions on
               behalf of the Stock Fund.

          (f) Securities Law Reports. The named fiduciary shall be responsible
          for filing all reports required under Federal or state securities laws
          with respect to the Trust's ownership of Employer Stock; including,
          without limitation, any reports required under Section 13 or 16 of the
          Securities Exchange Act of 1934 and shall immediately notify the
          Trustee in writing o(pound) any requirement to stop purchases or sales
          of Employer Stock pending the filing of any report. The Trustee shall
          provide to the named fiduciary such information on the Trust's
          ownership of Employer Stock as the named fiduciary may reasonably
          request in order to comply with Federal or state securities laws.

          (g) Voting and Tender Offers. Notwithstanding any other provision of
          the Trust Agreement the provisions of this Subsection shall govern the
          voting and tendering of Employer Stock. For purposes of this
          Subsection, each Participant shall be designated as a named fiduciary
          under ERISA with respect to shares of Employer Stock that reflect that
          portion, if any, of the Participant's interest in the Stock Fund not
          acquired at the direction of the Participant in accordance with ERISA
          Section 404(c).

                    The Employer, after consultation with the Trustee, shall
          provide and pay for all printing, mailing, tabulation and other costs
          associated with the voting and tendering of Employer Stock, except as
          required by law. The Trustee, after consultation with the Employer,
          shall prepare the necessary documents associated with the voting and
          tendering of Employer Stock, unless the Employer directs the Trustee
          not to do so.

                    (1) Voting.

                    (A) When the issuer of the Employer Stock prepares for any
                    annual or special meeting, the Employer shall notify the
                    Trustee thirty (30) days in advance of the intended record
                    date and shall cause a copy of all proxy solicitation
                    materials to be sent to the Trustee. If requested by the
                    Trustee, the Employer shall certify to the Trustee that the
                    aforementioned materials represent the same

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                    information that is distributed to shareholders of Employer
                    Stock. Based on these materials the Trustee shall prepare a
                    voting instruction form. At the time of mailing of notice of
                    each annual or special stockholders' meeting of the issuer
                    of the Employer Stock, the Employer shall cause a copy of
                    the notice and all proxy solicitation materials to be sent
                    to each Participant with an interest in Employer Stock held
                    in the Trust, together with the foregoing voting instruction
                    form to be returned to the Trustee or its designee. The form
                    shall show the proportional interest in the number of full
                    and fractional shares of Employer Stock credited to the
                    Participant's Sub-Accounts held in the Stock Fund. The
                    Employer shall provide the Trustee with a copy of any
                    materials provided to the Participants and shall (if the
                    mailing is not handled by the Trustee) notify the Trustee
                    that the materials have been mailed or otherwise sent to
                    Participants.

                    (B) Each Participant with an interest in the Stock Fund
                    shall have the right to direct the Trustee as to the manner
                    in which the Trustee is to vote (including not to vote) that
                    number of shares of Employer Stock that is credited to his
                    Account, if the Plan uses share accounting, or, if
                    accounting is by units of participation, that reflects such
                    Participant's proportional interest in the Stock Fund (both
                    vested and unvested). Directions from a Participant to the
                    Trustee concerning the voting of Employer Stock shall be
                    communicated in writing, or by such other means mutually
                    acceptable to the Trustee and the Employer. These directions
                    shall be held in confidence by the Trustee and shall not be
                    divulged to the Employer, or any officer or employee
                    thereof, or any other person, except to the extent that the
                    consequences of such directions are reflected in reports
                    regularly communicated to any such persons in the ordinary
                    course of the performance of the Trustee's services
                    hereunder. Upon its receipt of the directions, the Trustee
                    shall vote the shares of Employer Stock that reflect the
                    Participant's interest in the Stock Fund as directed by the
                    Participant. The Trustee shall not vote shares of Employer
                    Stock that reflect a Participant's interest in the Stock
                    Fund for which the Trustee has received no direction from
                    the Participant, except as required by law.

               (2) Tender Offers

                    (A) Upon commencement of a tender offer for any securities
                    held in the Trust that are Employer Stock, the Employer
                    shall timely notify the Trustee in advance of the intended
                    tender date and shall cause a copy of all materials to be
                    sent to the Trustee. The Employer shall certify to the
                    Trustee that the aforementioned materials represent the same
                    information distributed to shareholders of Employer Stock.
                    Based on these materials, and after consultation with the
                    Employer, the Trustee shall prepare a tender instruction
                    form and shall provide a copy of all tender materials to be
                    sent to each Participant with an interest in the Stock Fund,
                    together with the foregoing tender instruction form, to be
                    returned to the Trustee or its designee. The tender
                    instruction form shall show the number of full and
                    fractional shares of Employer Stock credited to the
                    Participant's Account, if the Plan uses share accounting,
                    or, if accounting is by units of participation, that reflect
                    the Participant's proportional interest in the Stock Fund
                    (both vested and unvested). The Employer shall notify each
                    Participant with an

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                    interest in such Employer Stock of the tender offer and
                    utilize its best efforts to timely distribute or cause to be
                    distributed to the Participant the tender materials and the
                    tender instruction form described herein. The Employer shall
                    provide the Trustee with a copy of any materials provided to
                    the Participants and shall (if the mailing is not handled by
                    the Trustee) notify the Trustee that the materials have been
                    mailed or otherwise sent to Participants.

                    (B) Each Participant with an interest in the Stock Fund
                    shall have the right to direct the Trustee to tender or not
                    to tender some or all of the shares of Employer Stock that
                    are credited to his Account, if the Plan uses share
                    accounting, or, if accounting is by units of participation,
                    that reflect such Participant's proportional interest in the
                    Stock Fund (both vested and unvested). Directions from a
                    Participant to the Trustee concerning the tender of Employer
                    Stock shall be communicated in writing, or by such other
                    means as is agreed upon by the Trustee and the Employer
                    under the preceding paragraph. These directions shall be
                    held in confidence by the Trustee and shall not be divulged
                    to the Employer, or any officer or employee thereof, or any
                    other person, except to the extent that the consequences of
                    such directions are reflected in reports regularly
                    communicated to any such persons in the ordinary course of
                    the performance of the Trustee's services hereunder. The
                    Trustee shall tender or not tender shares of Employer Stock
                    as directed by the Participant. Except as otherwise required
                    by law, the Trustee shall not tender shares of Employer
                    Stock that are credited to a Participant's Account, if the
                    Plan uses share accounting, or, if accounting is by units of
                    participation, that reflect a Participant's proportional
                    interest in the Stock Fund for which the Trustee has
                    received no direction from the Participant.

                    (C) A Participant who has directed the Trustee to tender
                    some or all of the shares of Employer Stock that reflect the
                    Participant's proportional interest in the Stock Fund may,
                    at any time prior to the tender offer withdrawal date,
                    direct the Trustee to withdraw some or all of such tendered
                    shares, and the Trustee shall withdraw the directed number
                    of shares from the tender offer prior to the tender offer
                    withdrawal deadline. A Participant shall not be limited as
                    to the number of directions to tender or withdraw that the
                    Participant may give to the Trustee.

                    (D) A direction by a Participant to the Trustee to tender
                    shares of Employer Stock that reflect the Participant's
                    proportional interest in the Stock Fund shall not be
                    considered a written election under the Plan by the
                    Participant to withdraw, or have distributed, any or all of
                    his withdrawable shares. If the Plan uses share accounting,
                    the Trustee shall credit to the Participant's Account the
                    proceeds received by the Trustee in exchange for the shares
                    of Employer Stock tendered from the Participant's Account.
                    If accounting is by units of participation, the Trustee
                    shall credit to each proportional interest of the
                    Participant from which the tendered shares were taken the
                    proceeds received by the Trustee in exchange for the shares
                    of Employer Stock tendered from that interest. Pending
                    receipt of direction (through the Administrator) from the
                    Participant or the named fiduciary, as provided in the Plan,
                    as to which of the remaining Permissible Investments the
                    proceeds should be invested in, the Trustee shall invest the
                    proceeds in the

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                    permissible Investment specified for such purposes in the
                    Service Agreement or, if no such Permissible Investment has
                    been specified, the most conservative Permissible Investment
                    designated by the Employer in the Service Agreement.

          (h) Shares Credited. If accounting with respect to the Stock Fund is
          by units of participation, then for all purposes of this Section
          20.12, the number of shares of Employer Stock deemed "reflected" in a
          Participant's proportional interest shall be determined as of the last
          preceding valuation date. The trade date is the date the transaction
          is valued.

          (i) General. With respect to all rights other than the right to vote,
          the right to tender, and the right to withdraw shares previously
          tendered, in the case of Employer Stock credited to a Participant's
          Account or proportional interest in the Stock Fund, the Trustee shall
          follow the directions of the Participant and if no such directions are
          received, the directions of the named fiduciary. The Trustee shall
          have no duty to solicit directions from Participants.

          (j) Conversion. All provisions in this Section 20.12 shall also apply
          to any securities received as a result of a conversion to Employer
          Stock.

20.13. Voting; Delivery of Information. The Trustee shall deliver, or cause to
be executed and delivered, to the Employer or Administrator all notices,
prospectuses, financial statements, proxies and proxy soliciting materials
received by the Trustee relating to securities held by the Trust or, if
applicable, deliver these materials to the appropriate Participant or the
Beneficiary of a deceased Participant. The Trustee shall not vote any securities
held by the Trust except in accordance with the instructions of the Employer,
Participant, or the Beneficiary of the Participant if the Participant is
deceased; provided, however, that the Trustee may, in the absence of
instructions, vote "present" for the sole purpose of allowing such shares to be
counted for establishment of a quorum at a shareholders' meeting. The Trustee
shall have no duty to solicit instructions from Participants, Beneficiaries, or
the Employer.

20.14. Compensation and Expenses of Trustee. The Trustee's fee for performing
its duties hereunder shall be such reasonable amounts as the Trustee may from
time to time specify in the Service Agreement or any other written agreement
with the Employer. Such fee, any taxes of any kind which may be levied or
assessed upon or with respect to the Trust Fund, and any and all expenses,
including without limitation legal fees and expenses of administrative and
judicial proceedings, reasonably incurred by the Trustee in connection with its
duties and responsibilities hereunder shall, unless some or all have been paid
by said Employer, be paid either from forfeitures resulting under Section 11.08,
or from the remaining Trust Fund and shall, unless allocable to the Accounts of
particular Participants, be charged against the respective Accounts of all
Participants, in such reasonable manner as the Trustee may determine.

20.15. Reliance by Trustee on Other Persons. The Trustee may rely upon and act
upon any writing from any person authorized by the Employer or the Administrator
pursuant to the Service Agreement or any other written direction to give
instructions concerning the Plan and may conclusively rely upon and be protected
in acting upon any written order from the Employer or the Administrator or upon
any other notice, request, consent, certificate, or other instructions or paper
reasonably believed by it to have been executed by a duly authorized person, so
long as it acts in good faith in taking or omitting to take any such action. The

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<PAGE>

Trustee need not inquire as to the basis in fact of any statement in writing
received from the Employer or the Administrator.

          The Trustee shall be entitled to rely on the latest certificate it has
received from the Employer or the Administrator as to any person or persons
authorized to act for the Employer or the Administrator hereunder and to sign on
behalf of the Employer or the Administrator any directions or instructions,
until it receives from the Employer or the Administrator written notice that
such authority has been revoked.

          Notwithstanding any provision contained herein, the Trustee shall be
under no duty to take any action with respect to any Participant's Account
(other than as specified herein) unless and until the Employer or the
Administrator furnishes the Trustee with written instructions on a form
acceptable to the Trustee, and the Trustee agrees thereto in writing. The
Trustee shall not be liable for any action taken pursuant to the Employer's or
the Administrator's written instructions (nor for the collection of
contributions under the Plan, nor the purpose or propriety of any distribution
made thereunder).

20.16. Indemnification by Employer. The Employer shall indemnify and save
harmless the Trustee, and all affiliates, employees, agents and sub-contractors
of the Trustee, from and against any and all liability or expense (including
reasonable attorneys' fees) to which the Trustee, or such other individuals or
entities, may be subjected by reason of any act or conduct being taken in the
performance of any Plan-related duties, including those described in this Trust
Agreement and the Service Agreement, unless such liability or expense results
from the Trustee's, or such other individuals' or entities', negligence or
willful misconduct.

20.17. Consultation by Trustee with Counsel. The Trustee may consult with legal
counsel (who may be but need not be counsel for the Employer or the
Administrator) concerning any question which may arise with respect to its
rights and duties under the Plan and Trust, and the opinion of such counsel
shall, to the extent permitted by law, be full and complete protection in
respect of any action taken or omitted by the Trustee hereunder in good faith
and in accordance with the opinion of such counsel.

20.18. Persons Dealing with the Trustee. No person dealing with the Trustee
shall be bound to see to the application of any money or property paid or
delivered to the Trustee or to inquire into the validity or propriety of any
transactions.

20.19. Resignation or Removal of Trustee. The Trustee may resign at any time by
written notice to the Employer, which resignation shall be effective 60 days
after delivery to the Employer. The Trustee may be removed by the Employer by
written notice to the Trustee, which removal shall be effective 60 days after
delivery to the Trustee or such shorter period as may be mutually agreed upon by
the Employer and the Trustee.

          Except in the case of Plan termination, upon resignation or removal of
the Trustee, the Employer shall appoint a successor trustee. Any such successor
trustee shall, upon written acceptance of his appointment, become vested with
the estate, rights, powers, discretion, duties and obligations of the Trustee
hereunder as if he had been originally named as Trustee in this Agreement.

          Upon resignation or removal of the Trustee, the Employer shall no
longer participate in this prototype plan and shall be deemed to have adopted an

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<PAGE>

individually designed plan. In such event, the Employer shall appoint a
successor trustee within said GO-day period and the Trustee shall transfer the
assets of the Trust to the successor trustee upon receipt of sufficient evidence
(such as a determination letter or opinion letter from the Internal Revenue
Service or an opinion of counsel satisfactory to the Trustee) that such trust
shall be a qualified trust under the Code.

          The appointment of a successor trustee shall be accomplished by
delivery to the Trustee of written notice that the Employer has appointed such
successor trustee, and written acceptance of such appointment by the successor
trustee. The Trustee may, upon transfer and delivery of the Trust Fund to a
successor trustee, reserve such reasonable amount as it shall deem necessary to
provide for its fees, compensation, costs and expenses, or for the payment of
any other liabilities chargeable against the Trust Fund for which it may be
liable. The Trustee shall not be liable for the acts or omissions of any
successor trustee.

20.20. Fiscal Year of the Trust. The fiscal year of the Trust shall coincide
with the Plan Year.

20.21. Discharge of Duties by Fiduciaries. The Trustee and the Employer and any
other fiduciary shall discharge their duties under the Plan and this Trust
Agreement solely in the interests of Participants and their Beneficiaries in
accordance with the requirements of ERISA.

20.22. Amendment. In accordance with provisions of the Plan, and subject to the
limitations set forth therein, this Trust Agreement may be amended by an
instrument in writing signed by the Employer and the Trustee. No amendment to
this Trust Agreement shall divert any part of the Trust Fund to any purpose
other than as provided in Section 20.03.

20.23. Plan Termination. Upon termination or partial termination of the Plan or
complete discontinuance of contributions thereunder, the Trustee shall make
distributions to the Participants or other persons entitled to distributions as
the Employer or Administrator directs in accordance with the provisions of the
Plan. In the absence of such instructions and unless the Plan otherwise
provides, the Trustee shall notify the Employer or Administrator of such
situation and the Trustee shall be under no duty to make any distributions under
the Plan until it receives written instructions from the Employer or
Administrator. Upon the completion of such distributions, the Trust shall
terminate, the Trustee shall be relieved from all liability under the Trust, and
no Participant or other person shall have any claims thereunder, except as
required by applicable law.

20.24. Permitted Reversion of Funds to Employer. If it is determined by the
Internal Revenue Service that the Plan does not initially qualify under Code
Section 401, all assets then held under the Plan shall be returned by the
Trustee, as directed by the Administrator, to the Employer, but only if the
application for determination is made by the time prescribed by law for filing
the Employer's return for the taxable year in which the Plan was adopted or such
later date as may be prescribed by regulations. Such distribution shall be made
within one year after the date the initial qualification is denied. Upon such
distribution the Plan shall be considered to be rescinded and to be of no force
or effect.

          Contributions under the Plan are conditioned upon their deductibility
under Code Section 404. In the event the deduction of a contribution made by the
Employer is disallowed under Code Section 404, such contribution (to the extent

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<PAGE>

disallowed) must be returned to the Employer within one year of the disallowance
of the deduction.

          Any contribution made by the Employer because of a mistake of fact
must be returned to the Employer within one year of the contribution.

20.25. Governing Law. This Trust Agreement shall be construed, administered and
enforced according to ERISA and, to the extent not preempted thereby, the laws
of the Commonwealth of Massachusetts.

          Nothing contained in Sections 20.04, 20.13 or 20.21 or this Section
20.25 shall be construed in a manner which subjects a governmental plan (as
defined in Code Section 414(d)) or a non-electing church plan (as described in
Code Section 410(d)) to the fiduciary provisions of Title I of ERISA.

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                                    ADDENDUM

IRS Model Amendment for Proposed Regulations Under Section 401(a)(9) of the
Internal Revenue Code

          Distributions for Calendar Years Beginning on or After 2002. With
          respect to distributions under the Plan for calendar years beginning
          on or after January 1, 2002, the Plan will apply the minimum
          distribution requirements of section 401(a)(9) of the Internal Revenue
          Code in accordance with the regulations under section 401(a)(9) that
          were proposed on January 17, 2001, notwithstanding any provision of
          the Plan to the contrary. This amendment shall continue in effect
          until the end of the last calendar year beginning before the effective
          date of final regulations under section 401(a)(9) or such other date
          as may be specified in guidance published by the Internal Revenue
          Service.

<PAGE>

                      The CORPORATEplan for Retirement(SM)
                                    ADDENDUM
          Re: Economic Growth and Tax Relief Reconciliation Act of 2001
                                   ("EGTRRA")
               Amendments for Fidelity Basic Plan Document No. 02

PREAMBLE

Adoption and Effective Date of Amendment. This amendment of the Plan is adopted
to reflect certain provisions of the Economic Growth and Tax Relief
Reconciliation Act of 2001 ("EGTRRA"). This amendment is intended as good faith
compliance with the requirements of EGTRRA and is to be construed in accordance
with EGTRRA and guidance issued thereunder. Except as otherwise provided below,
this amendment shall be effective as of the first day of the first plan year
beginning after December 31, 2001.

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

1.   Section 2.01 (j), "Compensation," is hereby amended by adding the following
     paragraph to the end thereof:

     Notwithstanding anything herein to the contrary, the annual Compensation of
     each Participant taken into account in determining allocations for any Plan
     Year beginning after December 31, 2001, shall not exceed $200,000, as
     adjusted for cost-of-living increases in accordance with Code Section 401
     (a)(17)(B). Annual Compensation means Compensation during the Plan Year or
     such other consecutive 12-month period over which Compensation is otherwise
     determined under the Plan (the determination period). The cost-of-living
     adjustment in effect for a calendar year applies to annual Compensation for
     the determination period that begins with or within such calendar year.

2.   Section 2.01(1), "Deferral Contribution," is hereby amended by replacing
     the period with a semicolon and adding the following to the end thereof:

     provided, however, that the term 'Deferral Contribution' shall exclude all
     catch-up contributions as described in Section 5.03(b)(1) for purposes of
     Matching Employer Contributions as described in Section 1.10 of the
     Adoption Agreement, unless otherwise elected by the Employer in Section (c)
     of the EGTRRA Amendments Addendum to the Adoption Agreement.

3.   Section 2.01(tt) "Rollover Contribution" is hereby amended as follows:

     'Rollover Contribution' means any distribution from an eligible retirement
     plan as defined in Section 5.06 that an Employee elects to contribute to
     the Plan in accordance with the terms of such Section 5.06.

4.   The existing text of Section 5.03 is hereby redesignated as Section
     5.03(a), and a new Section 5.03(b) is hereby added to read as follows

     (b)  Catch-up Contributions.

          (1)  If elected by the Employer in Section (a) of the EGTRRA
               Amendments Addendum to the Adoption Agreement, all Participants
               who are eligible to make Deferral Contributions under the Plan
               and who are projected to attain age 50 before the close of the
               calendar year shall be eligible to make catch-up contributions in
               accordance with, and subject to the limitations of, Code Section
               414(v). Such catch-up contributions shall not be taken into
               account for purposes of the provisions of the Plan implementing
               the required limitations of Code Sections 402(g) and 415. The
               Plan shall not be treated as failing to satisfy the provisions of
               the Plan implementing the requirements of Code Section 401
               (k)(3), 401(k)(11), 401(k)(12), 410(b), or 416, as applicable, by
               reason of the making of such catch-up contributions.

c2001 FMR Corp.
All rights reserved.

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          (2)  Unless otherwise elected by the Employer in Section (b) of the
               EGTRRA Amendments Addendum to the Adoption Agreement, if the Plan
               permits catch-up contributions, as described in paragraph (1)
               above on April 1, 2002, then, notwithstanding anything herein to
               the contrary, effective April 1, 2002, the limit on Deferral
               Contributions, as otherwise provided in Section 1.07(a)(1) (the
               "Plan Limit") shall be 60% of Compensation for the payroll period
               in question, provided, however, that this Section 5.03(b)(2)
               shall be inapplicable if the Plan's Section 1.01(g)(2)(B)
               Amendment Effective Date is after April 1, 2002.

          (3)  In the event that the Plan Limit is changed during the Plan Year,
               for purposes of determining catch-up contributions for the Plan
               Year, as described in paragraph (1) above, the Plan Limit shall
               be determined pursuant to the time-weighted average method
               described in Proposed Income Tax Regulation Section
               1.414(v)-1(b)(2)(i).

5.   Section 5.06 is hereby amended to add the following paragraph to the end
     thereof:

     Unless otherwise elected by the Employer in Section (e) of the EGTRRA
     Amendments Addendum to the Adoption Agreement, the Plan will accept
     Participant Rollover Contributions and/or direct rollovers of distributions
     made after December 31, 2001 (including Rollover Contributions received by
     the Participant as a surviving spouse, or a spouse or former spouse who is
     an alternate payee under a qualified domestic relations order), from the
     following types of plans:

     (a)  a qualified plan described in Code Section 401(a) or 403(a), including
          after-tax employee contributions (provided, however, that any such
          after-tax employee contributions must be contributed in a direct
          rollover);

     (b)  an annuity contract described in Code Section 403(b), excluding
          after-tax employee contributions;

     (c)  an eligible plan under Code Section 457(b) that is maintained by a
          state, political subdivision of a state, or any agency or
          instrumentality of a state or political subdivision of a state; and

     (d)  Participant Rollover Contributions of the portion of a distribution
          from an individual retirement account or annuity described in Code
          Section 408(a) or 408(b) that is eligible to be rolled over and would
          otherwise be includible in gross income, provided, however, that the
          Plan will in no event accept a rollover contribution consisting of
          nondeductible individual retirement account or annuity contributions.

6.   The first paragraph of Section 6.02 is hereby amended by replacing the
     first sentence thereof with the following:

     In no event shall the amount of Deferral Contributions made under the Plan
     for a calendar year, when aggregated with the 'elective deferrals' made
     under any other plan maintained by the Employer or a Related Employer,
     exceed the dollar limitation contained in Code Section 402(g) in effect at
     the beginning of such calendar year, except to the extent permitted under
     Section 5.03(b)(1) and Code Section 414(v), if applicable.

7.   Section 6.08 is hereby amended by adding the following sentence to the end
     thereof:

     Notwithstanding anything herein to the contrary, the multiple use test
     described in Treasury Regulation Section 1.401(m)-2 and this Section 6.08
     shall not apply for Plan Years beginning after December 31, 2001.

8.   Section 6.12 is hereby amended by adding a new subsection 6.12(e) thereto
     as follows:

     (e)  Maximum Annual Additions for Limitation Years Beginning After December
          31, 2001. Notwithstanding anything herein to the contrary, this
          subsection (e) shall be effective for Limitation Years beginning after
          December 31, 2001. Except to the extent permitted under Section
          5.03(b)(1) and Code Section 414(v), if applicable, the 'annual
          additions' that may be contributed or allocated to a Participant's
          Account under the Plan for any Limitation Year shall not exceed the
          lesser of:

          (1)  $40,000, as adjusted for increases in the cost-of-living under
               Code Section 415(d), or


2

<PAGE>

          (2)  100 percent of the Participant's compensation, within the meaning
               of Code Section 415(c)(3), for the Limitation Year.

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

9.   Section 9.04 is hereby amended by replacing the final period in the first
     paragraph with a semi-colon and adding the following to the end thereof:

     provided, however, that notwithstanding anything herein to the contrary,
     effective for Plan loans made after December 31, 2001, Plan provisions
     prohibiting loans to any 'owner-employee' or 'shareholder-employee' shall
     cease to apply.

10.  Section 10.05(b)(2) is hereby amended by replacing the semicolon with a
     period and adding the following to the end thereof:

     Notwithstanding anything herein to the contrary, the rule in this Section
     10.05(b)(2) shall be applied to a Participant who receives a distribution
     after December 31, 2001, on account of hardship, by substituting the phrase
     'the 6-month period' for the phrase 'the 12-month period'.

11.  Section lO.O5(b)(4) is hereby amended by adding the following phrase to the
     beginning thereof:

     Effective for calendar years beginning before January 1, 2002, for a
     Participant who received a hardship distribution before January 1, 2001,

12.  The existing text of Section 11.05 is hereby redesignated as Section
     11.05(a), and a new Section 11.05(b) is hereby added to read as follows:

     (b)  Vesting of Matching Employer Contributions. Notwithstanding anything
          herein to the contrary, the vesting schedule elected by the Employer
          in Section (d)(l) of the EGTRRA Amendments Addendum to the Adoption
          Agreement shall apply to all accrued benefits derived from Matching
          Employer Contributions for Participants who complete an Hour of
          Service in a Plan Year beginning after December 31, 2001, except as
          otherwise elected by the Employer in Section (d)(2) or Section (d)(3)
          of the EGTRRA Amendments Addendum to the Adoption Agreement. With
          respect to Participants covered by a collective bargaining agreement,
          the vesting schedule elected in Section (d)(1) of the EGTRRA
          Amendments Addendum to the Adoption Agreement shall take effect on a
          later date if so elected in Section (d)(2). If so elected in Section
          (d)(3) of the EGTRRA Amendments Addendum to the Adoption Agreement,
          the vesting schedule elected in Section (d)(l) shall apply only to the
          accrued benefits derived from Matching Employer Contributions made
          with respect to Plan Years beginning after December 31, 2001 (or such
          later date as may be provided in Section (d)(2) for Participants
          covered by a collective bargaining agreement).

13.  The existing text of Section 12.01 is hereby redesignated as Section
     12.01(a), current subsections (a), (b), and (c) thereof are redesignated as
     paragraphs (1), (2), and (3), respectively, and the first sentence thereof
     is replaced with the following:

     Subject to the application of Section 12.01(b), a Participant or his
     Beneficiary may not receive a distribution from his Deferral Contributions,
     Qualified Nonelective Employer Contributions, Qualified Matching Employer
     Contributions, safe harbor Matching Employer Contributions or safe harbor
     Nonelective Employer Contributions Accounts earlier than upon the
     Participant's separation from service with the Employer and all Related
     Employers, death, or disability, except as otherwise provided in Article 10
     or Section 12.04.

14.  Section 12.01 is hereby amended by adding a new subsection (b) to the end
     thereof:

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<PAGE>

     (b)  If elected by the Employer in Section (f) of the EGTRRA Amendments
          Addendum to the Adoption Agreement, notwithstanding subsection (a) of
          this Section 12.01, a Participant, or his Beneficiary, may receive a
          distribution after December 31, 2001 (or such later date as specified
          therein), from his Deferral Contributions, Qualified Nonelective
          Employer Contributions, Qualified Matching Employer Contributions,
          safe harbor Matching Employer Contributions or safe harbor Nonelective
          Employer Contributions Accounts on account of the Participant's
          severance from employment occurring after the dates specified in
          Section (f) of the EGTRRA Amendments Addendum to the Adoption
          Agreement.

15.  Section 13.04 is hereby amended by adding the following paragraph to the
     end thereof:

     Notwithstanding anything herein to the contrary, the following provisions
     shall apply to distributions made after December 31, 2001:

     (i)  Modification of definition of eligible retirement plan. For purposes
          of this Section 13.04, an 'eligible retirement plan' shall also mean
          an annuity contract described in Code Section 403(b) and an eligible
          deferred compensation plan under Code Section 457(b) that is
          maintained by a state, political subdivision of a state, or any agency
          or instrumentality of a state or political subdivision of a state and
          which agrees to separately account for amounts transferred into such
          plan from this Plan. The definition of 'eligible retirement plan'
          shall also apply in the case of a distribution to a surviving spouse,
          or to a spouse or former spouse who is the alternate payee under a
          qualified domestic relations order, as defined in Code Section 4l4(p).

     (ii) Modification of definition of eligible rollover distribution to
          exclude hardship distributions. For purposes of this Section 13.04,
          any amount that is distributed on account of hardship shall not be an
          'eligible rollover distribution' and the' distributee' may not elect
          to have any portion of such a distribution paid directly to an
          'eligible retirement plan.'

     (iii) Modification of definition of eligible rollover distribution to
          include after-tax Employee Contributions. For purposes of this Section
          13.04, a portion of a distribution shall not fail to be an "eligible
          rollover distribution" merely because the portion consists of
          after-tax Employee Contributions which are not includible in gross
          income. However, such portion may be transferred only to an individual
          retirement account or annuity described in Code Section 408(a) or (b),
          or to a qualified defined contribution plan described in Code Section
          401(a) or 403 (a) that agrees to separately account for amounts so
          transferred, including separately accounting for the portion of such
          distribution which is includible in gross income and the portion of
          such distribution which is not so includible.

16.  Article 15 is hereby amended by adding a new Section 15.08 at the end
     thereof as follows:

     15.08. Modification of Ton-Heavy Provisions. Notwithstanding anything
     herein to the contrary, this Section 15.08 shall apply for purposes of
     determining whether the Plan is a top-heavy plan under Code Section 416(g)
     for Plan Years beginning after December 31, 2001, and whether the Plan
     satisfies the minimum benefits requirements of Code Section 4l6(c) for such
     years. This Section modifies the rules in this Article 15 of the Plan for
     Plan Years beginning after December 31, 2001.

     (a)  Determination of top-heavy status.

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

4

<PAGE>

          (2)  Determination of present values and amounts. This Section
               15.08(a)(2) shall apply for purposes of determining the present
               values of accrued benefits and the amounts of account balances of
               Employees as of the determination date.

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

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

     (b)  Minimum benefits.

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

          (2)  Contributions under other plans. The Employer may provide in the
               Adoption Agreement that the minimum benefit requirement shall be
               met in another plan (including another plan that consists solely
               of a cash or deferred arrangement which meets the requirements of
               Code Section 401(k)(12) and matching contributions with respect
               to which the requirements of Code Section 401(m)(11) are met).

     (c)  Other Modifications. The top-heavy requirements of Code Section 416
          and this Article 15 shall not apply in any year beginning after
          December 31, 2001, in which the Plan consists solely of a cash or
          deferred arrangement which meets the requirements of Code Section
          401(k)(12) and Matching Employer Contributions with respect to which
          the requirements of Code Section 401(m)(11) are met.

5

<PAGE>

                               ADOPTION AGREEMENT

                                    ARTICLE l

                   NON-STANDARDIZED PROFIT SHARING/401(K) PLAN

1.01 PLAN INFORMATION

     (a)  Name of Plan:

          This is the K-Swiss Inc. 401(k) and Profit Sharing Plan (the "Plan")

     (b)  Type of Plan:

          (1)  [ ] 401(k) Only

          (2)  [x] 401(k) and Profit Sharing

          (3)  [ ] Profit Sharing Only

     (c)  Administrator Name (if not the Employer):

          Address:

          Telephone Number:

          The Administrator is the agent for service of legal process for the
          Plan.

     (d)  Plan Year End (month/day): l2/31

     (e)  Three Digit Plan Number: 001

     (f)  Limitation Year (check one):

          (1)  [x] Calendar Year

          (2)  [ ] Plan Year

          (3)  [ ] Other:

Plan Number: 40293

The CORPORATEplan for Retirement(SM)

Non-Std PS Plan 12/05/2001

c2001 FMR Corp.
All rights reserved.

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     (g)  Plan Status (check appropriate box(es)):

          (1)  [ ] New Plan Effective Date:
                                            ---------

          (2)  [x] Amendment Effective Date: 1/10/2003

               This is (check one):

               (A)  [x] an amendment and restatement of a Basic Plan Document
                    No. 02 Adoption Agreement previously executed by the
                    Employer; or

               (B)  [ ] a conversion to a Basic Plan Document No. 02 Adoption
                    Agreement. The original effective date of the Plan: 1/1/1988

          (3)  [x]  This is an amendment and restatement of the Plan and the
                    Plan was not amended prior to the effective date specified
                    in Subsection 1.01(g)(2) above to comply with the
                    requirements of the Acts specified in the Snap Off Addendum
                    to the Adoption Agreement. The provisions specified in the
                    Snap Off Addendum are effective as of the dates specified in
                    the Snap Off Addendum, which dates may be prior to the
                    Amendment Effective Date. Please read and complete, if
                    necessary, the Snap Off Addendum to the Adoption Agreement.

          (4)  [ ]  Special Effective Dates -Certain provisions of the Plan
                    shall be effective as of a date other than the date
                    specified above. Please complete the Special Effective Dates
                    Addendum to the Adoption Agreement indicating the affected
                    provisions and their effective dates.

          (5)  [ ]  Plan Merger Effective Dates. Certain plan(s) were merged
                    into the Plan and certain provisions of the Plan are
                    effective with respect to the merged plan(s) as of a date
                    other than the date specified above. Please complete the
                    Special Effective Dates Addendum to the Adoption Agreement
                    indicating the plan(s) that have merged into the Plan and
                    the effective date(s) of such merger(s).

     1.02 EMPLOYER

          (a)  Employer Name: K-Swiss, Inc.

               Address: 31248 Oak Crest Drive

               Westlake Village, CA 91361

               Contact's Name: Ms. Cheryl Kuchinka

               Telephone Number: (818) 706-5157

               (1)  Employer's Tax Identification Number: 95-4265988

               (2)  Employer's fiscal year end: 12/31

               (3)  Date business commenced: 1/1/1969

Plan Number: 40293

2

<PAGE>

          (b)  The term "Employer" includes the following Related Employer(s)
               (as defined in Subsection 2.01(rr)) (list each participating
               Related Employer and its Employer Tax Identification Number):

<TABLE>
<CAPTION>
               Employer:             Tax ID:              Designation:
               ---------             -------              ------------
<S>                                  <C>                  <C>
               K-Swiss Sales Corp.   95-4769476           Related (controlled group)

               E.R.E. Footwear LLC   77-0574295           Related (controlled group)

               Royal Elastics        77-0585351           Related (controlled group)
</TABLE>

1.03 TRUSTEE

     (a)  Trustee Name: Fidelity Management Trust Company

          Address: 82 Devonshire Street Boston, MA 02109

1.04 COVERAGE

     All Employees who meet the conditions specified below shall be eligible to
     participate in the Plan:

          (a)  Age Requirement (check one):

               (1)  [ ] no age requirement.

               (2)  [x] must have attained age: 21 (not to exceed 21).

          (b)  Eligibility Service Requirement

               (1)  Eligibility to Participate in Plan (check one):

                    (A)  [ ] no Eligibility Service requirement.

                    (B)  [ ] (not to exceed 11) months of Eligibility Service
                             requirement (no minimum number Hours of Service can
                             be required).

                    (C)  [x] one year of Eligibility Service requirement (at
                             least 1,000 Hours of Service are required during
                             the Eligibility Computation Period).

                    (D)  [ ] two years of Eligibility Service requirement (at
                             least 1,000 Hours of Service are required during
                             each Eligibility Computation Period). (Do not
                             select if Option 1.0l(b)(1), 401(k) Only, is
                             checked, unless a different Eligibility Service
                             requirement applies to Deferral Contributions under
                             Option 1.04(b)(2).)

                    Note: If the Employer selects the two year Eligibility
                    Service requirement, then contributions subject to such
                    Eligibility Service requirement must be 100% vested when
                    made.

3

<PAGE>

               (2)  [ ]  Special Eligibility Service requirement for Deferral
                         Contributions and/or Matching Employer Contributions:

                    (A)  The special Eligibility Service requirement applies to
                         (check the appropriate box(es)):

                         (i)  [ ] Deferral Contributions.

                         (ii) [ ] Matching Employer Contributions.

                    (B)  The special Eligibility Service requirement is: (Fill
                         in (A), (B), or (C) from Subsection 1.04(b)(1) above).

          (c)  Eligible Class of Employees (check one):

               Note: The Plan may not cover employees who are residents of
               Puerto Rico. These employees are automatically excluded from the
               eligible class, regardless of the Employer's selection under this
               Subsection 1.04(c).

               (1)  [x] includes all Employees of the Employer.

               (2)  [ ] includes all Employees of the Employer except for (check
                    the appropriate box(es)):

                    (A)  [ ] employees covered by a collective bargaining
                             agreement.

                    (B)  [ ] Highly Compensated Employees as defined in Code
                             Section 414(q).

                    (C)  [ ] Leased Employees as defined in Subsection 2.01(cc).

                    (D)  [ ] nonresident aliens who do not receive any earned
                             income from the Employer which constitutes United
                             States source income.

                    (E)  [ ] other:

                             Note: The Employer should exercise caution when
                             excluding employees from participation in the
                             Plan. Exclusion of employees may adversely affect
                             the Plan's satisfaction of the minimum coverage
                             requirements, as provided in Code Section 410(b).

4

<PAGE>

          (d)  The Entry Dates shall be (check one):

               (1)  [x]  immediate upon meeting the eligibility requirements
                         specified in Subsections 1.04(a), (b), and (c).

               (2)  [ ]  the first day of each Plan Year and the first day of
                         the seventh month of each Plan Year.

               (3)  [ ]  the first day of each Plan Year and the first day of
                         the fourth, seventh, and tenth months of each Plan
                         Year.

               (4)  [ ]  the first day of each month.

               (5)  [ ]  the first day of each Plan Year. (Do not select if
                         there is an Eligibility Service requirement of more
                         than six months in Subsection 1.04(b) or if there is an
                         age requirement of more than 20 1/2 in Subsection
                         1.04(a).)

          (e)  [ ]  Special Entry Date(s) - In addition to the Entry Dates
                    specified in Subsection 1.04(d) above, the following special
                    Entry Date(s) apply for Deferral and/or Matching Employer
                    Contributions. (Special Entry Dates may only be selected if
                    Option 1.04(b)(2), special Eligibility Service requirement,
                    is checked. The same Entry Dates must be selected for
                    contributions that are subject to the same Eligibility
                    Service requirements.)

               (1)  The special Entry Date(s) shall apply to (check the
                    appropriate box(es)):

                    (A)  [ ] Deferral Contributions.

                    (B)  [ ] Matching Employer Contributions.

               (2)  The special Entry Date(s) shall be: -(Fill in (1), (2), (3),
                    (4), or (5) from Subsection 1.04(d) above).

          (f)  Date of Initial Participation -An Employee shall become a
               Participant unless excluded by Subsection 1.04(c) above on the
               Entry Date immediately following the date the Employee completes
               the service and age requirement(s) in Subsections 1.04(a) and
               (b), if any, except (check one):

               (1)  [x]  no exceptions.

               (2)  [ ]  Employees employed on the Effective Date in Subsection
                         1.01(g)(1) or (2) shall become Participants on that
                         date.

               (3)  [ ]  Employees who meet the age and service requirement(s)
                         of Subsections 1.04(a) and (b) on the Effective Date in
                         Subsection 1.01(g)(l) or (2) shall become Participants
                         on that date.

5

<PAGE>

1.05 COMPENSATION

     Compensation for purposes of determining contributions shall be as defined
     in Section 5.02, modified as provided below.

     (a)  Compensation Exclusions: Compensation shall exclude the item(s) listed
          below for purposes of determining Deferral Contributions, Employee
          Contributions, if any, and Qualified Nonelective Employer
          Contributions, or, if Subsection 1.01(b)(3), Profit Sharing Only, is
          selected, Nonelective Employer Contributions. Unless otherwise
          indicated in Subsection 1.05(b), these exclusions shall also apply in
          determining all other Employer-provided contributions. (Check the
          appropriate box(es); Options (2), (3), (4), (5), and (6) may not be
          elected with respect to Deferral Contributions if Option 1.10(a)(3),
          Safe Harbor Matching Employer Contributions, is checked):

          (1)  [ ]  No exclusions.

          (2)  [ ]  Overtime Pay.

          (3)  [ ]  Bonuses.

          (4)  [ ]  Commissions.

          (5)  [x]  The value of a qualified or a non-qualified stock option
                    granted to an Employee by the Employer to the extent such
                    value is includable in the Employee's taxable income.

          (6)  [ ]  Severance Pay.

     (b)  Special Compensation Exclusions for Determining Employer-Provided
          Contributions in Article 5 (either (1) or (2) may be selected, but not
          both):

          (1)  [ ]  Compensation for purposes of determining Matching, Qualified
                    Matching and Nonelective Employer Contributions shall
                    exclude: - (Fill in number(s) for item(s) from Subsection
                    1.05(a) above that apply.)

          (2)  [ ]  Compensation for purposes of determining Nonelective
                    Employer Contributions only shall exclude: - (Fill in
                    number(s) for item(s) from Subsection 1.05(a) above that
                    apply.)

               Note: If the Employer selects Option (2), (3), (4), (5), or (6)
               with respect to Nonelective Employer Contributions, Compensation
               must be tested to show that it meets the requirements of Code
               Section 414(s) or 401(a)(4). These exclusions shall not apply for
               purposes of the "Top Heavy" requirements in Section 15.03, for
               allocating safe harbor Matching Employer Contributions if
               Subsection 1.10(a)(3) is selected, for allocating safe harbor
               Nonelective Employer Contributions if Subsection 1.11(a)(3) is
               selected, or for allocating non-safe harbor Nonelective Employer
               Contributions if the Integrated Formula is elected in Subsection
               1.11(b)(2).

6

<PAGE>

     (c)  Compensation for the First Year of Participation -Contributions for
          the Plan Year in which an Employee first becomes a Participant shall
          be determined based on the Employee's Compensation (check one):

          (1)  [x]  for the entire Plan Year.

          (2)  [ ]  for the portion of the Plan Year in which the Employee is
                    eligible to participate in the Plan.

               Note: If the initial Plan Year of a new Plan consists of fewer
               than 12 months from the Effective Date in Subsection 1.01(g)(1)
               through the end of the initial Plan Year, Compensation for
               purposes of determining the amount of contributions, other than
               non-safe harbor Nonelective Employer Contributions, under the
               Plan shall be the period from such Effective Date through the end
               of the initial year. However, for purposes of determining the
               amount of non-safe harbor Nonelective Employer Contributions and
               for other Plan purposes, where appropriate, the full
               12-consecutive-month period ending on the last day of the initial
               Plan Year shall be used.

1.06 TESTING RULES

     (a)  ADP/ACP Present Testing Method - The testing method for purposes of
          applying the "ADP" and "ACP" tests described in Sections 6.03 and 6.06
          of the Plan shall be the (check one):

          (1)  [x]  Current Year Testing Method -The "ADP" or "ACP" of Highly
                    Compensated Employees for the Plan Year shall be compared to
                    the "ADP" or "ACP" of Non-Highly Compensated Employees for
                    the same Plan Year. (Must choose if Option 1.10(a)(3), Safe
                    Harbor Matching Employer Contributions, or Option
                    1.11(a)(3), Safe Harbor Formula, with respect to Nonelective
                    Employer Contributions is checked.)

          (2)  [ ]  Prior Year Testing Method -The "ADP" or "ACP" of Highly
                    Compensated Employees for the Plan Year shall be compared to
                    the "ADP" or "ACP" of Non-Highly Compensated Employees for
                    the immediately preceding Plan Year. (Do not choose if
                    Option 1.10(a)(3), Safe Harbor Matching Employer
                    Contributions, or Option 1.11(a)(3), Safe Harbor Formula,
                    with respect to Nonelective Employer Contributions is
                    checked.)

          (3)  [ ]  Not applicable. (Only if Option 1.01(b)(3), Profit Sharing
                    Only, is checked or Option 1.04(c)(2)(B), excluding all
                    Highly Compensated Employees from the eligible class of
                    Employees, is checked.)

          Note: Restrictions apply on elections to change testing methods that
          are made after the end of the GUST remedial amendment period.

     (b)  First Year Testing Method - If the first Plan Year that the Plan,
          other than a successor plan, permits Deferral Contributions or
          provides for either Employee or Matching Employer Contributions,
          occurs on or after the Effective Date specified in Subsection 1.01(g),
          the "ADP" and/or "ACP" test for such first Plan Year shall be applied
          using the actual "ADP" and/or "ACP" of Non-Highly Compensated
          Employees for such first Plan Year, unless otherwise provided below.

          (1)  [ ]  The "ADP" and/or "ACP" test for the first Plan Year that the
                    Plan permits Deferral Contributions or provides for either
                    Employee or Matching Employer Contributions shall be applied
                    assuming a 3% "ADP" and/or "ACP" for Non-Highly Compensated
                    Employees. (Do not choose unless Plan uses prior year
                    testing method described in Subsection 1.06(a)(2).)

7

<PAGE>

     (c)  HCE Determinations: Look Back Year - The look back year for purposes
          of determining which Employees are Highly Compensated Employees shall
          be the 12-consecutive-month period preceding the Plan Year, unless
          otherwise provided below.

          (1)  [ ]  Calendar Year Determination - The look back year shall be
                    the calendar year beginning within the preceding Plan Year.
                    (Do not choose if the Plan Year is the calendar year.)

     (d)  HCE Determinations: Top Paid Group Election - All Employees with
          Compensation exceeding $80,000 (as indexed) shall be considered Highly
          Compensated Employees, unless Top Paid Group Election below is
          checked.

          (1)  [ ]  Top Paid Group Election - Employees with Compensation
                    exceeding $80,000 (as indexed) shall be considered Highly
                    Compensated Employees only if they are in the top paid group
                    (the top 20% of Employees ranked by Compensation).

          Note: Effective for determination years beginning on or after January
          1, 1998, if the Employer elects Option 1.06(c)(1) and/or 1.06(d)(1),
          such election(s) must apply consistently to all retirement plans of
          the Employer for determination years that begin with or within the
          same calendar year (except that Option 1.06(c)(1), Calendar Year
          Determination, shall not apply to calendar year plans).

1.07 DEFERRAL CONTRIBUTIONS

     (a)  [x]  Deferral Contributions - Participants may elect to have a portion
               of their Compensation contributed to the Plan on a before-tax
               basis pursuant to Code Section 401(k).

          (1)  Regular Contributions -The Employer shall make a Deferral
               Contribution in accordance with Section 5.03 on behalf of each
               Participant who has an executed salary reduction agreement in
               effect with the Employer for the payroll period in question, not
               to exceed 60% of Compensation for that period.

               Note: For Limitation Years beginning prior to 2002, the
               percentage elected above must be less than 25% in order to
               satisfy the limitation on annual additions under Code Section 415
               if other types of contributions are provided under the Plan.

               (A)  [ ]  Instead of specifying a percentage of Compensation, a
                         Participant's salary reduction agreement may specify a
                         dollar amount to be contributed each payroll period,
                         provided such dollar amount does not exceed the maximum
                         percentage of Compensation specified in Subsection
                         1.07(a)(1) above.


8

<PAGE>

               (B)  A Participant may increase or decrease, on a prospective
                    basis, his salary reduction agreement percentage (check
                    one):

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

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

                    (iii) [ ] as of the next Entry Date. (Do not select if
                              immediate entry is elected with respect to
                              Deferral Contributions in Subsection 1.04(d) or
                              1.04(e).)

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

                    Note: Notwithstanding the Employer's election hereunder, if
                    Option 1.10(a)(3), Safe Harbor Matching Employer
                    Contributions, or 1.11(a)(3), Safe Harbor Formula, with
                    respect to Nonelective Employer Contributions is checked,
                    the Plan provides that an Active Participant may change his
                    salary reduction agreement percentage for the Plan Year
                    within a reasonable period (not fewer than 30 days) of
                    receiving the notice described in Section 6.10.

               (C)  A Participant may revoke, on a prospective basis, a salary
                    reduction agreement at any time upon proper notice to the
                    Administrator but in such case may not file a new salary
                    reduction agreement until (check one):

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

                    (ii) [ ]  any subsequent Entry Date. (Do not select if
                              immediate entry is elected with respect to
                              Deferral Contributions in Subsection 1.04(d) or
                              1.04(e).)

                    (iii) [x] other. (Specify, but must be at least once per
                              Plan Year) as of the beginning of each payroll
                              period

          (2)  [x]  Additional Deferral Contributions -The Employer may allow
                    Participants upon proper notice and approval to enter into a
                    special salary reduction agreement to make additional
                    Deferral Contributions in an amount up to 100% of their
                    Compensation for the payroll period(s) designated by the
                    Employer.

9

<PAGE>

          (3)  [x]  Bonus Contributions -The Employer may allow Participants
                    upon proper notice and approval to enter into a special
                    salary reduction agreement to make Deferral Contributions in
                    an amount up to 100% of any Employer paid cash bonuses
                    designated by the Employer on a uniform and non-
                    discriminatory basis that are made for such Participants
                    during the Plan Year. The Compensation definition elected by
                    the Employer in Subsection 1.05(a) must include bonuses if
                    bonus contributions are permitted.

               Note: A Participant's contributions under Subsection 1.07(a)(2)
               and/or (3) may not cause the Participant to exceed the percentage
               limit specified by the Employer in Subsection 1.07(a)(1) for the
               full Plan Year. If the Administrator anticipates that the Plan
               will not satisfy the "ADP" and/or "ACP" test for the year, the
               Administrator may reduce the rate of Deferral Contributions of
               Participants who are Highly Compensated Employees to an amount
               objectively determined by the Administrator to be necessary to
               satisfy the "ADP" and/or "ACP" test.

1.08 EMPLOYEE CONTRIBUTIONS (AFTER-TAX CONTRIBUTIONS)

     (a)  [ ]  Employee Contributions -Either (1) Participants will be permitted
               to contribute amounts to the Plan on an after-tax basis or (2)
               the Employer maintains frozen Employee Contributions Accounts
               (check one):

          (1)  [ ]  Future Employee Contributions -Participants may make
                    voluntary, non-deductible, after-tax Employee Contributions
                    pursuant to Section 5.04 of the Plan. (Only if Option
                    1.07(a), Deferral Contributions, is checked.)

          (2)  [ ]  Frozen Employee Contributions -Participants may not
                    currently make after-tax Employee Contributions to the Plan,
                    but the Employer does maintain frozen Employee Contributions
                    Accounts.

1.09 QUALIFIED NONELECTIVE CONTRIBUTIONS

     (a)  Qualified Nonelective Employer Contributions - If Option 1.07(a),
          Deferral Contributions, is checked, the Employer may contribute an
          amount which it designates as a Qualified Nonelective Employer
          Contribution to be included in the "ADP" or "ACP" test. Unless
          otherwise provided below, Qualified Nonelective Employer Contributions
          shall be allocated to Participants who were eligible to participate in
          the Plan at any time during the Plan Year and are Non-Highly
          Compensated Employees either (A) in the ratio which each Participant's
          "testing compensation", as defined in Subsection 6.01(t), for the Plan
          Year bears to the total of all Participants' "testing compensation"
          for the Plan Year or (B) as a flat dollar amount.

          (1)  [ ]  Qualified Nonelective Employer Contributions shall be
                    allocated to Participants as a percentage of the lowest paid
                    Participant's "testing compensation", as defined in
                    Subsection 6.0l(t), for the Plan Year up to the lower of (A)
                    the maximum amount contributable under the Plan or (B) the
                    amount necessary to satisfy the "ADP" or "ACP" test. If any
                    Qualified Nonelective Employer Contribution remains,
                    allocation shall continue in the same manner to the next
                    lowest paid Participants until the Qualified Nonelective
                    Employer Contribution is exhausted.

10

<PAGE>

1.10 MATCHING EMPLOYER CONTRIBUTIONS (Only if Option 1.07(a), Deferral
     Contributions, is checked)

     (a)  [x]  Basic Matching Employer Contributions (check one):

          (1)  [x]  Non-Discretionary Matching Employer Contributions - The
                    Employer shall make a basic Matching Employer Contribution
                    on behalf of each Participant in an amount equal to the
                    following percentage of a Participant's Deferral
                    Contributions during the Contribution Period (check (A) or
                    (B) and, if applicable, (C)):

               Note: Effective for Plan Years beginning on or after January 1,
               1999, if the Employer elected Option 1.11(a)(3), Safe Harbor
               Formula, with respect to Nonelective Employer Contributions and
               meets the requirements for deemed satisfaction of the "ADP" test
               in Section 6.10 for a Plan Year, the Plan will also be deemed to
               satisfy the "ACP" test for such Plan Year with respect to
               Matching Employer Contributions if Matching Employer
               Contributions hereunder meet the requirements in Section 6.11.

               (A)  [x]  Single Percentage Match: 33.33%

               (B)  [ ]  Tiered Match:

                           %  of the first   % of the Active Participant's
                         --               --
                         Compensation contributed to the Plan,

                           %  of the next   % of the Active Participant's
                         --               --
                         Compensation contributed to the Plan,

                           %  of the next   % of the Active Participant's
                         --               --
                         Compensation contributed to the Plan.

                         Note: The percentages specified above for basic
                         Matching Employer Contributions may not increase as the
                         percentage of Compensation contributed increases.

               (C)  [x]  Limit on Non-Discretionary Matching Employer
                         Contributions (check the appropriate box(es)):

                         (i)  [ ]  Deferral Contributions in excess of   % of
                                                                       --
                                   the Participant's Compensation for the period
                                   in question shall not be considered for
                                   non-discretionary Matching Employer
                                   Contributions.

                         Note: If the Employer elected a percentage limit in (i)
                         above and requested the Trustee to account separately
                         for matched and unmatched Deferral Contributions made
                         to the Plan, the non-discretionary Matching Employer
                         Contributions allocated to each Participant must be
                         computed, and the percentage limit applied, based upon
                         each payroll period.

                         (ii) [x]  Matching Employer Contributions for each
                                   Participant for each Plan Year shall be
                                   limited to $250.

11

<PAGE>

          (2)  [ ]  Discretionary Matching Employer Contributions -The Employer
                    may make a basic Matching Employer Contribution on behalf of
                    each Participant in an amount equal to the percentage
                    declared for the Contribution Period, if any, by a Board of
                    Directors' Resolution (or by a Letter of Intent for a sole
                    proprietor or partnership) of the Deferral Contributions
                    made by each Participant during the Contribution Period. The
                    Board of Directors' Resolution (or Letter of Intent, if
                    applicable) may limit the Deferral Contributions matched to
                    a specified percentage of Compensation or limit the amount
                    of the match to a specified dollar amount.

               (A)  [ ]  4% Limitation on Discretionary Matching Employer
                         Contributions for Deemed Satisfaction of "ACP" Test -In
                         no event may the dollar amount of the discretionary
                         Matching Employer Contribution made on a Participant's
                         behalf for the Plan Year exceed 4% of the Participant's
                         Compensation for the Plan Year. (Only if Option
                         1.11(a)(3), Safe Harbor Formula, with respect to
                         Nonelective Employer Contributions is checked.)

          (3)  [ ]  Safe Harbor Matching Employer Contributions - Effective only
                    for Plan Years beginning on or after January 1, 1999, if the
                    Employer elects one of the safe harbor formula Options
                    provided in the Safe Harbor Matching Employer Contribution
                    Addendum to the Adoption Agreement and provides written
                    notice each Plan Year to all Active Participants of their
                    rights and obligations under the Plan, the Plan shall be
                    deemed to satisfy the "ADP" test and, under certain
                    circumstances, the "ACP" test.

     (b)  [ ]  Additional Matching Employer Contributions -The Employer may at
               Plan Year end make an additional Matching Employer Contribution
               equal to a percentage declared by the Employer, through a Board
               of Directors' Resolution (or by a Letter of Intent for a sole
               proprietor or partnership), of the Deferral Contributions made by
               each Participant during the Plan Year. (Only if Option 1.10(a)(1)
               or (3) is checked.) The Board of Directors' Resolution (or Letter
               of Intent, if applicable) may limit the Deferral Contributions
               matched to a specified percentage of Compensation or limit the
               amount of the match to a specified dollar amount.

          (1)  [ ]  4% Limitation on Additional Matching Employer Contributions
                    for Deemed Satisfaction of "ACP" Test - In no event may the
                    dollar amount of the additional Matching Employer
                    Contribution made on a Participant's behalf for the Plan
                    Year exceed 4% of the Participant's Compensation for the
                    Plan Year. (Only if Option 1.10(a)(3), Safe Harbor Matching
                    Employer Contributions, or Option 1.11(a)(3), Safe Harbor
                    Formula, with respect to Nonelective Employer Contributions
                    is checked.)

          Note: If the Employer elected Option 1.10(a)(3), Safe Harbor Matching
          Employer Contributions, above and wants to be deemed to have satisfied
          the "ADP" test for Plan Years beginning on or after January 1, 1999,
          the additional Matching Employer Contribution must meet the
          requirements of Section 6.10. In addition to the foregoing
          requirements, if the Employer elected either Option 1.10(a)(3), Safe
          Harbor Matching Employer Contributions, or Option 1.11(a)(3), Safe
          Harbor Formula, with respect to Nonelective Employer Contributions,
          and wants to be deemed to have satisfied the "ACP" test with respect
          to Matching Employer Contributions for the Plan Year, the Deferral
          Contributions matched may not exceed the limitations in Section 6.11.

12

<PAGE>

     (c)  Contribution Period for Matching Employer Contributions -The
          Contribution Period for purposes of calculating the amount of basic
          Matching Employer Contributions described in Subsection 1.10(a) is:

          (1)  [ ]  each calendar month.

          (2)  [ ]  each Plan Year quarter.

          (3)  [x]  each Plan Year.

          (4)  [ ]  each payroll period.

          The Contribution Period for additional Matching Employer Contributions
          described in Subsection 1.10(b) is the Plan Year.

     (d)  Continuing Eligibility Requirement(s) - A Participant who makes
          Deferral Contributions during a Contribution Period shall only be
          entitled to receive Matching Employer Contributions under Section 1.10
          for that Contribution Period if the Participant satisfies the
          following requirement(s) (Check the appropriate box(es). Options (3)
          and (4) may not be elected together; Option (5) may not be elected
          with Option (2), (3), or (4); Options (2), (3), (4), (5), and (7) may
          not be elected with respect to basic Matching Employer Contributions
          if Option 1.10(a)(3), Safe Harbor Matching Employer Contributions, is
          checked):

          (1)  [ ]  No requirements.

          (2)  [x]  Is employed by the Employer or a Related Employer on the
                    last day of the Contribution Period.

          (3)  [ ]  Earns at least 501 Hours of Service during the Plan Year.
                    (Only if the Contribution Period is the Plan Year.)

          (4)  [x]  Earns at least 1,000 Hours of Service during the Plan Year.
                    (Only if the Contribution Period is the Plan Year.)

          (5)  [ ]  Either earns at least 501 Hours of Service during the Plan
                    Year or is employed by the Employer or a Related Employer on
                    the last day of the Plan Year. (Only if the Contribution
                    Period is the Plan Year.)

          (6)  [ ]  Is not a Highly Compensated Employee for the Plan Year.

          (7)  [ ]  Is not a partner or a member of the Employer, if the
                    Employer is a partnership or an entity taxed as a
                    partnership.

          (8)  [ ]  Special continuing eligibility requirement(s) for additional
                    Matching Employer Contributions. (Only if Option 1.l0(b),
                    Additional Matching Employer Contributions, is checked.)

               (A)  The continuing eligibility requirement(s) for additional
                    Matching Employer Contributions is/are:     (Fill in number
                                                            ---
                    of applicable eligibility requirement(s) from above.)

13

<PAGE>

          Note: If Option (2), (3), (4), or (5) above is selected, then Matching
          Employer Contributions can only be funded by the Employer after the
          Contribution Period or Plan Year ends. Matching Employer Contributions
          funded during the Contribution Period or Plan Year shall not be
          subject to the eligibility requirements of Option (2), (3), (4), or
          (5). If Option (2), (3), (4), or (5) is adopted during a Contribution
          Period or Plan Year, as applicable, such Option shall not become
          effective until the first day of the next Contribution Period or Plan
          Year.

     (e)  [ ]  Qualified Matching Employer Contributions - Prior to making any
               Matching Employer Contribution hereunder (other than a safe
               harbor Matching Employer Contribution), the Employer may
               designate all or a portion of such Matching Employer Contribution
               as a Qualified Matching Employer Contribution that may be used to
               satisfy the "ADP" test on Deferral Contributions and excluded in
               applying the "ACP" test on Employee and Matching Employer
               Contributions. Unless the additional eligibility requirement is
               selected below, Qualified Matching Employer Contributions shall
               be allocated to all Participants who meet the continuing
               eligibility requirement(s) described in Subsection 1.10(d) above
               for the type of Matching Employer Contribution being
               characterized as a Qualified Matching Employer Contribution.

          (1)  [ ] To receive an allocation of Qualified Matching Employer
               Contributions a Participant must also be a Non-Highly Compensated
               Employee for the Plan Year.

          Note: Qualified Matching Employer Contributions may not be excluded in
          applying the "ACP" test for a Plan Year if the Employer elected Option
          1.10(a)(3), Safe Harbor Matching Employer Contributions, or Option
          1.11(a)(3), Safe Harbor Formula, with respect to Nonelective Employer
          Contributions, and the "ADP" test is deemed satisfied under Section
          6.10 for such Plan Year.

1.11 NONELECTIVE EMPLOYER CONTRIBUTIONS

     Note: An Employer may elect both a fixed formula and a discretionary
     formula. If both are selected, the discretionary formula shall be treated
     as an additional Nonelective Employer Contribution and allocated separately
     in accordance with the allocation formula selected by the Employer.

     (a)  [ ]  Fixed Formula (An Employer may elect both the Safe Harbor Formula
               and one of the other fixed formulas. Otherwise, the Employer may
               only select one of the following.)

          (1)  [ ]  Fixed Percentage Employer Contribution - For each Plan Year,
                    the Employer shall contribute for each eligible Active
                    Participant an amount equal to   % (not to exceed 15% for
                                                   --
                    Plan Years beginning prior to 2002 and 25% for Plan Years
                    beginning on or after January 1, 2002) of such Active
                    Participant's Compensation.

          (2)  [ ]  Fixed Flat Dollar Employer Contribution - The Employer shall
                    contribute for each eligible Active Participant an amount
                    equal to $  .
                              --

                    The contribution amount is based on an Active Participant's
                    service for the following period:

                    (A)  [ ]  Each paid hour.

                    (B)  [ ]  Each payroll period.

                    (C)  [ ]  Each Plan Year.

                    (D)  [ ]  Other:

14

<PAGE>

          (3)  [ ]  Safe Harbor Formula - Effective only with respect to Plan
                    Years that begin on or after January 1, 1999, the
                    Nonelective Employer Contribution specified in the Safe
                    Harbor Nonelective Employer Contribution Addendum is
                    intended to satisfy the safe harbor contribution
                    requirements under the Code such that the "ADP" test (and,
                    under certain circumstances, the "ACP" test) is deemed
                    satisfied. Please complete the Safe Harbor Nonelective
                    Employer Contribution Addendum to the Adoption Agreement.
                    (Choose only if Option 1.07(a), Deferral Contributions, is
                    checked.)

     (b)  [x]  Discretionary Formula -The Employer may decide each Plan Year
               whether to make a discretionary Nonelective Employer Contribution
               on behalf of eligible Active Participants in accordance with
               Section 5.10. Such contributions shall be allocated to eligible
               Active Participants based upon the following (check (1) or (2)):

          (1)  [ ]  Non-Integrated Allocation Formula - In the ratio that each
                    eligible Active Participant's Compensation bears to the
                    total Compensation paid to all eligible Active Participants
                    for the Plan Year.

          (2)  [x]  Integrated Allocation Formula - As (A) a percentage of each
                    eligible Active Participant's Compensation plus (B) a
                    percentage of each eligible Active Participant's
                    Compensation in excess of the "integration level" as defined
                    below. The percentage of Compensation in excess of the
                    "integration level" shall be equal to the lesser of the
                    percentage of the Active Participant's Compensation
                    allocated under (A) above or the "permitted disparity limit"
                    as defined below.

               Note: An Employer that has elected the Safe Harbor formula in
               Subsection 1.11(a)(3) above may not take Nonelective Employer
               Contributions made to satisfy the safe harbor into account in
               applying the integrated allocation formula described above.

               "Integration level" means the Social Security taxable wage base
               for the Plan Year, unless the Employer elects a lesser amount in
               (A) or (B) below.

               (A)  100% (not to exceed 100%) of the Social Security taxable
                    wage base for the Plan Year, or

               (B)  $    (not to exceed the Social Security taxable wage base).
                     ---

               "Permitted disparity limit" means the percentage provided by the
               following table:

          If the "Integration Level" is at     But Less Than     The "Permitted

               least -% of the Taxable           -% of the         Disparity

                      Wage Base              Taxable Wage Base    Limit" is
          --------------------------------   -----------------   --------------
                         0%                         20%                5.7%

                         20%                        80%                4.3%

                         80%                       100%                5.4%

                        100%                        N/A                5.7%

               Note: An Employer who maintains any other plan that provides for
               Social Security Integration (permitted disparity) may not elect
               Option 1.11(b)(2).

15

<PAGE>

     (c)  Continuing Eligibility Requirement(s) - A Participant shall only be
          entitled to receive Nonelective Employer Contributions for a Plan Year
          under this Section 1.11 if the Participant satisfies the following
          requirement(s) (Check the appropriate box(es) -Options (3) and (4) may
          not be elected together; Option (5) may not be elected with Option
          (2), (3), or (4); Options (2), (3), (4), (5), and (7) may not be
          elected with respect to Nonelective Employer Contributions under the
          fixed formula if Option 1.11 (a)(3), Safe Harbor Formula, is checked):

          (1)  [ ]  No requirements.

          (2)  [x]  Is employed by the Employer or a Related Employer on the
                    last day of the Plan Year.

          (3)  [ ]  Earns at least 501 Hours of Service during the Plan Year.

          (4)  [x]  Earns at least 1,000 Hours of Service during the Plan Year.

          (5)  [ ]  Either earns at least 501 Hours of Service during the Plan
                    Year or is employed by the Employer or a Related Employer on
                    the last day of the Plan Year.

          (6)  [ ]  Is not a Highly Compensated Employee for the Plan Year.

          (7)  [ ]  Is not a partner or a member of the Employer, if the
                    Employer is a partnership or an entity taxed as a
                    partnership.

          (8)  [ ]  Special continuing eligibility requirement(s) for
                    discretionary Nonelective Employer Contributions. (Only if
                    both Options 1.11(a) and (b) are checked.)

               (A)  The continuing eligibility requirement(s) for discretionary
                    Nonelective Employer Contributions is/are:    (Fill in
                                                               ---
                    number of applicable eligibility requirement(s) from above.)

               Note: If Option (2), (3), (4), or (5) above is selected then
               Nonelective Employer Contributions can only be funded by the
               Employer after the Plan Year ends. Nonelective Employer
               Contributions funded during the Plan Year shall not be subject to
               the eligibility requirements of Option (2), (3), (4), or (5). If
               Option (2), (3), (4), or (5) is adopted during a Plan Year, such
               Option shall not become effective until the first day of the next
               Plan Year.

1.12 EXCEPTIONS TO CONTINUING ELIGIBILITY REOUIREMENTS

     [x]  Death, Disability, and Retirement Exception to Eligibility
          Requirements -Active Participants who do not meet any last day or
          Hours of Service requirement under Subsection 1.10(d) or 1.11(c)
          because they become disabled, as defined in Section 1.14, retire, as
          provided in Subsection 1.13(a), (b), or (c), or die shall nevertheless
          receive an allocation of Nonelective Employer and/or Matching Employer
          Contributions. No Compensation shall be imputed to Active Participants
          who become disabled for the period following their disability.

16

<PAGE>

1.13 RETIREMENT

     (a)  The Normal Retirement Age under the Plan is (check one):

          (1)  [x] age 65.

          (2)  [ ] age    (specify between 55 and 64).
                       ---

          (3)  [ ]  later of age (not to exceed 65) or the fifth anniversary of
                    the Participant's Employment Commencement Date.

     (b)  [x]  The Early Retirement Age is the first day of the month after the
               Participant attains age 55 (specify 55 or greater) and completes
               7 years of Vesting Service.

          Note: If this Option is elected, Participants who are employed by the
          Employer or a Related Employer on the date they reach Early Retirement
          Age shall be 100% vested in their Accounts under the Plan.

     (c)  [x]  A Participant who becomes disabled, as defined in Section 1.14,
               is eligible for disability retirement.

          Note: If this Option is elected, Participants who are employed by the
          Employer or a Related Employer on the date they become disabled shall
          be 100% vested in their Accounts under the Plan.

1.14 DEFINITION OF DISABLED

   A Participant is disabled if he/she (check the appropriate box(es)):

     (a)  [ ]  satisfies the requirements for benefits under the Employer's
               long-term disability plan.

     (b)  [ ]  satisfies the requirements for Social Security disability
               benefits.

     (c)  [x]  is determined to be disabled by a physician approved by the
               Employer.

1.15 VESTING

     A Participant's vested interest in Matching Employer Contributions and/or
     Nonelective Employer Contributions, other than Safe Harbor Matching
     Employer and/or Nonelective Employer Contributions elected in Subsection
     1.10(a)(3) or 1.11(a)(3), shall be based upon his years of Vesting Service
     and the schedulers) selected below, except as provided in Subsection
     1.21(d) or in the Vesting Schedule Addendum to the Adoption Agreement.

     (a)  [ ]  Years of Vesting Service shall exclude:

          (1)  [ ]  for new plans, service prior to the Effective Date as
                    defined in Subsection 1.01(g)(1).

          (2)  [ ]  for existing plans converting from another plan document,
                    service prior to the original Effective Date as defined in
                    Subsection 1.01(g)(2).

17

<PAGE>

     (b) Vesting Schedule(s)

     Note: The vesting schedule selected below applies only to Nonelective
     Employer Contributions and Matching Employer Contributions other than safe
     harbor contributions under Option 1.11(a)(3) or Option 1.10(a)(3). Safe
     harbor contributions under Options 1.11(a)(3) and 1.10(a)(3) are always
     100% vested immediately.

<TABLE>
<S>                                             <C>
     (1)  Nonelective Employer Contributions    (2)  Matching Employer Contributions

          (check one):                               (check one):

          (A)  [ ]  N/A-No Nonelective               (A)  [ ]  N/A-No Matching

                    Employer Contributions                     Employer Contributions

          (B)  [ ]  100% Vesting immediately         (B)  [ ]  100% Vesting immediately

          (C)  [ ]  3 year cliff (see C below)       (C)  [ ]  3 year cliff (see C below)

          (D)  [ ]  5 year cliff (see D below)       (D)  [ ]  5 year cliff (see D below)

          (E)  [ ]  6 year graduated (see E below)   (E)  [ ]  6 year graduated
                                                               (see E below)

          (F)  [x]  7 year graduated (see F below)   (F)  [x]  7 year graduated
                                                                (see F below)

          (G)  [ ]  Other vesting                    (G)  [ ]  Other vesting
                    (complete G1 below)                        (complete G2 below)
</TABLE>

                              Applicable Vesting Schedule(s)
             Years of       ---------------------------------
          Vesting Service    C     D     E     F     G1    G2
          ---------------   ---   ---   ---   ---   ---   ---

                 0            0%    0%    0%    0%     %     %
                                                     --    --

                 1            0%    0%    0%    0%     %     %
                                                     --    --

                 2            0%    0%   20%    0%     %     %
                                                     --    --

                 3          100%    0%   40%   20%     %     %
                                                     --    --

                 4          100%    0%   60%   40%     %     %
                                                     --    --

                 5          100%  100%   80%   60%     %     %
                                                     --    --

                 6          100%  100%  100%   80%     %     %
                                                     --    --

             7 or more      100%  100%  100%  100%  100%  100%

               Note: A schedule elected under G1 or G2 above must be at least
               as favorable as one of the schedules in C, D, E or F above.

               Note: If the Plan is being amended to provide a more restrictive
               vesting schedule, the more favorable vesting schedule shall
               continue to apply to Participants who are Active Participants
               immediately prior to the later of (1) the effective date of the
               amendment or (2) the date the amendment is adopted.

18

<PAGE>

     (c)  [ ]  A vesting schedule more favorable than the vesting scheduler(s)
               selected above applies to certain Participants. Please complete
               the Vesting Schedule Addendum to the Adoption Agreement.

     (d)  Application of Forfeitures - If a Participant forfeits any portion of
          his non-vested Account balance as provided in Section 6.02, 6.04,
          6.07, or 11.08, such forfeitures shall be (check one):

          (1)  [ ]  N/A -Either (A) no Matching Employer Contributions are made
                    with respect to Deferral Contributions under the Plan and
                    all other Employer Contributions are 100% vested when made
                    or (B) there are no Employer Contributions under the Plan.

          (2)  [ ]  applied to reduce Employer contributions.

          (3)  [x]  allocated among the Accounts of eligible Participants in the
                    manner provided in Section 1.11. (Only if Option 1.11(a) or
                    (b) is checked.)

1.16 PREDECESSOR EMPLOYER SERVICE

     [ ]  Service for purposes of eligibility in Subsection 1.O4(b) and vesting
          in Subsection 1.15(b) of this Plan shall include service with the
          following predecessor employer(s):

1.17 PARTICIPANT LOANS

     Participant loans (check one):

     (a)  [x]  are allowed in accordance with Article 9 and loan procedures
               outlined in the Service Agreement.

     (b)  [ ]  are not allowed.

1.18 IN-SERVICE WITHDRAWALS

     Participants may make withdrawals prior to termination of employment under
     the following circumstances (check the appropriate box(es)):

     (a)  [x]  Hardship Withdrawals - Hardship withdrawals from a Participant's
               Deferral Contributions Account shall be allowed in accordance
               with Section 10.05, subject to a $500 minimum amount.

     (b)  [x]  Age 59 1/2 - Participants shall be entitled to receive a
               distribution of all or any portion of the following Accounts upon
               attainment of age 59 1/2 (check one):

          (1)  [ ]  Deferral Contributions Account.

          (2)  [x]  All vested account balances.

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<PAGE>

     (C)  Withdrawal of Employee Contributions and Rollover Contributions -

          (1)  Unless otherwise provided below, Employee Contributions may be
               withdrawn in accordance with Section 10.02 at any time.

               (A)  [ ]  Employees may not make withdrawals of Employee
                         Contributions more frequently than:

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

          (2)  Rollover Contributions may be withdrawn in accordance with
               Section 10.03 at any time.

     (d)  [ ]  Protected In-Service Withdrawal Provisions -Check if the Plan was
               converted by plan amendment or received transfer contributions
               from another defined contribution plan, and benefits under the
               other defined contribution plan were payable as (check the
               appropriate box(es)):

          (1)  [ ]  an in-service withdrawal of vested employer contributions
                    maintained in a Participant's Account (check (A) and/or
                    (B)):

               (A)  [ ]  for at least     (24 or more) months.
                                      ----

                    (i)  [ ]  Special restrictions applied to such in-service
                              withdrawals under the prior plan that the Employer
                              wishes to continue under the Plan as restated
                              hereunder. Please complete the Protected
                              In-Service Withdrawals Addendum to the Adoption
                              Agreement identifying the restrictions.

               (B)  [ ]  after the Participant has at least 60 months of
                         participation.

                    (i)  [ ]  Special restrictions applied to such in-service
                              withdrawals under the prior plan that the Employer
                              wishes to continue under the Plan as restated
                              hereunder. Please complete the Protected
                              In-Service Withdrawals Addendum to the Adoption
                              Agreement identifying the restrictions.

          (2)  [ ]  another in-service withdrawal option that is a "protected
                    benefit" under Code Section 411(d)(6) or an in-service
                    hardship withdrawal option not otherwise described in
                    Section 1.18(a). Please complete the Protected In-Service
                    Withdrawals Addendum to the Adoption Agreement identifying
                    the in-service withdrawal option(s).

20

<PAGE>

1.19 FORM OF DISTRIBUTIONS

     Subject to Section 13.01, 13.02 and Article 14, distributions under the
     Plan shall be paid as provided below. (Check the appropriate box(es) and,
     if any forms of payment selected in (b), (c) and/or (d) apply only to a
     specific class of Participants, complete Subsection (b) of the Forms of
     Payment Addendum.)

     (a)  Lump Sum Payments -Lump sum payments are always available under the
          Plan.

     (b)  [ ]  Installment Payments -Participants may elect distribution under a
               systematic withdrawal plan (installments).

     (c)  [ ]  Annuities (Check if the Plan is retaining any annuity form(s) of
               payment.)

          (1)  An annuity form of payment is available under the Plan for the
               following reason(s) (check (A) and/or (B), as applicable):


               (A)  [ ]  As a result of the Plan's receipt of a transfer of
                         assets from another defined contribution plan or
                         pursuant to the Plan terms prior to the Amendment
                         Effective Date specified in Section 1.01(g)(2),
                         benefits were previously payable in the form of an
                         annuity that the Employer elects to continue to be
                         offered as a form of payment under the Plan.

               (B)  [ ]  The Plan received a transfer of assets from a defined
                         benefit plan or another defined contribution plan that
                         was subject to the minimum funding requirements of Code
                         Section 412 and therefore an annuity form of payment is
                         a protected benefit under the Plan in accordance with
                         Code Section 411(d)(6).

          (2)  The normal form of payment under the Plan is (check (A) or (B)):

               (A)  [ ]  A lump sum payment.

                    (i)  Optional annuity forms of payment (check (I) and/or
                         (II), as applicable). (Must check and complete (I) if a
                         life annuity is one of the optional annuity forms of
                         payment under the Plan.)

                         (I)  [ ]  A married Participant who elects an annuity
                                   form of payment shall receive a qualified
                                   joint and   % (at least 50%) survivor
                                             --
                                   annuity.

                                   An unmarried Participant shall receive a
                                   single life annuity, unless a different form
                                   of payment is specified below:

                         (II) [ ]  Other annuity form(s) of payment. Please
                                   complete Subsection (a) of the Forms of
                                   Payment Addendum describing the other annuity
                                   form(s) of payment available under the Plan.

21

<PAGE>

                    (B)  [ ]  A life annuity (complete (i) and (ii) and check
                              (iii) if applicable).

                         (i)  The normal form for married Participants is a
                              qualified joint and   % (at least 50%) survivor
                                                  --
                              annuity. The normal form for unmarried
                              Participants is a single life annuity, unless a
                              different annuity form is specified below:
                                                                         -------

                         (ii) The qualified preretirement survivor annuity
                              provided to a Participant's spouse is purchased
                              with    % (at least 50%) of the Participant's
                                   ---
                              Account.

                         (iii) [ ] Other annuity form(s) of payment. Please
                                   complete Subsection (a) of the Forms of
                                   Payment Addendum describing the other annuity
                                   form(s) of payment available under the Plan.

     (d)  [ ]  Other Non-Annuity Form(s) of Payment - As a result of the Plan's
               receipt of a transfer of assets from another plan or pursuant to
               the Plan terms prior to the Amendment Effective Date specified in
               1.Ol(g)(2), benefits were previously payable in the following
               form(s) of payment not described in (a), (b) or (c) above and the
               Plan will continue to offer these form(s) of payment:

     (e)  [ ]  Eliminated Forms of Payment Not Protected Under Code Section
               411(d)(6). Check if either (1) under the Plan terms prior to the
               Amendment Effective Date or (2) under the terms of another plan
               from which assets were transferred, benefits were payable in a
               form of payment that will cease to be offered after a specified
               date. Please complete Subsection (c) of the Forms of Payment
               Addendum describing the forms of payment previously available and
               the effective date of the elimination of the form(s) of payment.

1.20 TIMING OF DISTRIBUTIONS

     Except as provided in Subsection 1.20(a) or (b) and the Postponed
     Distribution Addendum to the Adoption Agreement, distribution shall be made
     to an eligible Participant from his vested interest in his Account as soon
     as reasonably practicable following the date the Participant's application
     for distribution is received by the Administrator.

     (a)  Required Commencement of Distribution - If a Participant does not
          elect to receive benefits as of an earlier date, as permitted under
          the Plan, distribution of a Participant's Account shall begin as of
          the Participant's Required Beginning Date.

     (b)  [ ]  Postponed Distributions - Check if the Plan was converted by
               plan amendment from another defined contribution plan that
               provided for the postponement of certain distributions from the
               Plan to eligible Participants and the Employer wants to continue
               to administer the Plan using the postponed distribution
               provisions. Please complete the Postponed Distribution Addendum
               to the Adoption Agreement indicating the types of distributions
               that are subject to postponement and the period of postponement.

          Note: An Employer may not provide for postponement of distribution to
          a Participant beyond the 60th day following the close of the Plan Year
          in which (1) the Participant attains Normal Retirement Age under the
          Plan, (2) the Participant's 10th anniversary of participation in the
          Plan occurs, or (3) the Participant's employment terminates, whichever
          is latest.

22

<PAGE>

1.21 TOP HEAVY STATUS

     (a)  The Plan shall be subject to the Top-Heavy Plan requirements of
     Article 15 (check one):

          (1)  [ ]  for each Plan Year, whether or not the Plan is a "top-heavy
                    plan" as defined in Subsection 15.01(f).

          (2)  [x]  for each Plan Year, if any, for which the Plan is a
                    "top-heavy plan" as defined in Subsection 15.01(f).

          (3)  [ ]  Not applicable. (Choose only if Plan covers only employees
                    subject to a collective bargaining agreement)

     (b)  In determining whether the Plan is a "top-heavy plan" for an Employer
          with at least one defined benefit plan, the following assumptions
          shall apply:

          (1)  [ ]  Interest rate:   % per annum.
                                   --

          (2)  [ ]  Mortality table:          .
                                     ---------

          (3)  [x]  Not applicable. (Choose only if either (A) Plan covers only
                    employees subject to a collective bargaining agreement or
                    (B) Employer does not maintain and has not maintained any
                    defined benefit plan during the five-year period ending on
                    the applicable "determination date", as defined in
                    Subsection 15.01(a).)

     (c)  If the Plan is or is treated as a "top-heavy plan" for a Plan Year,
          each non-key Employee shall receive an Employer Contribution of at
          least 3 (3, 4, 5, or 7 1/2) % of Compensation for the Plan Year in
          accordance with Section 15.03. The minimum Employer Contribution
          provided in this Subsection 1.21(c) shall be made under this Plan only
          if the Participant is not entitled to such contribution under another
          qualified plan of the Employer, unless the Employer elects otherwise
          below:

          (1)  [x]  The minimum Employer Contribution shall be paid under this
                    Plan in any event.

          (2)  [ ]  Another method of satisfying the requirements of Code
                    Section 416. Please complete the 416 Contribution Addendum
                    to the Adoption Agreement describing the way in which the
                    minimum contribution requirements will be satisfied in the
                    event the Plan is or is treated as a "top-heavy plan".

          (3)  [ ]  Not applicable. (Choose only if Plan covers only employees
                    subject to a collective bargaining agreement)

          Note: The minimum Employer contribution may be less than the
          percentage indicated in Subsection 1.21(c) above to the extent
          provided in Section 15.03.

23

<PAGE>

     (d)  If the Plan is or is treated as a "top-heavy plan" for a Plan Year,
          the following vesting schedule shall apply instead of the schedulers)
          elected in Subsection 1.15(b) for such Plan Year and each Plan Year
          thereafter (check one):

          (1)  [ ]  Not applicable. (Choose only if either (A) Plan provides for
                    Nonelective Employer Contributions and the schedule elected
                    in Subsection 1.15(b)(1) is at least as favorable in all
                    cases as the schedules available below or (B) Plan covers
                    only employees subject to a collective bargaining
                    agreement.)

          (2)  [ ]  100% vested after -(not in excess of 3) years of Vesting
                    Service.

          (3)  [x]  Graded vesting:

              Years of        Vesting     Must be
          Vesting Service   Percentage   at Least
          ---------------   ----------   --------

                 0               0%          0%

                 1               0%          0%

                 2              20%         20%

                 3              40%         40%

                 4              60%         60%

                 5              80%         80%

             6 or more         100%        100%

               Note: If the Plan provides for Nonelective Employer Contributions
               and the schedule elected in Subsection 1.15(b)(1) is more
               favorable in all cases than the schedule elected in Subsection
               1.21(d) above, then the schedule in Subsection 1.15(b)(1) shall
               continue to apply even in Plan Years in which the Plan is a "top-
               heavy plan".

1.22 CORRECTION TO MEET 415 REQUIREMENTS UNDER MULTIPLE DEFINED CONTRIBUTION
     PLANS

     If the Employer maintains other defined contribution plans, annual
     additions to a Participant's Account shall be limited as provided in
     Section 6.12 of the Plan to meet the requirements of Code Section 415,
     unless the Employer elects otherwise below and completes the 415 Correction
     Addendum describing the order in which annual additions shall be limited
     among the plans.

     (a)  [ ]  Other Order for Limiting Annual Additions

24

<PAGE>

1.23 INVESTMENT DIRECTION

     Investment Directions - Participant Accounts shall be invested (check one):

     (a)  [ ]  in accordance with the investment directions provided to the
               Trustee by the Employer for allocating all Participant Accounts
               among the Options listed in the Service Agreement.

     (b)  [x]  in accordance with the investment directions provided to the
               Trustee by each Participant for allocating his entire Account
               among the Options listed in the Service Agreement.

     (c)  [ ]  in accordance with the investment directions provided to the
               Trustee by each Participant for all contribution sources in his
               Account, except that the following sources shall be invested in
               accordance with the investment directions provided by the
               Employer (check (1) and/or (2)):

          (1)  [ ]  Nonelective Employer Contributions

          (2)  [ ]  Matching Employer Contributions

The Employer must direct the applicable sources among the same investment
options made available for Participant directed sources listed in the Service
Agreement.

1.24 RELIANCE ON OPINION LETTER

     An adopting Employer may rely on the opinion letter issued by the Internal
     Revenue Service as evidence that this Plan is qualified under Code Section
     401 only to the extent provided in Announcement 2001-77, 2001-30 I.R.B. The
     Employer may not rely on the opinion letter in certain other circumstances
     or with respect to certain qualification requirements, which are specified
     in the opinion letter issued with respect to this Plan and in Announcement
     2001-77. In order to have reliance in such circumstances or with respect to
     such qualification requirements, application for a determination letter
     must be made to Employee Plans Determinations of the Internal Revenue
     Service. Failure to fill out the Adoption Agreement properly may result in
     disqualification of the Plan.

     This Adoption Agreement may be used only in conjunction with Fidelity Basic
     Plan Document No. 02. The Prototype Sponsor shall inform the adopting
     Employer of any amendments made to the Plan or of the discontinuance or
     abandonment of the prototype plan document.

1.25 PROTOTYPE INFORMATION:

     Name of Prototype Sponsor:       Fidelity Management & Research Company

     Address of Prototype Sponsor:    82 Devonshire Street Boston, MA 02109

     Questions regarding this prototype document may be directed to the
     following telephone number:

     1-800-343-9184.

25

<PAGE>

                                 EXECUTION PAGE
                                (Fidelity's Copy)

IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed this 9th day of December, 2002.

Employer: K-Swiss Inc.


By: /s/ George Powlick
    -----------------------------
Title: V.P. Finance


Employer:


By:
    -----------------------------
Title:


Accepted by:

Fidelity Management Trust Company, as Trustee


By: /s/ Cynthia A. Davis
    -----------------------------
Date: December 13, 2002

Title:

26

<PAGE>

                                 EXECUTION PAGE
                                (Employer's Copy)

IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed this 9th day of December, 2002.

Employer: K-Swiss Inc.


By: /s/ George Powlick
    -----------------------------
Title: V.P. Finance


Employer:


By:
    -----------------------------
Title:


Accepted by:

Fidelity Management Trust Company, as Trustee


By: /s/ Cynthia A. Davis
    -----------------------------
Date: December 13, 2002

Title:

27

<PAGE>

                            AMENDMENT EXECUTION PAGE

This page is to be completed in the event the Employer modifies any prior
election(s) or makes a new election(s) in this Adoption Agreement. Attach the
amended page(s) of the Adoption Agreement to this execution page.

The following section(s) of the Plan are hereby amended effective as of the
date(s) set forth below:

          Section Amended                    Page                 Effective Date
          ---------------                    ----                 --------------

IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed this
    day of          ,       .,      .
---        ---------  ------   -----

Employer:


By:
    -----------------------------
Title:


Accepted by:

Fidelity Management Trust Company, as Trustee


By:
    -----------------------------
Date:

Title:

28

<PAGE>

                                    ADDENDUM

                           Re: SPECIAL EFFECTIVE DATES

                                       for

Plan Name: K-Swiss Inc. 401(k) and Profit Sharing Plan

(a)  [ ]  Special Effective Dates for Other Provisions -The following provisions
          (e.g., new eligibility requirements, new contribution formula, etc.)
          shall be effective as of the dates specified herein:

(b)  [ ]  Plan Merger Effective Dates -The following plan(s) were merged into
          the Plan after the Effective Date indicated in Subsection 1.01(g)(1)
          or (2), as applicable. The provisions of the Plan are effective with
          respect to the merged plan(s) as of the date(s) indicated below:

     (1)  Name of merged plan

          Effective date:

29

<PAGE>

     (2)  Name of merged plan:

          Effective date:

     (3)  Name of merged plan:

          Effective date:

     (4)  Name of merged plan:

          Effective date:

     (5)  Name of merged plan:

          Effective date:

30

<PAGE>

                                    ADDENDUM

                 Re: SAFE HARBOR MATCHING EMPLOYER CONTRIBUTION

                                       for

Plan Name: K-Swiss Inc. 401(k) and Profit Sharing Plan

(a)  Safe Harbor Matching Employer Contribution Formula

     Note: Matching Employer Contributions made under this Option must be 100%
     vested when made and may only be distributed because of death, disability,
     separation from service, age 59 1/2, or termination of the Plan without the
     establishment of a successor plan. In addition, each Plan Year, the
     Employer must provide written notice to all Active Participants of their
     rights and obligations under the Plan.

     (1)  [ ]  100% of the first 3% of the Active Participant's Compensation
               contributed to the Plan and 50% of the next 2% of the Active
               Participant's Compensation contributed to the Plan.

          (A)  [ ]  Safe harbor Matching Employer Contributions shall !1Q! be
                    made on behalf of Highly Compensated Employees.

          Note: If the Employer selects this formula and does not elect Option
          1.10(b), Additional Matching Employer Contributions, Matching Employer
          Contributions will automatically meet the safe harbor contribution
          requirements for deemed satisfaction of the "ACP" test. (Employee
          Contributions must still be tested.)

     (2)  [ ] Other Enhanced Match:

            % of the first   % of the Active Participant's Compensation
          --               --
          contributed to the plan,

            % of the next   % of the Active Participant's Compensation
          --              --
          contributed to the plan,

            % of the next   % of the Active Participant's Compensation
          --              --
          contributed to the plan.

          Note: To satisfy the safe harbor contribution requirement for the
          "ADP" test, the percentages specified above for Matching Employer
          Contributions may not increase as the percentage of Compensation
          contributed increases, and the aggregate amount of Matching Employer
          Contributions at such rates must at least equal the aggregate amount
          of Matching Employer Contributions which would be made under the
          percentages described in (a)(l) of this Addendum.

          (A)  [ ]  Safe harbor Matching Employer Contributions shall not be
                    made on behalf of Highly Compensated Employees.

          (B)  [ ]  The formula specified above is also intended to satisfy the
                    safe harbor contribution requirement for deemed satisfaction
                    of the "ACP" test with respect to Matching Employer
                    Contributions. (Employee Contributions must still be
                    tested.)

               Note: To satisfy the safe harbor contribution requirement for the
               "ACP" test, the Deferral Contributions and/or Employee
               Contributions matched cannot exceed 6% of a Participant's
               Compensation.

31

<PAGE>

                                    ADDENDUM

                Re: SAFE HARBOR NONELECTIVE EMPLOYER CONTRIBUTION

                                       for

Plan Name: K-Swiss Inc. 401(k) and Profit Sharing Plan

(a)  Safe Harbor Nonelective Employer Contribution Election

     (1)  [ ]  For each Plan Year, the Employer shall contribute for each
               eligible Active Participant an amount equal to % (not less than
               3% nor more than 15%) of such Active Participant's Compensation.

     (2)  [ ]  The Employer may decide each Plan Year whether to amend the Plan
               by electing and completing (A) below to provide for a
               contribution on behalf of each eligible Active Participant in an
               amount equal to at least 3% of such Active Participant's
               Compensation.

          Note: An Employer that has selected Subsection (a)(2) above must amend
          the Plan by electing (A) below and completing the Amendment Execution
          Page no later than 30 days prior to the end of each Plan Year for
          which safe harbor Nonelective Employer Contributions are being made.

          (A)  [ ]  For the Plan Year beginning, the Employer shall contribute
                    for each eligible Active Participant an amount equal to %
                    (not less than 3 % nor more than 15%) of such Active
                    Participant's Compensation.

               Note: Safe harbor Nonelective Employer Contributions must be 100%
               vested when made and may only be distributed because of death,
               disability, separation from service, age 59 1/2, or termination
               of the Plan without the establishment of a successor plan. In
               addition, each Plan Year, the Employer must provide written
               notice to all Active Participants of their rights and obligations
               under the Plan.

     (b)  [ ]  Safe harbor Nonelective Employer Contributions shall not be made
               on behalf of Highly Compensated Employees.

     (c)  [ ]  In conjunction with its election of the safe harbor described
               above, the Employer has elected to make Matching Employer
               Contributions under Subsection 1.10 that are intended to meet the
               requirements for deemed satisfaction of the "ACP" test with
               respect to Matching Employer Contributions.

32

<PAGE>

                                    ADDENDUM

                      Re: PROTECTED IN-SERVICE WITHDRAWALS

                                       for

Plan Name: K-Swiss Inc. 401(k) and Profit Sharing Plan

(a)  Restrictions on In-Service Withdrawals of Amounts Held for Specified Period
     -The following restrictions apply to in-service withdrawals made in
     accordance with Subsection 1.18(d)(1)(A) (cannot include any mandatory
     suspension of contributions restriction):

(b)  Restrictions on In-Service Withdrawals Because of Participation in Plan for
     60 or More Months -The following restrictions apply to in-service
     withdrawals made in accordance with Subsection 1.18(d)(1)(B) (cannot
     include any mandatory suspension of contributions restriction):

(c)  [ ]  Other In-Service Hardship Withdrawal Provisions -In-service hardship
          withdrawals are permitted from a Participant's Deferral Contributions
          Account and the other sub-accounts specified below, subject to the
          conditions otherwise applicable to hardship withdrawals from a
          Participant's Deferral Contributions Account:

33

<PAGE>

(d)  [ ]  Other In-Service Withdrawal Provisions -In-service withdrawals from a
          Participant's Accounts specified below shall be available to
          Participants who satisfy the requirements also specified below:

     (1)  [ ]  The following restrictions apply to a Participant's Account
               following an in-service withdrawal made pursuant to (d) above
               (cannot include any mandatory suspension of contributions
               restriction):

34

<PAGE>

                                    ADDENDUM

                              Re: FORMS OF PAYMENT

                                       for

Plan Name: K-Swiss Inc. 401(k) and Profit Sharing Plan

(a)  The following optional forms of annuity will continue to be offered under
     the Plan:

(b)  The forms of payment described in Section 1.19(b), (c) and/or (d) apply to
     the following class(es) of Participants:

     Note: Please indicate if different classes of Participants are subject to
     different forms of payment.

(c)  The following forms of payment were previously available under the Plan but
     will be eliminated as of the date specified in subsection (4) below (check
     the applicable (box(es) and complete (4)):

     (1)  [ ] Installment Payments.

     (2)  [ ] Annuities.

          (A)  [ ]  The normal form of payment under the Plan was a lump sum and
                    all optional annuity forms of payment not listed under
                    Section 1.19(c)(2)(A)(i) are eliminated. The eliminated
                    forms of payment include the following:

          (B)  [ ]  The normal form of payment under the Plan was a life annuity
                    and all annuity forms of payment not listed under Section
                    1.19(c)(2)(B) are eliminated. (Complete (i) and (ii) and, if
                    applicable, (iii).)

                    (i)  The normal form for married Participants was a
                         qualified joint and __ % (at least 50%) survivor
                         annuity. The normal form for unmarried Participants was
                         a single life annuity, unless a different form is
                         specified below:

                    (ii) The qualified preretirement survivor annuity provided
                         to a Participant's spouse was purchased with   % (at
                                                                      --
                         least 50%) of the Participant's Account.


                    (iii) The other annuity form(s) of payment previously
                         available under the Plan included the following:

35

<PAGE>

     (3)  [ ]  Other Non-Annuity Forms of Payment. All other non-annuity forms
               of payment that are not listed in Section 1.19(d) but that were
               previously available under the Plan are eliminated. The
               eliminated non-annuity forms of payment include the following:

     (4)  The form(s) of payment described in this Subsection (c) will not be
          offered to Participants who have an Annuity Starting Date which occurs
          on or after           (cannot be earlier than September 6, 2000).
                      ---------
          Notwithstanding the date entered above, the forms of payment described
          in this Subsection (c) will continue to be offered to Participants who
          have an Annuity Starting Date that occurs (1) within 90 days following
          the date the Employer provides affected Participants with a summary
          that satisfies the requirements of 29 CFR 2520.104b-3 and that
          notifies them of the elimination of the applicable form(s) of payment,
          but (2) no later than the first day of the second Plan Year following
          the Plan Year in which the amendment eliminating the applicable
          form(s) of payment is adopted.

36

<PAGE>

                                    ADDENDUM

                              Re: VESTING SCHEDULE
                                       for

Plan Name: K-Swiss Inc. 401(k) and Profit Sharing Plan

(a)  More Favorable Vesting Schedule

     (1)  The following vesting schedule applies to the class of Participants
          described in (a)(2) below:

     (2)  The vesting schedule specified in (a)(1) above applies to the
          following class of Participants:

     (b)  [ ] Additional Vesting Schedule

          (1)  The following vesting schedule applies to the class of
               Participants described in (b)(2) below:

          (2)  The vesting schedule specified in (b)(1) above applies to the
               following class of Participants:


37

<PAGE>

                                    ADDENDUM

                           Re: POSTPONED DISTRIBUTIONS
                                       for

Plan Name: K-Swiss Inc. 401(k) and Profit Sharing Plan

Postponement of Certain Distributions to Eligible Participants - The types of
distributions specified below to eligible Participants of their vested interests
in their Accounts shall be postponed for the period also specified below:

Notwithstanding the foregoing, if the Employer selected an Early Retirement Age
in Subsection 1.14(b) that is the later of an attained age or completion of a
specified number of years of Vesting Service, any Participant who terminates
employment on or after completing the required number of years of Vesting
Service, but before attaining the required age shall be eligible to commence
distribution of his vested interest in his Account upon attaining the required
age.

38

<PAGE>

                                    ADDENDUM

                               Re: 415 CORRECTION
                                       for

Plan Name: K-Swiss Inc. 401(k) and Profit Sharing Plan

(a)  Other Formula for Limiting Annual Additions to Meet 415 - If the Employer,
     or any employer required to be aggregated with the Employer under Code
     Section 415, maintains any other qualified defined contribution plans or
     any "welfare benefit fund", "individual medical account", or "simplified
     medical account", annual additions to such plans shall be limited as
     follows to meet the requirements of Code Section 415:

39

<PAGE>

                                    ADDENDUM

                              Re: 416 CONTRIBUTION
                                       for

Plan Name: K-Swiss Inc. 401(k) and Profit Sharing Plan

(a)  Other Method of Satisfying the Requirements of 416 -If the Employer, or any
     employer required to be aggregated with the Employer under Code Section
     416, maintains any other qualified defined contribution or defined benefit
     plans, the minimum benefit requirements of Code Section 416 shall be
     satisfied as follows:


40

<PAGE>

                                SNAP OFF ADDENDUM

                     Re: EFFECTIVE DATES FOR GUST COMPLIANCE
                                       for

Plan Name: K-Swiss Inc. 401(k) and Profit Sharing Plan

Notwithstanding any other provision of the Plan to the contrary, to comply with
changes required by the Retirement Protection Act of 1994 ("GATT"), the
Uniformed Services Employment and Reemployment Rights Act of 1994 ("USERRA"),
the Small Business Job Protection Act of 1996 ("SBJPA"), the Taxpayer Relief Act
of 1997 ("TRA '97") and the Internal Revenue Service Restructuring and Reform
Act of 1998 (collectively, "GUST"), the following provisions shall apply
effective as of the dates set forth below:

(a)  The following elections were in effect for Plan Years beginning on or after
     January 1, 1997 and ending before the date specified in Subsection
     1.01(g)(2):

     (1)  HCE Determinations History -The Plan was operated in accordance with
          the provisions of Subsections 1.06(a) and 1.06(b), unless otherwise
          provided below.

          (A)  [ ]  HCE Determinations: Look Back Year Elections - For the
                    following Plan Year(s), the Plan was operated in accordance
                    with a different look back year election as provided below:

          (B)  [ ]  HCE Determinations: Top Paid Group Elections - For the
                    following Plan Year(s), the Plan was operated in accordance
                    with a different top paid group election as provided below:

     (2)  ADP/ACP Testing Methods History -The Plan was operated using the
          testing method shown in Subsection 1.06(a), unless otherwise provided
          below.

          (A)  [ ]  For the following Plan Years, the Plan was operated in
                    accordance with a different method as provided below:

     (3)  First Year Testing Method -If the first Plan Year that the Plan, other
          than a successor plan, permitted Deferral Contributions or provided
          for either Employee or Matching Employer Contributions, occurred on or
          after January I, 1997 but prior to the Effective Date specified in
          Subsection 1.01(g)(2), the "ADP" and/or "ACP" test for such first Plan
          Year was applied using the actual "ADP" and/or "ACP" of Non- Highly
          Compensated Employees for such first Plan Year, unless otherwise
          provided below.

          (A)  [ ]  The" ADP" and/or" ACP" test for the first Plan Year that the
                    Plan permitted Deferral Contributions or provided for either
                    Employee or Matching Employer Contributions was applied
                    assuming a 3% "ADP" and/or "ACP" for Non-Highly Compensated
                    Employees.

41

<PAGE>

(b)  The following provisions are effective as of the following dates, except as
     otherwise provided in the applicable Subsection(s) (A):

     (1)  The definition of "Required Beginning Date" in Subsection 2.01(ss) is
          effective January 1, 1997.

          (A)  [ ]  Later effective date applicable to the definition of
                    Required Beginning Date in Subsection 2.01(ss):     (Cannot
                                                                    ----
                    be later than the January 1 following the date specified in
                    Subsection 1.01(g)(2)).

     (2)  The elimination of all family aggregation rules is effective for Plan
          Years beginning on or after January 1, 1997.

          (A)  [ ]  Later effective date applicable to elimination of family
                    aggregation rules:

                    (Cannot be later than the first day of the Plan Year in
                    which the date specified in Subsection 1.01(g)(2) occurs).

     (3)  The inclusion in Compensation for purposes of Code Section 415 of
          amounts excluded from gross income under a salary reduction agreement
          by reason of the application of Code Sections 125, 402(e)(3), 402(h),
          or 403(b), as provided in Subsection 6. 12(d), is effective for
          Limitation Years beginning on or after January 1, 1998.

          (A)  [ ]  Later effective date applies to modification of definition
                    of Compensation for Code Section 415 purposes: (Cannot be
                    later than the first day of the Limitation Year in which the
                    date specified in Subsection 1.01(g)(2) occurs).

     (4)  The increase in the cash out limitation from $3,500 to $5,000 is
          effective the first day of the first Plan Year beginning after August
          5, 1997.

          (A)  [ ]  Later effective date applies to increase in cash out
                    limitation: (Cannot be later than the date specified in
                    Subsection 1.01(g)(2)).

     (5)  The elimination of the "look back" requirement for mandatory cashouts
          with respect to Participants whose Accounts are not subject to the
          requirements of Section 14.04 shall be effective with respect to
          distributions made on or after March 22, 1999.

          (A)  [ ]  Later effective date applies to elimination of look back
                    requirement for mandatory cashouts: (Cannot be later than
                    the date specified in Subsection 1.01(g)(2)).

     (6)  The exclusion from the definition of "eligible rollover distribution"
          in Subsection 13.04(c) of hardship withdrawals of Deferral
          Contributions made in accordance with the provisions of Section 10.05
          or the Protected In-Service Withdrawal Addendum to the Adoption
          Agreement is effective for distributions made on or after January 1,
          1999.

          (A)  [ ]  Later effective date applies to rollover treatment of
                    hardship withdrawals of Deferral Contributions: (Cannot be
                    later than the earlier of January 1, 2000 or the date
                    specified in Subsection 1.01(g)(2)).

42

<PAGE>

(c)  The following provisions are effective as of the following dates:

     (1)  The inclusion in Compensation of amounts excluded from gross income
          under a salary reduction agreement by reason of the application of
          Code Sections 132(f)(4) (the "132(f) Amendment"), as provided in
          Subsections 2.01(s) and 2.01(z) and Sections 5.02 and 15.03 is
          effective for Plan Years beginning on or after January 1, 2001, or, if
          earlier, the first day of the Plan Year in which the Plan has been
          operated in accordance with the 132(f) Amendment, but, in no case
          earlier than the first Plan Year beginning on or after January 1,
          1998.

          The 132(f) Amendment, as provided in Subsection 6.12(d) is effective
          for Limitation Years beginning on or after January 1, 2001, or, if
          earlier, the first day of the Limitation Year in which the Plan has
          been operated in accordance with the 132(f) Amendment, but, in no case
          earlier than the first Limitation Year beginning on or after January
          1, 1998.

     (2)  The definition of "Highly Compensated Employee" in Subsection 2.01(z)
          is effective for Plan Years beginning on or after January 1, 1997.

     (3)  The definition of "Leased Employee" in Subsection 2.01(cc) is
          effective for Plan Years beginning on or after January 1, 1997.

     (4)  The change in the "maximum permissible amount", as defined in
          Subsection 6.01(r), to $30,000 adjusted for cost of living increases,
          is effective for Limitation Years beginning on or after January 1,
          1995.

     (5)  The rules for applying the "ADP" test, described in Section 6.03, and
          the "ACP" test, described in Section 6.06 are effective for Plan Years
          beginning on or after January 1, 1997.

     (6)  The rules for allocating and distributing "excess contributions", as
          provided in Section 6.04, and the rules for allocation, distribution
          and forfeiture of "excess aggregate contributions", as provided in
          Section 6.07 are effective for Plan Years beginning on or after
          January 1, 1997.

     (7)  The 4% limitation on discretionary matching employer contributions in
          the event the Plan is intended to satisfy the safe harbor contribution
          requirements under the Code such that the "ADP" test (and, if
          applicable, the "ACP" test) is deemed satisfied is effective only for
          Plan Years beginning on or after January 1, 2000.

     (8)  The provisions of Section 18.03, regarding the Code Section
          401(a)(13)(C) and (D) exceptions to the nonalienability of benefits
          rules, apply to judgments, orders, and decrees issued and settlement
          agreements entered into on or after August 5, 1997.

     (9)  The provisions of Section 18.07, regarding veterans reemployment
          rights, are effective December 12, 1994.


43

<PAGE>

(d)  For Plan Years ending before the date specified in Subsection 1.01(g)(2),
     the provisions of this amendment and restatement that are related to GUST
     shall apply in accordance with the provisions of this amendment and
     restatement, except as otherwise provided below:

(e)  For Plan Years ending before the date specified in Subsection 1.01(g)(2),
     the provisions of this amendment and restatement that are related to GUST
     shall apply to all plans merged into the Plan during the period covered by
     this Addendum except to the extent any such merged plan is amended to
     provide otherwise or as provided below:


44

<PAGE>

        THE CORPORATEplan FOR RETIREMENT(SM) (PROFIT SHARING/401(K) PLAN)

                         ADDENDUM TO ADOPTION AGREEMENT

                       FIDELITY BASIC PLAN DOCUMENT No. 02

    RE: ECONOMIC GROWTH AND TAX RELIEF RECONCILIATION ACT OF 2001 ("EGTRRA")

                                 AMENDMENTS for

Plan Name: K-Swiss Inc. 401(k) and Profit Sharing Plan

PREAMBLE

Adoption and Effective Date of Amendment. This amendment of the Plan is adopted
to reflect certain provisions of the Economic Growth and Tax Relief
Reconciliation Act of 2001 ("EGTRRA"). This amendment is intended as good faith
compliance with the requirements of EGTRRA and is to be construed in accordance
with EGTRRA and guidance issued thereunder. Except as otherwise provided below,
this amendment shall be effective as of the first day of the first plan year
beginning after December 31, 2001.

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

(a)  Catch-up Contributions. The Employer must select either (1) or (2) below to
     indicate whether eligible Participants age 50 or older by the end of a
     calendar year will be permitted to make catch-up contributions to the Plan,
     as described in Section 5.03(b)(1):

     (1)  [x]  Catch-up contributions shall apply effective January 1,
               2002, unless a later effective date is specified herein,     .
                                                                        ---

     (2)  [ ]  Catch-up contributions shall not apply.

     Note: The Employer must not select (a)(l) above unless all plans of all
     employers treated, with the Employer, as a single employer under
     subsections (b), (c), (m), or (o) of Code Section 414 also permit catch up
     contributions (except a plan maintained by the Employer that is qualified
     under Puerto Rico law), as provided in Code Section 414(v)(4) and IRS
     guidance issued thereunder. The effective date applicable to catch-up
     contributions must likewise be consistent among all plans described
     immediately above, to the extent required in Code Section 414(v)(4) and IRS
     guidance issued thereunder.

(b)  Plan Limit on Elective Deferral for Plans Permitting Catch-up
     Contributions. This Section (b) is inapplicable if the Plan converted to
     this Fidelity document from any other document effective after April 1,
     2002.

     For Plans that permit catch-up contributions beginning on or before April
     1, 2002, pursuant to (a)(l) above, the 60% Plan Limit described in Section
     5.03(b)(2) shall apply beginning April 1, 2002, unless (b)(l) or (b)(2) is
     selected below. For Plans that permit catch up contributions beginning
     after April 1, 2002, pursuant to (a)(1) above, the Plan Limit set out in
     Section 1.07(a)(1) shall continue to apply unless and until the Employer's
     election in (b)(2) below, if any, provides for a change in the Plan Limit.

     (1)  [ ]  The Plan Limit set out in Section 1.07(a)(1) shall continue
               to apply on and after April 1, 2002.

     (2)  [ ]  The Plan Limit set out in Section 1.07(a)(1) shall continue
               to apply until     (cannot be before April 1, 2002), and the
                              ---
               Plan Limit after that date shall be     % of Compensation
                                                   ----
               each payroll period.

Plan Number: 40293

The CORPORATEplan for Retirement(SM)

Non-Std PS Plan 12/05/2001

c2001 FMR Corp.
All rights reserved.

1

<PAGE>

(c)  Matching Employer Contributions on Catch-up Contributions. The Employer
     must select the box below only if the Employer selected (a)(l) above, and
     the Employer wants to provide Matching Employer Contributions on catch-up
     contributions. In that event, the same rules that apply to Matching
     Employer Contributions on Deferral Contributions other than catch-up
     contributions will apply to Matching Employer Contributions on catch-up
     contributions.

     [x]  Notwithstanding anything in 2.01(1) to the contrary, Matching Employer
          Contributions under Section 1.10 shall apply to catch-up contributions
          described in Section 5.03(b)(1).

(d)  Vesting of Matching Employer Contributions. Complete this section (d) only
     if the vesting schedule for Matching Employer Contributions under the Plan
     must be amended to comply with EGTRRA. This is the case if, in the absence
     of an amendment, the vesting schedule for Matching Employer Contributions
     would not be at least as rapid as Three-Year Cliff or Six-Year Graded
     Vesting, effective for Participants with at least one Hour of Service on or
     after the first Plan Year beginning after December 31, 2001, subject to the
     rule described in (2) below. Complete (d)(l) to specify the new vesting
     schedule; any vesting schedule changes must conform to the requirements of
     Section 16.04 of the Plan. Only complete (d)(2) if your Plan is maintained
     pursuant to a collective bargaining agreement ratified by June 7, 2001.
     Complete (d)(3) if the Employer wants to apply the vesting schedule
     selected in (d)(l) to only the portion of a Participant's accrued benefits
     derived from Matching Employer Contributions for Plan Years beginning after
     December 31, 2001.

     (1)  Vesting Schedule for Matching Employer Contributions. Unless the
          Employer checks the box in (d)(3) of this EGTRRA Amendments Addendum,
          the Vesting Schedule set forth below shall apply to all accrued
          benefits derived from Matching Employer Contributions for Participants
          who complete an Hour of Service under the Plan in a Plan Year
          beginning after December 31, 2001, regardless of the Plan Year for
          which such contributions are made, subject to the Employer's election
          of a later effective date as indicated in (d)(2) below:

          [ ]  100% Vesting immediately

          [ ]  3-Year Cliff (see C below)

          [x]  6-Year Graded (see E below)

          [ ]  Other Vesting Schedule (complete G3 below, but must be at least
               as favorable as either C or E)

                            Applicable Vesting Schedule
             Years of       ---------------------------
          Vesting Service          C     E    G3
          ---------------         ---   ---   ---
                 0                  0%    0%     %
                                                -

                 1                  0%    0%     %
                                                -

                 2                  0%   20%     %
                                                -

                 3                100%   40%     %
                                                -

                 4                100%   60%     %
                                                -

                 5                100%   80%     %
                                                -

             6 or more            100%  100%  100%


2

<PAGE>

     (2)  Delayed Effective Date for Plans Subject to CoUective Bargaining. If
          the plan is maintained pursuant to one or more collective bargaining
          agreements ratified by June 7, 2001, the effective date for faster
          vesting of Matching Employer Contributions for Participants covered by
          such a collective bargaining agreement can be delayed by checking the
          box below and inserting the effective date, which is the first day of
          the first Plan Year beginning on or after the earlier of (i) January
          1, 2006, or (ii) the later of the date on which the last of the
          collective bargaining agreements described above terminates (without
          regard to any extension on or after June 7, 2001), or January 1, 2002.

          [ ]  The vesting schedule elected by the Employer in (d)(l) above
               shall apply to those Participants covered by a collective
               bargaining agreement(s) ratified by June 7, 2001, who have at
               least one Hour of Service on or after     . Unless the Employer
                                                     ----
               selects the box in (d)(3) below, the vesting schedule selected in
               (d)(l) above shall apply to the entire accrued benefit derived
               from Matching Employer Contributions of such Participants with an
               Hour of Service in a Plan Year beginning on or after the date
               specified herein. For all other Participants, the vesting
               schedule shall apply as of the date and in the manner described
               in (d)(l) and, where applicable, (d)(3).

     (3)  Grandfathered Application of Prior Vesting Schedule. The Employer must
          check the box below only if the Employer wants to grandfather an
          existing vesting schedule and apply the vesting schedule that the
          Employer selected in (d)(l) above to only that portion of a
          Participant's accrued benefit derived from Matching Employer
          Contributions for Plan Years beginning after December 31, 2001,
          (and/or for Plan Years beginning on or after the date specified in
          (d)(2), for any Participants subject to (d)(2), if selected by the
          Employer).

          [ ]  The Vesting Schedule in (d)(l) above shall apply only to the
               portion of a Participant's accrued benefits derived from Matching
               Employer Contributions under the Plan in a Plan Year beginning
               after December 31, 2001, or such later date applicable to the
               Participant if specified in (d)(2) above.

(e)  Rollovers of After-Tax Employee Contributions to the Plan. The Employer
     must mark the box below only if the Employer does not want the Plan to
     accept Participant Rollover Contributions of qualified plan after-tax
     employee contributions, as described in Section 5.06, which would otherwise
     be effective for distributions after December 31, 2001:

     [ ]  Participant Rollover Contributions or direct rollovers of qualified
          plan after-tax employee contributions shall not be accepted by the
          Plan at any time.

(f)  Application of the Same Desk Rule. The Employer must mark the box below
     only if the Employer wants to discontinue the application of the same desk
     rule set forth in Section 12.01(a).

     [x]  Effective for distributions from the Plan after December 31, 2001, or
          such later date as specified herein 01/01/2002, a Participant's
          elective deferrals, qualified nonelective contributions and qualified
          matching contributions, if applicable, and earnings attributable to
          such amounts shall be distributable, upon a severance from employment
          as described in Section 12.01(b), effective only for severances
          occurring after -(or, if no date is entered, regardless of when the
          severance occurred).


3

<PAGE>

                               Amendment Execution

                                (Fidelity's Copy)

IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed this
9th day of December, 2002.

Employer: K-Swiss Inc.


By: George Powlick
    --------------------
Title: V.P. Finance

Accepted by: Fidelity Management Trust Company, as Trustee


By: Cynthia A. Davis
    --------------------

Date: December 13, 2002

Title:


4

<PAGE>

                     Amendment Execution Amendment Execution

                                (Employer's Copy)

IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed this
9th day of December, 2002.

Employer: K-Swiss Inc.


By: /s/ George Powlick
    --------------------
Title: V.P. Finance

Accepted by: Fidelity Management Trust Company, as Trustee


By: /s/ Cynthia A. Davis
    --------------------

Date: December 13, 2003

Title:


5