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                                                                   Exhibit 10.10

                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
                            DEFINED CONTRIBUTION PLAN
                          BASIC PLAN DOCUMENT NUMBER 03

                   AS AMENDED TO INCORPORATE THE PROVISIONS OF
                    THE URUGUAY ROUND AGREEMENTS ACT (GATT),
             THE SMALL BUSINESS JOB PROTECTION ACT OF 1996 (SBJPA),
      THE INTERNAL REVENUE CODE SECTION 414(u) PROVISIONS OF THE UNIFORMED
        SERVICES EMPLOYMENT AND REEMPLOYMENT RIGHTS ACT OF 1994 (USERRA),
                 THE TAXPAYER RELIEF ACT OF 1997 (TRA '97); AND
        THE INTERNAL REVENUE SERVICE RESTRUCTURING AND REFORM ACT OF 1998
                                     (RRA).

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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                               CONTENTS                                                    PAGE
<S>                                                                                                               <C>
                                              ARTICLE I - DEFINITIONS
1.1           Accrued Benefit ................................................................................      1
1.2           Additional Matching Contributions ..............................................................      1
1.3           Additional Nonelective Contributions ...........................................................      1
1.4           Adoption Agreement .............................................................................      1
1.5           Alternate Payee ................................................................................      1
1.6           Annuity ........................................................................................      1
1.7           Annuity Contract ...............................................................................      1
1.8           Annuity Starting Date ..........................................................................      1
1.9           Beneficiary ....................................................................................      2
1.10          Board of Directors .............................................................................      2
1.11          CODA ...........................................................................................      2
1.12          Code ...........................................................................................      2
1.13          Compensation ...................................................................................      2
1.14          Considered Net Profits .........................................................................      6
1.15          Contribution Period ............................................................................      6
1.16          Davis-Beacon Act ...............................................................................      6
1.17          Disability .....................................................................................      7
1.18          Disability Retirement Date .....................................................................      7
1.19          Early Retirement Date ..........................................................................      7
1.20          Earned Income ..................................................................................      7
1.21          Effective Date .................................................................................      8
1.22          Elective Deferral Contributions ................................................................      8
1.23          Employee .......................................................................................      8
1.24          Employee Contributions .........................................................................      8
1.25          Employer .......................................................................................      9
1.26          Entry Date .....................................................................................      9
1.27          ERISA ..........................................................................................      9
1.28          Fiduciary ......................................................................................      9
1.29          Forfeiture .....................................................................................     10
1.30          Highly Compensated Employee ....................................................................     10
1.31          Insurance Company ..............................................................................     12
1.32          Late Retirement Date ...........................................................................     12
1.33          Leased Employee ................................................................................     12
1.34          Life Annuity ...................................................................................     13
1.35          Life Insurance Policy ..........................................................................     13
1.36          Matching Contributions .........................................................................     13
1.37          Money Purchase Pension Contributions ...........................................................     13
1.38          Named Fiduciary ................................................................................     13
1.39          Nonelective Contributions ......................................................................     13
1.40          Non-Trusteed ...................................................................................     14
1.41          Normal Retirement Age ..........................................................................     14
1.42          Normal Retirement Date .........................................................................     14
1.43          Owner-Employee .................................................................................     14
1.44          Participant ....................................................................................     14
1.45          Participant's Account ..........................................................................     14
1.46          Participant's Employer Stock Account ...........................................................     15
1.47          Partner ........................................................................................     16
1.48          Partnership ....................................................................................     16
1.49          Person .........................................................................................     16
1.50          Plan ...........................................................................................     16
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<TABLE>
<S>                                                                                                               <C>
1.51          Plan Administrator .............................................................................     17
1.52          Plan Year ......................................................................................     17
1.53          Prevailing Wage Law ............................................................................     17
1.54          Prior Employer Contributions ...................................................................     17
1.55          Prior Required Employee Contributions ..........................................................     17
1.56          Prior Voluntary Employee Contributions .........................................................     17
1.57          QDRO ...........................................................................................     17
1.58          Qualified Matching Contributions ...............................................................     17
1.59          Qualified Nonelective Contributions ............................................................     18
1.60          QVEC Contributions .............................................................................     18
1.61          Required Employee Contributions ................................................................     18
1.62          Rollover Contribution ..........................................................................     18
1.63          Salary Deferral Agreement ......................................................................     18
1.64          Self-Employed Individual .......................................................................     18
1.65          Serious Financial Hardship .....................................................................     18
1.66          Shareholder-Employee ...........................................................................     18
1.67          Social Security Integration Level ..............................................................     18
1.68          Social Security Taxable Wage Base ..............................................................     18
1.69          Sponsoring Organization ........................................................................     18
1.70          Spouse .........................................................................................     18
1.71          Straight Life Annuity ..........................................................................     18
1.72          Termination of Employment ......................................................................     18
1.73          True-Up Contributions ..........................................................................     18
1.74          Trust ..........................................................................................     19
1.75          Trustee ........................................................................................     19
1.76          Vested Interest ................................................................................     19
1.77          Vesting Percentage .............................................................................     19
1.78          Voluntary Employee Contributions ...............................................................     20

                                              ARTICLE II - GENERAL PROVISIONS

2A.     SERVICE

2A.1          Service ........................................................................................     21
2A.2          Absence from Employment ........................................................................     21
2A.3          Hour of Service ................................................................................     21
2A.4          1-Year Break-in-Service ........................................................................     22
2A.5          Year(s) of Service .............................................................................     22
2A.6          Determining Vesting Percentage .................................................................     24
2A.7          Excluded Years of Service for Vesting ..........................................................     24
2A.8          Change in Plan Years ...........................................................................     25
2A.9          Elapsed Time ...................................................................................     25
2A.10         Excluded Periods of Service for Vesting ........................................................     26

2B.     ELIGIBILITY, ENROLLMENT AND PARTICIPATION

2B.1          Eligibility ....................................................................................     27
2B.2          Enrollment .....................................................................................     27
2B.3          Reemployed Participant .........................................................................     28
2B.4          Eligible Class .................................................................................     28
2B.5          Waiver of Participation ........................................................................     28

2C.     CONTRIBUTIONS AND ALLOCATIONS

2C.1          Profit Sharing/Thrift Plan with 401(k) Feature .................................................     29
2C.2          Money Purchase Pension Plan ....................................................................     41
2C.3          Rollover Contributions .........................................................................     44
2C.4          Participant Initiated Transfers.................................................................     44
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<TABLE>
<S>                                                                                                               <C>
2C.5          Contributions Subject to Davis-Bacon Act .......................................................     46
2C.6          QVEC Contributions .............................................................................     46

                                              ARTICLE III - DISTRIBUTIONS

3A.     TIMING AND FORM OF BENEFITS

3A.1          Payment of Benefits ............................................................................     47
3A.2          Commencement of Benefits .......................................................................     50
3A.3          From Life Insurance Policies ...................................................................     51
3A.4          Nontransferable ................................................................................     51
3A.5          Alternate Payee Special Distribution ...........................................................     51

3B.     MINIMUM DISTRIBUTION REQUIREMENTS

3B.1          Definitions ....................................................................................     52
3B.2          Distribution Requirements ......................................................................     54
3B.3          Death Distribution Provisions ..................................................................     55
3B.4          Transitional Rule ..............................................................................     56

3C.     JOINT AND SURVIVOR ANNUITY REQUIREMENTS

3C.1          Applicability ..................................................................................     58
3C.2          Definitions ....................................................................................     58
3C.3          Qualified Joint and Survivor Annuity ...........................................................     59
3C.4          Qualified Preretirement Survivor Annuity .......................................................     59
3C.5          Notice Requirements ............................................................................     60
3C.6          Safe Harbor Rules ..............................................................................     61
3C.7          Transitional Rules .............................................................................     62

3D.     TERMINATION OF EMPLOYMENT

3D.1          Distribution ...................................................................................     64
3D.2          Repayment of Prior Distribution ................................................................     65
3D.3          Life Insurance Policy ..........................................................................     66
3D.4          No Further Rights or Interest ..................................................................     66
3D.5          Forfeiture .....................................................................................     66
3D.6          Lost Participant ...............................................................................     67
3D.7          Deferral of Distribution .......................................................................     67
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                                      -iii-

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<TABLE>
<S>                                                                                                               <C>
3E.     WITHDRAWALS

3E.1          Withdrawal - Employee Contributions ............................................................     67
3E.2          Withdrawal - Elective Deferral Contributions ...................................................     68
3E.3          Withdrawal - Qualified Matching Contributions...................................................     68
3E.4          Withdrawal - Qualified Nonelective Contributions................................................     68
3E.5          Withdrawal - Safe Harbor 401(k) Elective Deferral
              Contributions and ADP Test Safe Harbor Contributions............................................     69
3E.6          Withdrawal - Employer Contributions ............................................................     69
3E.7          Withdrawal for Serious Financial Hardship of
              Contributions Other than Elective Deferral Contributions........................................     70
3E.8          Withdrawal for Serious Financial Hardship of Elective Deferral Contributions ...................     70
3E.9          Withdrawal - QVEC Contributions and Rollover Contributions .....................................     72
3E.10         Notification ...................................................................................     72
3E.11         Vesting Continuation ...........................................................................     72
3E.12         Withdrawal - Participant's Employer Stock Account ..............................................     72

3F.     DIRECT ROLLOVERS

3F.1          Definitions ....................................................................................     72
3F.2          Direct Rollovers ...............................................................................     73

                                    ARTICLE IV - LEGAL LIMITATIONS ON CONTRIBUTIONS

4A.     NONDISCRIMINATION TESTS

4A.1          Definitions ....................................................................................     74
4A.2          Actual Deferral Percentage Test ................................................................     75
4A.3          Special Rules - ADP Test .......................................................................     76
4A.4          Actual Contribution Percentage Test ............................................................     77
4A.5          Special Rules - ADP/ACP Tests ..................................................................     78

4B.     LIMITATIONS ON ALLOCATIONS

4B.1          Definitions ....................................................................................     80
4B.2          Basic Limitation ...............................................................................     85
4B.3          Estimated Maximum Permissible Amount ...........................................................     85
4B.4          Actual Maximum Permissible Amount ..............................................................     85
4B.5          Participants Covered by Another Prototype Defined Contribution Plan ............................     86
4B.6          Participants Covered by Non-Prototype Defined Contribution Plan ................................     87
4B.7          Participants Covered by Defined Benefit Plan ...................................................     87

4C.     TREATMENT OF EXCESSES

4C.1          Definitions ....................................................................................     87
4C.2          Excess Elective Deferral Contributions .........................................................     88
4C.3          Excess Annual Additions ........................................................................     89
4C.4          Excess Contributions ...........................................................................     90
4C.5          Excess Aggregate Contributions .................................................................     91
</TABLE>

                                      -iv-

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<TABLE>
<S>                                                                                                               <C>
                                      ARTICLE V - PARTICIPANT PROVISIONS

5A.     ANNUITY CONTRACT AND PARTICIPANT'S ACCOUNT

5A.1          Participant's Account ..........................................................................     93
5A.2          Investment Transfers ...........................................................................     93
5A.3          Participant's Account Valuation ................................................................     93

5B.     LIFE INSURANCE POLICIES

5B.1          Optional Purchase of Life Insurance ............................................................     94
5B.2          Premiums on Life Insurance Policies ............................................................     94
5B.3          Limitations on Premiums ........................................................................     94
5B.4          Disposal .......................................................................................     95
5B.5          Rights under Policies ..........................................................................     95
5B.6          Loans ..........................................................................................     95
5B.7          Conditions of Coverage .........................................................................     95
5B.8          Policy Not Yet in Force ........................................................................     95
5B.9          Value of Policy ................................................................................     95
5B.10         Dividends ......................................................................................     96
5B.11         Distribution ...................................................................................     96
5B.12         Application ....................................................................................     96

5C.     LOANS

5C.1          Loans to Participants ..........................................................................     96
5C.2          Loan Procedures ................................................................................     97
5C.3          USERRA Loan Suspension..........................................................................     98

5D.     PARTICIPANTS' RIGHTS

5D.1          General Rights of Participants and Beneficiaries ...............................................     98
5D.2          Filing a Claim for Benefits ....................................................................     98
5D.3          Denial of Claim ................................................................................     98
5D.4          Remedies Available to Participants .............................................................     98
5D.5          Limitation of Rights ...........................................................................     99
5D.6          100% Vested Contributions ......................................................................     99
5D.7          Reinstatement of Benefit .......................................................................     99
5D.8          Non-Alienation .................................................................................     99


                                          ARTICLE VI - OVERSEER PROVISIONS

6A.     FIDUCIARY DUTIES AND RESPONSIBILITIES

6A.1          General Fiduciary Standard of Conduct ..........................................................    110
6A.2          Service in Multiple Capacities .................................................................    110
6A.3          Limitations on Fiduciary Liability .............................................................    110
6A.4          Investment Manager .............................................................................    110

6B.     THE PLAN ADMINISTRATOR

6B.1          Designation and Acceptance .....................................................................    110
6B.2          Duties and Responsibility ......................................................................    110
6B.3          Special Duties .................................................................................    111
6B.4          Expenses and Compensation ......................................................................    111
6B.5          Information from Employer ......................................................................    111
6B.6          Administrative Committee; Multiple Signatures ..................................................    111
6B.7          Resignation and Removal; Appointment of Successor ..............................................    112
</TABLE>

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<TABLE>
<S>                                                                                                               <C>
6B.8          Investment Manager .............................................................................    112
6B.9          Delegation of Duties ...........................................................................    112

6C.     TRUST AGREEMENT

6C.1          Creation and Acceptance of Trust ...............................................................    113
6C.2          Trustee Capacity; Co-Trustees ..................................................................    113
6C.3          Resignation and Removal; Appointment of Successor Trustee ......................................    113
6C.4          Taxes, Expenses and Compensation of Trustee ....................................................    113
6C.5          Trustee Entitled to Consultation ...............................................................    114
6C.6          Rights, Powers and Duties of Trustee ...........................................................    114
6C.7          Evidence of Trustee Action .....................................................................    116
6C.8          Investment Policy ..............................................................................    116
6C.9          Period of the Trust ............................................................................    117

6D.     THE INSURANCE COMPANY

6D.1          Duties and Responsibilities ....................................................................    117
6D.2          Relation to Employer, Plan Administrator and Participants ......................................    117
6D.3          Relation to Trustee ............................................................................    117

6E.     ADOPTING EMPLOYER

6E.1          Election to Become Adopting Employer ...........................................................    117
6E.2          Definition .....................................................................................    118
6E.3          Effective Date of Plan .........................................................................    118
6E.4          Forfeitures ....................................................................................    118
6E.5          Contributions ..................................................................................    118
6E.6          Expenses .......................................................................................    118
6E.7          Substitution of Plans ..........................................................................    118
6E.8          Termination of Plans ...........................................................................    118
6E.9          Amendment ......................................................................................    118
6E.10         Plan Administrator's Authority .................................................................    119


                          ARTICLE VII - SPECIAL CIRCUMSTANCES WHICH MAY AFFECT THE PLAN

7A.     TOP-HEAVY PROVISIONS

7A.1          Definitions ....................................................................................    120
7A.2          Minimum Allocation .............................................................................    123
7A.3          Minimum Vesting Schedule .......................................................................    124

7B.     AMENDMENT, TERMINATION OR MERGER OF THE PLAN

7B.1          Amendment of Elections under Adoption Agreement by Employer ....................................    125
7B.2          Amendment of Plan, Trust, and Form of Adoption Agreement .......................................    126
7B.3          Conditions of Amendment ........................................................................    127
7B.4          Termination of the Plan ........................................................................    127
7B.5          Full Vesting ...................................................................................    127
7B.6          Application of Forfeitures .....................................................................    127
7B.7          Merger with Other Plan .........................................................................    127
7B.8          Transfer from Other Plans ......................................................................    128
7B.9          Transfer to Other Plans ........................................................................    128
7B.10         Approval by the Internal Revenue Service .......................................................    128
7B.11         Subsequent Unfavorable Determination ...........................................................    129

7C.     SUBSTITUTION OF PLANS
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<TABLE>
<S>                                                                                                               <C>
7C.1          Substitution of Plans ..........................................................................    129
7C.2          Transfer of Assets .............................................................................    129
7C.3          Substitution for Pre-Existing Master or Prototype Plan .........................................    130
7C.4          Partial Substitution or Partial Transfer of the Plan or Assets .................................    130

                                       ARTICLE VIII - MISCELLANEOUS

8.1           Nonreversion ...................................................................................    131
8.2           Gender and Number ..............................................................................    131
8.3           Reference to the Internal Revenue Code and ERISA ...............................................    131
8.4           Governing Law ..................................................................................    131
8.5           Compliance with the Internal Revenue Code and ERISA ............................................    131
8.6           Contribution Recapture .........................................................................    131
</TABLE>

                                      -vii-

<PAGE>

                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
                            DEFINED CONTRIBUTION PLAN
                          BASIC PLAN DOCUMENT NUMBER 03

The Plan set forth herein may be adopted by an Employer and accepted by the Plan
Administrator and, if applicable, the Trustee by executing an Adoption
Agreement, which together shall constitute the Employer's Plan, for the
exclusive benefit of its eligible Employees and their Beneficiaries, as fully as
if set forth in said Adoption Agreement; provided, however, no Employer may
adopt this Plan except with the consent of Connecticut General Life Insurance
Company.

An Employer's adoption of this Plan shall not supersede any previously adopted
amendments made to reflect the provisions of the Economic Growth and Tax Relief
Reconciliation Act of 2001(EGTRRA) or Code section 401(a)(9) final regulations.

                             ARTICLE I - DEFINITIONS

1.1      ACCRUED BENEFIT. The term Accrued Benefit means the value of the
         Participant's Account on any applicable date.

1.2      ADDITIONAL MATCHING CONTRIBUTIONS. The term Additional Matching
         Contributions means additional discretionary Matching Contributions
         made to the Plan by the Employer, as authorized by its Board of
         Directors by resolution. Additional Matching Contributions shall be
         treated as Matching Contributions for nondiscrimination testing and
         allocation purposes.

1.3      ADDITIONAL NONELECTIVE CONTRIBUTIONS. The term Additional Nonelective
         Contributions means additional discretionary Nonelective Contributions
         made to the Plan by the Employer, as authorized by its Board of
         Directors by resolution.

1.4      ADOPTION AGREEMENT. The term Adoption Agreement means the prescribed
         agreement by which the Employer adopts this Plan, and which sets forth
         the elective provisions of this Plan as specified by the Employer.

1.5      ALTERNATE PAYEE. The term Alternate Payee means a person, other than
         the Participant, identified under a QDRO to be a recipient of part or
         all of the Participant's benefit under the Plan.

1.6      ANNUITY. The term Annuity means a series of payments made over a
         specified period of time.

1.7      ANNUITY CONTRACT. The term Annuity Contract means the group annuity
         contract form issued by the Insurance Company to fund the benefits
         provided under this Plan, as such contract may be amended from time to
         time in accordance with the terms thereof. The Employer will specify
         and communicate to its Employees the types of investments available
         under this Plan and Annuity Contract.

1.8      ANNUITY STARTING DATE. The term Annuity Starting Date means the first
         day of the first period for which an amount is paid as an Annuity or
         any other form.

Article I - Definitions                                         February 6, 2002

                                      -1-

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1.9      BENEFICIARY. The term Beneficiary means the beneficiary or
         beneficiaries entitled to any benefits under a Participant's Account
         hereunder upon the death of a Participant, Beneficiary or Alternate
         Payee pursuant to a QDRO. If any Life Insurance Policy is purchased on
         the life of a Participant hereunder, the Beneficiary under such Policy
         shall be designated separately therein. However, any such Beneficiary
         designation shall be subject to the terms of Section 3C.

         A Participant's Beneficiary shall be his Spouse, if any, unless the
         Participant designates a person or persons other than his Spouse as
         Beneficiary with his Spouse's written consent. A Participant may
         designate a Beneficiary on the form approved by the Plan Administrator.

         If any distribution is made to a Beneficiary in the form of an Annuity,
         and if such Annuity provides for a death benefit, then such Beneficiary
         shall also have a right to designate a beneficiary and to change that
         beneficiary from time to time. As an alternative to receiving the
         benefit in the form of an Annuity, the Beneficiary may elect to receive
         a single cash payment or any other form of payment provided by the
         Employer's election in the Adoption Agreement.

         If no Beneficiary has been designated pursuant to the provisions of
         this Section, or if no Beneficiary survives the Participant and he has
         no surviving Spouse, then the Beneficiary under the Plan shall be the
         deceased Participant's surviving children in equal shares or, if there
         are no surviving children, the Participant's estate. If a Beneficiary
         dies after becoming entitled to receive a distribution under the Plan
         but before distribution is made to him in full, and if no other
         Beneficiary has been designated to receive the balance of the
         distribution in that event, the estate of the deceased Beneficiary
         shall be the Beneficiary for the balance of the distribution.

         If the Employer so elects in the Adoption Agreement, an Alternate Payee
         and/or Beneficiary shall be allowed to direct the investment of his
         segregated portion of the Participant's Account, pursuant to Section
         5A. An individual who is designated as an Alternate Payee in a QDRO
         relating to a Participant's benefits under this Plan shall be treated
         as a Beneficiary hereunder, to the extent provided by such order.

1.10     BOARD OF DIRECTORS. The term Board of Directors means the Employer's
         board of directors or other comparable governing body.

1.11     CODA. The term CODA means cash or deferred arrangement as described in
         Code section 401(k) and the regulations thereunder.

1.12     CODE. The term Code means the Internal Revenue Code of 1986, as amended
         from time to time.

1.13     COMPENSATION. The term Compensation means Compensation as defined
         below. For any Self-Employed Individual covered under the Plan,
         Compensation shall mean Earned Income. Compensation shall include only
         that Compensation which is actually paid to the Participant during the
         applicable Determination Period. Except as provided elsewhere in this
         Plan, the "Determination

Article I - Definitions                                         February 6, 2002

                                      -2-

<PAGE>

         Period" shall be the period elected by the Employer in the Adoption
         Agreement. If the Employer makes no election, the Determination Period
         shall be the Plan Year.

         An Employer may elect in the Adoption Agreement to use one of the
         following definitions of Compensation for purposes of allocating all
         contributions:

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

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

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

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

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

Article I - Definitions                                         February 6, 2002

                                      -3-

<PAGE>

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

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

         (d)      MODIFIED WAGES, TIPS, AND OTHER COMPENSATION BOX ON FORM W-2.
                  Compensation as defined in subsection (a) above, but reduced
                  by all of the following items (even if includable in gross
                  income): reimbursements or other expense allowances, fringe
                  benefits (cash or noncash), moving expenses, deferred
                  compensation, and welfare benefits. This definition may not be
                  used by standardized plans or plans using a contribution or
                  allocation formula that is integrated with Social Security.

         (e)      MODIFIED SECTION 3401(a) WAGES. Compensation as defined in
                  subsection (b) above, but reduced by all of the following
                  items (even if includable in gross income): reimbursements or
                  other expense allowances, fringe benefits (cash or noncash),
                  moving expenses, deferred compensation, and welfare benefits.
                  This definition may not be used by standardized plans or plans
                  using a contribution or allocation formula that is integrated
                  with Social Security.

         (f)      MODIFIED 415 SAFE-HARBOR COMPENSATION. Compensation as defined
                  in subsection (c) above, but reduced by all of the following
                  items (even if includable in gross income): reimbursements or
                  other expense allowances, fringe benefits (cash or noncash),
                  moving expenses, deferred compensation, and welfare benefits.
                  This definition may not be used by standardized plans or plans
                  using a contribution or allocation formula that is integrated
                  with Social Security.

         (g)      REGULAR OR BASE SALARY OR WAGES. Regular or base salary or
                  wages (excluding overtime and bonuses) received during the
                  applicable period by the Employee from the Employer. This
                  definition may not be used by standardized plans or plans
                  using a contribution or allocation formula that is integrated
                  with Social Security.

         (h)      REGULAR OR BASE SALARY WAGES PLUS OVERTIME AND/OR BONUSES.
                  Regular or base salary or wages, plus either or both overtime
                  and/or bonuses, as elected by the Employer in the Adoption
                  Agreement, received during the applicable period by the
                  Employee from the Employer. This definition may not be used by
                  standardized plans or plans using a contribution or allocation
                  formula that is integrated with Social Security.

         (i)      A REASONABLE ALTERNATIVE DEFINITION OF COMPENSATION, as that
                  term is used in Code section 414(s)(3) and the regulations
                  thereunder, provided that the definition does not favor

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                  Highly Compensated Employees and satisfies the
                  nondiscrimination requirements under Code section 414(s). This
                  definition may not be used by standardized plans or plans
                  using a contribution or allocation formula that is integrated
                  with Social Security.

         For years beginning before January 1, 1998, if elected by the Employer
         in the Adoption Agreement, Compensation shall include any amount which
         is contributed by the Employer pursuant to a salary reduction agreement
         and which is not includable in the gross income of the Employee under
         Code sections 125, 402(e)(3), 402(h)(1)(B) or 403(b).

         For years beginning on or after January 1, 1998, if elected by the
         Employer in the Adoption Agreement, Compensation shall exclude any
         amount which is contributed by the Employer pursuant to a salary
         reduction agreement and which is not includible in gross income of the
         Employee under Code sections 125, 402(e)(3), 402 (h)(1)(B) or 403(b).

         Effective for years beginning on or after January 1, 2001 (or such
         earlier date specified in section IV.C of the Adoption Agreement which
         cannot be earlier than January 1, 1998), Code section 132(f)(4)
         deferrals shall be treated in the same manner as section 125 deferrals.

         For years beginning on or after January 1, 1994, the annual
         Compensation of each Participant taken into account for determining all
         benefits provided under the Plan for any Plan Year shall not exceed
         $150,000, as adjusted for increases in the cost-of-living in accordance
         with Code section 401(a)(17)(B). The cost-of-living adjustment in
         effect for a calendar year applies to any Determination Period
         beginning in such calendar year.

         If a Determination Period consists of fewer than 12 calendar months,
         then the annual compensation limit is an amount equal to the annual
         compensation limit for the calendar year in which the compensation
         period begins, multiplied by the ratio obtained by dividing the number
         of full months in the period by 12.

         For Determination Periods beginning before January 1, 1997, in
         determining the Compensation of a Participant for purposes of this
         limit, the rules of Code section 414(q)(6), as in effect prior to
         January 1, 1997, shall apply, except in applying such rules, the term
         "family" shall include only the spouse of the Participant and any
         lineal descendants of the Participant who have not attained age 19
         before the close of the year. If, as a result of the application of
         such rules, the adjusted annual Compensation limit is exceeded, then
         (except for purposes of determining the portion of Compensation up to
         the integration level if this Plan uses a contribution or allocation
         formula that is integrated with Social Security), the limit shall be
         prorated among the affected individuals in proportion to each such
         individual's Compensation as determined under this Section prior to the
         application of this limit. The provisions of this paragraph shall not
         apply for Determination Periods beginning on or after January 1, 1997.

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         In determining allocations in Plan Years beginning on or after January
         1, 1994, the annual compensation limit in effect for Determination
         Periods beginning before that date is $150,000.

1.14     CONSIDERED NET PROFITS. The term Considered Net Profits means the
         entire amount of the accumulated or current operating profits
         (excluding capital gains from the sale or involuntary conversion of
         capital or business assets) of the Employer after all expenses and
         charges other than (1) the Employer contribution to this and any other
         qualified plan, and (2) federal, state or local taxes based upon or
         measured by income, as determined by the Employer, either on an
         estimated basis or a final basis, in accordance with the generally
         accepted accounting principles used by the Employer. When, for any Plan
         Year, the amount of Considered Net Profits has been determined by the
         Employer, and the Employer contribution made on the basis of such
         determination, such determination and contribution shall be final and
         conclusive and shall not be subject to change because of any
         adjustments in income or expense which may be required by the Internal
         Revenue Service or otherwise. Such determination and contribution shall
         not be open to question by any Participant either before or after the
         Employer contribution has been made.

         In the case of an Employer that is a non-profit entity, the term
         Considered Net Profits means the entire amount of the accumulated or
         current operating surplus (excluding capital gains from the sale or
         involuntary conversion of capital or business assets) of the Employer
         after all expenses and charges other than (1) the contribution made by
         the Employer to the Plan, and (2) federal, state or local taxes based
         upon or measured by income, in accordance with the generally accepted
         accounting principles used by the Employer.

1.15     CONTRIBUTION PERIOD. The term Contribution Period means that regular
         period, specified by the Employer in its Adoption Agreement, for which
         the Employer shall make Employer contributions, if any, and that
         regular period specified by the Employer in its Adoption Agreement, for
         which Participants may make Employee Contributions, if any, and
         Elective Deferral Contributions, if any. The first Contribution Period
         may be an irregular period, not longer than one month, commencing not
         prior to the Effective Date. However, the first Contribution Period for
         Elective Deferral Contributions may not commence before the later of
         the Plan's Effective Date or adoption date.

1.16     DAVIS-BACON ACT The term Davis-Bacon Act means the Davis-Bacon Act (40
         U.S.C. section 276(a) et seq., as amended from time to time), which
         guarantees minimum wages to laborers and mechanics employed on Federal
         government contracts for the construction, alteration, or repair of
         public buildings or works. The minimums are the amounts found by the
         Secretary of Labor to be prevailing for similar workers in the area in
         which the work is to be done.

         The term "wages" as used in the Davis-Bacon Act includes, in addition
         to the basic hourly rate of pay, contributions irrevocably made to
         trustees for pension benefits for laborers and mechanics employed on
         Federal government contracts and the

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         cost of other fringe benefits. However, overtime pay is to be computed
         only on the basis of the basic hourly rate of pay. Davis-Bacon
         contributions are only allowed in non-standardized plans.

1.17     DISABILITY. The term Disability means a Participant's incapacity to
         engage in any substantial gainful activity because of a medically
         determinable physical or mental impairment which can be expected to
         result in death, or which has lasted or can be expected to last for a
         continuous period of not less than 12 months. The permanence and degree
         of such impairment shall be supported by medical evidence. All
         Participants in similar circumstances shall be treated alike.

         If elected by the Employer in the Adoption Agreement, nonforfeitable
         contributions will be made to the Plan on behalf of all disabled
         Participants.

1.18     DISABILITY RETIREMENT DATE. The term Disability Retirement Date means
         the first day of the month after the Plan Administrator has determined
         that a Participant's incapacity is a Disability. A Participant who
         retires from the Service of the Employer as of his Disability
         Retirement Date shall have a Vesting Percentage of 100% and shall be
         entitled to receive a distribution of the entire value of his
         Participant's Account and any Life Insurance Policies, or the values
         thereof, as of his Disability Retirement Date, subject to the
         provisions of Section 3A and Section 3C.

1.19     EARLY RETIREMENT DATE. If the Employer has specified in its Adoption
         Agreement that Early Retirement is permitted, then the term Early
         Retirement Date means the first day of the month coinciding with or
         next following the date a Participant is separated from Service with
         the Employer for any reason other than death or Disability, provided
         that on such date the Participant has attained the conditions specified
         by the Employer in its Adoption Agreement and has not attained his
         Normal Retirement Age. A Participant who retires from the Service of
         the Employer on or after his Early Retirement Date shall have a Vesting
         Percentage of 100% and shall be entitled to receive a distribution of
         the entire value of his Participant's Account and any Life Insurance
         Policies, or the values thereof, as of his Early Retirement Date,
         subject to the provisions of Section 3A and Section 3C.

         If a Participant separates from Service before satisfying the age
         requirement for Early Retirement, but has satisfied the Service
         requirement, the Participant shall be 100% vested as of his Termination
         of Employment date, but he will not be eligible for a distribution of
         the entire value of his Participant's Account until satisfying such age
         requirement.

1.20     EARNED INCOME. The term Earned Income means the net earnings from
         self-employment in the trade or business with respect to which the Plan
         is established, and for which the personal services of the individual
         are a material income-producing factor. Net earnings will be determined
         without regard to items not included in gross income and the deductions
         allocable to such items. Net earnings are reduced by contributions made
         by the

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         Employer to a qualified plan to the extent deductible under Code
         section 404.

         Net earnings shall be determined with regard to the deductions allowed
         to the taxpayer by Code section 164(f) for taxable years beginning
         after December 31, 1989.

1.21     EFFECTIVE DATE. The term Effective Date means the date specified by the
         Employer in its Adoption Agreement as the Effective Date of the Plan.

1.22     ELECTIVE DEFERRAL CONTRIBUTIONS. The term Elective Deferral
         Contributions means contributions made by the Employer to the Plan at
         the election of the Participant (or, if elected by the Employer in the
         Adoption Agreement, through a deemed election by an Employee), in lieu
         of cash compensation, and shall include contributions made pursuant to
         a Salary Deferral Agreement or other deferral mechanism.

         With respect to any taxable year, a Participant's elective deferral is
         the sum of all Employer contributions made on behalf of such
         Participant pursuant to an election to defer under any CODA, any
         simplified employee pension cash or deferred arrangement as described
         in section 402(h)(1)(B), any SIMPLE IRA plan described in section
         408(p), any eligible deferred compensation plan as described in section
         457, any plan described in section 501(c)(18), and any Employer
         contributions made on the behalf of a Participant for the purchase of
         an annuity contract under section 403(b) pursuant to a salary reduction
         agreement.

         Elective Deferral Contributions shall not include those contributions
         properly distributed as Excess Annual Additions, as defined in Section
         4C.1(b).

1.23     EMPLOYEE. The term Employee means any employee of the Employer
         maintaining the Plan or any other employer required to be aggregated
         with such Employer under Code sections 414(b), (c), (m), or (o).

         The term Employee also includes any Leased Employee deemed to be an
         Employee of the Employer in accordance with Code sections 414(n) or
         (o).

         If elected by the Employer in the Adoption Agreement, an individual
         shall not be treated as an Employee unless he or she is reported on the
         payroll, income tax withholding, wage tax liability, or worker
         compensation coverage records, or any such similar record, of the
         Employer as a common law employee, or is otherwise explicitly covered
         as a Leased Employee. Under this provision, individuals not treated as
         common law employees by the Employer on the type of records previously
         described shall be excluded from participation in the Plan even if a
         court or administrative agency later determines that such individuals
         are common law employees. This provision applies only to
         non-standardized plans.

1.24     EMPLOYEE CONTRIBUTIONS. The term Employee Contributions means
         contributions to this Plan or any other plan, that are designated

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<PAGE>

         or treated at the time of contribution as after-tax contributions made
         by the Employee and are allocated to a separate account to which
         attributable earnings and losses are allocated. Such term includes
         Required Employee Contributions, Voluntary Employee Contributions,
         Prior Required Employee Contributions, and Prior Voluntary Employee
         Contributions.

1.25     EMPLOYER. The term Employer means the employer that adopts this Plan.
         In the case of a group of Employers that constitutes a controlled group
         of corporations (as defined in Code section 414(b)) or that constitutes
         trades or businesses (whether or not incorporated) that are under
         common control (as defined in section 414(c)) or that constitutes an
         affiliated service group (as defined in section 414(m)), Service with
         all such employers shall be considered Service with the Employer for
         purposes of eligibility and vesting. The term Employer shall also mean
         any Adopting Employer as defined in Section 6E.2.

         A state or local government or political subdivision thereof, or any
         agency or instrumentality thereof, may not elect a 401(k) option (CODA)
         in the Adoption Agreement, unless the sponsoring entity is a rural
         cooperative as defined in Code section 401(k)(7)(E)(iv).

1.26     ENTRY DATE. The term Entry Date means either the Effective Date or each
         applicable date thereafter as specified by the Employer in its Adoption
         Agreement, when an Employee who has fulfilled the eligibility
         requirements commences participation in the Plan.

         If an Employee is not in the active Service of the Employer as of his
         initial Entry Date, his subsequent Entry Date shall be the date he
         returns to the active Service of the Employer, provided he still meets
         the eligibility requirements. If an Employee does not enroll as a
         Participant as of his initial Entry Date, his subsequent Entry Date
         shall be the applicable Entry Date as specified by the Employer in the
         Adoption Agreement when the Employee actually enrolls as a Participant.

1.27     ERISA. The term ERISA means the Employee Retirement Income Security Act
         of 1974 (PL93-406) as it may be amended from time to time, and any
         regulations issued pursuant thereto as such Act and such regulations
         affect this Plan and Trust.

1.28     FIDUCIARY. The term Fiduciary means any or all of the following, as
         applicable:

         (a)      Any Person who exercises any discretionary authority or
                  control respecting the management of the Plan or its assets;

         (b)      Any Person who renders investment advice for a fee or other
                  compensation, direct or indirect, respecting any monies or
                  other property of the Plan or has authority or responsibility
                  to do so;

         (c)      Any Person who has discretionary authority or responsibility
                  in the administration of the Plan;

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         (d)      Any Person who has been designated by a Named Fiduciary
                  pursuant to authority granted by the Plan, who acts to carry
                  out a fiduciary responsibility, subject to any exceptions
                  granted directly or indirectly by ERISA.

1.29     FORFEITURE. The term Forfeiture means the amount, if any, by which the
         value of a Participant's Account exceeds his Vested Interest upon the
         occurrence of an immediate Break-in-Service, a 1-Year Break-in-Service
         or 5 consecutive 1-Year Breaks-in-Service, as elected by the Employer
         in its Adoption Agreement pursuant to Section 3D.5, following such
         Participant's Termination of Employment.

1.30     HIGHLY COMPENSATED EMPLOYEE. The term Highly Compensated Employee
         includes both Highly Compensated Active Employees and Highly
         Compensated Former Employees.

         (a)      STANDARD METHOD: Effective for Plan Years beginning after
         December 31, 1996, a "Highly Compensated Active Employee" includes any
         Employee who performs service for the Employer during the Plan Year and
         who:

                  (1)      During either the current Plan Year (the
                           "Determination Period") or the immediately preceding
                           12-month period (the "Look-Back Year"), owns (or is
                           considered to own within the meaning of section 318
                           of the Code, as modified by section 416(I)(1)(B)(iii)
                           of the Code) more than 5% of the outstanding stock of
                           the Employer or stock possessing more than 5% of the
                           total voting power of all stock of the Employer, or,
                           if the Employer is other than a corporation, owns
                           more than 5% of the capital or profits interest in
                           the Employer. The determination of 5% ownership shall
                           be made separately for each member of a controlled
                           group of corporations (as defined in Code section
                           414(b)), or a group of businesses under common
                           control (as defined in Code section 414(c)), or for
                           an affiliated service group (as defined in Code
                           section 414(m)); or

                  (2)      During the Look-Back Year,

                           (A)      Received Compensation in excess of $80,000
                                    (as indexed); and

                           (B)      If elected by the Employer in the Adoption
                                    Agreement, was in the top 20% of Employees
                                    of the Employer ranked by Compensation (the
                                    "Top-Paid Group").

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

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

                  If elected by the Employer in the Adoption Agreement, a Plan
                  with a non-calendar year Plan Year may elect to treat the
                  calendar year beginning with or within the Look-Back Year as
                  the Look-Back Year for purposes of determining whether an
                  Employee is a Highly Compensated Employee on account of the
                  Employee's Compensation for a Look-Back Year.

                  For purposes of this definition, Compensation shall mean
                  compensation as defined in Code section 415(c)(3). For Plan
                  Years beginning before January 1, 1998, for purposes of this
                  definition, Compensation also includes elective or salary
                  reduction contributions to a cafeteria plan, CODA or
                  tax-sheltered annuity even though excluded from the definition
                  under Code section 415(c)(3) for those years.

                  Effective for Plan Years beginning on or after the date
                  specified by the Employer in section XIII.C of the Adoption
                  Agreement (Limitations on Allocations), Compensation shall
                  include elective amounts that are not includible in the gross
                  income of the Employee by reason of Code section 132(f)(4).

         (b)      HIGHLY COMPENSATED EMPLOYEE DETERMINATION ON SNAPSHOT BASIS:
                  If elected by the Employer in the Adoption Agreement, the
                  Employer may determine who is a Highly Compensated Employee
                  and substantiate that the Plan complies with the
                  nondiscrimination requirements on the basis of the Employer's
                  work force on a single day during the Plan Year, provided that
                  day is reasonably representative of the Employer's work force
                  and the Plan's coverage throughout the Plan Year. The day
                  elected by the Employer and indicated on the Adoption
                  Agreement shall be the "Snapshot Day."

                  To apply the snapshot basis methodology:

                  (1)      The Employer determines who is a Highly Compensated
                           Employee on the basis of the data as of the Snapshot
                           Day, except as provided in (3) below.

                                    (2) If the determination of who is a Highly
                           Compensated Employee is made earlier than the last
                           day of the Plan Year, the Employee's Compensation
                           that is used to determine an Employee's status must
                           be projected for the Plan Year under a reasonable
                           method established by the Employer.(3) If there are
                           Employees not employed on the Snapshot Day who are
                           taken into account in testing, they must be
                           determined to be either Highly Compensated Employees
                           or non-Highly Compensated Employees. In addition to
                           those Employees who are determined to be Highly
                           Compensated Employees on the Plan's Snapshot Day, the
                           Employer

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                           must treat as a Highly Compensated Employee any
                           eligible Employee for the Plan Year who:

                           (a)      Terminated employment prior to the Snapshot
                                    Day and was a 5% Owner in the prior or
                                    current Plan Year;

                           (b)      Terminated employment prior to the Snapshot
                                    Day and had Compensation for the Look-Back
                                    Year greater than or equal to the
                                    Compensation in the Look-Back Year of any
                                    Employee who is treated as a Highly
                                    Compensated Employee on the Snapshot Day
                                    (except for Employees who are Highly
                                    Compensated Employees solely because they
                                    are 5-percent owners; or

                           (c)      Becomes employed during the Plan Year but
                                    after the Snapshot Day and is a 5-percent
                                    owner.

1.31     INSURANCE COMPANY. The term Insurance Company means Connecticut General
         Life Insurance Company, a legal reserve life insurance company of
         Hartford, Connecticut. If any company other than Connecticut General
         Life Insurance Company has issued any Life Insurance Policy held by the
         Trustee under the Plan, then with respect to such Policy only and
         matters pertaining directly thereto, the term Insurance Company shall
         be deemed to refer to such other issuing company.

1.32     LATE RETIREMENT DATE. The term Late Retirement Date means the first day
         of the month coinciding with or next following the date a Participant
         is separated from Service with the Employer after his Normal Retirement
         Age, for any reason other than death.

1.33     LEASED EMPLOYEE. The term Leased Employee means any person (other than
         an Employee of the recipient Employer) who, pursuant to an agreement
         between the recipient Employer and any other person ("leasing
         organization"), has performed services for the recipient Employer (or
         for the recipient Employer and related persons determined in accordance
         with Code section 414(n)(6)) on a substantially full-time basis for a
         period of at least one year, and such services are performed under the
         primary direction or control of the recipient Employer. Contributions
         or benefits provided a Leased Employee by the leasing organization
         which are attributable to services performed for the recipient Employer
         shall be treated as provided by the recipient Employer.

         A Leased Employee shall not be considered an Employee of the recipient
         Employer if such employee is covered by a money purchase pension plan
         of the leasing organization providing: (a) a nonintegrated employer
         contribution rate of at least 10 percent of compensation, as defined in
         Code section 415(c)(3), but including amounts contributed pursuant to a
         salary reduction agreement which are excludable from the employee's
         gross income under section 125, section 402(e)(3), section
         402(h)(1)(B), section 403(b) or section 132(f)(4) of the Code, (b)
         immediate participation, and (c) full and immediate vesting; and Leased
         Employees do not constitute more than 20 percent of the recipient's
         non-highly compensated work force.

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1.34     LIFE ANNUITY The term Life Annuity means an Annuity payable over the
         life or life expectancy of one or more individuals.

1.35     LIFE INSURANCE POLICY. The term Life Insurance Policy (or Policy) means
         a policy of individual life insurance purchased from the Insurance
         Company on the life of any Participant.

1.36     MATCHING CONTRIBUTIONS. The term Matching Contributions means
         contributions made by the Employer to the Plan for a Participant on
         account of either Elective Deferral Contributions or Required Employee
         Contributions. In addition, any Forfeiture reallocated as a Matching
         Contribution shall be considered a Matching Contribution for purposes
         of this Plan. If elected by the Employer in the Adoption Agreement,
         Matching Contributions shall be made out of Considered Net Profits in
         an amount specified by the Employer in its Adoption Agreement for each
         $1.00 contributed as either an Elective Deferral Contribution or a
         Required Employee Contribution, as further specified by the Employer in
         its Adoption Agreement. The term Matching Contributions shall include
         Additional Matching Contributions, True-Up Contributions, ADP Test Safe
         Harbor Contributions, and ACP Test Safe Harbor Matching Contributions.

         Should there be insufficient Considered Net Profits of the Employer for
         such Employer contribution, the amount of such Matching Contributions
         may be diminished to the amount that can be made from the Employer's
         Considered Net Profits.

         The Employer may designate at the time of contribution that all or a
         portion of such Matching Contributions be treated as Qualified Matching
         Contributions.

         If elected by the Employer in the Adoption Agreement, Partners shall
         not be entitled to receive Matching Contributions. If Partners are
         entitled to receive Matching Contributions, for Plan Years prior to
         1998, such Contributions shall be considered Elective Deferral
         Contributions for all purposes under this Plan.

1.37     MONEY PURCHASE PENSION CONTRIBUTIONS. The term Money Purchase Pension
         Contributions means contributions made to the Plan by the Employer in
         accordance with a definite formula as specified in the Adoption
         Agreement.

1.38     NAMED FIDUCIARY. The term Named Fiduciary means the Administrator and
         any other Fiduciary designated by the Employer, and any successor
         thereto.

1.39     NONELECTIVE CONTRIBUTIONS. The term Nonelective Contributions means
         contributions made to the Plan by the Employer in accordance with a
         definite formula as specified in the Adoption Agreement. The Employer
         may designate at the time of contribution that the Nonelective
         Contribution shall be treated as a Qualified Nonelective Contribution.
         The term Nonelective Contributions shall include nonelective
         contributions that are ADP Test Safe Harbor Contributions.

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<PAGE>

1.40     NON-TRUSTEED. The term Non-Trusteed means that the Employer has
         specified in the Adoption Agreement that there will not be a Trust as a
         part of the Plan. Contributions under a Non-Trusteed plan will be made
         directly to the Insurance Company. If the Employer specifies in the
         Adoption Agreement that the Plan is Non-Trusteed, then the terms and
         provisions of this Plan relating to the Trust shall be of no force or
         effect.

1.41     NORMAL RETIREMENT AGE. The term Normal Retirement Age means the age
         selected in the Adoption Agreement. If the Employer enforces a
         mandatory retirement age, the Normal Retirement Age is the lesser of
         that mandatory age or the age specified in the Adoption Agreement.

         Notwithstanding the vesting schedule elected by the Employer in the
         Adoption Agreement, an Employee's right to his or her account balance
         shall be nonforfeitable upon the attainment of Normal Retirement Age.

1.42     NORMAL RETIREMENT DATE. The term Normal Retirement Date means the first
         day of the month coinciding with or next following the date a
         Participant attains his Normal Retirement Age. If a Participant retires
         from the Service of the Employer on his Normal Retirement Date, he
         shall receive a distribution of the entire value of his Participant's
         Account, as of his Normal Retirement Date, subject to the provisions of
         Section 3A and Section 3C.

1.43     OWNER-EMPLOYEE. The term Owner-Employee means an individual who is a
         sole proprietor, or who is a Partner owning more than 10 percent of
         either the capital or profits interest of the Partnership.

1.44     PARTICIPANT. The term Participant means any person who has a
         Participant's Account in the Plan and/or Trust. Notwithstanding the
         foregoing, for purposes of making or receiving contributions under the
         plan, the term Participant means a current or former Employee who is or
         was employed during the Contribution Period or Plan Year, as
         applicable, and who meets or met the eligibility and allocation
         requirements for participation, as further described in the Adoption
         Agreement.

         If elected by the Employer in the Adoption Agreement, and only for
         purposes of the investment of contributions as described in Section 5A,
         the term Participant shall include former Participants, Beneficiaries,
         and Alternate Payees. Former Participants shall include those
         Participants who upon Termination of Employment elected to defer
         distribution in accordance with Section 3A of the Plan.

1.45     PARTICIPANT'S ACCOUNT. The term Participant's Account means the sum of
         the following sub-accounts maintained on behalf of each Participant.

         (a)      Money Purchase Pension Contributions, if any, plus any income
                  and minus any loss thereon;

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         (b)      Nonelective Contributions, including any Nonelective
                  Contributions that are ADP Test Safe Harbor Contributions, if
                  any, plus any income and minus any loss thereon;

         (c)      Matching Contributions, including any Matching Contributions
                  that are ADP Test Safe Harbor Contributions, ACP Test Safe
                  Harbor Matching Contributions, or True-Up Contributions, if
                  any, plus any income and minus any loss thereon;

         (d)      Qualified Nonelective Contributions, if any, plus any income
                  and minus any loss thereon;

         (e)      Qualified Matching Contributions, if any, plus any income and
                  minus any loss thereon;

         (f)      Prior Employer Contributions, if any, plus any income and
                  minus any loss thereon;

         (g)      Elective Deferral Contributions, if any, plus any income and
                  minus any loss thereon;

         (h)      Employee Contributions, if any, plus any income and minus any
                  loss thereon;

         (i)      QVEC Contributions, if any, plus any income and minus any loss
                  thereon;

         (j)      Rollover Contributions, if any, plus any income and minus any
                  loss thereon.

         A Participant's Account shall be invested in accordance with rules
         established by the Plan Administrator that shall be applied in a
         consistent and nondiscriminatory manner.

1.46     PARTICIPANT'S EMPLOYER STOCK ACCOUNT. The term Participant's Employer
         Stock Account means that portion, if any, of the Participant's Account
         which is invested in shares of the Employer's stock. Such Participant's
         Employer Stock Account shall be credited with dividends paid, if any.
         Such Participant's Employer Stock Account will be valued on each day
         that the public exchange, over which the Employer's stock is traded, is
         open for unrestricted trading. In the event that the Employer's stock
         is not publicly traded, it shall be valued not less frequently than
         annually.

         Amounts that are invested in the Participant's Employer Stock Account
         may be invested in any short term account prior to actual investment in
         the Participant's Employer Stock Account.

         As elected by the Employer in the Adoption Agreement:

         (a)      The Trustee will vote the shares of the Employer's stock
                  invested in the Participant's Employer Stock Account; or

         (b)      The Trustee will vote the shares of the Employer's stock in
                  accordance with any instructions received by the Trustee from
                  the Participant; or

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         (c)      The Trustee may request voting instructions from the
                  Participants provided this is done in a consistent and
                  nondiscriminatory manner.

         As elected by the Employer in the Adoption Agreement, the Employer may
         offer investment in, and Participants may invest in, shares of any or
         all Employers (as designated by the sponsoring Employer) that are part
         of the same controlled group of corporations or trades or business
         under common control as the sponsoring employer, whether or not a
         Participant is employed by that particular entity. Alternatively, as
         elected by the Employer in the Adoption Agreement, investment may be
         limited to the stock of the specific Employer or Adopting Employer that
         employees the Participant.

         The ability of a Participant who is subject to the reporting
         requirements of section 16(a) of the Securities Exchange Act of 1934
         (the "Act") to make withdrawals or investment changes involving the
         Participant's Employer Stock Account may be restricted by the Plan
         Administrator to comply with the rules under section 16(b) of the Act.

         Effective January 1, 1999, plans that contain a CODA may invest no more
         than 10% of the Plan's assets attributable to elective deferrals
         Contributions in Employer stock, unless (a) Participants direct the
         investment in Employer stock, (b) an Elective Deferral Contribution of
         no more than 1% of Compensation (as defined in the Plan for purposes of
         making Elective Deferral Contributions) is required to be invested in
         Employer stock, or (c) on the last day of the preceding Plan Year, the
         fair market value of all assets in all the defined contribution plans
         of the Employer equal no more than 10% of all of the Employer's plans'
         assets (excluding any multiemployer plans).

         A money purchase pension plan making an initial investment in shares of
         the Employer's stock after December 31, 1974, may not acquire shares to
         the extent that the aggregate fair market value of the Employer's stock
         held by the Plan will exceed 10 percent of the fair market value of the
         assets of the Plan.

1.47     PARTNER.  The term Partner means a member of a Partnership.

1.48     PARTNERSHIP. The term Partnership means a partnership as defined in
         Code section 7701(a)(2) and the regulations thereunder and includes a
         syndicate, group, pool, joint venture, or other unincorporated
         organization through or by means of which any business, financial
         operation, or venture is carried on, and which is not a corporation or
         a trust or estate within the meaning of the Code. A joint undertaking
         merely to share expenses is not a Partnership. In addition, mere
         co-ownership of property which is maintained, kept in repair, and
         rented or leased does not constitute a Partnership.

1.49     PERSON. The term Person means any natural person, partnership,
         corporation, trust or estate.

1.50     PLAN. The term Plan means this Connecticut General Life Insurance
         Company Defined Contribution Plan and the Adoption

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         Agreement as adopted by the Employer and as both may be amended from
         time to time.

1.51     PLAN ADMINISTRATOR. The term Plan Administrator means the Person or
         Persons designated by the Employer in its Adoption Agreement and any
         successor(s) thereto. If more than one Person shall be designated, the
         committee thus formed shall be known as the Administrative Committee
         and all references in the Plan to the Plan Administrator shall be
         deemed to apply to the Administrative Committee. The Plan Administrator
         shall signify in writing his acceptance of his responsibility as a
         Named Fiduciary.

1.52     PLAN YEAR. The term Plan Year means the 12-consecutive month period
         specified by the Employer in the Adoption Agreement.

         If the Plan Year changes to a different 12-consecutive month period,
         the first new Plan Year shall begin before the end of the last old Plan
         Year. In this event, the period beginning on the first day of the last
         old Plan Year and ending on the day before the first day of the first
         new Plan Year shall be treated as a short Plan Year for purposes of
         determining Highly Compensated Employees, performing the
         Nondiscrimination Tests set forth in Section 4A, and applying the
         Top-Heavy provisions of Section 7A. However, Service will be credited
         in accordance with the provisions of Section 2A.8.

1.53     PREVAILING WAGE LAW The term Prevailing Wage Law means any statute or
         ordinance that requires the Employer to pay its Employees working on
         public contracts at wage rates not less than those determined pursuant
         to that statute classes of workers in the geographical area where the
         contract is performed, including the Davis-Bacon Act and similar
         Federal, state, or municipal prevailing wage statutes.

1.54     PRIOR EMPLOYER CONTRIBUTIONS. The term Prior Employer Contributions
         means contributions of a type no longer allowed under the terms of this
         Plan and the Adoption Agreement made by the Employer prior to the date
         indicated on the Adoption Agreement.

1.55     PRIOR REQUIRED EMPLOYEE CONTRIBUTIONS The term Prior Required Employee
         Contributions means Employee post-tax contributions that the Employer
         required as either a condition of participation, or for receiving an
         Employer contribution, prior to the date indicated on the Adoption
         Agreement.

1.56     PRIOR VOLUNTARY EMPLOYEE CONTRIBUTIONS The term Prior Voluntary
         Employee Contributions means post-tax contributions made voluntarily by
         an Employee prior to the date indicated on the Adoption Agreement.

1.57     QDRO. The term QDRO means a Qualified Domestic Relations Order as
         determined in accordance with Code section 414(p) and regulations
         thereunder.

1.58     QUALIFIED MATCHING CONTRIBUTIONS. The term Qualified Matching
         Contributions means Matching Contributions which are subject to

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         the distribution and nonforfeitability requirements of Code section
         401(k) when made.

1.59     QUALIFIED NONELECTIVE CONTRIBUTIONS. The term Qualified Nonelective
         Contributions means Nonelective Contributions made by the Employer and
         allocated to Participants' accounts that the Participants may not elect
         to receive in cash until distributed from the Plan; that are
         nonforfeitable when made; and that are distributable only in accordance
         with the distribution provisions that are applicable to Elective
         Deferral Contributions and Qualified Matching Contributions.

1.60     QVEC CONTRIBUTIONS. The term QVEC Contributions means voluntary amounts
         contributed by the Participant prior to January 1, 1987, which the
         Participant designated in writing were eligible for a tax deduction
         under Code section 219(a).

         QVEC Contributions will be maintained in a separate account, which will
         be nonforfeitable (i.e., 100% vested) at all times. The account will
         share in the gains and losses under the Plan in the same manner as
         described in Section 5A.3 of the Plan.

1.61     REQUIRED EMPLOYEE CONTRIBUTIONS. The term Required Employee
         Contributions means Employee post-tax contributions that the Employer
         requires either as a condition of participation or for receipt of an
         Employer contribution.

1.62     ROLLOVER CONTRIBUTION. The term Rollover Contribution means an amount
         representing all or part of a distribution from a pension or profit
         sharing plan meeting the requirements of Code section 401(a), which is
         eligible for rollover to this Plan in accordance with the requirements
         set forth in Code section 402 (including Direct Rollovers) or Code
         section 408(d)(3), whichever is applicable.

1.63     SALARY DEFERRAL AGREEMENT. The term Salary Deferral Agreement means an
         agreement between a Participant and the Employer to defer receipt of a
         portion of the Participant's Compensation by making Elective Deferral
         Contributions to the Plan. If elected by the Employer in the Adoption
         Agreement, the term Salary Deferral Agreement shall also include a
         deemed election by an Employee to defer receipt of Compensation by
         making Elective Deferral Contributions to the Plan.

1.64     SELF-EMPLOYED INDIVIDUAL. The term Self-Employed Individual means an
         individual who has Earned Income for the taxable year from the trade or
         business for which the Plan is established; also, an individual who
         would have Earned Income but for the fact that the trade or business
         had no net profits for the taxable year.

1.65     SERIOUS FINANCIAL HARDSHIP. The term Serious Financial Hardship means
         an immediate and heavy financial need of the Participant where such
         Participant lacks the available resources to meet the hardship. The
         Plan Administrator shall make a determination of whether a Serious
         Financial Hardship exists in accordance with the applicable provisions
         of Section 3E.

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1.66     SHAREHOLDER-EMPLOYEE The term Shareholder-Employee means an Employee or
         officer of an electing small business 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 5% of
         the outstanding stock of the corporation.

1.67     SOCIAL SECURITY INTEGRATION LEVEL. The term Social Security Integration
         Level means the Social Security Taxable Wage Base or such lesser amount
         specified by the Employer in the Adoption Agreement. If the Social
         Security Taxable Wage Base is amended, the Social Security Integration
         Level will be deemed to have been amended.

1.68     SOCIAL SECURITY TAXABLE WAGE BASE. The term Social Security Taxable
         Wage Base means the contribution and benefit base in effect under
         section 230 of the Social Security Act at the beginning of the Plan
         Year.

1.69     SPONSORING ORGANIZATION. The term Sponsoring Organization means
         Connecticut General Life Insurance Company, a legal reserve life
         insurance company of Hartford, Connecticut.

1.70     SPOUSE. The term Spouse means the lawful wife of a male Participant, or
         the lawful husband of a female Participant. However, a former Spouse
         will be treated as the Spouse or surviving Spouse and a current Spouse
         will not be treated as the Spouse or surviving Spouse to the extent
         provided under a QDRO.

1.71     STRAIGHT LIFE ANNUITY. The term Straight Life Annuity means an annuity
         payable in equal installments for the life of the Participant, and that
         terminates upon the Participant's death.

1.72     TERMINATION OF EMPLOYMENT. The term Termination of Employment means a
         severance of the Employer-Employee relationship which occurs prior to a
         Participant's Normal Retirement Age for any reason other than Early
         Retirement, Disability, or death.

1.73     TRUE-UP CONTRIBUTIONS. The term True-Up Contributions means Matching
         Contributions made to the Plan by the Employer so that total Matching
         Contributions for each Participant are calculated on an annual basis
         rather than on the basis selected by the Employer in the Adoption
         Agreement.

1.74     TRUST. The term Trust means the Trust Agreement if the Employer
         specifies in the Adoption Agreement that the Plan is Trusteed. The
         Trust Agreement is entered into by the Employer, the Plan Administrator
         and the Trustee by completing and signing the Adoption Agreement, which
         Trust Agreement forms a part of, and implements the provisions of the
         Plan as it applies to the Employer. If the Employer specifies in the
         Adoption Agreement that the Plan is Non-Trusteed, then the terms and
         provisions of this Plan relating to the Trust shall be of no force and
         effect.

1.75     TRUSTEE. The term Trustee means the trustee(s) designated by the
         Employer in its Adoption Agreement, if applicable, and any successor(s)
         thereto.

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<PAGE>

1.76     VESTED INTEREST. The term Vested Interest means the nonforfeitable
         right to an immediate or deferred benefit on any date in the amount
         which is equal to the sum of (a), (b) and (c) below:

         (a)      The value on that date of that portion of the Participant's
                  Account that is attributable to and derived from Employee
                  Contributions, if any;

         (b)      The value on that date of the portion of the Participant's
                  Account attributable to Elective Deferral Contributions, if
                  any; Qualified Nonelective Contributions, if any; QVEC
                  Contributions, if any; Rollover Contributions, if any; ADP
                  Test Safe Harbor Contributions, if any; ACP Test Safe Harbor
                  Matching Contributions, if any; and Qualified Matching
                  Contributions, if any;

         (c)      The value on that date of that portion of the Participant's
                  Account that is attributable to and derived from contributions
                  made by the Employer (and Forfeitures, if any), multiplied by
                  his Vesting Percentage determined on the date applicable.

         Employer contributions described in subsection (c), plus the earnings
         thereon, shall be, at any relevant time, a part of the Participant's
         Vested Interest equal to an amount ("X") determined by the following
         formula:

         X = P (AB + D) - D

         For purposes of applying this formula:

         P =   The Participant's Vesting Percentage at the relevant time.

         AB = The account balance attributable to such contributions, plus the
              earnings there on, at the relevant time.

         D =   The amount of any distribution. A deemed distribution shall
             not be treated as an actual distribution for purposes of
             applying this calculation. The amount of any deemed
             distribution shall not be included in "D."

1.77     VESTING PERCENTAGE. The term Vesting Percentage means the Participant's
         nonforfeitable interest in Money Purchase Pension Contributions,
         Matching Contributions, Nonelective Contributions, or Prior Employer
         Contributions credited to his Participant's Account, plus any income
         and minus any loss thereon. The Vesting Percentage for each such
         Employer contribution is computed in accordance with one of the
         schedules listed below, based on Years of Service with the Employer, as
         specified by the Employer in its Adoption Agreement:

         (a)      100% full and immediate;

         (b)      100% after 3 Years of Service;

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         (c)      20% per Year of Service, 100% at 5 Years of Service;

         (d)      20% after 3 Years of Service, 20% per Year of Service
                  thereafter, 100% at 7 Years of Service;

         (e)      20% after 2 Years of Service, 20% per Year of Service
                  thereafter, 100% at 6 Years of Service;

         (f)      100% after 5 Years of Service;

         (g)      25% after 1 Year of Service, 100% after 4 Years of Service;

         (h)      Other.

         However, if a Participant dies prior to attaining his Normal Retirement
         Age, his Vesting Percentage shall be 100%.

         Any Employer Contributions under the Plan made pursuant to the
         Davis-Bacon Act or any other prevailing wage law shall always have a
         vesting percentage of 100%.

1.78     VOLUNTARY EMPLOYEE CONTRIBUTIONS. The term Voluntary Employee
         Contributions means post-tax contributions made voluntarily by an
         Employee.

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                                      -21-

<PAGE>

                         ARTICLE II - GENERAL PROVISIONS

                                   2A. SERVICE

2A.1     SERVICE. The term Service means active employment with the Employer as
         an Employee. Service shall be credited for purposes of Eligibility,
         Contributions, and Benefits with respect to qualified military service
         in accordance with section 414(u) of the Internal Revenue Code.

2A.2     ABSENCE FROM EMPLOYMENT. Absence from employment on account of a leave
         of absence authorized by the Employer pursuant to the Employer's
         established leave policy will be counted as employment with the
         Employer provided that such leave of absence is of not more than two
         years' duration. Absence from employment on account of active duty with
         the Armed Forces of the United States will be counted as employment
         with the Employer. Service will be credited for any qualified military
         service as required by Code section 414(u). If the Employee does not
         return to active employment with the Employer, his Service will be
         deemed to have ceased on the date the Plan Administrator receives
         notice that the Employee will not return. The Employer's leave policy
         shall be applied in a uniform and nondiscriminatory manner to all
         Participants under similar circumstances.

         For purposes of determining an Employee's eligibility and vesting
         status for periods while the Employee is absent from work for reasons
         covered under the Family and Medical Leave Act, Service will be
         credited in accordance with and to the extent required by the
         provisions of the Family and Medical Leave Act.

IF THE EMPLOYER HAS ELECTED IN THE ADOPTION AGREEMENT TO DETERMINE SERVICE BASED
UPON 1,000 HOURS, THEN THE FOLLOWING SECTIONS 2A.3 THROUGH 2A.8 SHALL APPLY.

2A.3     HOUR OF SERVICE. The term Hour of Service means:

         (a)      Each hour for which an Employee is directly or indirectly
                  paid, or entitled to payment, by the Employer for the
                  performance of duties. These hours shall be credited to the
                  Employee for the Computation Period or Periods, as defined in
                  Section 2A.5, in which the duties were performed; and

         (b)      Each hour for which an Employee is paid or entitled to
                  payment, by the Employer on account of a period of time during
                  which no duties are performed (irrespective of whether the
                  employment relationship has terminated) due to vacation,
                  holiday, illness, incapacity (including disability), layoff,
                  jury duty, military duty or leave of absence. No more than 501
                  Hours of Service will be credited under this paragraph for a
                  single Computation Period (whether or not the period occurs in
                  a single Computation Period). Hours under this paragraph will
                  be

Article II - General Provisions                                 February 6, 2002

                                      -22-

<PAGE>

                  calculated and credited pursuant to section 2530.200b-2 of the
                  Department of Labor regulations which are incorporated herein
                  by this reference; and

         (c)      Each hour for which back pay, irrespective of mitigation of
                  damages, has been either awarded or agreed to by the Employer.
                  The same Hours of Service will not be credited under
                  subsection (a) or subsection (b), as the case may be, and
                  under this subsection (c). These hours shall be credited to
                  the Employee for the Computation Period or periods to which
                  the award or agreement pertains rather than the Computation
                  Period in which the award, agreement or payment is made; and
                  Hours of Service will be credited for employment with other
                  members of an affiliated service group (under Code section
                  414(m)), a controlled group of corporations (under Code
                  section 414(b)), or a group of trades or businesses under
                  common control (under Code section 414(c)), of which the
                  adopting Employer is a member, and any other entity required
                  to be aggregated with the Employer pursuant to Code section
                  414(o).

         (d)      Each hour of qualified military service as defined in Code
                  section 414(u)(5).

         Hours of Service will also be credited for any individual considered an
         Employee for purposes of this Plan under Code sections 414(n) or
         414(o).

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

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

2A.4     1-YEAR BREAK-IN-SERVICE. The term 1-Year Break-in-Service means any
         Computation Period during which an Employee fails to complete more than
         500 Hours of Service.

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<PAGE>

2A.5     YEAR(S) OF SERVICE. The term Year(s) of Service means a 12-consecutive
         month period ("Computation Period") during which an Employee has
         completed at least 1,000 Hours of Service.

         (a)      Eligibility Computation Period. For purposes of determining
                  Years of Service and Breaks-in-Service for eligibility, the
                  12-consecutive month period shall begin with the date on which
                  the Employee first performs an Hour of Service for the
                  Employer and, where additional periods are necessary, as
                  elected in the Adoption Agreement, either succeeding
                  anniversaries of his employment commencement date or the Plan
                  Year beginning within the Employee's initial 12-consecutive
                  month period of employment and, if necessary, succeeding
                  anniversaries thereof. The employment commencement date is the
                  date on which the Employee first performs an Hour of Service
                  for the Employer maintaining the Plan.

         (b)      Vesting Computation Period. As elected by the Employer in the
                  Adoption Agreement, for computing Years of Service and
                  Breaks-in-Service for vesting, the 12-consecutive month
                  period:

                  (1)      Shall be the Plan Year; or

                  (2)      Shall begin with the date on which the Employee first
                           performs an Hour of Service for the Employer and,
                           where additional periods are necessary, succeeding
                           anniversaries of that date.

                  However, active participation as of the last day of the Plan
                  Year is not required in order for a Participant to be credited
                  with a Year of Service for vesting purposes.

         (c)      Contribution Computation Period. If the Employer specifies an
                  annual Contribution Period in its Adoption Agreement for the
                  purpose of determining a Participant's eligibility to receive
                  a contribution, the 12-consecutive month period shall be any
                  Plan Year during which the Participant is credited with at
                  least 1,000 Hours of Service. However, when an Employee first
                  becomes a Participant or resumes active participation in the
                  Plan following a 1-Year Break-in-Service on a date other than
                  the first day of the Plan Year, all Hours of Service credited
                  to the Participant during that Plan Year, including those
                  Hours credited prior to the date the Employee enrolls (or
                  reenrolls) as an Participant in the Plan shall be counted.
                  Furthermore, the Employer may require in its Adoption
                  Agreement that a Participant be a Participant as of the last
                  day of the Plan Year in order to be eligible to receive a
                  contribution for a Plan Year.

         (d)      If in its Adoption Agreement the Employer permits Early
                  Retirement, the 12-consecutive month period for determining
                  Early Retirement shall be the Plan Year. However, active
                  participation as of the last day of the Plan Year is not
                  required in order for a Participant to be credited with a Year
                  of Service.

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                                      -24-

<PAGE>

         Service with a predecessor organization of the Employer shall be
         treated as Service with the Employer for the purposes of subsections
         (a), (b) and (d) above in any case in which the Employer maintains the
         plan of such predecessor organization. In addition, if elected by the
         Employer in the Adoption Agreement, service with a predecessor
         organization of the Employer shall be treated as Service with the
         Employer, even if the Employer does not maintain the plan of such
         predecessor organization.

         If elected in the Adoption Agreement, service with a subsidiary or
         affiliate of the Employer that is not related to the Employer under the
         provisions of Code sections 414(b), (c) or (m) shall be treated as
         Service with the Employer for purposes of (a), (b) and (d) above.

2A.6     DETERMINING VESTING PERCENTAGE. Vesting credit shall be given for each
         Year of Service except those periods specifically excluded in the
         Adoption Agreement.

         If a Participant completes less than 1,000 Hours of Service during a
         Plan Year while remaining in the service of the Employer, his Vesting
         Percentage shall not be increased for such Plan Year. However, at such
         time as the Participant again completes at least 1,000 Hours of Service
         in any subsequent Plan Year, his Vesting Percentage shall then take
         into account all Years of Service with the Employer except those
         specifically excluded in the Adoption Agreement.

         If an individual who ceases to be an Employee and is subsequently
         rehired as an Employee enrolls (or reenrolls) in the Plan, upon his
         participation (or reparticipation) his Vesting Percentage shall then
         take into account all Years of Service except those specifically
         excluded in the Adoption Agreement.

         In the case of a Participant who has 5 consecutive 1-Year
         Breaks-in-Service, all Years of Service after such Breaks-in-Service
         will be disregarded for the purpose of vesting the Employer-derived
         account balance that accrued before such breaks. However, both
         pre-break and post-break Service will count for the purpose of vesting
         the Employer-derived account balance that accrues after such
         Breaks-in-Service. Both accounts will share in the earnings and losses
         of the fund. In the case of a Participant who does not have
         5-consecutive 1-Year Breaks-in-Service, both the pre-break and
         post-break Service will count in vesting both the pre-break and
         post-break Employer-derived account balance.

2A.7     EXCLUDED YEARS OF SERVICE FOR VESTING. In determining the Vesting
         Percentage of an Employee, all Years of Service with the Employer(s)
         maintaining the Plan shall be taken into account, except that the
         following periods may be excluded, as specified by the Employer in its
         Adoption Agreement:

         (a)      Years of Service prior to the time a Participant attained age
                  18;

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         (b)      Years of Service during which the Employer did not maintain
                  the Plan or a predecessor plan;

         (c)      Years of Service during a period for which the Employee made
                  no Required Employee Contributions;

         (d)      Years of Service prior to any 1-Year Break-in-Service, until
                  the Employee completes one Year of Service following such
                  1-Year Break-in-Service.

         (e)      In the case of an Employee who has no Vested Interest in
                  Employer contributions, Years of Service before any period of
                  consecutive 1-Year Breaks-in-Service if the number of such
                  consecutive 1-Year Breaks-in-Service equals or exceeds the
                  greater of (i) 5, or (ii) the total number of Years of Service
                  before such break.

         For the purposes of this Section, a predecessor plan shall mean a plan
         of the Employer that was terminated within five years preceding or
         following the Effective Date of this Plan.

2A.8     CHANGE IN PLAN YEARS. If the Plan Year is changed, the following
         special rules shall apply.

         (a)      Vesting Computation Periods. If the Vesting Computation Period
                  is the Plan Year, Years of Service and 1-Year
                  Breaks-in-Service shall be measured over two overlapping
                  12-consecutive month periods. The first such period shall
                  begin on the first day of the last old Plan Year and the
                  second such period shall begin on the first day of the first
                  new Plan Year, thereby creating an overlap. All Hours of
                  Service performed during the overlap period must be counted in
                  both Vesting Computation Periods. A Participant who completes
                  at least 1,000 Hours of Service during each such period shall
                  be credited with two Years of Service for Vesting.

         (b)      Contribution Computation Periods. To determine a Participant's
                  eligibility to receive a contribution for a short Plan Year,
                  the 1,000 Hours of Service requirement shall be prorated by
                  multiplying by a fraction, the numerator of which is the
                  number of full months in the short Plan Year and the
                  denominator of which is 12.

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<PAGE>

IF THE EMPLOYER HAS ELECTED IN THE ADOPTION AGREEMENT TO DETERMINE SERVICE BASED
UPON ELAPSED TIME, THEN THE FOLLOWING SECTIONS 2A.9 AND 2A.10 SHALL APPLY.

2A.9     ELAPSED TIME. If the Employer has selected an eligibility or vesting
         requirement in the Adoption Agreement that is or includes a fractional
         Year(s) of Service requirement, or applies elapsed time provisions to a
         full year service requirement, the provisions of this Section shall
         apply.

         (a)      For purposes of determining an Employee's initial or continued
                  eligibility to participate in the Plan, or the Participant's
                  Vested Interest in Employer contributions, an Employee will
                  receive credit for the aggregate of all time period(s)
                  commencing with the Employee's first day of employment or
                  reemployment and ending on the date a Break-in-Service (as
                  defined in this Section) begins. The first day of employment
                  or reemployment is the first day the Employee performs an Hour
                  of Service. An Employee will also receive credit for any
                  Period of Severance of less than 12-consecutive months.
                  Fractional periods of a year will be expressed in terms of
                  days.

         (b)      For purposes of this Section, "Hour of Service" shall mean
                  each hour for which an Employee is paid or entitled to payment
                  for the performance of duties for the Employer, and each hour
                  of qualified military service as defined in Code section
                  414(u)(5).

         (c)      For purposes of this Section, a "Break-in-Service" is a Period
                  of Severance of at least 12 consecutive months.

         (d)      A "Period of Severance" is a continuous period of time during
                  which the Employee is not employed by the Employer. Such
                  period begins on the date the Employee retires, quits or is
                  discharged, or if earlier, the 12-month anniversary of the
                  date on which the Employee was otherwise first absent from
                  Service.

         (e)      In the case of an individual who is absent from work for
                  maternity or paternity reasons, the 12-consecutive month
                  period beginning on the first anniversary of the first day of
                  such absence shall not constitute a Break-in-Service. For
                  purposes of this paragraph, an absence from work for maternity
                  or paternity reasons means an absence (1) by reason of the
                  pregnancy of the individual, (2) by reason of the birth of a
                  child of the individual, (3) by reason of the placement of a
                  child with the individual in connection with the adoption of
                  such child by such individual, or (4) for purposes of caring
                  for such child for a period beginning immediately following
                  such birth or placement.

                  Each Employee will share in Employer contributions for the
                  period beginning on the date the Employee commences
                  participation under the Plan and ending on the date on which
                  such Employee severs employment with the Employer or is no
                  longer a member of an eligible class of Employees.

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                                      -27-

<PAGE>

         (f)      If the Employer is a member of an affiliated service group
                  (under Code section 414(m)), a controlled group of
                  corporations (under Code section 414(b)), a group of trades or
                  businesses under common control (under Code section 414(c)) or
                  any other entity required to be aggregated with the Employer
                  pursuant to Code section 414(o), Service will be credited for
                  any employment for any period of time for any other member of
                  such group. Service will also be credited for any individual
                  required under Code section 414(n) or Code section 414(o) to
                  be considered an Employee of any Employer aggregated under
                  Code sections 414(b), (c), or (m) of such group.

2A.10    EXCLUDED PERIODS OF SERVICE FOR VESTING. In determining the Vesting
         Percentage of an Employee, all Periods of Service with the Employer(s)
         maintaining the Plan shall be taken into account, except that the
         following periods may be excluded, as specified by the Employer in its
         Adoption Agreement:

         (a)      Periods of Service prior to the time a Participant attained
                  age 18;

         (b)      Periods of Service during which the Employer did not maintain
                  the Plan or a predecessor plan;

         (c)      Periods of Service during which the Employee made no Required
                  Employee Contributions;

         (d)      Periods of Service prior to any one-year Period of Severance,
                  until the Employee completes a one-year period of Service
                  following such Period of Severance;

         (e)      In the case of an Employee who has no Vested Interest in
                  Employer contributions, Periods of Service before any Period
                  of Severance if the number of consecutive one-year Periods of
                  Severance equals or exceeds the greater of (i) 5, or (ii) the
                  total number of one-year Periods of Service before such Period
                  of Severance.

         For the purposes of this Section, a predecessor plan shall mean a plan
         of the Employer that was terminated within five years preceding or
         following the Effective Date of this Plan.

                  2B. ELIGIBILITY, ENROLLMENT AND PARTICIPATION

2B.1     ELIGIBILITY. Each Employee shall be eligible to participate in the Plan
         and receive an appropriate allocation of Employer contributions as of
         the Entry Date following the day he meets the following requirements,
         if any, specified by the Employer in its Adoption Agreement, relating
         to:

         (a) Required service;

         (b) Minimum attained age;

         (c) Job class requirements.

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         In addition to the eligibility conditions stated above, the Employer
         may specify in the Adoption Agreement certain groups of Employees who
         are not eligible to participate in the Plan.

         Notwithstanding the foregoing, if the Employer's Plan as set forth
         herein replaces or amends a preceding plan, then those Employees
         participating under the Plan as written prior to such replacement or
         amendment shall be eligible to be Participants hereunder without regard
         to length of Service or minimum attained age otherwise required herein.

         There shall be no required service or minimum attained age requirements
         for any Employer Contributions under the Plan made pursuant to the
         Davis Bacon Act or any other Prevailing Wage Law.

2B.2     ENROLLMENT. Each eligible Employee may enroll as of his Entry Date by
         completing and delivering to the Plan Administrator an enrollment form
         and, if applicable, a payroll deduction authorization and/or a Salary
         Deferral Agreement.

         If deemed elections by Employees for Elective Deferral Contributions
         are elected by the Employer in the Adoption Agreement, such Employees
         shall become Participants and shall be deemed to have enrolled in the
         Plan as of the date Elective Deferral Contributions begin.

2B.3     REEMPLOYMENT. In the case of an individual who ceases to be an Employee
         and is subsequently rehired as an Employee, the following provisions
         shall apply in determining eligibility to again participate in the
         Plan:

         (a)      If the Employee had met the eligibility requirements as
                  specified in Section 2B.1, such Employee will become a
                  Participant in the Plan in accordance with Section 2B.2 as of
                  the date he is reemployed as an Employee.

         (b)      If the Employee had not formerly met the eligibility
                  requirements specified in Section 2B.1, such Employee will
                  become a Participant in the Plan after meeting the
                  requirements of Section 2B.1 in accordance with Section 2B.2.

2B.4     ELIGIBLE CLASS. If a Participant becomes ineligible to participate
         because he is no longer a member of an eligible class of Employees,
         such Employee shall participate immediately upon his return to an
         eligible class of Employees. If such Participant incurs a
         Break-in-Service, eligibility will be determined under the
         Break-in-Service rules of the Plan.

         If an Employee who is not a member of the eligible class of Employees
         becomes a member of the eligible class, such Employee shall participate
         immediately if such Employee has satisfied the minimum age and Service
         requirements and would have previously become a Participant had he been
         in the eligible class. If such Participant incurs a Break-in-Service,
         eligibility will be determined under the Break-in-Service rules of the
         Plan.

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<PAGE>

2B.5     WAIVER OF PARTICIPATION. Notwithstanding any provision of the Plan to
         the contrary, if Required Employee Contributions are elected by the
         Employer in the Adoption Agreement, any Employee in accordance with the
         rules of the Plan may decline to become a Participant by filing a
         written waiver of participation with the Plan Administrator in the
         manner prescribed.

         An Employee may make a one-time irrevocable waiver of participation
         upon the later of his commencement of employment with the Employer or
         the date he is first eligible to participate in the Plan.

         Any Employee who files such a waiver shall not become a Participant and
         such Employee shall not receive any additional Compensation or other
         sums by reason of his waiver of participation.

         No Employee who is eligible to participate in a standardized plan may
         waive participation or voluntarily reduce his or her Compensation for
         purposes of this Plan.

                        2C. CONTRIBUTIONS AND ALLOCATIONS

2C.1     PROFIT SHARING/THRIFT PLAN WITH 401(k) FEATURE.

         (a)      Contributions - Employer.

                  For each Plan Year, as specified in the Adoption Agreement,
                  the Employer shall make one or more of the following
                  contributions.

                  (1)      Elective Deferral Contributions.

                  (2)      Matching Contributions.

                  (3)      Nonelective Contributions.

         (b)      Contributions - Participant.

                  For Plans that contain a CODA, for each Plan Year, as
                  specified in the Adoption Agreement, each Participant may make
                  periodic Required Employee Contributions or Voluntary Employee
                  Contributions.

                  For Plans that contain a CODA, a Participant may elect to make
                  a Voluntary Employee Contribution in a lump sum. Such lump sum
                  Voluntary Employee Contribution may be made (1) as of the
                  Effective Date, or (2) as elected by the Employer in the
                  Adoption Agreement. Voluntary Employee Contributions shall be
                  subject to the terms of Section 4B.

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<PAGE>

         (c)      Fail-Safe Contribution.

                  The Employer reserves the right to make a discretionary
                  Nonelective Contribution to the Plan for any Plan Year, if the
                  Employer determines that such a contribution is necessary to
                  ensure the Actual Deferral Percentage test or the Actual
                  Contribution Percentage test will be satisfied for that Plan
                  Year, and provided the Employer has elected in the Adoption
                  Agreement to use the Current Year Testing method. Such amount
                  shall be designated by the Employer at the time of
                  contribution as a Qualified Nonelective Contribution and shall
                  be known as a Fail-Safe Contribution.

                  The Fail-Safe Contribution must be allocated as of a date
                  within the plan year to which it relates and must be paid to
                  the Trust by the last day of the 12-month period following the
                  Plan Year to which it relates.

                  The Fail-Safe Contribution shall be made on behalf of all
                  eligible non-Highly Compensated Employees who are Participants
                  and who are considered under the Actual Deferral Percentage
                  test or, if applicable, the Actual Contribution Percentage
                  test, and shall be allocated to the Participant's Account of
                  each such Participant in an amount equal to a fixed percentage
                  of such Participant's Compensation. The fixed percentage shall
                  be equal to the minimum fixed percentage necessary to be
                  contributed by the Employer on behalf of each eligible
                  non-Highly Compensated Employee who is a Participant so that
                  the Actual Deferral Percentage test or, if applicable, the
                  Actual Contribution Percentage test, is satisfied.

         (d)      USERRA Contribution.

                  An Employee who is reemployed following a period of qualified
                  military service (as defined in Code section 414(u)) shall be
                  entitled to make up Elective Deferral Contributions and
                  Voluntary Employee Contributions, and to receive related
                  Matching Contributions and Nonelective Contributions to the
                  extent required by Code section 414(u).

         (e)      Contributions - Changes.

                  For each Plan Year, a Participant may change the amount of his
                  Required Employee Contributions, Voluntary Employee
                  Contributions, or Elective Deferral Contributions as often as
                  the Plan Administrator allows (on a consistent and
                  nondiscriminatory basis), on certain dates prescribed by the
                  Plan Administrator.

         (f)      Contributions - Timing.

                  (1)      Elective Deferral Contributions shall be paid by the
                           Employer to the Trust or the Insurance Company, as
                           elected by the Employer in the Adoption Agreement,
                           but never later than 15 days after the close of the
                           month in which they were deferred.

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                                      -31-

<PAGE>

                  (2)      Matching Contributions made on other than an annual
                           basis shall be paid to the Trust or Insurance
                           Company, as elected by the Employer in the Adoption
                           Agreement. Matching Contributions, including
                           Additional Matching Contributions, made on an annual
                           basis shall be paid to the Trust or the Insurance
                           Company, as applicable, at the end of the Plan Year,
                           or as soon as possible on or after the last day of
                           such Plan Year, but in no event later than the date
                           prescribed by law for filing the Employer's income
                           tax return, including any extension thereof. To the
                           extent that Matching Contributions are used to
                           purchase Life Insurance Policies, then such
                           contributions for any Plan Year may be paid to the
                           Trust when premiums for such Policies are due during
                           the Plan Year.

                  (3)      Nonelective Contributions made on other than an
                           annual basis shall be paid to the Trust or Insurance
                           Company, as applicable, as elected by the Employer in
                           the Adoption Agreement. Nonelective Contributions,
                           including Additional Nonelective Contributions, made
                           on an annual basis shall be paid to the Trust or the
                           Insurance Company, as applicable, at the end of the
                           Plan Year, or as soon as possible on or after the
                           last day of such Plan Year, but in any event not
                           later than the date prescribed by law for filing the
                           Employer's income tax return, including any extension
                           thereof. To the extent that Nonelective Contributions
                           are used to purchase Life Insurance Policies, then
                           such contributions for any Plan Year may be paid to
                           the Trust when premiums for such Policies are due
                           during the Plan Year.

                  (4)      Employee Contributions shall be transferred by the
                           Employer to the Trust or the Insurance Company, as
                           elected by the Employer in the Adoption Agreement,
                           but never later than 15 days following the close of
                           the month in which such contributions are made by the
                           Employee.

                  (5)      The Fail-Safe Contribution for any Plan Year as
                           determined above shall be paid to the Insurance
                           Company at the end of the Plan Year, or as soon as
                           possible on or after the last day of such Plan Year,
                           but in no event later than the date which is
                           prescribed by law for filing the Employer's income
                           tax return, including any extensions thereof.

         (g)      Contributions - Allocations.

                  The allocation of Nonelective Contributions shall be made in
                  accordance with (1), (2), (3), (4) or (5) below, as specified
                  by the Employer in the Adoption Agreement.

                  (1)      Formula A: Compensation Ratio - Not Integrated with
                           Social Security.

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                                      -32-

<PAGE>

                           The allocation to each Participant shall be made in
                           the proportion that the Compensation paid to each
                           Participant eligible to receive an allocation bears
                           to the Compensation paid to all Participants eligible
                           to receive an allocation.

                  (2)      Formula B: Integrated with Social Security - Step
                           Rate Method.

                           Base Contribution: An amount equal to a percentage
                           (as specified in the Adoption Agreement) of the
                           Compensation of each Participant up to the Social
                           Security Integration Level;

                           Excess Contribution: In addition, an amount equal to
                           a percentage (as specified in the Adoption Agreement)
                           of the Participant's Compensation which is in excess
                           of the Social Security Integration Level, subject to
                           the Limitations on Allocations in accordance with
                           Section 4B. This Excess Contribution percentage shall
                           not exceed the lesser of:

                           (A)      twice the Base Contribution or

                           (B)      the Base Contribution plus the greater of:

                                    (i)      the old age insurance portion of
                                             the Old Age Survivor Disability
                                             (OASDI) tax rate; or

                                    (ii)     5.7%.

                           If the Employer has elected in the Adoption Agreement
                           to use a Social Security Integration Level that in
                           any Plan Year is the greater of $10,000 or 20% but
                           less than 100% of the Social Security Taxable Wage
                           Base, then the 5.7% limitation specified in
                           2C.1(f)(2)(B)(ii) shall be adjusted in accordance
                           with the following table:

                    IF THE SOCIAL SECURITY INTEGRATION LEVEL

<TABLE>
<CAPTION>
        is more                       But not more             Adjust
         than                             Than                 5.7% to
------------------------------------------------------------------------
<S>                           <C>                              <C>
the greater of $10,000 or      80% of the Social Security          4.3%
20% of the Social Security     Taxable Wage Base
Taxable Wage Base

80% of the Social Security     100% of the Social Security         5.4%
Taxable Wage Base              Taxable Wage Base
</TABLE>

                           In the case of any Participant who has exceeded the
                           Cumulative Permitted Disparity Limit described in
                           Section 2C.1(g), Nonelective Contributions shall be

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                                      -33-

<PAGE>

                           allocated in an amount equal to the Excess
                           Contribution percentage of two times such
                           Participant's total Compensation for the Plan Year.

                           Any remaining Nonelective Contributions or
                           Forfeitures will be allocated to each Participant's
                           Account in the ratio that each Participant's total
                           Compensation for the Plan Year bears to all
                           Participants' total Compensation for that Plan Year.

                  (3)      Formula B: Integrated with Social Security - Maximum
                           Disparity Method.

                           Subject to the Limitations on Allocations specified
                           in Section 4B, for each Plan Year the allocation to
                           each Participant shall be made in accordance with the
                           following:

                           (A)      An amount equal to 5.7% of the sum of each
                                    Participant's total Compensation plus
                                    Compensation that is in excess of the Social
                                    Security Integration Level shall be
                                    allocated to each Participant's Account. If
                                    the Employer does not contribute such amount
                                    for all Participants, an amount shall be
                                    allocated to each Participant's Account
                                    equal to the same proportion that each
                                    Participant's total Compensation plus
                                    Compensation that is in excess of the Social
                                    Security Integration Level bears to the
                                    total Compensation plus Compensation in
                                    excess of the Social Security Integration
                                    Level of all Participants in the Plan. In
                                    the case of any Participant who has exceeded
                                    the Cumulative Permitted Disparity Limit
                                    described in Section 2C.1(g), two times such
                                    Participant's total Compensation for the
                                    Plan Year will be taken into account.

                                    If the Employer has elected in the Adoption
                                    Agreement to use a Social Security
                                    Integration Level that in any Plan Year is
                                    the greater of $10,000 or 20% but less than
                                    100% of the Social Security Taxable Wage
                                    Base, then the 5.7% limitation specified in
                                    this subsection shall be adjusted in
                                    accordance with the following table:

                    IF THE SOCIAL SECURITY INTEGRATION LEVEL

<TABLE>
<CAPTION>
        is more                       But not more             Adjust
         than                             Than                 5.7% to
------------------------------------------------------------------------
<S>                           <C>                              <C>
the greater of $10,000 or      80% of the Social Security          4.3%
20% of the Social Security     Taxable Wage Base
Taxable Wage Base

80% of the Social Security     100% of the Social Security         5.4%
Taxable Wage Base              Taxable Wage Base
</TABLE>

Article II - General Provisions                                 February 6, 2002

                                      -34-

<PAGE>

                           (B)      The balance of the Nonelective Contribution
                                    (if any), shall be allocated to the
                                    Participant's Account in the proportion that
                                    each Participant's Compensation bears to the
                                    total Compensation of all Participants.

                  (4)      Formula C: Flat Dollar Amount.

                           The allocation to each Participant shall be a flat
                           dollar amount as elected by the Employer in the
                           Adoption Agreement.

                  (5)      Formula D: Uniform Points Allocation.

                           The allocation to each Participant shall be based on
                           a Uniform Points Allocation as elected by the
                           Employer in the Adoption Agreement. Formula D may not
                           be used under a Standardized plan.

         (h)      Allocation Requirements.

                  Employer contributions shall be allocated to the accounts of
                  Participants in accordance with the allocation requirement as
                  specified by the Employer in its Adoption Agreement. If the
                  Employer has adopted a standardized plan, the allocation of
                  any nonannual contribution made by the Employer shall be made
                  to each Participant who is a Participant on any day of the
                  Contribution Period regardless of Hours of Service.

                  Annual Overall Permitted Disparity Limit. Notwithstanding the
                  preceding paragraph, for any Plan Year this Plan benefits any
                  Participant who benefits under another qualified plan or
                  simplified employee pension plan, as defined in Code section
                  408(k), maintained by the Employer that provides for permitted
                  disparity (or imputes disparity), Employer contributions and
                  Forfeitures will be allocated to the account of each
                  Participant who either completes more than 500 Hours of
                  Service during the Plan Year or who is employed as of the last
                  day of the Plan Year in the ratio that such Participant's
                  total Compensation bears to the total Compensation of all
                  Participants.

                  Cumulative Permitted Disparity Limit. Effective for Plan Years
                  beginning on or after January 1, 1995, the Cumulative
                  Permitted Disparity Limit for a Participant is 35 total
                  cumulative permitted disparity years. Total cumulative
                  permitted years mean the number of years credited to the
                  Participant for allocation or accrual purposes under this
                  Plan, any other qualified plan or simplified employee pension
                  plan (whether or not terminated) ever maintained by the
                  Employer. For purposes of determining the Participant's
                  Cumulative Permitted Disparity Limit, all years ending in the
                  same calendar year are treated as the same year. If the
                  Participant has not benefited under a defined benefit or

Article II - General Provisions                                 February 6, 2002

                                      -35-

<PAGE>


                  target benefit plan for any year beginning on or after January
                  1, 1994, the Participant has no Cumulative Permitted Disparity
                  Limit.

         (i)      Forfeitures.

                  Forfeitures will be used in the manner elected in the Adoption
                  Agreement as follows:

                  (1)      Allocated in accordance with the allocation formula
                           elected in the Adoption Agreement for the
                           contributions from which the Forfeitures were
                           generated; or

                  (2)      First, to reduce Employer contributions or pay Plan
                           expenses, with any remaining Forfeitures allocated in
                           accordance with the allocation formula elected in the
                           Adoption Agreement for the contributions from which
                           the Forfeitures were generated.

         (j)      Expenses.

                  The Employer may contribute to the Plan the amount necessary
                  to pay any reasonable expenses of administering the Plan. In
                  lieu of the Employer contributing the amount necessary to pay
                  such charges, these expenses may be paid from Plan assets.

         (k)      Special Rules - Elective Deferral Contributions.

                  (1)      Each Participant may elect (or shall be deemed to
                           have elected if the Employer has elected deemed
                           elections by Participants in the Adoption Agreement)
                           to defer his Compensation in an amount specified in
                           the Adoption Agreement, subject to the limitations of
                           this Section. A Salary Deferral Agreement (or
                           modification of an earlier Salary Deferral Agreement)
                           may not be made with respect to Compensation which is
                           currently available on or before the date the
                           Participant executed such election, or if later, the
                           later of the date the Employer adopts this CODA, or
                           the date such arrangement first becomes effective.
                           Any elections made pursuant to this Section shall
                           become effective as soon as administratively
                           feasible.

                  (2)      Elective Deferral Contributions will be allocated to
                           the Participant's Account and shall be 100 percent
                           vested and nonforfeitable at all times.

                  (3)      During any taxable year, no Participant shall be
                           permitted to have Elective Deferral Contributions
                           made under this Plan, or any other qualified plan
                           maintained by the Employer, in excess of the dollar
                           limitation contained in Code section 402(g) in effect
                           at the beginning of such taxable year. If a
                           Participant takes a withdrawal of Elective Deferral
                           Contributions due to a Serious Financial Hardship, as
                           provided in Section 3E.5, his Elective Deferral

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                                      -36-

<PAGE>

                           Contributions for his taxable year immediately
                           following the taxable year of such distribution may
                           not exceed the Code section 402(g) limit for such
                           taxable year less the amount of Elective Deferral
                           Contributions made for the Participant in the taxable
                           year of the distribution.

                  (4)      Elective Deferral Contributions that are not in
                           excess of the limits described in subsection (3)
                           above shall be subject to the Limitations on
                           Allocations in accordance with Section 4B.

                           Elective Deferral Contributions that are in excess of
                           the limits described in (3) above shall also be
                           subject to the Section 4B limitations, as further
                           provided in Section 4C.2.

                  (5)      An Employee's eligibility to make Elective Deferral
                           Contributions under a CODA may not be conditioned
                           upon the completion of more than one (1)
                           Year-of-Service or the attainment of more than age
                           twenty-one (21).

                  (6)      A Participant may modify the amount of Elective
                           Deferral Contributions such Participant makes to the
                           Plan as often as the Plan Administrator allows, as
                           specified in the Adoption Agreement, but in no event
                           not less frequently than once per calendar year. Such
                           modification may be made by filing a written notice
                           with the Plan Administrator within the time period
                           prescribed by the Plan Administrator.

         (l)      Safe Harbor 401(k) Plans - Special Rules.

                  (1) If elected by the Employer in the Adoption Agreement, the
                  Employer may establish a Safe Harbor 401(k) Plan, and the
                  provisions of this section 2.C.1(l) shall apply for the Plan
                  Year and any other provisions relating to the ADP Test or ACP
                  Test shall not apply.

                           Notwithstanding the foregoing, to the extent that the
                           Employer elects in the Adoption Agreement to make
                           Matching Contributions or Nonelective Contributions
                           that do not meet the requirements of this section
                           2.C.1(l), then the other provisions of this Plan
                           relating to such contributions shall apply thereto.
                           Moreover, any such contributions shall be required to
                           meet the Actual Contribution Percentage test
                           requirements using Current Year Testing methods. In
                           addition, if the Employer elects in the Adoption
                           Agreement to allow Participants to make Voluntary
                           Employee Contributions or Required Employee
                           Contributions, the Safe Harbor 401(k) rules shall not
                           apply to these contributions. Any such contributions
                           shall be required to meet the Actual Contribution
                           Percentage test requirements.

                           If the Employer elects in the Adoption Agreement to
                           establish a Safe Harbor 401(k) Plan, the election
                           must

Article II - General Provisions                                 February 6, 2002

                                      -37-

<PAGE>

                           apply to all Eligible Employees under the Plan even
                           if they comprise two or more groups of Employees who,
                           but for this election, must be mandatorily
                           disaggregated for nondiscrimination testing.

                  (2) To the extent that any other provision of the Plan is
                  inconsistent with the provisions of this section, the
                  provisions of this section shall apply to a Safe Harbor 401(k)
                  Plan.

                  (3)      Definitions.

                           (A) ACP Test Safe Harbor. ACP Test Safe Harbor is the
                           method described in section 2.C.1(l)(5) for
                           satisfying the Actual Contribution Percentage Test.

                           (B) ACP Test Safe Harbor Matching Contributions. ACP
                           Test Safe Harbor Matching Contributions are matching
                           contributions described in section 2.C.1(l)(5) of the
                           Plan.

                           (C) ADP Test Safe Harbor. ADP Test Safe Harbor is the
                           method described in section 2.C.1(l)(4) for
                           satisfying the Actual Deferral Percentage Test.

                           (D) ADP Test Safe Harbor Contributions. ADP Test Safe
                           Harbor Contributions are matching contributions and
                           nonelective contributions described in section
                           2.C.1(l)(4) of the Plan.

                           (E) Compensation. Compensation is as defined in
                           section 1.13 of the Plan, except that for purposes of
                           this section 2.C.1(l), no dollar limit, other than
                           that imposed by Code section 401(a)(17), may apply to
                           a Nonhighly Compensated Employee. To the extent that
                           an Employer elects to use a reasonable alternative
                           definition of Compensation, as defined in section
                           1.13(I), for determining the Compensation subject to
                           a Participant's elective deferral election, that
                           definition must permit each Employee to elect
                           sufficient Elective Deferrals to receive the maximum
                           amount of any Matching Contributions available to the
                           Participant under the Plan.

                           (F) Eligible Employee. Eligible Employee means any
                           Employee eligible to make Elective Deferral
                           Contributions under the Plan for any part of the Plan
                           Year, or who would be eligible but for a suspension
                           due to a Serious Financial Hardship Withdrawal
                           described in section 3.E.7(b) of the Plan, or any
                           statutory limitation, such as that imposed under
                           sections 402(g) and 415 of the Code.

                           (G) Matching Contributions. Matching Contributions
                           are contributions made by the Employer on account of
                           an Eligible Employee's Elective Deferral
                           Contributions.

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                                      -38-

<PAGE>

                  (4)      ADP Test Safe Harbor.

                           (A)      ADP Test Safe Harbor Contributions.

                                    (i) Unless the Employer elects in the
                                    Adoption Agreement to make Enhanced Matching
                                    Contributions or Safe Harbor Nonelective
                                    Contributions, the Employer shall contribute
                                    for the Contribution Period a Safe Harbor
                                    Matching Contribution equal to:

                                            (a) $1.00 for each $1.00 of any
                                            Employee's Elective Deferral
                                            Contributions up to three (3)
                                            percent of the Employee's
                                            Compensation for the Contribution
                                            Period; plus

                                            (b) $.50 for each $1.00 of the
                                            Employee's Elective Deferral
                                            Contribution in excess of three (3)
                                            percent of the Employee's
                                            Compensation but that do not exceed
                                            five (5) percent of the Employee's
                                            Compensation.

                                    The ADP Test Safe Harbor Contribution in
                                    this section 2.C.1(l)(4)(A) shall be known
                                    as Basic Matching Contributions.

                                    (ii) Notwithstanding the requirements of (i)
                                    above that the Employer make the ADP Test
                                    Safe Harbor Contribution to this Plan, if
                                    the Plan is a non-standardized plan and the
                                    Employer elects in the Adoption Agreement,
                                    the ADP Test Safe Harbor Contribution will
                                    be made to the defined contribution plan of
                                    the Employer indicated in the Adoption
                                    Agreement. However, the ADP Test Safe Harbor
                                    Contribution must be made to this Plan
                                    unless (a) each Employee eligible under this
                                    Plan is also eligible under the other plan,
                                    and (b) the other Plan has the same Plan
                                    Year as this Plan.

                                    (iii) ADP Test Safe Harbor Contributions are
                                    nonforfeitable and may not be distributed
                                    earlier than separation from service, death,
                                    disability, an event described in Code
                                    section 401(k)(10), or, in the case of a
                                    profit sharing plan, attainment of age
                                    59-1/2. In addition, such contributions must
                                    satisfy the ADP Test Safe Harbor without
                                    regard to permitted disparity under Code
                                    section 414(l).

Article II - General Provisions                                 February 6, 2002

                                      -39-

<PAGE>

                           (B)      Notice Requirement.

                                    At least 30 days, but not more than 90 days,
                                    before the beginning of each Plan Year, the
                                    Employer shall provide each Eligible
                                    Employee a comprehensive notice of the
                                    Employee's rights and obligations under the
                                    Plan, written in a manner calculated to be
                                    understood by the average Eligible Employee.
                                    If the Employee become eligible after the
                                    90th day before the beginning of the Plan
                                    Year (including any Employee who become
                                    eligible during the Plan Year), and does not
                                    receive the notice for that reason, the
                                    notice must be provided no more than 90 days
                                    before the Employee becomes eligible but not
                                    later than the date the Employee become
                                    eligible.

                           (C)      Election Periods.

                                    In addition to any other election periods
                                    provided under the Plan, each Eligible
                                    Employee may make or modify a deferral
                                    election during the 30-day period
                                    immediately following receipt of the notice
                                    described in (B) above.

                  (5)      ACP Test Safe Harbor.

                           ACP Test Safe Harbor Matching Contributions.

                           (A) In addition to the ADP Safe Harbor Matching
                           Contributions described in section 2.C.1(l)(4) above,
                           the Employer will make the ACP Test Safe Harbor
                           Contributions, if any, indicated in the Adoption
                           Agreement for the Contribution Period.

                           (B) ACP Test Safe Harbor Contributions will be vested
                           as indicated in the Adoption Agreement, but, in any
                           event, such contributions shall be 100% vested at
                           Normal Retirement Age, upon the complete or partial
                           termination of the Plan, or upon the complete
                           discontinuance of Employer Contributions.

                           (C) Forfeitures of any nonvested ACP Test Safe Harbor
                           Contributions shall be applied in the manner elected
                           by the Employer in the Adoption Agreement.

                  (6)      Other Requirements.

                           All contributions made to a Safe Harbor 401(k) Plan
                           shall not be based on Considered Net Profits of the
                           Employer.

         (m)      Suspension of Contributions.

                  (1)      Elective Deferral Contributions. The following
                           provisions shall apply with respect to suspension of
                           Elective Deferral Contributions, including Elective

Article II - General Provisions                                 February 6, 2002

                                      -40-

<PAGE>

                           Deferral Contributions made under a Safe Harbor
                           401(k) Plan.

                           (A)      Voluntary Suspension. A Participant may
                                    elect to suspend his Salary Deferral
                                    Agreement for Elective Deferral
                                    Contributions by filing a written notice
                                    thereof with the Plan Administrator. Such
                                    Contributions shall be suspended on the date
                                    specified in such notice, which date must be
                                    at least 15 days after such notice is filed.
                                    The notice shall specify the period for
                                    which such suspension shall be effective.

                           (B)      Suspension for Leave. A Participant who is
                                    absent from employment on account of an
                                    authorized unpaid leave of absence, military
                                    leave, or for a period of qualified military
                                    service, shall have his Salary Deferral
                                    Agreement suspended during such leave. Such
                                    suspension of contributions shall be
                                    effective on the date payment of
                                    Compensation by the Employer to him ceases,
                                    and shall remain in effect until payment of
                                    Compensation resumes.

                           (C)      Withdrawal Suspension. A Participant who
                                    elects a withdrawal in accordance with
                                    Section 3E may have his Elective Deferral
                                    Contributions suspended on the date such
                                    election becomes effective. Such suspension
                                    shall remain in effect for the number of
                                    months specified therein. If a Participant
                                    receives a serious financial hardship
                                    withdrawal of Elective Deferral
                                    Contributions, all employee contributions
                                    (both pre-tax and post-tax contributions)
                                    will be suspended in accordance with section
                                    3E.8 of the Plan.

                           (D)      Non-Elective Suspension. A Participant who
                                    ceases to meet the eligibility requirements
                                    as specified in Section 2B.1 but who remains
                                    in the employ of the Employer shall have his
                                    Elective Deferral Contributions suspended,
                                    effective as of the date he ceases to meet
                                    the eligibility requirements. Such
                                    suspension shall remain in effect until he
                                    again meets such eligibility requirements.

                  The Participant may elect to reactivate his Salary Deferral
                  Agreement for Elective Deferral Contributions by filing a
                  written notice thereof with the Plan Administrator. The Salary
                  Deferral Agreement shall be reactivated following the
                  expiration of the suspension period described above.

         (2)      Required Employee Contributions. The following provisions
                  shall apply with respect to suspension of Required Employee
                  Contributions by Participants. In the event that a Participant
                  suspends his Required Employee Contributions, he

Article II - General Provisions                                 February 6, 2002

                                      -41-

<PAGE>

                  shall automatically have his Voluntary Employee Contributions
                  suspended for the same period of time.

                  (A)      Voluntary Suspension. A Participant may elect to
                           suspend his payroll deduction authorization for his
                           Required Employee Contributions by filing a written
                           notice thereof with the Plan Administrator. Such
                           notice shall be effective, and his applicable
                           contributions shall be suspended, on the date
                           specified in such notice, which date must be at least
                           15 days after such notice is filed. The notice shall
                           specify the period for which such suspension shall be
                           effective. Such period must be a minimum of one month
                           and may extend indefinitely.

                  (B)      Suspension for Leave. A Participant who is absent
                           from employment on account of an authorized unpaid
                           leave of absence, military leave, or for a period of
                           qualified military leave, shall have his payroll
                           deduction authorization for Required Employee
                           Contributions suspended during such leave. Such
                           suspension of contributions shall be effective on the
                           date payment of Compensation by the Employer to him
                           ceases, and shall remain in effect until payment of
                           Compensation resumes.

                  (C)      Withdrawal Suspension. A Participant who elects a
                           withdrawal in accordance with Section 3E may have his
                           Required Employee Contributions suspended on the date
                           such election becomes effective. Such suspension
                           shall remain in effect for the number of months
                           specified under the provisions of Section 3E. If a
                           Participant receives a serious financial hardship
                           withdrawal of Elective Deferral Contributions, all
                           employee contributions (both pre-tax and post-tax
                           contributions) will be suspended in accordance with
                           section 3E.8 of the Plan.

                  (D)      Involuntary Suspension. A Participant who ceases to
                           meet the eligibility requirements as specified in
                           Section 2B.1 but who remains in the employ of the
                           Employer shall have his Required Employee
                           Contributions suspended, effective as of the date he
                           ceases to meet the eligibility requirements. Such
                           suspension shall remain in effect until he again
                           meets such eligibility requirements.

                  The Participant may elect to reactivate his payroll deduction
                  authorization by filing a written notice thereof with the Plan
                  Administrator. The payroll deduction authorization shall be
                  reactivated following the expiration of the suspension period
                  described above.

         (3)      Voluntary Employee Contributions. The following provisions
                  apply with respect to suspension of Voluntary Employee
                  Contributions by Participants.

Article II - General Provisions                                 February 6, 2002

                                      -42-

<PAGE>

                  (A)      Voluntary Suspension. A Participant may elect to
                           suspend his payroll deduction authorization for his
                           Voluntary Employee Contributions by filing a written
                           notice thereof with the Plan Administrator. Such
                           notice shall be effective, and his applicable
                           contributions shall be suspended, on the date
                           specified in such notice, which date must be at least
                           15 days after such notice is filed. The notice shall
                           specify the period for which such suspension shall be
                           effective.

                  (B)      Suspension for Leave. A Participant who is absent
                           from employment on account of an authorized unpaid
                           leave of absence, military leave, or for a period of
                           qualified military leave, shall have his payroll
                           deduction order for Voluntary Employee Contributions
                           suspended during such leave. Such suspension of
                           contributions shall be effective on the date payment
                           of Compensation by the Employer to him ceases, and
                           shall remain in effect until payment of Compensation
                           resumes.

                  (C)      Withdrawal Suspension. A Participant who elects a
                           withdrawal in accordance with Section 3E may have his
                           Voluntary Employee Contributions suspended on the
                           date such election becomes effective. Such suspension
                           shall remain in effect for the number of months
                           specified therein. If a Participant receives a
                           serious financial hardship withdrawal of Elective
                           Deferral Contributions, all employee contributions
                           (both pre-tax and post-tax contributions) will be
                           suspended in accordance with section 3E.8 of the
                           Plan.

                  (D)      Involuntary Suspension. A Participant who ceases to
                           meet the eligibility requirements as specified in
                           Section 2B.1 but who remains in the employ of the
                           Employer shall have his Voluntary Employee
                           Contributions suspended, effective as of the date he
                           ceases to meet the eligibility requirements. Such
                           suspension shall remain in effect until he again
                           meets such eligibility requirements.

                  The Participant may elect to reactivate his payroll deduction
                  authorization by filing a written notice thereof with the Plan
                  Administrator. The payroll deduction authorization shall be
                  reactivated following the expiration of the suspension period
                  described above.

2C.2     MONEY PURCHASE PENSION PLAN.

         (a)      Contributions - Employer. As specified in the Adoption
                  Agreement, the Employer shall contribute an amount equal to a
                  fixed percentage of each Participant's Compensation, a flat
                  dollar amount, or an amount integrated with Social Security in
                  accordance with (1), (2) or (3) below:

Article II - General Provisions                                 February 6, 2002

                                      -43-

<PAGE>

                  (1)      Formula A: Not Integrated with Social Security. An
                           amount equal to a percentage from l% to 25% of the
                           Compensation of each Participant, as elected by the
                           Employer in the Adoption Agreement, subject to the
                           Limitations on Allocations in accordance with Section
                           4B.

                  (2)      Formula B: Flat Dollar Amount. An amount, as elected
                           by the Employer in the Adoption Agreement.

                  (3)      Formula C: Integrated with Social Security.

                           Base Contribution: An amount equal to a percentage
                           (as specified in the Adoption Agreement) of
                           Compensation of each Participant up to the Social
                           Security Integration Level;

                           Excess Contribution: In addition, an amount equal to
                           a percentage (as specified in the Adoption Agreement)
                           of the Participant's Compensation which is in excess
                           of the Social Security Integration Level, subject to
                           the Limitations on Allocations in accordance with
                           Section 4B. This Excess Contribution percentage shall
                           not exceed the lesser of:

                           (A)      twice the Base Contribution or

                           (B)      the Base Contribution plus the greater of:

                                    (i)      old age insurance portion of the
                                             Old Age Survivor Disability (OASDI)
                                             tax rate; or

                                    (ii)     5.7%.

                           If the Employer has elected in the Adoption Agreement
                           to use a Social Security Integration Level that in
                           any Plan Year is the greater of $10,000 or 20% but
                           less than 100% of the Social Security Taxable Wage
                           Base, then the 5.7% limitation specified in
                           2C.2(a)(3)(B)(ii) shall be adjusted in accordance
                           with the following table:

                    IF THE SOCIAL SECURITY INTEGRATION LEVEL

<TABLE>
<CAPTION>
        is more                       but not more             Adjust
         than                             than                 5.7% to
------------------------------------------------------------------------
<S>                            <C>                             <C>
the greater of $10,000 or      80% of the Social Security          4.3%
20% of the Social Security     Taxable Wage Base
Taxable Wage Base

80% of the Social Security     100% of the Social Security         5.4%
Taxable Wage Base              Taxable Wage Base
</TABLE>

Article II - General Provisions                                 February 6, 2002

                                      -44-

<PAGE>

                           However, in the case of any Participant who has
                           exceeded the Cumulative Permitted Disparity Limit
                           described below, the Employer will contribute for
                           each Participant who either completes more than 500
                           Hours of Service during the Plan Year or is employed
                           on the last day of the Plan Year, an amount equal to
                           the Excess Contribution percentage multiplied by the
                           Participant's total Compensation.

                  Annual Overall Permitted Disparity Limit. Notwithstanding the
                  preceding provisions of this Section 2C.2(a), for any Plan
                  Year this Plan benefits any Participant who benefits under
                  another qualified plan or simplified employee pension plan, as
                  defined in Code section 408(k), maintained by the Employer
                  that provides for permitted disparity (or imputes disparity),
                  Employer contributions and Forfeitures will be allocated to
                  the account of each Participant who either completes more than
                  500 Hours of Service during the Plan Year or who is employed
                  as of the last day of the Plan Year in the ratio that such
                  Participant's total Compensation bears to the total
                  Compensation of all Participants.

                  Cumulative Permitted Disparity Limit. Effective for Plan Years
                  beginning on or after January 1, 1995, the Cumulative
                  Permitted Disparity Limit for a Participant is 35 total
                  cumulative permitted disparity years. Total cumulative
                  permitted years mean the number of years credited to the
                  Participant for allocation or accrual purposes under this
                  Plan, any other qualified plan or simplified employee pension
                  plan (whether or not terminated) ever maintained by the
                  Employer. For purposes of determining the Participant's
                  Cumulative Permitted Disparity Limit, all years ending in the
                  same calendar year are treated as the same year. If the
                  Participant has not benefited under a defined benefit or
                  target benefit plan for any year beginning on or after January
                  1, 1994, the Participant has no Cumulative Permitted Disparity
                  Limit.

         (b)      Contributions - Participant.

                  The Plan Administrator will not accept Required Employee
                  Contributions or Voluntary Employee Contributions that are
                  made for Plan Years beginning after the Plan Year in which
                  this document is being adopted by the Employer. Required
                  Employee Contributions and Voluntary Employee Contributions
                  for Plan Years beginning after December 31, 1986, but before
                  the Plan Year in which this document is adopted, will be
                  limited so as to meet the nondiscrimination test of Code
                  section 401(m) as provided in Section 4A.4.

         (c)      Contributions - Timing.

                  Contributions made on other than an annual basis shall be paid
                  to the Trust or Insurance Company, as applicable, not less
                  frequently than monthly or every four weeks. Contributions
                  made on an annual basis shall be paid to the Trust or the
                  Insurance Company, as applicable, at the end of the Plan Year,
                  or as soon as possible on or after the last

Article II - General Provisions                                 February 6, 2002

                                      -45-

<PAGE>

                  day of such Plan Year, but in any event not later than the
                  date prescribed by law for filing the Employer's income tax
                  return, including any extension thereof. To the extent that
                  contributions are used to purchase Life Insurance Policies,
                  such contributions for any Plan Year may be paid to the Trust
                  when premiums for such Policies are due during the Plan Year.

         (d)      Contributions - Allocation.

                  Employer Contributions shall be allocated to the Participants'
                  Account in accordance with the allocation requirements as
                  specified by the Employer in the Adoption Agreement. If the
                  Employer has adopted a standardized plan, the allocation of
                  any nonannual contribution made by the Employer shall be made
                  for each Participant who is a Participant on any day of the
                  Contribution Period regardless of Hours of Service.

         (e)      Forfeitures.

                  Forfeitures will be used in the manner elected in the Adoption
                  Agreement as follows:

                  (1)      Allocated in the same manner elected in the Adoption
                           Agreement for the allocation of Employer
                           contributions; or

                  (2)      First, to reduce Employer contributions or pay Plan
                           expenses, with any remaining Forfeitures allocated in
                           the same manner elected in the Adoption Agreement for
                           the allocation of Employer contributions.

         (f)      Expenses.

                  The Employer may contribute to the Plan the amount necessary
                  to pay any applicable expense charges and administration
                  charges. In lieu of the Employer contributing the amount
                  necessary to pay such charges, these expenses may be paid from
                  Plan assets.

Article II - General Provisions                                 February 6, 2002

                                      -46-

<PAGE>

2C.3     ROLLOVER CONTRIBUTIONS.

         If elected by the Employer in the Adoption Agreement, and without
         regard to the limitations imposed under Section 4B, the Plan may
         receive Rollover Contributions on behalf of an Employee, if the
         Employee is so entitled under Code sections 402(c), 403(a)(4), or
         408(d)(3)(A). Contributions may be rolled over into the Plan either
         directly or indirectly, in the form of cash, and, if elected by the
         Employer in the Adoption Agreement, in the form of a loan note from a
         prior Code section 401(a) qualified plan in which the employee was a
         participant, and may be all or a portion of the funds eligible for
         rollover. Receipt of Rollover Contributions shall be subject to the
         approval of the Plan Administrator. Before approving the receipt of a
         Rollover Contribution, the Plan Administrator may request any documents
         or other information from an Employee or opinions of counsel which the
         Plan Administrator deems necessary to establish that such amount is a
         Rollover Contribution.

         If Rollover Contributions are elected by the Employer in the Adoption
         Agreement, they may, if also elected by the Employer in the Adoption
         Agreement, be received from an Employee who is not otherwise eligible
         to participate in the Plan. Rollover Contributions may be withdrawn by
         such Employee pursuant to the provisions of the Adoption Agreement and
         Section 3E. In addition, such Employee may direct the investment and
         transfer of amounts in his Participant's Account pursuant to the terms
         of Section 5A. Upon Termination of Employment, such Employee shall be
         entitled to a distribution of his Participant's Account.

2C.4     PARTICIPANT INITIATED TRANSFERS.

         For plan amendments adopted and effective on or after September 6,
         2000, and if elected by the Employer in the Adoption Agreement, a
         Participant may elect to transfer amounts directly from a qualified
         plan to this qualified plan, or vice versa, provided the following
         requirements are met.

         (a)      Elective Transfers.

                  (1)      The Participant must be eligible for an immediate
                           distribution of benefits from the transferor plan.

                  (2)      The Participant must voluntarily elect, with spousal
                           consent, if necessary, to transfer the benefits. Such
                           a transfer will eliminate all protected forms of
                           benefits that were available under the transferor
                           plan. The Participant must have the option of leaving
                           the benefits in the transferor plan, or to take an
                           optional form of benefit if the transferor plan is
                           terminating.

                  (3)      The Participant's transferred benefit must be 100%
                           vested.

                  (4)      The amount transferred, plus the amount of any
                           allowable simultaneous direct rollover, must equal
                           100% of the Participant's vested benefit.

Article II - General Provisions                                 February 6, 2002

                                      -47-

<PAGE>

                  (5)      On or after January 1, 2002, the transfer occurs only
                           when the Participant is not eligible to receive an
                           immediate distribution of his or her entire
                           nonforfeitable benefit in a single sum distribution
                           consisting entirely of a distribution eligible for a
                           direct rollover. In such an instance, the amount
                           transferred may consist of either the benefit that
                           may not be directly rolled over or the entire
                           benefit. In either case, the entire amount is treated
                           as an elective transfer.

         (b)      Transaction Transfers.

                  (1)      The transaction must be made in connection with an
                           asset acquisition, stock acquisition, merger, or
                           other similar transaction, involving a change in the
                           employer of the employees of a trade or business.

                  (2)      The transfer may be made only between like-kind
                           defined contribution plans [e.g., section 401(k) plan
                           to section 401(k) plan, money purchase pension plan
                           to money purchase pension plan], except that a
                           transfer from a non-section 401(k) profit sharing
                           plan or a non-employee stock ownership plan (ESOP)
                           stock bonus plan may be made to any type of defined
                           contribution plan.

                  (3)      The Plan receiving the transferred benefits must
                           provide Qualified Joint and Survivor Annuity and
                           Qualified Preretirement Survivor Annuity benefits on
                           the transferred assets if those rules applied to the
                           assets while in the transferor plan.

                  (4)      The rules of Code section 411(a)(10) and Section
                           7B.1, applicable to a plan amending its vesting
                           schedule, shall apply to the transferred benefits.

         (c)      Employment Change Transfers.

                  (1)      The transfer is made in connection with a change in
                           the Participant's employment status such that the
                           Participant would not be entitled to additional
                           allocations under the transferor plan.

                  (2)      All requirements of subparagraph (b), above, apply.

2C.5     CONTRIBUTIONS UNDER THE PLAN SUBJECT TO DAVIS-BACON ACT.

         If the Employer designates under the Adoption Agreement that Employer
         contributions under the Plan are to be made in different amounts for
         different contracts subject to the Davis-Bacon Act or other Prevailing
         Wage Law, the Employer shall file with the Plan Administrator an
         irrevocable written designation for each Prevailing Wage Law project,
         stating the hourly contribution rate to be contributed to the Plan by
         the Employer for each class of Employees working on the project in
         order to comply with the

Article II - General Provisions                                 February 6, 2002

                                      -48-

<PAGE>

         Prevailing Wage Law applicable to the project. The contribution rate
         designation shall be irrevocable with respect to work on that project,
         although the hourly contribution rate may be increased prospectively by
         the filing of a new written contribution rate designation with the Plan
         Administrator.

2C.6     QVEC CONTRIBUTIONS.

         The Plan Administrator will not accept QVEC Contributions which are
         made for a taxable year beginning after December 31, 1986.
         Contributions made prior to that date will be maintained in a separate
         account that will be nonforfeitable at all times. The account will
         share in the gains and losses under the Plan in the same manner as
         described in Section 5A.3 of the Plan. No part of the QVEC
         Contributions portion of the Participant's Account will be used to
         purchase Life Insurance Policies. No part of the QVEC Contributions
         portion of the Participant's Account will be available for loans.
         Subject to Section 3C, Joint and Survivor Annuity Requirements (if
         applicable), the Participant may withdraw any part of his QVEC
         Contributions by making a written application to the Plan
         Administrator.

Article II - General Provisions                                 February 6, 2002

                                      -49-

<PAGE>

                           ARTICLE III - DISTRIBUTIONS

                         3A. TIMING AND FORM OF BENEFITS

3A.1     PAYMENT OF BENEFITS. The rules and procedures for electing the timing
         and form of distribution effective for each Participant or Beneficiary
         shall be formulated and administered by the Plan Administrator in a
         consistent manner for all Participants in similar circumstances. For
         money purchase and target benefit plans, the normal form of
         distribution shall be a Life Annuity. For a profit sharing plan, the
         normal form of distribution shall be a single sum cash payment. For any
         plan, the distribution shall be made within an administratively
         reasonable time following the date the application for distribution is
         filed with the Plan Administrator.

         If elected by the Employer in the Adoption Agreement, a Participant, or
         his Beneficiary as the case may be, may elect to receive distribution
         of all or a portion of his Vested Interest in one or a combination of
         the following forms of payment:

         (a)      Single sum cash payment;

         (b)      Life Annuity;

         (c)      Installment Payments (i.e., a series of periodic single-sum
                  cash payments over time, with no life contingency);

         (d)      Installment Refund Annuity (i.e., an Annuity that provides for
                  fixed monthly payments for a period certain of not less than 3
                  nor more than 15 years. If a Participant dies before the
                  period certain expires, the Annuity will be paid to the
                  Participant's Beneficiary for the remainder of the period
                  certain. The period certain shall be chosen by the Participant
                  at the time the Annuity is purchased with the Participant's
                  Vested Interest. The Installment Refund Annuity is not a Life
                  Annuity and in no event shall the period certain extend to a
                  period which equals or exceeds the life expectancy of the
                  Participant);

         (e)      Employer stock, to the extent the Participant is invested
                  therein.

         (f)      In-kind distribution from self-directed brokerage account, to
                  the extent the Participant is invested therein.

         The election of the form of distribution shall be irrevocable.

         If elected by the Employer in the Adoption Agreement, upon termination
         of the Plan, all distributions shall be made in a single lump sum
         distribution.

         All distributions are subject to the provisions of Section 3C, Joint
         and Survivor Annuity Requirements.

Article III - Distributions                                     February 6, 2002

                                      -50-

<PAGE>

         For plan amendments adopted and effective on or after September 6,
         2000, the Employer may amend the Plan to eliminate or restrict the
         ability of Participants to receive a distribution under any form, or
         combination of forms, benefit, provided that thereafter the forms of
         benefit available to the Participant include the right to take a single
         sum cash payment form of distribution under the same conditions as to
         timing and eligibility as the form of benefit eliminated or restricted.
         Any amendment under the provisions of the preceding sentence shall not
         apply to any participant with an Annuity Starting Date that precedes
         the earlier of (a) the 90th day after the date such Participant
         receives a summary of material modification reflecting the change, or
         (b) the first day of the second year beginning after the date the
         amendment is adopted. However, a Qualified Joint and Survivor Annuity
         form of payment may not be removed from a money purchase pension plan,
         or from that portion of a profit sharing plan, including a section
         401(k) plan, that maintains assets transferred to it from a plan that
         was subject to the Qualified Joint and Survivor Annuity requirements.

         In addition, any amendment eliminating the ability of a Participant to
         receive a distribution in the form of Employer Stock may only be made
         with respect to amounts not already invested in Employer Stock as of
         the date of amendment or some future date. The employer shall maintain
         a list of those Participants who are eligible for a distribution of
         Employer Stock.

         If the value of a Participant's Vested Interest is $5,000 or such
         lesser amount as indicated by the Employer in the Adoption Agreement,
         the Employer shall indicate in the Adoption Agreement whether a
         distribution shall be made in the form of a single sum cash payment
         upon such Participant's Termination of Employment and may not be
         deferred or the Participant may elect to defer distribution until the
         Employee's Required Beginning Date. If the Employer permits
         Participants to defer such distributions, failure to make an election
         will be deemed to be an election to defer to the Employee's Required
         Beginning Date.

         If the Participant's Vested Interest exceeds $5,000 or such lesser
         amount as indicated by the Employer on the Adoption Agreement, and such
         amount is immediately distributable, the Participant and the
         Participant's Spouse, if required, (or where the either the Participant
         or the Spouse has died, the survivor) must consent to any distribution
         of such account balance. The consent of the Participant and the
         Participant's Spouse, if required, shall be obtained in writing within
         the 90-day period ending on the Annuity Starting Date. The "Annuity
         Starting Date" is the first day of the first period for which an amount
         is paid as an Annuity or any other form.

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

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<PAGE>

         Instead of consenting to a distribution, the Participant may elect to
         defer the distribution until his or her Required Beginning Date.
         Failure to make an election will be deemed to be an election to defer
         to the Required Beginning Date.

         Notwithstanding any prior provision, if a former Participant maintains
         an account balance in the Plan subsequent to termination, the Employer
         may mandate a distribution in the form of an immediate single sum cash
         pay-out if the value of such account ceases to exceed $5,000 or such
         lesser amount as indicated by the Employer in the Adoption Agreement.
         The preceding sentence shall not apply to any annuity or installment
         payments for which one or more scheduled periodic payments remain.

         The Plan Administrator shall notify the Participant and the
         Participant's Spouse of the right to defer any distribution. Such
         notification shall include a general description of the material
         features and an explanation of the relative values of the optional
         forms of benefit available under the Plan in a manner that would
         satisfy the notice requirements of Code section 417(a)(3), and shall be
         provided no less than 30 days and no more than 90 days prior to the
         Annuity Starting Date.

         If the distribution is one to which Code sections 401(a)(11) and 417 do
         not apply, such distribution may commence less than 30 days after the
         notice required under Code regulation section 1.411(a)-11(c) is given,
         provided that:

         (a)      The Plan 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;

         (c) The Participant may revoke any affirmative distribution election
         prior to the Annuity Starting Date, or, if later, at any time prior to
         the expiration of the 7-day period beginning the day after the
         explanation of the Qualified Joint and Survivor Annuity is provided to
         the Participant; and

         (d) The Annuity Starting Date is a Date after the date the written
         explanation is provided to the Participant. For distributions on or
         after December 31, 1996, the Annuity Starting Date may be a date prior
         to the date the written explanation is provided to the Participant,
         provide the distribution does not commence until at least 30 days after
         the written explanation is provided, and the other provisions of this
         paragraph are met.

         Notwithstanding the foregoing, only the Participant need consent to the
         commencement of a distribution in the form of a Qualified Joint and
         Survivor Annuity while the account balance is immediately
         distributable. Furthermore, if payment in the form of a Qualified Joint
         and Survivor Annuity is not required with respect to the Participant
         pursuant to Section 3C.6 of the Plan,

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                                      -52-

<PAGE>

         only the Participant need consent to the distribution of an account
         balance that is immediately distributable. Neither the consent of the
         Participant nor the Participant's Spouse shall be required to the
         extent that a distribution is required to satisfy Code section
         401(a)(9) or section 415. In addition, upon termination of this Plan,
         if the Plan does not offer an annuity option (purchased from a
         commercial provider) and if the Employer or any entity within the same
         controlled group as the Employer does not maintain another defined
         contribution plan (other than an employee stock ownership plan as
         defined in Code section 4975(e)(7)), the Participant's account balance
         will, without the Participant's consent, be distributed to the
         Participant. However, if any entity within the same controlled group as
         the Employer maintains another defined contribution plan (other than an
         employee stock ownership plan as defined in Code section 4975(e)(7),
         then the Participant's account balance will be transferred without the
         Participant's consent to the other plan if the Participant does not
         consent to an immediate distribution.

         For purposes of determining the applicability of the foregoing consent
         requirements to distributions made before the first day of the first
         Plan Year beginning after December 31, 1988, the Participant's vested
         account balance shall not include amounts attributable to QVEC
         Contributions made between December 31, 1981 and January 1, 1987, plus
         gains and minus losses thereon ("accumulated QVEC Contributions").

         The terms of any annuity contract purchased and distributed by the Plan
         to a Participant or Spouse shall comply with the requirements of this
         Plan.

         A Participant who terminates employment and does not consent to an
         immediate distribution shall have his distribution deferred. Such a
         distribution shall commence no later than his Required Beginning Date.
         Loans may not be initiated for Participants covered by this paragraph
         except if, after his Termination of Employment, the Participant is
         still a party-in-interest (as defined in ERISA). A Participant who
         continues to maintain an account balance under the Plan may elect to
         withdraw an amount which is equal to any whole percentage (not to
         exceed 100%) from his Participant's Account. Such an election shall be
         made in accordance with Section 3E. Such Participant as described
         herein shall have the authority to direct the transfer of his Vested
         Interest in accordance with Section 5A.2. The election to defer
         distribution may be revoked at any time by submitting a written request
         to the Plan Administrator. Any Forfeiture attributable to withdrawals
         shall be subject to the requirements of Sections 3D.1 and 3E.8 of the
         Plan. A Participant whose Termination of Employment is on or after his
         Early Retirement Date may elect to defer the distribution subject to
         the requirements of Section 3B.

3A.2     COMMENCEMENT OF BENEFITS. Unless the Participant elects otherwise,
         distribution of benefits will begin no later than the 60th day after
         the latest of the close of the Plan Year in which:

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

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                                      -53-

<PAGE>

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

         (c)      The Participant terminates Service with the Employer.

         Notwithstanding the foregoing, the failure of a Participant and Spouse
         to consent to a distribution, if required, while a benefit is
         immediately distributable within the meaning of Section 3A.1 of the
         Plan, shall be deemed to be an election to defer distribution to the
         Participant's Required Beginning Date.

         However, in no event shall distribution of that portion of a
         Participant's Account attributable to Elective Deferral Contributions,
         Qualified Matching Contributions, and Qualified Nonelective
         Contributions be made prior to the earliest of the Participant's
         Retirement, death, Disability, separation from Service, attainment of
         age 59-1/2, or, with respect to Elective Deferral Contributions only,
         due to Serious Financial Hardship, unless such distribution is made on
         account of:

         (a)      The Employer's sale, to an unrelated entity, of its interest
                  in a subsidiary (within the meaning of Code section
                  409(d)(3)), where the Employer continues to maintain this Plan
                  and the Participant continues employment with the subsidiary;
                  or

         (b)      The Employer's sale, to an unrelated corporation, of
                  substantially all assets (within the meaning of Code section
                  409(d)(2)) used in its trade or business, where the Employer
                  continues to maintain this Plan and the Participant continues
                  employment with the employer acquiring such assets; or

         (c)      The termination of the Plan, as provided in Section 7B,
                  without the establishment of another defined contribution
                  plan, other than an employee stock ownership plan (as defined
                  in Code sections 4975(e)(7), a simplified employee pension
                  plan (as defined in Code section 408(k)), or a SIMPLE IRA plan
                  (as described in Code section 408(p)).

         All distributions that may be made in accordance with one or more of
         the preceding distributable events are subject to the spousal and
         Participant consent requirements (if applicable) of Code sections
         401(a)(11) and 417. In addition, distributions made after March 31,
         1988, which are triggered by any of the events described in the
         immediately preceding paragraphs (a), (b), or (c), must be made in a
         lump sum.

3A.3     FROM LIFE INSURANCE POLICIES. The Trustee shall arrange with the
         Insurance Company any distribution due to any Participant during his
         lifetime from any Life Insurance Policy or Policies on his life. The
         manner of distribution shall be a transfer of the values of said Policy
         or Policies to the Participant's Account for distribution as a portion
         thereof in accordance with this Section.

         Subject to Section 3C, Joint and Survivor Annuity Requirements, the
         Policies on a Participant's life will be converted to cash or

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                                      -54-

<PAGE>

         an Annuity or distributed to the Participant upon commencement of
         benefits.

         In the event of any conflict between the terms of this Plan and the
         terms of any Life Insurance Policy purchased hereunder, the Plan
         provisions shall control.

3A.4     NONTRANSFERABLE. Any Annuity Contract distributed Hereford must be
         nontransferable.

3A.5     ALTERNATE PAYEE SPECIAL DISTRIBUTION. Distributions pursuant to Section
         5D.8 may be made without regard to the age or employment status of the
         Participant.

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                                      -55-

<PAGE>

                      3B. MINIMUM DISTRIBUTION REQUIREMENTS

3B.1     DEFINITIONS.

         (a)      APPLICABLE LIFE EXPECTANCY. The term Applicable Life
                  Expectancy means the Life Expectancy (or joint and last
                  survivor expectancy) calculated using the attained age of the
                  Participant (or Designated Beneficiary) as of the
                  Participant's (or Designated Beneficiary's) birthday in the
                  applicable calendar year reduced by one for each calendar year
                  which has elapsed since the date Life Expectancy was first
                  calculated. If Life Expectancy is being recalculated, the
                  Applicable Life Expectancy shall be the Life Expectancy so
                  recalculated. The applicable calendar year shall be the first
                  Distribution Calendar Year, and if Life Expectancy is being
                  recalculated, such succeeding calendar year.

         (b)      DESIGNATED BENEFICIARY. The term Designated Beneficiary means
                  the individual who is designated as the Beneficiary under the
                  Plan in accordance with Code section 401(a)(9) and the
                  regulations thereunder. If a Participant's Beneficiary, as
                  determined in accordance with Section 1.9, is his estate, such
                  Participant shall be treated as having no Designated
                  Beneficiary.

         (c)      DISTRIBUTION CALENDAR YEAR. The term Distribution Calendar
                  Year means a calendar year for which a minimum distribution is
                  required. For distributions beginning before the Participant's
                  death, the first Distribution Calendar Year is the calendar
                  year immediately preceding the calendar year which contains
                  the Participant's Required Beginning Date. For distributions
                  beginning after the Participant's death, the first
                  Distribution Calendar Year is the calendar year in which
                  distributions are required to begin pursuant to Section 3B.3
                  below.

         (d)      5-PERCENT OWNER. For purposes of this Section, the term
                  5-Percent Owner means a 5-percent owner as defined in Code
                  section 416(i) (determined in accordance with 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 Employee attains age 70-1/2 or any later Plan
                  Year.

                  Once distributions have begun to a 5-Percent Owner under this
                  section, they must continue to be distributed even if the
                  Employee ceases to be a 5-Percent Owner.

         (e)      LIFE EXPECTANCY. The term Life Expectancy means life
                  expectancy and joint and last survivor expectancy as computed
                  by use of the expected return multiples in Table V and VI of
                  section 1.72-9 of the Income Tax Regulations.

                  Unless otherwise elected by the Participant (or Spouse, in the
                  case of distributions described in Section 3B.3(b)(2)) by the
                  time distributions are required to begin, Life Expectancies
                  shall be recalculated annually. Such election shall be
                  irrevocable as to the Participant (or Spouse) and

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                                      -56-

<PAGE>

                  shall apply to all subsequent years. The Life Expectancy of a
                  non-Spouse Beneficiary may not be recalculated.

         (f)      PARTICIPANT'S BENEFIT. The term Participant's Benefit means:

                  (1)      The Participant's Vested Interest as of the last
                           valuation date in the calendar year immediately
                           preceding the Distribution Calendar Year ("Valuation
                           Calendar Year") increased by the amount of any
                           contributions or Forfeitures allocated to the
                           Participant's Account as of dates in the Valuation
                           Calendar Year after the valuation date and decreased
                           by distributions made in the Valuation Calendar Year
                           after the valuation date.

                  (2)      Exception for second Distribution Calendar Year. For
                           purposes of paragraph (1) above, if any portion of
                           the minimum distribution for the first Distribution
                           Calendar Year is made in the second Distribution
                           Calendar Year on or before the Required Beginning
                           Date, the amount of the minimum distribution made in
                           the second Distribution Calendar Year shall be
                           treated as if it had been made in the immediately
                           preceding Distribution Calendar Year.

         (g)      REQUIRED BEGINNING DATE. As elected by the Employer in the
                  Adoption Agreement, the term Required Beginning Date shall
                  mean either:

                  (1)      The Required Beginning Date of a Participant is the
                           first day of April of the calendar year following the
                           calendar year in which the Participant attains age
                           70-1/2 (Pre-SBJPA RBD); or

                  (2) The Required Beginning Date of a Participant is the later
                  of the first day of April of the calendar year following the
                  calendar year in which the Participant attains age 70-1/2 or
                  retires, except that benefit distributions to a 5-Percent
                  Owner must commence by the first day of April of the calendar
                  year following the calendar year in which the Participant
                  attains age 70-1/2 (SBJPA RBD).

                  As elected by the Employer in the Adoption Agreement:

                  (1) The Pre-SBJPA RBD may be removed and replaced entirely by
                  the SBJPA RBD at any time elected by the Employer in the
                  Adoption Agreement, provided the date is a date after December
                  31, 1996, or

                  (2)      The Pre-SBJPA RBD may be replaced for any calendar
                           year, as elected by the Employer in the Adoption
                           Agreement, provided the calendar year is a calendar
                           year after 1998, or

                  (3)      The Pre-SBJPA RBD may be replaced for any calendar
                           year, as elected by the Employer in the Adoption
                           Agreement, provided the calendar year is a calendar
                           year after 1998. However, non-5% Owners may make an
                           irrevocable election to receive payments beginning
                           the

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                                      -57-

<PAGE>

                           April 1 following the calendar year in which they
                           attain age 70-1/2, or

                  (4)      The Pre-SBJPA RBD shall apply to all Employees, or

                  (5)      The Pre-SBJPA RBD shall apply to all Employees,
                  except that non-5% Owners who reach age 70-1/2 in any calendar
                  year after 1998 may defer their Required Beginning Date to
                  their SBJPA RBD.

3B.2     DISTRIBUTION REQUIREMENTS.

         (a)      Except as otherwise provided in Section 3C, Joint and Survivor
                  Annuity Requirements, the requirements of this Section 3B
                  shall apply to any distribution of a Participant's Accrued
                  Benefit and will take precedence over any inconsistent
                  provisions of this Plan. Unless otherwise specified, the
                  provisions of this Section apply to calendar years beginning
                  after December 31, 1984.

         (b)      All distributions required under this Section 3B shall be
                  determined and made in accordance with regulations under
                  section 401(a)(9), including the minimum distribution
                  incidental benefit requirement of regulations section
                  1.401(a)(9)-2.

                  A Participant's entire Vested Interest must be distributed or
                  begin to be distributed no later than the Participant's
                  Required Beginning Date.

         (c)      Limits on Distribution Periods. As of the first Distribution
                  Calendar Year, distributions, if not made in a single sum, may
                  only be made over one of the following periods (or a
                  combination thereof):

                  (1)      The life of the Participant;

                  (2)      The life of the Participant and a Designated
                           Beneficiary;

                  (3)      A period certain not extending beyond the Life
                           Expectancy of the Participant; or

                  (4)      A period certain not extending beyond the joint and
                           last survivor expectancy of the Participant and a
                           Designated Beneficiary.

         (d)      Determination of amount to be distributed each year. If the
                  Participant's Vested Interest is to be distributed in other
                  than a single sum, the following minimum distribution rules
                  shall apply on or after the Required Beginning Date:

                  (1)      If the Participant's entire Vested Interest is to be
                           distributed over (1) a period not extending beyond
                           the Life Expectancy of the Participant or the joint
                           life and last survivor expectancy of the Participant
                           and the Participant's Designated Beneficiary or (2) a
                           period not extending beyond the Life Expectancy of
                           the Designated Beneficiary, the amount required to be

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                                      -58-

<PAGE>

                           distributed for each calendar year, beginning with
                           distributions for the first Distribution Calendar
                           Year, must at least equal the quotient obtained by
                           dividing the Participant's benefit by the Applicable
                           Life Expectancy.

                  (2)      For calendar years beginning before January 1, 1989,
                           if the Participant's Spouse is not the Designated
                           Beneficiary, the method of distribution selected must
                           assure that at least 50% of the present value of the
                           amount available for distribution is paid within the
                           Life Expectancy of the Participant.

                  (3)      For calendar years beginning after December 31, 1988,
                           the amount to be distributed each year, beginning
                           with distributions for the first Distribution
                           Calendar Year, shall not be less than the quotient
                           obtained by dividing the Participant's benefit by the
                           lesser of (1) the Applicable Life Expectancy or (2)
                           if the Participant's Spouse is not the Designated
                           Beneficiary, the applicable divisor determined from
                           the table set forth in regulations section
                           1.401(a)(9)-2, Q&A-4. Distributions after the death
                           of the Participant shall be distributed using the
                           Applicable Life Expectancy in Section 3B.2(d)(1)
                           above, as the relevant divisor without regard to
                           regulations section 1.401(a)(9)-2.

                  (4)      The minimum distribution required for the
                           Participant's first Distribution Calendar Year must
                           be made on or before the Participant's Required
                           Beginning Date. The minimum distribution for other
                           calendar years, including the minimum distribution
                           for the Distribution Calendar Year in which the
                           Employee's Required Beginning Date occurs, must be
                           made on or before December 31 of that Distribution
                           Calendar Year.

         (e)      Other Forms. If the Participant's benefit is distributed in
                  the form of an Annuity purchased from an Insurance Company,
                  distributions thereunder shall be made in accordance with the
                  requirements of Code section 401(a)(9) and the regulations
                  thereunder.

3B.3     DEATH DISTRIBUTION PROVISIONS. Upon the death of the Participant, the
         following distribution provisions shall take effect:

         (a)      Distributions Beginning Before Death. If the Participant dies
                  after distribution of his entire Vested Interest has begun,
                  the remaining portion of such entire Vested Interest will
                  continue to be distributed at least as rapidly as under the
                  method of distribution being used prior to the Participant's
                  death.

         (b)      Distributions Beginning After Death. If the Participant dies
                  before distribution of his entire Vested Interest begins,
                  distribution of the Participant's entire Vested Interest shall
                  be completed by December 31 of the calendar

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                                      -59-

<PAGE>

                  year containing the fifth anniversary of the Participant's
                  death except to the extent that an election is made to receive
                  distributions in accordance with (1) or (2) below:

                  (1)      If any portion of the Participant's entire Vested
                           Interest is payable to a Designated Beneficiary,
                           distributions may be made over the Life Expectancy of
                           the Designated Beneficiary commencing on or before
                           December 31 of the calendar year immediately
                           following the calendar year in which the Participant
                           died;

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

                  If the Participant has not made an election pursuant to this
                  Section 3B.3(b) by the time of his or her death, the
                  Participant's Designated Beneficiary must elect the method of
                  distribution no later than the earlier of (1) December 31 of
                  the calendar year in which distributions would be required to
                  begin under this Section, or (2) December 31 of the calendar
                  year which contains the fifth anniversary of the Participant's
                  date of death. If the Participant has no Designated
                  Beneficiary, or if the Designated Beneficiary does not elect a
                  method of distribution, distribution of the Participant's
                  entire Vested Interest must be completed by December 31 of the
                  calendar year containing the fifth anniversary of the
                  Participant's death and will be paid in the form of a single
                  sum cash payment.

         (c)      For purposes of Section 3B.3(b) above, if the surviving Spouse
                  dies after the Participant, but before payments to such Spouse
                  begin, the provisions of this Section, with the exception of
                  paragraph (b)(2) therein, shall be applied as if the surviving
                  Spouse were the Participant.

         (d)      For purposes of this Section, distribution of a Participant's
                  entire Vested Interest pursuant to Section 3B.3(b) is
                  considered to begin on the Participant's Required Beginning
                  Date (or, if paragraph (c) above is applicable, the date
                  distribution is required to begin to the Surviving Spouse). If
                  distribution in the form of an Annuity irrevocably commences
                  to the Participant before the Required Beginning Date, the
                  date distribution is considered to begin is the date
                  distribution actually commences.

3B.4     TRANSITIONAL RULE.

         (a)      Notwithstanding the other requirements of this Section 3B and
                  subject to the requirements of Section 3C, Joint and Survivor
                  Annuity Requirements, distribution on behalf of any Employee,
                  including a 5-Percent Owner, may be made in

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                                      -60-

<PAGE>

                  accordance with all of the following requirements (regardless
                  of when such distribution commences):

                  (1)      The distribution by the Plan is one which would not
                           have disqualified such Plan under Code section
                           401(a)(9) as in effect prior to amendment by the
                           Deficit Reduction Act of 1984.

                  (2)      The distribution is in accordance with a method of
                           distribution designated by the Employee whose entire
                           Vested Interest in the Plan is being distributed or,
                           if the Employee is deceased, by a Beneficiary of such
                           Employee.

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

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

                  (5)      The method of distribution designated by the Employee
                           or the Beneficiary specifies the time at which
                           distribution will commence, the period over which
                           distributions will be made, and in the case of any
                           distribution upon the Employee's death, the
                           Beneficiaries of the Employee listed in order of
                           priority.

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

         (c)      For any distribution that commences before January 1, 1984,
                  but continues after December 31, 1983, the Employee or the
                  Beneficiary, to whom such distribution is being made, will be
                  presumed to have designated the method of distribution under
                  which the distribution is being made if the method of
                  distribution was specified in writing and the distribution
                  satisfies the requirements in subsections (a)(1) and (5).

         (d)      If a designation is revoked, any subsequent distribution must
                  satisfy the requirements of Code section 401(a)(9) and related
                  regulations. If a designation is revoked subsequent to the
                  date distributions are required to begin, the Plan must
                  distribute by the end of the calendar year following the
                  calendar year in which the revocation occurs the total amount
                  not yet distributed which would have been required to have
                  been distributed to satisfy Code section 401(a)(9) and related
                  regulations, except for the TEFRA section 242(b)(2) election.
                  For calendar years beginning after December 31, 1988, such
                  distributions must meet the minimum distribution incidental
                  benefit requirements in regulations section 1.401(a)(9)-2. Any
                  changes in the designation will be considered to be a
                  revocation of the designation. However, the mere substitution
                  or addition of another Beneficiary

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                                      -61-

<PAGE>

                  (one not named in the designation) under the designation will
                  not be considered to be a revocation of the designation, so
                  long as such substitution or addition does not alter the
                  period over which distributions are to be made under the
                  designation, directly or indirectly (for example, by altering
                  the relevant measuring life). In the case in which an amount
                  is transferred or rolled from one plan to another plan, the
                  rules in Q&A J-2 and Q&A J-3 of regulation section
                  1.401(a)(9)-1 shall apply.

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                                      -62-

<PAGE>

                   3C. JOINT AND SURVIVOR ANNUITY REQUIREMENTS

3C.1     APPLICABILITY. Except as provided in Section 3C.6, the provisions of
         this Section 3C shall apply to any Participant who is credited with at
         least one Hour of Service with the Employer on or after August 23,
         1984, and such other Participants as provided in Section 3C.7.

3C.2     DEFINITIONS.  The following definitions shall apply to this Section 3C.

         (a)      EARLIEST RETIREMENT AGE. The term Earliest Retirement Age
                  means the earliest date on which, under the Plan, the
                  Participant could elect to receive retirement benefits.

         (b)      ELECTION PERIOD. The term Election Period means the period
                  which begins on the first day of the Plan Year in which the
                  Participant attains age 35 and ends on the date of the
                  Participant's death. If a Participant separates from service
                  prior to the first day of the Plan Year in which he attains
                  age 35, with respect to the Vested Account Balance as of the
                  date of separation, the election period shall begin on the
                  date of separation.

                  Pre-age 35 waiver: A Participant who will not yet attain age
                  35 as of the end of any current Plan Year may make a special
                  Qualified Election to waive the Qualified Preretirement
                  Survivor Annuity for the period beginning on the date of such
                  election and ending on the first day of the Plan Year in which
                  the Participant will attain age 35. Such election shall not be
                  valid unless the Participant receives a written explanation of
                  the Qualified Preretirement Survivor Annuity in such terms as
                  are comparable to the explanation required under Section
                  3C.5(a). Except as provided in Section 3C.6, Qualified
                  Preretirement Survivor coverage will be automatically
                  reinstated as of the first day of the Plan Year in which the
                  Participant attains age 35. Any new waiver on or after such
                  date shall be subject to the full requirements of this Section
                  3C.

         (c)      QUALIFIED ELECTION. The term Qualified Election means a waiver
                  of a Qualified Joint and Survivor Annuity or a Qualified
                  Preretirement Survivor Annuity. Any waiver of a Qualified
                  Joint and Survivor Annuity or a Qualified Preretirement
                  Survivor Annuity shall not be effective unless: (a) the
                  Participant's Spouse consents in writing to the election; (b)
                  the election designates a specific Beneficiary, including any
                  class of beneficiaries or any contingent beneficiaries, which
                  may not be changed without spousal consent (or the Spouse
                  expressly permits designations by the Participant without any
                  further spousal consent); (c) the Spouse's consent
                  acknowledges the effect of the election; and (d) the Spouse's
                  consent is witnessed by a Plan representative or notary
                  public.

                  Additionally, a Participant's waiver of the Qualified Joint
                  and Survivor Annuity shall not be effective unless the
                  election designates a form of benefit payment which may not

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                  be changed without spousal consent (or the Spouse expressly
                  permits designations by the Participant without any further
                  spousal consent). If it is established to the satisfaction of
                  a Plan representative that there is no Spouse or that the
                  Spouse cannot be located, a waiver will be deemed a Qualified
                  Election.

                  Any consent by a Spouse obtained under this provision (or
                  establishment that the consent of a Spouse may not be
                  obtained) shall be effective only with respect to such Spouse.
                  A consent that permits designations by the Participant without
                  any requirement of further consent by such Spouse must
                  acknowledge that the Spouse has the right to limit consent to
                  a specific Beneficiary, and a specific form of benefit where
                  applicable, and that the Spouse voluntarily elects to
                  relinquish either or both of such rights. A revocation of a
                  prior waiver may be made by a Participant without the consent
                  of the Spouse at any time before the commencement of benefits.
                  The number of revocations shall not be limited. No consent
                  obtained under this provision shall be valid unless the
                  Participant has received notice as provided in Section 3C.5
                  below.

         (d)      QUALIFIED JOINT AND SURVIVOR ANNUITY. The term Qualified Joint
                  and Survivor Annuity means an immediate Annuity for the life
                  of the Participant with a survivor Annuity for the life of the
                  Spouse which is not less than 50 percent and not more than 100
                  percent of the amount of the Annuity which is payable during
                  the joint lives of the Participant and the Spouse and which is
                  the amount of benefit which can be purchased with the
                  Participant's Vested Account Balance. The percentage of the
                  survivor annuity under the Plan shall be 50 percent (unless a
                  different percentage is elected by the Participant).

         (e)      VESTED ACCOUNT BALANCE. The term Vested Account Balance means
                  the aggregate value of the Participant's vested account
                  balances derived from contributions made by both the
                  Participant and Employer, whether vested before or upon death,
                  including the proceeds of insurance contracts, if any, on the
                  Participant's life and Rollover Contributions. The provisions
                  of this Section 3C shall apply to a Participant who is vested
                  in amounts attributable to Employer contributions, Employee
                  Contributions (or both) made under this Plan at the time of
                  death or distribution.

3C.3     QUALIFIED JOINT AND SURVIVOR ANNUITY. Unless an optional form of
         benefit is selected pursuant to a Qualified Election within the 90-day
         period ending on the Annuity Starting Date, a married Participant's
         Vested Account Balance will be paid in the form of a Qualified Joint
         and Survivor Annuity and an unmarried Participant's Vested Account
         Balance will be paid in the form of a Life Annuity. The Participant may
         elect to have such Annuity distributed upon attainment of the Earliest
         Retirement Age under the Plan.

3C.4     QUALIFIED PRERETIREMENT SURVIVOR ANNUITY. Unless an optional form of
         benefit has been selected within the Election Period

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         pursuant to a Qualified Election, if a Participant dies before the
         Annuity Starting Date, then no less than 50 percent (or 100 percent if
         so elected in the Adoption Agreement) of the Participant's Vested
         Account Balance shall be applied toward the purchase of an Annuity for
         the life of the surviving Spouse. If less than 100 percent is selected,
         then the remaining portion of the Vested Account Balance shall be paid
         to the Participant's Beneficiary. If less than 100 percent of the
         Vested Account Balance is paid to the surviving Spouse, the amount of
         Employee Contributions allocated to the surviving Spouse will be in the
         same proportion as the Employee Contributions bears to the total Vested
         Account Balance of the Participant. The surviving Spouse may elect to
         have such Annuity distributed within a reasonable period after the
         Participant's death.

3C.5     NOTICE REQUIREMENTS.

         (a)      In the case of a Qualified Joint and Survivor Annuity, the
                  Plan Administrator shall no less than 30 days and no more than
                  90 days prior to the Annuity Starting Date provide each
                  Participant with a written explanation of: (i) the terms and
                  conditions of a Qualified Joint and Survivor Annuity; (ii) the
                  Participant's right to make and the effect of an election to
                  waive the Qualified Joint and Survivor Annuity form of
                  benefit; (iii) the rights of a Participant's Spouse; and (iv)
                  the right to make, and the effect of, a revocation of a
                  previous election to waive the Qualified Joint and Survivor
                  Annuity.

                  The Annuity Starting Date for a distribution in a form other
                  than a Qualified Joint and Survivor Annuity may be less than
                  30 days after receipt of the written explanation described in
                  the preceding paragraph provided: (i) the Participant has been
                  provided with information that clearly indicates that the
                  Participant has at least 30 days to consider whether to waive
                  the Qualified Joint and Survivor Annuity, (ii) the Participant
                  is permitted to revoke any affirmative distribution election
                  at least until the Annuity Starting Date, or, if later, at any
                  time prior to the expiration of the 7-day period that begins
                  the day after the explanation of the Qualified Joint and
                  Survivor Annuity is provided to the Participant; and (iii) the
                  Annuity Starting Date is a date after the date the written
                  explanation was provided to the Participant.

                  For distributions on or after December 31, 1996, the Annuity
                  Starting Date may be a date prior to the date the written
                  explanation is provided to the Participant if the distribution
                  does not commence until at least 30 days after such written
                  explanation is provided. The 30-day period may be waived
                  providing the provisions of the preceding paragraph are met.

         (b)      In the case of a Qualified Preretirement Survivor Annuity, the
                  Plan Administrator shall provide each Participant within the
                  applicable period (described in subsection (c) below) for such
                  Participant a written explanation of the Qualified
                  Preretirement Survivor Annuity in such terms and in such
                  manner as would be comparable to the explanation provided

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<PAGE>

                  for meeting the requirements of Section 3C.5(a) applicable to
                  a Qualified Joint and Survivor Annuity.

         (c)      The "applicable period" for a Participant is whichever of the
                  following periods ends last: (i) the period beginning with the
                  first day of the Plan Year in which the Participant attains
                  age 32 and ending with the close of the Plan Year preceding
                  the Plan Year in which the Participant attains age 35; (ii) a
                  reasonable period ending after the individual becomes a
                  Participant; (iii) a reasonable period ending after the
                  Qualified Joint and Survivor Annuity is no longer fully
                  subsidized; (iv) a reasonable period ending after this Section
                  3C first applies to the Participant. Notwithstanding the
                  foregoing, notice must be provided within a reasonable period
                  ending after separation from Service before attaining age 35.

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

         (d)      Notwithstanding the other requirements of this Section, the
                  respective notices prescribed by this Section need not be
                  given to a Participant if (1) the Plan "fully subsidizes" the
                  costs of a Qualified Joint and Survivor Annuity or Qualified
                  Preretirement Survivor Annuity, and (2) the Plan does not
                  allow the Participant to waive the Qualified Joint and
                  Survivor Annuity or Qualified Preretirement Survivor Annuity
                  and does not allow a married Participant to designate a
                  nonspouse Beneficiary. For purposes of this Section 3C.5(d), a
                  Plan fully subsidizes the costs of a benefit if no increase in
                  cost or decrease in benefits to the Participant may result
                  from the Participant's failure to elect another benefit.

3C.6     SAFE HARBOR RULES.

         (a)      This Section shall apply to a Participant in a profit sharing
                  plan, and to any distribution made on or after the first day
                  of the first Plan Year beginning after December 31, 1988, from
                  or under a separate account attributable solely to accumulated
                  QVEC Contributions (as described in Section 3A.1), and
                  maintained on behalf of a Participant in a money purchase
                  pension plan (including a target benefit plan), if the
                  following conditions are met: (1) the Participant does not or
                  cannot elect payments in the form of a Life Annuity; and (2)
                  the Plan provides that upon the death of a Participant, the
                  Participant's Vested Account Balance will be paid to the
                  Participant's surviving Spouse,

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                  but if there is no surviving Spouse, or if the surviving
                  Spouse has consented in a manner conforming to a Qualified
                  Election, then to the Participant's designated Beneficiary.

         (b)      The surviving Spouse may elect to have distribution of the
                  Vested Account Balance commence within the 90-day period
                  following the date of the Participant's death. The account
                  balance shall be adjusted for gains or losses occurring after
                  the Participant's death in accordance with the provisions of
                  the Plan governing the adjustment of account balances for
                  other types of distributions.

         (c)      The Participant may waive the spousal death benefit described
                  in this Section 3C.6 at any time provided that no such waiver
                  shall be effective unless it satisfies the conditions of
                  Section 3C.2(c) (other than the notification requirement
                  referred to therein) that would apply to the Participant's
                  waiver of the Qualified Preretirement Survivor Annuity.

         (d)      If this Section 3C.6 is operative, then the other provisions
                  of this Section 3C, other than Section 3C.7, shall be
                  inoperative, except to the extent the Employer elects to apply
                  those provisions to loans, withdrawals, or distributions by
                  making the appropriate elections in the Adoption Agreement.

                  This Section 3C.6 shall not be operative with respect to a
                  Participant in a profit sharing plan if the plan is a direct
                  or indirect transferee of a defined benefit plan, money
                  purchase plan, a target benefit plan, stock bonus, or profit
                  sharing plan that is subject to the survivor annuity
                  requirements of Code sections 401(a)(11) and 417.

         (e)      For purposes of this Section 3C.6, the term Vested Account
                  Balance shall mean, in the case of a money purchase pension
                  plan or a target benefit plan, the Participant's separate
                  account balance attributable solely to accumulated QVEC
                  Contributions (as described in Section 3A.1). In the case of a
                  profit sharing plan, the term Vested Account Balance shall
                  have the same meaning as provided in Section 3C.2(e).

3C.7     TRANSITIONAL RULES.

         (a)      Any living Participant not receiving benefits on August 23,
                  1984, who would otherwise not receive the benefits prescribed
                  by the previous Sections of this Section 3C must be given the
                  opportunity to elect to have the prior Sections of this
                  Section 3C apply if such Participant is credited with at least
                  one Hour of Service under this Plan or a predecessor plan in a
                  Plan Year beginning on or after January 1, 1976, and such
                  Participant had at least 10 years of vesting Service when he
                  separated from Service.

         (b)      Any living Participant not receiving benefits on August 23,
                  1984, who was credited with at least one Hour of Service under
                  this Plan or a predecessor plan on or after September 2, 1974,
                  and who is not otherwise credited with any Service in a Plan
                  Year beginning on or after January 1, 1976, must

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<PAGE>

                  be given the opportunity to have his benefits paid in
                  accordance with Section 3C.7(d).

         (c)      The respective opportunities to elect (as described in
                  Sections 3C.7(a) and 3C.7(b) above) must be afforded to the
                  appropriate Participants during the period commencing on
                  August 23, 1984, and ending on the date benefits would
                  otherwise commence to said Participants.

         (d)      Any Participant who has elected pursuant to Section 3C.7(b),
                  and any Participant who does not elect under Section 3C.7(a),
                  or who meets the requirements of Section 3C.7(a), except that
                  such Participant does not have at least 10 years of vesting
                  Service when he separates from Service, shall have his
                  benefits distributed in accordance with all of the following
                  requirements if benefits would have been payable in the form
                  of a Life Annuity:

                  (1)      Automatic Joint and Survivor Annuity. If benefits in
                           the form of a Life Annuity become payable to a
                           married Participant who:

                           (A)      Begins to receive payments under the Plan on
                                    or after Normal Retirement Age; or

                           (B)      Dies on or after Normal Retirement Age while
                                    still working for the Employer; or

                           (C)      Begins to receive payments on or after the
                                    Qualified Early Retirement Age; or

                           (D)      Separates from Service on or after attaining
                                    Normal Retirement Age (or the Qualified
                                    Early Retirement Age) and after satisfying
                                    the eligibility requirements for the payment
                                    of benefits under the Plan and thereafter
                                    dies before beginning to receive such
                                    benefits;

                           then such benefits will be received under this Plan
                           in the form of a Qualified Joint and Survivor
                           Annuity, unless the Participant has elected otherwise
                           during the Election Period. The Election Period must
                           begin at least 6 months before the Participant
                           attains Qualified Early Retirement Age and end not
                           more than 90 days before the commencement of
                           benefits. Any election hereunder will be in writing
                           and may be changed by the Participant at any time.

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

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                  on the later of (1) the 90th day before the Participant
                  attains the Qualified Early Retirement Age, or (2) the date on
                  which participation begins, and ends on the date the
                  Participant terminates employment.

                  (3)      For purposes of this Section 3C.7(d):

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

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

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

                                    (iii)   The date the Participant begins
                                            participation.

                           (B)      Qualified Joint and Survivor Annuity is an
                                    Annuity for the life of the Participant with
                                    a survivor Annuity for the life of the
                                    Spouse as described in Section 3C.2(d).

                          3D. TERMINATION OF EMPLOYMENT

3D.1     DISTRIBUTION. A Participant who terminates employment shall be entitled
         to receive a distribution of his entire Vested Interest. Such
         distribution shall be further subject to the terms and conditions of
         Section 3C. The method used, as elected by the Employer in the Adoption
         Agreement, is one of the following:

         (a)      Immediate (Cash-Out Method).

                  If at the time of his Termination of Employment the
                  Participant is not 100% vested and does not take a
                  distribution from the portion of his Vested Interest that is
                  attributable to contributions made by the Employer, the
                  non-vested portion of his Participant's Account will become a
                  Forfeiture upon the date such terminated Participant incurs 5
                  consecutive 1-Year Breaks-in-Service.

                  However, if at the time of his Termination of Employment the
                  Participant is not 100% vested and does take a distribution
                  from the portion of his Vested Interest that is attributable
                  to contributions made by the Employer, or if the Participant
                  is 0% vested, the non-vested portion of his Participant's
                  Account will become a Forfeiture immediately upon the
                  Participant's Termination of Employment date.

                  If a Participant whose non-vested portion of his Participant's
                  Account became a Forfeiture in accordance with the terms of
                  the preceding paragraph is later rehired by the Employer and
                  re-enrolls in the Plan before incurring 5 consecutive 1-Year
                  Breaks-in-Service, then the amount of the Forfeiture shall be
                  restored to the Participant's Account by

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<PAGE>

                  the Employer in accordance with the repayment provision
                  elected by the Employer in the Adoption Agreement and
                  described in Section 3D.2.

         (b)      1-Year Break-in-Service (Cash-Out Method).

                  If at the time of his Termination of Employment the
                  Participant is not 100% vested and does not take a
                  distribution from the portion of his Vested Interest that is
                  attributable to contributions made by the Employer, the
                  non-vested portion of his Participant's Account will become a
                  Forfeiture upon the date such terminated Participant incurs 5
                  consecutive 1-Year Breaks-in-Service.

                  However, if at the time of his Termination of Employment the
                  Participant is not 100% vested and does take a distribution
                  from the portion of his Vested Interest that is attributable
                  to contributions made by the Employer, or if the Participant
                  is 0% vested, the non-vested portion of his Participant's
                  Account will become a Forfeiture upon the date such terminated
                  Participant incurs a 1-Year Break-in-Service.

                  If a terminated Participant, whose non-vested portion of his
                  Participant's Account became a Forfeiture in accordance with
                  the terms of the preceding paragraph, is later rehired by the
                  Employer and re-enrolls in the Plan before incurring 5
                  consecutive 1-Year Breaks-in-Service, then the amount of the
                  Forfeiture shall be restored to the Participant's Account by
                  the Employer in accordance with the repayment provision
                  elected by the Employer in the Adoption Agreement and
                  described in Section 3D.2.

         (c)      5 Consecutive 1-Year Breaks-in-Service.

                  If at the time of his Termination of Employment the
                  Participant is not 100% vested, the non-vested portion of his
                  Participant's Account will become a Forfeiture upon the date
                  the terminated Participant incurs 5 consecutive 1-Year
                  Breaks-in-Service.

3D.2     REPAYMENT OF PRIOR DISTRIBUTION

         If a terminated Participant is later rehired by the Employer and
         re-enrolls in the Plan, the following Optional Payback or Required
         Payback provisions, as elected by the Employer in the Adoption
         Agreement, will apply:

         (a)      Optional Payback:

                  (1)      If the Participant was 0% vested at his Termination
                           of Employment and did not incur 5 consecutive 1-Year
                           Breaks-in-Service after such date, the amount which
                           became a Forfeiture, if any, shall be restored by the
                           Employer at the time such Participant re-enrolls in
                           the Plan.

                  (2)      If the Participant was vested but not 100% vested at
                           his Termination of Employment and did not incur 5

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<PAGE>

                           consecutive 1-Year Breaks-in-Service after such date,
                           the amount which became a Forfeiture, if any, shall
                           be restored by the Employer at the time such
                           Participant re-enrolls in the Plan. In addition, the
                           Participant may repay the full amount of the
                           distribution attributable to Employer contributions,
                           if any, made at his Termination of Employment. Such
                           repayment of Employer contributions, however, must be
                           made before the Participant has incurred 5
                           consecutive 1-Year Breaks-in-Service following the
                           date he received the distribution or five years after
                           the Participant is rehired by the Employer, whichever
                           is earlier.

                  (3)      If the Participant had incurred 5 consecutive 1-Year
                           Breaks-in-Service after his termination of
                           Employment, the amount of the Participant's Account
                           that became a Forfeiture shall remain a Forfeiture
                           and such Participant shall be prohibited from
                           repaying a distribution made at his Termination of
                           Employment.

         (b)      Required Payback:

                  (1)      If the Participant was 0% vested at his Termination
                           of Employment and did not incur 5 consecutive 1-Year
                           Breaks-in-Service after such date, the amount which
                           became a Forfeiture, if any, shall be restored by the
                           Employer at the time such Participant re-enrolls in
                           the Plan.

                  (2)      If the Participant was vested but not 100% vested at
                           his Termination of Employment and did not incur 5
                           consecutive 1-Year Breaks-in-Service after such date,
                           the Participant shall be required to repay the full
                           amount of the distribution attributable to Employer
                           contributions, if any, made at his Termination of
                           Employment. Such repayment of Employer contributions,
                           however, must be made before the Participant has
                           incurred 5 consecutive 1-Year Breaks-in-Service
                           following the date he received the distribution or
                           five years after the Participant is rehired by the
                           Employer, whichever is earlier. When the Participant
                           makes such repayment, the amount which became a
                           Forfeiture, if any, shall be restored by the Employer
                           at the same time such repayment is made. However, if
                           the Participant does not repay the distribution made
                           in accordance with this Section 3D within the period
                           of time specified above, that Forfeiture shall remain
                           a Forfeiture.

                  (3)      If the Participant had incurred 5 consecutive 1-Year
                           Breaks-in-Service after his Termination of
                           Employment, the amount of the Participant's Account
                           that became a Forfeiture shall remain a Forfeiture
                           and such Participant shall be prohibited from
                           repaying the distribution made at his Termination of
                           Employment.

3D.3     LIFE INSURANCE POLICY. If all or any portion of the value of any Life
         Insurance Policy on the Participant's life will become a

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<PAGE>

         Forfeiture, the Participant shall have the right to buy such policy
         from the Trustee for the then value of such policy less the value of
         any Vested Interest therein, within 30 days after written notice from
         the Trustee is mailed to his last known address.

3D.4     NO FURTHER RIGHTS OR INTEREST. A Participant shall have no further
         interest in or any rights to any portion of his Participant's Account
         that becomes a Forfeiture due to his Termination of Employment once the
         Participant incurs 5 consecutive 1-Year Breaks-in-Service in accordance
         with Section 2A.4.

3D.5     FORFEITURE. Any Forfeiture arising in accordance with the provisions of
         Section 3D.1 shall be treated as follows:

         Any amount of Forfeitures shall be used in accordance with (a) or (b)
         below, in the manner set forth in Section 2C.

         (a)      Reallocation. Forfeitures shall be allocated in accordance
                  with the allocation formula of the contributions from which
                  they arose.

         (b)      Employer Credit and Reallocation of Remainder. Forfeitures
                  shall first be used to reduce and in lieu of the Employer
                  contribution next due under Section 2C, or to pay Plan
                  expenses, at the earliest opportunity after such Forfeiture
                  becomes available. Any Forfeitures remaining following use as
                  an Employer credit shall be allocated in accordance with the
                  allocation formula of the contributions from which they arose.

         Notwithstanding anything above to the contrary, if Forfeitures are
         generated immediately or upon the occurrence of a 1-Year
         Break-in-Service, and a former Participant returns to employment with
         the Employer after Forfeitures are generated but prior to the
         occurrence of 5 consecutive 1-Year Breaks-in-Service, Forfeitures, if
         any, will first be used to make whole the nonvested account of such
         Participant, equal to the value of the nonvested account at the time
         the Participant terminated employment with the Employer in accordance
         with the applicable provisions of Section 3D.2. In the event that the
         available Forfeitures are not sufficient to make whole the nonvested
         account, the Employer will make an additional contribution sufficient
         to make the nonvested account whole.

3D.6     LOST PARTICIPANT. If a benefit is forfeited because the Participant or
         Beneficiary cannot be found, as discussed in Section 5D.7, such benefit
         will be reinstated if a claim is made by the Participant or
         Beneficiary.

3D.7     DEFERRAL OF DISTRIBUTION. If elected by the Employer, and as discussed
         in Section 3A.1, a Participant who terminates employment and does not
         consent to an immediate distribution shall have his distribution
         deferred (and may be responsible for all reasonable fees and expenses
         associated with maintaining his account in a deferred status, as
         permitted by ERISA).

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                                      -72-

<PAGE>

                                 3E. WITHDRAWALS

3E.1     WITHDRAWAL - EMPLOYEE CONTRIBUTIONS.

         (a)      Required Employee Contributions. If the Employer has elected
                  in its Adoption Agreement to allow for a withdrawal of
                  Required Employee Contributions and earnings thereon, then a
                  Participant may elect to withdraw from his Participant's
                  Account an amount equal to any whole percentage (not exceeding
                  100%) of his entire Vested Interest in his Participant's
                  Account attributable to Required Employee Contributions plus
                  any income and minus any loss thereon. On the date the
                  election becomes effective, the Participant shall be suspended
                  from making any further contributions to the Plan, and from
                  having any Matching Contributions made on his behalf for a
                  period, as elected by the Employer in its Adoption Agreement.

         (b)      Voluntary Employee Contributions. If the Employer has elected
                  in its Adoption Agreement to allow for withdrawal of Voluntary
                  Employee Contributions and earnings thereon, then a
                  Participant may elect to withdraw from his Participant's
                  Account an amount which is equal to any whole percentage (not
                  exceeding 100%) of the entire Vested Interest in his
                  Participant's Account attributable to Voluntary Employee
                  Contributions plus any income and minus any loss thereon.

         (c)      Prior Required Employee Contributions. If the Employer has
                  elected in its Adoption Agreement to allow for a withdrawal of
                  Prior Required Employee Contributions and earnings thereon,
                  then a Participant may elect to withdraw from his
                  Participant's Account an amount equal to any whole percentage
                  (not exceeding 100%) of his entire Vested Interest in his
                  Participant's Account attributable to Prior Required Employee
                  Contributions plus any income and minus any loss thereon.

         (d)      Prior Voluntary Employee Contributions. If the Employer has
                  elected in its Adoption Agreement to allow for withdrawal of
                  Prior Voluntary Employee Contributions and earnings thereon,
                  then a Participant may elect to withdraw from his
                  Participant's Account an amount which is equal to any whole
                  percentage (not exceeding 100%) of the entire Vested Interest
                  in his Participant's Account attributable to Prior Voluntary
                  Employee Contributions plus any income and minus any loss
                  thereon.

         If a Participant elects a withdrawal under the provisions of this
         Section, he may not elect another withdrawal under this Section for an
         additional period specified by the Employer in its Adoption Agreement.

         The Participant shall notify the Plan Administrator in writing of his
         election to make a withdrawal under this Section. Any such election
         shall be effective as of the date specified in such notice, which date
         must be at least 15 days after notice is filed.

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<PAGE>

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

3E.2     WITHDRAWAL - ELECTIVE DEFERRAL CONTRIBUTIONS. If the Participant has
         attained age 59-1/2, and if selected by the Employer in its Adoption
         Agreement, the Participant may elect to withdraw from his Participant's
         Account an amount which is equal to any whole percentage (not exceeding
         100%) of his Vested Interest in his Participant's Account attributable
         to his Elective Deferral Contributions and earnings thereon.

         The Participant shall notify the Plan Administrator in writing of his
         election to make a withdrawal under this Section. Any such election
         shall be effective as of the date specified in such notice, which date
         must be at least 15 days after notice is filed.

3E.3     WITHDRAWAL - QUALIFIED MATCHING CONTRIBUTIONS. If the Participant has
         attained age 59-1/2, and if selected by the Employer in its Adoption
         Agreement, the Participant may elect to withdraw from his Participant's
         Account an amount which is equal to any whole percentage (not exceeding
         100%) of his Vested Interest in his Participant's Account attributable
         to his Qualified Matching Contributions and earnings thereon.

         The Participant shall notify the Plan Administrator in writing of his
         election to make a withdrawal under this Section. Any such election
         shall be effective as of the date specified in such notice, which date
         must be at least 15 days after notice is filed.

3E.4     WITHDRAWAL - QUALIFIED NONELECTIVE CONTRIBUTIONS. If the Participant
         has attained age 59-1/2, and if selected by the Employer in its
         Adoption Agreement, the Participant may elect to withdraw from his
         Participant's Account an amount which is equal to any whole percentage
         (not exceeding 100%) of his Vested Interest in his Participant's
         Account attributable to his Qualified Nonelective Deferral
         Contributions and earnings thereon.

         The Participant shall notify the Plan Administrator in writing of his
         election to make a withdrawal under this Section. Any such election
         shall be effective as of the date specified in such notice, which date
         must be at least 15 days after notice is filed.

3E.5     WITHDRAWAL - SAFE HARBOR 401(k) ELECTIVE DEFERRAL CONTRIBUTIONS AND ADP
         TEST SAFE HARBOR CONTRIBUTIONS . If the Participant has attained age
         59-1/2, and if selected by the Employer in its Adoption Agreement, the
         Participant may elect to withdraw from his Participant's Account an
         amount which is equal to any whole percentage (not exceeding 100%) of
         his Vested Interest in his Participant's Account attributable to his
         Safe Harbor 401(k) Elective Deferral Contributions and ADP Test Safe
         Harbor Contributions.

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         If the Employer has selected in its Adoption Agreement, a distribution
         may be made to a Participant on account of Serious Financial Hardship
         from his Participant's Account an amount which is equal to any whole
         percentage (not exceeding 100%) of his Vested Interest in his
         Participant's Account attributable to his Safe Harbor 401(k) Elective
         Deferral Contributions. Serious Financial Hardship withdrawals of Safe
         Harbor 401(k) Elective Deferral Contributions shall be subject to the
         provisions of subparagraphs (a) and (b) of Section 3E.8 of the Plan.

         The Participant shall notify the Plan Administrator in writing of his
         election to make a withdrawal under this Section. Any such election
         shall be effective as of the date specified in such notice, which date
         must be at least 15 days after notice is filed.

3E.6     WITHDRAWAL - EMPLOYER CONTRIBUTIONS. If the Employer has specified in
         its Adoption Agreement that withdrawals of Matching Contributions,
         Nonelective Contributions, Prior Employer Contributions, or ACP Test
         Safe Harbor Contribution, if applicable, are permitted, a Participant,
         who has been a Participant for at least 60 consecutive months, may
         elect to withdraw from his Participant's Account an amount equal to a
         whole percentage (not to exceed 100%) of his Vested Interest in his
         Participant's Account attributable to Matching Contributions (and
         reallocated Forfeitures, if applicable), Nonelective Contributions,
         (and reallocated Forfeitures, if applicable), or Prior Employer
         Contributions (and reallocated Forfeitures, if applicable), along with
         earnings. On the date the election becomes effective, the Participant
         may be suspended from making Employee Contributions and Elective
         Deferral Contributions, if any, and from having Employer contributions
         made on his behalf for a period of time, as selected by the Employer in
         its Adoption Agreement. This suspension provision shall only apply to
         non-standardized plans. In lieu of or in addition to the 60-months of
         participation requirement, the Employer may specify in the Adoption
         Agreement that withdrawal of Employer contributions, to the extent
         vested, shall be available upon or following the attainment of age
         59-1/2.

         In lieu of, or in addition to the 60 consecutive months of
         participation or attainment of age 59-1/2 requirements in the preceding
         paragraph, the Employer may specify in the Adoption Agreement that
         withdrawals of Employer Contributions to the extent vested shall be
         available after a contribution has accumulated under the Plan for a
         fixed number of years (not to be less than 2 years) as elected by the
         Employer in the Adoption Agreement. This provision shall apply
         separately and independently to each separate contribution made by the
         Employer.

         In the event a Participant's suspension period occurs during a year (or
         years) when no Employer contributions are made, such suspension shall
         be taken into account when the next Employer contribution(s) is made.

         The Participant shall notify the Plan Administrator in writing of his
         election to make a withdrawal under this Section. Any such election
         shall be effective as of the date specified in such

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         notice, which date must be at least 15 days after notice is filed.

3E.7     WITHDRAWAL FOR SERIOUS FINANCIAL HARDSHIP OF CONTRIBUTIONS OTHER THAN
         ELECTIVE DEFERRAL CONTRIBUTIONS. Except as provided in Sections 7B.1
         and 7B.7(e), if the Plan is a profit sharing plan or a thrift plan, and
         if the Employer has elected in its Adoption Agreement to permit
         withdrawals due to the occurrence of events that constitute Serious
         Financial Hardships to a Participant, such Participant may withdraw all
         or a portion of his Vested Interest (excluding Elective Deferral
         Contributions, Qualified Nonelective Contributions, Qualified Matching
         Contributions, and earnings on these contributions). Such Serious
         Financial Hardship must be shown by positive evidence submitted to the
         Plan Administrator that the hardship is of sufficient magnitude to
         impair the Participant's financial security. Withdrawals shall be
         determined in a consistent and nondiscriminatory manner, and shall not
         affect the Participant's rights under the Plan to make additional
         withdrawals or to continue to be a Participant.

3E.8     WITHDRAWAL FOR SERIOUS FINANCIAL HARDSHIP OF ELECTIVE DEFERRAL
         CONTRIBUTIONS. If the Employer has selected in its Adoption Agreement,
         a distribution may be made on account of Serious Financial Hardship if
         subparagraphs (a) and (b) of this Section are satisfied. The funds
         available for withdrawal shall be the portion of a Participant's
         Account attributable to Elective Deferral Contributions, including any
         earnings credited to such contributions as of the later of December 31,
         1998, and the end of the last Plan Year ending before July 1, 1989
         ("pre-1989 earnings"), and if applicable, Qualified Matching
         Contributions credited to the Participant's Account as of the later of
         December 31, 1998, and the end of the last Plan Year ending before July
         1, 1989, Qualified Nonelective Contributions credited to the
         Participant's Account as of the later of December 31, 1998, and the end
         of the last Plan Year ending before July 1, 1989, and any pre-1989
         earnings attributable to Qualified Matching Contributions, or Qualified
         Nonelective Contributions. Qualified Matching Contributions credited to
         the Participant's Account after the end of the last Plan Year ending
         before July 1, 1989, Qualified Nonelective Contributions credited to
         the Participant's Account after the end of the last Plan Year ending
         before July 1, 1989, and earnings on Elective Deferral Contributions,
         Qualified Matching Contributions, and Qualified Nonelective
         Contributions credited after the end of the last Plan Year ending
         before July 1, 1989 shall not be eligible for withdrawal under this
         Section. For purposes of this Section, a distribution may be made on
         account of a hardship only if the distribution is made on account of an
         immediate and heavy financial need of the Employee where such Employee
         lacks other available resources. Hardship distributions are subject to
         the spousal consent requirements contained in sections 401(a)(11) and
         417 of the Code.

         (a)      The following are the only financial needs considered
                  immediate and heavy for purposes of this Section:

                  (i)      Expenses for medical care described in Code section
                           213(d) previously incurred by the Employee, the
                           Employee's Spouse, or any dependents of the Employee

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                           (as defined in Code section 152) or necessary for
                           these persons to obtain medical care described in
                           Code section 213(d);

                  (ii)     Costs directly related to the purchase of a principal
                           residence for the Employee (excluding mortgage
                           payments);

                  (iii)    Payments necessary to prevent the eviction of the
                           Employee from the Employee's principal residence or
                           foreclosure on the mortgage on that residence; or

                  (iv)     Tuition payments, related educational fees and
                           amounts distributed for the payment of room-and-board
                           expenses for the next 12 months of post-secondary
                           education for the Employee, his or her Spouse, or any
                           of his or her dependents.

         (b)      To the extent the amount of distribution requested does not
                  exceed the amount required to relieve the Participant's
                  financial need, such distribution will be considered as
                  necessary to satisfy an immediate and heavy financial need of
                  the Employee only if:

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

                  (ii)     All plans maintained by the Employer provide that the
                           Employee's Elective Deferral Contributions and if
                           applicable, Employee Contributions, will be suspended
                           for 12 months after the receipt of the hardship
                           distribution;

                  (iii)    The distribution is not in excess of the amount of
                           the 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

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

3E.9     WITHDRAWAL - QVEC CONTRIBUTIONS AND ROLLOVER CONTRIBUTIONS. If selected
         by the Employer in its Adoption Agreement, a Participant may elect to
         withdraw from his Participant's Account as often during each Plan Year
         as elected by the Employer in the Adoption Agreement, any amount up to
         100% of his entire Vested Interest in his Participant's Account
         attributable to his QVEC Contributions or Rollover Contributions along
         with earnings thereon.

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         The Participant shall notify the Plan Administrator in writing of his
         election to make a withdrawal under this Section. Any such election
         shall be effective as of the date specified in such notice, which date
         must be at least 15 days after notice is filed.

3E.10    NOTIFICATION. The Participant shall notify the Plan Administrator in
         writing of his election to make a withdrawal under Section 3E. Any such
         election shall be effective as of the date specified in such notice,
         which date must be at least 15 days after such notice is filed. Payment
         of the withdrawal shall be subject to the terms and conditions of
         Section 3A. All withdrawals made under the provisions of Section 3E
         shall be subject to the spousal consent requirements of Section 3C, as
         applicable.

3E.11    VESTING CONTINUATION. In the event a partially vested Participant takes
         a withdrawal of less than 100% of his Vested Interest in accordance
         with Section 3E.6 or 3E.7, or 3E.8, the remaining portion of his
         Participant's Account attributable to Employer contributions shall vest
         according to the formula as set forth in Section 1.76.

3E.12    WITHDRAWAL - PARTICIPANT'S EMPLOYER STOCK ACCOUNT. The ability of a
         Participant who is subject to the reporting requirements of section
         16(a) of the Securities Exchange Act of 1934 (the "Act") to make
         withdrawals or investment changes involving the Participant's Employer
         Stock Account may be restricted by the Plan Administrator to comply
         with the rules under section 16(b) of the Act.

                              3F. DIRECT ROLLOVERS

3F.1     DEFINITIONS

         (a)      DIRECT ROLLOVER. The term Direct Rollover means a payment by
                  the Plan to the Eligible Retirement Plan specified by the
                  Distributee.

         (b)      DISTRIBUTEE. The term Distributee means an Employee or former
                  Employee. In addition, the Employee's or former Employee's
                  surviving Spouse and the Employee's or former Employee's
                  Spouse who is the Alternate Payee under a QDRO, are
                  Distributees with regard to the interest of the Spouse or
                  former Spouse.

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         (c)      ELIGIBLE RETIREMENT PLAN. The term 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 plan described in Code section 401(a),
                  that accepts the Distributee's Eligible Rollover Distribution.
                  However, in the case of an Eligible Rollover Distribution to
                  the surviving Spouse, an Eligible Retirement Plan is an
                  individual retirement account or an individual retirement
                  annuity.

         (d)      ELIGIBLE ROLLOVER DISTRIBUTION. The term 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: 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; any distribution to the extent
                  such distribution is required under Code section 401(a)(9);
                  and 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); and any other distribution(s) that is reasonably
                  expected to total less than $200 during a year. In addition,
                  unless the Employer elects some other effective date within
                  its' Plan's 1999 Plan Year, effective May 1, 1999, an Eligible
                  Rollover Distribution shall not include any distribution of
                  Elective Deferral Contribution made due to a Serious Financial
                  Hardship withdrawal.

3F.2     DIRECT ROLLOVERS. This Section applies to distributions made on or
         after January 1, 1993. Notwithstanding any provision of the Plan to the
         contrary that would otherwise limit a Distributee's election under this
         Section, a Distributee may elect, at the time and in the manner
         prescribed by the Plan Administrator, to have any portion of an
         Eligible Rollover Distribution that is equal to at least $500 paid
         directly to an Eligible Retirement Plan specified by the Distributee in
         a Direct Rollover.

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<PAGE>

                 ARTICLE IV - LEGAL LIMITATIONS ON CONTRIBUTIONS

                           4A. NONDISCRIMINATION TESTS

4A.1     DEFINITIONS.

         (a)      ACTUAL CONTRIBUTION PERCENTAGE. The term Actual Contribution
                  Percentage (ACP) means the average of the Actual Contribution
                  Ratios of the Eligible Participants in a group.

         (b)      ACTUAL CONTRIBUTION RATIO. The term Actual Contribution Ratio
                  means the ratio (expressed as a percentage) of a Participant's
                  Contribution Percentage Amounts to that Participant's
                  Compensation for the Plan Year (whether or not the Employee
                  was a Participant for the entire Plan Year).

                  The Actual Contribution Percentage for an Employee who is
                  eligible to be a Participant but fails to make Employee
                  Contributions, receive Matching Contributions, or receive
                  Qualified Matching Contributions or Qualified Nonelective
                  Contributions (to the extent not taken into account for the
                  ADP Test) shall be zero.

         (c)      ACTUAL DEFERRAL PERCENTAGE. The term Actual Deferral
                  Percentage (ADP) means the average of the Actual Deferral
                  Ratios for a specified group of Participants.

         (d)      ACTUAL DEFERRAL RATIO. The term Actual Deferral Ratio means
                  the ratio (expressed as a percentage) of a Participant's
                  Deferral Percentage Amounts to that Participant's Compensation
                  for such Plan Year. The Actual Deferral Ratio for an Employee
                  who is eligible to be a Participant but fails to make Elective
                  Deferral Contributions shall be zero.

         (e)      AGGREGATE LIMIT. The term Aggregate Limit means the sum of:
                  (i) 125 percent of the greater of the ADP of the non-Highly
                  Compensated Employees for the Prior Plan Year or the ACP of
                  non-Highly Compensated Employees under the plan subject to
                  Code section 401(m) for the Plan Year beginning with or within
                  the Prior Plan Year of the CODA and (ii) the lesser of 200% or
                  two plus the lesser of such ADP or ACP. "Lesser" is
                  substituted for "greater" in "(i)", above, and "greater" is
                  substituted for "lesser" after "two plus the" in "(ii)" if it
                  would result in a larger Aggregate Limit. If the Employer has
                  elected in the Adoption Agreement to use the Current Year
                  testing method, then in calculating the Aggregate Limit for a
                  Plan Year, the Nonhighly Compensated Employees' ADP and ACP
                  for that Plan Year, instead of the Prior Plan year, is used.

         (f)      CONTRIBUTION PERCENTAGE AMOUNTS. The term Contribution
                  Percentage Amounts means the sum of the Employee
                  Contributions, Matching Contributions, Qualified Matching
                  Contributions (to the extent not taken into account for
                  purposes of the ADP test) and Qualified Nonelective
                  Contributions (to the extent not taken into account for

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<PAGE>

                  purposes of the ADP test) made under the Plan on behalf of the
                  Participant for the Plan Year. Such Contribution Percentage
                  Amounts shall not include Matching Contributions that are
                  forfeited either to correct Excess Aggregate Contributions or
                  because the contributions to which they relate are Excess
                  Elective Deferral Contributions, Excess Contributions, or
                  Excess Aggregate Contributions. The Employer may elect to use
                  Elective Deferrals in the Contribution Percentage Amounts as
                  long as the ADP test (as described in Section 4A.2) is met
                  before the Elective Deferrals are used in the ACP test (as
                  described in Section 4A.4) and the ADP test continues to be
                  met following the exclusion of those Elective Deferrals that
                  are used to meet the ACP test.

         (g)      DEFERRAL PERCENTAGE AMOUNTS. The term Deferral Percentage
                  Amounts means any Elective Deferral Contributions made
                  pursuant to the Participant's deferral election, including
                  Excess Elective Deferral Contributions of Highly Compensated
                  Employees, but excluding Elective Deferral Contributions that
                  are taken into account in the ACP test (provided the ADP test
                  is satisfied both with and without exclusion of these Elective
                  Deferral Contributions). In addition, the Employer may choose
                  to make Qualified Nonelective Contributions and Qualified
                  Matching Contributions.

         (h)      ELIGIBLE PARTICIPANT. The term Eligible Participant means any
                  Employee who is eligible to make an Employee Contribution or
                  Elective Deferral Contribution (if the Employer takes such
                  contributions into account in the calculation of the Actual
                  Contribution Ratio), or to receive a Matching Contribution
                  (including Forfeitures) or a Qualified Matching Contribution.
                  If an Employee Contribution is required as a condition of
                  participation in the Plan, any Employee who would be a
                  Participant in the Plan if such Employee made the Required
                  Employee Contribution shall be treated as an Eligible
                  Participant on behalf of whom no Employee Contributions are
                  made.

IF THE EMPLOYER HAS ELECTED IN ITS ADOPTION AGREEMENT TO PROVIDE FOR ELECTIVE
DEFERRAL CONTRIBUTIONS, THEN SECTIONS 4A.2 THROUGH 4A.5 SHALL APPLY.

4A.2     ACTUAL DEFERRAL PERCENTAGE TEST.

         (a)      Prior Year Testing. The ADP for a Plan Year for Participants
                  who are Highly Compensated Employees for each Plan Year and
                  the Prior Year's ADP for Participants who were non-Highly
                  Compensated Employees for the prior Plan Year must satisfy one
                  of the following tests:

                  (1) The ADP for a Plan Year for Participants who are Highly
                  Compensated Employees for the Plan Year shall not exceed the
                  Prior Year's ADP for Participants who were non-Highly
                  Compensated Employees for the prior Plan Year multiplied by
                  1.25; or

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                  (2) The ADP for a Plan Year for Participants who are Highly
                  Compensated Employees for the Plan Year shall not exceed the
                  prior year's ADP for Participants who were non-Highly
                  Compensated Employees for the prior Plan Year multiplied by
                  2.0, provided that the ADP for Participants who are Highly
                  Compensated Employees does not exceed the prior year's ADP for
                  Participants who were non-Highly Compensated Employees in the
                  prior Plan Year by more than two (2) percentage points.

                  For the first Plan Year in which the Plan exists and for which
                  it permits any Participant to make Elective Deferral
                  Contributions, and provided the Plan is not a successor plan,
                  for purposes of the foregoing tests, the prior year's
                  non-Highly Compensated Employee's ADP shall be either 3
                  percent or the current Plan Year's ADP for these Participants,
                  as elected by the Employer in the Adoption Agreement.

         (b) Current Year Testing. If elected by the Employer in the Adoption
         Agreement, the ADP Tests in 4A.2(a)(1) and (2) above will be applied
         comparing the current Plan Year's ADP for Participants who are Highly
         Compensated Employees with the current Plan Year's ADP for
         Participant's who are non-Highly Compensated Employees. Once made, this
         election can only be undone if the Plan meets the requirements for
         changing to Prior Year Testing set forth in IRS Notice 98-1 (or
         succeeding guidance).

         (c) Safe Harbor 401(k) Plan. If elected by the Employer in the Adoption
         Agreement, the Plan may elect to be treated as a Safe Harbor 401(k)
         Plan and will be subject to the provisions of section 2.C.1(l) of this
         Plan, and the provisions of these sections 4.A.2(a) and (b) shall not
         apply thereto.

4A.3     SPECIAL RULES - ADP TEST.

         (a)      A Participant is a Highly Compensated Employee for a
                  particular Plan Year if he or she meets the definition of
                  Highly Compensated Employee in effect for that Plan Year.
                  Similarly, a Participant is a Nonhighly Compensated Employee
                  for a Plan Year if he or she does not meet the definition of
                  Highly Compensated Employee in effect for that Plan Year.

         (b)      The ADP for any Participant who is a Highly Compensated
                  Employee for the Plan Year and who is eligible to have
                  Elective Deferral Contributions (and Qualified Nonelective
                  Contributions or Qualified Matching Contributions, or both, if
                  treated as Elective Deferrals for purposes of the ADP test)
                  allocated to his accounts under two or more CODAs maintained
                  by the Employer, shall be determined as if such Elective
                  Deferral Contributions (and, if applicable, such Qualified
                  Nonelective Contributions or Qualified Matching Contributions,
                  or both) were made under a single CODA. If a Highly
                  Compensated Employee participates in two or more CODAs that
                  have different Plan Years, such CODAs are treated as a single
                  CODA with respect to the Plan Years ending with or within the
                  same calendar year. Notwithstanding the foregoing, certain
                  plans shall be treated as separate if

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                                      -82-

<PAGE>

                  mandatorily disaggregated under regulations under Code section
                  401(k).

         (c)      If this Plan satisfies the requirements of Code sections
                  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 shall be applied by determining
                  the ADP of Employees as if all such plans were a single plan.
                  Any adjustments tot he Nonhighly Compensated Employee ADP for
                  the prior year will be made in accordance with IRS Notice 98-1
                  (and any superceding guidance), unless the Employer has
                  elected in its Adoption Agreement to use the Current Year
                  Testing method. For Plan Years beginning after December 31,
                  1989, plans may be aggregated in order to satisfy Code section
                  401(k) only if they have the same Plan Year, and use the same
                  ADP testing method.

         (d)      For Plan Years beginning on or after January 1, 1997, the
                  family aggregation rules of section 414(q)(6) shall no longer
                  apply.

         (e)      For purposes of determining the ADP test, Elective Deferral
                  Contributions, Qualified Nonelective Contributions and
                  Qualified Matching Contributions must be made before the last
                  day of the 12-month period immediately following the Plan Year
                  to which such contributions relate.

         (f)      The Employer shall maintain records sufficient to demonstrate
                  satisfaction of the ADP test and the amount of Qualified
                  Nonelective Contributions or Qualified Matching Contributions,
                  or both, used in such test.

If the Prior Year testing method is elected by the Employer in the Adoption
Agreement, Qualified Nonelective Contributions and Qualified Matching
Contributions may not be contributed after the end of the Plan Year for which
the ADP Test is being conducted in order to meet the requirements for their use
and inclusion in that year's ADP Test.

         (g)      The determination and treatment of the Deferral Percentage
                  Amounts of any Participant shall satisfy such other
                  requirements as may be prescribed by the Secretary of the
                  Treasury.

         (h)      If the Employer determines before the end of the Plan Year
                  that the Plan may not satisfy the ADP test for the Plan Year,
                  the Employer may require that the amounts of Elective Deferral
                  Contributions being allocated to the accounts of Highly
                  Compensated Employees be reduced to the extent necessary to
                  prevent Excess Contributions from being made to the Plan.

                  Although the Employer may reduce the amounts of Elective
                  Deferral Contributions that may be allocated to the
                  Participant's Accounts of Highly Compensated Employees, the
                  affected Employees shall continue to participate in the Plan.
                  When the situation that resulted in the reduction of Elective
                  Deferral Contributions ceases to exist, the

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<PAGE>

                  Employer shall reinstate the amounts of Elective Deferral
                  Contributions elected by the affected Participants in their
                  Salary Deferral Agreement to the fullest extent possible.

IF THE EMPLOYER HAS ELECTED IN ITS ADOPTION AGREEMENT, TO PROVIDE FOR EMPLOYEE
CONTRIBUTIONS AND/OR MATCHING CONTRIBUTIONS REQUIRED TO BE TESTED UNDER CODE
SECTION 401(m), THEN SECTIONS 4A.4 AND 4A.5 SHALL APPLY.

4A.4     ACTUAL CONTRIBUTION PERCENTAGE TEST.

         (a) Prior Year Testing. The ACP for a Plan Year for Participants who
         are Highly Compensated Employees for each Plan Year and the prior
         year's ACP for Participants who were non-Highly Compensated Employees
         for the prior Plan Year must satisfy one of the following tests:

                  (1) The ACP for a Plan Year for Participants who are Highly
                  Compensated Employees for the Plan Year shall not exceed the
                  prior year's ACP for Participants who were non-Highly
                  Compensated Employees for the prior Plan Year multiplied by
                  1.25; or

                  (2) The ACP for a Plan Year for Participants who are Highly
                  Compensated Employees for the Plan Year shall not exceed the
                  prior year's ACP for Participants who were non-Highly
                  Compensated Employees for the prior Plan Year multiplied by
                  two (2), provided that the ACP for Participants who are Highly
                  Compensated Employees does not exceed the prior year's ACP for
                  Participants who were non-Highly Compensated Employees in the
                  prior Plan Year by more than two (2) percentage points.

For the first Plan Year in which the Plan exists and for which it provides any
Participant with contributions subject to the ACP Test, and provided the Plan is
not a successor plan, for purposes of the foregoing tests, the prior year's
non-Highly Compensated Employee's ACP shall be either 3 percent or the current
Plan Year's ACP for these Participants, as elected by the Employer in the
Adoption Agreement.

         (b) Current Year Testing. If elected by the Employer in the Adoption
         Agreement, the ACP Tests in 4A.2(a)(1)and (2) above will be applied
         comparing the current Plan Year's ACP for Participants who are Highly
         Compensated Employees with the current Plan Year's ACP for
         Participant's who are non-Highly Compensated Employees. Once made, this
         election can only be undone if the Plan meets the requirements for
         changing to Prior Year Testing set forth in Notice 98-1 (or superseding
         guidance).

         (c) Safe Harbor 401(k) Plan. If elected by the Employer in the Adoption
         Agreement, the Plan may elect to be treated as a Safe Harbor 401(k)
         Plan and will be subject to the provisions of section 2.C.1(l) of this
         Plan, and the provisions of these sections 4.A.4(a) and (b) shall not
         apply thereto.

4A.5     SPECIAL RULES - ADP/ACP TESTS.

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                                      -84-

<PAGE>

         (a)      Participant is a Highly Compensated Employee for a particular
         Plan Year if he or she meets the definition of Highly Compensated
         Employee in effect for that Plan Year. Similarly, a Participant is a
         non-Highly Compensated Employee for a Plan Year if he or she does not
         meet the definition of Highly Compensated Employee in effect for that
         Plan Year.

         (b)      Multiple Use: If one or more Highly Compensated Employees
                  participates in both a CODA and a plan subject to the ACP test
                  maintained by the Employer, and the sum of the ADP and ACP of
                  those Highly Compensated Employees subject to either or both
                  tests exceeds the Aggregate Limit, then the ACP of those
                  Highly Compensated Employees who also participate in a CODA
                  will be reduced (beginning with such Highly Compensated
                  Employee whose Actual Contribution Ratio is the highest) so
                  that the limit is not exceeded. The amount by which each
                  Highly Compensated Employee's Contribution Percentage Amounts
                  are reduced shall be treated as an Excess Aggregate
                  Contribution. The ADP and ACP of the Highly Compensated
                  Employees are determined after any corrections required to
                  meet the ADP and ACP tests and are deemed to be the maximum
                  permitted under such tests for the Plan Year. Multiple use
                  does not occur if both the ADP and ACP of the Highly
                  Compensated Employees does not exceed 1.25 multiplied by the
                  ADP and ACP of the non-Highly Compensated Employees.

         (c)      For purposes of this Section, the Actual Contribution Ratio
                  for any Participant who is a Highly Compensated Employee and
                  who is eligible to have Contribution Percentage Amounts
                  allocated to his account under two or more plans described in
                  Code section 401(a), or CODAs that are maintained by the
                  Employer, shall be determined as if the total of such
                  Contribution Percentage Amounts was made under each plan. If a
                  Highly Compensated Employee participates in two or more CODAs
                  that have different Plan Years, all CODAs ending with or
                  within the same calendar year are treated as a single CODA.
                  Notwithstanding the foregoing, certain plans shall be treated
                  as separate if mandatorily disaggregated under regulations
                  under Code section 401(m).

         (d)      If this Plan satisfies the requirements of Code sections
                  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 sections of the Code only if aggregated
                  with this Plan, then this Section shall be applied by
                  determining the Actual Contribution Ratio of Employees as if
                  all such plans were a single plan. Any adjustments to the
                  non-Highly Compensated Employee ACP for the prior Plan Year
                  will be made in accordance with IRS Notice 98-1 (and any
                  superceding guidance) unless the Employer has elected in the
                  Adoption Agreement to use the Current Year Testing method. For
                  Plan Years beginning after December 31, 1989, plans may be
                  aggregated in order to satisfy Code section 401(m) only if
                  they have the same Plan Year and use the same ACP testing
                  method.

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         (e)      For Plan Years beginning on or after January 1, 1997, the
                  family aggregation rules of former Code section 414(q)(6)
                  shall no longer apply.

         (f)      For purposes of determining the ACP test, Employee
                  Contributions are considered to have been made in the Plan
                  Year in which contributed to the Plan. Qualified Matching
                  Contributions and Qualified Nonelective Contributions are
                  considered made for a Plan Year if made no later than the end
                  of the 12-month period beginning on the day after the close of
                  the Plan Year. However, if the Prior Year Testing Method is
                  elected by the Employer in the Adoption Agreement, Qualified
                  Matching Contributions and Qualified Nonelective Contributions
                  may not be contributed after the end of the Plan Year for
                  which the ACP Test is being conducted in order to meet the
                  requirements for their use and inclusion in the ACP Test.

         (g)      The Employer shall maintain records sufficient to demonstrate
                  satisfaction of the ACP test and the amount of Qualified
                  Nonelective Contributions or Qualified Matching Contributions,
                  or both, used in such test.

         (h)      The determination and treatment of the Contribution Percentage
                  Amounts of any Participant shall satisfy such other
                  requirements as may be prescribed by the Secretary of the
                  Treasury.

                         4B. LIMITATIONS ON ALLOCATIONS

4B.1     DEFINITIONS. The following definitions apply for purposes of Section
         4B.

         (a)      ANNUAL ADDITIONS. The term Annual Additions means the sum of
                  the following amounts credited to a Participant's Account for
                  the Limitation Year:

                  (1)      All contributions made by the Employer which shall
                           include:

                           Elective Deferral Contributions;
                           Money Purchase Pension Contributions
                           Matching Contributions;
                           Nonelective Contributions;
                           Qualified Nonelective Contributions;
                           Qualified Matching Contributions;
                           Prior Employer Contributions.

                  (2)      Employee Contributions;

                  (3)      Forfeitures; and

                  (4)      Amounts allocated after March 31, 1984 to an
                           individual medical account, as defined in Code
                           section 415(l)(2), which is part of a pension or
                           annuity plan maintained by the Employer, are treated
                           as Annual Additions to a defined contribution plan.
                           Also,

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                           amounts derived from contributions paid or accrued
                           after December 31, 1985 in taxable years ending after
                           such date, which are attributable to post-retirement
                           medical benefits allocated to the separate account of
                           a Key Employee as defined in Code section 419A(d)(3),
                           under a welfare benefit fund as defined in Code
                           section 419(e), maintained by the Employer, are
                           treated as Annual Additions to a defined contribution
                           plan; and

                  (5)      Allocations under a simplified employee pension plan.

                  For this purpose, any Excess Annual Additions applied under
                  Sections 4C.3 or 4B.5(f) in the Limitation Year to reduce
                  Employer contributions will be considered Annual Additions for
                  such Limitation Year.

         (b)      COMPENSATION. As elected by the Employer in the Adoption
                  Agreement, the term Compensation means all of a Participant's:

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

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

                  (3)      415 SAFE-HARBOR COMPENSATION. Wages, salaries, and
                           fees for professional services and other amounts
                           received (without regard to whether or not an amount
                           is paid in cash) for personal services actually
                           rendered in the course of employment with the
                           Employer maintaining the Plan to the extent that the
                           amounts are includable in gross income (including,
                           but not limited to, commissions paid salesmen,
                           compensation for services on the basis of a
                           percentage of profits, commissions on insurance
                           premiums, tips, bonuses, fringe benefits, and
                           reimbursements or other expense allowances under a
                           nonaccountable plan as described in Code section
                           1.62-2(c)), and excluding the following:

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

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

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

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

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

                  For Limitation Years beginning after December 31, 1991, for
                  purposes of applying the limitations of this Section 4B,
                  Compensation for a Limitation Year is the Compensation
                  actually paid or includable in gross income during such
                  Limitation Year.

                  Notwithstanding the preceding, for Limitation Years beginning
                  after December 31, 1997, for purposes of applying the
                  limitations of this Article 4B, Compensation paid or made
                  available during such Limitation Year shall include any
                  elective deferral contributions (as defined in Code section
                  402(g)), and any amount which is contributed or deferred by
                  the Employer at the election of the Employee and which is not
                  includible in gross income of the Employee by reason of Code
                  sections 125 or 457. Effective for Plan Years beginning on or
                  after the date specified by the Employer in section XIII.C of
                  the Adoption Agreement (Limitations on Allocations),
                  Compensation shall include elective amounts that are not
                  includible in the gross income of the Employee by reason of
                  Code section 132(f)(4).

                  Notwithstanding the preceding two sentences, Compensation for
                  a Participant in a defined contribution plan who is
                  permanently and totally disabled (as defined in Code section
                  22(e)(3)) is the Compensation such Participant would have
                  received for the Limitation Year if the Participant had been

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                  paid at the rate of Compensation paid immediately before
                  becoming permanently and totally disabled. For Limitation
                  Years beginning before January 1, 1997, such imputed
                  Compensation for the disabled Participant may be taken into
                  account only if the Participant is not a Highly Compensated
                  Employee and contributions made on behalf of such Participant
                  are nonforfeitable when made. For Limitation Years beginning
                  after December 31, 1996, such imputed Compensation for the
                  disabled Participant may be taken into account only if such
                  contributions are made on behalf of all such Participants and
                  nonforfeitable when made.

         (c)      DEFINED BENEFIT FRACTION. The term Defined Benefit Fraction
                  means a fraction, the numerator of which is the sum of the
                  Participant's Projected Annual Benefits under all the defined
                  benefit plans (whether or not terminated) maintained by the
                  Employer, and the denominator of which is the lesser of 125
                  percent of the dollar limitation determined for the Limitation
                  Year under Code sections 415(b) and (d), or 140 percent of the
                  Highest Average Compensation including any adjustments under
                  Code section 415(b).

                  Notwithstanding the above, if the Participant was a
                  Participant as of the first day of the Limitation Year
                  beginning after December 31, 1986 in one or more defined
                  benefit plans maintained by the Employer which were in
                  existence on May 6, 1986, the denominator of this fraction
                  will not be less than 125 percent of the sum of the annual
                  benefits under such plans which the Participant had accrued as
                  of the later of the close of the last Limitation Year
                  beginning before January 1, 1987, disregarding any changes in
                  the terms and conditions of the Plan after May 5, 1986. The
                  preceding sentence applies only if the defined benefit plans
                  individually and in the aggregate satisfied the requirements
                  of Code section 415 for all Limitation Years beginning before
                  January 1, 1987.

                  Notwithstanding the foregoing, for any Top-Heavy Plan Year,
                  100 shall be substituted for 125 unless the extra minimum
                  allocation is being made pursuant to the Employer's election
                  in the Adoption Agreement. However, for any Plan Year in which
                  this Plan is a Super Top-Heavy Plan, 100 shall be substituted
                  for 125 in any event.

         (d)      DEFINED CONTRIBUTION DOLLAR LIMITATION. The term Defined
                  Contribution Dollar Limitation means $30,000, as adjusted for
                  cost-of-living increases in accordance with Code section
                  415(d).

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         (e)      DEFINED CONTRIBUTION FRACTION. The term Defined Contribution
                  Fraction means a fraction, the numerator of which is the sum
                  of the Annual Additions to the Participant's accounts under
                  all the defined contribution plans (whether or not terminated)
                  maintained by the Employer for the current and all prior
                  Limitation Years (including the Annual Additions attributable
                  to the Participant's nondeductible employee contributions to
                  all defined benefit plans, whether or not terminated,
                  maintained by the Employer, and the Annual Additions
                  attributable to all welfare benefit funds, as defined in Code
                  section 419(e), individual medical accounts, as defined in
                  Code section 415(l)(2), and simplified employee pension plans,
                  as defined in Code section 408(k), maintained by the
                  Employer), and the denominator of which is the sum of the
                  maximum aggregate amounts for the current and all prior
                  Limitation Years of service with the Employer (regardless of
                  whether a defined contribution plan was maintained by the
                  Employer). The maximum aggregate amount in any Limitation Year
                  is the lesser of 125 percent of the dollar limitation
                  determined under Code sections 415(b) and (d) in effect under
                  Code section 415(c)(1)(A) or 35 percent of the Participant's
                  Compensation for such year.

                  If the Employee was a Participant as of the end of the first
                  day of the first Limitation Year beginning after December 31,
                  1986, in one or more defined contribution plans maintained by
                  the Employer which were in existence on May 6, 1986, the
                  numerator of this fraction will be adjusted if the sum of this
                  fraction and the Defined Benefit Fraction would otherwise
                  exceed 1.0 under the terms of this Plan. Under the adjustment,
                  an amount equal to the product of (1) the excess of the sum of
                  the fractions over 1.0 times (2) the denominator of this
                  fraction, will be permanently subtracted from the numerator of
                  this fraction. The adjustment is calculated using the
                  fractions as they would be computed as of the end of the last
                  Limitation Year beginning before January 1, 1987, and
                  disregarding any changes in the terms and conditions of the
                  Plan made after May 5, 1986, but using the section 415
                  limitation applicable to the first Limitation Year beginning
                  on or after January 1, 1987.

                  Notwithstanding the foregoing, for any Top-Heavy Plan Year,
                  100 shall be substituted for 125 unless the extra minimum
                  allocation is being made pursuant to the Employer's election
                  in the Adoption Agreement. However, for any Plan Year in which
                  this Plan is a Super Top-Heavy Plan, 100 shall be substituted
                  for 125 in any event.

                  The Annual Additions for any Limitation Year beginning before
                  January 1, 1987 shall not be recomputed to treat all Employee
                  Contributions as Annual Additions.

         (f)      EMPLOYER. For purposes of this Section 4B, the term Employer
                  means the Employer that adopts this Plan, and all members of a
                  controlled group of corporations (as defined in Code section
                  414(b) as modified by section 415(h)), a group of commonly
                  controlled trades or businesses (as defined in

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<PAGE>

                  Code section 414(c) as modified by section 415(h)) or
                  affiliated service groups (as defined in Code section 414(m))
                  of which the adopting Employer is a part and any other entity
                  required to be aggregated with the Employer pursuant to
                  regulations under Code section 414(o).

         (g)      HIGHEST AVERAGE COMPENSATION. The term Highest Average
                  Compensation means the average Compensation for the three
                  consecutive Years of Service with the Employer that produces
                  the highest average. A Year of Service with the Employer is
                  the 12-consecutive month period defined in Section 2A.5.

         (h)      LIMITATION YEAR. The term Limitation Year means a calendar
                  year, or the 12-consecutive month period elected by the
                  Employer in the Limitation Year section of the Adoption
                  Agreement. All qualified plans maintained by the 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.

         (i)      MASTER OR PROTOTYPE PLAN. The term Master or Prototype Plan
                  means a plan the form of which is the subject of a favorable
                  opinion letter from the national office of the Internal
                  Revenue Service.

         (j)      MAXIMUM PERMISSIBLE AMOUNT. The term Maximum Permissible
                  Amount means the maximum Annual Additions that may be
                  contributed or allocated to a Participant's Account under the
                  Plan for any Limitation Year, which shall not exceed the
                  lesser of:

                  (1)      The Defined Contribution Dollar Limitation, or

                  (2)      25 percent of the Participant's Compensation for the
                           Limitation Year.

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

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

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

         (k)      PROJECTED ANNUAL BENEFIT. The term Projected Annual Benefit
                  means the annual retirement benefit (adjusted to an
                  actuarially equivalent Straight Life Annuity if such benefit
                  is expressed in a form other than a Straight Life Annuity or
                  Qualified Joint and Survivor Annuity) to which the

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                  Participant would be entitled under the terms of the Plan
                  assuming:

                  (1)      The Participant will continue employment until Normal
                           Retirement Age under the Plan (or current age, if
                           later); and

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

4B.2     BASIC LIMITATION. If the Participant does not participate in, and has
         never participated in another qualified plan or welfare benefit fund
         maintained by the Employer, as defined in Code section 419(e), or an
         individual medical account, as defined in Code section 415(l)(2),
         maintained by the Employer, or a simplified employee pension, as
         defined in Code section 408(k), maintained by the Employer, which
         provides Annual Additions as defined in Section 4B.1(a), the amount of
         Annual Additions which may be credited to the Participant's Account for
         any Limitation Year will not exceed the lesser of the Maximum
         Permissible Amount or any other limitation contained in this Plan. If
         the Employer contributions 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 will be reduced so that the Annual
         Additions for the Limitation Year will equal the Maximum Permissible
         Amount.

4B.3     ESTIMATED MAXIMUM PERMISSIBLE AMOUNT. Prior to determining the
         Participant's actual Compensation for the Limitation Year, the Employer
         may determine the Maximum Permissible Amount for a Participant on the
         basis of a reasonable estimation of the Participant's Compensation for
         the Limitation Year, uniformly determined for all Participants
         similarly situated.

4B.4     ACTUAL MAXIMUM PERMISSIBLE AMOUNT. As soon as administratively feasible
         after the end of the Limitation Year, the Maximum Permissible Amount
         for the Limitation Year will be determined on the basis of the
         Participant's actual Compensation for the Limitation Year.

4B.5     PARTICIPANTS COVERED BY ANOTHER PROTOTYPE DEFINED CONTRIBUTION PLAN.

         (a)      This Section applies if, in addition to this Plan, the
                  Participant is covered under another qualified Master or
                  Prototype defined contribution Plan maintained by the
                  Employer, or a welfare benefit fund, as defined in Code
                  section 419(e), maintained by the Employer, or an individual
                  medical account as defined in Code section 415(l)(2),
                  maintained by the Employer, or a simplified employee pension
                  plan, as defined in Code section 408(k), that provides Annual
                  Additions as defined in Section 4B.1(a), during any Limitation
                  Year. The Annual Additions which may be credited

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                  to a Participant's Account under this Plan for any such
                  Limitation Year will not exceed the Maximum Permissible Amount
                  reduced by the Annual Additions credited to a Participant's
                  account under the other qualified Master and Prototype defined
                  contribution Plans, welfare benefit funds, individual medical
                  accounts, and simplified employee pension plans for the same
                  Limitation Year. If the Annual Additions with respect to the
                  Participant under other qualified Master and Prototype defined
                  contribution Plans, welfare benefit funds, individual medical
                  accounts, and simplified employee pension plans maintained by
                  the Employer are less than the Maximum Permissible Amount and
                  the Employer contributions that would otherwise be contributed
                  or allocated to the Participant's Account under this Plan
                  would cause the Annual Additions for the Limitation Year to
                  exceed this limitation, the amount contributed or allocated
                  will be reduced so that the Annual Additions under all such
                  plans and funds for the Limitation Year will equal the Maximum
                  Permissible Amount. If the Annual Additions with respect to
                  the Participant under such other qualified master and
                  prototype defined contribution plans, welfare benefit funds,
                  individual medical accounts, and simplified employee pension
                  plans, in the aggregate are equal to or greater than the
                  Maximum Permissible Amount, no amount will be contributed or
                  allocated to the Participant's Account under this Plan for the
                  Limitation Year.

         (b)      Prior to determining the Participant's actual Compensation for
                  the Limitation Year, the Employer may determine the estimated
                  Maximum Permissible Amount for a Participant in the manner
                  described in Section 4B.3.

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

         (d)      If, pursuant to Section 4B.5(c), or as a result of the
                  allocation of Forfeitures, a Participant's Annual Additions
                  under this Plan and such other plans would result in Excess
                  Annual Additions as defined in Section 4C.1(b) for a
                  Limitation Year, the Excess Annual Additions will be deemed to
                  consist of the Annual Additions last allocated, except that
                  Annual Additions attributable to a simplified employee pension
                  plan will be deemed to have been allocated first, followed by
                  Annual Additions to a welfare benefit fund or individual
                  medical account, regardless of the actual allocation date.

         (e)      If Excess Annual Additions were allocated to a Participant on
                  an allocation date of this Plan which coincides with an
                  allocation date of another plan, the Excess Annual Additions
                  attributed to this Plan will be the product of:

                  (1)      The total Excess Annual Additions allocated as of
                           such date, multiplied by

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

         (f)      Any Excess Annual Additions attributed to this Plan will be
                  disposed of in the manner described in Section 4C.3.

4B.6     PARTICIPANTS COVERED BY NON-PROTOTYPE DEFINED CONTRIBUTION PLAN. If the
         Participant is covered under another qualified defined contribution
         plan maintained by the Employer which is not a Master or Prototype
         Plan, Annual Additions which may be credited to the Participant's
         Account under this Plan for any Limitation Year will be limited in
         accordance with Section 4B.5 as though the other plan were a Master or
         Prototype Plan, unless the Employer provides other limitations in the
         Limitations on Allocations section of the Adoption Agreement.

4B.7     PARTICIPANTS COVERED BY DEFINED BENEFIT PLAN. The provisions of this
         section 4B.7 shall only apply for Limitation Years beginning before
         January 1, 2000. If the Employer maintains, or at any time maintained,
         a qualified defined benefit plan covering any Participant in this Plan,
         the sum of the Participant's Defined Benefit Plan Fraction and Defined
         Contribution Plan Fraction will not exceed 1.0 in any Limitation Year.
         The Annual Additions which may be credited to the Participant's Account
         under this Plan for any Limitation Year will be limited in accordance
         with the Limitations on Allocations section of the Adoption Agreement.

                            4C. TREATMENT OF EXCESSES

4C.1     DEFINITIONS.

         (a)      EXCESS AGGREGATE CONTRIBUTIONS. The term Excess Aggregate
                  Contributions means, with respect to any Plan Year, the excess
                  of:

                  (1)      The aggregate Contribution Percentage Amounts taken
                           into account in computing the ACP of Highly
                           Compensated Employees for such Plan Year, over

                  (2)      The maximum Contribution Percentage Amounts permitted
                           by the ACP test (determined by hypothetically
                           reducing the Contribution Percentage Amounts made on
                           behalf of Highly Compensated Employees in order of
                           their Actual Contribution Ratios beginning with the
                           highest of such ratios). Such determination shall be
                           made after first determining Excess Elective Deferral
                           Contributions, pursuant to Section 4C.2(a) and then
                           determining Excess Contributions pursuant to Section
                           4C.4.

         (b)      EXCESS ANNUAL ADDITIONS. The term Excess Annual Additions
                  means the excess of the Participant's Annual Additions for the
                  Limitation Year over the Maximum Permissible Amount.

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         (c)      EXCESS CONTRIBUTIONS. The term Excess Contributions means,
                  with respect to any Plan Year, the excess of:

                  (1)      The aggregate Deferral Percentage Amounts taken into
                           account in computing the ADP of Highly Compensated
                           Employees for such Plan Year, over

                  (2)      The maximum Deferral Percentage Amounts permitted by
                           the ADP test (determined by hypothetically reducing
                           the Deferral Percentage Amounts made on behalf of
                           Highly Compensated Employees in order of their Actual
                           Deferral Ratios, beginning with the highest of such
                           ratios).

         (d)      EXCESS ELECTIVE DEFERRAL CONTRIBUTIONS. The term Excess
                  Elective Deferral Contributions means those Elective Deferral
                  Contributions that are includable in a Participant's gross
                  income under Code section 402(g) to the extent such
                  Participant's Elective Deferral Contributions for a taxable
                  year exceed the dollar limitation under such Code section.
                  Excess Elective Deferral Contributions shall be treated as
                  Annual Additions under the Plan pursuant to Section 4B, unless
                  such amounts are distributed in accordance with the provisions
                  of Section 4C.2(a), below.

4C.2     EXCESS ELECTIVE DEFERRAL CONTRIBUTIONS.

         (a)      In the event that Elective Deferral Contributions made during
                  a calendar year exceed the limit specified in Section
                  2C.1(j)(4), then the Excess Elective Deferral Contributions,
                  plus any income and minus any loss allocable thereto, shall be
                  distributed to the Participant by the April 15 following the
                  calendar year in which such amount was contributed, provided
                  that the Participant notifies the Plan Administrator no later
                  than 30 days in advance of his intent to withdraw such Excess
                  Elective Deferral Contributions, or is deemed to notify the
                  Plan Administrator. A Participant is deemed to notify the Plan
                  Administrator of any Excess Elective Deferral Contributions
                  that arise by taking into account only those Elective
                  Deferrals made to this Plan and any other plans of this
                  Employer. The spousal consent provisions of Section 3C shall
                  not apply to any distribution of Excess Elective Deferral
                  Contributions.

         (b)      Excess Elective Deferral Contributions shall be adjusted for
                  any income or loss for the Employee's tax year. The income or
                  loss allocable to excess Elective Deferral Contributions is an
                  amount determined by multiplying the sum of the income or loss
                  allocable to the Participant's Elective Deferral Contribution
                  account for the taxable year by a fraction, the numerator of
                  which is such Participant's Excess Elective Deferral
                  Contributions for the taxable year, and the denominator of
                  which is equal to the sum of the Participant's Account balance
                  attributable to Elective Deferral Contributions as of the
                  beginning of the taxable year plus the Participant's Elective
                  Deferral Contributions for the taxable year. Income for the
                  gap period (the period from the end of the taxable year to the
                  date of

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                                      -95-

<PAGE>

                  distribution) shall not be allocated to Excess Elective
                  Deferral Contributions.

         (c)      Matching Contributions, as defined in Section 1.36, that are
                  attributable to Excess Elective Deferral Contributions shall
                  be forfeited, and as such, shall be applied to reduce Employer
                  contributions or pay Plan expenses.

4C.3     EXCESS ANNUAL ADDITIONS. If, pursuant to Section 4B.4 or as a result of
         the allocation of Forfeitures, there are Excess Annual Additions, the
         excess will be disposed of using any of the following methods:

         (a)      Employee Contributions or Elective Deferral Contributions or
                  both, to the extent they would reduce the Excess Annual
                  Additions, will be returned to the Participant. The
                  Contributions returned in accordance with the preceding shall
                  include any gains or losses attributable to such
                  Contributions.

                  Employee Contributions so returned will be disregarded with
                  respect to the ACP test. Elective Deferral Contributions so
                  returned will be disregarded with respect to the Elective
                  Deferral limitation described in Section 2C.1(j)(4) of the
                  Plan and the ADP test.

         (b)      If, after the application of paragraph (a), Excess Annual
                  Additions still exist and the Participant is covered by the
                  Plan at the end of the Limitation Year, the Excess Annual
                  Additions in the Participant's Account, other than Employee
                  Contributions and Elective Deferral Contributions, will be
                  used to reduce Employer contributions (including any
                  allocation of Forfeitures) for such Participant in the next
                  Limitation Year, and each succeeding Limitation Year, if
                  necessary.

         (c)      If, after the application of paragraph (a), Excess Annual
                  Additions still exist and the Participant is not covered by
                  the Plan at the end of a Limitation Year, the Excess Annual
                  Additions will be held unallocated in a suspense account. The
                  suspense account will be applied to reduce future Employer
                  contributions (including allocation of any Forfeiture) for all
                  remaining Participants in the next Limitation Year, and each
                  succeeding Limitation Year if necessary.

         (d)      If a suspense account is in existence at any time during the
                  Limitation Year pursuant to this Section, it will not
                  participate in the allocation of the Trust or Insurance
                  Company's gains and losses. If a suspense account is in
                  existence at any time during a particular Limitation Year, all
                  amounts in the suspense account must be allocated and
                  reallocated to the Participants' Account before any Employer
                  or Employee Contributions may be made to the Plan for that
                  Limitation Year. Except as provided in Section 4C.3(a), Excess
                  Annual Additions may not be distributed to Participants or
                  former Participants.

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4C.4     EXCESS CONTRIBUTIONS.

         (a)      Notwithstanding any other provision of this Plan, Excess
                  Contributions, plus any income and minus any loss allocable
                  thereto, shall be distributed no later than the last day of
                  each Plan Year to Participants to whose Participants' Accounts
                  such Excess Contributions were allocated for the preceding
                  Plan Year. Excess Contributions are allocated to the Highly
                  Compensated Employee with the largest amounts of contributions
                  taken into account in calculating the ADP Test for the year in
                  which the excess arose, beginning with the Highly Compensated
                  Employee with the largest amount of such contributions and
                  continuing in descending order until all Excess Contributions
                  have been allocated. For purposes of the preceding sentence,
                  the "largest amount" is determined after distribution of any
                  Excess Contributions. If such excess amounts are distributed
                  more than 2-1/2 months after the last day of the Plan Year in
                  which such excess amounts arose, a ten percent excise tax will
                  be imposed on the Employer maintaining the Plan with respect
                  to such amounts.

                  Such distributions shall be made to Highly Compensated
                  Employees on the basis of the respective portions of the
                  Excess Contributions attributable to each of such Employees.

         (b)      Excess Contributions shall be treated as Annual Additions, as
                  defined in Section 4B.1, under the Plan in the Limitation Year
                  in which they arose.

         (c)      Excess Contributions shall be adjusted for any income or loss
                  for the Plan Year. The income or loss allocable to Excess
                  Contributions allocated to each Participant is the sum of the
                  income or loss allocable to the Participant's Account for
                  Deferral Percentage Amounts for the Plan Year, by a fraction,
                  the numerator of which is such Participant's Excess
                  Contributions for the Plan Year and the denominator of which
                  is equal to the sum of the Participant's Account balance
                  attributable to Deferral Percentage Amounts as of the
                  beginning of the Plan Year plus the Participant's Deferral
                  Percentage Amounts for the Plan Year. Income for the gap
                  period (the period from the end of the Plan Year to the date
                  of distribution) shall not be allocated to Excess
                  Contributions.

         (d)      Excess Contributions allocated to a Participant shall be
                  distributed from the Participant's Account for Elective
                  Contributions and Qualified Matching Contributions (if
                  applicable) in proportion to the Participant's Elective
                  Deferral Contributions and Qualified Matching Contributions
                  (to the extent used in the ADP test) for the Plan Year. Excess
                  Contributions shall be distributed from the Participant's
                  Qualified Nonelective Contribution Account only to the extent
                  that such Excess Contributions exceed the balance in the
                  Participant's Account for Elective Contributions and Qualified
                  Matching Contributions.

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<PAGE>

         (e)      Matching Contributions, as defined in Section 1.36, that are
                  attributable to Excess Contributions, shall be forfeited, and
                  as such, shall be applied to reduce Employer contributions or
                  pay Plan expenses.

4C.5     EXCESS AGGREGATE CONTRIBUTIONS.

         (a)      Notwithstanding any other provision of this Plan, Excess
                  Aggregate Contributions, plus any income and minus any loss
                  allocable thereto, shall be forfeited, if forfeitable, or if
                  not forfeitable, distributed no later than the last day of
                  each Plan Year to Participants to whose Participants' Accounts
                  such Excess Aggregate Contributions were allocated for the
                  preceding Plan Year. Excess Aggregate Contributions are
                  allocated to the Highly Compensated Employees with the largest
                  Contribution Percentage Amounts taken into account in
                  calculating the ACP Test for the year in which the excess
                  arose, beginning with the Highly Compensated Employee with the
                  largest amount of such Contribution Percentage Amounts and
                  continuing in descending order until all the Excess Aggregate
                  Contributions have been allocated. For purposes of the
                  preceding sentence, the "largest amount" is determined after
                  distribution of any Excess Aggregate Contributions. If such
                  Excess Aggregate Contributions are distributed more than 2-1/2
                  months after the last day of the Plan Year in which such
                  excess amounts arose, a ten percent excise tax will be imposed
                  on the Employer maintaining the Plan with respect to those
                  amounts.

         (b)      Excess Aggregate Contributions shall be treated as Annual
                  Additions, as defined in Section 4B.1, in the Limitation Year
                  in which they arose.

         (c)      Excess Aggregate Contributions shall be adjusted for any
                  income or loss for the Plan Year. The income or loss allocable
                  to Excess Aggregate Contributions allocated to each
                  Participant is an amount determined by multiplying the sum of
                  the income or loss allocable to the Participant's Account for
                  Contribution Percentage Amounts for the Plan Year by a
                  fraction, the numerator of which is such Participant's Excess
                  Aggregate Contributions for the Plan Year, and the denominator
                  of which is equal to the sum of the Participant's Account
                  balance attributable to Contribution Percentage Amounts as of
                  the beginning of the Plan Year plus the Participant's
                  Contribution Percentage Amounts for the Plan Year. Income for
                  the gap period (the period from the end of the Plan Year to
                  the date of distribution) shall not be allocated to Excess
                  Aggregate Contributions.

         (d)      Excess Aggregate Contributions allocated to each Participant
                  shall be forfeited, if forfeitable, or distributed on a
                  pro-rata basis from the Participant's Account for Employee
                  Contributions, Matching Contributions, and Qualified Matching
                  Contributions (and, if applicable, the Participant's Qualified
                  Nonelective Contributions or Elective Deferral Contributions,
                  or both).

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         (e)      Forfeitures of Excess Aggregate Contributions shall be applied
                  to reduce Employer contributions or pay Plan expenses.

         (f)      Matching Contributions as defined in Section 1.36 that are
                  attributable to Excess Aggregate Contributions shall be
                  forfeited, and as such, shall be applied to reduce Employer
                  contributions or pay Plan expenses.

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                                      -99-

<PAGE>

                       ARTICLE V - PARTICIPANT PROVISIONS

                 5A. ANNUITY CONTRACT AND PARTICIPANT'S ACCOUNT

5A.1     PARTICIPANT'S ACCOUNT. A Participant's Account shall be maintained on
         behalf of each Participant until such Account is distributed in
         accordance with the terms of this Plan.

         Each Participant shall have the exclusive authority to direct the
         investment of Employee Contributions, Elective Deferral Contributions,
         QVEC Contributions and Rollover Contributions, if applicable, from
         among the investment options selected by the Employer.

         If selected by the Employer in its Adoption Agreement, the Participant,
         Beneficiary and/or Alternate Payee additionally shall have the
         exclusive authority to direct the investment of contributions made by
         the Employer from among the investment choices selected by the
         Employer.

5A.2     INVESTMENT TRANSFERS. Each Participant, Beneficiary, and/or Alternate
         Payee shall have the exclusive authority to direct the transfer of
         amounts between the investment funds designated by the Employer,
         attributable to his Employee Contributions, Elective Deferral
         Contributions, QVEC Contributions and Rollover Contributions, if
         applicable.

         If the Employer selects in its Adoption Agreement to grant the
         Participant exclusive authority to direct the investment of
         contributions made by the Employer, the Participant, Beneficiary,
         and/or Alternate Payee shall also have the exclusive authority to
         transfer contributions made by the Employer from among the investment
         choices selected by the Employer.

         The transfer of amounts between investment funds shall be subject to
         the rules of the investment funds in which the Participant's Account is
         invested or is to be invested.

         The Plan Administrator or the Participant, Beneficiary, and/or
         Alternate Payee as the case may be, may change such amounts as often as
         the Plan Administrator may allow in accordance with the terms of the
         investment funds in which the Participant's Account is being invested.

         The ability of a Participant who is subject to the reporting
         requirements of section 16(a) of the Securities and Exchange Act of
         1934 (the "Act") to make withdrawals or investment changes involving
         the Participant's Employer Stock Account may be restricted by the Plan
         Administrator to comply with rules under section 16(b) of the Act.

5A.3     PARTICIPANT'S ACCOUNT VALUATION. A Participant's Account shall be
         maintained on behalf of each Participant until such Account is
         distributed in accordance with the terms of this Plan. At least once
         per year, as of the last day of the Plan Year, each Participant's
         Account shall be adjusted, in the ratio that the Participant's Account
         balance bears to all account balances

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<PAGE>

         invested into the same investment vehicle, for any earnings, gains,
         losses, contributions, withdrawals, expenses, and loans attributable to
         such Plan Year, in order to obtain a new valuation of the Participant's
         Account. The assets of the Plan will be valued annually at fair market
         value as of the last day of each Plan Year.

                           5B. LIFE INSURANCE POLICIES

5B.1     OPTIONAL PURCHASE OF LIFE INSURANCE. If the Employer in its Adoption
         Agreement shall permit the purchase of life insurance on the lives of
         some or all Participants hereunder, each eligible Participant may elect
         that a portion of the Contribution made on his behalf shall be applied
         to the purchase of a Life Insurance Policy or Policies on his life. The
         application for each Policy shall be signed by the Participant and by
         the Trustee and shall conform to the requirements of the Insurance
         Company, including any requested evidence of insurability, and the
         requirements of this Section. All Life Insurance Policies shall be
         issued so as to permit a common billing date. Any Policy on the life of
         a Participant who can qualify for waiver of premium thereunder and
         participant account contribution disability benefits thereunder may
         include such benefits if applied for by the Participant. The Plan
         Administrator may adopt reasonable rules regarding the purchase of Life
         Insurance Policies provided such rules are administered in a consistent
         and nondiscriminatory manner. No application shall be made hereunder
         for any Life Insurance Policy on the life of a Participant acceptable
         to the Insurance Company at standard premium rates for a face amount of
         less that $1,000 for the first, or any additional Policy issued on the
         Participant's life.

5B.2     PREMIUMS ON LIFE INSURANCE POLICIES. The premiums on all Life Insurance
         Policies on the life of a Participant shall be paid from the portion of
         his Participant's Account attributable to contributions made by the
         Employer, to the extent sufficient therefor, otherwise in one of the
         following manners:

         (a)      By a loan against the Participant's Policy or Policies, under
                  the automatic premium loan provision thereof, or

         (b)      By payment out of his Participant's Account.

         If the Participant is not acceptable to the Insurance Company as a
         standard risk at standard rates, a Policy with the same premium but a
         lesser death benefit may be purchased.

5B.3     LIMITATIONS ON PREMIUMS. In no case shall the cumulative total premiums
         paid on all Policies held on the life of a Participant hereunder exceed
         an amount equal to the applicable percentage set forth below of all
         Contributions (other than Employee Contributions) and Forfeitures
         theretofore allocated or currently due on his behalf:

         (a)      49% in the case of ordinary life insurance or similar
                  policies.

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<PAGE>

         (b)      25% in the case of term insurance policies or a combination of
                  policies, with premiums on ordinary life insurance or similar
                  policies being given half weight.

         If such cumulative total premiums would otherwise exceed this amount,
         the necessary steps to avoid this result shall be taken by reduction of
         the Participant's life insurance coverage by changing all or a portion
         of his coverage to paid-up life insurance or by selling the excess
         portion to the Participant.

5B.4     DISPOSAL. A Participant who no longer wishes to have any part of his
         allocable share of Contributions used to pay the premiums for any Life
         Insurance Policy or Policies may withdraw a prior election by written
         notice to the Trustee to that effect. Any Policy shall be disposed of
         in accordance with its provisions as the Trustee shall direct.

5B.5     RIGHTS UNDER POLICIES. Each Policy shall provide that the Trustee shall
         have the right to receive any or all payments that may be due during
         the Participant's lifetime. Any death benefit shall be payable directly
         to the Beneficiary named in the Policy and the Participant shall have
         the right, subject to the terms of Section 3C, either directly or
         through the Trustee, to change the Beneficiary from time to time and to
         elect settlement options under the policy for the benefit of the
         Beneficiary. The Trustee shall have the right to exercise all other
         options and privileges contained in the policy and shall exercise such
         rights and privileges in a manner consistent with the terms of the
         Plan.

5B.6     LOANS. No loans shall be made against any of the Policies hereunder
         either from the Insurance Company or any other source unless such loans
         are made in order to pay amounts then due as premiums thereon.

5B.7     CONDITIONS OF COVERAGE. Except as may be otherwise provided in any
         conditional or binding receipt issued by the Insurance Company, there
         shall be no coverage and no death benefit payable under any Policy to
         be purchased from the Insurance Company until such Policy shall have
         been delivered and the premium therefor shall have been paid to the
         Insurance Company as a premium for that Policy. Neither the Employer
         nor the Trustee shall have any responsibility as to the effectiveness
         of any Life Insurance Policy purchased from the Insurance Company
         hereunder nor be under any liability or obligation to pay any amount to
         any Participant or his Beneficiary by reason of any failure or refusal
         by the Insurance Company to make such payment.

5B.8     POLICY NOT YET IN FORCE. If at the death of any Participant, the
         Trustee shall be holding any amount intended for the purchase of any
         Life Insurance Policy on the Participant's life, but coverage under
         such Policy shall not yet be in force, the Trustee shall credit such
         amount to the Participant's Account to be disposed of as a portion
         thereof.

5B.9     VALUE OF POLICY. The value of any Policy on the life of a living
         Participant for any purpose under this Plan shall be that amount which
         the Insurance Company would pay upon surrender of such Policy in
         accordance with its usual rules and practices.

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<PAGE>

5B.10    DIVIDENDS. If dividends are allowed on any Life Insurance Policy, they
         shall be used to provide additional benefits under the Policy.

5B.11    DISTRIBUTION No life insurance protection shall continue in force under
         the Plan subsequent to a Participant's retirement or Termination of
         Employment, whichever occurs first. As of such date, any Life Insurance
         Policy shall be distributed to the Participant in accordance with its
         terms and the terms of Section 3C.3.

5B.12    APPLICATION. The Trustee, if the Plan is trusteed, or custodian, if the
         Plan has a custodial account, shall apply for and will be the owner of
         any Life Insurance Policy purchased under the terms of this Plan. The
         Life Insurance Policy(ies) must provide that proceeds will be payable
         to the Trustee (or custodian, if applicable). However, the Trustee (or
         custodian) shall be required to pay over all proceeds of the Life
         Insurance Policy(ies) to the Participant's designated Beneficiary in
         accordance with the distribution provisions of this Plan. A
         Participant's Spouse will be the designated Beneficiary of the proceeds
         in all circumstances unless a Qualified Election has been made in
         accordance with Section 3C.2(c), Joint and Survivor Annuity
         Requirements, if applicable. Under no circumstances shall the Trust (or
         custodial account) retain any part of the proceeds.

         In the event of any conflict between the provisions of this Plan and
         any Life Insurance Policies or annuity contracts issued pursuant to the
         Plan, the Plan provisions shall control.

                                    5C. LOANS

5C.1     LOANS TO PARTICIPANTS. If the Employer has specified in its Adoption
         Agreement that loans are permitted, then the Plan Administrator may
         make a bona fide loan to a Participant, in an amount which, when added
         to the outstanding balance of all other loans to the Participant from
         all qualified plans of the Employer, does not exceed the lesser of
         $50,000 reduced by the excess of the Participant's highest outstanding
         loan balance during the 12 months preceding the date on which the loan
         is made over the outstanding loan balance on the date the new loan is
         made, or 50% of the Participant's Vested Interest in his Participant's
         Account excluding amounts attributable to QVEC Contributions.
         Notwithstanding any provision in this paragraph to the contrary, loans
         may not exceed a Participant's Vested Interest attributable to such
         contributions.

         In the event of default, foreclosure on the note and attachment of
         security will not occur until a distributable event occurs in the Plan.

         No loans will be made to any Shareholder-Employee or Owner-Employee or
         to family members of Shareholder-Employees or Owner-Employees, as
         defined in Code section 267(c)(4).

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         The loan shall be made under such terms, security interest, and
         conditions as the Plan Administrator deems appropriate, provided,
         however, that:

         (a)      Loans shall be made available to all Participants and
                  parties-in-interest (as defined in ERISA and including
                  Employees and Beneficiaries), on a reasonably equivalent
                  basis.

         (b)      Loans shall not be made available to Highly Compensated
                  Employees on a basis greater than the basis made available to
                  other Employees.

         (c)      Loans must bear a reasonable rate of interest.

         (d)      Loans are adequately secured.

         (e)      Unless the provisions of Section 3C.6 apply to a Participant,
                  loans may be made only after a Participant obtains the consent
                  of his Spouse, if any, to use his Participant's 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. A new consent shall be required if the
                  Participant's Account is used for renegotiation, extension,
                  renewal or other revision of the loan.

         (f)      Loans must be made in accordance with and subject to all of
                  the provisions of this Section 5C.

         If a valid spousal consent has been obtained in accordance with (e),
         then, notwithstanding any other provision of this Plan, the portion of
         the Participant's Vested Interest used as a security interest held by
         the Plan by reason of a loan outstanding to the Participant shall be
         taken into account for purposes of determining the amount of the
         account balance payable at the time of death or distribution, but only
         if the reduction is used as repayment of the loan. If less than 100% of
         the Participant's Vested Interest in his Participant's Account
         (determined without regard to the preceding sentence) is payable to the
         surviving Spouse, then the Participant's Account shall be adjusted by
         first reducing the Vested Interest by the amount of the security used
         as repayment of the loan, and then determining the benefit payable to
         the surviving Spouse.

5C.2     LOAN PROCEDURES. The Plan Administrator shall establish a written set
         of procedures, set forth in the summary plan description or any other
         established set of procedures, which becomes a part of such Plan by
         which all loans will be administered. Such rules, which are
         incorporated herein by reference, will include, but not be limited to
         the following:

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<PAGE>

         (a)      The person or persons authorized to administer the loan
                  program, identified by name or position;

         (b)      The loan application procedure;

         (c)      The basis for approving or denying loans;

         (d)      Any limits on the types of loans permitted;

         (e)      The procedure for determining a "reasonable" interest rate;

         (f)      Acceptable collateral;

         (g)      Default conditions; and

         (h)      Steps which will be taken to preserve Plan assets in the event
                  of default.

5C.3 USERRA LOAN SUSPENSION. Notwithstanding any other provision of this section
5C, if elected by the Employer in the Adoption Agreement, loan repayments under
the Plan shall be suspended as permitted under section 414(u)(4) of the Internal
Revenue Code.

                            5D. PARTICIPANTS' RIGHTS

5D.1     GENERAL RIGHTS OF PARTICIPANTS AND BENEFICIARIES. The Plan is
         established and the Plan or Trust assets are held for the exclusive
         purpose of providing benefits for such Employees and their
         Beneficiaries as have qualified to participate under the terms of the
         Plan.

5D.2     FILING A CLAIM FOR BENEFITS. A Participant or Beneficiary, or the
         Employer acting in his behalf, shall notify the Plan Administrator of a
         claim of benefits under the Plan. Such request shall be in writing to
         the Plan Administrator and shall set forth the basis of such claim and
         shall authorize the Plan Administrator to conduct such examinations as
         may be necessary to determine the validity of the claim and to take
         such steps as may be necessary to facilitate the payment of any
         benefits to which the Participant or Beneficiary may be entitled under
         the terms of the Plan.

5D.3     DENIAL OF CLAIM. Whenever a claim for benefits by any Participant or
         Beneficiary has been denied by a Plan Administrator, a written notice,
         prepared in a manner calculated to be understood by the Participant,
         must be provided, setting forth (1) the specific reasons for the
         denial; (2) the specific reference to pertinent Plan provisions on
         which the denial is based; (3) a description of any additional material
         or information necessary for the claimant to perfect the claim and an
         explanation of why such material or information is necessary; and (4)
         an explanation of the Plan's claim review procedure.

5D.4     REMEDIES AVAILABLE TO PARTICIPANTS. A Participant or Beneficiary (1)
         may request a review by a Named Fiduciary, other than the Plan
         Administrator, upon written application to the Plan; (2) may review
         pertinent Plan documents; and (3) may submit issues and comments in
         writing to a Named Fiduciary. A Participant or

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<PAGE>

         Beneficiary shall have 60 days after receipt by the claimant of
         written notification of a denial of a claim to request a review of a
         denied claim.

         A decision by a Named Fiduciary shall be made promptly and not later
         than 60 days after the Named Fiduciary's receipt of a request for
         review, unless special circumstances require an extension of the time
         for processing in which case a decision shall be rendered as soon as
         possible, but not later than 120 days after receipt of a request for
         review. The decision on review by a Named Fiduciary shall be in writing
         and shall include specific reasons for the decision, written in a
         manner calculated to be understood by the claimant, and specific
         references to the pertinent Plan provisions on which the decision is
         based.

         A Participant or Beneficiary shall be entitled, either in his own name
         or in conjunction with any other interested parties, to bring such
         actions in law or equity or to undertake such administrative actions or
         to seek such relief as may be necessary or appropriate to compel the
         disclosure of any required information, to enforce or protect his
         rights, to recover present benefits due to him or to clarify his rights
         to future benefits under the Plan.

5D.5     LIMITATION OF RIGHTS. Participation hereunder shall not grant any
         Participant the right to be retained in the Service of the Employer or
         any other rights or interest in the Plan or Trust fund other than those
         specifically herein set forth.

5D.6     100% VESTED CONTRIBUTIONS. Each Participant, regardless of his length
         of Service with the Employer, shall be fully vested (100%) at all times
         in any portion of his Participant's Account attributable to the
         following contributions, as applicable:

         (a)      Employee Contributions and earnings thereon;

         (b)      Elective Deferral Contributions and earnings thereon;

         (c)      Qualified Matching Contributions and earnings thereon;

         (d)      Qualified Nonelective Contributions and earnings thereon;

         (e)      Rollover Contributions and earnings thereon;

         (f)      QVEC Contributions and earnings thereon.

5D.7     REINSTATEMENT OF BENEFIT. In the event any portion of a benefit which
         is payable to a Participant or a Beneficiary shall remain unpaid on
         account of the inability of the Plan Administrator, after diligent
         effort, to locate such Participant or Beneficiary, the amount so
         distributable shall be treated as a Forfeiture under Section 3D. If a
         claim is made by the Participant or Beneficiary for any benefit
         forfeited under this Section, such benefit must be reinstated by the
         Employer.

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<PAGE>

5D.8     NON-ALIENATION. It is a condition of the Plan, and all rights of each
         Participant shall be subject thereto, that no right or interest of any
         Participant in the Plan shall be assignable or transferable in whole or
         in part, either directly or by operation of law or otherwise,
         including, but without limitation, execution, levy, garnishment,
         attachment, pledge, bankruptcy or in any other manner, and no right or
         interest of any Participant in the Plan shall be liable for or subject
         to any obligation or liability of such Participant. The preceding
         sentence shall not preclude the enforcement of a federal tax levy made
         pursuant to Code section 6331 or the collection by the United States on
         a judgement resulting from an unpaid tax assessment.

         The preceding paragraph shall also apply to the creation, assignment,
         or recognition of a right to any benefit payable with respect to a
         Participant pursuant to a domestic relations order, unless such order
         is determined to be a QDRO. A domestic relations order entered before
         January 1, 1985 will be treated as a QDRO if payment of benefits
         pursuant to the order has commenced as of such date, and may be treated
         as a QDRO if payment of benefits has not commenced as of such date,
         even though the order does not satisfy the requirements of Code section
         414(p).

         The first paragraph of this section shall not preclude:

         (a)         any assignment or alienation of benefits in pay status to
                  the extent that such assignment or alienation (i) is voluntary
                  and revocable, (ii) is not for the purpose of, nor has the
                  effect of, defraying Plan administration costs, and (iii) does
                  not, when combined with all other such assignments in the
                  aggregate, exceed 10% of any benefit payment, or

         (b)         any assignment or alienation of all, or any portion of,
                  benefits to a third party, including the participant's
                  employer, provided such assignment or alienation is (1)
                  voluntary and revocable and (2) the third party files with the
                  Plan Administrator a written acknowledgement meeting the
                  requirements of Treasury Regulation 1.401(a)-13(e)(2) (or any
                  successor regulation of similar purpose).

         The first sentence of this section 5D.8 shall not apply to any offset
of a Participants benefit under a Plan against an amount that the Participant is
ordered or required to pay to the plan if:

         (a)      the order or requirement to pay arises

                  (1)      under a judgment or conviction for a crime involving
                           such plan,

                  (2)      under a civil judgment (including a consent order or
                           decree) entered by a court in an action brought in
                           connection with a violation (or alleged violation) of
                           Part 4 of Subtitle B of Title 1 of the Employee
                           Retirement Income Security Act of 1974, or

                  (3)      pursuant to a settlement agreement between the
                           Secretary of Labor and the Participant, or a
                           settlement agreement between the Pension Benefit
                           Guarantee Corporation and the Participant, in
                           connection with a violation (or alleged violation of

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                           Part 4 of such Subtitle by a fiduciary or any other
                           person,

         (b)      the judgment, order, decree, or settlement expressly provides
                  for the offset of all or a part of the amount ordered or
                  required to be paid to the Plan against the Participant's
                  benefits provided under the Plan, and

         (c)      in a case in which the survivor annuity requirements of Code
                  section 401(a)(11) apply with respect to distributions from
                  the Plan to the Participant, if the Participant has a spouse
                  at the time at which the offset is to be made

                  (1)      either such spouse has consented in writing to such
                           offset and such consent is witnessed by a notary
                           public or representative of the Plan (or it is
                           established to the satisfaction of a Plan
                           representative that such consent may not be obtained
                           by reason of circumstances described in Code section
                           417(a)(2)(B)), or an election to waive the right of
                           the spouse to either a Qualified Joint and Survivor
                           Annuity or a Qualified Preretirement Survivor Annuity
                           is in effect in accordance with the requirements of
                           Code section 417(a),

                  (2)      such spouse is order or required in such judgment,
                           order, decree, or settlement to pay an amount to the
                           Plan in connection with a violation of Part 4 of such
                           Subtitle, or

                  (3)      in such judgment, order, decree, or settlement, such
                           spouse retains the right to receive the survivor
                           annuity under a Qualified Joint and Survivor Annuity
                           provided pursuant to Code section 401(a)(11)(A)(i)
                           and under a Qualified Preretirement Survivor Annuity
                           provided pursuant to Code section 401(a)(11)(A)(ii),
                           determined in accordance with subparagraph (d)
                           hereunder.

         (d)      The survivor annuity described in subparagraph (c)(3) above
                  shall be determined as if

                  (1)      the participant terminated employment on the date of
                           the offset,

                  (2)      there was no offset,

                  (3)      the Plan permitted commencement of benefits only on
                           or after Normal Retirement Age,

                  (4)      the Plan provided only the minimum-required Qualified
                           Joint and Survivor Annuity, and

                  (5)      the amount of the Qualified Preretirement Survivor
                           Annuity under the Plan is equal to the amount of the
                           survivor annuity payable under the minimum-required
                           Qualified Joint and Survivor Annuity.

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                  For purposes of this subparagraph (d), the term
                  "minimum-required Joint and Survivor Annuity" means the
                  Qualified Joint and Survivor Annuity which is the actuarial
                  equivalent of the Participant's accrued benefit (within the
                  meaning of Code section 411(a)(7)) and under which the
                  survivor annuity is 50 percent of the amount of the annuity
                  which is payable during the joint lives of the Participant and
                  the spouse.

         The judgement, order, requirement to pay, decree, or settlement
         agreement described above must have been entered into on or after
         August 5, 1997.

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                        ARTICLE VI - OVERSEER PROVISIONS

                    6A. FIDUCIARY DUTIES AND RESPONSIBILITIES

6A.1     GENERAL FIDUCIARY STANDARD OF CONDUCT. Each Fiduciary of the Plan shall
         discharge his duties hereunder solely in the interest of the
         Participants and their Beneficiaries and for the exclusive purpose of
         providing benefits to Participants and their Beneficiaries and
         defraying reasonable expenses of administering the Plan. Each Fiduciary
         shall act with the care, skill, prudence and diligence under the
         circumstances that a prudent man acting in a like capacity and familiar
         with such matters would use in conducting an enterprise of like
         character and with like aims, in accordance with the documents and
         instruments governing this Plan, insofar as such documents and
         instruments are consistent with this standard.

6A.2     SERVICE IN MULTIPLE CAPACITIES. Any Person or group of Persons may
         serve in more than one Fiduciary capacity with respect to this Plan,
         specifically including service both as Trustee and Plan Administrator.

6A.3     LIMITATIONS ON FIDUCIARY LIABILITY. Nothing in this Plan shall be
         construed to prevent any Fiduciary from receiving any benefit to which
         he may be entitled as a Participant or Beneficiary in this Plan, so
         long as the benefit is computed and paid on a basis which is consistent
         with the terms of this Plan as applied to all other Participants and
         Beneficiaries. Nor shall this Plan be interpreted to prevent any
         Fiduciary from receiving any reasonable compensation for services
         rendered, or for the reimbursement of expenses properly and actually
         incurred in the performance of his duties with the Plan; except that no
         Person so serving who already receives full-time pay from an Employer
         shall receive compensation from this Plan, except for reimbursement of
         expenses properly and actually incurred.

6A.4     INVESTMENT MANAGER. If an Investment Manager has been appointed
         pursuant to Section 6B.7 of this Plan, he is required to acknowledge in
         writing that he has undertaken a Fiduciary responsibility with respect
         to the Plan. The Insurance Company's liability as a Fiduciary is
         limited to that arising from its management of any assets of the Plan
         held by the Insurance Company in its separate accounts.

                           6B. THE PLAN ADMINISTRATOR

6B.1     DESIGNATION AND ACCEPTANCE. The Employer shall designate a Person or
         Persons to serve as Plan Administrator under the Plan and such Persons,
         by joining in the execution of the Adoption Agreement, accepts such
         appointment and agrees to act in accordance with the terms of the Plan.

6B.2     DUTIES AND RESPONSIBILITY. The Plan Administrator shall administer the
         Plan for the exclusive benefit of the Participants and their
         Beneficiaries in a nondiscriminatory manner subject to

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         the specific terms of the Plan. The Plan Administrator shall perform
         all such duties as are necessary to operate, administer, and manage the
         Plan in accordance with the terms thereof. This shall include
         notification to the Insurance Company of any adjustment made to a
         Participant's Account as a result of Excess Annual Additions as defined
         in Section 4C.1(b).

         The Plan Administrator shall comply with the regulatory provisions of
         ERISA and shall furnish to each Participant (a) a summary plan
         description, (b) upon written request, a statement of his total
         benefits accrued and his vested benefits if any and (c) the information
         necessary to elect the benefits available under the Plan. The Plan
         Administrator shall also file the appropriate annual reports and any
         other data which may be required by appropriate regulatory agencies.

         Furthermore, the Plan Administrator shall take the necessary steps to
         notify the appropriate interested parties whenever an application is
         made to the Secretary of the Treasury for a determination letter in
         accordance with Code section 7476 as amended.

6B.3     SPECIAL DUTIES. If the Employer that adopts this Plan is not the Plan
         Administrator, and the Plan provides for either Employee Contributions
         or Matching Contributions to be made, the Plan Administrator shall:

         (a)      Maintain records that enable it to monitor the adopting
                  Employer's compliance with the requirements of Code section
                  401(m);

         (b)      Perform the ACP test, as described in Section 4A.4, for the
                  Employer on an annual basis; and

         (c)      Notify the Employer if it is required to correct Excess
                  Aggregate Contributions.

6B.4     EXPENSES AND COMPENSATION. The expenses necessary to administer the
         Plan shall be taken from Participants' Accounts unless paid by the
         Employer, including but not limited to those involved in retaining
         necessary professional assistance from an attorney, an accountant, an
         actuary, or an investment advisor. Nothing shall prevent the Plan
         Administrator from receiving reasonable compensation for services
         rendered in administering this Plan, provided the Plan Administrator is
         not a full-time Employee of any Employer adopting this Plan.

6B.5     INFORMATION FROM EMPLOYER. To enable the Plan Administrator to perform
         his functions, the Employer shall supply full and timely information to
         the Plan Administrator on all matters relating to this Plan as the Plan
         Administrator may require.

6B.6     ADMINISTRATIVE COMMITTEE; MULTIPLE SIGNATURES. In the event that more
         than one Person has been duly nominated to serve on the Administrative
         Committee and has signified in writing the acceptance of such
         designation, the signature(s) of one or more Persons may be accepted by
         an interested party as conclusive evidence that the Administrative
         Committee has duly authorized

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         the action therein set forth and as representing the will of and
         binding upon the whole Administrative Committee. No Person receiving
         such documents or written instructions and acting in good faith and in
         reliance thereon shall be obliged to ascertain the validity of such
         action under the terms of this Plan. The Administrative Committee shall
         act by a majority of its members at the time in office, and such action
         may be taken either by a vote at a meeting or in writing without a
         meeting.

6B.7     RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR. The Plan
         Administrator, or any member of the Administrative Committee, may
         resign at any time by delivering to the Employer a written notice of
         resignation, to take effect at a date specified therein, which shall
         not be less than 30 days after the delivery thereof, unless such notice
         shall be waived.

         The Plan Administrator may be removed with or without cause by the
         Employer by delivery of written notice of removal, to take effect at a
         date specified therein, which shall be not less than thirty (30) days
         after delivery thereof, unless such notice shall be waived.

         The Employer, upon receipt of or giving notice of the resignation or
         removal of the Plan Administrator, shall promptly designate a successor
         Plan Administrator who must signify acceptance of this position in
         writing. In the event no successor is appointed, the Board of Directors
         of the Employer will function as the Administrative Committee until a
         new Plan Administrator has been appointed and has accepted such
         appointment.

6B.8     INVESTMENT MANAGER. The Plan Administrator may appoint, in writing, an
         Investment Manager or Managers to whom is delegated the authority to
         manage, acquire, invest or dispose of all or any part of the Plan or
         Trust assets. With regard to the assets entrusted to his care, the
         Investment Manager shall provide written instructions and directions to
         the Employer or Trustee, as applicable, who shall in turn be entitled
         to rely upon such written direction. This appointment and delegation
         shall be evidenced by a signed written agreement.

6B.9     DELEGATION OF DUTIES. The Plan Administrator shall have the power, to
         the extent permitted by law, to delegate the performance of such
         Fiduciary and non-Fiduciary duties, responsibilities and functions as
         the Plan Administrator shall deem advisable for the proper management
         and administration of the Plan in the best interests of the
         Participants and their Beneficiaries.

                               6C. TRUST AGREEMENT

This agreement entered into by and among the Employer, the Plan Administrator
and the Trustee pursuant to the Adoption Agreement completed and signed by the
Employer, the Plan Administrator and Trustee, hereby establishes the Trust with
the following provisions to form a part of and implement the provisions of the
Plan. These provisions shall not be applicable to any Plan where CIGNA Bank &
Trust Company, FSB has been named as Trustee of the Plan in the

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Adoption Agreement, as of the later of the date CIGNA Bank & Trust Company, FSB
counter-signs the trust agreement or the effective date of the trust agreement.

6C.1     CREATION AND ACCEPTANCE OF TRUST. The Trustee, by joining in the
         execution of the Adoption Agreement, accepts the Trust hereby created
         and agrees to act in accordance with the express terms and conditions
         herein stated.

6C.2     TRUSTEE CAPACITY; CO-TRUSTEES. The Trustee may be a Bank, Trust Company
         or other corporation possessing trust powers under applicable State or
         Federal law or one or more individuals or any combination thereof.

         When two or more persons serve as Trustee, they are specifically
         authorized, by a written agreement between themselves, to allocate
         specific responsibilities, obligations or duties among themselves. An
         original copy of such written agreement is to be delivered to the Plan
         Administrator.

6C.3     RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR TRUSTEE. Any Trustee
         may resign at any time by delivering to the Plan Administrator a
         written notice of resignation, to take effect at a date specified
         therein, which shall not be less than 30 days after the delivery
         thereof, unless such notice shall be waived.

         The Trustee may be removed with or without cause by the Board of
         Directors by delivery of a written notice of removal, to take effect at
         a date specified therein, which shall not be less than 30 days after
         delivery thereof, unless such notice shall be waived.

         In the case of the resignation or removal of a Trustee, the Trustee
         shall have the right to a settlement of its account, which may be made,
         at the option of the Trustee, either (1) by judicial settlement in an
         action instituted by the Trustee in a court of competent jurisdiction,
         or (2) by written agreement of settlement between the Trustee and the
         Plan Administrator.

         Upon such settlement, all right, title and interest of such Trustee in
         the assets of the Trust and all rights and privileges under this
         Agreement theretofore vested in such Trustee shall vest in the
         successor Trustee, and thereupon all future liability of such Trustee
         shall terminate; provided, however, that the Trustee shall execute,
         acknowledge and deliver all documents and written instruments which are
         necessary to transfer and convey the right, title and interest in the
         Trust assets, and all rights and privileges to the successor Trustee.

         The Board of Directors, upon receipt of notice of the resignation or
         removal of the Trustee, shall promptly designate a successor Trustee,
         whose appointment is subject to acceptance of this Trust in writing and
         shall notify the Insurance Company in writing of such successor
         Trustee.

6C.4     TAXES, EXPENSES AND COMPENSATION OF TRUSTEE. The Trustee shall deduct
         from and charge against the Trust fund any taxes paid by it which may
         be imposed upon the Trust fund or the income thereof

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<PAGE>

         or which the Trustee is required to pay with respect to the interest of
         any person therein.

         The Employer shall pay the Trustee annually its expenses in
         administering the Trust and a reasonable compensation for its service
         as Trustee hereunder if the Trustee is not an Employee of the Plan, at
         a rate to be agreed upon from time to time. The reasonable compensation
         shall include that for any extraordinary services.

6C.5     TRUSTEE ENTITLED TO CONSULTATION. The Trustee shall be entitled to
         advice of counsel, which may be counsel for the Plan or the Employer,
         in any case in which the Trustee shall deem such advice necessary. With
         the exception of those powers and duties specifically allocated to the
         Trustee by the express terms of this Plan, it shall not be the
         responsibility of the Trustee to interpret the terms of the Plan or
         Trust and the Trustee may request, and is entitled to receive guidance
         and written direction from the Plan Administrator on any point
         requiring construction or interpretation of the Plan documents.

6C.6     RIGHTS, POWERS AND DUTIES OF TRUSTEE. The Trustee shall have the
         following rights, powers, and duties:

         (a)      The Trustee shall be responsible for the safekeeping and
                  administering of the assets of this Plan and Trust in
                  accordance with the provisions of this Agreement and any
                  amendments thereto. The duties of the Trustee under this
                  Agreement shall be determined solely by the express provisions
                  of this Agreement and no other further duties or
                  responsibilities shall be implied. Subject to the terms of
                  this Plan and Trust, the Trustee shall be fully protected and
                  shall incur no liability in acting in reliance upon the
                  written instructions or directions of the Plan Administrator
                  or a duly designated Investment Manager or any other Named
                  Fiduciary.

         (b)      The Trustee shall have all powers necessary or convenient for
                  the orderly and efficient performance of its duties hereunder,
                  including but not limited to those specified in this Section.
                  The Trustee may appoint one or more administrative agents or
                  contract for the performance of such administrative and
                  service functions as it may deem necessary for the effective
                  installation and operation of the Plan and Trust.

         (c)      The Trustee shall have the power to collect and receive any
                  and all monies and other property due hereunder and to give
                  full discharge and acquittance therefor; to settle, compromise
                  or submit to arbitration any claims, debts or damages due or
                  owing to or from the Trust; to commence or defend suits or
                  legal proceedings wherever, in its judgment, any interest of
                  the Trust requires it; and to represent the Trust in all suits
                  or legal proceedings in any court of law or equity or before
                  any other body or tribunal. It shall have the power generally
                  to do all acts, whether or not expressly authorized, which the
                  Trustee in the exercise of

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                  its Fiduciary responsibility may deem necessary or desirable
                  for the protection of the Trust and the assets thereof.

         (d)      The Trustee shall make application to the Insurance Company
                  for the Annuity Contract required hereunder and shall take all
                  necessary steps to obtain any Life Insurance Policies elected
                  on the lives of Participants hereunder. In applying for the
                  Annuity Contract, the Trustee may indicate that, unless it
                  directs the Insurance Company otherwise, it shall be entitled
                  to receive all cash payments for further distribution to
                  Participants and Beneficiaries.

         (e)      The Trustee may temporarily hold cash balances and shall be
                  entitled to deposit any such funds received in a bank account
                  or bank accounts in the name of the Trust in any bank or banks
                  selected by the Trustee, including the banking department of
                  the Trustee, pending disposition of such funds in accordance
                  with the Trust. Any such deposit may be made with or without
                  interest.

         (f)      The Trustee shall obtain and deal with any Life Insurance
                  Policies or other assets of this Trust held or received under
                  this Plan only in accordance with the written directions from
                  the Plan Administrator. The Trustee shall be under no duty to
                  determine any facts or the propriety of any action taken or
                  omitted by it in good faith pursuant to instructions from the
                  Plan Administrator.

         (g)      All contributions made to the Trust fund under this Plan shall
                  be paid by the Trustee to the Insurance Company under the
                  Annuity Contract within 30 days after the date such
                  contributions were due under the Plan. However, in lieu of
                  holding any contributions made to the Trust fund, the Trustee
                  may direct that all such contributions be made directly to the
                  Insurance Company under the Annuity Contract or any Life
                  Insurance Policy. The Employer shall keep the Trustee informed
                  of all contributions made directly to the Insurance Company in
                  accordance with the Trustee's instructions.

         (h)      If the whole or any part of the Trust shall become liable for
                  the payment of any estate, inheritance, income or other tax
                  which the Trustee shall be required to pay, the Trustee shall
                  have full power and authority to pay such tax out of any
                  monies or other property in its hands for the account of the
                  person whose interest hereunder is so liable. Prior to making
                  any payment, the Trustee may require such releases or other
                  documents from any lawful taxing authority as it shall deem
                  necessary. The Trustee shall not be liable for any nonpayment
                  of tax when it distributes an interest hereunder on
                  instructions from the Plan Administrator.

         (i)      The Trustee shall keep a full, accurate and detailed record of
                  all transactions of the Trust which the Plan Administrator
                  shall have the right to examine at any time during the
                  Trustee's regular business hours. Following the close of the
                  fiscal year of the Trust, or as soon as practical thereafter,
                  the Trustee shall furnish the Plan

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                  Administrator with a statement of account. This account shall
                  set forth all receipts, disbursements and other transactions
                  effected by the Trustee during said year.

                  The Plan Administrator shall promptly notify the Trustee in
                  writing of its approval or disapproval of the account. The
                  Plan Administrator's failure to disapprove the account within
                  60 days after receipt shall be considered an approval. The
                  approval by the Plan Administrator shall be binding as to all
                  matters embraced in any statement to the same extent as if the
                  account of the Trustee had been settled by judgment or decree
                  of a court of competent jurisdiction under which the Trustee,
                  Plan Administrator, Employer and all persons having or
                  claiming any interest in the Trust were parties; provided,
                  however, that the Trustee may have its account judicially
                  settled if it so desires.

         (j)      If, at any time, there shall be a dispute as to the person to
                  whom payment or delivery of monies or property should be made
                  by the Trustee, or regarding any action to be taken by the
                  Trustee, the Trustee may postpone such payment, delivery or
                  action, retaining the funds or property involved, until such
                  dispute shall have been resolved in a court of competent
                  jurisdiction or the Trustee shall have been indemnified to its
                  satisfaction or until it has received written direction from
                  the Plan Administrator.

         (k)      Anything in this instrument to the contrary notwithstanding,
                  it shall be understood that the Trustee shall have no duty or
                  responsibility with respect to the determination of matters
                  pertaining to the eligibility of any Employee to become or
                  remain a Participant hereunder, the amount of benefit to which
                  any Participant or Beneficiary shall be entitled hereunder,
                  all such responsibilities being vested in the Plan
                  Administrator. The Trustee shall have no duty to collect any
                  contribution from the Employer and shall not be concerned with
                  the amount of any contribution nor the application of any
                  contribution formula.

6C.7     EVIDENCE OF TRUSTEE ACTION. In the event that the Trustee comprises two
         or more Trustees, then those Trustees may designate one such Trustee to
         transmit all decisions of the Trustee and to sign all necessary notices
         and other reports on behalf of the Trustee. All notices and other
         reports bearing the signature of the individual Trustee so designated
         shall be deemed to bear the signatures of all the individual Trustees
         and all parties dealing with the Trustee are entitled to rely on any
         such notices and other reports as authentic and as representing the
         action of the Trustee.

6C.8     INVESTMENT POLICY. This Plan has been established for the sole purpose
         of providing benefits to the Participants and their Beneficiaries. In
         determining its investments hereunder, the Trustee shall take account
         of the advice provided by the Plan Administrator as to funding policy
         and the short and long-range needs of the Plan based on the evident and
         probable requirements of the Plan as to the time benefits shall be
         payable and the requirements therefor.

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6C.9     PERIOD OF THE TRUST. If it shall be determined that the applicable
         State law requires a limitation on the period during which the
         Employer's Trust shall continue, then such Trust shall not continue for
         a period longer than 21 years following the death of the last of those
         Participants including future Participants who are living at the
         Effective Date hereof. At least 180 days prior to the end of the
         twenty-first year as described in the first sentence of this Section
         the Employer, the Plan Administrator and the Trustee shall provide for
         the establishment of a successor trust and transfer of Plan assets to
         the Trustee. If applicable State law requires no such limitation, then
         this Section shall not be operative.

                            6D. THE INSURANCE COMPANY

6D.1     DUTIES AND RESPONSIBILITIES. The Insurance Company shall issue the
         Annuity Contract and any Policies hereunder and thereby assumes all the
         duties and responsibilities set forth therein. The terms of the Annuity
         Contract may be changed as provided therein without amending this Plan,
         provided such changes shall conform (1) to the requirements for
         qualification under Code section 401(a), as amended from time to time
         and (2) to ERISA, as amended from time to time.

6D.2     RELATION TO EMPLOYER, PLAN ADMINISTRATOR AND PARTICIPANTS. The
         Insurance Company may receive the statement of the Plan Administrator
         or, if the Plan Administrator so designates, the Employer or the
         Trustee, as conclusive evidence of any of the matters decided in the
         Plan, and the Insurance Company shall be fully protected in taking or
         permitting any action on the basis thereof and shall incur no liability
         or responsibility for so doing. The Insurance Company shall not be
         required to look into the terms of the Plan, to question any action by
         the Employer or the Plan Administrator or any Participant nor to
         determine that such action is properly taken under the Plan. The
         Insurance Company shall be fully discharged from any and all liability
         with respect to any payment to any Participant hereunder in accordance
         with the terms of the Annuity Contract or of any Policies under the
         Plan. The Insurance Company shall not be required to take any action
         contrary to its normal rules and practices.

6D.3     RELATION TO TRUSTEE. The Insurance Company shall not be required to
         look into the terms of the Plan or question any action of the Trustee,
         and the Insurance Company shall not be responsible for seeing that any
         action of the Trustee is authorized by the terms hereof. The Insurance
         Company shall be under no obligation to take notice of any change in
         Trustee until evidence of such change satisfactory to the Insurance
         Company shall have been given to the Insurance Company in writing at
         its home office.

                              6E. ADOPTING EMPLOYER

6E.1     ELECTION TO BECOME ADOPTING EMPLOYER. With the consent of the Employer
         and Trustee, if any, any employer, which along with the Employer is
         included in a group of employers which constitute a

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<PAGE>

         controlled group of corporations (as defined in Code section 414(b)) or
         which constitutes trade or businesses (whether or not incorporated)
         which are under common control (as defined in section 414(c)) or which
         constitutes an affiliated service group as defined in section 414(m)
         and is identified as an Adopting Employer in the Adoption Agreement,
         may adopt this Plan and all of its provisions.

6E.2     DEFINITION. Any employer eligible to adopt this Plan under the
         provisions of Section 6E.1 and which adopts this Plan and all of its
         provisions, shall be known as an Adopting Employer and shall be
         included within the term Employer, as defined in Section 1.25.

6E.3     EFFECTIVE DATE OF PLAN. The effective date of the Plan for an Adopting
         Employer on other than the date specified in the Adoption Agreement
         shall be the first day of the Plan Year in which such Adopting Employer
         adopts this Plan.

6E.4     FORFEITURES. Forfeitures of any nonvested portion of a Participant's
         Account, as selected by the Employer in the Adoption Agreement, shall
         be allocated only to other Participants who are employed by the
         Adopting Employer who made the contributions to such Participant's
         Account, or shall be used as a credit only for such Adopting Employer.

6E.5     CONTRIBUTIONS. All contributions made by an Adopting Employer shall be
         determined separately by each Adopting Employer and shall be paid to
         and held by the Plan for the exclusive benefit of the Employees of such
         Adopting Employer and the Beneficiaries of such Employees, subject to
         all the terms and conditions of this Plan. The Plan Administrator shall
         keep separate books and records concerning the affairs of each Adopting
         Employer and as to the accounts and credits of the Employees of each
         Adopting Employer.

6E.6     EXPENSES. Subject to Section 6B.4, the expenses necessary to administer
         the Plan of any Adopting Employer shall be taken from accounts of
         Participants who are Employees, or accounts of Participants who were
         former Employee, of such Adopting Employer unless paid for by such
         Adopting Employer. The expenses necessary to administer the Plan for
         each Adopting Employer shall be determined by the ratio of the value of
         all Participants' Accounts of such Adopting Employers to the total
         value of all Participants' Accounts of each Adopting Employer.

6E.7     SUBSTITUTION OF PLANS. Subject to the provisions of Section 7C, any
         Adopting Employer shall be permitted to withdraw from its participation
         in this Plan. The consent of the Employer or any other Adopting
         Employer shall not be required.

6E.8     TERMINATION OF PLANS. If any Adopting Employer elects to terminate its
         Plan pursuant to Sections 7B.4, 7B.5 and 7B.6, such termination shall
         in no way affect the Plan of any other Adopting Employer.

6E.9     AMENDMENT. Amendment of this Plan by the Employer or any Adopting
         Employer shall only be by the written consent of the Employer and each
         and every Adopting Employer and with the

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<PAGE>

         consent of the Trustee, if any, where such consent is necessary in
         accordance with the terms of this Plan.

6E.10    PLAN ADMINISTRATOR'S AUTHORITY. The Plan Administrator shall have
         authority to make any and all necessary rules or regulations, binding
         upon all Adopting Employers and all Participants, to effectuate the
         purpose of this Section 6E.

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          ARTICLE VII - SPECIAL CIRCUMSTANCES WHICH MAY AFFECT THE PLAN

                            7A. TOP-HEAVY PROVISIONS

7A.1     DEFINITIONS.

         (a)      ANNUAL COMPENSATION. The term Annual Compensation means
                  Compensation as defined in the Limitations on Allocations
                  section of the Adoption Agreement, but including, for all Plan
                  Years, amounts contributed by the Employer pursuant to a
                  salary reduction agreement which are excludable from the
                  Employee's gross income under Code section 125, section
                  402(e)(3), section 402(h)(1)(B) or section 403(b). Effective
                  for Plan Years beginning on or after the date specified by the
                  Employer in section XIII.C of the Adoption Agreement
                  (Limitations on Allocations), Compensation shall include
                  elective amounts that are not includible in the gross income
                  of the Employee by reason of Code section 132(f)(4).

         (b)      DETERMINATION DATE. The term 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,
                  it means the last day of that year.

         (c)      DETERMINATION PERIOD. The term Determination Period means the
                  Plan Year containing the Determination Date and the four
                  preceding Plan Years.

         (d)      KEY EMPLOYEE. The term Key Employee means any Employee or
                  former Employee (and the Beneficiaries of such Employee) who
                  at any time during the Determination Period was:

                  (1)      An officer of the Employer if such individual's
                           Annual Compensation exceeds 50 percent of the dollar
                           limitation under Code section 415(b)(1)(A); or

                  (2)      An owner (or considered an owner under Code section
                           318) of one of the ten largest interests in the
                           Employer if such individual's Annual Compensation
                           exceeds 100 percent of the dollar limitation under
                           Code section 415(c)(1)(A); or

                  (3)      A 5-percent owner of the Employer; or

                  (4)      A 1-percent owner of the Employer who has Annual
                           Compensation of more than $150,000.

                  The determination of who is a Key Employee will be made in
                  accordance with Code section 416(I)(1) and related
                  regulations.

         (e)      PERMISSIVE AGGREGATION GROUP. The term Permissive Aggregation
                  Group means the Required Aggregation Group of plans plus any
                  other plan or plans of the Employer which, when considered as
                  a group with the Required Aggregation

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                  Group, would continue to satisfy the requirements of Code
                  sections 401(a)(4) and 410.

         (f)      PRESENT VALUE. Present Value shall be based only on the
                  interest and mortality rates specified in the Adoption
                  Agreement.

         (g)      REQUIRED AGGREGATION GROUP. The term Required Aggregation
                  Group means (1) each qualified plan of the Employer in which
                  at least one Key Employee participates or participated at any
                  time during the Determination Period (regardless of whether
                  the plan has terminated), and (2) any other qualified plan of
                  the Employer which enables a plan described in (1) to meet the
                  requirements of Code sections 401(a)(4) or 410.

         (h)      TOP-HEAVY PLAN. For any Plan Year beginning after December 31,
                  1983, this Plan is Top-Heavy if any of the following
                  conditions exists:

                  (1)      If the Top-Heavy Ratio for this Plan exceeds 60
                           percent and this Plan is not part of any Required
                           Aggregation Group or Permissive Aggregation Group of
                           plans.

                  (2)      If this Plan is a part of a Required Aggregation
                           Group of plans but not part of a Permissive
                           Aggregation Group and the Top-Heavy Ratio for the
                           group of plans exceeds 60 percent.

                  (3)      If this Plan is a part of a Required Aggregation
                           Group and part of a Permissive Aggregation Group of
                           plans and the Top-Heavy Ratio for the Permissive
                           Aggregation Group exceeds 60 percent.

         (i)      TOP-HEAVY RATIO. The term Top-Heavy Ratio means:

                  (1)      If the Employer maintains one or more defined
                           contribution plans (including any simplified employee
                           pension plan) and the Employer has not maintained any
                           defined benefit plan which during the 5-year period
                           ending on the Determination Date(s) has or has had
                           accrued benefits, the Top-Heavy Ratio for this Plan
                           alone or for the Required or Permissive Aggregation
                           Group, as appropriate, is a fraction, the numerator
                           of which is the sum of the account balances of all
                           Key Employees as of the Determination Date(s)
                           (including any part of any account balance
                           distributed in the 5-year period ending on the
                           Determination Date(s)), and the denominator of which
                           is the sum of all account balances (including any
                           part of any account balance distributed in the 5-year
                           period ending on the Determination Date(s)), both
                           computed in accordance with Code section 416 and
                           related regulations. Both the numerator and
                           denominator of the Top-Heavy Ratio are increased to
                           reflect any contribution not actually made as of the
                           Determination Date, but which is

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                           required to be taken into account on that date under
                           Code section 416 and related regulations.

                  (2)      If the Employer maintains one or more defined
                           contribution plans (including any simplified employee
                           pension plans as defined in Code section 408(k)) and
                           the Employer maintains or has maintained one or more
                           defined benefit plans, which during the 5-year period
                           ending on the Determination Date(s) has or has had
                           any accrued benefits, the Top-Heavy Ratio for any
                           Required or Permissive Aggregation Group as
                           appropriate is a fraction, the numerator of which is
                           the sum of account balances under the aggregated
                           defined contribution plan or plans for all Key
                           Employees, determined in accordance with (1) above,
                           and the Present Value of accrued benefits under the
                           aggregated defined benefit plan or plans for all Key
                           Employees as of the Determination Date(s), and the
                           denominator of which is the sum of the account
                           balances under the aggregated defined contribution
                           plan or plans for all Participants, determined in
                           accordance with (1) above, and the Present Value of
                           accrued benefits under the defined benefit plan or
                           plans for all Participants as of the Determination
                           Date(s), all determined in accordance with Code
                           section 416 and related regulations. The accrued
                           benefits under a defined benefit plan in both the
                           numerator and denominator of the Top-Heavy Ratio are
                           increased for any distribution of an accrued benefit
                           made in the 5-year period ending on the Determination
                           Date.

                  (3)      For purposes of (1) and (2) above, the value of
                           account balances and the Present Value of accrued
                           benefits will be determined as of the most recent
                           Valuation Date that falls within or ends with the
                           12-month period ending on the Determination Date,
                           except as provided in Code section 416 and the
                           regulations thereunder for the first and second plan
                           years of a defined benefit plan. The account balances
                           and accrued benefits of a Participant (I) who is not
                           a Key Employee but who was a Key Employee in a prior
                           year, or (ii) who has not been credited with at least
                           one Hour of Service with any Employer maintaining the
                           Plan at any time during the 5-year period ending on
                           the Determination Date shall be disregarded. The
                           calculation of the Top-Heavy Ratio, and the extent to
                           which distributions, rollovers, and transfers are
                           taken into account, will be made in accordance with
                           Code section 416 and the regulations thereunder. QVEC
                           Contributions will not be taken into account for
                           purposes of computing the Top-Heavy Ratio. When
                           aggregating plans, the value of account balances and
                           accrued benefits will be calculated with reference to
                           the Determination Dates that fall within the same
                           calendar year. The accrued benefit of a Participant
                           other than a Key Employee shall be determined under
                           (a) the method, if any, that uniformly applies for
                           accrual purposes under all defined benefit plans

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                           maintained by the Employer, or (b) if there is no
                           such method, as if such benefit accrued not more
                           rapidly than the slowest accrual rate permitted under
                           the fractional rule of Code section 411(b)(1)(C).

         (j)      VALUATION DATE. The term Valuation Date means the date
                  specified in the Top-Heavy Provisions section of the Adoption
                  Agreement as of which account balances or accrued benefit are
                  valued for purposes of calculating the Top-Heavy Ratio.

7A.2     MINIMUM ALLOCATION. For any Plan Year in which the Plan is Top-Heavy,
         the following will apply:

         (a)      Except as otherwise provided in (c) and (d) below, the
                  Employer contributions and Forfeitures allocated on behalf of
                  any Participant who is not a Key Employee shall not be less
                  than the lesser of three percent of such Participant's
                  Compensation or in the case where the Employer has no defined
                  benefit plan which designates this Plan to satisfy Code
                  section 401, the largest percentage of Employer contributions
                  and Forfeitures, as limited by Code section 401(a)(17),
                  allocated on behalf of any Key Employee for that year. The
                  Minimum Allocation is determined without regard to any Social
                  Security contribution. This Minimum Allocation shall be made
                  even though, under other Plan provisions, the Participant
                  would not otherwise be entitled to receive an allocation, or
                  would have received a lesser allocation for the year because
                  of (1) the Participant's failure to complete 1,000 Hours of
                  Service (or any equivalent provided in the Plan), or (2) the
                  Participant's failure to make Required Employee Contributions
                  to the Plan, or (3) Compensation less than a stated amount.

         (b)      For purposes of computing the Minimum Allocation, Compensation
                  shall mean Compensation as defined in the Compensation section
                  of the Adoption Agreement as limited by Code section
                  401(a)(17).

                  Notwithstanding the above, if elected by the Employer in the
                  Adoption Agreement, Compensation shall include any amount
                  which is contributed by the Employer pursuant to a salary
                  reduction agreement and which is not includable in the
                  Employee's gross income under Code sections 125, 401(a)(8),
                  402(h) or 403(b). Effective for years beginning on or after
                  January 1, 2001 (or such earlier date specified in section
                  IV.C of the Adoption Agreement which cannot be earlier than
                  January 1, 1998), Code section 132(f)(4) deferrals shall be
                  treated in the same manner as section 125 deferrals.

                  Effective for years beginning on or after January 1, 2001 (or
                  such earlier date specified in section IV.C of the Adoption
                  Agreement which cannot be earlier than January 1, 1998), Code
                  section 132(f)(4) deferrals shall be treated in the same
                  manner as section 125 deferrals.

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         (c)      The provision in (a) above shall not apply to any Participant
                  who was not employed by the Employer on the last day of the
                  Plan Year.

         (d)      The provision in (a) above shall not apply to any Participant
                  to the extent the Participant is covered under any other plan
                  or plans of the Employer and the Employer has provided in the
                  Top-Heavy Provisions section of the Adoption Agreement that
                  the Minimum Allocation or benefit requirement applicable to
                  Top-Heavy plans will be met in the other plan or plans.

         (e)      The Minimum Allocation required (to the extent required to be
                  nonforfeitable under Code section 416(b)) may not be forfeited
                  under Code sections 411(a)(3)(B) or 411(a)(3)(D).

         (f)      Neither Elective Deferral Contributions nor Matching
                  Contributions may be taken into account for the purpose of
                  satisfying this Minimum Allocation Requirement.

7A.3     MINIMUM VESTING SCHEDULE. For any Plan Year in which this Plan is
         Top-Heavy, one of the minimum vesting schedules as elected by the
         Employer in the Adoption Agreement will automatically apply to the
         Plan. The minimum vesting schedule applies to all benefits within the
         meaning of Code section 411(a)(7) except those attributable to Employee
         Contributions, Elective Deferral Contributions, QVEC Contributions and
         Rollover Contributions including benefits accrued before the effective
         date of Code section 416 and benefits accrued before the Plan became
         Top-Heavy. Further, no decrease in a Participant's nonforfeitable
         percentage may occur in the event the Plan's status as Top-Heavy
         changes for any Plan Year. However, this Section does not apply to the
         account balances of any Employee who does not have an Hour of Service
         after the Plan has initially become Top-Heavy. Such Employee's account
         balance attributable to Employer contributions and Forfeitures will be
         determined without regard to this Section.

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<PAGE>

                7B. AMENDMENT, TERMINATION OR MERGER OF THE PLAN

7B.1     AMENDMENT OF ELECTIONS UNDER ADOPTION AGREEMENT BY EMPLOYER. The party
         elected by the Employer in the Adoption Agreement shall have the right
         from time to time to change the elections under its Adoption Agreement
         in a manner consistent with the Plan, provided that such amendment or
         modification shall be in accordance with the Board of Director's
         resolution, if applicable, that describes the amendment procedure and
         provided further that the written amendment or modification is signed
         by the party elected by the Employer in the Adoption Agreement. The
         amendment must be accepted by the Sponsoring Organization. Upon any
         such change in the Elections under the Adoption Agreement, the Plan
         Administrator, the Trustee and the Sponsoring Organization shall be
         furnished a copy thereof. If the Plan's vesting schedule is amended, or
         the Plan is amended in any way that directly or indirectly affects the
         computation of the Participant's nonforfeitable percentage or if the
         Plan is deemed amended by an automatic change to a top-heavy vesting
         schedule, each Participant with at least 3 years of Service with the
         Employer may elect, in writing, within a reasonable period after the
         adoption of the amendment or change, to have the nonforfeitable
         percentage computed under the Plan without regard to such amendment or
         change. For Participants who do not have at least l Hour of Service in
         any Plan Year beginning after December 31, 1988, the preceding sentence
         shall be applied by substituting "5 years of Service" for "3 years of
         Service" where such language appears.

         The period during which the election must be made by the Participant
         shall begin no later than the date the Plan amendment is adopted and
         end no later than after the latest of the following dates:

         (a)      The date which is 60 days after the day the amendment is
                  adopted;

         (b)      The date which is 60 days after the day the amendment becomes
                  effective; or

         (c)      The date which is 60 days after the day the Participant is
                  issued written notice of the amendment by the Employer or Plan
                  Administrator.

         Such written election by a Participant shall be made to the Plan
         Administrator, who shall then give written notice to the Insurance
         Company.

         No amendment to the Plan shall be effective to the extent that it has
         the effect of decreasing a Participant's Accrued Benefit.
         Notwithstanding the preceding sentence, a Participant's Account balance
         may be reduced to the extent permitted under Code section 412(c)(8).
         For purposes of this paragraph, a Plan amendment which has the effect
         of decreasing a Participant's Account balance, with respect to benefits
         attributable to service before the amendment, shall be treated as
         reducing an Accrued Benefit. Furthermore, if the vesting schedule of a
         Plan is amended, in the case of an Employee who is a Participant as of
         the later of the

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<PAGE>

         date such amendment is adopted or the date it becomes effective, the
         nonforfeitable percentage (determined as of such date) of such
         Employee's Employer-derived Accrued Benefit will not be less than the
         percentage computed under the Plan without regard to such amendment.

         No amendment to the Plan shall be effective to eliminate or restrict an
         optional form of benefit. The preceding sentence shall not apply to a
         plan amendment that eliminates or restricts the ability of a
         Participant to receive payment of his or her account balance under a
         particular optional form of benefit if the amendment satisfies the
         conditions in (1) and (2) below:

         (1)         The amendment provides a single-sum distribution form that
                  is otherwise identical to the optional form of benefit
                  eliminated or restricted. For purposes of this condition (1),
                  a single-sum distribution form is otherwise identical only if
                  it is identical in all respects to the eliminated or
                  restricted optional form of benefit (or would be identical
                  except that is provides greater rights to the Participant)
                  except with respect to the timing of payments after
                  commencement.

         (2)         The amendment is not effective unless the amendment
                  provides that the amendment shall not apply to any
                  distribution with an annuity starting date earlier than the
                  earlier of: (i) the 90th day after the date the Participant
                  receiving the distribution has been furnished a summary that
                  reflects the amendment and satisfies the ERISA requirements at
                  29 CFR 2520.104b-3 relating to a summary of material
                  modifications or (ii) the first day of the second Plan Year
                  following the Plan Year in which the amendment is adopted.

         In the event of an amendment to a money purchase pension plan
         (including a target benefit plan) to convert it to a profit sharing
         plan (including a thrift plan or plan with a 401(k) feature), the
         resulting plan shall separately account in each affected Participant's
         Account for amounts attributable to coverage under the money purchase
         plan, including future earnings on such amounts. On and after the date
         of such amendment, these money purchase plan amounts shall remain
         subject to the money purchase plan restrictions on distribution.

         The Employer may (1) change the choice of options in the Adoption
         Agreement, (2) add overriding language in the Adoption Agreement when
         such language is necessary to satisfy Code sections 415 or 416 because
         of the required aggregation of multiple plans, and (3) add certain
         model amendments published by the Internal Revenue Service which
         specifically provide that their adoption will not cause the Plan to be
         treated as individually designed. An Employer that amends the Plan for
         any other reason, including a waiver of the minimum funding
         requirements under Code section 412(d), will no longer participate in
         this prototype plan and will be considered to have an individually
         designed plan.

7B.2     AMENDMENT OF PLAN, TRUST, AND FORM OF ADOPTION AGREEMENT. The
         Sponsoring Organization may amend this Plan and Trust, and the form of
         the Adoption Agreement, and the Employer in adopting this

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                                     -126-

<PAGE>

         Plan and the Plan Administrator and the Trustee in accepting
         appointment as Plan Administrator and as Trustee, shall be deemed to
         have consented to any such amendment by executing the Adoption
         Agreement, provided that the written consent of the Trustee and the
         Plan Administrator to any change affecting their duties or
         responsibilities shall first be obtained. Upon any such amendment by
         the Sponsoring Organization, the Plan Administrator, the Employer and
         the Trustee shall be furnished with a copy thereof.

7B.3     CONDITIONS OF AMENDMENT. Neither the Sponsoring Organization nor the
         Employer shall make any amendment which would cause the Plan to lose
         its status as a qualified plan within the meaning of Code section
         401(a).

7B.4     TERMINATION OF THE PLAN. The Employer intends to continue the Plan
         indefinitely for the benefit of its Employees, but reserves the right
         to terminate the Plan at any time by resolution of its Board of
         Directors. Upon such termination, the liability of the Employer to make
         Employer contributions hereunder shall terminate. The Plan shall
         terminate automatically upon complete discontinuance of Employer
         contributions hereunder, if the Plan is a profit sharing plan or a
         thrift plan.

7B.5     FULL VESTING. Upon the termination or partial termination of the Plan,
         or upon complete discontinuance of Employer contributions, the rights
         of all affected Participants in and to the amounts credited to each
         such Participant's Account and to any Policies on each Participant's
         life shall be 100% vested and nonforfeitable. At Plan termination, each
         Participant shall receive a total distribution of his Participant's
         Account (including any amounts in the Forfeiture Account allocated in
         accordance with Section 7B.6) in accordance with the terms and
         conditions of Section 3A, and the assets will be distributed from the
         Trust as soon as administratively feasible.

7B.6     APPLICATION OF FORFEITURES. Upon the termination of the Plan, any
         amount in the Forfeiture account which has not been applied as of such
         termination to reduce the Employer contribution, or has not been
         allocated as of such termination, shall be credited on a pro-rata basis
         to each Participant's Account in the same manner as the last Employer
         contribution made under the Plan from which the forfeiture amount was
         generated.

7B.7     MERGER WITH OTHER PLAN. In the case of any merger with or transfer of
         assets or liabilities to any other qualified plan after September 2,
         1974:

         (a)      The sum of the account balances in each plan shall equal the
                  fair market value (determined as of the date of the merger or
                  transfer as if the plan had then terminated) of the entire
                  plan assets.

         (b)      The assets or liabilities of each plan shall be combined to
                  form the assets of the plan as merged (or transferred), and
                  each Participant in the plan merged (or transferred) shall
                  have an account balance equal to the sum of the account

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<PAGE>

                  balances the Participant had in the plans immediately prior to
                  the merger (or transfer).

         (c)      Immediately after the merger (or transfer), each Participant
                  in the plan merged (or transferred) shall have an account
                  balance equal to the sum of the account balances the
                  Participant had in the plans immediately prior to the merger
                  (or transfer).

         (d)      Immediately after the merger (or transfer), each Participant
                  in the plan merged (or transferred) shall be entitled to the
                  same optional benefit forms as they were entitled to
                  immediately prior to the merger (or transfer).

         (e)      In the event of a merger (or transfer) of a money purchase
                  pension plan (including a target benefit plan) and a profit
                  sharing plan (including a thrift plan or plan with a 401(k)
                  feature), the resulting plan shall separately account in each
                  affected Participant's Account for amounts attributable to
                  coverage under the money purchase plan, including future
                  earnings on such amounts. On and after the date of such merger
                  (or transfer), these money purchase plan amounts shall remain
                  subject to the money purchase plan restrictions on
                  distribution.

7B.8     TRANSFER FROM OTHER PLANS. If elected in the Adoption Agreement, the
         Employer may cause all or any of the assets held in another qualified
         pension or profit sharing plan meeting the requirements of Code section
         401(a) to be transferred to the Plan pursuant to a merger or
         consolidation of this Plan with such other plan or for any other
         allowable purpose. If transfers are elected by the Employer in the
         Adoption Agreement, elective transfers initiated by a Plan Participant
         shall also be allowed. Upon receipt of such assets, the Plan shall
         separately account for such amounts in each affected Participant's
         Account. Such transfer shall be made without regard to the Limitations
         on Allocations imposed in Section 4B.

7B.9     TRANSFER TO OTHER PLANS. Upon written direction from the Employer, or,
         from a Participant in the case of an elective transfer, the Plan shall
         transfer some or all of the assets held under this Plan to another
         qualified pension or profit sharing plan meeting the requirements of
         Code section 401(a) and sponsored by the Employer.

7B.10    APPROVAL BY THE INTERNAL REVENUE SERVICE. Notwithstanding any other
         provisions of this Plan, the Employer's adoption of this Plan is
         subject to the condition precedent that the Employer's Plan shall be
         approved and qualified by the Internal Revenue Service as meeting the
         requirements of Code section 401(a) and, if applicable, that the Trust
         established hereunder shall be entitled to exemption under the
         provisions of Code section 501(a). In the event the Plan initially
         fails to qualify and the Internal Revenue Service issues a final ruling
         that the Employer's Plan or Trust fails to so qualify as of the
         Effective Date, all liability of the Employer to make further Employer
         contributions hereunder shall cease. The Insurance Company, Plan
         Administrator, Trustee and any other Named Fiduciary shall be

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<PAGE>

         notified immediately by the Employer, in writing, of such failure to
         qualify. Upon such notification, the value of the Participants'
         Accounts, including the then value of any Life Insurance Policies,
         shall be distributed in cash subject to the terms and conditions of
         Section 5B. That portion of such distribution which is attributable to
         Participant's Employee Contributions, if any, shall be paid to the
         Participant, and the balance of such distribution shall be paid to the
         Employer. Upon the death of any Participant prior to the actual
         surrender of a Life Insurance Policy or Policies on his life, the death
         benefit shall be payable to the Participant's Beneficiary.

         If the Employer's Plan fails to attain or retain qualification, such
         Plan will no longer participate in this prototype plan and will be
         considered an individually designed plan.

7B.11    SUBSEQUENT UNFAVORABLE DETERMINATION. If the Employer is notified
         subsequent to initial favorable qualification that the Plan is no
         longer qualified within the meaning of Code section 401(a) or, if
         applicable, that the Trust is no longer entitled to exemption under the
         provisions of Code section 501(a), and if the Employer shall fail
         within a reasonable time to make any necessary changes in order that
         the Plan shall so qualify, the Participants' Accounts, including any
         Life Insurance Policies or the values thereof, shall be fully vested
         and nonforfeitable and shall be disposed of in the manner set forth in
         Sections 7B.5 and 7B.6 above.

                            7C. SUBSTITUTION OF PLANS

7C.1     SUBSTITUTION OF PLANS. Subject to the provisions of Section 7B.7, the
         Employer may substitute an individually designed plan or a master or
         another prototype plan for this Plan without terminating this Plan as
         embodied herein, and this shall be deemed to constitute an amendment
         and restatement in its entirety of this Plan as heretofore adopted by
         the Employer; provided, however that the Employer shall have certified
         to the Insurance Company and the Trustee, if applicable, that this Plan
         is being continued on a restated basis which meets the requirements of
         Code section 401(a) and ERISA.

         Any such changes shall be subject to the provisions of Sections 7B.1
         and 7B.2 of the Plan.

7C.2     TRANSFER OF ASSETS. Upon 90 days' written notification from the
         Employer and the Trustee (unless the Insurance Company shall accept a
         shorter period of notification) that a different plan meeting the
         requirements set forth in Section 7C.1 above has been executed and
         entered into by the Plan Administrator and the Employer, and after the
         Insurance Company and the Trustee have been furnished the Employer's
         certification in writing that the Employer intends to continue the Plan
         as a qualified plan under Code section 401(a) and ERISA, the Insurance
         Company shall transfer the value of all Participants' Accounts under
         the Annuity Contract to the Trustee or such person or persons as may be
         entitled to receive the same, in accordance with the terms of the
         Annuity Contract. The Trustee shall likewise make a similar

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<PAGE>

         transfer, including all Life Insurance Policies, or the values thereof,
         to such person or persons as may be entitled to receive same. The
         Insurance Company and the Trustee may rely fully on the representations
         or directions of the Employer with respect to any such transfer and
         shall be fully protected and discharged with respect to any such
         transfer made in accordance with such representations, instructions, or
         directions.

7C.3     SUBSTITUTION FOR PRE-EXISTING MASTER OR PROTOTYPE PLAN. This Plan is
         designed:

         (a)      For adoption by an Employer not previously covered under a
                  master or prototype plan sponsored by Connecticut General Life
                  Insurance Company; or

         (b)      For adoption by an Employer in substitution for a pre-existing
                  master or prototype plan sponsored by Connecticut General Life
                  Insurance Company.

         If this Plan is adopted in substitution for such a pre-existing master
         or prototype plan, it shall be deemed to amend the Employer's prior
         Plan in its entirety effective as of the date specified in the
         Employer's Adoption Agreement. The Employer's Plan as so amended shall
         continue in full force and effect and no termination thereof shall be
         deemed to have occurred.

7C.4     PARTIAL SUBSTITUTION OR PARTIAL TRANSFER OF THE PLAN OR ASSETS. In the
         event this Plan is adopted as the result of a partial substitution or
         partial transfer of the Plan or the assets under the prior Plan as a
         result of a merger, consolidation or any other allowable purpose, the
         Plan and all transactions allowable under it are subject to the rules
         established by the Employer to address the orderly transition of the
         Plan or assets.

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<PAGE>

                          ARTICLE VIII - MISCELLANEOUS

8.1      NONREVERSION. This Plan has been adopted by the Employer for the
         exclusive benefit of the Participants and their Beneficiaries. Except
         as otherwise provided in Section 7B.10 and Section 8.6, under no
         circumstances shall any funds contributed hereunder at any time revert
         to or be used by the Employer, nor shall any such funds or assets of
         any kind be used other than for the benefit of the Participants or
         their Beneficiaries.

8.2      GENDER AND NUMBER. When necessary to the meaning hereof, and except
         when otherwise indicated by the context, either the masculine or the
         neuter pronoun shall be deemed to include the masculine, the feminine,
         and the neuter, and the singular shall be deemed to include the plural.

8.3      REFERENCE TO THE INTERNAL REVENUE CODE AND ERISA. Any reference herein
         to any section of the Internal Revenue Code, ERISA, or to any other
         statute or law shall be deemed to include any successor law of similar
         import.

8.4      GOVERNING LAW. The Plan and Trust, if applicable, shall be governed and
         construed in accordance with the laws of the state where the Employer
         or Trustee has its principal office in the United States.

8.5      COMPLIANCE WITH THE INTERNAL REVENUE CODE AND ERISA. This Plan is
         intended to comply with all requirements for qualification under the
         Internal Revenue Code and ERISA, and if any provision hereof is subject
         to more than one interpretation or any term used herein is subject to
         more than one construction, such ambiguity shall be resolved in favor
         of that interpretation or construction which is consistent with the
         Plan being so qualified. If any provision of the Plan is held invalid
         or unenforceable, such invalidity or unenforceability shall not affect
         any other provisions, and this Plan shall be construed and enforced as
         if such provision had not been included.

8.6      CONTRIBUTION RECAPTURE. Notwithstanding any other provisions of this
         Plan, (1) in the case of a contribution which is made by an Employer by
         a mistake of fact, Section 8.1 shall not prohibit the return of such
         contribution to the Employer within one year after the payment of the
         contribution, and (2) if a contribution is conditioned upon the
         deductibility of the contribution under Code section 404, then, to the
         extent the deduction is disallowed, Section 8.1 shall not prohibit the
         return to the Employer of such contribution (to the extent disallowed)
         within one year after the disallowance of the deduction. The amount
         which may be returned to the Employer is the excess of (1) the amount
         contributed over (2) the amount that would have been contributed had
         there not occurred a mistake of fact or a mistake in determining the
         deduction. Earnings attributable to the excess contribution may not be
         returned to the Employer, but losses attributable thereto must reduce
         the amount to be so returned. Furthermore, if the withdrawal of the
         amount attributable to the mistaken contribution would cause the
         balance of any Participant's Account to be reduced to less than the
         balance which would have been in the Participant's Account had the
         mistaken amount not been

Article VIII - Miscellaneous                                    February 6, 2002

                                     -131-

<PAGE>

         contributed, then the amount to be returned to the Employer would have
         to be limited so as to avoid such reduction.

         In the event that the Commissioner of the Internal Revenue determines
         that the Plan is not initially qualified under the Internal Revenue
         Code, any contribution made incident to that initial qualification by
         the Employer must be returned to the Employer within one year after the
         date the initial qualification is denied, but only if the application
         for the qualification is made by the time prescribed by law for filing
         the Employer's return for the taxable year in which the Plan is
         adopted, or such later date as the Secretary of the Treasury may
         prescribe.

         Notwithstanding the above, any excess or returned contribution shall
         not be returned to the Employer if the Employer has taken Davis-Bacon
         Act credit for such contribution. These excess or mistaken
         contributions shall be paid to the Employee for whom such credit is
         taken.

Article VIII - Miscellaneous                                    February 6, 2002

                                     -132-