<PAGE>


                                                                    EXHIBIT 99.1


                                                               ML Number: 200249

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

                                  MERRILL LYNCH

                               ------------------
                                SPECIAL/FLEXIBLE
                                -----------------

                                NON STANDARDIZED

                                PROTOTYPE DEFINED

                                CONTRIBUTION PLAN

                               ADOPTION AGREEMENT

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

                               PROFIT SHARING PLAN

                          PROFIT SHARING PLAN WITH CODA

                         LETTER SERIAL NUMBER: K373962A
                      NATIONAL OFFICE LETTER DATE: 6/4/2002

THIS PROTOTYPE PLAN AND ADOPTION AGREEMENT ARE IMPORTANT LEGAL INSTRUMENTS WITH
LEGAL AND TAX IMPLICATIONS. MERRILL LYNCH, PIERCE FENNER & SMITH INCORPORATED
DOES NOT PROVIDE LEGAL AND TAX ADVICE TO THE EMPLOYER. THE EMPLOYER IS URGED TO
CONSULT WITH ITS OWN ATTORNEY WITH REGARD TO THE ADOPTION OF THIS PLAN AND ITS
SUITABILITY TO ITS CIRCUMSTANCES.

NOTE: IN ORDER TO BE RECOGNIZED AS A PROTOTYPE PLAN MAINTAINED BY THE SPONSOR,
MERRILL LYNCH, PIERCE FENNER & SMITH INCORPORATED, THE EMPLOYER MUST CONTRIBUTE
AND MAINTAIN AT LEAST 75% OF PLAN YEAR CONTRIBUTIONS AND TRUST FUND VALUE WITH
THE SPONSOR.

<PAGE>

ADOPTION OF PLAN

The Employer named below hereby establishes or restates a Profit Sharing plan
that includes a [X] Pre-Tax, [X] Profit Sharing, and/or [X] Employee After-Tax
plan feature (the "Plan") by adopting the Merrill Lynch Special/Flexible
Prototype Defined Contribution Plan and Trust as modified by the terms and
provisions of this Adoption Agreement.

EMPLOYER AND PLAN INFORMATION

Primary Employer Name: MPSI Systems, Inc.

The Employer is (i) [ ] a member of a Code Section 414(b) controlled group; (ii)
[ ] a member of a Code Section 414(c) group of trades or businesses under common
control; and/or (iii) [ ] a member of a Code Section 414(m) affiliated service
group, or (iv) [X] none of the above.(i)

Business Address: 4343 South 118 East Avenue
                  Tulsa, OK 74146

Telephone Number: (918) 877-6774

Employer Taxpayer ID Number: 73-1064024

Employer Taxable Year ends on: 12/31

Plan Name: MPSI Systems, Inc. Matching Investment Plan

Plan Number: 001

Restatement Effective Date (if applicable): 01/01/2003, except as otherwise
legally required or indicated herein.

<TABLE>
<CAPTION>
                                                                       Employee
                              Pre-Tax           Profit Sharing        After-Tax
<S>                          <C>                <C>                   <C>
Effective Date of Plan       07/01/1983          07/01/1983           07/01/1983
Feature: (ii)
</TABLE>

--------------------
(i) ONLY ENTITIES TREATED AS A SINGLE EMPLOYER UNDER SECTION 414 OF THE INTERNAL
REVENUE CODE MAY ADOPT THIS PLAN. GENERALLY, ENTITIES ARE TREATED AS A SINGLE
EMPLOYER UNDER CODE SECTION 414 IF THEY SHARE 80%COMMON OWNERSHIP OR IF THEIR
OPERATIONS ARE OTHERWISE CLOSELY AFFILIATED. THE RELATED EMPLOYER RULES ARE
COMPLEX AND LEGAL ADVICE SHOULD BE SOUGHT BEFORE ANY ENTITY OTHER THAN THE
PRIMARY EMPLOYER IS PERMITTED TO ADOPT THIS PLAN.

(ii) THE ORIGINAL EFFECTIVE DATE OF THIS PLAN'S ADOPTION IS THE FIRST DAY OF THE
PLAN YEAR IN WHICH OCCURS THE EARLIEST EFFECTIVE DATE FOR ANY PLAN FEATURE, AS
SPECIFIED ABOVE. SEE PLAN SECTION 1.67. THE EFFECTIVE DATE FOR PRE-TAX OR
EMPLOYEE AFTER-TAX CONTRIBUTIONS CANNOT BE EARLIER THAN THE DATE THAT DEFERRALS
OR CONTRIBUTIONS WILL BEGIN TO BE DEDUCTED FROM EMPLOYEES' COMPENSATION.
MOREOVER, EVEN IF THE EFFECTIVE DATE OF THE PLAN'S PRE-TAX OR EMPLOYEE AFTER-TAX
FEATURE OCCURS IN THE MIDDLE OF A PLAN YEAR, A PARTICIPANT'S COMPENSATION MAY BE
BASED ON COMPENSATION PAID FOR THE ENTIRE PLAN YEAR IF SO ELECTED IN ARTICLE
IA(5) OF THIS ADOPTION AGREEMENT.

                                        2

<PAGE>

Proper Names of Participating Employers:

  MPSI Systems, Inc.

  Plan Administrator Name: MPSI Systems, Inc.

  Business Address: 4343 South 118 East Avenue
                    Tulsa, OK 74146

  Telephone Number: (918) 877-6774

NOTE: IF THIS PLAN IS A CONTINUATION OR AN AMENDMENT OF A PRIOR PLAN, OPTIONAL
FORMS OF BENEFITS PROVIDED IN THE PRIOR PLAN MUST BE PROVIDED UNDER THIS PLAN,
AND SHOULD BE LISTED ON AN ADDENDUM ATTACHED TO THIS ADOPTION AGREEMENT, UNLESS
PERMISSIBLY ELIMINATED OR RESTRICTED UNDER THE TERMS OF THE PLAN AND IRS
REGULATIONS OR OTHER GUIDANCE.

                                        3
<PAGE>

                             ARTICLE I. DEFINITIONS

A.       "COMPENSATION"

(1)      With respect to each Participant, except as provided below,
         Compensation shall mean the (select (a), (b) or (c) for each applicable
         column; a Plan which is integrated with Social Security may not elect
         (d) in the Profit Sharing Contributions column):

<TABLE>
<CAPTION>
  NON-PROFIT           PROFIT
    SHARING            SHARING
CONTRIBUTIONS*      CONTRIBUTIONS
<S>                 <C>             <C>
     [X]                [X]         (a) amount reported in the "Wages Tips and
                                        Other Compensation" Box on Form W-2
                                        (as defined in Section 3.9.1(H)(i) of
                                        the Plan) and paid during the Plan
                                        Year.

     [ ]                [ ]         (b) amount reported pursuant to Code
                                        Section 3401(a) (as defined in Section
                                        3.9.1(H)(ii) of the Plan) and paid
                                        during the Plan Year.

     [ ]                [ ]         (c) compensation for Code Section 415
                                        safe-harbor purposes (as defined in
                                        Section 3.9.1(H)(iii) of the Plan)
                                        paid during the Plan Year.

     [ ]                [ ]         (d) all amounts received (under either
                                        option (a) (b) or (c) above) for
                                        personal services rendered to the
                                        Employer and paid during the Plan Year
                                        but excluding (select all applicable):
                                    [ ] overtime.
                                    [ ] bonuses.
                                    [ ] commissions.
                                    [ ] amounts in excess of $________________
                                    [ ] other (specify)
</TABLE>

         NOTWITHSTANDING THE FOREGOING, IF NECESSARY TO SATISFY THE
         NONDISCRIMINATION TESTING REQUIREMENTS APPLICABLE TO THE PLAN UNDER THE
         CODE, THE EXCLUSIONS INDICATED ABOVE WILL BE INCLUDED AS COMPENSATION
         SOLELY FOR PURPOSES OF SUCH TESTING.

         *THESE AMOUNTS INCLUDE ADP TEST AND ACP TEST SAFE HARBOR CONTRIBUTIONS.

         NOTE: FOR SELF-EMPLOYED INDIVIDUALS, COMPENSATION MEANS "EARNED INCOME"
         REGARDLESS OF WHICH OF THE ABOVE OPTIONS IS ELECTED. (SEE PLAN SECTION
         1.21(A).) EARNED INCOME GENERALLY MEANS NET EARNINGS FROM
         SELF-EMPLOYMENT WITH CERTAIN ADJUSTMENTS, AS DESCRIBED IN SECTION 1.29
         OF THE PLAN DOCUMENT.

(2)      Treatment of Elective Contributions

         NOTE: THE TERM ELECTIVE CONTRIBUTIONS UNDER PLAN SECTION 1.31
         AUTOMATICALLY INCLUDES ELECTIVE AMOUNTS THAT ARE NOT INCLUDED IN THE
         EMPLOYEE'S GROSS INCOME BY REASON OF CODE SECTION 132(f)(4) (QUALIFIED
         TRANSPORTATION FRINGE BENEFITS) FOR YEARS AFTER DECEMBER 31, 1997,
         UNLESS INDICATED OTHERWISE (b) BELOW.

For purposes of determining the amount of Pre-Tax, Employee After-Tax, and
Matching Contributions (including Safe Harbor Matching Contributions, and
Enhanced Matching

                                       4
<PAGE>

Contributions (under Article VIII of this Adoption Agreement)), Compensation
shall include Elective Contributions. For all other contributions, (select
either (a) or (b) as applicable):

         [X] (a)  For purposes of determining the amount of Profit Sharing,
                  Prevailing Wage, and any Safe Harbor Nonelective
                  Contributions, Compensation shall include Elective
                  Contributions. Qualified Transportation Fringe Benefits:

                  [ ] (i)  are included as Elective Contributions
                  effective for years after December 31, 1997 in accordance with
                  Plan Section 1.31.

                  [X] (ii) are included as Elective Contributions effective
                  01/01/1999 (enter the applicable Plan Year for which such
                  amounts are included, which should not be earlier than the
                  first Plan Year beginning after December 31, 1998).

                  [ ] (iii) are not included as Elective Contributions.

         [ ] (b)  For purposes of determining the amount of Profit
                  Sharing, Prevailing Wage, and any Safe Harbor Nonelective
                  Contributions, Compensation shall not include Elective
                  Contributions.

(3)      CODA Compensation

         (a)      Inclusion or Exclusion of Elective Contributions (select one):

                  [X] (i)  For purposes of the ADP and ACP Tests,
                           Compensation shall include Elective Contributions.

                      NOTE: THE TERM ELECTIVE CONTRIBUTIONS UNDER PLAN SECTION
                      1.31 AUTOMATICALLY INCLUDES ELECTIVE AMOUNTS THAT ARE NOT
                      INCLUDED IN THE EMPLOYEE'S GROSS INCOME BY REASON OF CODE
                      SECTION 132(f)(4) (QUALIFIED TRANSPORTATION FRINGE
                      BENEFITS) FOR YEARS AFTER DECEMBER 31, 1997, UNLESS ONE OF
                      THE FOLLOWING IS SELECTED.

                           [X] (A)  Elective Contributions for purposes of
                               ADP and ACP Tests shall include Qualified
                               Transportation Fringe Benefits effective
                               01/01/1999 (enter the applicable Plan Year for
                               which such amounts are included, which should not
                               be earlier than the first Plan Year beginning
                               after December 31, 1998).

                           [ ] (B)  Elective Contributions for purposes of
                               ADP and ACP Tests shall not include Qualified
                               Transportation Fringe Benefits.

                  [ ] (ii) For purposes of the ADP and ACP Tests,
                           Compensation shall not include Elective
                           Contributions.

         (b)      Plan Year or Eligibility Compensation for ADP and ACP Tests
                  (select one):

                  [X] (i)  CODA Compensation shall be determined with
                           respect to each Plan Year without regard to a
                           Participant's Entry Date.

                  [ ] (ii) Effective for Plan Years beginning on and
                           after ____________, CODA Compensation shall only
                           include Compensation actually paid on and after the
                           Participant's Entry Date.

                                        5
<PAGE>

(4)      With respect to Profit Sharing Contributions and Safe Harbor
         Nonelective Contributions, Compensation shall include all Compensation
         (select one):

         [X] (a)  during the Plan Year in which the Participant enters the
                  Plan.

         [ ] (b)  after the Participant's Entry Date.

(5)      With respect to Pre-Tax and Employee After-Tax Contributions,
         Compensation shall include all Compensation (select one):

         [X] (a)  during the Plan Year in which the Participant enters the
                  Plan.

         [ ] (b)  after the Participant's Entry Date.

         NOTE: IF A(4)(b) OR A(5)(b) ABOVE ARE ELECTED AND THE PLAN BENEFITS
         SELF-EMPLOYED INDIVIDUALS, THEN THE COMPENSATION TAKEN INTO ACCOUNT FOR
         THE PORTION OF THE PLAN YEAR AFTER THE PARTICIPANT'S ENTRY DATE FOR A
         SELF-EMPLOYED INDIVIDUAL SHALL BE HIS OR HER EARNED INCOME PAYABLE WITH
         RESPECT TO THAT PLAN YEAR MODIFIED BY A FRACTION, THE NUMERATOR OF
         WHICH IS THE NUMBER OF DAYS HE OR SHE IS A PARTICIPANT DURING THE PLAN
         YEAR AFTER THE ENTRY DATE AND THE DENOMINATOR OF WHICH IS THE NUMBER OF
         DAYS IN THE PLAN YEAR.

B.       "COMPUTATION PERIOD"

For purposes of Breaks in Service and Years of Service for purposes of
eligibility, "Computation Periods" occurring after the initial Computation
Period described in Section 1.22 of the Plan shall be the succeeding 12-month
periods commencing with (select one):

         [X] (1)  the first anniversary of the Employee's employment
                  commencement date.

         [ ] (2)  the first Plan Year which commences prior to the first
                  anniversary of the Employee's employment commencement date.

         [ ] (3)  not applicable, Plan uses elapsed time method to determine all
                  eligibility service.

C.       "DISABILITY"

(1)      Definition

Disability shall mean a condition which results in the Participant's (select
one):

         [X] (a)  inability to engage in any substantial gainful activity by
                  reason of any medically determinable physical or mental
                  impairment that can be expected to result in death or which
                  has lasted or can be expected to last for a continuous
                  indefinite period of not less than 12 months.

         NOTE: THIS OPTION C(1)(A) MUST BE SELECTED IF CONTRIBUTIONS DUE TO
         DISABILITY ARE TO BE MADE UNDER OPTION C(2) BELOW. IN ADDITION, THE
         EXCEPTION FROM THE EARLY DISTRIBUTION TAX OF CODE SECTION 72(t) MAY NOT
         APPLY TO A DISTRIBUTION MADE ON ACCOUNT OF A "DISABILITY" UNLESS THE
         DEFINITION USED IS THAT AS DEFINED IN THIS OPTION C(1)(a).

                                        6
<PAGE>

         [ ] (b)  total and permanent inability to meet the requirements of the
                  Participant's customary employment which can be expected to
                  last for a continuous period of not less than 12 months.

         [ ] (c)  qualification for Social Security disability benefits.

         [ ] (d)  qualification for benefits under the Employer's long-term
                  disability plan.

(2)      Contributions During Disability (select one):

         [X] (a)  No contributions to a Participant's Account will be made
                  on behalf of a Participant whose Employment has terminated on
                  account of Disability with respect to periods on and after his
                  or her termination of Employment due to Disability.

         [ ] (b)  Contributions otherwise to be made to a Participant's
                  Account will continue to be made on behalf of a Participant
                  whose Employment has terminated on account of Disability with
                  respect to the remainder of the Plan Year in which occurs his
                  or her termination of Employment due to Disability, provided
                  that option C(1)(a) above is elected as the definition of
                  "Disability." For purposes of determining the amount of such
                  an individual's contributions, "Compensation" shall mean the
                  compensation such Participant would have received for the Plan
                  Year if the Participant had been paid at the rate of
                  Compensation paid immediately before his or her Disability.

         [ ] (c)  Contributions otherwise to be made to a Participant's
                  Account will continue to be made on behalf of a Participant
                  whose Employment has terminated on account of Disability with
                  respect to periods on and after his or her termination of
                  Employment due to Disability and during such period that the
                  Participant remains so disabled, provided that option C(1)(a)
                  above is elected as the definition of "Disability." For
                  purposes of determining the amount of such an individual's
                  contributions, "Compensation" shall mean the compensation such
                  Participant would have received for the Plan Year if the
                  Participant had been paid at the rate of Compensation paid
                  immediately before his or her Disability.

D.       "EARLY RETIREMENT AGE"

(1)      Early Retirement Age (select one):

         [X] (a)  shall be permitted.

         [ ] (b)  shall not be permitted.

(2)      If D(1)(a) above is elected, Early Retirement Age shall mean (select
         one):

         [ ] (a)  attained age _____ .

         [X] (b)  attained age 60 and completed 10 Years of Service.

         [ ] (c)  attained age _____  and completed ______  Years of Service as
                  a Participant.

                                        7
<PAGE>

E.       "ELIGIBLE EMPLOYEES"

(1)      General Rule (select one):

It is expressly intended that, regardless of any elections below, individuals
not treated as common law employees by the Employer or an Affiliate on their
payroll records are to be excluded from Plan participation even if a court or
administrative agency later determines that such individuals are common law
employees and not independent contractors.

         [ ] (a)  All Employees of the Primary Employer and participating
                  Employers are eligible to participate in the Plan.

         [X] (b)  All Employees are eligible to participate in the Plan
                  except for the following Employees (select all those
                  applicable):

                  [X] (i)  Employees included in a unit of Employees covered
                           by a collective bargaining agreement between the
                           Employer and the Employee representatives (not
                           including any organization more than half of whose
                           members are Employees who are owners, officers, or
                           executives of the Employer) in the negotiation of
                           which retirement benefits were the subject of good
                           faith bargaining, unless the bargaining agreement
                           provides for participation in the Plan.

                  [X] (ii) Non-resident aliens (within the meaning of Code
                           Section 7701(b)(1)(B)) and who received no earned
                           income (within the meaning of Code Section 911(d)(2))
                           from the Employer which constitutes income from
                           sources within the United States (within the meaning
                           of Code Section 861(a)(3)).

                  [ ] (iii)Employees of an Affiliate that is not a participating
                           Employer.

                  [X] (iv) Leased Employees, as defined in Section 1.57 of
                           the Plan.

                  [X] (v)  Any Employee classified by his or her Employer as
                           a Temporary Employee, as defined in Section 1.99 of
                           the Plan.

                  [ ] (vi) Employees employed in or by the following specified
                           division, plant, location, job category or other
                           identifiable individual or group of Employees (THIS
                           EXCLUSION FOR SPECIFIED JOB CLASSIFICATIONS MAY NOT
                           IMPOSE CONDITIONS RELATING TO AGE OR SERVICE THAT
                           MUST BE SATISFIED BY PLAN PARTICIPANTS. FOR EXAMPLE,
                           PART-TIME EMPLOYEES MAY NOT BE EXCLUDED AS A
                           CLASSIFICATION OR JOB CATEGORY OF EMPLOYEES):

(2)      Newly-Hired Leased Employees

Individuals who would be Leased Employees but for the fact that they have not
performed services for an Employer on a substantially full-time basis for a
period of one year:

         [ ] (a)  shall be treated as Employees.

         [X] (b)  shall not be treated as Employees.

                                        8
<PAGE>

NOTE: THE PLAN'S DEFINITION OF "ELIGIBLE EMPLOYEE" MERELY IDENTIFIES THE
EMPLOYEES WHO MAY PARTICIPATE UNDER THE PLAN AND HAS NO BEARING ON THE
IDENTIFICATION OF EMPLOYEES WHO MUST BE TAKEN INTO ACCOUNT FOR COVERAGE TESTING
UNDER CODE SECTION 410(b) AND THE REGULATIONS THEREUNDER.

F.   "ENTRY DATE"

(1)  Entry Date shall mean (select one):

<TABLE>
<CAPTION>
PRE-TAX AND/OR
   EMPLOYEE                       PROFIT
  AFTER-TAX        MATCHING       SHARING
CONTRIBUTIONS   CONTRIBUTIONS  CONTRIBUTIONS
<S>             <C>            <C>            <C>
     [ ]            [ ]             [ ]       (a)  each business day of the Plan
                                                   Year.

     [ ]            [ ]             [ ]       (b)  the first day of the Plan
                                                   Year following the date the
                                                   Employee meets the
                                                   participation requirements of
                                                   Section 2.1 of the Plan. If
                                                   the Employer elects this
                                                   option (b) establishing only
                                                   one Entry Date, the
                                                   participation "age and
                                                   service" requirements elected
                                                   in Article II must be no more
                                                   than age 20 1/2 and 6 months
                                                   of service.

     [ ]            [ ]             [ ]       (c)  the first day of the month
                                                   following the date the
                                                   Employee meets the
                                                   participation requirements of
                                                   Section 2.1 of the Plan.

     [X]            [X]             [X]       (d)  the first day of the Plan
                                                   Year and the first day of the
                                                   seventh month of the Plan
                                                   Year following the date the
                                                   Employee meets the
                                                   participation requirements of
                                                   Section 2.1 of the Plan.

     [ ]            [ ]             [ ]       (e)  the first day of the Plan
                                                   Year, the first day of the
                                                   fourth month of the Plan
                                                   Year, the first day of the
                                                   seventh month of the Plan
                                                   Year, and the first day of
                                                   the tenth month of the Plan
                                                   Year following the date the
                                                   Employee meets the
                                                   participation requirements of
                                                   Section 2.1 of the Plan.

     [ ]            [ ]             [ ]       (f)  other:

                                                   provided that the Entry Date
                                                   or Dates selected are no
                                                   later than any of the options
                                                   above.
</TABLE>

                                        9
<PAGE>

(2)      Restatement Effective Date:

The Restatement Effective Date (select one):

         [ ] (a)  shall be an Entry Date.

         [ ] (b)  shall not be an Entry Date.

         [X] (c)  shall not be applicable. (Either this is an initial
                  adoption as provided in the Employer and Plan Information
                  Section or the Restatement Effective Date is already an Entry
                  Date as described in (1) above.)

G.       "HIGHLY COMPENSATED EMPLOYEES"

(1)      Top-Paid Group Election

In determining who is a Highly Compensated Employee (select one):

         [X] (a)  A top-paid group election is made. The effect of this
                  election is that an Employee (who is not a 5% owner at any
                  time during the determination year or the look-back year) with
                  Compensation in excess of $80,000 (as adjusted) for the
                  look-back year (as defined in Section 1.49 of the Plan) is a
                  Highly Compensated Employee only if the Employee was in the
                  top-paid group for the look-back year. An Employee is in the
                  "top-paid group" for any year, if such Employee is in the
                  group of Employees consisting of the top 20% of the includable
                  Employees when ranked on the basis of Compensation paid during
                  such year.(iii)

         [ ] (b)  A top-paid group election is not made.

(2)      Calendar Year Data Election

In determining who is a Highly Compensated Employee (other than a 5% owner)
(select one):

         [ ] (a)  A calendar year data election is made. The effect of
                  this election is that the look-back year is the calendar year
                  beginning with or within the look-back year.

         [ ] (b)  A calendar year data election is not made.

         [X] (c)  Not applicable, Plan Year is the calendar year.

NOTE:    IF BOTH G(1)(A) AND G(2)(A) ARE SELECTED, THE LOOK-BACK YEAR IN
         DETERMINING THE TOP-PAID GROUP SHALL BE THE CALENDAR YEAR BEGINNING
         WITH OR WITHIN THE LOOK-BACK YEAR. GENERALLY, A TOP-PAID GROUP ELECTION
         MUST APPLY CONSISTENTLY TO THE DETERMINATION YEARS OF ALL PLANS OF THE
         EMPLOYER THAT BEGIN WITH OR WITHIN THE SAME CALENDAR YEAR. A CALENDAR
         YEAR DATA ELECTION ALSO MUST APPLY CONSISTENTLY TO THE DETERMINATION
         YEARS OF ALL OF THE EMPLOYER'S PLANS THAT BEGIN WITHIN THE SAME
         CALENDAR YEAR.

-----------------------
(iii)GENERALLY, IN MAKING THIS DETERMINATION, THE FOLLOWING EMPLOYEES ARE
EXCLUDED: EMPLOYEES WHO HAVE NOT COMPLETED 6 MONTHS OF SERVICE, EMPLOYEES WHO
NORMALLY WORK LESS THAN 17 1/2 HOURS PER WEEK, EMPLOYEES WHO NORMALLY WORK
DURING NOT MORE THAN 6 MONTHS DURING ANY YEAR, EMPLOYEES WHO HAVE NOT ATTAINED
AGE 21, NONRESIDENT ALIENS WITH NO U.S.-SOURCE INCOME AND EXCEPT TO THE EXTENT
PROVIDED IN IRS REGULATIONS, EMPLOYEES WHO ARE INCLUDED IN A UNIT OF EMPLOYEES
COVERED BY AN AGREEMENT WHICH THE SECRETARY OF LABOR FINDS TO BE A COLLECTIVE
BARGAINING AGREEMENT BETWEEN EMPLOYEE REPRESENTATIVES AND THE EMPLOYER.

                                       10
<PAGE>

H.       "HOURS OF SERVICE"

Hours of Service shall be determined on the basis of the method specified below:

         (1)      Eligibility Service

                  For purposes of determining whether an Employee has satisfied
                  the participation requirements of Section 2.1 of the Plan, the
                  following method shall be used (select one for each column as
                  applicable):

<TABLE>
<CAPTION>
PRE-TAX AND/OR EMPLOYEE     MATCHING    PROFIT SHARING
AFTER-TAX CONTRIBUTIONS  CONTRIBUTIONS  CONTRIBUTIONS
<S>                      <C>            <C>              <C>
         [ ]                  [ ]            [ ]         (a)  elapsed time
                                                              method.

         [X]                  [X]            [X]         (b)  hourly records
                                                              method.
</TABLE>

         (2)      Vesting Service

                  All Pre-Tax Contributions, Employee After-Tax Contributions,
                  Qualified Matching Contributions, Qualified Nonelective
                  Contributions, ACP Test Safe Harbor Matching Contributions,
                  and ADP Test Safe Harbor Contributions are always 100% vested.
                  Unless Profit Sharing and/or Matching Contributions are fully
                  vested when made (in accordance with Article IX of this
                  Adoption Agreement), a Participant's nonforfeitable interest
                  in Profit Sharing Contributions and/or Matching Contributions
                  (as applicable) made on his or her behalf shall be determined
                  on the basis of the method specified below (select one as
                  applicable):

                  [X] (a)  elapsed time method.

                  [ ] (b)  hourly records method.

         (3)      Hourly Records

                  For the purpose of determining Hours of Service under the
                  hourly records method (choose one box for eligibility and one
                  box for vesting as applicable):

<TABLE>
<CAPTION>
ELIGIBILITY   VESTING
<S>           <C>      <C>
   [X]          [ ]    (a)  only actual hours for which an Employee is paid or
                            entitled to payment shall be counted.

   [ ]          [ ]    (b)  an Employee shall be credited with 45 Hours of
                            Service if under Section 1.50 of the Plan such
                            Employee would be credited with at least 1 Hour of
                            Service during the week.
</TABLE>

I.   "LIMITATION COMPENSATION"

For purposes of Code Section 415, Limitation Compensation shall be Compensation
as determined for purposes of (select one):

         [X] (1)  the "Wages, Tips and Other Compensation" Box on Form W-2
                  as defined in Plan Section 3.9.1(H)(i).

                                       11

<PAGE>

         [ ] (2)  Code Section 3401(a) Federal Income Tax Withholding as
                  defined in Plan Section 3.9.1(H)(ii).

         [ ] (3)  Code Section 415 safe-harbor as defined in Plan Section
                  3.9.1(H)(iii).

J.       "LIMITATION YEAR"

For purposes of Code Section 415, the Limitation Year shall be (select one):

         [X] (1)  the Plan Year.

         [ ] (2)  the calendar year.

         [ ] (3)  the 12 consecutive month period ending on the
                  ____________ day of the month of ____________________.

K.       "NORMAL RETIREMENT AGE"

Normal Retirement Age shall be (select one):

         [X] (1)  attainment of age 65 (not more than 65) by the Participant.

         [ ] (2)  attainment of age ________________(not more than 65) by the
                  Participant or the ________ anniversary (not more than the
                  5th) of the first day of the Plan Year in which the Eligible
                  Employee became a Participant, whichever is later.

         [ ] (3)  attainment of age ________ (not more than 65) by the
                  Participant or the ________ anniversary (not more than the
                  5th) of the first day on which the Eligible Employee performed
                  an Hour of Service, whichever is later.

L.       "PARTICIPANT DIRECTED ASSETS"

Participant directed assets are:

  NON-PROFIT
   SHARING              PROFIT SHARING
CONTRIBUTIONS            CONTRIBUTIONS

   [X]                        [X]          (1)  permitted.

   [ ]                        [ ]          (2)  not permitted.

M.   "PLAN YEAR"

The Plan Year shall be the 12 consecutive month period ending on the
31st day of December.

                                       12
<PAGE>

N.       "PREDECESSOR EMPLOYER SERVICE"

Predecessor Employer Service will be credited (select one):

         [X] (1)  only as required by the Plan.

         [ ] (2)  to include, in addition to the Plan requirements and
                  subject to the limitations set forth below, service with the
                  following Predecessor Employer(s) determined as if such
                  predecessors were the Employer:

                  Service with such Predecessor Employer listed in this item (2)
                  applies [select either (a), (b) or (a) and (b); (c) is only
                  available in addition to (a) and/or (b)]:

                  [ ] (a)  for purposes of eligibility to participate;

                  [ ] (b)  for purposes of vesting;

                  [ ] (c)  except for the following service:

O.   "TOP-HEAVY RATIO"

If the adopting Employer maintains or has ever maintained a qualified defined
benefit plan, for purposes of establishing present value to compute the
top-heavy ratio, any benefit shall be discounted only for mortality and interest
based on the following:

         Interest Rate: 8 %
         Mortality Table: UP '84

P.   "VALUATION DATE"

Valuation Date shall mean (select one for each column, as applicable):

<TABLE>
<CAPTION>
  NON-PROFIT       PROFIT
   SHARING         SHARING
CONTRIBUTIONS   CONTRIBUTIONS
<S>             <C>            <C>
     [X]            [X]        (1)  each business day.

     [ ]            [ ]        (2)  the last business day of each month.

     [ ]            [ ]        (3)  the last business day of each quarter within
                                    the Plan Year.

     [ ]            [ ]        (4)  the last business day of each semi-annual
                                    period within the Plan Year.

     [ ]            [ ]        (5)  the last business day of the Plan Year.

     [ ]            [ ]        (6)  other:
</TABLE>

                                       13
<PAGE>

                            ARTICLE II. PARTICIPATION

GENERAL PARTICIPATION REQUIREMENTS AN ELIGIBLE EMPLOYEE MUST MEET THE FOLLOWING
REQUIREMENTS TO BECOME A PARTICIPANT (SELECT ONE OR MORE FOR EACH COLUMN, AS
APPLICABLE):

PRE-TAX AND/
OR EMPLOYEE
AFTER-TAX           MATCHING        PROFIT SHARING
CONTRIBUTIONS      CONTRIBUTIONS     CONTRIBUTIONS

[X]                [X]              [X]  (1) Performance of one Hour of Service.

[ ]                [ ]              [ ]  (2) Attainment of age___________
                                             (maximum 20 1/2) and completion of
                                             _____________(not more than 1/2)
                                             Year(s) of Service. If this item is
                                             selected, no Hours of Service shall
                                             be counted.

[X]                                      (3) Attainment of age 18 (maximum 21)
                                             and completion of N/A Year(s) of
                                             Service (not to exceed 2 years). If
                                             more than 1 Year of Service is
                                             selected, the immediate 100%
                                             vesting schedule must be selected
                                             in Article IX of this Adoption
                                             Agreement.

                   [X]                   (4) Attainment of age 18 (maximum 21)
                                             and completion of N/A Years of
                                             Service (not to exceed 2 years). If
                                             more than 1 Year of Service is
                                             selected, the immediate 100%
                                             vesting schedule must be selected
                                             in Article IX of this Adoption
                                             Agreement.

                                    [X]  (5) Attainment of age 18 (maximum 21)
                                             and completion of N/A Years of
                                             Service (not to exceed 2 years). If
                                             more than 1 Year of Service is
                                             selected, the immediate l00%
                                             vesting schedule must be selected
                                             in Article IX of this Adoption
                                             Agreement.

[ ]                [ ]              [ ]  (6) Each Employee who is an Eligible
                                             Employee will be deemed to have
                                             satisfied the participation
                                             requirements as of_____________
                                             without regard to such Eligible
                                             Employee's actual age and/or
                                             service.

NOTE: A MAXIMUM OF 1 YEAR OF SERVICE CAN BE REQUIRED FOR PRE-TAX AND/OR EMPLOYEE
AFTER-TAX CONTRIBUTIONS.

     ARTICLE III. PRE-TAX CONTRIBUTIONS AND EMPLOYEE AFTER-TAX CONTRIBUTIONS

A.  PRE-TAX CONTRIBUTIONS (select all applicable):

[X](1)   Pre-Tax Contributions are permitted under the Plan and may be made by a
         Participant in an amount equal to a dollar amount or a percentage of
         the Participant's Compensation, as specified by the Participant in his
         or her Pre-Tax Election, which may not exceed 75% of his or her
         Compensation.

                                       14

<PAGE>

[ ] (2)  Pre-Tax Contributions Election Limit for Highly Compensated Employees.
         If elected, a Highly Compensated Employee may make a Pre-Tax Election
         which may not exceed_______% of his or her Compensation.

         NOTE: IF ITEM A(2) IS SELECTED, THE ELECTION LIMIT PERCENTAGE FOR
         HIGHLY COMPENSATED EMPLOYEES IN A(2) MUST BE LESS THAN THE EMPLOYEE
         PRE-TAX CONTRIBUTION LIMIT SELECTED IN A(1) ABOVE.

[ ] (3)  Separate Bonus Election - With respect to bonuses, such dollar amount
         or percentage as specified by the Participant in his or her Pre-Tax
         Election with respect to such bonus.

[ ] (4)  Pre-Tax Contributions are not permitted under the Plan.

B.  EMPLOYEE AFTER-TAX CONTRIBUTIONS (select all applicable):

[X] (1)  Employee After-Tax Contributions are permitted under the Plan and
         may be made by a Participant in an amount equal to a dollar amount or a
         percentage of the Participant's Compensation, as specified by the
         Participant in his or her Employee After-Tax Contribution Election,
         which may not exceed 50% of his or her Compensation.

[ ] (2)  After-Tax Contributions Election Limit for Highly Compensated
         Employees. If elected, a Highly Compensated Employee may make an
         After-Tax Election which may not exceed __% of his or her Compensation.

         NOTE: IF ITEM B(2) IS SELECTED, THE ELECTION LIMIT PERCENTAGE FOR
         HIGHLY COMPENSATED EMPLOYEES IN B(2) MUST BE LESS THAN THE EMPLOYEE
         AFTER-TAX CONTRIBUTION LIMIT SELECTED IN B(1) ABOVE.

[ ] (3)  Separate Bonus Election - With respect to bonuses, such dollar
         amount or percentage as specified by the Participant in his or her
         Employee After-Tax Contribution Election with respect to such bonus.

[ ] (4)  Employee After-Tax Contributions are not permitted under the Plan.

NOTE: DEPARTMENT OF LABOR REGULATIONS REQUIRE PRE-TAX CONTRIBUTIONS AND EMPLOYEE
AFTER-TAX CONTRIBUTIONS TO BE CONTRIBUTED TO THE TRUST AS SOON AS POSSIBLE AND
NO LATER THAN THE 15TH BUSINESS DAY OF THE MONTH FOLLOWING THE MONTH IN WHICH
(i) THE PARTICIPANT'S CONTRIBUTION AMOUNTS ARE RECEIVED BY THE EMPLOYER (IN THE
CASE OF AMOUNTS THAT A PARTICIPANT OR BENEFICIARY PAYS TO AN EMPLOYER) OR (ii)
SUCH AMOUNTS WOULD OTHERWISE HAVE BEEN PAYABLE TO THE PARTICIPANT IN CASH (IN
THE CASE OF AMOUNTS WITHHELD BY AN EMPLOYER FROM A PARTICIPANT'S WAGES).

C.  AUTOMATIC ENROLLMENT(IV) (select all applicable):

[ ] (1)  In the absence of an election made by a Participant to the
         contrary within such time period as established by the Plan
         Administrator, a Participant shall be deemed to have elected (select
         one or both):

         [ ] (a)  a Pre-Tax Contribution of _____% of his or her Compensation.

         [ ] (b)  an Employee After-Tax Contribution of ______% of his or her
                  Compensation.

[X] (2)  Notwithstanding any provision of the Plan to the contrary, the
         following contribution(s) may only be made pursuant to an affirmative
         election made by the Participant in writing

--------------
(IV) "AUTOMATIC ENROLLMENT" IS SOMETIMES REFERRED TO AS A "NEGATIVE ELECTION"
ENROLLMENT.

                                       15

<PAGE>

         (or in such electronic or telephonic form as specified by the Plan
         Administrator) (select one or both):

         [X] (a)  Pre-Tax Contributions.

         [X] (b)  Employee After-Tax Contributions.

D.  MAKING AND MODIFYING AN ELECTION

An Eligible Employee shall be entitled to increase, decrease or resume his or
her Pre-Tax Contributions and/or Employee After-Tax Contributions with the
following frequency during the Plan Year (select one):

       [ ] (1) annually.

       [ ] (2) semi-annually.

       [ ] (3) quarterly.

       [X] (4) monthly.

       [ ] (5) other (specify):_______________________________________.

       Any such increase, decrease or resumption shall be effective as of the
       first payroll period coincident with or next following the first day of
       each period set forth above. A Participant may completely discontinue
       making Pre-Tax Contributions and/or Employee After-Tax Contributions at
       any time effective for the payroll period after written notice is
       provided to the Administrator.

                       ARTICLE IV. MATCHING CONTRIBUTIONS

This Article IV is effective only if Pre-Tax Contributions and/or Employee
After-Tax Contributions are permitted under the Plan.

A.  CONTRIBUTION AND ALLOCATION FORMULA

If selected below, the Employer may make Matching Contributions (select all that
apply):

       [X] (1)    Discretionary Formula:

                  Discretionary Matching Contribution equal to such a dollar
                  amount or percentage of Pre-Tax Contributions and/or Employee
                  After-Tax Contributions, as determined by the Employer, which
                  shall be allocated (select all that apply):

                  [X](a)   based on the ratio of each Participant's Pre-Tax
                           Contributions and/or Employee After-Tax Contributions
                           for the Plan Year to the total Pre-Tax Contributions
                           and/or Employee After-Tax Contributions of all
                           Participants for the Plan Year. If selected, Matching
                           Contributions shall be subject to a maximum amount of
                           (select one):

                                    [ ] (i)  $_________ for each Participant.

                                    [X] (ii) 6% of each Participant's
                                             Compensation.

                                       16

<PAGE>

                  [ ]      (b) in an amount up to_____% or $_________of each
                           Participant's first______% or $_________of
                           Compensation contributed as Pre-Tax Contributions
                           and/or Employee After-Tax Contributions. If any
                           Matching Contribution remains, it is allocated to
                           each such Participant in an amount up to______% or
                           $_________of the next______% or $_________of each
                           Participant's Compensation contributed as Pre-Tax
                           Contributions and/or Employee After-Tax
                           Contributions. If any Matching Contribution remains
                           after the application of the preceding sentence, it
                           is allocated to each such Participant in an amount up
                           to______% or $_________of the next______% or
                           $_________of each Participant's Compensation
                           contributed as Pre-Tax Contributions and/or Employee
                           After-Tax Contributions.

                           Any remaining Matching Contribution shall be
                           allocated to each such Participant in the ratio that
                           such Participant's Pre-Tax Contributions and/or
                           Employee After-Tax Contributions bear to the total
                           Pre-Tax Contributions and/or Employee After-Tax
                           Contributions of all such Participants.

                           If selected, Matching Contributions shall be subject
                           to a maximum amount of (select one):

                           [ ] (i)  $___________  for each Participant.

                           [ ] (ii) ____% of each Participant's Compensation.

[ ] (2)  Nondiscretionary Formula:

         A nondiscretionary Matching Contribution equal to (select all that
         apply):

         [ ] (a)           _______% of each Participant's Compensation
                           contributed as Pre-Tax Contributions and/or Employee
                           After-Tax Contributions. If selected, Matching
                           Contributions shall be subject to a maximum amount of
                           (select one):

                           [ ] (i)  $_________ for each Participant.

                           [ ] (ii) ____%  of each Participant's Compensation.

         [ ] (b)           ______% or $_______ of the first ____% or $_______ of
                           the Participant's Compensation contributed as Pre-Tax
                           Contributions and/or Employee After-Tax
                           Contributions,______% or $_________ of the
                           next______% or $________ of the Participant's
                           Compensation contributed as Pre-Tax Contributions
                           and/or Employee After-Tax Contributions, and _____%
                           or $______ of the next ____% or $ ______ of the
                           Participant's Compensation contributed as Pre-Tax
                           Contributions and/or Employee After-Tax
                           Contributions.

                           If selected, Matching Contributions shall be subject
                           to a maximum amount of (select one):

                           [ ] (i)  $_________ for each Participant.

                           [ ] (ii) ____% of each Participant's Compensation.

                                       17

<PAGE>

[X] (3)  Matching Contribution "True-up" (select one):

         [X] (a)  Annualized Matching Contributions: Matching Contributions,
                  if made on a periodic basis, will be recalculated based on
                  Compensation for the Plan Year, and "true-up" contributions
                  will be made to Participants as necessary.

         [ ] (b)  Non-annualized Matching Contributions: The "true-up" Matching
                  Contributions will not be made.

[X] (4)  Matched Contributions. Pre-Tax and/or Employee After-Tax Contributions
         indicated above shall be eligible for Matching Contributions as
         indicated below (select all that apply):

        DISCRETIONARY        NONDISCRETIONARY
    MATCHING CONTRIBUTION  MATCHING CONTRIBUTION
           FORMULA                 FORMULA

             [X]                     [ ]           (a)  Pre-Tax Contributions.

             [ ]                     [ ]           (b)  After-Tax Contributions.

         (c) If (a) and (b) selected above, the Pre-Tax and Employee After-Tax
             Matching Contributions formula will be applied (select one, if
             applicable):

                  [ ] (i)  concurrently as a separate formula for each feature.

                  [ ] (ii) cumulatively as a single formula for both features.

B.  PARTICIPANTS ELIGIBLE FOR MATCHING CONTRIBUTION ALLOCATION

The following Participants shall be eligible for an allocation to their Matching
Contributions Account (select one):

[ ] (1)  Payroll Basis Matching Contributions - Any Participant who makes
         Pre-Tax Contributions and/or Employee After-Tax Contributions.

[ ] (2)  Periodic Matching Contributions - Solely with respect to a Plan in
         which Matching Contributions are made on a periodic basis, any
         Participant whose Pre-Tax Election or Employee After-Tax Election is in
         effect during such period. (select the applicable period):

    [ ] (a) monthly.

    [ ] (b) quarterly.

    [ ] (c) semi-annually.

    [ ] (d) other (specify): _________________________________________________.

                                       18

<PAGE>

[X] (3)  Annual Plan Year-end Matching Contribution - Any Participant who
         makes Pre-Tax Contributions and/or Employee After-Tax Contributions
         during the Plan Year and who satisfies the following requirements
         (select all those applicable):

    [ ] (a) is employed during the Plan Year.

    [ ] (b) was credited with _____ (no more than 1,000) Hours of Service
            during the Plan Year.

    [ ] (c) was employed on the last day of the Plan Year.

    [X] (d) was on a leave of absence on the last day of the Plan Year.

    [X] (e) during the Plan Year died or became disabled while an Employee
            or terminated employment after attaining Normal Retirement Age.

    [ ] (f) was credited with at least 501 Hours of Service whether or not
            employed on the last day of the Plan Year.

    [X] (g) was credited with at least 1,000 Hours of Service and was employed
            on the last day of the Plan Year.

         ARTICLE V. PROFIT SHARING CONTRIBUTIONS AND ACCOUNT ALLOCATION

A.  PROFIT SHARING CONTRIBUTIONS:

Contributions to Profit Sharing Contribution Accounts shall be (select one):

    |X| (1) such an aggregate amount, if any, as determined by the Employer,
            for each Participant eligible to share in the allocation for a Plan
            Year.

    [ ] (2) ____% of the Compensation of each Participant eligible to share in
            the allocation for a Plan Year.

B.  ALLOCATION OF CONTRIBUTIONS TO PROFIT SHARING CONTRIBUTION ACCOUNTS
    (select all applicable):

    [ ] (1) Non-Integrated Allocation

            [ ] (a)   The Profit Sharing Contributions Account of each
                      Participant eligible to share in the allocation for a Plan
                      Year shall be credited with a portion of the contribution,
                      plus any forfeitures if forfeitures are reallocated to
                      Participants, equal to the ratio that the Participant's
                      Compensation for the Plan Year bears to the Compensation
                      for that Plan Year of all Participants entitled to share
                      in the contribution.

            [ ] (b)   $_______ per each Participant eligible to share in the
                      allocation for a Plan Year, on a ____________ (specify
                      period, such as weekly, monthly, quarterly, etc.) basis.

                                       19

<PAGE>

    [X] (2) 2 Step-First Dollar Integrated Allocation

            For each Participant eligible to share in the allocation for a Plan
            Year, contributions to Profit Sharing Contributions Accounts with
            respect to a Plan Year, plus any forfeitures if forfeitures are
            reallocated to Participants, shall be allocated to the Profit
            Sharing Contributions Account of each eligible Participant as
            follows:

            (i)   First, in the ratio that the sum of each eligible
                  Participant's Compensation for the Plan Year and Compensation
                  for the Plan Year in excess of the Integration Level bears to
                  the sum of all such Participants' Compensation and
                  Compensation in excess of the Integration Level, but for each
                  eligible Participant, not in excess of the Maximum Profit
                  Sharing Disparity Rate (defined below).

            (ii)  Second, any remaining contributions or forfeitures will be
                  allocated in the ratio that each Participant's Compensation
                  for that Plan Year bears to all Participants' Compensation for
                  that Plan Year.

    [X] (3) Top-Heavy Integrated Allocation

            NOTE: UNDER THIS ALLOCATION FORMULA, EACH ELIGIBLE PARTICIPANT WILL
            BE ALLOCATED A CONTRIBUTION EQUAL TO A TOP-HEAVY MINIMUM
            CONTRIBUTION UP TO 3% OF COMPENSATION EVEN IN PLAN YEARS THAT THE
            PLAN IS NOT OTHERWISE TOP-HEAVY.

            For each Participant eligible to share in the allocation for a Plan
            Year, contributions to Profit Sharing Contributions Accounts with
            respect to a Plan Year shall be allocated to the Profit Sharing
            Contributions Account of each eligible Participant in the ratio that
            each such eligible Participant's Compensation for the Plan Year
            bears to the Compensation for that Plan Year of all eligible
            Participants but not in excess of 3% of each Participant's
            Compensation.

            The amount of this Top-Heavy allocation will be offset against the
            Profit Sharing allocation made under (1) or (2) above.

            The Maximum Profit Sharing Disparity Rate is equal to the applicable
            percentage determined in accordance with the following table:

<TABLE>
<CAPTION>
IF THE INTEGRATION LEVEL IS
(AS A % OF THE TAXABLE WAGE
BASE ("TWB")).                                  THE APPLICABLE PERCENTAGE IS:
<S>                                             <C>
20% (or $10,000 if greater)
or less of the TWB                                          5.7%

More than 20% (but not less than
$10,001) but not
more than 80% of the TWB                                    4.3%

More than 80% but less
than 100% of the TWB                                        5.4%

100% of the TWB                                             5.7%
</TABLE>

                                       20

<PAGE>

    [X] (4) Integration Level

            The "Integration Level" shall be (select one):

            [X] (a)   the Taxable Wage Base.

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

            [ ] (c)   _______% of the Taxable Wage Base (not to exceed 100%).

            [ ] (d)   the greater of $10,000 or 20% of the Taxable Wage Base.

C.  PARTICIPANTS ELIGIBLE FOR PROFIT SHARING CONTRIBUTION ALLOCATION

The following Participants shall be eligible for an allocation to their Profit
Sharing Contributions Accounts (select all those applicable):

    [ ](1)  Any Participant who was employed during the Plan Year.

NOTE: ITEM C(1) MUST BE SELECTED IF PROFIT SHARING CONTRIBUTIONS ARE ALLOCATED
ON A PERIODIC BASIS DURING THE PLAN YEAR.

    [ ](2)  Any Participant who was credited with ______ (no more than 1,000)
            Hours of Service during the Plan Year.

    [ ](3)  Any Participant who was employed on the last day of the Plan Year.

    [X](4)  Any Participant who was on a leave of absence on the last day of
            the Plan Year.

    [X](5)  Any Participant who during the Plan Year died or became disabled
            while an Employee or terminated employment after attaining Normal
            Retirement Age.

    [ ](6)  Any Participant who was credited with at least 501 Hours of
            Service whether or not employed on the last day of the Plan Year.

    [X](7)  Any Participant who was credited with at least 1,000 Hours of
            Service and was employed on the last day of the Plan Year.

                    ARTICLE VI. PREVAILING WAGE CONTRIBUTIONS

A.  PREVAILING WAGE CONTRIBUTIONS, AS DESCRIBED IN SECTION 3.15 OF THE PLAN
    (SELECT ONE):

    [ ] (1) shall be made as provided in Appendix B and shall:

                  [ ] (a)  be considered a QNEC.

                  [ ] (b)  not be considered a QNEC.

    [X] (2) shall not be made.

                                       21

<PAGE>

B.  PREVAILING WAGE OFFSET

The Prevailing Wage Contribution made on behalf of a Participant for the Plan
Year will (select one if A(1) is selected above):

    [ ] (1) Offset the amount allocated or contributed on behalf of such
            Participant under Article V for the Plan Year.

    [ ] (2) Not offset the amount allocated or contributed on behalf of
            Participant under Article V for the Plan Year.

                       ARTICLE VII. ADP TEST AND ACP TEST

A.  ACTUAL DEFERRAL PERCENTAGE TEST AND ACTUAL CONTRIBUTION PERCENTAGE TEST
    ELECTION

Effective for Plan Years beginning on and after 01/01/2003, the ADP Test of
Section 3.4 of the Plan and the ACP Test under Section 3.6 of the Plan shall be
applied using the ADP and ACP of Nonhighly Compensated Employees for the (select
one):

    [ ] (1) current Plan Year.

    [X] (2) immediately preceding Plan Year.

NOTE: AN ELECTION TO USE THE CURRENT PLAN YEAR DATA MAY NOT BE CHANGED UNLESS
(1) THE PLAN HAS BEEN USING THE CURRENT YEAR TESTING METHOD FOR THE PRECEDING 5
PLAN YEARS, OR IF LESS, THE NUMBER OF PLAN YEARS THE PLAN HAS BEEN IN EXISTENCE;
OR (2) THE PLAN OTHERWISE MEETS ONE OF THE REQUIREMENTS OF IRS NOTICE 98-1 (OR
SUPERCEDING GUIDANCE) FOR CHANGING FROM THE CURRENT YEAR TESTING METHOD. LEGAL
COUNSEL SHOULD BE OBTAINED PRIOR TO CHANGING A CURRENT YEAR DATA ELECTION UNDER
THIS ARTICLE.

B.  FIRST PLAN YEAR ELECTIONS

For purposes of Sections 3.4.2(B) and 3.6(A), the ADP and the ACP for Nonhighly
Compensated Employees for the first Plan Year the Plan permits any Participant
to make Pre-Tax Contributions and/or Employee After-Tax Contributions, provides
for Matching Contributions, or both (if this Plan is not a successor plan)
(select one):

    [ ] (1) shall be the Plan Year ADP and ACP.

    [ ] (2) shall be 3%.

    [X] (3) is not applicable, existing plan.

C.  COORDINATION WITH SAFE HARBOR CODA

As provided under Section 3.16.1(B), and as consistent with IRS Notice 98-52 (or
subsequent guidance) indicate below which of the following shall be disregarded
for purposes of satisfying the ACP Test (select one):

    [ ] (1) All Matching Contributions for all Eligible Participants (if the
            requirements of the ACP Test Safe Harbor are satisfied).

                                       22

<PAGE>

    [ ] (2) Matching Contributions that do not exceed 4% of each Eligible
            Participant's Compensation, if permitted under IRS Notice 98-52 (or
            subsequent guidance).

    [X] (3) Not applicable, not a Safe Harbor plan.

                         ARTICLE VIII. SAFE HARBOR CODA

A.  SAFE HARBOR CODA PROVISIONS

    The Safe Harbor Method CODA provisions of Section 3.16 of the Plan:

    [ ] (1) apply.

    [X] (2) do not apply.

B.  ADP/ACP TEST SAFE HARBOR CONTRIBUTIONS

Section 3.16.4(A) provides for a Basic Matching Contribution to the Plan on
behalf of each Eligible Participant equal to (i) 100% of the amount of the
Eligible Participant's Pre-Tax Contributions that do not exceed 3% of the
Eligible Participant's Compensation for the Plan Year, plus (ii) 50% of the
amount of the Eligible Participant's Pre-Tax Contributions that exceed 3% of the
Eligible Participant's Compensation but that do not exceed 5% of the Eligible
Participant's Compensation.

In lieu of the Safe Harbor Matching Contributions described in Section
3.16.4(A), the Employer will make the following contributions for the Plan Year
(select one):

    [ ] (1) Enhanced Matching Contributions

            The Employer will make Matching Contributions to the Account of each
            Eligible Participant in an amount equal to:

            _____% of the first_____% of the Eligible Participant's Compensation
            contributed as Pre-Tax Contributions, _____% of the next_____% of
            the Eligible Participant's Compensation contributed as Pre-Tax
            Contributions, and_____% of the next_____% of the Eligible
            Participant's Compensation contributed as Pre-Tax Contributions.

            NOTE: THE BLANKS ABOVE MUST BE COMPLETED SO THAT, AT ANY RATE OF
            PRE-TAX CONTRIBUTIONS, THE MATCHING CONTRIBUTION IS AT LEAST EQUAL
            TO THE CONTRIBUTION THAT WOULD OTHERWISE BE MADE UNDER SECTION
            3.16.4(A) (THE BASIC SAFE HARBOR MATCHING CONTRIBUTION).
            ADDITIONALLY, THE RATE OF MATCH CANNOT INCREASE AS PRE-TAX
            CONTRIBUTIONS INCREASE. FINALLY, IF MATCHING CONTRIBUTIONS ARE MADE
            WITH RESPECT TO PRE-TAX CONTRIBUTIONS THAT EXCEED 6% OF ELIGIBLE
            PARTICIPANTS' COMPENSATION, THE PLAN WILL NOT MEET THE REQUIREMENTS
            FOR THE ACP TEST SAFE HARBOR PROVISIONS AND AN ACP TEST WOULD HAVE
            TO BE PERFORMED.

    [ ] (2) Safe Harbor Nonelective Contributions

            The Employer will make a Safe Harbor Nonelective Contribution to the
            Account of each Eligible Participant in an amount equal to ______%
            (at least 3%) of the Employee's Compensation for the Plan Year.

         NOTE: THE SAFE HARBOR NONELECTIVE CONTRIBUTION CANNOT BE ALLOCATED ON
         AN INTEGRATED BASIS.

                                       23

<PAGE>

C.   [ ]    If checked, the ADP Test Safe Harbor Contributions will be made to
            the following Defined Contribution Plan of the Employer:
            ____________________________________________________________________
            ___________________________________________________________________.

                               ARTICLE IX. VESTING

A.  EMPLOYER CONTRIBUTION ACCOUNTS

(1) A Participant shall have a vested percentage in his or her Profit Sharing
    Contributions and Matching Contributions Account(s), if applicable, in
    accordance with the following schedule (select one for each column as
    applicable):

<TABLE>
<CAPTION>
   MATCHING        PROFIT SHARING
CONTRIBUTIONS       CONTRIBUTIONS
<S>                <C>
     [ ]                [ ]    (a)  100% vesting immediately upon participation.

     [ ]                [ ]    (b)  100% after________years of Vesting Service.

     [X]                [X]    (c)  Graded vesting schedule:

      0 %                0 %   immediately upon participation;

     20 %               20 %   after 1 year of Vesting Service;

     40 %               40 %   after 2 years of Vesting Service;

     60 %               60 %   after 3 years of Vesting Service;

     80 %               80 %   after 4 years of Vesting Service;

    100 %              100 %   after 5 years of Vesting Service;

    100 %              100 %   after 6 years of Vesting Service;
</TABLE>

    100% after 7 years of Vesting Service.

(2) Early Retirement

    Upon attainment of Early Retirement Age (if selected in I.D(2)), a
    Participant (select one):

    [ ] (a) shall

    [X] (b) shall not
become 100% vested solely due to attainment of Early Retirement Age.

                                       24

<PAGE>

     (3) Prior Vesting Schedule(s)

     If the Plan's vesting schedule has been amended, the following prior
     vesting schedule shall apply to Participants who were eligible to and did
     elect to have their vested percentages determined under the vesting
     schedule in effect prior to the vesting schedule amendment:

<TABLE>
<CAPTION>
                               PROFIT SHARING
MATCHING CONTRIBUTIONS         CONTRIBUTIONS
    VESTING SCHEDULE          VESTING SCHEDULE
EFFECTIVE ON AND BEFORE   EFFECTIVE ON AND BEFORE
<S>                       <C>                      <C>
      12/31/2001                12/31/2001

          [ ]                      [ ]             (a)  100% vesting immediately
                                                        upon participation.

          [X]                      [X]             (b)  100% after 5 years of
                                                        Vesting Service.

          [ ]                      [ ]             (c)  Graded vesting schedule:

          ___ %                    ___ %                immediately upon
                                                        participation;

          ___ %                    ___ %                after 1 year of Vesting
                                                        Service;

          ___ %                    ___ %                after 2 years of Vesting
                                                        Service;

          ___ %                    ___ %                after 3 years of Vesting
                                                        Service;

          ___ %                    ___ %                after 4 years of Vesting
                                                        Service;

          ___ %                    ___ %                after 5 years of Vesting
                                                        Service;

          ___ %                    ___ %                after 6 years of Vesting
                                                        Service;

                                                        100% after 7 years of
                                                        Vesting Service.
</TABLE>

                                       25

<PAGE>

B.  ALLOCATION OF FORFEITURES Forfeitures, if any, shall be (select one from
each applicable column):

<TABLE>
<CAPTION>
   MATCHING        PROFIT SHARING
CONTRIBUTIONS      CONTRIBUTIONS
<S>                <C>              <C>
     [X]                [X]         (1)  first, used to reduce Employer
                                    contributions; second, any remaining
                                    forfeitures shall be used to offset the
                                    Employer's Plan administrative costs; and
                                    third, any remaining forfeitures shall be
                                    allocated to Participants.

    [ ]                 [ ]         (2)  first, used to offset the Employer's
                                    Plan administrative costs; second, any
                                    remaining forfeitures shall be used to
                                    reduce Employer contributions; and third,
                                    any remaining forfeitures shall be allocated
                                    to Participants.

    [ ]                 [ ]         (3)  allocated to Participants in the ratio
                                    which the Compensation of each Participant
                                    for the Plan Year bears to the total
                                    Compensation for the Plan Year of all
                                    Participants otherwise entitled to share in
                                    the Employer contributions. If the Profit
                                    Sharing portion of the Plan is integrated
                                    with Social Security, forfeitures
                                    attributable to Profit Sharing Contributions
                                    shall be allocated in accordance with the
                                    formula elected by the Employer.
</TABLE>

C.  VESTING SERVICE

For purposes of determining Years of Service for Vesting Service (select (1) or
(2) and/or (3)):

    [X] (1) All Years of Service shall be included.

    [ ] (2) Years of Service before the Participant attained age 18 shall be
            excluded.

    [ ] (3) Service with the Employer prior to the effective date of the Plan
            shall be excluded.

                  ARTICLE X. IN-SERVICE DISTRIBUTIONS AND LOANS

A.  IN-SERVICE DISTRIBUTIONS

    [X] (1) In-service distributions may be made from any of the Participant's
            vested Accounts, at any time upon or after the occurrence of the
            following events (select all applicable):

            [X] (a)   a Participant's attainment of age 59 1/2 (no lower than
                      59 1/2).

            [ ] (b)   January 1 of the calendar year in which the Participant
                      attains age 70 1/2.

    [ ] (2) In-service distributions are not permitted (subject to Section 5.7.3
            of the Plan).

                                       26

<PAGE>

B.  HARDSHIP DISTRIBUTIONS:

    Hardship distributions are:

    [X] (1) permitted and shall be made from the vested portion of a
            Participant's Accounts (other than his or her Qualified Nonelective
            Contributions Account, Qualified Matching Contributions Account,
            QVEC Account, earnings accrued after December 31, 1988 on the
            Participant's Pre-Tax Contributions, or Safe Harbor Contributions
            under Section 3.16) as provided in Section 5.9.1.

    [ ] (2) not permitted.

C.  LOANS:

    Loans are:

<TABLE>
<CAPTION>
  NON-PROFIT
    SHARING                 PROFIT SHARING
CONTRIBUTIONS               CONTRIBUTIONS
<S>                         <C>                             <C>
     [X]                         [X]                        (1)  permitted.

     [ ]                         [ ]                        (2)  not permitted.
</TABLE>

                                ARTICLE XI. TRUST

    [ ]     If this item is checked, the Employer elects to establish a Group
            Trust consisting of such Plan assets as shall from time to time be
            transferred to the Trustee pursuant to Article X of the Plan. The
            Trust Fund shall be a Group Trust consisting of assets of this Plan
            plus assets of the following plans of the Employer or of an
            Affiliate:

                   _____________________________________________________________
                   _____________________________________________________________
                   _____________________________________________________________
                   _____________________________________________________________

                           ARTICLE XII. MISCELLANEOUS

A.  IDENTIFICATION OF SPONSOR

The address and telephone number of the Sponsor's authorized representative is
PO Box 1510, Pennington, New Jersey 08534-1510; 800-434-6945. This authorized
representative can answer inquiries regarding the adoption of the Plan, the
intended meaning of any Plan provisions, and the effect of the opinion letter.

The Sponsor will inform the Primary Employer of any amendments made to the Plan
or the discontinuance or abandonment of the Plan. In order to receive
notification, the Primary Employer hereby agrees to promptly notify the Sponsor
at the address indicated above of any change in company contact, business
address, or intent to terminate use of the Merrill Lynch Prototype Plan.

                                       27

<PAGE>

B.  PLAN REGISTRATION

1.  Initial Registration

This Plan must be registered with the Sponsor, Merrill Lynch, Pierce Fenner &
Smith Incorporated, in order to be considered a Prototype Plan by the Sponsor.
Registration is required so that the Sponsor is able to provide the
Administrator with documents, forms and announcements relating to the
administration of the Plan and with Plan amendments and other documents, all of
which relate to administering the Plan in accordance with applicable law and
maintaining compliance of the Plan with the law.

The Primary Employer and all participating Employers must sign and date the
Adoption Agreement. Upon receipt and acceptance by Merrill Lynch, Pierce Fenner
& Smith Incorporated of the Adoption Agreement, the Plan will be registered as a
Prototype Plan of Merrill Lynch, Pierce Fenner & Smith Incorporated. An
authorized representative will countersign the Adoption Agreement and a copy of
the countersigned Adoption Agreement will be returned to the Primary Employer.
Countersignature of the Adoption Agreement acknowledges receipt of the Adoption
Agreement by Merrill Lynch, Pierce Fenner & Smith Incorporated, but does not
represent that the Sponsor has reviewed or assumes responsibility for the
provisions selected within the Adoption Agreement. Merrill Lynch, Pierce Fenner
& Smith Incorporated reserves the right to reject any Adoption Agreement.

2.  Registration Renewal

Annual registration renewal is required in order for the Employer to continue to
receive any and all necessary updating documents. The Sponsor reserves the right
to charge a registration renewal fee and change such fee from time to time. The
Sponsor will notify the Primary Employer of any registration renewal fee and of
any change to such registration renewal fee.

C.  PROTOTYPE REPLACEMENT PLAN

This Adoption Agreement is a replacement prototype plan for (1) Merrill Lynch
Special Prototype Defined Contribution Plan - Nonstandardized 401(k) Plan,
Employee Thrift Plan, Profit Sharing Plan Adoption Agreement # 03-004.

D.  RELIANCE

The adopting Employer may rely on an opinion letter issued by the Internal
Revenue Service as evidence that the Plan is qualified under Code Section 401
only to the extent provided in Announcement 2001-77, 2001-30 I.R.B.

The Employer may not rely on the opinion letter in certain other circumstances
or with respect to certain qualification requirements, which are specified in
the opinion letter issued with respect to the Plan and in Announcement 2001-77.

In order to have reliance in such circumstances or with respect to such
qualification requirements, application for a determination letter must be made
to Employee Plans Determinations of the Internal Revenue Service.

                                       28
<PAGE>

E.       PLAN DOCUMENT

This Adoption Agreement may ONLY be used in conjunction with the Merrill Lynch
Special/Flexible Prototype Defined Contribution Plan and Trust Base Plan
Document #03.

F.       PROPER COMPLETION OF ADOPTION AGREEMENT

Failure to properly fill out this Adoption Agreement may result in the failure
of the Plan to qualify under Internal Revenue Code Section 401(a). Each
participating Employer and its independent legal and tax advisors are
responsible for the adoption and qualification of this Plan and any related tax
consequences.

                                       29

<PAGE>

                          PRIMARY EMPLOYER'S SIGNATURE

The undersigned hereby adopts the Plan and Trust.

         Name of Primary Employer:
                                             MPSI Systems, Inc.
                                             ___________________________________

                                             ___________________________________
                                                     Authorized Signature
                                             ___________________________________

                                             ___________________________________
                                                          Print Name
                                             ___________________________________

                                             ___________________________________
                                                            Title

DATED: ___________, 20_____

                             PARTICIPATING EMPLOYERS

The undersigned hereby adopts the Plan and Trust.

         Name of Employer

1.                                           Authorized
   _________________________________         Signature: ________________________
                                             Print
                                             Name:      ________________________
                                             Title:     ________________________
                                             Date:      ________________________
2.                                           Authorized
   _________________________________         Signature: ________________________
                                             Print
                                             Name:      ________________________
                                             Title:     ________________________
                                             Date:      ________________________
3.                                           Authorized
   _________________________________         Signature: ________________________
                                             Print
                                             Name:      ________________________
                                             Title:     ________________________
                                             Date:      ________________________
4.                                           Authorized
   _________________________________         Signature: ________________________
                                             Print
                                             Name:      ________________________
                                             Title:     ________________________
                                             Date:      ________________________
5.                                           Authorized
   _________________________________         Signature: ________________________
                                             Print
                                             Name:      ________________________

                                       30

<PAGE>

                                             Title:     ________________________
                                             Date:      ________________________
6.                                           Authorized
   _________________________________         Signature: ________________________
                                             Print
                                             Name:      ________________________
                                             Title:     ________________________
                                             Date:      ________________________
7.                                           Authorized
   _________________________________         Signature: ________________________
                                             Print
                                             Name:      ________________________
                                             Title:     ________________________
                                             Date:      ________________________
8.                                           Authorized
   _________________________________         Signature: ________________________
                                             Print
                                             Name:      ________________________
                                             Title:     ________________________
                                             Date:      ________________________
9.                                           Authorized
   _________________________________         Signature: ________________________
                                             Print
                                             Name:      ________________________
                                             Title:     ________________________
                                             Date:      ________________________
10.                                          Authorized
   _________________________________         Signature: ________________________
                                             Print
                                             Name:      ________________________
                                             Title:     ________________________
                                             Date:      ________________________

Only an Affiliate may adopt this Plan. The Plan may only be adopted or restated
pursuant to a duly authorized action evidenced by the above signature of the
person authorized to adopt the Plan on behalf of the Employer and as permitted
by the Primary Employer. By adopting this Plan, each participating Employer
delegates to the Primary Employer the authority to amend the Plan.

TO BE COMPLETED BY MERRILL LYNCH:

SPONSOR ACKNOWLEDGMENT:

Subject to the terms and conditions of the Prototype Plan and this Adoption
Agreement, Merrill Lynch, Pierce Fenner & Smith Incorporated as the Prototype
Sponsor acknowledges receipt of this Adoption Agreement.

Authorized
Signature:______________________________________________________________________

                                       31

<PAGE>

                     MERRILL LYNCH TRUST CO., FSB AS TRUSTEE

TO BE COMPLETED BY MERRILL LYNCH TRUST CO., FSB:

                             ACCEPTANCE BY TRUSTEE:

The undersigned hereby accept all of the terms, conditions, and obligations of
appointment as Trustee under the Plan, Trust and this Adoption Agreement. If the
Employer has elected a Group Trust in this Adoption Agreement, the undersigned
Trustee(s) shall be the Trustee(s) of the Group Trust.

SEAL                                         MERRILL LYNCH TRUST CO., FSB

                                             By:________________________________

                                                ________________________________

DATED: ___________, 20_____

                                       32

<PAGE>

Primary Employer Name: MPSI Systems, Inc.
Plan Name:             MPSI Systems, Inc. Matching Investment Plan
Plan Number:           001

                                   APPENDIX A
                                 GUST AMENDMENTS

                         (PROFIT SHARING PLAN WITH CODA)

         In accordance with IRS Revenue Procedure 2000-20, the following
sections retroactively conform the Plan's terms to its actual operation during
the remedial amendment period for the Small Business Job Protection Act of 1996,
the Uruguay Round Agreements Act, the Taxpayer Relief Act of 1997, the Internal
Revenue Service Restructuring and Reform Act of 1998, and the Uniformed Services
Employment and Reemployment Rights Act of 1994. The signature of the Primary
Employer in this Adoption Agreement shall apply to this Appendix A if the
Primary Employer is restating its plan to comply with Revenue Procedure 2000-20.

I.       ADP AND ACP TESTS

         A.       ADP TEST ELECTION. Effective for the indicated Plan Years, for
                  purposes of the ADP Test under Section 3.4, the ADP of
                  Nonhighly Compensated Employees shall be determined:

<TABLE>
<CAPTION>
 1997      1998      1999      2000      2001      2002
Testing   Testing   Testing   Testing   Testing   Testing
 Year      Year      Year      Year      Year      Year
 ----      ----      ----      ----      ----      ----
<S>       <C>       <C>       <C>       <C>       <C>       <C>
  [ ]       [ ]       [ ]       [ ]       [ ]       [ ]     (1)  for the current Plan Year.

  [X]       [X]       [X]       [X]       [X]       [X]     (2)  for the immediately
                                                                 preceding Plan Year.
</TABLE>

         B.       ACP TEST ELECTION. Effective for the indicated Plan Years, for
                  purposes of the ACP Test under Section 3.6, the ACP of
                  Nonhighly Compensated Employees shall be determined:

<TABLE>
<CAPTION>
 1997      1998      1999      2000      2001      2002
Testing   Testing   Testing   Testing   Testing   Testing
 Year      Year      Year      Year      Year      Year
 ----      ----      ----      ----      ----      ----
<S>       <C>       <C>       <C>       <C>       <C>       <C>
  [ ]       [ ]       [ ]       [ ]       [ ]       [ ]     (1)  for the current Plan Year.

  [X]       [X]       [X]       [X]       [X]       [X]     (2)  for the immediately
                                                                 preceding Plan Year.
</TABLE>

         C.       FIRST PLAN YEAR

                  (1)      ADP (do not complete if Plan used the current year
                           testing method for such year). If this Plan is not a
                           successor plan, then for ____________________,
                           [Insert First Plan Year], the first Plan Year this
                           Plan permitted any Participant to make Pre-Tax
                           Contributions, the ADP used in the ADP Test for
                           Participants who are Nonhighly Compensated Employees
                           shall be (select one):

                           [ ] (a)  3%.

                           [ ] (b)  such first Plan Year's ADP.

                                       33

<PAGE>

                  (2)      ACP (do not complete if Plan used current year
                           testing method for such year). If this Plan is not a
                           successor plan, then for the first Plan Year this
                           Plan provided for Employee After-Tax Contributions
                           and/or Matching Contributions, _______________,
                           [Insert Such Plan Year] the ACP used for Participants
                           who are Nonhighly Compensated Employees shall be
                           (select one):

                           [ ] (a)  3%.

                           [ ] (b)  such first Plan Year's ACP.

NOTES:   (1)      THE PLAN MUST USE THE SAME TESTING METHOD FOR BOTH THE ADP
                  TEST AND THE ACP TEST IN ANY PLAN YEAR BEGINNING ON OR AFTER
                  THE DATE THE EMPLOYER ADOPTS THE RESTATED PLAN.

         (2)      PLANS USING THE CURRENT YEAR TESTING METHOD FOR THE 1997 TO
                  2001 TESTING YEARS (OR SUCH LATER DATE AS PERMITTED BY THE
                  INTERNAL REVENUE SERVICE) COULD CHANGE TO THE PRIOR YEAR
                  TESTING METHOD WITHOUT IRS APPROVAL.

         (3)      IF THE PLAN USES THE CURRENT YEAR TESTING METHOD FOR A TESTING
                  YEAR IT MAY NOT BE PERMISSIVELY AGGREGATED UNDER TREAS. REG.
                  SECTION 1.410(b)-7(d) WITH A PLAN THAT USES THE PRIOR YEAR
                  TESTING METHOD FOR THAT TESTING YEAR.

II.      HIGHLY COMPENSATED EMPLOYEES

         A.       TOP-PAID GROUP ELECTION. Effective for the indicated Plan
                  Years, the determination of Highly Compensated Employees
                  (other than 5% owners) for a year shall be:

<TABLE>
<CAPTION>
    1997            1998            1999            2000            2001            2002
Determination   Determination   Determination   Determination   Determination   Determination
    Year            Year            Year            Year            Year            Year
    ----            ----            ----            ----            ----            ----
<S>             <C>             <C>             <C>             <C>             <C>             <C>
     [X]             [X]             [X]             [X]             [X]             [X]        (1) limited to
                                                                                                    Employees in
                                                                                                    the top-paid
                                                                                                    20% of the
                                                                                                    Employees
                                                                                                    for such year.

     [ ]             [ ]             [ ]             [ ]             [ ]             [ ]        (2) made without
                                                                                                    regard to
                                                                                                    whether an
                                                                                                    Employee was in
                                                                                                    the top-paid 20%
                                                                                                    of the Employees
                                                                                                    for such year.
</TABLE>

         B.       CALENDAR YEAR DATA ELECTION. (Complete only if the Plan Year
                  is not the calendar year.) Effective for the indicated Plan
                  Years, for purposes of determining Highly Compensated
                  Employees (other than 5% owners), a calendar year election is
                  made as follows:

                                       34

<PAGE>

<TABLE>
<CAPTION>
    1997            1998            1999            2000            2001            2002
Determination   Determination   Determination   Determination   Determination   Determination
    Year            Year            Year            Year            Year            Year
    ----            ----            ----            ----            ----            ----
<S>             <C>             <C>             <C>             <C>             <C>
     [ ]             [ ]             [ ]             [ ]             [ ]             [ ]
</TABLE>

                  Note: The effect of a calendar year data election is that the
                  look-back year is the calendar year beginning with or within
                  the look-back year. Generally, a top-paid group election must
                  apply consistently to the determination years of all plans of
                  the Employer that begin with or within the same calendar year.
                  A calendar year data election also must apply consistently to
                  the determination years of all of the Employer's plans that
                  begin within the same calendar year. However, the consistency
                  requirement does not apply to determination years beginning
                  with or within the 1997 calendar year. In addition, for
                  determination years beginning on or after January 1, 1998, and
                  before January 1, 2000, satisfaction of the consistency
                  requirement is determined without regard to non-retirement
                  plans of the Employer.

III.     REQUIRED MINIMUM DISTRIBUTIONS

         A.       Due to the Small Business Job Protection Act amendment to the
                  "required beginning date" under Code Section 401(a)(9),
                  actively employed Participants (other than 5% owners) who
                  attained age 70 1/2 prior to 1996 or, if later, January 1,
                  1997 (select as applicable):

                  [X](1)   were given the election either not to receive or to
                           cease receiving mandatory in-service minimum
                           distributions. If any such Participant failed to make
                           such an election, mandatory minimum distributions
                           were made until the Participant made an election to
                           cease those distributions [or the Primary Employer
                           elected to make in-service distributions available on
                           a voluntary basis]. This election was effective
                           01/01/1997.

                  [ ](2)   were automatically not required to receive mandatory
                           in-service minimum distributions. This election was
                           effective ____________.

                  [ ](3)   continued to be required to receive mandatory
                           in-service minimum distributions through the adoption
                           of this document.

         B.       Due to the Small Business Job Protection Act amendment to the
                  "required beginning date" under Code Section 401(a)(9),
                  actively employed Participants (other than 5% owners) who
                  attain age 70 1/2 on or after the date elected in A. above
                  (select as applicable):

                  [X](1)   are given the election not to receive mandatory
                           in-service minimum distributions. If any such
                           Participant fails to make such an election, mandatory
                           minimum distributions are made until the Participant
                           makes an election to cease those distributions [or
                           the Primary Employer elects to make in-service
                           distributions available on a voluntary basis]. This
                           election was effective 01/01/1997.

                  [ ](2)   are automatically not required to receive mandatory
                           in-service minimum distributions. This election was
                           effective ___________.

                  [ ](3)   continued to be required to receive mandatory
                           in-service minimum distributions through the adoption
                           of this document.

                                       35

<PAGE>

         C.       The Plan made available to all Participants voluntary
                  in-service distributions at or after attainment of age 70 1/2
                  effective:

                  [ ](1)   for all calendar years after 1996.

                  [ ](2)   for all calendar years after ____________.

                  [X](3)   Not applicable. (There is already an in-service
                           distribution provision in the Plan.)

         D.       For any eligible Participant who was already receiving
                  required minimum distributions but elected to stop
                  distributions and recommence upon separation of service
                  (select one):

                  [X](1)   there is a new annuity starting date upon
                           re-commencement. This allows these Participants to
                           defer receiving required minimum distributions until
                           the April 1 following the December 31st of the year
                           of separation of service.

                  [ ](2)   there is no new annuity starting date upon
                           re-commencement. This requires these Participants to
                           receive their required minimum distribution by
                           December 31st of the year of separation of service.

                  [ ](3)   a new annuity starting date is not applicable, as the
                           Plan did not allow payments to cease.

         E.       Effective Date of Adoption of Model Amendment (select one):

                  Select the calendar year for which the Plan will apply the
                  minimum distribution requirements of Section 401(a)(9) of the
                  Code in accordance with the regulations under Section
                  401(a)(9) that were proposed on January 17, 2001. Note that
                  2001 is the only year for which the proposed regulations may
                  be effective on a day other than January 1:

                  [ ](1) ___________, 2001.

                  [X](2) January 1, 2002.

IV.      SAFE HARBOR CODA OPTION

         A.       The Safe Harbor CODA provisions of Section 3.16 shall (select
                  all that apply):

                  [ ](1)   apply for the 1999 Plan Year.

                  [ ](2)   apply for the 2000 Plan Year.

                  [ ](3)   apply for the 2001 Plan Year.

                  [ ](4)   apply for the 2002 Plan Year.


                  [X](5)   not apply.

                                       36

<PAGE>

         B.       ADP/ACP TEST SAFE HARBOR CONTRIBUTIONS. In lieu of the Safe
                  Harbor Matching Contributions described in Section 3.16.4(A)
                  of the Plan, the Employer made the following contributions for
                  the Plan Year (select all that apply):

                  [ ](1)   1999 Enhanced Matching Contributions. For the 1999
                           Plan Year, the Employer made Matching Contributions
                           to the Account of each Eligible Participant in an
                           amount equal to:

                           ______% of the first ______% of the Eligible
                           Participant's Compensation contributed as Pre-Tax
                           Contributions, ______% of the next ______% of the
                           Eligible Participant's Compensation contributed as
                           Pre-Tax Contributions, and ______% of the next
                           ______% of the Eligible Participant's Compensation
                           contributed as Pre-Tax Contributions.

                  [ ](2)   1999 Safe Harbor Nonelective Contributions. For the
                           1999 Plan Year, the Employer made a Safe Harbor
                           Nonelective Contribution to the Account of each
                           Eligible Participant in an amount equal to ____ % (at
                           least 3%) of the Eligible Participant's Compensation
                           for the Plan Year.

                  [ ](3)   For the 1999 Plan Year, the ADP Test Safe Harbor
                           Contributions were made to the following Defined
                           Contribution Plan of the Employer:

                           ____________________________________________________.

                  NOTE:    THIS OPTION MAY BE SELECTED ONLY IF THIS PLAN IS A
                           NONSTANDARDIZED PLAN OR A PLAN THAT IS PAIRED WITH
                           THE OTHER DEFINED CONTRIBUTION PLAN.

                  [ ](4)   2000 Enhanced Matching Contributions. For the 2000
                           Plan Year, the Employer made Matching Contributions
                           to the Account of each Eligible Participant in an
                           amount equal to:

                           ______% of the first ______% of the Eligible
                           Participant's Compensation contributed as Pre-Tax
                           Contributions, ______% of the next ______% of the
                           Eligible Participant's Compensation contributed as
                           Pre-Tax Contributions, and ______% of the next
                           ______% of the Eligible Participant's Compensation
                           contributed as Pre-Tax Contributions.

                  [ ](5)   2000 Safe Harbor Nonelective Contributions. For the
                           2000 Plan Year, the Employer made a Safe Harbor
                           Nonelective Contribution to the Account of each
                           Eligible Participant in an amount equal to _____% (at
                           least 3%) of the Eligible Participant's Compensation
                           for the Plan Year.

                  [ ](6)   For the 2000 Plan Year, the ADP Test Safe Harbor
                           Contributions were made to the following Defined
                           Contribution Plan of the Employer:

                           ____________________________________________________.

                  NOTE:    THIS OPTION MAY BE SELECTED ONLY IF THIS PLAN IS A
                           NONSTANDARDIZED PLAN OR A PLAN THAT IS PAIRED WITH
                           THE OTHER DEFINED CONTRIBUTION PLAN.

                  [ ](7)   2001 Enhanced Matching Contributions. For the 2001
                           Plan Year, the Employer made Matching Contributions
                           to the Account of each Eligible Participant in an
                           amount equal to:

                           ______% of the first ______% of the Eligible
                           Participant's Compensation contributed as Pre-Tax
                           Contributions, ______% of the next ______% of the
                           Eligible Participant's Compensation contributed as
                           Pre-Tax Contributions,

                                       37

<PAGE>

                           and ______% of the next ______% of the Eligible
                           Participant's Compensation contributed as Pre-Tax
                           Contributions.

                  [ ](8)   2001 Safe Harbor Nonelective Contributions. For the
                           2001 Plan Year, the Employer made a Safe Harbor
                           Nonelective Contribution to the Account of each
                           Eligible Participant in an amount equal to _____% (at
                           least 3%) of the Eligible Participant's Compensation
                           for the Plan Year.

                  [ ](9)   For the 2001 Plan Year, the ADP Test Safe Harbor
                           Contributions were made to the following Defined
                           Contribution Plan of the Employer:

                           ____________________________________________________.

                  NOTE:    THIS OPTION MAY BE SELECTED ONLY IF THIS PLAN IS A
                           NONSTANDARDIZED PLAN OR A PLAN THAT IS PAIRED WITH
                           THE OTHER DEFINED CONTRIBUTION PLAN.

                  [ ](10)  2002 Enhanced Matching Contributions. For the 2002
                           Plan Year, the Employer made Matching Contributions
                           to the Account of each Eligible Participant in an
                           amount equal to:

                           ______% of the first ______% of the Eligible
                           Participant's Compensation contributed as Pre-Tax
                           Contributions, ______% of the next ______% of the
                           Eligible Participant's Compensation contributed as
                           Pre-Tax Contributions, and ______% of the next
                           ______% of the Eligible Participant's Compensation
                           contributed as Pre-Tax Contributions.

                  [ ](11)  2002 Safe Harbor Nonelective Contributions. For the
                           2002 Plan Year, the Employer made a Safe Harbor
                           Nonelective Contribution to the Account of each
                           Eligible Participant in an amount equal to ____% (at
                           least 3%) of the Eligible Participant's Compensation
                           for the Plan Year.

                  [ ](12)  For the 2002 Plan Year, the ADP Test Safe Harbor
                           Contributions were made to the following Defined
                           Contribution Plan of the Employer:

                           ____________________________________________________.

                  NOTE:    THIS OPTION MAY BE SELECTED ONLY IF THIS PLAN IS A
                           NONSTANDARDIZED PLAN OR A PLAN THAT IS PAIRED WITH
                           THE OTHER DEFINED CONTRIBUTION PLAN.

         C.       COORDINATION WITH SAFE HARBOR CODA. As provided under Section
                  3.16.1(B), and as consistent with IRS Notice 98-52 (or
                  subsequent guidance), indicate below which of the following
                  shall be disregarded for purposes of satisfying the ACP Test
                  (select all that apply, inserting applicable years):

                  [ ](1)   all Matching Contributions for all Eligible
                           Participants (if the requirements of the ACP Test
                           Safe Harbor are satisfied) for Plan Year(s)
                           ________________; or

                  [ ](2)   Matching Contributions that do not exceed 4% of each
                           Eligible Participant's Compensation, if permitted
                           under IRS Notice 98-52 (or subsequent guidance) for
                           Plan Year(s)_____________________.

                                       38

<PAGE>

V.       CASH-OUT OF SMALL AMOUNTS

         The increase in the cash-out limit described in Sections 5.6.1, 5.6.4,
         6.1.1, and 7.2.5 from $3,500 to $5,000 became effective (select one):

         [X] A.   the first day of the first Plan Year beginning after August 5,
                  1997.

         [ ] B.   ___________ (insert date after the first day of the first Plan
                  Year beginning after August 5, 1997).

VI.      CONTRIBUTIONS FOR DISABLED HIGHLY COMPENSATED EMPLOYEES

         Section 3.1.4 applies with respect to Highly Compensated Participants
         effective (select one):

         [X] A.   for Plan Years commencing after December 31, 1996.

         [ ] B.   for Plan Years commencing after ___________ (insert date after
                  December 31, 1996).

VII.     ELIGIBLE ROLLOVER DISTRIBUTION

         For purposes of Section 6.4, an Eligible Rollover Distribution does not
         include any hardship distribution described in Section 401(k)(2)(B)(i)
         (IV) received after (select one):

         [X] A.   December 31, 1998.

         [ ] B.   _________, 1999 (insert a date after December 31, 1998, but
                  before January 1, 2000, as permitted under IRS Notice 99-5).

                                       39

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                    APPENDIX B: PREVAILING WAGE CONTRIBUTIONS

Appendix to the

________________________________________________________________________________
Plan pursuant to Article 3.15 of the Plan;

Prevailing Wage Contributions Appendix to the

________________________________________________________________________________
Plan.

Pursuant to Article 3.15 of the Base Plan Document #03, effective, _____________
(INSERT EFFECTIVE DATE) the Employer will make Prevailing Wage Contributions on
behalf of: _____________________________________________________________________
(INSERT ELIGIBLE GROUP). The amount of the Prevailing Wage Contribution shall be
in the amount of $_________________ (INSERT DOLLAR AMOUNT) per hour that such
Employee is credited with an Hour of Service on such project.

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                  APPENDIX C: COLLECTIVELY BARGAINED EMPLOYEES

Appendix to the

________________________________________________________________________________
Plan pursuant to Article 3.1.9 of the Plan;

Collectively Bargained Employees Appendix to the

________________________________________________________________________________
Plan

Pursuant to Article 3.1.9 of the Base Plan Document #03, notwithstanding any
provision of the Plan to the contrary, for contributions made under the Plan on
behalf of Employees covered by a collective bargaining agreement where Plan
benefits were the subject of good faith bargaining, the provisions of the Plan
as otherwise reflected in the Plan and the Adoption Agreement shall apply to all
such Employees, unless otherwise specified below effective.

                                       41

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                       APPENDIX D: PARTICIPATING EMPLOYERS

                         Participating Employers of the

___________________________________________________________________________ Plan

List participating Employers here.

                                       42

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                 APPENDIX D: PARTICIPATING EMPLOYERS (CONTINUED)

                         Participating Employers of the

___________________________________________________________________________ Plan

List participating Employers here.

                                       43

<PAGE>

                          APPENDIX E: EGTRRA AMENDMENT

This amendment of the Plan is adopted to reflect certain provisions of the
Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA"). This
amendment is intended as good faith compliance with the requirements of EGTRRA
and is to be construed in accordance with EGTRRA and guidance issued thereunder.
This amendment shall supersede the provisions of the Plan to the extent those
provisions are inconsistent with the provisions of this amendment.

I.       GENERAL EFFECTIVE DATE

         The general effective date of this Appendix E shall be (select one):

                  [X]      (A) as of the first day of the first Plan Year (or
                           Limitation Year) beginning after December 31, 2001,
                           except as otherwise provided in the following
                           sections of this Appendix E.

                  [ ]      (B) as of the later of the first day of the first
                           Plan Year (or Limitation Year) beginning after
                           December 31, 2001, except as otherwise provided in
                           the following sections of this Appendix E or the date
                           the Primary Employer has adopted this Prototype Plan.

II.      INCREASE IN COMPENSATION LIMIT

         FOR ANY PLAN YEAR BEGINNING AFTER DECEMBER 31, 2001, FOR PURPOSES OF
         SECTION 1.21, THE ANNUAL COMPENSATION OF EACH PARTICIPANT TAKEN INTO
         ACCOUNT IN DETERMINING ALLOCATIONS SHALL NOT EXCEED $200,000, AS
         ADJUSTED FOR COST-OF-LIVING INCREASES IN ACCORDANCE WITH CODE SECTION
         401(a)(17)(B). ANNUAL COMPENSATION MEANS COMPENSATION DURING THE PLAN
         YEAR OR SUCH OTHER CONSECUTIVE 12-MONTH PERIOD OVER WHICH COMPENSATION
         IS OTHERWISE DETERMINED UNDER THE PLAN (THE DETERMINATION PERIOD). THE
         COST-OF-LIVING ADJUSTMENT IN EFFECT FOR A CALENDAR YEAR APPLIES TO
         ANNUAL COMPENSATION FOR THE DETERMINATION PERIOD THAT BEGINS WITH OR
         WITHIN SUCH CALENDAR YEAR.

III.     ROLLOVERS FROM OTHER PLANS AND IRAs

         For purposes of Section 3.3, effective for eligible rollover
         distributions made on or after 01/01/2002 (enter a date no earlier than
         January 1, 2002), if provided by the Primary Employer as elected below,
         in addition to distributions from a qualified plan described in Code
         Section 401(a) or 403(a) that are otherwise includible in gross income
         or a Conduit IRA containing these assets, the Plan will accept
         Participant Rollover Contributions (including direct Rollover
         Contributions in accordance with Code Section 401(a)(31)), subject to
         the Plan Administrator's determination that such amounts meet the
         requirements for Rollover Contributions, of the following amounts from
         the following types of plans and IRAs (Check applicable boxes):

                                       44

<PAGE>

                  [X]      (A) Employee after-tax contributions from a qualified
                           plan described in Code Section 401(a) or 403(a),
                           provided that such amounts are transferred in a
                           direct trustee-to-trustee transfer described in Code
                           Section 402(c)(2)(A).

                  [ ]      (B) Distributions from an annuity contract described
                           in Code Section 403(b) that are otherwise includible
                           in gross income.

                  [X]      (C) Distributions from an eligible plan under Code
                           Section 457(b) which is maintained by a state,
                           political subdivision of a state, or any agency or
                           instrumentality of a state or political subdivision
                           of a state, that are otherwise includible in gross
                           income.

                  [X]      (D) Distributions from an individual retirement
                           account or annuity described in Code Section 408(a)
                           or (b) that are otherwise includible in gross income
                           (including distributions from individual retirement
                           accounts described in Code Section 408(k) ("SEP")).

                  [ ]      (E) Distributions from a simple retirement account
                           described in Code Section 408(p) that are eligible to
                           be rolled over and are made after the 2-year period
                           beginning on the date such individual first
                           participated in such simple retirement account that
                           are otherwise includible in gross income.

IV.      CATCH-UP CONTRIBUTIONS

         If elected by the Primary Employer below, all Employees who are
         eligible to make Pre-Tax Contributions under this Plan and who have
         attained age 50 before the end of the calendar year shall be eligible
         to make catch-up contributions in accordance with, and subject to the
         limitations of, Code Section 414(v) and any guidance issued thereunder
         by the Internal Revenue Service. Such catch-up contributions shall not
         be taken into account for purposes of the provisions of the Plan
         implementing the required limitations of Code Sections 402(g) and 415.
         The Plan shall not be treated as failing to satisfy the provisions of
         the Plan implementing the requirements of Code Section 401(k)(3),
         401(k)(11), 401(k)(12), 410(b), or 416, as applicable, by reason of the
         making of such catch-up contributions.

         Catch-up contributions: (select one)

         [X]      (A) shall apply to contributions on or after 01/01/2002.
                  (Enter January 1, 2002 or, if later, enter date.)

         [ ]      (B) shall not apply.

V.       REPEAL OF MULTIPLE USE TEST

         FOR PLAN YEARS BEGINNING AFTER DECEMBER 31, 2001, THE MULTIPLE USE TEST
         DESCRIBED IN TREASURY REGULATION SECTION 1.401(m)-2 AND SECTION 3.6(C)
         SHALL NOT APPLY.

                                       45

<PAGE>

VI.      LIMITATIONS ON CONTRIBUTIONS

         Effective for Limitation Years beginning after December 31, 2001, for
         purposes of Section 3.9, the maximum Annual Addition that may be
         contributed or allocated to a Participant's Account under the Plan for
         any Limitation Year shall not exceed the lesser of:

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

                  (B)      100 percent of the Participant's Limitation
                  Compensation for the Limitation Year. The compensation limit
                  referred to in the previous sentence shall not apply to any
                  contribution for medical benefits after separation from
                  service (within the meaning of Code Section 401(h) or
                  419A(f)(2)) which is otherwise treated as an Annual Addition.

VII.     VESTING OF MATCHING CONTRIBUTIONS

         A.       Applicability. An amendment to change the vesting schedule for
                  Matching Contributions under EGTRRA: (select one)

                  [X] (1)  is not required.

                  [ ] (2)  is required, effective for Plan Years beginning after
                           December 31, 2001, with respect to Matching
                           Contributions as indicated in Section VII.D. below.

         B.       Effective Date for Vesting of Matching Contributions. If a
                  vesting schedule is selected in VII.A.(2) above, the new
                  vesting schedule:

                  (1) for Active Participants (select one):

                           [ ] (a)  shall apply to Matching Contributions
                               allocated for Plan Years beginning after December
                               31, 2001.

                           [ ] (b)  shall apply to all Matching Contributions,
                               including Matching Contributions accrued prior to
                               the Plan Year beginning after December 31, 2001.

                           [X] (c)  shall not be applicable because VII.A.(1) is
                               selected above.

                                       46

<PAGE>

                  (2) for Inactive Participants (select one):

                           [ ] (a)  shall not apply to Matching Contributions
                               allocated or accrued in Plan Years beginning
                               before or after December 31, 2001.

                           [ ] (b)  shall apply to all Matching Contributions,
                               including Matching Contributions allocated or
                               accrued in Plan Years beginning before the Plan
                               Year beginning after December 31, 2001.

                           [X] (c)  shall not be applicable because VII.A.(1) is
                               selected above.

         C.       Affect of Change in Vesting Schedule. If the vesting schedule
                  for Matching Contributions is amended by completing Section
                  VII.D. below, the provisions of Section 11.1.4 of the Plan
                  shall apply.

         D.       Vesting Schedule for Matching Contributions.

                  A Participant shall have a vested percentage in his or her
                  Matching Contributions, if applicable, in accordance with the
                  following schedule (select one):

                  [ ] (1)  100% vesting immediately upon participation.

                  [ ] (2)  100% after _______ (not more than 3) years of Vesting
                           Service.

                  [ ] (3)  Graded vesting schedule:

                           _____%   Immediately upon participation;

                           _____%   After 1 year of Vesting Service;

                           _____%   (not less than 20%) after 2 years of Vesting
                                    Service;

                           _____%   (not less than 40%) after 3 years of Vesting
                                    Service;

                           _____%   (not less than 60%) after 4 years of Vesting
                                    Service;

                           _____%   (not less than 80%) after 5 years of Vesting
                                    Service;

                           100% after 6 years of Vesting Service.

                  [X] (4)  shall not be applicable because VII.A.(1) is selected
                           above.

                                       47

<PAGE>

VIII.    MODIFICATION OF TOP-HEAVY LIMIT

         A.       Effective date. For Plan Years beginning after December 31,
                  2001, this section shall apply for purposes of determining
                  whether the Plan is a Top-Heavy Plan under Code Section 416(g)
                  and Section 4.4 and whether the Plan satisfies the minimum
                  benefits requirements of Code Section 416(c) for such years.

         B.       Determination of top-heavy status

                  (1)      Key Employee. For purposes of Section 1.56, Key
                  Employee means any Employee or former Employee (including any
                  deceased Employee) who at any time during the Plan Year that
                  includes the Determination Date was an officer of the Primary
                  Employer or Affiliate having annual Compensation greater than
                  $130,000 (as adjusted under Code Section 416(i)(1) for Plan
                  Years beginning after December 31, 2002), a 5-percent owner of
                  the Primary Employer or Affiliate, or a 1-percent owner of the
                  Primary Employer or Affiliate having annual Compensation of
                  more than $150,000. For this purpose, annual Compensation
                  means Limitation Compensation within the meaning of Plan
                  Section 3.3.9.1(H) (which is compensation within the meaning
                  of Code Section 415(c)(3)). The determination of who is a Key
                  Employee will be made in accordance with Code Section
                  416(i)(1) and the applicable regulations and other guidance of
                  general applicability issued thereunder.

                  (2)      Determination of present values and amounts. This
                  Section VIII.B.2 shall apply for purposes of determining the
                  present values of accrued benefits and the amounts of Account
                  Balances of Employees as of the Determination Date and shall
                  modify the applicable provisions of Section 4.4.1 of the Plan.

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

                           (b) Employees not performing services during year
                           ending on the Determination Date. The accrued
                           benefits and accounts of any individual who has not
                           performed services for the Primary Employer or
                           Affiliate during the 1-year period ending on the
                           Determination Date shall not be taken into account.

                                       48

<PAGE>

         C.       Minimum allocations

                  Matching Contributions. Matching Contributions shall be taken
                  into account for purposes of satisfying the minimum
                  contribution requirements of Code Section 416(c)(2) and
                  Section 4.4.3 of the Plan. The preceding sentence shall apply
                  with respect to Matching Contributions under the Plan or, if
                  the Plan provides that the minimum contribution requirement
                  shall be met in another plan, such other plan. Matching
                  Contributions that are used to satisfy the minimum
                  contribution requirements shall be treated as matching
                  contributions for purposes of the actual contribution
                  percentage test and other requirements of Code Section 401(m).

         D.       Top-Heavy Safe Harbor Plans

                  For any year beginning after December 31, 2001, the top-heavy
                  requirements of Code Section 416 and Section 4.4 shall not
                  apply in any year in which the Plan consists solely of a cash
                  or deferred arrangement which meets the requirements of Code
                  Section 401(k)(12) and Matching Contributions with respect to
                  which the requirements of Code Section 401(m)(11) are met.
                  (Such a plan is referred to as a "safe harbor" 401(k) plan
                  which is deemed to satisfy the special nondiscrimination tests
                  for 401(k) plans if the plan satisfies certain minimum
                  contribution requirements and a notice requirement.)

IX.      ROLLOVERS DISREGARDED IN INVOLUNTARY CASH-OUTS

         A.       Rollovers disregarded in determining value of Account Balance
                  for involuntary distributions. The Primary Employer shall
                  exclude Rollover Contributions in determining the value of the
                  Participant's nonforfeitable Account Balance for purposes of
                  the Plan's involuntary cash-out rules. For purposes of Section
                  5.6.1, the value of a Participant's nonforfeitable Account
                  Balance shall be determined without regard to that portion of
                  the Account Balance that is attributable to Rollover
                  Contributions (and earnings allocable thereto) within the
                  meaning of Code Sections 402(c), 403(a)(4), 403(b)(8),
                  408(d)(3)(A)(ii), and 457(e)(16). If the value of the
                  Participant's nonforfeitable Account Balance as so determined
                  is $5,000 or less, the Plan shall immediately distribute the
                  Participant's entire nonforfeitable Account Balance.

         B.       THIS SECTION IX SHALL APPLY EFFECTIVE JANUARY 1, 2002, UNLESS
                  A LATER EFFECTIVE DATE IS INDICATED IN C. BELOW.

         C.       IF THIS PLAN IS RESTATED ON TO THE MERRILL LYNCH PROTOTYPE ON
                  OR AFTER JANUARY 1, 2002 OR IS ORIGINALLY ADOPTED ON OR AFTER
                  JANUARY 1, 2002, ENTER THE DATE AS OF WHICH ROLLOVER
                  CONTRIBUTIONS ARE DISREGARDED IN DETERMINING THE VALUE OF A
                  PARTICIPANT'S ACCOUNT BALANCE WITH RESPECT TO INVOLUNTARY
                  DISTRIBUTIONS: 01/01/2002 (NO EARLIER THAN JANUARY 1, 2002 AND
                  NO LATER THAN THE DATE THE PLAN RESTATED ONTO THE MERRILL
                  LYNCH PROTOTYPE).

                                       49

<PAGE>

X.       PLAN LOANS FOR OWNER-EMPLOYEES AND SHAREHOLDER EMPLOYEES

         For loans made after December 31, 2001, for purposes of Section 5.8.4,
         Plan provisions prohibiting loans to any Owner-Employee or
         shareholder-employee shall cease to apply.

XI.      SUSPENSION PERIOD FOLLOWING HARDSHIP DISTRIBUTIONS

         A.       For purposes of Section 5.9.3(C), a Participant who receives a
                  distribution of Pre-Tax Contributions after December 31,
                  2001, on account of hardship shall be prohibited from making
                  Pre-Tax Contributions and Employee After-Tax Contributions
                  under this and all other plans of the Primary Employer and
                  Affiliates for 6 months after receipt of the distribution.

         B.       EFFECTIVE JANUARY 1, 2002, OR ________________, IF LATER, A
                  PARTICIPANT WHO RECEIVED A DISTRIBUTION OF PRE-TAX
                  CONTRIBUTIONS FROM THIS PLAN IN CALENDAR YEAR 2001 ON ACCOUNT
                  OF HARDSHIP SHALL BE PROHIBITED FROM MAKING PRE-TAX
                  CONTRIBUTIONS AND EMPLOYEE AFTER-TAX CONTRIBUTIONS UNDER THIS
                  PLAN AND ALL OTHER PLANS OF THE PRIMARY EMPLOYER AND
                  AFFILIATES (select one):

                  [X] (1)  for 12 months (no fewer than 6 nor more than 12, with
                      6 as the default) after receipt of the distribution or
                      until January 1, 2002, if later.

                  [ ] (2)  for the period specified in the provisions of the
                      Plan relating to suspension of Pre-Tax Contributions that
                      were in effect prior to this amendment.

                  [ ] (3)  N/A.

         C.       IF THIS PLAN IS RESTATED ON TO THE MERRILL LYNCH PROTOTYPE
                  AFTER JANUARY 1, 2002, A PARTICIPANT WHO RECEIVED A
                  DISTRIBUTION OF PRE-TAX CONTRIBUTIONS ON ACCOUNT OF HARDSHIP
                  ON OR AFTER ________________ (enter a date no earlier than
                  January 1, 2002, but prior to the effective date of adoption
                  or restatement of the Merrill Lynch Prototype) SHALL CONTINUE
                  TO BE PROHIBITED FROM MAKING PRE-TAX CONTRIBUTIONS AND
                  EMPLOYEE AFTER-TAX CONTRIBUTIONS UNDER THIS AND ALL OTHER
                  PLANS OF THE PRIMARY EMPLOYER AND AFFILIATES (select one):

                  [ ] (1)  for ____ months (no fewer than 6 nor more than 12)
                      after the receipt of the distribution or ________________,
                      if later. (Enter the date the suspension period was
                      changed. It should be a date no earlier than January 1,
                      2002, but no later than the effective date of adoption or
                      restatement of the Merrill Lynch Prototype.)

                  [ ] (2)  for the period otherwise specified in the provisions
                      of the plan relating to suspension of pre-tax
                      contributions that were in effect prior to this adoption
                      or restatement of this Plan.

                  [X] (3)  N/A.

         D.       For calendar years beginning after December 31, 2001, the
                  post-hardship contribution limit contained in Section 5.9.3(D)
                  is eliminated for participants who receive a hardship
                  distribution after December 31, 2000.

                                       50

<PAGE>

XII.     DIRECT ROLLOVERS OF PLAN DISTRIBUTIONS

         Effective for distributions made after the later of the adoption of the
         Merrill Lynch prototype or December 31, 2001:

         A.       Modification of the definition of Eligible Retirement Plan.
                  For purposes of the direct rollover provisions in Section 6.4,
                  the definition of an Eligible Retirement Plan as provided in
                  Section 1.33 shall also mean the following, an annuity
                  contract described in Code Section 403(b) and an eligible plan
                  under Code Section 457(b) which is maintained by a state,
                  political subdivision of a state, or any agency or
                  instrumentality of a state or political subdivision of a state
                  and which agrees to separately account for amounts transferred
                  into such plan from this Plan. The definition of Eligible
                  Retirement Plan shall also apply in the case of a distribution
                  to a Surviving Spouse, or to a Spouse or former Spouse who is
                  the alternate payee under a qualified domestic relation order,
                  as defined in Code Section 414(p).

         B.       Modification of the definition of Eligible Rollover
                  Distribution to exclude hardship distributions. For purposes
                  of the direct rollover provisions in Section 6.4, any amount
                  that is distributed on account of hardship shall not be
                  included in the definition of an Eligible Rollover
                  Distribution under Section 1.34 and the distributee may not
                  elect to have any portion of such a distribution paid directly
                  to an Eligible Retirement Plan.

         C.       Modification of the definition of Eligible Rollover
                  Distribution to include Employee After-Tax Contributions. For
                  purposes of the direct rollover provisions in Section 6.4 and
                  the definition of an Eligible Rollover Distribution under
                  Section 1.34, a portion of a distribution shall not fail to be
                  an Eligible Rollover Distribution merely because the portion
                  consists of Employee After-Tax Contributions which are not
                  includible in gross income. However, such portion may be
                  transferred only to an individual retirement account or
                  annuity described in Code Section 408(a) or (b), or to a
                  qualified defined contribution plan described in Code Section
                  401(a) or 403(a) that agrees to separately account for amounts
                  so transferred, including separately accounting for the
                  portion of such distribution which is includible in gross
                  income and the portion of such distribution which is not so
                  includible.

Signed this _____________ day of ________________________________, 20__________

By: ____________________________________________________________________________
             Signature and Title                       Print Name and Title

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                                   APPENDIX F

                   MONEY PURCHASE PENSION PLAN MERGER APPENDIX

The provisions of this Appendix F shall apply to the portion of a Participant's
Account that is attributable to the amount transferred from a money purchase
pension plan (the "Transferor Plan") as a result of an amendment of the
Transferor Plan and merger of the Transferor Plan with this Plan. Furthermore,
as a result of such merger, no further money purchase pension plan contributions
shall be made. (Nonelective employer contributions shall be made only if and to
the extent otherwise provided in the Adoption Agreement.) All amounts
attributable to the Transferor Plan (including earnings and losses thereon)
shall be separately accounted for under this Plan and subject to the further
provisions of this Appendix F.

I.       VESTING

         A.       A Participant shall have a vested percentage in his or her
                  Account attributable to amounts transferred from the
                  Transferor Plan, if applicable, in accordance with the
                  following (select one):

         [ ] (1)  100% vesting immediately upon the effective date of the merger
                  of the Transferor Plan with this Plan.

         [ ] (2)  the Transferor Plan's vesting schedule, which, immediately
                  prior to the effective date of the merger, was as follows:

                  [ ]               (a) 100% after _____ (not more than 5) years
                                        of Vesting Service.

                  [ ]               (b) graded vesting schedule:

                  _____%                immediately upon participation;
                  _____%                after 1 year of Vesting Service;
                  _____%                after 2 years of Vesting Service;
                  _____%                after 3 years of Vesting Service;
                  _____%                after 4 years of Vesting Service;
                  _____%                after 5 years of Vesting Service;
                  _____%                after 6 years of Vesting Service;
                    100% after 7 years of Vesting Service.

         [ ] (3)  the Plan's Profit Sharing Contribution vesting
                  schedule, as specified in Article IX of the Adoption
                  Agreement.

         [ ] (4)  the Plan's Matching Contribution vesting schedule, as
                  specified in Article IX of the Adoption Agreement.

                  NOTE: IF THE VESTING SCHEDULE APPLICABLE TO THE AMOUNTS
                  ATTRIBUTABLE TO THE TRANSFEROR PLAN IS AMENDED DUE TO
                  COMPLETION OF THIS SECTION I., THE PROVISIONS OF SECTION
                  11.1.4 OF THE PLAN SHALL APPLY.

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         B.       Early Retirement.

                  (1)      Under the Transferor Plan, upon reaching early
                           retirement age, a Participant was (select one):

                           [ ] (a)  100% vested.

                           [ ] (b)  was not 100% vested.

                  (2)      If B.(1)(a) above is elected, under the Transferor
                           Plan, early retirement age meant (select one):

                           [ ] (a)  attained age __________.

                           [ ] (b)  attained age ________ and completed ________
                                    Years of Service.

                           [ ] (c)  attained age ________ and completed ________
                                    Years of Service as a Participant.

                  (3)      If I.B.(1)(a) above is elected and the Plan does not
                           otherwise provide for 100% vesting upon attainment of
                           early retirement age or the age and service
                           requirements under the Plan for early retirement are
                           less favorable to Participants than under the
                           Transferor Plan, a Participant with at least three
                           years of vesting service under the Transferor Plan on
                           the effective date of the merger shall become 100%
                           vested in the amount of the Participant's Account
                           attributable to the Transferor Plan upon attainment
                           of the early retirement age and service requirements
                           specified in I.B.(2) above.

         C.       Normal Retirement Age

         (1)      Normal Retirement Age under the Transferor Plan was (select
                  one):

                           [ ] (a)  attainment of age ______ (not more than 65).

                           [ ] (b)  attainment of age______(not more than 65) or
                                    the______anniversary (not more than the 5th)
                                    of the first day of the plan year in which
                                    the individual became a participant in the
                                    Transferor Plan, whichever is later.

         (2)      If the Plan's Normal Retirement Age is less favorable to
                  Participants than the normal retirement age under the
                  Transferor Plan, the Transferor Plan's definition of normal
                  retirement age shall apply to the portion of the Participant's
                  Account attributable to the Transferor Plan if the Participant
                  has completed at least three years of vesting service under
                  the Transferor Plan on the effective date of the merger of the
                  Transferor Plan with this Plan.

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II.      FORFEITURES

Any forfeitures attributable to the Transferor Plan after the effective date of
the merger ("Transferor Plan forfeitures") shall be first used to reduce
Employer Profit Sharing Contributions, if the Plan provides for Profit Sharing
Contributions. If the Plan does not provide for Employer Profit Sharing
Contributions, any Transferor Plan forfeitures shall be first used to reduce the
Employer Matching Contributions. Any remaining Transferor Plan forfeitures shall
then be used to reduce the Employer's Plan administrative costs. Lastly, any
remaining Transferor Plan forfeitures shall be allocated to Participants.

III.     ELECTION OF OPTIONAL FORMS/APPLICATION OF JOINT AND SURVIVOR ANNUITY
         OPTIONS

The amount of a Participant's Account attributable to the Transferor Plan shall
be subject to the provisions of Plan Section 6.1.1 and this Plan shall be
treated as a transferee plan (and not as a Non-QJSA Profit Sharing Plan) solely
with respect to that portion of the Participant's Account for purposes of Code
Sections 401(a)(11) and 417 and the regulations thereunder.

IV.      DISTRIBUTION OPTIONS

         A.       A Participant may not withdraw any portion of his Account
                  attributable to amounts transferred from the Transferor Plan
                  prior to normal retirement age, as defined in Section I.D.
                  above.

         B.       To the extent any optional form of benefit was available under
                  the Transferor Plan and is protected by Code Section
                  411(d)(6), and the regulations issued thereunder, such
                  optional form of benefit shall be available with respect to
                  the portion of the Participant's Account attributable to the
                  amount from the Transferor Plan as provided in the Addendum to
                  this Adoption Agreement.

V.   LOANS

         A.       The portion of a Participant's Account attributable to the
                  amount from the Transferor Plan

                  [ ] (1)  shall be available for Plan loans in accordance with
                           Section 5.8.

                  [ ] (2)  shall not be available for Plan loans.

NOTE: TO THE EXTENT THE PORTION OF A PARTICIPANT'S ACCOUNT FROM THE TRANSFEROR
PLAN IS AVAILABLE FOR A LOAN UNDER PLAN SECTION 5.8, SUCH AMOUNT SHALL BE
SUBJECT TO THE SPOUSAL CONSENT REQUIREMENTS OF PLAN SECTION 5.8.2(C).

                                       54

<PAGE>

              SAMPLE EMPLOYER'S RESOLUTION OF PLAN RESTATEMENT FOR
                                     "GUST"

WHEREAS, the Employer did establish a plan for its employees known as the
_________________________________ (the "Plan") effective _____________ and,

NOW THEREFORE, BE IT RESOLVED, that the Plan be and it is hereby amended and
restated in its entirety, effective ________________, in order to comply with
current plan qualification requirements under amendments to the Internal Revenue
Code of 1986, which are commonly referred to as "GUST" amendments," and under
any rulings or regulations adopted by the Department of Labor and/or the
Department of the Treasury.

FURTHER RESOLVED, that ________________________ and _____________________ be and
they hereby are authorized, directed and designated as trustee under said
agreement to administer the trust and the funds entrusted to it under said
agreement for such plan; and

FURTHER RESOLVED, that the proper officers of the Employer are hereby authorized
and directed in the name of and on behalf of the Corporation, to execute and
deliver such amendment, and to execute any documents which may be otherwise
deemed necessary and proper in order to implement the foregoing resolutions.

Date: ______________________________     _______________________________________
                                                        Signature

                                         _______________________________________
                                                          Title

                                       55

<PAGE>

                             PARTICIPATING EMPLOYERS

The undersigned hereby adopts the Plan and Trust.

         Name of Employer

                                             Authorized
   _________________________________         Signature: ________________________
                                             Print
                                             Name:      ________________________
                                             Title:     ________________________
                                             Date:      ________________________
                                             Authorized
   _________________________________         Signature: ________________________
                                             Print
                                             Name:      ________________________
                                             Title:     ________________________
                                             Date:      ________________________
                                             Authorized
   _________________________________         Signature: ________________________
                                             Print
                                             Name:      ________________________
                                             Title:     ________________________
                                             Date:      ________________________
                                             Authorized
   _________________________________         Signature: ________________________
                                             Print
                                             Name:      ________________________
                                             Title:     ________________________
                                             Date:      ________________________
                                             Authorized
   _________________________________         Signature: ________________________
                                             Print
                                             Name:      ________________________
                                             Title:     ________________________
                                             Date:      ________________________
                                             Authorized
   _________________________________         Signature: ________________________
                                             Print
                                             Name:      ________________________
                                             Title:     ________________________
                                             Date:      ________________________
                                             Authorized
   _________________________________         Signature: ________________________
                                             Print
                                             Name:      ________________________
                                             Title:     ________________________
                                             Date:      ________________________
                                             Authorized
   _________________________________         Signature: ________________________
                                             Print
                                             Name:      ________________________
                                             Title:     ________________________
                                             Date:      ________________________