<TABLE>
<S>                                          <C>
This section should be completed             THE EMPLOYER, Prime Bancorp., Inc., filing as |_|
with the type of business the                Sole Proprietor |_| Partnership |X| Regular Corporation |_| Subchapter S
Employer maintains, and whether              Corporation, engaged in the business of _________________________ hereby:
the Employer is adopting this as a
new plan, amending a predecessor             |_| adopts
plan, or amending an existing                |X| adopts as an amendment to a predecessor plan, Delaware Charter
standardized Delaware Charter                    Guarantee & Trust Company's 401(k) Retirement/Savings Plan and
Guarantee & Trust Company plan.                  hereby executes the Trust Agreement,
                                             |_| adopts as an amendment to an existing Delaware Charter Guarantee &
                                                 Trust Prototype Plan, Delaware Charter Guarantee & Trust Company's
                                                 401(k) Retirement/Savings Plan and hereby executes the Trust
                                                 Agreement.
Each plan an Employer maintains
should be assigned a number                  The Plan Number the Employer assigns to this Plan is: ____002_____.
beginning with #001.  Plans which
are amendments to existing
arrangements should use the same
plan number they currently have.             A.  Employer's Federal Tax ID #: ___23-2528428____ .

                                             B.  The Plan's Original Effective Date is   07 /  01  /  84.
                                                                                       ----- ------ -----
                                                                                       Month  Day   Year

Original effective date is the date          The Plan's Amendment Effective Date is    01 /  01  /  98.
the plan was initially adopted.                                                     ----- ------ ------
                                                                                    Month   Day   Year
The amendment effective date is the
date Delaware Charter will be the
recordkeeper.

                                             Each employee who has met the eligibility requirements as set forth in
Employees may become participants            Section E of the Adoption Agreement as of the Plan's
of the entry date following                  Effective Date will be eligible to  enter the Plan as
completion of the age/service                of such Date. All other employees will be eligible to enter
requirements.                                the Plan after meeting the eligibility requirements set forth in
                                             Section E of the Adoption Agreement as of the following Entry
                                             Date:(select one)

                                             |X| Monthly (the first day of the month)

                                             |_| Semi-annually (the first day of the first and seventh month during
                                                 the Plan year)

                                             |_| Quarterly (the first day of the first, fourth, seventh, and tenth
                                                 month during the Plan year)

                                             |_| Other (specify)*________________________________

                                             *NOTE: In no event shall any entry Date selected exceed a period of six (6)
                                                    months.

                                             C.  The Plan Year shall be:  The 12-consecutive month period commencing
Insert the month and first day of the            on 01/01 and each anniversary thereof.
plan year.

                                       -1-

<PAGE>




Compensation which will be used              D.  Compensation will mean all of each Participant's:
for determining benefits is defined in
this section. (such as salary                    (1) |X| Wages, tips, and other compensation as reported on Form W-2.
deferrals under a 401(k) or cafeteria            (2) |_| Section 3401(a) wages.
plan, certain qualified/nonqualified             (3) |_| 415 safe-harbor compensation.
stock options and amount receiving
special tax benefits (e.g. the value
of group life insurance coverage)).
                                                 Compensation |X| shall include |_| shall not include Employer
                                                 contributions made pursuant to a salary reduction agreement
You may include/exclude                          which are not includible in the gross income of the employee under
contributions to a cafeteria plan                Sections 125, 402(e)(3)(8), 402(h)(1)(b), or 403(b) of the Code.
(125), salary deferral plan 402(a)(8),
and/or SEP 402(b) from                           Compensation shall be determined over the following applicable period:
compensation.
                                                 |X|   the Plan Year,
For purposes of calculating benefits,            |_|    ________(a consecutive 12 month period ending with or within the Plan Year).
the Employer may elect to exclude                |_|    the period of Plan participation during the Plan Year.
certain items from compensation.  If                    Notwithstanding the foregoing, Compensation excludes:  (check
no items are excluded, the no                           appropriate items)
exclusions box should be checked.                       |_|  Overtime               |X|  Other (specify):  severance pay
                                                        |_|  Bonuses                |_|  No exclusions
                                                        |_|  Commissions
Note: Earned income equals the net
income from self-employment.
                                                 The Compensation exclusions listed above shall apply for purposes of:

                                                 |X|    All contribution types under the Plan.
                                                 |_|    Only those contribution types specified as follows:


                                                 In any year the Plan is Top-Heavy, for purposes of
                                                 computing the minimum allocation, no exclusions, as
                                                 noted above, are allowed (for any Self-Employed individual
                                                 covered under the Plan, Compensation means Earned Income.)



                                                 Compensation shall be
                                                 |X|       recognized as of an Employee's effective date of participation
                                                           pursuant to Article 2.1 or
                                                 |_|       for a participant's initial year of participation,
                                                           compensation shall be recognized for the
                                                           entire taxable year ending with or within the Plan Year.

                                                 For purposes of ADP and ACP testing, the Employees' Compensation
                                                 which shall be taken into account shall be: (select one)

                                                 Option 1:     |X|    The Employee's Compensation only from the time the
                                                                      Employee becomes a Participant in the Plan
                                                 Option 2:     |_|    The Employee's Compensation for the whole of such Plan
                                                                      Year.

                                       -2-

<PAGE>

                                                 For the Plan Year in which an Employee enters the Plan, the
                                                 Employees' Compensation which shall be taken into account for
                                                 purposes of the Plan (other than ADP or ACP testing) shall
                                                 be (select one):

                                                 Option 1:     |X|    The Employee's Compensation only from the time the
                                                                      Employee became a Participant in the Plan.

                                                 Option 2:     |_|    The Employees' Compensation for the whole of such Plan
                                                                      Year.

This section excludes certain                E. Each Employee will be eligible to participate in this plan in accordance
employees from participating in the             with Article II, except the following:
plan.

                                                 |X|    Employees who have not attained the age of 21 (cannot exceed 21).
Age cannot exceed 21.
                                                 |X|    Employees who have not completed one (1) Year(s) of Service (cannot
If a partial year (1/4, 1/2) is selected,               exceed 1 year).  If the Year(s) of Service selected is or includes a
no  minimum hours of service must                       fractional year, an Employee will not be required to complete any
be completed.  Cannot exceed one                        specified number of Hours of Service to receive credit for such
year.                                                   fractional year.
                                                 |X|    Employees included in a unit of Employees covered by a collective
                                                        bargaining agreement between the Employer and Employee
You may choose to exclude union                         representatives, if retirement benefits were the subject of good faith
members.  An organization which is                      bargaining and if two percent or less of the Employees who are
comprised of more than 50 percent                       covered pursuant to that agreement are professionals as defined in
of owners, officers, or executives of                   Section 1.410(b)-9 of the regulations.  For this purpose, the term
the Employer will not constitute a                      "Employee Representatives" does not include any organization more
union.                                                  than half of whose members are Employees who are owners, officers,
                                                        or executives of the Employer.
                                                 |X|    Employees who are nonresident aliens and who receive no Earned
You may exclude employees who                           Income from the Employer which constitutes income from sources
are not residents of the U.S. and do                    within the United States within the meaning of Section 861(a)(3).
not receive any earned income.
                                                 |_|    Employees paid on a salaried basis.
You may exclude employees based                  |_|    Employees paid on an hourly basis.
on the way they are compensated.
                                                 |_|    Employees paid on a commission basis.
You may exclude employees based
on the location, division, or position           |_|    Employees employed at the following location or divisions or in the
in which they are employed.                             following positions:
CAUTION:  The Plan is required to
satisfy "coverage" testing.  If the
number of employees excluded due             Notwithstanding the foregoing, if this box  |X|  is marked then all Employees of
to last four choices under Item E is         the Employer on the Effective Date are eligible as of the Effective Date ar not
significant, plan qualification issues       subject to any eligibility restrictions noted above.
may arise.


                                       -3-

<PAGE>

                                             All Employees with initial credited service after the Effective Date are
                                             subject to the eligibility restrictions noted above.

                                             Break-in service (select one):
You may apply the break in service
rules to participation in the plan.          For purposes of determining eligibility to participate in the Plan
                                                 |X|    shall
                                                 |_|    shall not
                                             apply any Break-in-service rule.

                                             For purposes of determining years of service, Employees shall be given
                                             credit for Hours of Service with the following predecessor employers:


                                                 Name                                                Dates: From / To
                                                 Cheltenham Federal Sav. & Loan                      (All Service)
                                                 Northeast Federal Savings                           (All Service)
                                                 First Sterling Bank                                 (All Service)

                                             F. Participant Normal Retirement Age is: (select one)
May not exceed age 65.
                                                 |X|    Age   65   (not to exceed age 65).

You may condition normal                         |_|    The later of age ____ (not to exceed 65) or the _______ (not to exceed 5th)
retirement age on the completion of                     anniversary of the Participant Commencement Date.  The Participant
a number of years of service, not                       Commencement Date is the first day of the first Plan Year in which
exceeding five.                                         the Participant commenced participation in the Plan.  All Participants
                                                        shall be fully vested in their account balances at their Normal
                                                        Retirement Age.

                                             G.  Early Retirement Age is: (select one)

May be any age past 55.                          |_|    Age ___ (not earlier than age 55).

You may condition early retirement               |X|    The later of age 55 (not earlier than age 55) or the 5th (not more than 6th)
age on the completion of a number                       anniversary of the Participant Commencement Date.
of years of service, not exceeding
six.
                                             H.  Crediting of Service

                                             Service shall be credited based on the following method (select one):

                                                 |X|    Hours of Service. Under this method, a "Year of Service" is
                                                        a 12 consecutive month period during which the employee
                                                        completes at least 1,000 hours. Hours of Service will be
                                                        determined on the basis of the method selected below. Only
                                                        one method may be selected. The method selected will be
                                                        applied to all employees covered under the Plan. -4-

<PAGE>

                                                        |_|   On the basis of actual hours for
                                                              which the Employee is paid or entitled to payment.

                                                        |X|   On the basis of weeks worked. An employee will be credit with
                                                              forty-five (45) hours of service if under Section 1.27 of the
                                                              Plan such Employee would be credited with at least one(1)
                                                              hour of service during the week.

                                                 |_|    Elapsed Time. Under this method, Service is measured from date of
                                                        employment to date of termination and a Period of Service shall include
                                                        any Period of Severance of less than 12 consecutive months.

                                             I.      Calendar Year Election for Determining Highly Compensated Employees

                                                     The Employer may elect to use the calendar year to determine whether an
                                                     Employee is a Highly Compensated Employee in the look-back year (as
                                                     defined in Treasury Regulations under Section 414(q) of the Code)
                                                     calculation. The calendar year used will be the calendar year ending with
                                                     or within the determination year (as defined in the regulations under
                                                     Section 414(q) of the Code). The determination year shall be the months
                                                     (if any) in the current Plan Year which follow the end of the calendar
                                                     look-back year. If the Employer elects to make the calendar year
                                                     calculation election with respect to any Plan, entity, or arrangement,
                                                     such election must apply with respect to all plans, entities, and
                                                     arrangements of the Employer.

                                                 |X|    Employer elects to use the calendar year to determine whether an
                                                        Employee is a Highly Compensated Employee in the look-back year.

The types of contributions that will
be made to the plan are to be                J.      Contribution Formula and Allocation Procedure and Forfeitures:  The
completed in Section J.                              aggregate contribution cannot exceed the lesser of 25% or $30,000 of
                                                     each Participant's compensation:
When choosing contribution formula
amounts, it is critical to keep              (1) Contribution Formulas & Allocation Procedure (select each appropriate box):
statutory limits in mind.

Internal Revenue Code Section 415
counts all annual additions against
the cap of the lesser of 25 percent
of pay or $30,000 for each
participant. Each type of Employer
and Employee contribution counts
against the 415 limits as well as all
forfeitures reallocated to participant           |X|    Employee Elective Deferrals:  Each Participant may defer a maximum
accounts.                                               of 25% of his/her Compensation as defined in Plan Article III, but
                                                        never more than the limit set forth in Section 402(g), as adjusted
Elective deferral may be capped at                      each year by the Adjustment Factor defined in the Plan. This limit for
15 percent of compensation, to                          1997 is $9,500. All elective Deferral Contributions and earnings are
ensure the 415 limits are not                           always nonforfeitable.
violated.

                                       -5-

<PAGE>


                                                 Each Participant may defer up to 15% of his/her compensation.

Matching contributions may be any                |_|    Matching Contributions:  The Employer shall make a Matching
amount per dollar, capped at any                        Contribution for each Participant making Elective Deferrals. Matching
percentage of compensation,                             Contributions shall be vested in accordance with Section M of the
keeping the 415 limits in mind.                         Adoption Agreement.

                                                        Matching Contributions shall be equal to $________ for each $1.00
                                                        the Participant deposits to his/her Elective Deferral
                                                        Account up to a maximum of ______%, and then __________ for each
                                                        additional $1.00 the Participant deposits to
                                                        his/her Elective Deferral account up to a maximum of
                                                        ____ %, and then ________ for each additional $1.00 the
                                                        Participant deposits to his/her Elective Deferral
                                                        Account up to a maximum of ______%.

Qualified matching contributions
(QMAC) are 100 percent vested at                 |X|    Employer Discretionary Matching Contribution:  The Employer may
the time of contribution and may not                    contribute an amount determined by the Board of directors which will
be distributed prior too age 59-1/2                     be allocated to each Participant making elective Deferrals during the
unless another distributable event                      Plan Year. All Employer Discretionary Matching Contributions shall be
(e.g., separation from service)                         vested in accordance with Section M of the Adoption Agreement.
occurs first.

                                                 |_|    Qualified Matching Contributions:  The Employer shall make a
                                                        qualified Matching Contribution for each Participant making Elective
                                                        Deferrals. All Qualified Matching Contribution and earnings are always
                                                        nonforfeitable.

                                                        Qualified Matching Contributions shall be equal to $_________ for
                                                        each $1.00 the Participant deposits to his/her Elective Deferral
                                                        Account up to a maximum of _________%.


                                                 Matching Contributions are made:

                                                    |X|    as Employee Elective Deferrals are made.
                                                    |_|    at the end of each three month quarterly period during the Plan
                                                           Year or;
                                                    |_|    annually after the last day of the Plan Year or;
                                                    |_|    all eligible employees who made Elective Deferrals during the
                                                           period checked above.
                                                    |_|    only for those eligible Employees who made Elective
                                                           Deferrals during the period checked above and who are employed
                                                           on the last day of such period.

                                       -6-

<PAGE>


                                                       |_|    only for those eligible Employees who made Elective Deferrals
                                                              during the period checked above and who are employed on the last
                                                              day of such period and who have 1,000 completed
                                                              hours of service during such period.

                                                       |_|    Matching Contributions for a Participant during any Plan Year shall
                                                              not be more than $___________.

Qualified non-elective contributions             |_|    Qualified Non-Elective Contributions:  The Employer may make a
(QNEC).  These contributions are                        Qualified Non-Elective Contribution in an amount determined by the
made to all participants, whether or                    Board of Directors which will be allocated to each Participant in the
not deferring, based on                                 ratio that such Participant's Compensation bears to the Compensation
compensation; are 100 percent                           of all Participants. All Qualified Non-Elective Contributions and
vested; and may not be distributed                      earnings are always nonforfeitable.
prior to age 59 1/2 unless another
distributable event (e.g., separation
from service) occurs first.

Special qualified non-elective                   |_|    Special Qualified Non-Elective Contributions: The Employer may make
contributions are made to non-highly                    Special Qualified Non-Elective Contributions on behalf of non-highly
compensated employees to pass                           compensated Participants that are sufficient to satisfy the Actual
discrimination tests, are 100 percent                   Deferral Percentage test or the Average Contribution Percentage test,
vested, and may not be distributed                      or both, pursuant to regulations under the Code. All Special Qualified
prior to age 59 1/2 unless another                      Non-Elective Contributions and earnings are always nonforfeitable.
distributable event (e.g., separation
from service) occurs first.

Discretionary profit sharing                     |X|    Employer Discretionary Profit Sharing Contribution:  The Employer
contributions are made to all                           may contribute an amount determined by the Board of Directors
participants based on compensation                      which will be allocated to each Participant in the ratio that such
unless precluded by conditions of                       Participant's Compensation bears to the Compensation of all
employment listed elsewhere in this                     Participants.  All Employer Discretionary Profit Sharing Contributions
Item J.                                                 and earnings shall be vested in accordance with Section M of the
                                                        Adoption Agreement.

                                                 |_|    Employer Discretionary Profit Sharing Contributions Integrated With
                                                        Social Security:  Under this allocation method, the Employer
                                                        considers Social Security contributions made on behalf of employees
                                                        when calculating Plan contributions.  The allocation of any
                                                        discretionary profit sharing contribution under this method is two
                                                        tiered as follows:  First, to each Participant in the ratio that such
                                                        Participant's compensation bears to the total compensation of all
                                                        Participants, plus; Second, the ratio that such Participant's excess
                                                        compensation (if any) bears to the excess compensation of all
                                                        Participants for the Plan Year.  Any remaining Employer contributions
                                                        under this option will be allocated in the same ratio that each
                                                        Participant's compensation in the Plan Year bears to the total
                                                        compensation of all Participants for the Plan Year.

</TABLE>


                                       -7-

<PAGE>



<TABLE>


                                             If the integration level:

<S>                                              <C>                         <C>                                 <C>
                                                 ----------------------------------------------------------------------------------
                                                        is more than               but not more than             the applicable
                                                                                                                  percentage is
                                                 ----------------------------------------------------------------------------------
                                                             0                 the greater of $10,000 or               5.7
                                                                                    20% of the TWB
                                                 ----------------------------------------------------------------------------------

                                                 the greater of $10,000 or          80% of the TWB                     4.3
                                                       20% of the TWB

                                                 ----------------------------------------------------------------------------------
                                                       80% of the TWB            any amount more than                  5.4
                                                                                80% of the TWB but less
                                                                                 than 100% of the TWB
                                                 ----------------------------------------------------------------------------------
</TABLE>


<TABLE>
<S>                                           <C>
                                              The integration level is equal to:

                                                |_|    Taxable Wage Base
                                                |_|    $__________________ a dollar amount less than the Taxable Wage Base
                                                |_|    _______% of the TWB (not to exceed 100%)

This option provides flexibility for          For purposes of:
Employers with multiple locations to
make different contribution amounts             |_|    matching contributions and forfeitures,
for each locations.

                                                |_|    Employer discretionary profit sharing contributions and
                                                       forfeitures, the employees of ___________ shall be eligible to receive
                                                       contribution types specified above solely at
                                                       the discretion of the Employer on a nondiscriminatory basis.

This option may require an
employee to work 1,000 hours and
be employed on the last day of the           |X|    A Participant whose employment is terminated before the last day of
plan year to be eligible to receive                 the Plan Year but after completion of 1,000 Hours of Service for such
Employer contributions.                             year shall:

                                                |_| share in the allocation of Employer Contributions for such year,

                                                |X| not share in the allocation of Employer Contributions for such year.

Special entitlement rules may apply
if termination of employment is due          |X|    A Participant whose employment is terminated before the last day of
to death, disability, or retirement.                the Plan Year due to death, disability, or retirement shall:(select one)

                                                |_| share in the allocation of Employer contributions for such Plan Year
                                                    regardless of his/her number of credited Hours of Service in that year,

                                                |_| share in the allocation of Employer contributions for such year if they
                                                    have completed 1,000 Hours of Service for such year,

                                                |X| not share in the allocation of Employer contributions for such year
                                                    regardless of the number of Hours of Service completed provided
                                                    their employment is terminated before the last day of the Plan
                                                    Year.
                                       -8-

<PAGE>


                                              (2)  Forfeitures shall be (select one):

                                                |_| reallocated in the ratio that the Compensation of each Participant
                                                    bears to that of all Participants,
                                                |X| used to reduce Employer contributions for the next plan
                                                    year,
                                                |_| applied first to the payment of the Plan's administrative expenses and
                                                    any excess reallocated to Participants,

                                                |_| applied first to the payment of the Plan's administrative
                                                    expenses and any excess applied to reduce Employer contributions.

Excess aggregate contributions are
contributions that are more than the         Forfeitures of Excess Aggregate Contributions, if appropriate, shall be:
amount allowed for the plan year by
ACP testing.  These are matching or          (a) |X|   Applied to reduce Employer contributions for the Plan Year in
voluntary contributions.  These                        which the excess arose, but allocated as in "b" below, to the
contributions may be reallocated to                    extent the excess exceeds Employer contributions or the Employer
non-highly compensated employees                       has already contributed for such Plan Year.
based on compensation or used to
reduce Employer contributions for            (b) |_|   Allocated, after all other forfeitures under the Plan, to the
the next plan year.                                    Matching Contribution account of each Non-highly Compensated
                                                       Participant who made elective deferrals or employee contributions in
                                                       the ratio which each such Participant's Compensation for the Plan
                                                       Year bears to the total Compensation of all such
                                                       Participants for such Plan Year.

                                                If the Plan provides for permitted disparity, the above language must
                                                provide that forfeitures will be  allocated in accordance with the
                                                allocation formula of the plan.

Both boxes should be checked
because both QNECs and QMACs                 (3) For purposes of calculating the Actual Deferral Percentage test, the
are used for the ADP test.  These                Employer shall take into account, and include all such (select each
choices represent flexible technical             appropriate box):
options provided by law which
Delaware Charter will ordinarily be                 |_|    Qualified Matching Contributions,
helpful for testing purposes. The                   |_|    Qualified Non-Elective Contributions,
affirmative election is required by
statute.                                        under this Plan or any other plan of the Employer, as provided by
                                                regulations.

Both boxes should be checked                 (4) For purposes of calculating the Average Contribution Percentage test,
because elective deferrals and                   the Employer shall take into account, and include as Contribution
QNECs that are not needed for the                Percentage Amounts all such (select each appropriate box):
ADP test will be used in the ACP
test.  These choices represent                      |X| Elective Deferrals,
flexible technical options provided                 |_| Qualified Non-elective Contributions,
by law which Delaware Charter will                      under this Plan or any other plan of the Employer, as provided by
ordinarily be helpful for testing                       regulations.
purposes. The affirmative election is
required by statute.

                                       -9-

<PAGE>


This section must be completed if            K.   Limitation on Allocation:
the Employer has or has in the past               If the Employer maintains or ever maintained another qualified plan in
had another qualified plan or welfare             which any Participant in this Plan is (or was) a Participant or could
plan.                                             possibly become a Participant, the Employer must complete this section.
                                                  The Employer must also complete this section if it maintains a welfare
If the Employer checks the first box,             benefit fund, as defined in Section 419(e) of the Code, or an individual
this plan will limit allocations, and             medical account, as defined in Section 415(l)(2) of the Code, under
refund any excess allocations in                  which amounts are treated as annual additions with respect to any
accordance with 3.5-3.10. These                   Participant in this Plan.
plan sections provide
a last-in first-out method of distributing        (1) If the Participant is covered under another qualified defined
excess allocations.                                   contribution plan maintained by the Employer, (select one)

If the Employer checks the second                 |_|    The provisions of Sections 3.5 through 3.10 of Article III will apply,
box, a different non-discriminatory               |_|    The Employer shall provide the method under which the plans will
method for limiting allocations must                     limit total Annual Additions to the Maximum Permissible Amount, and
be provided in space below.  The                         will properly reduce any excess amounts, in a manner that precludes
model language which may be                              Employer discretion _______________________________________________
inserted is:  "The Employer will
reduce its contribution or allocation                    ___________________________________________________________________
on behalf of the Participant in [this
plan], [the other plan maintained by                     ___________________________________________________________________
the Employer]."


If the participant is, or has been, a               (2) If the Participant is or has ever been a Participant in a defined
participant in an Employer                              benefit plan maintained by the Employer, provide language which
sponsored defined benefit plan, the                     will satisfy the 1.0 limitation of section 415(e) of the Code. _____
following language should be
inserted: "The Employer will reduce                     ____________________________________________________________________
its contribution or allocation on
behalf of the Participant to the                        ____________________________________________________________________
defined contribution plan under
which the Participant participates."


The limitation year is the same of                 (3) The Limitation Year is the following 12 consecutive month period:
the plan year.                                         The Plan Year beginning 01/01 and ending 12/31.


A plan is top heavy if the aggregate         L.  Top-Heavy:
of the accounts of Key Employees
under the plan exceeds 60 percent                For purposes of Minimum Top-Heavy allocations, contributions, and
of the aggregate of the accounts of              forfeitures equal to 3% of each non-Key employee's Compensation will
all employees under the plan.                    be allocated to the Employee's account when the Plan is Top-Heavy.  If
                                                 you maintain or have ever maintained another qualified defined benefit
Compensation for top-heavy                       plan, complete the following:
minimum contribution purposes
does not include any exclusions                  For purposes of establishing the present value of benefits under a
noted in Item D which would                      defined benefit plan to establish present value to compute the
otherwise be taxable income.                     Top-Heavy Ratio, any benefit shall be discounted only for mortality and
                                                 interest based on the following:
                                                 Interest Rate  ________%                    Mortality Table _______________


                                      -10-

<PAGE>


                                                  The provision in Article 4.6 in the Plan document shall not apply to any
If the Employer maintains any other               Participant to the extent the Participant is covered under any other plan
plan, this section should be                      or plans of the Employer. Therefore, provide the method under which
completed with a description of                   the Plan will meet the minimum allocation or benefit requirement
which plan will make any necessary                applicable to the Top-Heavy allocation: _______________________________
minimum allocation. For example:
"The Employer will make minimum                   _______________________________________________________________________
allocations to [this plan], [the other
plan maintained by the Employer]."                _______________________________________________________________________

The Employer should use the same
variables that were used by the                   For purposes of computing the Top-Heavy Ratio, the Valuation Date will
defined benefit plan's actuary in                 be the last day of the prior Plan Year.
performing the actuarial valuation.
In cases where the defined benefit
plan is terminated, use the last
actuarial valuation.                              |_|  Not applicable because the Employer has not maintained a defined
                                                       benefit plan.

                                             M.  Vesting

                                                 (1)  The nonforfeitable interest of each Employee in his or her
                                                      Account Balance attributable to profit sharing contributions
                                                      which are not 100% vested at all times as indicated in Section J
                                                      of the Adoption Agreement, shall be determined on the basis of
                                                      the following (select one):
</TABLE>

<TABLE>
<CAPTION>


                                                                           YEARS OF SERVICE

                                                    Less than     1         2          3         4          5         6         7
                                                       1

<S>                                          <C>    <C>           <C>       <C>        <C>       <C>       <C>        <C>      <C>
                                             a.|_|     0          0         0          100
                                             b.|_|     0          0         20         40        60         80        100
                                             c.|_|     0          0         0          0         0          100
                                             d.|_|     0          0         0          20        40         60        80        100
                                             e.|X|     0          20        40         60        80         100
                                                       -          --        --         --        --         ---       ---       ---
</TABLE>

<TABLE>
<S>                                          <C>
                                             If selection e. above is chosen, the vesting percentage for each year of
                                             service must be at least equal to or greater than the vesting percentage
                                             indicated for the corresponding year of service under selection d. above.

                                             In any Plan Year in which this Plan is Top Heavy, if the selection above is not
                                             a. or b., a special vesting schedule applies. This section must be completed
                                             only by plans who selected either c., d., or e. above. The selection for the
                                             schedule below supersedes the selections above if the Plan is Top Heavy. If
                                             the Plan is considered Top Heavy, the nonforfeitable interest of each
                                             employee in his or her Account Balance is determined on the basis of the
                                             following: (select one)


                                      -11-

<PAGE>



                                                |_|    100% vesting after ____________ (not to exceed 3) Years of Service; or
                                                |_|    _______% (not less than 20%) vesting after 2 Years of Service,
                                                |_|    _______% (not less than 40%) vesting after 3 Years of Service,
                                                |_|    _______% (not less than 60%) vesting after 4 Years of Service,
                                                |_|    _______% (not less than 80%) vesting after 5 Years of Service,
                                                |_|    _______% (not less than 100%) vesting after 6 Years of Service.


                                                If the vesting schedule under the Plan shifts in or out of the
                                                above schedule for any Plan Year because of the Plan's Top
                                                Heavy status, such shift is an amendment to the vesting
                                                schedule and the election in Article 16.4 of the Plan applies.

Any vesting schedule may be                  (2) The nonforfeitable interest of each Employee in his or her account
selected.   All years of service                 balance attributable to matching contributions which are not 100%
except as noted under M(2) are                   vested at all times as indicated in Section J of the Adoption Agreement,
countable for vesting purposes.  For             shall be determined on the basis of the following (select one):
example, under a 401(k) plan, an
employee declining to participate for
ten years is 100 percent vested in
matching contributions as soon as
he/she begins making salary
deferrals.
</TABLE>

<TABLE>
<CAPTION>


                                                                           YEARS OF SERVICE

                                                    Less than     1         2          3         4          5         6         7
                                                       1

<S>                                          <C>    <C>           <C>       <C>        <C>       <C>       <C>        <C>      <C>
                                             a.|_|     0          0         0          100
                                             b.|_|     0          0         20         40        60         80        100
                                             c.|_|     0          0         0          0         0          100
                                             d.|_|     0          0         0          20        40         60        80        100
                                             e.|X|     0          20        40         60        80         100
                                                       -          --        --         --        --         ---       ---       ---
</TABLE>

<TABLE>
<S>                                          <C>

                                             If selection e. above is chosen, the vesting percentage for each year of
                                             service must be at least equal to or greater than the vesting percentage
                                             indicated for the corresponding year of service under selection d. above.

                                             In any Plan Year in which this Plan is Top Heavy, if the selection above is
                                             not a. or b., a special vesting schedule applies. This section must be
                                             completed only by plans who selected either c., d., or e. above. The
                                             selection for the schedule below supersedes the selections above if the
                                             Plan is Top Heavy. If the Plan is considered Top Heavy, the nonforfeitable
                                             interest of each employee in his or her Account Balance is determined on
                                             the basis of the following (select one):


                                                |_|    100% vesting after ____________ (not to exceed 3) Years of Service; or
                                                |_|    _______% (not less than 20%) vesting after 2 Years of Service,
                                                |_|    _______% (not less than 40%) vesting after 3 Years of Service,
                                                |_|    _______% (not less than 60%) vesting after 4 Years of Service,
                                                |_|    _______% (not less than 80%) vesting after 5 Years of Service,
                                                |_|    _______% (not less than 100%) vesting after 6 Years of Service.



                                      -12-

<PAGE>





                                                                                If the vesting schedule under the Plan
                                                                                shifts in or out of the above schedule for
                                                                                any Plan Year because of the Plan's Top
                                                                                Heavy status, such shift is an amendment to
                                                                                the vesting schedule and the election in
                                                                                Article 16.4 of the Plan applies.
May exclude years of service for
vesting purposes before age 18 or                                               (3) All of an Employee's Years of Service with
before the Employer maintained this                                                 the Employer are counted to determine the
plan or a predecessor plan.                                                         nonforfeitable percentage in the employee's
                                                                                    Account Value derived from Employer
                                                                                    contributions EXCEPT:

                                                                                    |X| Years of Service before age 18;
                                                                                    |_| Years of Service before the
                                                                                        Employer maintained this
                                                                                        Plan or a predecessor Plan.

                                                                                N.  Voluntary Contributions: (select one)
Voluntary tax contributions are
after-tax contributions.  They count                                                |_| Voluntary Contributions are permitted.
against the 415 limits and are                                                      |X| Voluntary Contributions are not permitted.
subject to plan level compliance
testing.                                                                            The Employer  |_|  shall  |_|  shall not
                                                                                    make a Matching Contribution for each
                                                                                    Participant making Voluntary Contributions.

                                                                                    If designated above,
                                                                                    |_| Matching Contributions shall be equal to
                                                                                        $__________________ for each $1.00
                                                                                        the Participant deposits to his/her
                                                                                        voluntary Contribution account, up
                                                                                        to a maximum of ________% of the
                                                                                        Participant's Compensation
                                                                                    |_| a discretionary amount determined by
                                                                                        the Board of Directors.

                                                                                    These contributions shall be vested
                                                                                    in accordance with Section M of the
                                                                                    Adoption Agreement.

If permitted, a loan policy outlining
administrative limits (such as,                                                 O.  Loans: (select one)
minimum loan amounts, interest
rates, etc.) must be set up.                                                        |X| Loans are permitted.
                                                                                    |_| Loans are not permitted.

In order to activate this item, plan
loans, if checked above, must be                                                P.  Hardship Withdrawals: (select one)
exhausted.  To simplify
administration, loans and hardship                                                  |X| Hardship Withdrawals are permitted.
withdrawals should not both be                                                      |_| Hardship Withdrawals are not permitted.
checked "yes."

                                      -13-

<PAGE>


If employees are allowed to direct                                              Q.  Account Option: (select one)
their own accounts as to
investment, select the (a).                                                         (1) Under this Plan all contributions are
                                                                                        directed as to their investment by:

Under Department of Labor rules                                                         (a) |X|  Employee
(ERISA Act. Sec. 404(c)), an                                                            (b) |_|  Employer
Employer can escape some fiduciary                                                      (c) |_|  Employee and Employer
liability for bad investment results if
the participants make fully informed
choices of a wide range of                                                          (2) For purposes of (c) above:
investment options.                                                                                              Employee   Employer
                                                                                                                 Directed   Directed
                                                                                    Employee deferrals are:        |_|        |_|
                                                                                    Matching contributions are:    |_|        |_|
                                                                                    Discretionary profit sharing
                                                                                    contributions are:             |_|        |_|
                                                                                    Other (specify)___________     |_|        |_|
                                                                                    __________________________     |-|        |-|

There are certain limits to the
amount of life insurance benefits                                               R.  Life Insurance: (select one)
that can be provided under a
retirement plan.  Generally, the                                                    |_| Yes, Insurance will be included in the Plan.
amounts used to pay premiums                                                        |X| No, Insurance will not be included in the
under a whole life policy can't be 50                                                   Plan.
percent or more of the participant's
plan assets or 25 percent for term                                              S.  Distribution Options:
life policies.
                                                                                    Notwithstanding any selection under
                                                                                    this Section S, the Employer shall
                                                                                    be permitted to "cash-out" account
                                                                                    Values not exceeding $3,500 at
                                                                                    those times that a distribution is
                                                                                    allowed under this Plan.

                                                                                       |X| Lump-sum.
                                                                                       |_| Periodic Installments.
                                                                                       |_| Annuity Contracts issued by a Life
                                                                                           Insurance Company.

You may allow participants who are                                              T.  In-Service Distributions:  (select one)
still employed to begin taking
withdrawals of all contributions                                                    |X| Yes, in-service distributions of any
which are 100 percent vested at                                                         contributions may be made to Participants
age 59-1/2.  If you do not wish to                                                      who have attained age 59-1/2 and are 100%
allow matching contributions to be                                                      vested in their account.
withdrawn, box two should be
selected.                                                                           |_| No, in-service distributions will not be
                                                                                        allowed except for distribution of Employee
                                                                                        Elective Deferrals after the Participant has
                                                                                        attained age 59-1/2.

                                      -14-

<PAGE>


You may choose a definition of                                                  U.  Disability: (select one)
disability ranging from most
stringent (selection one) to most                                                   |_| Any condition which constitutes total
generous (selection three).                                                             disability under the Federal Social Security
                                                                                        Acts.

                                                                                    |_| Inability to engage in any substantial
                                                                                        gainful activity by reason of any medically
                                                                                        determinable physical or mental condition;
                                                                                        such determination shall be made by a
                                                                                        licensed physician(s) acceptable to the Plan
                                                                                        Administrator.

                                                                                    |X| Inability to perform the duties of the
                                                                                        Participant's customary position of
                                                                                        employment by reason of any medically
                                                                                        determinable physical or mental condition;
                                                                                        such determination shall be made by a
                                                                                        licensed physician(s) acceptable to the Plan
                                                                                        Administrator.


                                                                                V.  Valuations:

                                                                                    Plan assets will be valued at the
                                                                                    following regular intervals:
                                                                                    |_| Yearly    |_| Semi-annually  |_| Quarterly
                                                                                    |_| Monthly   |X| Daily

                                                                                W.  TO ESTABLISH ACCOUNT:
This is a general statement that the
Employer has consulted with their                                               The Employer, by executing this Adoption
legal counsel, will abide by the Trust                                          Agreement, represents that it has consulted
Agreement, certifies that the                                                   with the advisors of its own choosing with
information on the Adoption                                                     regard to the Plan. The Employer further agrees
Agreement is correct, acknowledges                                              on behalf of itself and each Participant to be
the Employers duty to notify                                                    bound by the Provisions of the form of Trust
interested parties, and to complete                                             Agreement furnished with this Adoption
necessary government filings                                                    Agreement, receipt of which is acknowledged by
required in connection with the plan.                                           the Employer, represents that the information on
                                                                                this Adoption Agreement and any accompanying
                                                                                schedule is true and correct, and acknowledges
                                                                                the obligation to notify all interested parties,
                                                                                if applicable, as required under Section 7476 of
                                                                                the Code and to file annually IRS Form 5500
                                                                                Series and DOL Forms. The Trustee reserves the
                                                                                right to reject this Agreement for any reason,
                                                                                or to discontinue the offering of this Plan at
                                                                                any time without prior notice.

This section states that
the Employer may not rely                                                       X.  QUALIFICATIONS:
on this plan's opinion
letter and should file for                                                      The Employer may not rely on the opinion letter
their own determination                                                         issued by the National Office of the Internal
letter.                                                                         Revenue Service as evidence that the Plan is
                                                                                qualified under Section 401 of the Code. In order to
                                                                                obtain reliance with respect to plan qualification,
                                                                                the Employer must apply to the appropriate Key
                                                                                District Office for a determination letter.

                                                                                This Adoption Agreement may be used only in
                                                                                conjunction with basic plan document #04.


                                      -15-

<PAGE>



This section indemnifies Delaware                                               Caution:  This Adoption Agreement and related
Charter from any legal or tax liability                                         documents are important legal instruments with legal
resulting from the Employer's                                                   and tax implications for which Delaware Charter
selection of this plan document.                                                Guarantee & Trust Company cannot assume
Employers should review these                                                   responsibility. The Trustee urges the Employer to
documents with their legal counsel.                                             consult with his/her own counsel with regard to the
                                                                                adoption of such Plan and its suitability to the
                                                                                Employer.  Failure to properly fill out this
                                                                                Adoption Agreement may result in disqualification
                                                                                of the Plan. Delaware Charter Guarantee & Trust
                                                                                Company will inform the adopting Employer of any
                                                                                amendment to the Plan or the discontinuance or
                                                                                abandonment of the Plan.  If you have any questions
                                                                                call us at 1-800-332-401(k) or write to Delaware
                                                                                Charter Guarantee & Trust Company, Attn: 401(k)
                                                                                Department, P.O. Box 8706, Wilmington, DE
                                                                                19899-8706.


                                                                                APPROVAL

                                                                                Prime Bancorp., Inc.
                                                                                -------------------------------------
                                                                                Name of Employer (print)
To be effective, the plan must be
executed by all parties listed below:                                           7111 Valley Green Road
                                                                                -------------------------------------
(i) The Employer;
(ii)Delaware Charter.                                                           Fort Washington, PA  19034-2209
                                                                                -------------------------------------
                                                                                Address

                                                                                DATE: December 21, 1997
                                                                                      --------------------

                                                                                AUTHORIZED OFFICER  James E. Kelly
                                                                                                    -------------------
                                                                                                     Type or Print Name


                                                                                BY: /s/ James E. Kelly
                                                                                    ------------------------------------
                                                                                    Signature/Title

                                                                                APPROVAL OF DELAWARE CHARTER GUARANTEE & TRUST
                                                                                COMPANY, TRUSTEE

                                                                                The foregoing Agreement is hereby approved by the
                                                                                Trustee this 7th day of January, 1998


                                                                                By: /s/ Sharon Roy
                                                                                    -------------------------------------
                                                                                    Authorized Signature

                                                                                Attest: /s/ Mary Beth Eaves
                                                                                       ---------------------
</TABLE>

                                      -16-

<PAGE>


                                TABLE OF CONTENTS
<TABLE>
<S>                  <C>                                                               <C>
ARTICLE I        -   DEFINITIONS.........................................................1
ARTICLE II       -   PARTICIPATION IN THE PLAN..........................................10
ARTICLE III      -   LIMITATION ON ALLOCATION...........................................12
ARTICLE IV       -   TOP-HEAVY PROVISION................................................18
ARTICLE V        -   CONTRIBUTIONS......................................................21
ARTICLE VI       -   PARTICIPANT'S ACCOUNTS.............................................29
ARTICLE VII      -   VALUATION..........................................................33
ARTICLE VIII     -   INVESTMENTS........................................................34
ARTICLE IX       -   VOLUNTARY CONTRIBUTIONS............................................35
ARTICLE X        -   DISTRIBUTION OF EXCESS DEFERRALS...................................36
ARTICLE XI       -   DISTRIBUTION OF EXCESS CONTRIBUTIONS...............................37
ARTICLE XII      -   DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS.....................38
ARTICLE XIII     -   DISTRIBUTION REQUIREMENTS..........................................39
ARTICLE XIV      -   OTHER DISTRIBUTION REQUIREMENTS....................................40
ARTICLE XV       -   LIFE INSURANCE.....................................................47
ARTICLE XVI      -   AMENDMENT OF THE PLAN AND TRUST....................................48
ARTICLE XVII     -   DISCONTINUANCE OF CONTRIBUTIONS AND TERMINATION OF THE PLAN........49
ARTICLE XVIII    -   TRUSTEE............................................................50
ARTICLE XIX      -   MISCELLANEOUS PROVISIONS...........................................50
ARTICLE XX       -   JOINT AND SURVIVOR ANNUITY REQUIREMENT.............................57
TRUST AGREEMENT      ...................................................................62
</TABLE>


                   DELAWARE CHARTER GUARANTEE & TRUST COMPANY

                          NON-STANDARDIZED 401(k) PLAN


The Employer, engaged in the Business stated in the Adoption Agreement, hereby
establishes this Plan, and adopts this Trust Agreement, forming a part thereof
for the purposes of establishing a retirement fund which will help provide for
the future security of Employees. This Plan and Trust Agreement incorporates the
provisions of the Tax Reform Act of 1986 which are effective up to Plan Years
beginning after December 31, 1988, as guidelines on this Act have been issued by
the Internal Revenue Service.


                                    ARTICLE I
                                   DEFINITIONS

As used in this Plan, the following terms shall have the meaning hereinafter set
forth, unless a different meaning is plainly required by the context:

1.1 Account Balance: The value of Earmarked Account or Master Account of the
Participant or Beneficiary shall be determined as of each Valuation Date.

1.2 Adjustment Factor: The cost of living adjustment factor prescribed by the
Secretary of the Treasury under section 415(d) of the Code for years beginning
after December 31, 1987, as applied to such items and in such manner as the
Secretary shall provide.

1.3 Adoption Agreement: The agreement for the establishment of a Plan and Trust
as it may from time to time be amended pursuant to this Plan and Trust. The
information contained therein shall be part of this Plan as set forth
fully herein.

<PAGE>


1.4 Affiliated Employer: The Employer and any corporation which is a member of a
controlled group of corporations (as defined in section 414(b) of the Code)
which includes the Employer; any trade or business (whether or not incorporated)
which is under common control (as defined in section 414(c) of the Code) with
the Employer; any organization (whether or not incorporated) which is a member
of an affiliated service group (as defined in section 414(m) of the Code) which
includes the Employer; and any other entity required to be aggregated with the
Employer pursuant to regulations under section 414(o) of the Code.

1.5 Anniversary Date: The date as of which the Plan becomes effective as
indicated in the Adoption Agreement and such date each year thereafter.

1.6 Annuity Contract: An individual or group annuity contract issued by an
insurance company, and not a Life Insurance Policy, providing periodic benefits,
whether fixed, variable, or both, to a person or persons named therein, the
benefits or value of which cannot be transferred, sold, assigned, discounted,
pledged as collateral for a loan or a security for the performance of an
obligation by a Participant or Beneficiary with an interest therein to any
person other than the issuer thereof.

1.7 Beneficiary: Subject to Article 15.1, a person entitled to receive any
payment from the Trust following the death of Participant. Such person shall
have the status of a Beneficiary only upon the Participant's death or upon the
issuance of any Annuity Contract or Life Insurance Policy in which such person
has an interest, which cannot be altered or revoked by the Participant except
following the death of such person. If the Participant fails to name a
Beneficiary or if the Beneficiary named by a Participant predeceases him or dies
before complete distribution of a Participant's Account Balance, then the
Trustee shall pay the Beneficiary in one (1), or any combination, of the methods
specified under Article XIV in the following order of priority to:

         (a) The Participant's surviving spouse;
         (b) The executor or administrator of the Participant's estate.

The Employer may require such proper proof of death and such evidence of the
right of any person to receive payment of the vested Account Balance of a
deceased Participant as the Employer may deem advisable. The Employer's
determination of death and the right of any person to receive payment shall be
final.

1.8 Benefiting: A Participant is treated as benefiting under the Plan for any
Plan Year during which the Participant received or is deemed to receive an
allocation in accordance with section 1.410(b)-3(a).

1.9 Break in Service: A twelve consecutive month period during which a
Participant does not complete more than 500 Hours of Service with the Employer.

1.10 Business: The Business of the Employer as stated in the Adoption Agreement.

1.11 Code: The Internal Revenue Code of 1986 and amendments thereto.

1.12 Compensation: Compensation will mean compensation as that term is defined
in Article 3.16 of the Plan. For any Self-Employed individual covered under the
Plan, Compensation will mean Earned Income. Compensation shall include only that
compensation which is actually paid to the Participant during the determination
period. Except as provided elsewhere in this Plan, the determination period
shall be the period selected by the Employer in the Adoption Agreement. If the
Employer makes no election, the determination period shall be the Plan Year.

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



                                       2
<PAGE>

In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provisions of the Plan to the contrary, for Plan Years
beginning on or after January 1, 1994, the annual Compensation of each
Participant taken into account under the Plan shall not exceed the OBRA '93
annual compensation limit. The OBRA '93 annual compensation limit is $150,000,
as adjusted by the Commissioner for increases in the cost-of-living adjustment
in effect for a calendar year applies to any period, not exceeding 12 months,
over which Compensation is determined (determination period) beginning in such
calendar year. If a determination period consists of fewer than 12 months, the
OBRA '93 annual compensation limit will be multiplied by a fraction, the
numerator of which is the number of months in the determination period and the
denominator of which is 12.

For Plan Years beginning on or after January 1, 1989, and before January 1,
1994, the annual compensation of each Participant taken into account for
determining all benefits provided under the Plan for any Plan Year shall not
exceed $200,000. This limitation shall be adjusted by the Secretary at the same
time and in the same manner as under section 415(d) of the Code, except that the
dollar increase in effect on January 1 of any calendar year is effective for
Plan Years beginning in such calendar year and the first adjustment to the
$200,000 limitation is effective on January 1, 1990.

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

If a determination period consists of fewer than 12 months, the annual
compensation limit is an amount equal to the otherwise applicable annual
compensation limit multiplied by a fraction, the numerator of which is the
number of months in the short determination period, and the denominator of which
is 12.

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

If compensation for any prior determination period is taken into account in
determining a Participant's allocations for the current Plan Year, the
compensation for such prior determination period is subject to the applicable
annual compensation limit in effect for that prior period. For this purpose, in
determining allocations in Plan Years beginning on or after January 1, 1989, the
annual compensation limit in effect for determination periods beginning before
that date is $200,000. In addition, the determining allocations in Plan Years
beginning on or after January 1, 1994, the annual compensation limit in effect
for determination periods beginning before that date is $150,000.

1.13 Disability: For purposes of defining Disability under this Plan, the option
as selected on the Adoption Agreement shall apply.

1.14 Early Retirement Age: The age selected in the Adoption Agreement. The Early
Retirement Age may never be earlier than age 55. A Participant's account
balances attributable to Employer contributions are nonforfeitable upon the
attainment of the Early Retirement Age. If the option selected in the


                                       3
<PAGE>

Adoption Agreement has both an age and service requirement, then a Participant
who separates from service before satisfying the age requirement for early
retirement, but has satisfied the service requirement, will be entitled to elect
an early retirement benefit upon satisfaction of such age requirement.

1.15 Employee Directed Account: Refers to the account option as described in
Article 8.1, which means those contributions which are directed by the Employee.

1.16 Earned Income: The net earnings from self-employment in the trade or
business with respect to which the Plan is established, for which personal
service of the individual are a material income producing factor. Net earnings
will be determined without regard to items not included in gross income and the
deductions allocable to such items. Net earnings are reduced by contributions by
the Employer to a qualified plan to the extent deductible under section 404 of
the Code. Net earnings shall be determined with regard to the deduction allowed
to the taxpayer by section 164(f) of the Code for taxable years beginning after
December 31, 1989.

1.17 Effective Date: As indicated in the Adoption Agreement, the date Employees
will first be covered under this Plan.

1.18 Elapsed Time: If an Employer elects to use Elapsed Time in the Adoption
Agreement, the following definitions shall replace the otherwise required Year
of Service and Break in Service definitions. For purposes of this Section, Hour
of Service shall mean each hour for which an Employee is paid or entitled to
payment for the performance of duties for the Employer.

         (a) Break in Service is a Period of severance of at least 12
         consecutive months.

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

         (c) For purposes of determining an Employee's initial or continued
         eligibility to participate in the Plan or the nonforfeitable interest
         in the Participant's account balance derived from Employer
         contributions (except for periods of service which may be disregarded
         on account of the "rule or parity" described in Article 6.5(b)), an
         Employee will receive credit for the aggregate of all time period(s)
         commencing with the Employee's first day of employment or re-employment
         and ending on the date a Break in Service begins. The first day of
         employment or reemployment is the first day the Employee performs an
         Hour of Service. An Employee will also receive credit for any Period of
         Severance of less than 12 consecutive months. Fractional periods of a
         year will be expressed in terms of days.

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

         (e) Each Employee will share in Employer contributions for the period
         beginning on the date the Employee commences participation under the
         Plan and ending on the date on which such Employee



                                       4
<PAGE>


         severs employment with the Employer or is no longer a member of an
         eligible class of Employees.

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

1.19 Elective Deferrals: Subject to Article XIII Contributions made to the Plan
during the Plan Year by the Employer, at the election of the Participant, in
lieu of cash compensation shall include contributions made pursuant to a salary
reduction agreement. Such contributions must be nonforfeitable when made.
Elective Deferrals are not distributable to the Participant, or the
Participant's Beneficiary or Beneficiaries, in accordance with the Participant's
or Beneficiary's election earlier than upon separation from service, death, or
disability (Elective Deferrals may be distributed earlier upon hardship in
accordance with Article 5.8). A Participant's election under this Article may
not be made retroactively. Notwithstanding the foregoing, no Participant shall
be permitted to have Elective Deferrals made under this Plan, or any other
qualified plan maintained by the Employer, during any taxable year, in excess of
the dollar limitation contained in section 402(g) of the Code in effect at the
beginning of such taxable year.

1.20 Employee: Shall mean any Employee of the Employer maintaining the Plan or
of any other Employer required to be aggregated with such Employer under
sections 414(b), (c), (m), or (o) of the Code. The term Employee shall also
include any Leased Employee deemed to be an Employee of any Employer described
in the previous paragraph as provided in sections 414(n) or (o) of the Code.

1.21 Employee Contributions: After-tax Contributions to the Plan made by a
Participant during the Plan Year.

1.22 Employer: The Employer named in the Adoption Agreement and engaged in the
Business stated in the Adoption Agreement, that establishes or maintains the
Plan; any other organization which has adopted the Plan with the consent of such
establishing Employer; and any successor of such Employer which under written
agreement, assumes the obligations of the Plan.

1.23 Entry Date: The earliest of

         (a) The Effective Date (if the Employee has met the eligibility
         requirement set forth in the Adoption Agreement), or

         (b) For Employees not meeting the eligibility requirements as of the
         Effective Date, the specific dates set forth in the Adoption Agreement.

1.24 Family Member: An individual described in section 414(q)(6)(B) of the Code.

1.25 Former Participant/Beneficiary: is an individual who was a Participant in
the Plan or a Beneficiary of a Former Participant in the Plan, but no longer is
entitled to an allocation of Company contributions or forfeitures, but has not
yet received complete distribution of his or her benefits.

1.26 Highly Compensated Employee: includes Highly Compensated Active Employees
and Highly Compensated Former Employees.

A Highly Compensated Active Employee includes any Employee who performs service
for the Employer during the determination year and who, during the look-back
year:


                                       5
<PAGE>

         (a) received compensation from the Employer in excess of $75,000 (as
         adjusted pursuant to section 415(d) of the Code);

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

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

The term "Highly Compensated Employee" also includes:

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

         (2) Employees who are 5 percent owners at any time during the look-back
         year or determination year.

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

For this purpose, the determination year shall be the Plan Year. The look-back
year shall be the immediately preceding twelve month period. The Employer may
elect to use the calendar year to determine whether an Employee is a Highly
Compensated Employee in the look-back year (as defined in Treasury Regulations
under section 414(q) of the Code) calculation. The calendar year used will be
the calendar year ending with or within the determination year (as defined in
the regulations under section 414(q) of the Code). The determination year shall
be the months (if any) in the current Plan Year which follow the end of the
calendar look-back year. If the Employer elects to make the calendar year
calculation election with respect to any plan, entity, or arrangement, such
election must apply with respect to all plans, entities, and arrangements of the
Employer.

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

If an Employee is, during a determination year or look-back year, a family
member of either a 5 percent owner who is an active or former employee or a
Highly Compensated Employee who is one of the 10 most Highly Compensated
Employees ranked on the basis of compensation paid by the Employer during such
year, then the family member and the 5 percent owner or top-ten Highly
Compensated Employee shall be aggregated. In such case, the family member and 5
percent owner or top-ten Highly Compensated shall be treated as a single
Employee receiving compensation and Plan contributions or benefits equal to the
sum of such compensation and contributions or benefits of the family member and
5 percent owner or top-ten Highly Compensated Employee. For purposes of this
section, family member includes the spouse, lineal ascendants, and descendants
of the Employee or former Employee and the spouses of such lineal ascendants and
descendants.

The determination of who is a Highly Compensated Employee, including the
determinations of the number and identity of Employees in the top-paid group,
the top 100 Employees, the number of Employees treated as officers and
compensation that is considered, will be made in accordance with section 414(q)
of the Code and the regulations thereunder.


                                       6
<PAGE>


1.27 Hour of Service: Hours of Service will be determined on the basis of the
method selected in the Adoption Agreement.

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

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

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

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

Hours of Service will also be credited for any individual considered an Employee
for purposes of the Plan under section 414(n) or section 414(o) and the
regulations thereunder.

Solely for purposes of determining whether a Break in Service, as defined in
Article 1.9, for participation and vesting purposes has occurred in a
computation period, an individual who is absent from work for maternity or
paternity reasons shall receive credit for the Hours of Service which would
otherwise have been credited to such individual but for such absence, or in any
case in which such hours cannot be determined, 8 Hours of Service per day of
such absence. For purposes of this paragraph, an absence from work for maternity
or paternity reasons means an absence

         (1) by reason of the pregnancy of the individual,

         (2) by reason of a birth of a child of the individual,

         (3) by reason of the placement of a child with the individual in
         connection with the adoption of such child by such individual, or

         (4) for purposes of caring for such child for a period beginning
         immediately following such birth or placement. The Hours of Service
         credited under this paragraph shall be credited (i) in the computation
         period in which the absence begins if the crediting is necessary to
         prevent a Break in Service in that period, or (ii) in all other cases,
         in the following computation period.

In instances where actual Hours of Service are not maintained, an Employee shall
be credited with 45 Hours of Service for each week in which such Employee would
otherwise be credited with at least one Hour of Service.



                                       7
<PAGE>

1.28 Inactive Participant: Any Employee or former Employee who has ceased to be
a Participant and on whose behalf an account is maintained under the Plan.

1.29 Insurer: Any insurance company which issues an Annuity Contract or Life
Insurance Policy under the Plan.

1.30 Life Insurance Policy: An individual or group policy issued by an insurance
company under which, at any time during the time the policy is outstanding on
the life of the Participant (determined without regard to premium refunds,
dividends, and the like), an amount is payable as a result of the death of the
Participant which exceeds the greater of the policy reserve or the aggregate
premiums paid on the policy for the Participant.

1.31 Limitation Year: Shall be the 12 consecutive month period which is the same
as the Plan Year.

1.32 Master Employer Directed Account: Refers to the account option as described
in Article 6, which means those contributions which are directed by the
Employer.

1.33 Non-Highly Compensated Employee: An Employee of the Employer who is neither
a Highly Compensated Employee nor a Family Member.

1.34 Normal Retirement Age: The age selected in the Adoption Agreement. If the
Employer enforces a mandatory retirement age, the Normal Retirement Age is the
lesser of that mandatory age or the age specified in the Adoption Agreement.
Notwithstanding the vesting schedule elected by the Employer in the Adoption
Agreement, a Participant's right to his or her Account Balance must be
nonforfeitable upon the attainment of Normal Retirement Age.

1.35 Owner-Employee: An individual who is a sole proprietor, or who is a partner
owning more than 10 percent of either the capital or profits interest of the
partnership.

1.36 Participant: Every Employee who shall have become a Participant pursuant to
Article II hereof and whose participation shall not have been terminated
pursuant to such Article.

1.37 Participant Elective Deferral Account: Pursuant to Employee election, the
value of Employee Elective Deferrals may be held in either an Employee directed
Account or Master Employer Directed Account (as defined in this Article). Each
Employee's proportionate share in the Elective Deferral Account shall be
accounted for separately.

1.38 Period of Service: Under elapsed Time, the period of time commencing on the
date on which an Employee is first credited with an Hour of Service or, if
applicable, the first date following a Period of Severance on which an Employee
is credited with an Hour of Service and ending on the next following Severance
Date.

1.39 Plan: The Plan for the Employees of the Employer as it may from time to
time hereafter be amended, which is established by the Adoption Agreement.

1.40 Plan Administrator: The Employer.

1.41 Plan Year: A 12 consecutive month period designated by the Employer in the
Adoption Agreement.

1.42 Present Value: For purposes of establishing Present Value to compute the
Top-Heavy Ratio, any benefit shall be discounted only for mortality and interest
as specified in the Adoption Agreement.

1.43 Qualified Matching Contributions: Subject to Article XIII, Matching
Contributions made by the Employer to the Plan, pursuant to Code Section 401(m),
which are subject to the distribution and nonforfeitability requirements under
section 401(k) of the Code when made.

1.44 Qualified Nonelective Contributions: Contributions (other than Matching
Contributions or Qualified Matching Contributions) made by the Employer and


                                       8
<PAGE>

allocated to Participant's accounts, that the Participant may not elect to
receive in cash until distributed from the Plan, that are 100 percent vested and
nonforfeitable when made; and that are not distributable under the terms of the
Plan to Participants or their Beneficiaries pursuant to Article XIII.

1.45 Rollover Account: Shall mean the separate account maintained pursuant to
Article XIX hereof for receipt of any Rollover Contributions made to the
Participant and the income, expenses, gains, and losses attributable thereto.

1.46 Rollover Contributions: Shall mean contributions made to the Trust by
Participants in accordance with Article XIX hereof and sections 402(a)(5),
402(a)(7), 403(a)(4) and 408(d)(3) of the Internal Revenue Code.

1.47 Self-Employed Individual: An individual who has Earned Income for the
taxable year from the trade or business for which the Plan is established. A;
also, an individual who would have had Earned Income but for the fact that the
trade or business had no Net Profits for the taxable year.

1.48 Severance Date: Under Elapsed Time the earlier of (i) the date an Employee
terminated, is discharged, retires, or dies, or (ii) the first anniversary of
the date an Employee is absent from the employ of the Employer for any reason
other than an approved leave of absence granted in writing by the Employer,
according to a uniform rule applied without discrimination, provided the
Employee returns to the employ of the Employer upon completion of the leave.
Notwithstanding the foregoing, an Employee who terminates Service to enter the
military service of the United States shall not suffer a Severance Date as of
such date provided (i) such Employee's employment rights are protected by
Federal law and (ii) such Employee returns to employment with the Employer
within the period required by law for preservation of his rights. Under such
circumstances, an Employee shall receive credit for Service for his earlier
period of absence. If the Employee does not return to Service within the time
prescribed by law, then the date he terminated employment shall be his Severance
Date.

1.49 Shareholder Employee: Any person owning more than five percent of the stock
of a subchapter S corporation as defined in section 1361 of the Internal Revenue
Code.

1.50 Sponsoring Company: The Employer named in the Adoption Agreement, that
establishes or maintains the Plan; any affiliated Employer, any other
organization which has adopted the Plan with the consent of such establishing
Employer; and any successor of such Employer which under written agreement,
assumes the obligation of the Plan.

1.51 Straight Life Annuity: Straight Life Annuity means an annuity payable in
equal installments for the life of the Participant that terminates upon the
Participant's death.

1.52 Trust: The Trust established under the Plan as it may from time to time
hereafter be amended.

1.53 Trustee: Delaware Charter Guarantee & Trust Company or any successor
thereto and any other entity chosen by the Sponsoring Company.

1.54 Valuation Date: For purposes of the Top-Heavy provisions under Article IV,
the last day of each Plan Year as of which account balances or accrued benefits
are valued for purpose of calculating the Top-Heavy Ratio. For all other
purposes under the Plan, the last day of each calendar quarter or any other
date, as determined by the Plan Administrator, and for self-directed plans any
date that is closer to the event requiring valuation of any investment fund
shares credited to a Participant's Account Balance under the Plan.

1.55 Year of Service: A Year of Service is a 12 consecutive month period
(computation period) during which the Employee completes at least 1,000 Hours of
Service.

1.56 Sponsor: Delaware Charter Guarantee & Trust Company, or any successor
thereto.


                                       9
<PAGE>

1.57 Taxable Wage Base: Taxable Wage Base is the contribution and benefit base
under section 230 of the Social Security Act as of the beginning of the Plan
Year.

                                   ARTICLE II
                            PARTICIPATION IN THE PLAN

2.1 Eligibility to Participate: Each Employee satisfying the eligibility
requirements set forth in the Adoption Agreement is eligible to participate on
the earliest Entry Date as defined in Article 1.23 of the Plan.

2.2 Notification to Eligible Employees: An eligible Employee shall be notified
(by the Employer) of their eligibility to participate. All Eligible Employees
will be considered Participants according to the provisions of Article 2.1. In
no event shall any Eligible Employee be permitted to voluntarily elect not to
participate under this Plan. Notwithstanding the foregoing, an Eligible Employee
may elect zero percentage as the percentage of Elective Deferrals under the Plan
pursuant to Article 5.1. Further, no contributions or benefits (other than
Matching Contributions or Qualified Matching Contributions) may be conditioned
upon an Employee's Elective Deferrals.

2.3 For purposes of determining eligibility to participate in the Plan, as
selected by the Employer on the Adoption Agreement, the Plan shall or shall not
apply any Break in Service rule. If the Employer selects the option to not apply
any Break in Service rule, the special conditions under Article 2.13 become
operative and supersede any other conflicting provision under this Article II.

In the event a Participant is no longer a member of an eligible class of
Employees and becomes ineligible to participate, but has not incurred a Break in
Service, such Employee will participate immediately upon returning to an
eligible class of Employees. If such Participant incurs a Break in Service,
eligibility will be determined under the Break in Service rules of the Plan.

In the event an Employee who is not a member of the eligible class of employees
becomes a member of the eligible class, such Employee will participate
immediately if he/she has satisfied the minimum age and service requirements and
would have otherwise previously become a Participant.

2.4 Crediting Service for Initial Eligibility: For purposes of participation
under Article 2.1 the Plan shall take into account all of an Employee's Years of
Service with the Employer. Year of Service shall mean a twelve (12) consecutive
month period during which the Employee completes not less than one thousand
(1,000) Hours of Service, measured from the beginning of the first twelve (12)
month period from the Employment Commencement Date. If the Employee does not
complete one thousand (1,000) Hours of Service during the twelve (12) month
period commencing with the Employment Commencement Date, the Plan shall measure
the twelve (12) month period from the first day of the Plan Year which includes
the first anniversary of the Employment Commencement Date regardless of whether
the Employee is entitled to be credited with 1,000 Hours of Service during the
initial eligibility computation period. The Plan shall measure any subsequent
twelve (12) month period necessary for a determination of a Year of Service for
participation by reference to succeeding Plan Years. Employment Commencement
Date means the date on which the Employee first performs an Hour of Service for
the Employer. An Employee who is credited with 1,000 Hours of Service in both
the initial eligibility computation period and the first Plan Year which
commences prior to the first anniversary of his Employment Commencement Date
will be credited with two Years of Service for purposes of eligibility to
participate.

If the Employer has elected in the Adoption Agreement to credit Service based on
the elapsed time method, then, for purposes of initial eligibility, Service
shall be measured from the date on which the Employee is first credited with an
Hour of Service and ending with the anniversary of such date. A Period of
Service shall include any Period of Severance of less than 12 consecutive
months.


                                       10
<PAGE>

2.5 Re-employment after a Break in Service: In the case of any Participant who
has a 1-year Break in Service, years of eligibility service before such break
will not be taken into account until the Employee has completed a Year of
Service after returning to employment.

Such Year of Service will be measured by the 12 consecutive month period
beginning on an Employee's Re-employment Commencement Date, and, if necessary,
Plans Years beginning with the Plan Year which includes the first anniversary of
the Re-employment Commencement Date.

The Re-employment Commencement Date is the first day on which the Employee is
credited with an Hour of Service for the performance of duties after the first
Eligibility Computation Period in which the Employee incurs a 1-year Break in
Service.

If a former Participant completes a Year of Service in accordance with this
provision, his or her participation will be reinstated as of the Re-employment
Commencement Date.

2.6 Service Counted toward Eligibility: All Years of Service with the Employer
are counted toward eligibility except for the following:

         (a) If an Employee has a 1-year Break in Service before satisfying the
         Plan's requirement for eligibility, service before such break will not
         be taken into account.

The above provision is restricted to plans requiring more than one Year of
Service for participation and which provide full and immediate vesting.

         (b) In the case of a Participant who does not have any nonforfeitable
         right to the Account Balance derived from Employer contributions, Years
         of Service before a period of consecutive 1-year Breaks in Service will
         not be taken into account in computing eligibility service if the
         number of consecutive 1-year Breaks in Service equals or exceed the
         greater of 5 or the aggregate number of Years of Service before such a
         break. Such aggregate number of Years of Service will not include any
         Years of Service disregarded under the preceding sentence by reason of
         prior Breaks in Service.

2.7 Participation of a Vested Participant After a Break in Service: A former
Participant will become a Participant immediately upon returning to the employ
of the Employer if such former Participant has a nonforfeitable right to all or
a portion of the Account Balance derived from Employer contributions at the time
of termination from service.

2.8 Participation of a Nonvested Participant After a Break in Service: A former
Participant who did not have a nonforfeitable right to any portion of the
Account Balance derived from Employer contributions at the time of termination
from service will be considered a new Employee, for eligibility purposes, if the
number of consecutive one year Breaks in Service equals or exceeds the greater
of 5 or the aggregate number of Years of Service before such breaks in service.
If such former Participant's Years of Service before termination from service
may not be disregarded pursuant to the preceding sentence, such former
Participant shall participate immediately upon re-employment.

2.9 Omission of Eligible Employee: If, in any Plan Year, any Employee who should
be included as a Participant in the Plan is erroneously omitted and discovery of
such omission is not made until after a discretionary profit sharing
contribution by the Employer for the year has been made, the Employer shall make
a subsequent contribution with respect to the omitted Employee in the amount
which the said Employer would have contributed with respect to him had he not
been omitted. Such contribution shall be made regardless of whether or not it is
deductible in whole or in part in any taxable year under applicable provisions
of the Code. It shall be the sole responsibility of the Employer to take any and
all actions as required by this Article 2.9.

                                       11
<PAGE>

2.10 Inclusion of Ineligible Employee: If, in any Plan Year, any person who
should not have been included and discovery of such incorrect inclusion is not
made until after a discretionary profit sharing contribution for the year has
been made, the Employer shall not be entitled to recover the contribution made
with respect to the ineligible person regardless of whether or not a deduction
is allowable with respect to such contribution. In such event, the amount
contributed with respect to the ineligible person shall constitute a Forfeiture
for the Plan Year in which the discovery is made. It shall be the sole
responsibility of the Employer to take any and all actions as required by this
Article 2.10.

2.11 Special Conditions for Plans not Applying a Break in Service Rule only: A
Participant whose employment terminates shall re-enter the Plan as a Participant
on the date of his re-employment. An Employee who has satisfied the eligibility
conditions of Article 2.1 but who terminates employment prior to becoming a
Participant shall become a Participant in the Plan on the date of his
re-employment. Any other Employee whose employment terminates and who is
subsequently re-employed shall become a Participant in accordance with the
provisions of Article 2.1 and 2.3.


                                   ARTICLE III
                            LIMITATION ON ALLOCATION

3.1 If the Participant does not participate in, and has never participated in,
another qualified plan or a Welfare Benefit fund, as defined in section 419(e)
of the Code, maintained by the adopting Employer or an individual Medical
Account, as defined in section 415(l)(2) or the Code, maintained by the
Employer, or a simplified employee pension, as defined in section 408(k) of the
Code, maintained by the Employer, which provides an Annual Addition as defined
in Article 3.12, the amount of Annual Additions which may be credited to the
Participant's account for any Limitation Year will not exceed the lesser of the
Maximum Permissible Amount or any other limitation contained in this Plan. If
the Employer contribution that would otherwise be contributed or allocated to
the Participant's account would cause the Annual Additions for the Limitation
Year to exceed the Maximum Permissible Amount, the amount contributed or
allocated will be reduced so that the Annual Additions for the Limitation Year
will equal the Maximum Permissible Amount.

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

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

3.4 If pursuant to Article 3.3 or as a result of the allocation of forfeitures,
there is an excess amount, the excess will be disposed of as follows:

         (a) Any nondeductible Voluntary Employee Contributions, to the extent
         they would reduce the excess amount, will be returned to the
         Participant;

         (b) Any elective Deferrals and earning attributable hereto, to the
         extent they would reduce the excess amount, will be returned to the
         Participant;

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


                                       12
<PAGE>

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

         (e) If a suspense account is in existence at any time during the
         Limitation Year pursuant to this Article 3.4, it will not participate
         in the allocation of the trust's investment gains and losses. If a
         suspense account is in existence at any time during a particular
         Limitation Year, all amounts in the suspense account must be allocated
         and reallocated to Participants' accounts before any Employer or any
         Employee contributions may be made to the Plan for that Limitation
         Year. Excess amounts may not be distributed to Participants or former
         Participants.

3.5 This Article applies if, in addition to this Plan, the Participant is
covered under another qualified master or prototype defined contribution plan
maintained by the Employer, a welfare benefit fund maintained by the Employer,
or a simplified employee pension maintained by the Employer, that provides an
Annual Addition as defined in Article 3.12 during any Limitation Year. The
Annual Additions which may be credited to a Participant's account under this
Plan for any such Limitation Year will not exceed the Maximum Permissible Amount
reduced by the Annual Additions credited to a Participant's account under the
other qualified master and prototype defined contribution plans, welfare benefit
funds, individual medical accounts, and simplified employee pensions for the
same Limitation Year. If the Annual Additions with respect to the Participant
under other qualified master and prototype defined contribution plans, welfare
benefit funds, individual medical accounts, and simplified employee pensions
maintained by the Employer are less than the Maximum Permissible Amount, and the
Employer contribution that would otherwise be contributed or allocated to the
Participant's account under this Plan would cause the Annual Additions for the
Limitation Year to exceed this limitation, the amount contributed or allocated
will be reduced so that the Annual Additions under all such plans and funds for
the Limitation Year will equal the Maximum Permissible Amount. If the Annual
Additions with respect to the Participant under such other qualified master and
prototype defined contribution plans, welfare benefit funds, individual medical
accounts, and simplified employee pensions in the aggregate are equal to or
greater than the Maximum Permissible Amount, no amount will be contributed or
allocated to the Participant's account under this Plan for the Limitation Year.

3.6 Prior to determining the Participant's actual Compensation for the
Limitation Year, the Employer may determine the Maximum Permissible Amount for a
Participant in the manner described in Article 3.2.

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

3.8 If, pursuant to Article 3.7, or as a result of the allocation of
forfeitures, a Participant's Annual Additions under this Plan and such other
plans would result in an excess amount for a Limitation Year, the excess amount
will be deemed to consist of the Annual Additions last allocated, except that
Annual Additions attributable to a Welfare Benefit Fund or Individual Medical
Account will be deemed to have been allocated first regardless of the actual
allocation date.

3.9 If an excess amount was allocated to a Participant on an allocation date of
this Plan which coincides with an allocation date of another Plan, the excess
amount attributed to this Plan will be the product of,

                                       13
<PAGE>

         (a) the total excess amount allocated as of such date, times

         (b)  the ratio of

         (1) the Annual Additions allocated to the Participant for the
         Limitation Year as of such date under this Plan to

         (2) the total Annual Additions allocated to the Participant for the
         Limitation Year as of such date under this and all other qualified
         defined contribution plans.

3.10 Any excess amount attributed to this Plan will be disposed in the manner
described in Article 3.4.

If the Participant is covered under another qualified defined contribution plan
maintained by the Employer which is not a Master or Prototype Plan, Annual
Additions which may be credited to the Participant's account under this Plan for
any Limitation Year will be limited in accordance with Articles 3.5 through 3.10
as though the other plan were a Master or Prototype Plan unless the Employer
provides other limitations in the Adoption Agreement.

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

3.12 Annual Additions: The amount allocated to a Participant's account during
the Limitation Year that constitutes:

         (a)  Employer contributions;

         (b)  Employee contributions;

         (c)  Forfeitures; and

         (d) Amounts described in sections 415(l)(2) and 419A(d)(3) of the Code.

         (e) allocations under a simplified employee pension.

Amounts allocated after March 31, 1984, to an Individual Medical Account, as
defined in section 415(l)(1) of the Code, which is part of a pension or annuity
plan maintained by the Employer, are treated as Annual Additions to a defined
contribution plan. Also, amounts derived from contributions paid or accrued
after December 31, 1985, in taxable years ending after such date, which are
attributable to post-retirement medical benefits allocated to the separate
account of a Key Employee, as defined in section 419A(d)(3), under a Welfare
Benefit Fund, as defined in section 419(e) or the Code, maintained by the
Employer, are treated as Annual Additions to a defined contribution plan.

For this purpose, any excess amount applied under Articles 3.4 or 3.10 in the
Limitation Year to reduce Employer contributions will be considered Annual
Additions for such Limitation Year.

3.13 Maximum Permissible Amount: 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 lessor of:

         (a) the Defined Contribution Dollar Limitation, or

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

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

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



                                       14
<PAGE>

3.14 The compensation limitation referred to in Article 3.13(b) shall not apply
to any contribution for medical benefits (within the meaning of section 401(h)
or section 419A(f)(2) of the Code) which is otherwise treated as an Annual
Addition under section 415(l)(1) or 419A(d)(2) of the Code.

3.15 For purposes of Articles 3.12 to 3.14, Defined Contribution Dollar
Limitation shall mean $30,000 or, if greater, one fourth of the defined benefit
dollar limitation set forth in section 415(b)(1) of the Code as in effect for
the Limitation Year.

3.16 Compensation: One of the following as elected by the employer in the
adoption agreement:

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

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

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

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

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

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

         (d) Other amounts which received special tax benefits, or contributions
         made by the employer (whether or not under a salary reduction
         agreement) towards the purchase of an annuity contract described in
         section 403(b) of the Internal Revenue Code (whether or not the
         contributions are actually excludable from the gross income of the
         employee) For any Self-Employed



                                       15
<PAGE>

         Individual, Compensation will mean Earned Income.

For limitation years beginning after December 31, 1991, for purposes of applying
the limitations of this article, compensation for a limitation year is the
compensation actually paid or made available in gross income during such
limitation year.

Notwithstanding the preceding sentence, compensation for a participant in a
defined contribution plan who is permanently and totally disabled (as defined in
section 22(e)(3) of the Internal Revenue Code) is the compensation such
participant would have received for the limitation year if the participant had
been paid at the rate of compensation paid immediately before becoming
permanently and totally disabled; such imputed compensation for the disabled
participant may be taken into account only if the participant is not a highly
compensated employee (as defined in section 1.26 of the Plan) and contributions
made on behalf of such participant are nonforfeitable when made.

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

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

3.18 Defined Contribution Fraction: A fraction, the numerator of which is the
sum of the Annual Additions to the Participant's account under all the defined
contribution plans (whether or not terminated) maintained by the Employer for
the current and all prior Limitation Years (including the Annual Additions
attributable to the Participant's nondeductible Employee contributions to all
defined benefit plans, whether or not terminated, maintained by the Employer,
and the Annual Additions attributable to all Welfare Benefit Funds, as defined
in section 419(e) of the Code, and Individual Medical Accounts, as defined in
section 415(l)(2) of the Code, maintained by the Employer), and the denominator
of which is the sum of the maximum aggregate amounts for the current and all
prior limitation years of service with the Employer (regardless of whether a
defined contribution plan was maintained by the Employer). The maximum aggregate
amount in any Limitation Year is the lesser of 125 percent of the dollar
limitation determined under sections 415(b) and (d) of the Code in effect under
section 415(c)(1)(A) of the Code or 35 percent of the Participant's Compensation
for such year.

If the Employee was a Participant as of the end of the first day of the first
Limitation Year beginning after December 31, 1986, in one or more defined
contribution plans maintained by the Employer which were in existence on May 6,
1986, the numerator of this fraction will be adjusted if the sum of this
fraction and the defined benefit fraction would otherwise exceed 1.0 under the
terms of this Plan. Under the adjustment, an amount equal to the product of:

         (a) the excess of the sum of the fractions over 1.0 times

         (b) the denominator of this fraction, will be permanently subtracted
         from the numerator of this fraction. The

                                       16
<PAGE>

         adjustment is calculated using the fractions as they would be computed
         as of the end of the last Limitation Year beginning before January 1,
         1987, and disregarding any changes in the terms and conditions of the
         Plan made after May 6, 1986, but using the section 415 limitation
         applicable to the first Limitation Year beginning on or after January
         1, 1987.

The annual addition for any Limitation Year beginning before January 1, 1987,
shall not be recomputed to treat all Employee contributions as annual additions.

3.19 Special Rules for Plans Subject to Overall Limitations Under Code Section
415(e).

         (a) Recomputation Not Required: The Annual Addition for any Limitation
         Year beginning before January 1, 1987, shall not be recomputed to treat
         all Employee Contributions as an Annual Addition.

         (b) Adjustment of Defined Contribution Plan Fraction: If the Plan
         satisfied the applicable requirements of section 415 of the Code as in
         effect for all Limitation Years beginning before January 1, 1987, an
         amount shall be subtracted from the numerator of the defined
         contribution plan fraction (not exceeding such numerator) as prescribed
         by the Secretary of the Treasury so that the sum of the defined benefit
         plan fraction and defined contribution plan fraction computed under
         section 415(e)(1) of the Code does not exceed 1.0 for such Limitation
         Year.

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

3.21 Highest Average Compensation: The average compensation for the three
consecutive Years of Service with the Employer that produces the highest
average. A Year of Service with the Employer is the Plan Year.

3.22 Limitation Year: A calendar year or the 12 consecutive month period elected
by the Employer in the Adoption Agreement. All qualified plans maintained by the
Employer must use the same Limitation Year. If the Limitation Year is amended to
a different 12 consecutive month period, the new Limitation Year must begin on a
date within the Limitation Year in which the amendment is made.

3.23 Projected Annual Benefits: The annual retirement benefit (adjusted to an
actuarially equivalent straight life annuity if such benefits are expressed in a
form other than a Straight Life Annuity or Qualified Joint and Survivor Annuity)
to which the Participant would be entitled under the terms of the Plan assuming:

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

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

3.24 Employer: For purposes of the Article, Employer shall mean the Employer
that adopts this Plan, and all members of a controlled group of corporations (as
defined in section 414(b) of the Internal Revenue Code as modified by section
415(h)), all commonly controlled trades or businesses (as defined in section
414(c) as modified by section 415(h)) or affiliated service groups (as defined
in section 414(m)) of which the adopting Employer is a part, and any other
entity required to be aggregated with the Employer pursuant to regulations under
section 414(o) of the Code.

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

3.26 Defined Contribution Dollar Limitation: $30,000 or if greater, one-fourth
of the defined benefit dollar limitation set forth in section


                                       17
<PAGE>

415(b)(1) of the Code as in effect for the Limitation Year.

                                   ARTICLE IV
                               TOP-HEAVY PROVISION

Note: Provisions of Article IV shall apply only if the Plan is "Top-Heavy" as
defined in Article 4.4.

4.1 If the Plan is or becomes Top-Heavy in any Plan Year beginning after
December 31, 1983, the provisions of Article IV will supersede any conflicting
provisions in the Plan or Adoption Agreement.

4.2 Key Employee: Any Employee or former Employee (and the Beneficiaries of such
Employee) who at any time during the determination period was an officer of the
Employer, if such individual's annual Compensation exceeds 50 percent of the
dollar limitation under section 415(b)(1)(A) of the Code, an owner (or
considered an owner under section 318 of the Code) of one of the 10 largest
interests in the Employer if such individual's Compensation exceeds 100 percent
of such dollar limitation under section 415(c)(1)(A) of the Code, a 5 percent
owner of the Employer, or a 1 percent owner of the Employer who has annual
Compensation of more than $150,000. Annual Compensation means compensation as
defined in Article 3.16 of the Plan, but including amounts contributed by the
Employer pursuant to a salary reduction agreement which are excludable from the
Employee's gross income under section 125, section 402(e)(3), section
402(h)(1)(b), or section 403(b) of the Code.

The determination of who is a Key Employee will be made in accordance with
section 416(i)(1) of the Code and the regulations thereunder. The determination
period for purposes of this Article is the Plan Year containing the
Determination Date and the four (4) preceding Plan Years.

4.3 Non-Key Employee: Any Employee who is not a Key Employee as defined in
Article 4.2.

4.4 Top-Heavy Plan: For any Plan Year beginning after December 31, 1983, this
Plan is Top-Heavy if any of the following conditions exists:

         (a) If the Top-Heavy Ratio for this Plan exceeds 60 percent and this
         Plan is not part of any Required Aggregation Group or Permissive
         Aggregation Group of Plans.

         (b) If this Plan is part of a Required Aggregation Group of plans but
         not part of a Permissive Aggregation Group and the Top-Heavy Ratio for
         the group of plans exceeds 60 percent.

         (c) If this Plan is a part of a Required Aggregation Group and part of
         a Permissive Aggregation Group of plans and the Top-Heavy Ratio for the
         Permissive Aggregation Group exceeds
         60 percent.

4.5 Top-Heavy Ratio:

         (a) If the Employer maintains one or more defined contribution plans
         (including any Simplified Employee Pension Plan) and the Employer has
         not maintained any defined benefit plan which during the five (5) year
         period ending on the Determination Date(s) has or has had accrued
         benefits, the Top-Heavy Ratio for this Plan alone or for the Required
         or Permissive Aggregation Group as appropriate, is a fraction, the
         numerator of which is the sum of the account balances of all Key
         Employees as of the Determination Date(s) (including any part of any
         account balance distributed in the five (5) year period ending on the
         Determination Date(s)), and the denominator of which is the sum of all
         account balances (including any part of any Account Balance distributed
         in the five (5) year period ending on the Determination Date(s)), both
         computed in accordance with section 416 of the Code and the regulations
         thereunder.


                                       18
<PAGE>

         Both the numerator and denominator of the Top-Heavy Ratio are increased
         to reflect any contribution not actually made as of the Determination
         Date, but which is required to be taken into account on that date under
         section 416 of the Code and the regulations thereunder.

         (b) If the Employer maintains one or more defined contribution plans
         (including any Simplified Employee Pension Plan) and the Employer
         maintains or has maintained one or more defined benefit plans which
         during the five (5) year period ending on the Determination Date(s) has
         or has had any accrued benefits, the Top-Heavy Ratio for any Required
         or Permissible Aggregation Group as appropriate is a fraction, the
         numerator of which is the sum of account balances under the aggregated
         defined contribution plan or plans for all Key Employees, determined in
         accordance with (a) above, and the present value of accrued benefits
         under the aggregated defined benefit plan or plans for all Key
         Employees as of the Determination Date(s), and the denominator of which
         is the sum of the account balances under the aggregated defined
         contribution plan or plans for all Participants, determined in
         accordance with (a) above, and the present value of accrued benefits
         under the defined benefit plan or plans for all Participants as of the
         Determination Dates, all determined in accordance with section 416 of
         the Code and the regulations thereunder. The accrued benefits under a
         defined benefit plan in both the numerator and denominator of the
         Top-Heavy Ratio are increased for any distribution of an accrued
         benefit made in the five (5) year period ending on the Determination
         Date.

         (c) For purposes of (a) and (b) above, the value of Account Balances
         and the present value of accrued benefits will be determined as of the
         most recent Valuation Date that falls within or ends with the 12 month
         period ending on the Determination Date, except as provided in section
         416 of the Code and the regulations thereunder for the first and second
         Plan Years of a defined benefit plan. The Account Balances and accrued
         benefits of a Participant

         (1) who is not a Key Employee but who was a Key Employee in a prior
         year, or

         (2) who has not been credited with at least one Hour of Service with
         any Employer maintaining the Plan at any time during the five (5) year
         period ending on the Determination Date will be disregarded. The
         calculation of the Top-Heavy Ratio, and the extent to which
         distributions, rollovers, and transfers are taken into account, will be
         made in accordance with section 416 of the Code and the regulations
         thereunder. Deductible Employee Contributions will not be taken into
         account for purposes of computing the Top-Heavy Ratio. When aggregating
         plans, the value of the Account Balances and accrued benefits will be
         calculated with reference to the Determination Dates that fall within
         the same calendar year.

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

         (d) Permissive Aggregation Group: The Required Aggregation Group of
         plans plus any other plan or plans of the Employer which, when
         considered as a group with the Required Aggregation Group, would
         continue to satisfy the requirements of sections 401(a)(4) and 410 of
         the Code.

         (e) Required Aggregation Group:


                                       19
<PAGE>

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

         (2) Any other qualified plan of the Employer which enables a plan
         described in (1) to meet the requirements of sections 401(a)(4) or 410
         of the Code.

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

         (g) Present Value: Present value shall be based only on the interest
         and mortality rates specified in the Adoption Agreement.

4.6 Minimum Allocation:

         (1) Except as otherwise provided in (3) and (4) below, the Employer
         Contributions and forfeitures allocated on behalf of any Participant
         who is not a Key Employee shall not be less than the lesser of three
         percent of such Participant's compensation or in the case where the
         Employer has no defined benefit plan which designates this Plan to
         satisfy section 401 of the Code, the largest percentage of Employer
         Contributions and forfeitures, as a percentage of Key Employee's
         compensation as limited by section 401(a)(17) of the code, allocated on
         behalf of any Key Employee for that year. The minimum allocation is
         determined without regard to any Social Security contribution. This
         minimum allocation shall be made even though, under other plan
         provisions, the Participant would not otherwise be entitled to receive
         an allocation, or would have received a lesser allocation for the year
         because of (i) the Participant's failure to complete 1,000 hours of
         service (or any equivalent provided in the Plan), or (ii) the
         Participant's failure to make mandatory Employee Contributions to the
         Plan, or (iii) compensation less than a stated amount. The minimum
         allocation required (to the extent required to be nonforfeitable under
         section 416(b)) may not be forfeited under section 411(a)(3)(B) or
         411(a)(3)(D).

         (2) For purposes of computing the minimum allocation, compensation
         shall mean compensation as defined in the Adoption Agreement as limited
         by section 401(a)(17) of the Code.

         (3) The provision in (1) above shall not apply to any Participant who
         was not employed by the Employer on the last day of the Plan Year.

         (4) The provision in (1) above shall not apply to any Participant to
         the extent the Participant is covered under any other Plan or Plans of
         the Employer and the Employer has provided in the Adoption Agreement
         that the minimum allocation or benefit requirement applicable to
         Top-Heavy plans will be met in the other Plan or Plans.

4.7 Compensation Limitation: For any Plan Year in which the Plan is Top-Heavy,
only the first $150,000 (or such larger amount as may be prescribed by the
Secretary or his delegate) of a Participant's annual Compensation shall be taken
into account for purposes of determining Employer contributions under the Plan.

4.8 Minimum Vesting Schedule: For any Plan Year in which this Plan is Top-Heavy,
one of the minimum vesting schedules as elected by the Employer in the Adoption
Agreement will automatically apply to the Plan. The minimum vesting schedule
applies to all benefits within the meaning of section 411(a)(7) of the Code
except those attributable to Employee contributions, including benefits accrued
before the effective date of section 416 and benefits accrued before the Plan
became Top-Heavy. Further, no decrease in a Participant's



                                       20
<PAGE>

nonforfeitable percentage may occur in the event the Plan's status as Top-Heavy
changes for any Plan Year. However, this Article 4.8 does not apply to the
Account Balances of any Employee who does not have an Hour of Service after the
Plan has initially become Top-Heavy and such Employee's Account Balance
attributable to Employer contributions and forfeitures will be determined
without regard to this Article.

                                    ARTICLE V
                                  CONTRIBUTIONS

5.1 Employee Elective Deferrals: Each Participant may authorize the Employer to
reduce his/her compensation by the percentage indicated on the Adoption
Agreement (in lieu of receiving cash compensation), and to have such amount
deposited in the Participant Elective Deferral Account. Each eligible
Participant shall file a written election form with the Plan Administrator prior
to the date that he/she becomes a Participant specifying the portion of his/her
Compensation that is to be contributed to the Plan as an Elective Deferral. The
election of the Participant shall remain in effect unless a new election is
filed with the Plan Administrator. Any Participant election under this section
5.1 may not be made retroactively. Further, a participant may elect to commence,
modify or terminate Elective Deferrals during the thirty-day (30) period
immediately preceding the Plan's entry Date(s) defined in section 1.23 or such
other times as designated by the Plan Administrator. No Participant shall be
permitted to have Elective Deferrals made under this Plan, or any other
qualified plan maintained by the Employer, during any taxable year, in excess of
the dollar limitation contained in section 402(g) of the code in effect at the
beginning of such taxable year.

5.2 (a) Employer Matching Contributions: For each Eligible Employee who
authorizes Employee Elective Deferrals during the Plan Year, the Employer will
pay over to the Trustee an Employer Matching Contribution as set forth in the
Adoption Agreement. Employer Matching Contributions are subject to the
distribution provisions applicable to Employer Contributions in the underlying
plan document. The Employer Contributions will be considered made for a Plan
Year if made by the date specified in the applicable regulations and allocated
to a Participant's account for the Plan Year.

(b) Employer Qualified Matching Contribution: For each Eligible Employee who
authorizes Employee Elective Deferrals during the Plan Year, the Employer will
pay over to the Trustee an Employer Qualified Matching Contribution as set forth
in the Adoption Agreement. Employer Qualified Matching Contributions are subject
to the distribution and nonforfeitability requirements under section 401(k) of
the Code when made. The Qualified Matching Contributions will be considered made
for a Plan Year if made by the date specified in the applicable regulations and
allocated to a Participant's account for the Plan Year.

5.3 Profit Sharing Formula: If the Profit Sharing Formula is selected in the
Adoption Agreement, for each taxable year of the Employer, the Employer may
contribute to the Plan an amount which for each year, shall be determined at the
sole discretion of the Employer. All profit sharing contributions to the Plan
may be made without regard to current or accumulated earnings or profit of the
Employer for the taxable year or years ending within such year. Although the
Employer may contribute to this Plan irrespective of whether it has net profits,
the Employer intends the Plan to be a profit sharing plan for all purposes of
the Code. Notwithstanding the foregoing however, the Employer's contribution for
any taxable year shall not exceed the maximum amount allowable as a deduction to
the Employer under the provisions of Code Section 404. Contribution for a Plan
year shall be allocated to each eligible Employee who completed a year of
Service During such Plan year. At the election of the Employer on the Adoption
Agreement, an eligible Employee who completed a year of Service may also be
required to be employed on the last day of the Plan year in order to have
contributions allocated under this Article 5.3.

If elected on the Adoption Agreement, Employer contributions and forfeitures may
be integrated


                                       21
<PAGE>

with social security contributions made on each participant's behalf.

This plan may not provide for permitted disparity if the Employer maintains any
other plan that provides for permitted disparity and benefits any of the same
participants.

Employer contributions for the plan year plus any forfeitures will be allocated
to participants' accounts as follows:

STEP ONE: Contributions and forfeitures will be allocated to each participant's
account in the ratio that each participant's total compensation bears to all
participant's total compensation, but not in excess of 3% of each participant's
compensation.

STEP TWO: Any contributions and forfeiture remaining after the allocation in
Step One will be allocated to each participant's account in the ratio that each
participant's compensation for the plan year in excess of the integration level
bears to the excess compensation of all participants, but not in excess of 3% of
each participant's compensation. For purposes of this Step Two, in the case of
any participant who has exceeded the Cumulative Permitted Disparity Limit
described below, such participant's total compensation for the Plan Year will be
taken into account.

STEP THREE: Any contributions and forfeitures remaining after the allocation in
Step Two will be allocated to each participant's account in the ratio that the
sum of each participant's total compensation and compensation in excess of the
integration level bears to the sum of all participants' total compensation and
compensation in excess of the integration level, but not in excess of the profit
sharing maximum disparity rate. For purposes of this Step Three, in the case of
any Participant who has exceeded the Cumulative Permitted Disparity Limit
described below, two times such participant's total Compensation for the Plan
Year will be taken into account.

STEP FOUR: Any remaining Employer contributions or forfeitures will be allocated
to each participant's account in the ratio that each participant's total
compensation for the plan year bears to all participants' total compensation for
that year.

The integration level shall be equal to the taxable wage base or such lesser
amount elected by the Employer in the Adoption Agreement. The taxable wage base
is the contribution and benefit base in effect under section 230 of the Social
Security Act at the beginning of the plan year.

Compensation shall mean compensation as defined in section 1.12 of the Plan.

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

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



                                       22
<PAGE>

5.4 (a) General - The Employer may elect to make Qualified Nonelective
Contributions under the Plan on behalf of Employees as provided in the Adoption
Agreement. Allocation of Qualified Nonelective Contributions shall be made in
the ratio in which each Participant's Compensation for the Plan Year bears to
the total Compensation of all Participants for such Plan Year.

(b) Special - In lieu of distributing Excess Contributions as provided in
Article XI of the Plan, or Excess Aggregate Contributions as provided in Article
XII of the Plan, and to the extent elected by the Employer in the Adoption
Agreement, the Employer may make Special Qualified Nonelective Contributions on
behalf of Non-highly Compensated Employees that are sufficient to satisfy either
the Actual Deferral Percentage test or the Average Contribution Percentage test,
or both, pursuant to regulations under the Code. Allocation of Special Qualified
Nonelective Contributions shall be made to the accounts of only Non-highly
Compensated Participants and shall be made in the ratio in which each
Participant's Compensation for the Plan Year bears to the total Compensation of
all Participants for such Plan Year.

5.5 Transmitting of Contributions: All contributions transmitted to the Trust by
the Employer, shall be accompanied by written instructions from the Employer
specifying the Participants to whose account it is to be credited, the amounts
contributed by the Employer, the amounts of Voluntary Contributions contributed
by each Participant, and any other relevant information required by the Trustee.
The Trustee shall have no right or duty to inquire into the amount for any
contributions, but shall be accountable only for funds actually received by the
Trust.

5.6 Actual Deferral Percentage: For a specified group of Participants for a Plan
Year, the average of the ratios (calculated separately for each Participant in
such group) of:

         (a) the amount of Employer contributions actually paid over to the
         Trust on behalf of such Participant for the Plan Year to

         (b) the Participant's Compensation for such Plan Year (whether or not
         the Employee was a Participant for the entire Plan Year). Employer
         contributions on behalf of any Participant shall include:

         (1) any Elective Deferrals made pursuant to the Participant's deferral
         election, including Excess Elective Deferrals, but excluding Elective
         Deferrals that are taken into account in the Contribution Percentage
         test (provided the ADP test is satisfied both with and without
         exclusion of these Elective Deferrals); and

         (2) at the election of the Employer, Qualified Nonelective
         Contributions and Qualified Matching Contributions. For purposes of
         computing Actual Deferral Percentages, an Employee who would be a
         Participant but for the failure to make Elective Deferrals shall be
         treated as a Participant on whose behalf no Elective Deferrals are
         made.

The Actual Deferral Percentage (hereinafter "ADP") for Participants who are
Highly Compensated Employees for each Plan Year and the ADP for Participants who
are Non-highly Compensated Employees for the same Plan Year must satisfy one of
the following tests: (i) The ADP for Participants who are Highly Compensated
Employees for the Plan Year shall not exceed the ADP for Participants who are
Non-highly Compensated Employees for the same Plan Year multiplied by 1.25; or
(ii) The ADP for Participants who are Highly Compensated Employees for the Plan
Year shall not exceed the ADP for Participants who are Non-highly Compensated
Employees for the same Plan Year multiplied by 2.0, provided that the ADP for
Participants who are Highly Compensated Employees does not exceed the ADP for
Participants who are Non-highly Compensated Employees by more than two (2)
percentage points.


                                       23
<PAGE>

In any Plan Year in which the elections by Eligible Employees would otherwise
cause the Elective Deferral Contribution to fail both of the tests described in
this Article, the Elective Deferral Contributions by Participants who are Highly
Compensated Employees shall be reduced to the extent necessary to satisfy at
least one of the tests.

The Percentage of Elective Deferrals for each Participant who is a Highly
Compensated Employee shall be the lesser of the percentage otherwise applicable
under this Article and Adoption Agreement or the adjusted maximum percentage
determined under this Article.

5.7 Special Rules

         (a) The ADP for any Participant who is a Highly Compensated Employee
         for the Plan Year and who is eligible to have Elective Deferrals (and
         Qualified Nonelective Contributions or Qualified Matching
         Contributions, or both, if treated as Elective Deferrals for purposes
         of the ADP test) allocated to his/her accounts under two or more
         arrangements described in section 401(k) of the Code, that are
         maintained by the Employer shall be determined as if such Elective
         Deferrals (and, if applicable, such Qualified Nonelective Contributions
         or Qualified Matching Contributions, or both) were made under a single
         arrangement. If a Highly Compensated Employee participates in two or
         more cash or deferred arrangements that have different Plan Years, all
         cash or deferred arrangements ending with or within the same calendar
         year shall be treated as a single arrangement. Notwithstanding the
         foregoing, certain plans shall be treated as separate if mandatorily
         disaggregated under regulations under section 401(k) of the Code.

         (b) In the event that this Plan satisfies the requirements of sections
         401(k), 401(a)(4), or 410(b) of the Code only if aggregated with one or
         more other plans, or if one or more other plans satisfy the
         requirements of such sections of the Code only if aggregated with this
         Plan, then this Article shall be applied by determining the ADP of
         Employees as if all such plans were a single Plan. For Plan Years
         beginning after December 31, 1989, plans may be aggregated in order to
         satisfy section 401(k) of the Code only if they have the same Plan
         Year.

         (c) For purposes of determining the ADP of a Participant who is a 5
         percent owner or one of the 10 most highly-paid Highly Compensated
         Employees, the Elective Deferrals (and Qualified Nonelective
         Contributions or Qualified Matching Contributions, or both, if treated
         as Elective Deferrals for purposes of the ADP test) and Compensation of
         such Participant shall include the Elective Deferrals (and, if
         applicable, Qualified Nonelective Contributions and Qualified Matching
         Contributions, or both) and Compensation for the Plan Year of Family
         Members, (as defined in section 414(q)(6) of the Code). Family Members
         with respect to such Highly Compensated Employees, shall be disregarded
         as separate Employees in determining the ADP both for Participants who
         are Non-highly Compensated Employees and for Participants who are
         Highly Compensated Employees.

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

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

         (f) The determination and treatment of the ADP amounts of any
         Participant shall


                                       24
<PAGE>

         satisfy such other requirements as may be prescribed by the Secretary
         of the Treasury.

5.8 Hardship Withdrawals of Elective Deferrals: If elected by the Employer on
the Adoption Agreement, a distribution of Elective Deferrals (and earning
thereon accrued as of December 31, 1988) may be made to a Participant in the
event of hardship. For the purpose of this section, hardship is defined as an
immediate and heavy financial need of the Employee where such Employee lacks
other available resources. Hardship distributions are subject to the spousal
consent requirements contained in sections 401(a)(11) and 417 of the Code.

A Participant may withdraw amounts from his/her Elective Deferral Account by
transmitting a written request to the Employer at such times and in such a
manner as shall be prescribed by the Employer subject to the following
provisions:

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

         (1) deductible medical expenses (within the meaning of section 213(d)
         of the Code) of the Employee, the Employee's spouse, children, or
         dependents;

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

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

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

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

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

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

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

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

Only one hardship withdrawal shall be permitted for each Participant during a
twelve (12) month period. The withdrawal shall be paid to the Participant as
soon as administratively feasible after the Participant's written request is
submitted to the Employer and the Participant's account shall be charged
accordingly as of such date. No makeup contributions are permitted.

5.9 Contributions Percentage (For Plans with Employer Matching Contributions):
The Average Contribution Percentage for Participants who are Highly Compensated
Employees for each Plan Year and the Average Contribution Percentage for
Participants who are Non-highly Compensated Employees for the


                                       25
<PAGE>

same Plan year must satisfy one of the following tests:

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

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

5.10 Definitions:

         (a) "Aggregate Limit" shall mean the sum of:

         (1) 125 percent of the greater of the ADP of the Non-highly Compensated
         Employees for the Plan Year or the ACP of Non-highly Compensated
         Employees under the Plan subject to Code Section 401(m) for the Plan
         Year beginning with or within the Plan Year of the CODA; and

         (2) the lesser of 200 percent or two plus the lesser of such ADP or
         ACP.

         (3) "Lesser" is substituted for "greater" in "(1)" above, and "greater"
         is substituted for "lesser" after "two plus the" in "(2)" if it would
         result in a larger Aggregate Limit.

         (b) "Average Contribution Percentage" shall mean the average of the
         Contribution Percentages of the Eligible Participants in a group.

         (c) "Contribution Percentage" shall mean the ratio (expressed as a
         percentage) of the Participant's Contribution Percentage. Amounts to
         the Participant's compensation for the Plan Year (whether or not the
         Employee was a Participant for the entire Plan Year).

         (d) "Contribution Percentage Amounts" shall mean the sum of the
         Employee Contributions, Matching Contributions, and Qualified Matching
         Contributions (to the extent not taken into account for purposes of the
         ADP test) made under the Plan on behalf of the participant for the Plan
         Year. Such Contribution Percentage Amounts shall not include matching
         contributions that are forfeited either to correct Excess Aggregate
         contributions or because the contributions to which they relate are
         Excess Deferrals, Excess Contributions, or Excess Aggregate
         Contributions. If so elected in the Adoption Agreement, the Employer
         may include Qualified Nonelective Contributions in the Contribution
         Percentage Amounts. The Employer also may elect to use Elective
         Deferrals in the Contribution Percentage Amounts so long as the ADP
         test is met before the Elective Deferrals are used in the ACP test and
         continues to be met following the exclusion of these Elective Deferrals
         that are used to meet the ACP test.

         (e) "Eligible Participant" shall mean any Employee who is eligible to
         make an Employee Contribution, or an Elective Deferral (if the Employer
         takes such contributions into account in the calculation of the
         Contribution Percentage), or to receive a Matching Contribution
         (including forfeitures), or a Qualified Matching Contribution. If an
         Employee Contribution is required as a


                                       26
<PAGE>

         condition of Participation in the Plan, any Employee who would be a
         Participant in the Plan, if such Employee made such a contribution
         shall be treated as an eligible Participant on behalf of whom no
         Employee Contributions are made.

         (f) "Employee Contribution" shall mean any contribution made to the
         Plan by or on behalf of a Participant that is included in the
         Participant's gross income in the year in which made and that is
         maintained under a separate account to which earnings and losses are
         allocated.

         (g) "Matching Contribution" shall mean an Employer contribution made to
         this or any other defined contribution plan on behalf of a Participant
         on account of an Employee Contribution made by such Participant, or on
         account of a Participant's Elective Deferral, under a Plan maintained
         by the Employer.

5.11 Special Rules:

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

(b) For purposes of this section, the Contribution Percentage for any
Participant who is a Highly Compensated Employee and who is eligible to have
Contribution Percentage Amounts allocated to his or her account under two or
more plans described in section 410(a) of the Code, or arrangements described in
section 401(k) of the Code that are maintained by the Employer, shall be
determined as if the total of such Contribution Percentage Amounts was made
under each plan. If a Highly Compensated Employee participates in two or more
cash or deferred arrangements that have different plan years, all cash or
deferred arrangements ending with or within the same calendar year shall be
treated as a single arrangement. Notwithstanding the foregoing, certain plans
shall be treated as separate if mandatorily disaggregated under regulations
under section 401(m) of the Code.

(c) In the event that this Plan satisfies the requirements of sections 401(m),
401(a)(4) or 410(b) of the Code only if aggregated with one or more other plans,
or if one or more other plans satisfy the requirements of such sections of the
Code only if aggregated with this Plan, then this section shall be applied by
determining the Contribution Percentage of Employees as if all such plans were a
single plan. For Plan Years beginning after December 31, 1989, plans may be
aggregated in order to satisfy section 401(m) of the Code only if they have the
same Plan Year.

(d) For purposes of determining the Contribution Percentage of a Participant who
is a five percent owner or one of the ten most highly paid Highly Compensated
Employees, the Contribution Percentage Amounts and Compensation of such
Participant shall include the Contribution Percentage Amounts and Compensation
for the Plan Year of Family Members (as defined in section 414(q)(6) of the
Code). Family Members, with respect to Highly Compensated Employees, shall be
disregarded as separate Employees in determining the Contribution Percentage
both for Participants who are Non-highly Compensated Employees and for
Participants who are Highly Compensated Employees.


                                       27
<PAGE>

(e) For purposes of determining the Contribution Percentage test, Employee
Contributions are considered to have been made in the Plan Year in which
contributed to the Trust. Matching Contributions and Qualified Non-elective
Contributions will be considered made for a Plan Year if made no later than the
end of the twelve (12) month period beginning on the day after the close of the
Plan Year.

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

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

5.12 Control of Trade or Business by the Owner-Employee: If this Plan provides
contributions or benefits for one or more Owner-Employees who control both the
business for which the Plan is established and one or more other trades of
business, this Plan and the Plan established for other trades or businesses
must, when looked at as a single Plan, satisfy Sections 401(a) and (d) for the
Employees of this and all other trades or businesses.

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

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

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

         (a) own the entire interest in an incorporated trade or business, or

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

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

5.13 Timing of Contribution: Any contribution of the Employer in respect of any
Plan Year shall be paid to the Trust in one or more installments not later than
the time prescribed by law for filing the Employer's federal income tax returns,
including extensions thereof.

5.14 Forfeitures: Pursuant to the Employer's election on the Adoption Agreement,
forfeitures will be either re-allocated in the ratio that the Compensation of
each Participant bears to that of all Participants or used to reduce Employer
contributions for the next Plan Year.

5.15 Forfeitures-Withdrawal of Employee Contributions: No forfeitures will occur
solely as a result of an Employee's withdrawal of Employee contributions.

5.16 Reinstatement of Benefit: If a benefit is forfeited because the Participant
or Beneficiary cannot be found, such benefit will be reinstated if a claim is
made by the Participant or Beneficiary.


                                       28
<PAGE>

5.17 No loss of Employee Contributions: In no event, can the Employer terminate
the rights of the Participant or the Participant's Beneficiary to the Account
Balance of the Participant's Voluntary Benefit Account.

5.18 Separate Accounting: The Trustee will maintain a separate account for each
Employee to which will be credited the Employer contributions and earnings
thereon.

5.19 Annual overall permitted disparity limit: Notwithstanding the preceding
paragraphs, for any Plan year this Plan benefits any Participant who benefits
under another qualified plan or simplified employee pension, as defined in
section 408(k) of the Code, maintained by the Employer that provides for
permitted disparity (or imputes disparity), Employer contributions and
forfeitures will be allocated to the account of each Participant who meets the
requirements for receiving an Employer contribution, as listed on the Adoption
Agreement, in the ratio that such Participant's total Compensation bears to the
total Compensation of all Participants.

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

Compensation shall mean compensation as defined in Article 3.16 of the Plan.

5.20 The provisions of the CODA may be made effective as of the first day of the
Plan Year in which the CODA is adopted. However, under no circumstances may a
salary reduction agreement or other deferral mechanism be adopted retroactively.

5.21 An Employee's eligibility to make Elective Deferrals under CODA may not be
conditioned upon the completion of more than one (1) Year of Service or the
attainment of more than age twenty-one (21). No contributions or benefits (other
than Matching Contributions or Qualified Matching Contributions) may be
conditioned upon an Employee's Elective Deferrals.

                                   ARTICLE VI
                             PARTICIPANT'S ACCOUNTS

6.1 Master Employer Directed Account: Pursuant to the Employer's election on the
Adoption Agreement to establish a Master Employer Directed Account, the Trustee
shall set up a single Master Employer Directed Account with subaccounting for
each Participant. The contributions for the year shall be credited to the
account at the time the contribution is made, but in any event not later than
2-1/2 months after the end of the Plan Year (or the date of the Employer tax
filing) with respect to which contribution is made or such other times as
provided in the applicable regulations under the Code.

6.2 Employee Directed Account: Pursuant to the Employer's election on the
Adoption Agreement to establish Employee Directed Accounts, the Trustee shall
set up an Employee Directed Account for each Participant. The contributions for
the year shall be allocated to the Employee Directed Accounts at the time the
contribution is made, not later than 2 1/2 months (or the date of the Employer
tax filing) following the end of the Plan Year with respect to which the
contribution is made or such other time as provided in the applicable
regulations under the Code.

6.3 Establishment of Participant Accounts, Employer Matching Account, and
Employer Optional Contribution Accounts: The amount deferred by Participant
under Article V shall be turned over to the Trustee to be held in the Employee
Directed Account or Master Employer Directed Account(s) for the Participant
called a Participant


                                       29
<PAGE>

Cash Deferral Account. The amount deferred by each Participant shall always be
nonforfeitable The Amount contributed, if any, by the Employer on behalf of each
Participant will be turned over to the Trustee to be held in an account(s) or
subaccounts for the Participant called an Employer Matching Account or Employer
Optional Contributions Account.

Contributions by each Participant shall be allocated to an individual or
subaccount established for him/her when such contributions are made
Contributions by the Employee shall be made no later than 30 days after the Plan
Year or such other time as provided in the applicable regulations under the
Code.

6.4 Computing Vested Interest:

         (a) Except as noted in the Adoption Agreement, all Years of Service
         shall be included for determining vested interest.

         (b) For purposes of computing an Employee's non-forfeitable right to
         the Account Balance derived from Employer contributions, Years of
         Service and Breaks in Service will be measured by the Plan Year.

6.5 Vested Break in Service:

         (a) 1 Year Holdout: In the case of a Participant who has incurred a
         one-year Break in Service, Years of Service before such break will not
         be taken into account until the Participant has completed a Year of
         Service after such Break in Service.

         (b) Vesting in Pre-Break and Post-Break Account: In the case of a
         Participant who has five (5) or more consecutive one-year Breaks in
         Service, all service after such Breaks in Service will be disregarded
         for the purpose of vesting the Employer-derived Account Balance that
         accrued before such Breaks in Service.

         Such Participant's pre-break will count in vesting for the post-break
         Employer-derived accrued benefit only if either:

         (1) such Participant has any nonforfeitable interest in the accrued
         benefit attributable to the Employer contributions at the time of
         separation from service, or

         (2) upon returning to service the number of consecutive one-year Breaks
         in Service is less than the number of years of Service.

         Separate accounts will be maintained for the Participant's pre-break
         and post-break Employer-derived Account Balance Both accounts will
         share in the earnings and losses of the fund.

         (c) Vesting Break in Service - Rule of Parity: In the case of a
         Participant who has five or more consecutive one-year Breaks in
         Service, the Participant's pre-break service will count in vesting of
         the Employer-derived accrued benefit only if either:

         (1) such Participant has any nonforfeitable interest in the accrued
         benefit attributable to the Employer contributions at the time of
         separation from service, or

         (2) upon returning to service the number of consecutive one-year Breaks
         in Service is less than the number of years of Service.

         (d) In order to determine the vested interest of a Participant after a
         Break in Service, the following shall apply:

         (1) If the Employer has elected in the Adoption Agreement to credit
         Service based on Elapsed Time, then, for purposes of the vesting
         schedule selected in the Adoption Agreement, the


                                       30
<PAGE>

         crediting of Service shall be subject to the following:

         (a) If a Participant who has voluntarily terminated employment or has
         been discharged by the Employer returns to employment and is credited
         with an Hour of Service on or before incurring a Period of Severance
         (consisting of less than 12 consecutive months), the Participant will
         receive credit for the time elapsed during such absence;

         (b) If a Participant is absent for a reason other than termination or
         discharge and then voluntarily terminates or is discharged, the date on
         which the Participant must first be credited with an Hour of Service to
         receive credit for the time elapsed during such absence is the first
         anniversary of the first day of absence;

         (c) If a Participant has a Period of Severance of five (5) years or
         more, then Service after such Period of Severance shall not be taken
         into account for purposes of determining the nonforfeitable percentage
         of the Participant's Accrued Benefit derived from Employer
         Contributions which accrued prior to such Period of Severance.

         (2) If the Employer has elected in the Adoption Agreement to credit
         Service based on Hours of Service and Years of Service, then, for
         purposes of the vesting schedule selected in the Adoption Agreement,
         the crediting of Service shall be determined as follows:

         (a) In the case of a participant who has five (5) consecutive one-year
         Breaks in Service, all years of Service after such breaks in Service
         shall be disregarded for purposes of determining the participant's
         Vested Accrued Benefit derived from Employer Contributions which
         accrued before such breaks, but both pre-break and post-breaks Service
         shall count for purposes of determining the Participant's vested
         Accrued Benefit derived from Employer Contributions accruing after such
         breaks. Both accounts shall share in the earnings and losses of the
         Trust;

         (b) In the case of a Participant who does not have five (5) consecutive
         one-year Breaks in Service, both the pre-break and post-break Service
         shall count in determining both the Participant's pre-break and
         post-break Vested Accrued Benefit derived from Employer Contributions.

6.6 Vesting on Distribution Before Break in Service.

         (a) If an Employee terminates service, and the value of the Employee's
         vested Account Balance derived from Employer and Employee contributions
         is not greater then $3,500, the Employee will receive a distribution of
         the value of the entire vested portion of such Account Balance and the
         nonvested portion will be treated as a forfeiture. For purposes of this
         Article, if the value of an Employee's vested Account Balance is zero,
         the Employee shall be deemed to have received a distribution of such
         vested Account Balance. A Participant's vested Account Balance shall
         not include accumulated deductible employee contributions within the
         meaning of section 72(o)(5)(B) of the Code for Plan Years beginning
         prior to January 1, 1989.

         (b) If an Employee terminates service, and elects (with his or her
         spouse's consent) to receive the value of the Employee's vested Account
         Balance, the nonvested portion will be treated as a forfeiture. If the
         Employee elects to have distributed less than the entire vested portion
         of the Account Balance derived from Employer contributions, the part of
         the nonvested portion of such account that will be treated as a
         forfeiture is the total nonvested portion multiplied by a


                                       31
<PAGE>

         fraction, the numerator of which is the amount of the distribution
         attributable to Employer contributions and the denominator of which is
         the total value of the vested Employer-derived Account Balance.

         (c) If an Employee receives or is deemed to receive a distribution
         pursuant to this Article and the Employee resumes employment covered
         under this Plan, the Employee's Employer-derived Account Balance will
         be restored to the amount on the date of the distribution, if the
         Employee repays to the Plan the full amount of the distribution
         attributable to Employer contributions before the earlier of five (5)
         years after the first date on which the Participant is subsequently
         re-employed by the Employer or the date the Participant incurs five (5)
         consecutive one-year Breaks in Service following the date of the
         distribution. If an Employee is deemed to receive a distribution
         pursuant to this Article, and the Employee resumes employment covered
         under this Plan before the date the Participant incurs five (5)
         consecutive one-year Breaks in Service, upon the reemployment of such
         Employee, the Employer-derived Account Balance of the Employee will be
         restored to the amount on the date of such deemed distribution.

         (d) If the value of a Participant's vested Account Balance derived from
         Employer and Employee contributions exceeds (or at the time of any
         prior distribution exceeded) $3,500, and the Account Balance is
         immediately distributable, the Participant and the Participant's spouse
         (or where either the Participant or the spouse has dies, the survivor)
         must consent to any distribution of such Account Balance The consent of
         the Participant and the Participant's spouse shall be obtained in
         writing within the 90-day period ending on the Annuity Starting Date.
         The Annuity Starting Date is the first day of the first period for
         which an amount is paid in an annuity or any other form. The Plan
         Administrator shall notify the Participant and the Participant's spouse
         of the right to defer any distribution until the Participant's Account
         Balance is no longer immediately distributable. Such notification shall
         include a general description of the material features, and an
         explanation of the relative values of, the optional forms of benefit
         available under the Plan in a manner that would satisfy the notice
         requirements of Code Section 417(a)(3), and shall be provided no less
         than 30 days and no more than 90 days prior to the Annuity Starting
         Date. However, distribution may commence less than 30 days after the
         notice described in the preceding sentence is given, provided the
         distribution is one to which sections 401(a)(11) and 417 of the
         Internal Revenue Code do not apply, the Plan Administrator clearly
         informs the Participant that the Participant has a right to a period of
         at least 30 days after receiving the notice to consider the decision of
         whether or not to elect a distribution option, (and, if applicable, a
         particular distribution option), and the Participant, after receiving
         the notice, affirmatively elects a distribution.


Notwithstanding the foregoing, only the Participant need consent to the
commencement of a distribution in the form of a Qualified Joint and Survivor
Annuity while the Account Balance is immediately distributable. (Furthermore, if
payment in the form of a Qualified Joint and Survivor Annuity is not required
with respect to the Participant pursuant to Article XX of the Plan, only the
Participant need to consent to the distribution of an Account Balance that is
immediately distributable.) Neither the consent of the Participant nor the
Participant's spouse shall be required to the extent that a distribution is
required to satisfy section 401(a)(9) or section 415 of the Code. In addition,
upon termination of this Plan if the Plan does not offer an annuity option
(purchased from a commercial provider), and if the Employer or any entity within
the


                                       32
<PAGE>

same controlled group as the Employer does not maintain another defined
contribution (other than an employee stock ownership plan as defined in section
4975(e)(7) of the Code), the Participant's Account Balance will, without the
Participant's consent be distributed to the Participant. However, if any entity
within the same controlled group as the Employer maintains another defined
contribution plan (other than an Employee Stock Ownership Plan as defined in
section 4975(e)(7) of the Code), then the Participant's Account Balance will be
transferred, without the Participant's consent, to the other plan if the
Participant does not consent to an immediate distribution.

An Account Balance is immediately distributable if any part of the Account
Balance could be distributed to the Participant (or surviving spouse) before the
Participant attains (or would have attained if not deceased), the later of
Normal Retirement Age or age 62. For purposes of determining the applicability
of the foregoing consent requirements to distributions made before the first day
of the first Plan Year beginning after December 31, 1988, the Participant's
vested Account Balance shall not include amounts attributable to accumulated
deductible employee contributions within the meaning of section 72(o)(5)(B) of
the Code.

                                   ARTICLE VII
                                    VALUATION

7.1 Valuations: The assets of the Plan will be valued annually at fair market
value as of the last day of the Plan Year. On such date, the earnings and losses
of the Plan will be allocated to each Participant's account in the ratio that
such Account Balance bears to all account balances. Such Valuations may consist
of copies of regularly issued broker-dealer statements, copies of insurance
company summary account statements and copies of account statements representing
other lawful trust investment administratively acceptable to the Trustee,
including, but not limited to mutual fund statements. For purposes of this
Article, the Trustee's determination shall be final and conclusive.

7.2 Allocation: Net income or net loss shall be ascertained by the Employer or
agent and shall mean the profits (from sales of assets) and income actually
realized and received less any losses and expenses actually incurred and paid
plus any net increases or minus any net decreases in the value of the assets
even though not actually realized or received or incurred and paid; provided
that in valuing the assets of each Participant's Account in the Trust, expenses
of liquidation shall be considered.

A Participant's Account Balance shall be adjusted as of each Valuation Date, in
accordance with this Article, based on the performance of the investment fund or
funds selected by the Participant. Any adjustment of Account Balances for
appreciation or depreciation of an investment fund shall be deemed to have been
made as of the Valuation Date on which the adjustment relates, notwithstanding
they are actually made as of a later date.

7.3 Accounting for the Allocations: The Trustee may establish accounting
procedures for the purpose of making allocations, valuations, and adjustments to
the Participant's Accounts provided for in this Article. From time to time, the
Trustee may modify its accounting procedures for the purpose of achieving
equitable and nondiscriminatory allocations among the Accounts of Participants
in accordance with the general concepts of the Plan and the provisions of this
Article.


7.4 Additional Employer Contributions: If, with respect to any Plan Year, any
Participant's Account is credited with an incorrect amount of Employer
Contributionsor earnings to which such Participant is entitled under the Plan,
or if an error is made with respect to the investment of the assets of the Trust
Fund, which error results in an incorrect amount being credited to a
Participant's Account, remedial action may be taken in accordance with this
paragraph In such event, the Plan may adjust such account balances which would
have existed had no such error been made Further, the Employer may make
additional contributions to the Account of


                                       33
<PAGE>

any affected participant to place the affected Participant's Account in the
position that would have existed if the error had not been made. Any Account
adjustments or additional contributions made under this section of the Plan
shall be made on a uniform and non-discriminatory basis.

                                  ARTICLE VIII
                                   INVESTMENTS

8.1 Employee Directed Accounts: Pursuant to the Participant's direction or the
direction of their designated Agent, the Trustee shall invest and reinvest all
or any part of the Participant's Employee Directed Account, and/or Voluntary
Benefit Account in:

         (a) securities obtainable through a stockbroker selected by the
         Employer and approved by the Trustee either "over the counter" or on a
         recognized exchange. This Plan allows the acquisition or holding of
         qualifying Employer securities or qualifying Employer real property
         which are administratively acceptable to the Trustee,

         (b) life insurance, endowment, or annuity contracts,

         (c) limited partnership investments (value of such limited partnerships
         cannot exceed the vested value of the Participant's Employee Directed
         Account),

         (d) other lawful trust investments, which are administratively
         acceptable to the Trustee,

         (e) any combination of the above, without any duty to diversify.
         Identification of an investment as administratively acceptable or not
         administratively acceptable does not constitute a determination by the
         Trustee of the prudence or advisability of the investment nor does the
         Trustee provide investment advice, recommend, or evaluate the merits or
         suitability of any investment.

The Plan Administrator may adopt rules applied on an equitable and
nondiscriminatory basis regarding the transfer of assets to and/or from any
investment funds selected by the Participant. All investment transfers of assets
must be initiated by a written election submitted by the Participant to the Plan
Administrator. The Plan Administrator shall direct the Trustee to transfer
moneys or other property from the appropriate investment fund(s) to the other
investment fund(s). Such transfer shall be processed in accordance with uniform
rules therefore established by the Plan Administrator, as soon as
administratively feasible after the Participant's written request is submitted
to the Plan Administrator.

8.2 Master Employer Directed Account: Pursuant to the direction of the Employer
indicated on the Adoption Agreement or the Employer's designated Agent, the
Trustee shall invest and reinvest all or any part of the Trust Fund in:

         (a) securities obtainable through the brokerage firm named in the
         Adoption Agreement (or any other stockbroker selected by the Employer
         and approved by the Trustee) either "over the counter" or on a
         recognized exchange. This Plan allows the acquisition or holding of
         qualifying Employer securities or qualifying Employer real property
         which are administratively acceptable to the Trustee,

         (b) life insurance endowment or annuity contracts,

         (c) other lawful trust investments, which are administratively
         acceptable to the Trustee, or

         (d) any combination of the above. Identification of an investment as
         administratively acceptable or not administratively acceptable does not
         constitute a determination by the Trustee


                                       34
<PAGE>


         of the prudence or advisability of the investment nor does the Trustee
         provide investment advice, recommend, or evaluate the merits or
         suitability of any investment.

8.3 Investment of Voluntary Benefit Account: The accounting of all Voluntary
Benefit Accounts shall be kept separate from Employee Directed Account or Master
Employer Directed Account. The investment of Voluntary Benefit Account shall be
directed by the Participant in accordance with Article 8.1 above, if applicable.

                                   ARTICLE IX
                             VOLUNTARY CONTRIBUTIONS

9.1 Right to Make Voluntary Contributions: Each Employee who is a Participant
and who renders service during the year, may elect to make Voluntary
Contributions hereunder, if the right to make such contributions is indicated on
the Adoption Agreement. Such contributions shall be credited by the Trustee when
received to a separate Voluntary Benefit Account maintained for the Participant
in the Trust.

9.2 Amount of Voluntary Contributions: The Participant will, in no event, be
permitted to make Voluntary Contributions which, in the aggregate, exceed 10
percent of his/her Compensation while a Participant in this Plan or any other
Plan of the Employer qualified under Section 401(a) of the Internal Revenue
Code. However, regardless of the 10 percent limitation referenced above, the
amount of Voluntary Contributions the Participant is permitted to make will be
subject to the Average Contribution Percentage test described in Article 5.9.

9.3 Election to Make Voluntary Contribution: A Participant shall elect to make
Voluntary Contributions in any manner approved by the Employer which is
consistent with the orderly administration of the Plan. The percentage of amount
specified in the election shall be withheld by the Employer from the paychecks
of each such electing Participant and turned over to the Trustee. The election
may be revoked in any manner determined by the Employer. A subsequent election
to contribute or a change in the basis of contribution may be made only as
provided for in an original election. The Employer may, from time to time,
permit Participants to make Voluntary Contributions other than withholding
Voluntary Contributions and earnings therein will be nonforfeitable at all
times.

9.4 Benefits Payable from Voluntary Contributions: Each Participant shall have a
fully vested and nonforfeitable right to his/her Voluntary Benefit Account. The
Account Balance shall be paid to the Participant upon retirement, death,
disability, or other termination of Employment in the form prescribed by in
Article XIV.

9.5 Withdrawals from Voluntary Benefit Account: With no less than 90 days
advance notice to the Employer effective when delivered to the Employer, a
Participant may withdraw all or any portion of his Voluntary Contribution
Account and the actual earnings thereon. If the Plan maintains sub-accounts with
respect to Voluntary Contributions (and earnings thereon) which were made on or
before a specified date, a Participant shall be permitted to designate which
sub-account shall be the source of his withdrawal. The amount of the withdrawal
shall not exceed the lesser of:

         (a) the aggregate amount of such contributions but not including any
         earnings (including capital appreciation) thereon; or

         (b) the value of the Participant's Voluntary Benefit Account.

The notice required by this Article shall be in writing and shall specify the
amount to be withdrawn in percentage of total Account Balance as of the
effective date of the notice or shall be given in some other suitable manner.
Such notice shall not be revocable or amendable after delivery to the Employer;
provided, however, that it shall be revoked automatically upon retirement,
termination of employment for reason of disability or otherwise, or death of the


                                       35
<PAGE>


Participant prior to its effective date. The amount withdrawn shall be paid by
the Trustee in cash, or in kind, as permissible by the Plan, to the withdrawing
Participant and shall be charged to the Participant's Voluntary Benefit Account
as the date of withdrawal. Notwithstanding any other condition set forth in this
Article, a Participant must obtain the consent of his or her spouse, if any,
within the 90 day period prior to any withdrawal from the Participant's
Voluntary Benefit Account.

9.6 The Plan will not allow or accept deductible employee contributions. In
addition, deductible contributions may not be transferred/rolled over to this
plan.

                                    ARTICLE X
                        DISTRIBUTION OF EXCESS DEFERRALS

10.1 A Participant may assign to this Plan any Excess Elective Deferrals made
during a taxable year of the Participant by notifying the Plan Administrator on
or before the date specified in Article 10.3 of the amount of the Excess
Elective Deferrals to be assigned to the Plan. Notwithstanding any other
provision of the Plan, Excess Elective Deferrals, plus any income and minus any
loss allocable thereto, shall be distributed no later than April 15 to any
Participant to whose account Excess Elective Deferrals were assigned for the
preceding year and who claims excess Elective Deferrals for such taxable year. A
participant is deemed to notify the Plan Administrator of any Excess Elective
Deferrals that arise by taking into account only those Elective Deferrals made
to this Plan and any other plans of the Employer.

10.2 Definitions:

         (a) "Elective Deferrals" for purposes of this Article shall mean any
         Employer contributions made to the Plan at the election of the
         Participant, in lieu of cash compensation, and shall include
         contributions made pursuant to a salary reduction agreement or other
         deferral mechanism. With respect to any taxable year, a Participant's
         Elective Deferral is the sum of all Employer contributions made on
         behalf of such Participant pursuant to an election to defer under any
         qualified CODA as described in section 401(k) of the Code, any
         simplified, simplified Employee pension cash or deferred arrangement as
         described in Section 402(h)(1)(B), any eligible deferred compensation
         plan under Section 457, any plan as described under Code Section
         501(c)(18), and any Employer contributions made on the behalf of a
         Participant for the purchase of an annuity contract under Section
         403(b) pursuant to a salary reduction agreement. Elective deferrals
         shall not include any deferrals properly distributed as excess annual
         additions.

         (b) "Excess Elective Deferrals" shall mean those Elective Deferrals
         that are includable in a Participant's gross income under section
         402(g) of the Code to the extent such Participant's Elective Deferrals
         for a taxable year exceed the dollar limitation under such Code
         section. Excess Elective Deferrals shall be treated as Annual Additions
         under the Plan, unless such amounts are distributed no later than the
         first April 15 following the close of the Participant's taxable year.

10.3 Claims: The Participant's claim shall be in writing; shall be submitted to
the Plan Administrator no later than March 1; shall specify the Participant's
Excess Deferral Amount for the preceding calendar year; and shall be accompanied
by the Participant's written statement that if such amounts are not distributed,
such Excess Deferral Amounts, when added to amounts deferred under other plans
or arrangements described in sections 401(k), 408(k) or 403(b) of the Code,
exceeds the limit imposed on the Participant by section 402(g) of the Code for
the year in which the deferral occurred.

10.4 Determination of Income or Loss: Excess Elective Deferrals shall be
adjusted for any income or loss up to the date of distribution. The income or
loss allocable to Excess Elective Deferrals is the sum of:


                                       36
<PAGE>

         (a) income or loss allocable to the Participant's Elective Deferral
         account for the taxable year multiplied by a fraction, the numerator of
         which is such Participant's Excess Elective Deferrals for the year and
         the denominator is the Participant's account balance attributable to
         Elective Deferrals without regard to any income or loss occurring
         during such taxable year; and

         (b) ten percent of the amount determined under (a) multiplied by the
         number of whole calendar months between the end of the Participant's
         taxable year and the date of distribution, counting the month of
         distribution if distribution occurs after the 15th of such month.

                                   ARTICLE XI
                      DISTRIBUTION OF EXCESS CONTRIBUTIONS

11.1 Notwithstanding any other provision of this Plan, Excess Contributions,
plus any income and minus any loss allocable thereto, shall be distributed no
later than the last day of each Plan Year to Participants to whose accounts such
Excess Contributions were allocated for the preceding Plan Year. If such excess
amounts are distributed more than 2 1/2 months after the last day of the Plan
Year in which such excess amounts arose, a ten (10) percent excise tax will be
imposed on the Employer maintaining the Plan with respect to such amounts. Such
distributions shall be made to Highly Compensated Employees on the basis of the
respective portions of the Excess Contributions attributable to each of such
employees. Excess Contributions shall be allocated to Participants who are
subject to the family member aggregation rules of section 414(q)(6) of the Code
among the family members in proportion to the Elective Deferrals (and amounts
treated as Elective Deferrals) of each family member that is combined to
determine the combined Actual Deferral Percentage. Excess Contributions
(including amounts recharacterized) shall be treated as Annual Additions under
the Plan.

11.2 Excess Contributions shall mean, with respect to any Plan Year, the excess
of:

         (a) The aggregate amount of Employer contributions actually taken into
         account in computing the ADP of Highly Compensated Employees for such
         Plan Year, over

         (b) The maximum amount of such contributions permitted by the ADP test
         (determined by reducing contributions made on behalf of Highly
         Compensated Employees in order of the ADPs, beginning with the highest
         of such percentages).

11.3 Determination of Income or Loss: The Excess Contributions shall be adjusted
for income or loss up to the date of distribution. The income or loss allocable
to Excess Contributions is the sum of:

         (a) income or loss allocable to the Participant's Elective Deferral
         Account (and, if applicable, the Qualified Non-elective Contribution
         Account or the Qualified Matching Contributions Account or both) for
         the Plan Year multiplied by a fraction, the numerator of which is such
         Participant's Excess Contributions for the year and the denominator is
         the Participant's Account Balance attributable to Elective Deferrals
         (and Qualified Non-Elective Contributions or Qualified Matching
         Contributions, or both, if any of such contributions are included in
         the ADP test) without regard to any income or loss occurring during
         such Plan Year; and

         (b) ten percent of the amount determined under (a) multiplied by the
         number of whole calendar months between the end of the Plan Year and
         the date of distribution, counting the month of distribution if
         distribution occurs after the 15th of such month.

11.4 Accounting for Excess Contributions: Excess Contributions shall be
distributed from


                                       37
<PAGE>


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

11.5 Recharacterization: If the Employer has elected on the Adoption Agreement
to allow Participants to make Voluntary Contributions, a Participant may treat
his or her Excess Contributions as an amount distributed to the Participant and
then contributed by the Participant to the Plan. Recharacterized amounts will
remain nonforfeitable and subject to the same distribution requirements as
Elective Deferrals. Amounts may not be recharacterized by a Highly Compensated
Employee to the extent that such amount in combination with other Employee
Contributions made by the Employee would exceed any stated limit under the Plan
on Employee Contributions.

Recharacterization must occur no later than 2 1/2 months after the last day of
the Plan Year in which such Excess Contributions arose and is deemed to occur no
earlier than the date the last Highly Compensated Employee is informed in
writing of the amount recharacterized and the consequences thereof.
Recharacterized amounts will be taxable to the Participant for the Participant's
tax year in which the Participant would have received them in cash.

                                   ARTICLE XII
                             DISTRIBUTION OF EXCESS
                             AGGREGATE CONTRIBUTIONS

12.1 Notwithstanding any other provision of this Plan, Excess Aggregate
Contributions, plus any income and minus any loss allocable thereto, shall be
forfeited, if forfeitable, or if not forfeitable, distributed no later than the
last day of each Plan Year to Participants to whose accounts such Excess
Aggregate Contributions were allocated for the preceding Plan Year. Excess
Aggregate Contributions of Participants who are subject to the family member
aggregation rules shall be allocated among the family members in proportion to
the Employee and Matching Contributions (or amount treated as Matching
Contributions) of each family member that is combined to determine the combine
ACP. If such Excess Aggregate Contributions are distributed more than 2 1/2
months after the last day of the Plan Year in which such excess amounts arose, a
ten (10) percent excise tax will be imposed on the Employer maintaining the Plan
with respect to those amounts. Excess Aggregate Contributions shall be treated
as Annual Additions under the Plan.

12.2 Excess Aggregate Contributions shall mean, with respect to any Plan Year,
the excess of:

         (a) The aggregate Contribution Percentage Amounts taken into account in
         computing the numerator of the Contribution Percentage actually made on
         behalf of Highly Compensated Employees for such Plan Year, over

         (b) The maximum Contribution Percentage Amounts permitted by the
         Average Contribution Percentage test (determined by reducing
         contributions made on behalf of Highly Compensated Employees in order
         of their contribution percentages beginning with the highest of such
         percentages). Such determination shall be made after first determining
         Excess Elective Deferrals pursuant to Article X and then determining
         Excess Contributions pursuant to Article XI.

12.3 Determination of Income or Loss: Excess Aggregate Contributions shall be
adjusted for any income or loss up to the date of distribution. The income or
loss allocable to Excess Aggregate Contributions is the sum of:

         (a) income or loss allocable to the Participant's Employee Contribution


                                       38
<PAGE>

         Account, Matching Contribution Account, Qualified Matching Contribution
         Account (if any, and if all amounts therein are not used in the ADP
         test) and, if applicable, Qualified Non-elective Contribution Account
         and Elective Deferral Account for the Plan Year multiplied by a
         fraction, the numerator of which is such Participant's Excess Aggregate
         Contributions for the year and the denominator is the Participant's
         Account Balance(s) attributable to Contribution Percentage Amounts
         without regard to any income or loss occurring during such Plan Year;
         and

         (b) ten percent of the amount determined under (a) multiplied by the
         number of whole calendar months between the end of the Plan Year and
         the date of distribution, counting the month of distribution if
         distribution occurs after the 15th of such month.

12.4 Accounting for Excess Aggregate Contributions: Excess Aggregate
Contributions shall be distributed from the Participant's Employee Contribution
Account, and forfeited if otherwise forfeitable under the terms of the Plan (or,
if not forfeitable, distributed) from the Participant's Matching Contribution
Account in proportion to the Participant's Employee Contributions and Matching
Contributions for the Plan Year.

12.5 Allocation of Forfeitures:

Forfeitures of Excess Aggregate Contributions: Forfeitures of Excess Aggregate
Contributions may either be reallocated to the accounts of Non-highly
Compensated Employees or applied to reduce employer contributions, as designated
by the employer in the Adoption Agreement.

Notwithstanding the foregoing, no forfeitures arising under this Article shall
be allocated to the account of any Highly Compensated Employee.

                                  ARTICLE XIII
                            DISTRIBUTION REQUIREMENTS

13.1 Elective Deferrals, Qualified Non-elective Contributions, and Qualified
Matching Contributions, and income allocable to each are not distributable to a
Participant or his or her Beneficiary or Beneficiaries in accordance with such
Participant's or Beneficiary or Beneficiaries election, earlier than upon
separation from service, death, or disability. Such amounts may also be
distributed upon:

         (a) Termination of the Plan without the establishment of another
         defined contribution plan, other than an employee stock ownership plan
         (as defined in section 4975(e) or section 409 of the Code) or a
         simplified employee pension plan as defined in section 408(k).

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

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

         (d) The attainment of age 59 1/2 in the case of a profit sharing plan.

         (e) The hardship of the Participant as described in Article 5.8.

         (f) All distributions that may be made pursuant to one or more of the
         foregoing distributable events are subject to the


                                       39
<PAGE>

         spousal and participant consent requirements (if applicable) contained
         in sections 401(a)(11) and 417 of the Code. In addition, distributions
         after March 31, 1988, that are triggered by any of the first three
         events enumerated above must be made in a lump sum.

                                   ARTICLE XIV
                         OTHER DISTRIBUTION REQUIREMENTS

14.1 Subject to Article XX, Joint and Survivor Annuity Requirements (if
applicable), the requirements of this Article shall apply to any distribution of
a Participant's Account Balance and will take precedence over any inconsistent
provisions of this Plan. Unless otherwise specified, the provisions of this
Article apply to calendar years beginning after December 31, 1984. All
distributions required under this Article shall be determined and made in
accordance with the proposed regulations under section 401(a)(9), including the
minimum distribution incidental benefit requirement of section 401(a)(9)-2 of
the proposed regulations.

14.2 Distribution Options: The Employer has the sole responsibility to select
the distribution options under the Adoption Agreement. In no event shall a
participant be entitled to a distribution option under this Article 14.2 unless
that option has been selected by the Employer on the Adoption Agreement. A
Participant who ceases to be an Employee for any reason shall be entitled to
receive his nonforfeitable portion of his Account Balance. A Participant's
Beneficiary shall be entitled to receive the Participant's Account Balance, as
provided under Article 14.4, in the event of the participant's death. Subject to
the requirements of Article 6.6(d) if the Participant's Vested Account Balance
exceeds $3,500, a Participant or Beneficiary who is entitled to payment under
this Article may elect one of the following options:

         (a) To receive a lump sum payment equal to the nonforfeitable portion
         of the Participant's Account Balance determined as of the Valuation
         Date immediately following the date he ceases to be an Employee. Such
         payment shall commence as soon as administratively feasible following
         the date the Participant ceases to be an Employee. The payment shall be
         equal to the Participant's Account Balance as of such Valuation Date
         plus deposits and less withdrawals to the Participant's account since
         such Valuation Date. Notwithstanding the foregoing, for purposes of
         determining the Participant's Account Balance, if appropriate, the
         Account Balance shall reflect any appreciation or depreciation of an
         investment fund (selected by the Participant) and shall be deemed to
         have been made as of the Valuation Date on which the adjustments
         relate, notwithstanding they are actually made as of a later date;

         (b) To receive a lump sum payment equal to the nonforfeitable portion
         of the Participant's Account Balance, as of any Valuation Date
         specified under paragraph (a) above, as requested by the Participant
         but not beyond the required Beginning Date.

         Such payment shall commence as soon as administratively feasible after
         the Participant's written request. The payment shall be equal to the
         nonforfeitable portion of the Participant's Account Balance as of such
         Valuation Date, plus deposits and less withdrawals to the Participant's
         accounts since such Valuation Date.

         Notwithstanding the foregoing, for purposes of determining the
         Participant's Account Balance, if appropriate, the Account Balance
         shall reflect any appreciation or depreciation of an investment fund
         (selected by the Participant) and shall be deemed to have been made as
         of the Valuation Date on which the adjustments relate, notwithstanding
         they are actually made as of a later date.


                                       40
<PAGE>

         (c) To receive substantially equal installments in a frequency selected
         by the Participant (but limited to monthly, quarterly, semi-annually,
         or annually) over a designated period not to exceed ten years. Initial
         payment shall be made as soon as administratively feasible following
         the Participant's written request. Subject to Article 14.8, payments
         shall continue to the Participant's Beneficiary after his death until
         his entire Account Balance has been distributed. A Participant (or
         Beneficiary in the event of death) may elect to receive the unpaid
         Account Balance in a lump sum payment as of any future Valuation Date
         by submitting a written request to the Plan Administrator.
         Notwithstanding any contrary provision of this Plan, the distribution
         option under this paragraph (c) is available only to Participants who
         cease to be an Employee due to Retirement (Early or Normal), Death, or
         Disability.

         (d) To receive an annuity for the life of the Participant, if the
         Participant is unmarried, or a Joint and Survivor Annuity, if the
         Participant is married, subject to the requirements of Article XX.

         (e) To receive a life annuity with minimum payments guaranteed (period
         certain) under which benefit payments will commence on the
         Participant's actual retirement date and continue during his lifetime
         with the stipulation that if the minimum number of payments (as
         selected on the Adoption Agreement) have not been received prior to the
         Participant's death, payments in the same amount will be continued to a
         designated Beneficiary until the total number of benefit payments
         received by the Participant and/or his Beneficiary equals the minimum
         number selected.

14.3 Participant's Distribution Election: The Plan Administrator shall advise
the Participant (or Beneficiary in the event of death) of his payment options.
The Participant (or Beneficiary in the event of death) shall, prior to the
commencement of benefit payments, instruct the Plan Administrator in writing how
payment is to be made as permitted under Article 14.2. An election may be
revoked and a new election may be filed in writing with the Plan Administrator
any time prior to the commencement of benefits.

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

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

         (2) the Member, after receiving the notice, affirmatively elects a
         distribution.

14.4 Limits on Settlement Options: In order to satisfy the minimum distribution
requirements under Code Section 401(a)(9) only, the following restrictions
apply. As of the first distribution calendar year, distributions, if not made in
a lump sum, may only be made over one of the following periods:

         (a) the life of the Participant;

         (b) the life of the Participant and a designated Beneficiary;

         (c) a period certain not extending beyond the life expectancy of the
         Participant; or

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


                                       41
<PAGE>

Under an installment distribution listed above, the Participant or Beneficiary,
at any time, may elect to accelerate the payment of all, or any portion of the
Participant's unpaid nonforfeitable Account Value, subject to the requirements
of Article XX.

14.5 Determination of Amount to be Distributed Each Year: If the Participant's
interest is to be distributed in other than a lump sum, the following minimum
distribution rules shall apply on or after the Required Beginning Date.

         (a) Unless the Participant elects in writing to defer distribution of
         benefits otherwise payable under this Article XIV, distribution of
         benefits must commence as described in Article 14.5(b). Notwithstanding
         the foregoing, the commencement of benefits may not be deferred beyond
         the Required Beginning Date. In addition, the failure of a Participant
         and spouse (if applicable and if required) to consent to distribution
         while a benefit is immediately distributable, within the meaning of
         Article 6.6 of the Plan, shall be deemed to be an election to defer
         commencement of payment of any benefit sufficient to satisfy this
         Article 14.5.

         (b) Distribution of benefits will begin no later than the 60th day
         after the latest of the close of the Plan Year in which:

         (1) the Participant attains age 65 (or Normal Retirement Age if
         earlier);

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

         (3) the Participant terminates service with the Employer.

         (c) Disability: If a Participant becomes disabled prior to receipt of
         any benefits, he/she shall become 100% vested in his/her Account
         Balances. Disability is defined in Article 1.13.

         (d) Withdrawals on or after Age 59 1/2: A Participant may apply in
         writing to the Plan Administrator for a withdrawal from the Elective
         Deferral account maintained by the Trustee. Such withdrawal shall be
         based on the value of the Participant's Elective Deferral Account as of
         the Valuation Date immediately preceding, as adjusted for deposits,
         withdrawals, transfers, and any appreciation or depreciation of the
         investment fund(s) (selected by the Participant). Notwithstanding the
         foregoing, as allowed under the Adoption Agreement, a Participant may
         withdraw contributions from any account maintained by the Trustee on
         his behalf under the Plan provided he has attained age 59 1/2 and is
         100% vested in all accounts.

14.6 Individual Account:

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

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

         (c) For calendar years beginning after December 31, 1988, the amount to
         be distributed each year, beginning with


                                       42
<PAGE>

         distributions for the first Distribution Calendar Year shall not be
         less than the quotient obtained by dividing the Participant's benefit
         by the lesser of:

         (1) the applicable life expectancy or

         (2) if the Participant's spouse is not the designated Beneficiary, the
         applicable divisor determined from the table set forth in Q&A-4 of
         section 1.401(a)(9)-2 of the proposed Regulations. Distributions after
         the death of the Participant shall be distributed using the applicable
         life expectancy in Article 14.6(a) above as the relevant divisor
         without regard to proposed regulations section 1.401(a)(9)-2.

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

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

14.8 Death Distribution Provisions:

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

         (b) Distribution beginning after death: If the Participant dies before
         distribution of his or her interest begins, distribution of the
         Participant's entire interest shall be completed by December 31 of the
         calendar year containing the fifth anniversary of the Participant's
         death except to the extent that an election is made to receive
         distributions in accordance with (1) or (2) below:

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

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

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


                                       43
<PAGE>

         (c) For purposes of Article 14.8(b), if the surviving spouse dies after
         the Participant, but before payments to such spouse begin, the
         provisions of Article 14.8(b), with the exception of paragraph (2)
         therein, shall be applied as if the surviving spouse were the
         Participant.

         (d) For purposes of this Article 14.8(b), any amount paid to a child of
         the Participant will be treated as if it had been paid to the surviving
         spouse if the amount becomes payable to the surviving spouse when the
         child reaches the age of majority.

         (e) For the purposes of this Article 14.8(b), distribution of a
         Participant's interest is considered to begin on the Participant's
         Required Beginning Date (or, if Article 14.8(b) above is applicable,
         the date distribution is required to begin to the surviving spouse
         pursuant to Article 14.8(b) above). If distribution in the form of an
         annuity described in Article 14.7 above irrevocably commences to the
         Participant before the Required Beginning Date, the date distribution
         is considered to begin is the date distribution actually commences.

14.9 Definitions:

         (a) Applicable Life Expectancy: The life expectancy (or joint and last
         survivor expectancy) calculated using the attained age of the
         Participant (or designated Beneficiary) as of the Participant's (or
         designated Beneficiary's) birthday in the applicable calendar year
         reduced by one for each calendar year which has elapsed since the date
         life expectancy was first calculated. If life expectancy is being
         recalculated, the applicable life expectancy shall be the life
         expectancy as so recalculated. The applicable calendar year shall be
         the first Distribution Calendar Year, and if life expectancy is being
         recalculated such succeeding calendar year. If annuity payments
         commence in accordance with Article 14.7 before the Required Beginning
         Date, the application calendar year is the year such payments commence.
         If distribution is in the form of an immediate annuity purchased after
         the Participant's death with the Participant's remaining interest, the
         applicable calendar year is the year of purchase.

         (b) Designated Beneficiary: The individual who is designated as the
         beneficiary under the Plan in accordance with section 401(a)(9) and the
         regulations thereunder.

         (c) Distribution Calendar: Year A calendar year for which a minimum
         distribution is required. For distributions beginning before the
         Participant's death, the first distribution calendar year is the
         calendar year immediately preceding the calendar year which contains
         the Participant's Required Beginning Date. For distributions beginning
         after the Participant's death, the first distribution calendar year is
         the calendar year in which distributions are required to begin pursuant
         to Article 14.8 above.

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

Unless otherwise elected by the Participant (or spouse, in the case of
distributions described in Article 14.8(b) above), by the time distributions are
required to begin, life expectancies shall be recalculated annually. Such
election shall be irrevocable as to the Participant (or spouse) and shall apply
to all subsequent years. The life expectancy of a nonspouse Beneficiary may not
be recalculated.

14.10 Participant's Benefit:


                                       44
<PAGE>

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

         (b) Exception for second Distribution Calendar Year: For purposes of
         paragraph (a) above, if any portion of the minimum distribution for the
         first Distribution Calendar Year is made in the second Distribution
         Calendar Year shall be treated as if it had been made in the
         immediately preceding Distribution Calendar Year.

14.11 Required Beginning Date:

         (a) General Rule: The entire interest of a Participant must be
         distributed or begin to be distributed no later than the Participant's
         Required Beginning Date. The Required Beginning Date of a Participant
         is the first day of April of the calendar year in which the Participant
         attains age 70 1/2.

         (b) Transitional Rules: The Required Beginning Date of a Participant
         who attains age 70 1/2 before January 1, 1988, shall be determined in
         accordance with (1) or (2) below:

         (1) Non-5 percent Owners: The Required Beginning Date of a Participant
         who is not a 5-percent owner is the first day of April of the calendar
         year following the calendar year in which the later of retirement or
         attainment of age 70 1/2 occurs.

         (2) 5-percent Owners: The Required Beginning Date of a Participant who
         is a 5-percent owner during any year beginning after December 31, 1979,
         is the first day of April following the later of (i) the calendar year
         in which the Participant attains age 70 1/2, or (ii) the earlier of the
         calendar year with or within which ends the plan year in which the
         Participant becomes a 5-percent Owner, or the calendar year in which
         the Participant retires.

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

         Notwithstanding the foregoing, the failure of a Participant and Spouse
         to consent to a distribution while a benefit is immediately
         distributable, within the meaning of Article 6.6 of the Plan, shall be
         deemed to be an election to defer commencement of payment of any
         benefit sufficient to satisfy this Article.

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

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

14.12 Transitional Rules:

         (a) Notwithstanding the other requirements of this Article and subject
         to the requirements of Article XX, Joint and Survivor Annuity
         Requirements, distribution on behalf of any Employee, including a
         5-percent owner, may be


                                       45
<PAGE>

         made in accordance with all of the following requirements (regardless
         of when such distribution commences).

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

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

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

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

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

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

         (c) For any distribution which commences before January 1, 1984, but
         continues after December 31, 1983, the Employee, or the Beneficiary, to
         whom such distribution is being made, will be presumed to have
         designated the method of distribution under which the distribution is
         being made if the method of distribution was specified in writing and
         the distribution satisfies the requirements in Articles 14.12(a)(1) and
         (5).

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

14.13 If the value of the Employee's vested account balance derived from the
Employer and Employee contributions (other than Accumulated Deductible Employee
Contributions) exceeds $3,500, the Employee (and his or her spouse) must consent
to any distribution from such account balance. This Article 14.13 shall apply
only if the Employer has selected the Qualified Joint and Survivor


                                       46
<PAGE>

Annuity distribution option on the Adoption Agreement.

                                   ARTICLE XV
                                 LIFE INSURANCE

15.1 The Trustee, if the Plan is trusted, or custodian, if the Plan has a
custodial account, shall apply for and will be the owner of any insurance
contract purchased under the terms of this Plan. The insurance contract(s) must
provide that proceeds will be payable to the Trustee (or custodian, if
applicable), however the Trustee (or custodian) shall be required to pay over
all proceeds of the contract(s) to the Participant's designated beneficiary in
accordance with the distribution provisions of this Plan. A Participant's spouse
will be the designated beneficiary of the proceeds in all circumstances unless a
qualified election has been made in accordance with Article XX, Joint and
Survivor Annuity Requirements, if applicable. Under no circumstances shall the
trust (or custodial account) retain any part of the proceeds. In the event of
any conflict between the terms of this Plan and the terms of any insurance
contract purchased hereunder, the Plan provisions shall control.

15.2 Purchase of Life Insurance Policy-Earmarked Account: Each Participant shall
have the right to direct the Trustee to procure one or more Life Insurance
Policies on their life, provided the Trustee does not object to the form
thereof. Any death benefit payable under any contract prior to the insured
Participant's termination of employment shall be paid to the Trustee for
distribution to the Beneficiary or Beneficiaries of the Participant under
Article XIV hereof.

Such designation of Beneficiary shall be consistent with the rules and
regulations of the Insurer issuing the Policy and subject to Article 15.1. The
premium thereof shall be charged to the extent thereof to the Insured
Participant's Employee Directed Account. In addition, for any married
Participant, the Participant's Spouse is the Beneficiary of any insurance of the
Participant's life purchased by Employer Contributions of forfeitures allocated
to the Participant's account.

15.3 Purchase of Annuity Contracts-Master Account: The Employer shall have the
right to direct the Trustee to procure one or more Investment Annuity Contract
(not a Life Annuity) providing benefits in a form permitted
by the Plan.

15.4 Purchase of Annuity Contracts-Earmarked Account: Each Participant shall
have the right to direct the Trustee to procure one or more Investment Annuity
Contracts (not a Life Annuity) providing benefits in a form permitted by the
Plan.

15.5 Allocation of Insurance Dividends and Credit: Any dividends or credits
earned on insurance contracts will be allocated to the Participant's account
derived from Employer contributions for whose benefit the contract is held.

15.6 Limitation of Insurance Premiums:

         (a) Ordinary Life - For purposes of this incidental insurance
         provision, ordinary life insurance contracts are contracts with both
         non-decreasing death benefits and non-increasing premiums. If such
         contracts are purchased, less then 1/2 of the aggregate Employer
         Contributions allocated to any Participant will be used to pay the
         premiums attributable to them.

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

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


                                       47
<PAGE>


15.7 The Life Insurance Policy premium shall be paid through an Automatic
Premium Loan provision, if applicable, or, if there is not sufficient cash
value, canceled.

15.8 Borrowing to Pay Premiums: If, for any reason, there is insufficient cash
in a Participant's Employee Directed Account or Master Employer Directed Account
to pay such premiums on a Life Insurance Policy, the Trustee, acting upon the
request of the Employer shall borrow the amount necessary to pay such premiums
on a Life Insurance Policy, using the cash value of the insurance policy as a
security, or shall liquidate assets held for the Participant in the
Participant's Employee Directed Account or Master Employer Directed Account if
the cash value of the insurance policy is not sufficient to pay such premiums.
Amounts borrowed shall be repaid by application of earnings and contributions to
the Employee Directed Account or Master Account of such Participants insured by
such policy. In the absence of the Trustee's direction to borrow against the
policy or to liquidate assets to pay premiums, the Life Insurance Policy, if
there is not sufficient cash value, will be canceled.

15.9 Responsibility of Trustee: If the Trustee is instructed in writing to
allocate a part of a contribution for the payment of insurance premiums, its
sole responsibility shall be to pay the premiums to the Insurer in accordance
with the instructions, and its liability for a mistake or omission shall be
limited to the amount of the premium involved. In all respects involving
insurance premiums, the Trustee shall be deemed the agent of the Trust and in no
event shall be deemed the agent of the Insurer. The Trustee shall have no
liability with respect to money transferred to an Insurer pursuant to such
instruction, and the Trustee shall not be responsible for the validity of any
Life Insurance Policy. Anything else herein to the Contract notwithstanding, in
no event shall the Trustee be responsible for the remitting to the Insurer any
premium or for taking any other action before the end of the seventh (7th) full
business day following its receipt of the contributions, authorizations,
direction, or information which enable it to make such payment or take such
action.

15.10 Non-transferability of Annuities: Any Annuity contract distributed must be
nontransferable.

15.11 Subject to Article XX, the contracts on a Participant's life will be
converted to cash or an annuity or distributed to the Participant upon
commencement of benefits.

                                   ARTICLE XVI
                         AMENDMENT OF THE PLAN AND TRUST

16.1 Amendment of Plan by Sponsor: Each Employer who adopts this Plan, delegates
to the Sponsor the power to amend the Plan (including retroactive amendment).
The Sponsor will submit a copy of the amendment to each Employer, after first
having received a ruling or determination from the Internal Revenue Service that
the Plan, as amended, qualified under section 401 of the Internal Revenue Code.
Each Employer shall be deemed to have consented to any such amendment.

16.2 Amendment by Employer of Adoption Agreement: The Employer may amend the
Plan by selecting another option made available on the Adoption Agreement by
submitting to the Trustee:

         (a) if applicable, a certified copy of the appropriate resolution
         effecting or authorizing such amendment, and

         (b) a copy of such amended Adoption Agreement.

16.3 Restrictions on Amendments: No amendment shall be effective that would
cause or permit any part of the assets in the Trust to be diverted to purposes
other than the exclusive benefit of Participants or their Beneficiaries, or as
would cause or permit any portion of such assets to revert to or become the
property of the Employer.

16.4 Amendment of Vesting Schedule: If the Plan's vesting schedule is amended,
or the Plan


                                       48
<PAGE>


is amended in any way that directly or indirectly affects the computation of the
Participant's nonforfeitable percentage or if the Plan is deemed amended by an
automatic change to or from a Top-Heavy vesting schedule, each Participant with
at least three (3) Years of Service with the Employer may elect, within a
reasonable period after the adoption of the amendment or change, to have the
nonforfeitable percentage computed under the Plan without regard to such
amendment or change. For Participants who do not have at least one (1) Hour of
Service in any Plan Year beginning after December 31, 1988, the preceding
sentence shall be applied by substituting "Five (5) Years of Service" for "Three
(3) Years of Service" where such language appears.

The period during which the election may be made shall commence with the date
the amendment is adopted or deemed to be made and shall end on the latest of:

         (a) 60 days after the amendment is adopted;

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

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

16.5 Miscellaneous Amendments: No amendment to the Plan shall be effective to
the extent that it has the effect of decreasing a Participant's accrued benefit.
Notwithstanding the preceding sentence, a Participant's Account Balance may be
reduced to the extent permitted under section 412(c)(8) of the Code. For
purposes of this Article 16.5, a Plan amendment which has the effect of
decreasing a Participant's Account Balance or eliminating an optional form of
benefit, with respect to benefits attributable to service before the amendment
shall be treated as reducing an accrued benefit. Furthermore, if the vesting
schedule of a Plan is amended, in the case of an Employee who is a Participant
as of the later of the date such amendment is adopted or the date it becomes
effective, the nonforfeitable percentage (determined as of such date) of such
Employee's right to his Employer-derived accrued benefit will not be less than
his percentage computed under the Plan without regard to such amendment.

The Employer may:

         (a) change the choice of options in the Adoption Agreement;

         (b) add overriding language in the Adoption Agreement when such
         language is necessary to satisfy section 415 or section 416 of the Code
         because of the required aggregation of multiple plans; and

         (c) add certain model amendments published by the Internal Revenue
         Service which specifically provide that their adoption will not cause
         the Plan to be treated as individually designed. An Employer that
         amends the Plan for any other reason will no longer participate in this
         Prototype Plan and will be considered to have an individually designed
         plan. The amendment should address the classification of Participants
         the amendment or termination will affect, the benefits affected, the
         impetus for the benefit modification, and the person or persons
         authorized to implement this amendment.

                                  ARTICLE XVII
                         DISCONTINUANCE OF CONTRIBUTIONS
                           AND TERMINATION OF THE PLAN

17.1 Employer's Intent: The Employer has established the Plan with the bonafide
intention and expectation that from year to year it will be able to and will
deem it advisable to make its contributions and to permit Employee contributions
as herein provided.

17.2 Right of Employer to Terminate the Plan: The Employer may terminate the
Plan by appropriate action. A certified copy of such instrument or instruments
embodying such


                                       49
<PAGE>


action shall be delivered to the Trustee, as soon as possible thereafter. After
the date of termination of the Plan, the Employer shall make no further
contributions under the Plan. In the event the Plan is terminated the assets
will be distributed as soon as administratively feasible.

17.3 Effect of Termination or Partial Termination of the Plan: Upon the
termination or partial termination of the Plan, the rights of each Participant
to the amount in his/her account(s) on the date of such termination or partial
termination shall be vested and nonforfeitable.

In the event of complete discontinuance of contributions under this Plan, the
Account Balance(s) will also be vested and nonforfeitable.

17.4 Merger or Consolidation: In the case of any merger or consolidation of the
Employer's Plan with or transfer of assets or liabilities of the Employer's Plan
to any other plan, each Participant in the Employer's Plan shall be entitled to
receive a benefit immediately after the merger, consolidation, or transfer (if
the Plan then terminated) which is equal to greater than the benefit the
Participant would have been entitled to receive immediately before the merger,
consolidation, or transfer (if the Plan had then terminated).

17.5 Use of Trust Assets: It shall be impossible for any part of the corpus or
income of the Trust to be used for or diverted to purposes other than for the
exclusive benefit of the Employees or their Beneficiaries; payment of the
administration expenses of the Trust from its corpus is permissible.

                                  ARTICLE XVIII
                                     TRUSTEE

18.1 Receipt of Funds: All contributions under the Plan shall be paid to the
Trustee under a Trust Agreement entered into for such purpose. The Trustee, or
their agent, shall maintain such records as may be necessary for the proper
administration of the Trust and shall file an accounting with the Employer after
the close of each year. Such accounting, valuating the assets at fair market
value for the Employer, may consist of regularly issued broker-dealer
statements, copies of insurance company summary account statements, and copies
of account statements, representing other lawful trust investments including but
not limited to mutual fund statements which are supplied to the Trustee and the
Employer. The Trustee shall not be obligated to take any action on the Master
Employer Directed Account(s) or Employee Directed Account(s) except upon the
written instructions of the Employer and shall have no obligation to inquire
into the propriety of any such written instruction and shall be fully protected
in acting in accordance with such instruction.

18.2 Agent: The Trustee may designate an administrative agent or agents to act
on its behalf in connection with the administration of this Plan in accordance
with the Trust Agreement The administrative agent shall furnish to the Trustee
any information required by the Plan or the Internal Revenue Code. The Trustee
and any other agents shall be fully protected in relying on the content of any
account statements provided in connection with the administration of this Plan
in accordance with the Trust Agreement.

                                   ARTICLE XIX
                            MISCELLANEOUS PROVISIONS

19.1 Plan not a Contract: The adoption and maintenance of the Plan shall not be
deemed to constitute a contract between the Employer and any Employee or to be a
consideration for or inducement or condition of the employment of any person.
Nothing herein contained shall be deemed to give the Employee the right to be
retained in the employ of the Employer or to interfere with the right of the
Employer to discharge any Employee at any time, nor shall it be deemed to give
the Employer the right to require an Employee to remain in its employ nor shall
it interfere with the Employee's right to terminate his employment at any time.

19.2 No benefit or interest available hereunder will be subject to assignment or
alienation,


                                       50
<PAGE>

either voluntarily or involuntarily. The preceding sentence shall also apply to
the creation, assignment, or recognition of a right to any benefit payable with
respect to a Participant pursuant to a Domestic Relations Order, unless such
order is determined to be a Qualified Domestic Relations Order, as defined in
section 414(p) of the Code, or any Domestic Relations Order entered before
January 1, 1985.

Nothing contained in this Plan shall prevent the Trustee, in accordance with the
written direction of the Plan Administrator, from complying with the provisions
of a Qualified Domestic Relations Order, as defined in Code Section 414(p). This
Plan specifically permits distribution to an alternate payee under a Qualified
Domestic Relations Order at any time, irrespective of whether the Participant
has attained his Earliest Retirement Age (as defined under Code Section 414(p))
under the Plan. A distribution to an alternate payee prior to the Participant's
attainment of Earliest Retirement Age is available only if the order specified
distribution at that time or permits an agreement between the Plan and the
alternate payee consents to any distribution occurring prior to the
Participant's attainment of Earliest Retirement Age. Nothing in this Article
19.2 shall permit a Participant a right to receive a distribution at a time
otherwise not permitted under the Plan nor shall it permit the alternate payee
to receive a form of payment not permitted under the Plan.

19.3 Whereabouts of Participant/Beneficiary Unknown: If the Trustee is unable to
make a payment to a Participant/Beneficiary hereunder within six months after
any such payment is due, because the Trustee cannot ascertain the whereabouts or
the identity of the Participant/ Beneficiary and such Participant/Beneficiary
has not made written claim for such payment before the expiration of said six
month period, then such amounts shall be forfeited and shall be either
reallocated or used to reduce Employer Contributions in the next Plan Year, as
selected by the Employer on the Adoption Agreement. Notwithstanding the
foregoing, if any such Participant/Beneficiary makes a written claim after
forfeiture has occurred under this Section, the payment amount again becomes due
in full to such Participant/Beneficiary.

19.4 Loans: The Employer must establish and communicate to all Participants and
Beneficiaries a written loan policy to facilitate proper administration of plan
loans. The Employer authorizes the Trustee to make loans in accordance with such
policy.

         (a) Loans shall be made available to all Participants and Beneficiaries
         on a reasonably equivalent basis. Loans shall not be made available to
         highly compensated Employees (as defined in Article 1.26 of the Plan)
         in an amount greater than the amount made available to other Employees.

         (b) Loans must be adequately secured, bear a reasonable interest rate,
         and be repaid on at least an equal quarterly basis All loans shall be
         treated as an earmarked investment equal to the value of the
         outstanding loan balance In such event, the Account Balance of such
         Participant, for purposes of Article 7.2, shall be reduced by an amount
         equal to the outstanding loan and shall be increased by repayments of
         principal and interest thereon.

         (c) No Participant loan shall exceed 50% of the present value of the
         Participant's vested Account Balance.

         (d) A Participant must obtain the consent of his or her spouse, if any,
         to use the Account Balance as security for the loan. Spousal consent
         shall be obtained no earlier than the beginning of the 90 day period
         that ends on the date on which the loan is to be so secured. The
         consent must be in writing, must acknowledge the effect of the loan,
         and must be witnessed by a plan representative or notary public. Such
         consent shall thereafter be binding with respect to the consenting
         spouse or any subsequent spouse with respect to that loan. A new
         consent shall be required if


                                       51
<PAGE>

         the Account Balance is used for renegotiation, extension, renewal, or
         other revision of the loan.

         If a valid spousal consent has been obtained in accordance with this
         Article 19.4(d), then notwithstanding any other provision of this Plan,
         the portion of the Participant's vested Account Balance used as a
         security interest held by the Plan by reason of a loan outstanding to
         the Participant shall be taken into account for purposes of determining
         the amount of the Account Balance payable at the time of death or
         distribution, but only if the reduction is used as repayment of the
         loan. If less than 100% of the Participant's vested Account Balance
         (determined without regard to the preceding sentence) is payable to the
         surviving spouse, then the Account Balance shall be adjusted by first
         reducing the vested Account Balance by the amount of the security used
         as a repayment of the loan, and then determining the benefit payable to
         the surviving spouse.

         Notwithstanding the foregoing, no spousal consent is required for the
         use of the Account Balance as security for a Plan loan to a Participant
         under a safe harbor profit sharing plan not subject to Code Section
         401(a)(11) and if the distribution would not otherwise require spousal
         consent under Code Section 417(a)(2)(B).

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

         (f) No loans will be made to any Shareholder-Employee or Owner-Employee
         For purposes of this requirement, a Shareholder-Employee means an
         Employee or officer of an electing small business (Subchapter S)
         corporation who owns (or is considered as owning within the meaning of
         section 318(a)(1) of the Code), on any day during the taxable year of
         such corporation, more than five (5) percent of the outstanding stock
         of the corporation.

         (g) No loan to any Participant or Beneficiary can be made to the extent
         that such loan when added to the outstanding balance of all other loans
         to the Participant or Beneficiary would exceed the lesser of:

         (1) $50,000 reduced by the excess (if any) of the highest outstanding
         balance of loans during the one year period ending on the day before
         the loan is made, over the outstanding balance of loans from the Plan
         on the date the loan is made, or

         (2) one-half the present value of the Participant's vested Account
         Balance. For the purpose of the above limitation, all loans from all
         plans of the Employer and other members of a group of Employers
         described in sections 414(b), 414(c), and 414(m) and (o) of the Code
         are aggregated. Furthermore, any loan shall by its terms require that
         repayment (principal and interest) be amortized in level payments, not
         less frequently than quarterly, over a period not extending beyond five
         years from the date of the loan, unless such loan is used to acquire a
         dwelling unit which within a reasonable time (determined at the time
         the loan is made) will be used as the principal residence of the
         Participant. An assignment or pledge of any portion of the
         Participant's interest in the Plan and a loan, pledge, or assignment
         with respect to any insurance contract purchased under the Plan, will
         be treated as a loan under this Article 19.4.

19.5 The corpus or income of the Trust may not be diverted to or used for other
than the exclusive benefit of the Participants or their Beneficiaries.

                                       52
<PAGE>

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

In the event that the Commissioner of Internal Revenue determines that the Plan
is not initially qualified under the Internal Revenue Code, any contribution
made incident to that initial qualification by the Employer must be returned to
the Employer within one year after the date the initial qualification is denied,
but only if the application for the qualification is made by the time prescribed
by law for filing the Employer's return for the taxable year in which the Plan
is adopted, or such later date as the Secretary of the Treasury may prescribe.

In the event the deduction of a contribution made by the Employer is disallowed
under section 404 of the Code, such contribution (to the extent disallowed) must
be returned to the Employer within one year of the disallowance of the
deduction.

19.6 Failure of Qualification: If the Employer's Plan fails to attain or retain
qualification, such Plan will no longer participate in this Prototype Plan and
will be considered an individually designed plan. If the Employer's Plan fails
to attain or retain qualification, the funds of such Plan will be removed from
the Trust as soon as administratively feasible.

19.7 Controlled Groups: Except as provided in Article III, all Employees of all
corporations which are members of a controlled group of corporations (as defined
in section 414(b) of the Code) and all Employees of all trades or businesses
(whether or not incorporated) which are under common control (as defined in
section 414(c)), will be treated as employed by a single Employer.

19.8 Affiliated Service Groups: All Employees of all members of an Affiliated
Service Group (as defined in section 414(m) of the Code) will be treated as
employed by a single Employer.

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

A leased Employee shall not be considered an Employee of the recipient if:

         (a) such Employee is covered by a money purchase pension plan
         providing:

         (1) a nonintegrated Employer contribution rate of at least 10 percent
         of compensation, as defined in section 415(c)(3) of the Code, but
         including amounts contributed pursuant to a salary reduction agreement
         which area excludable from the Employee's gross income under section
         125, section 402(e)(3), section 402(h)(1)(B) or section 403(b) of the
         Code,

         (2) immediate participation, and

         (3) full and immediate vesting, and

         (b) Leased Employees do not constitute more than 20 percent of the
         recipient's non-highly compensated work force.

19.10 Crediting Service with Predecessor Employer: If the Employer maintains the
plan of a Predecessor Employer, service with such Employer will be treated as
service for the Employer.

19.11 Rollover: An Employee who was a Participant in any other qualified pension
or profit sharing plan may, within sixty (60) days after the receipt of a lump
sum or plan


                                       53
<PAGE>

termination distribution from such Plan, rollover such funds to this Plan, or
such Funds may be transferred directly to this Plan. Notwithstanding the
foregoing, this Plan shall not accept any direct or indirect transfers (as that
term is defined or interpreted under Code Section 401(a)(31) and the Regulations
thereunder) from a defined benefit plan, money purchase plan (including a target
benefit plan), stock bonus plan, or profit sharing plan which otherwise would
have provided for a life annuity form of payment to the Participant.

If a rollover or transfer is made by or on behalf of a Covered Employee who has
not yet become a Participant, his rollover or transfer account shall constitute
his entire Accrued Benefit (and his sole interest in the Plan) and he shall not
be considered to be a Participant for any other purpose of the Plan until he
meets the eligibility requirements specified in the Adoption Agreement.

An Employee may transfer his/her Individual Retirement Account Rollover Assets
(IRA Rollover Assets) to this Plan if the following conditions are satisfied:

         (a) The assets comprising the IRA Rollover consist solely of those
         assets (including any appreciation thereon) which the Employee received
         from a qualified pension or profit sharing plan in which he/she was a
         Participant;

         (b) The IRA Rollover assets are transferred/rolled over either directly
         to this plan or within sixty (60) days after such time as the Employee
         receives a distribution from his/her IRA Rollover Plan;

         (c) At the time of making the rollover contribution, the Employee shall
         acknowledge in writing in a form satisfactory to the Trustee, that the
         rollover contribution complies with the conditions set forth in this
         Article;

         (d) A separate account shall be maintained for any Rollover
         contribution deposited by the Participant into this Plan pursuant to
         Article 1.46. (A Participant shall always have a 100% nonforfeitable
         interest at all time in his rollover account.)

         (e) With no less than 90 days advance notice to the Employer, effective
         when delivered to the Employer, a Participant may elect to withdraw all
         or any portion of his Rollover Account. The notice required by this
         Article shall be in writing and shall specify the amount to be
         withdrawn. The amount withdrawn shall be paid by the Trustee, as soon
         as administratively feasible, to the Participant and shall be charged
         to the Participant's Rollover Account as of the date of withdrawal.

         (f) Direct Rollover.

         (1) Applicability: This Section applies to distributions made on or
         after January 1, 1993. Notwithstanding any provision of the plan to the
         contrary that would otherwise limit a distributee's election under this
         Article, a distributee may elect, at the time and in the manner
         prescribed by the Plan Administrator, to have any portion of an
         eligible rollover distribution paid directly to an eligible retirement
         plan specified by the distributee in a direct rollover.

         (2) Definitions.

         (a) Eligible Rollover Distribution: An eligible rollover distribution
         is any distribution of all or any portion of the balance to the credit
         of the distributee, except that an eligible rollover distribution does
         not include: any distribution that is one of a series of substantially
         equal periodic payments (not less frequently than annually) made for
         the life (or life expectancy) of the distributee or the joint lives (or
         joint life expectancies) of the distributee and the distributee's
         designated Beneficiary, or for a specified period of ten years or


                                       54
<PAGE>

         more; any distribution to the extent such distribution is required
         under section 401(a)(9) of the Code; and the portion of any
         distribution that is not includable in gross income (determined without
         regard to the exclusion of net unrealized appreciation with respect to
         Employer securities).

         (b) Eligible Retirement Plan An eligible retirement plan is an
         individual retirement account described in section 408(a) of the Code,
         an individual retirement annuity described in section 408(b) of the
         Code, an annuity plan described in section 403(a) of the Code, or a
         qualified Plan described in section 401(a) of the Code, that accepts
         the distributee's eligible rollover distribution. However in the case
         of an eligible rollover distribution to the surviving spouse, an
         eligible retirement plan is an individual retirement account or
         individual retirement annuity.

         (c) Distributee: A distributee includes an Employee or former Employee
         In addition, the Employee's or former Employee's surviving spouse and
         the Employee's or former Employee's spouse or former spouse who is the
         alternate payee under a qualified domestic retirement order, as
         described in section 414(p) of the Code, are distributee with regard to
         the interest or the spouse or former spouse.

         (d) Direct Rollover: A direct rollover is a payment by the Plan to the
         eligible retirement plan specified by the distributee.

19.12 Plan Enforced by Employer: The Plan shall be administered by the Employer,
who shall have the sole authority to enforce the Plan and the Trust on behalf of
any and all persons having or claiming any interest under the Plan and shall be
responsible for the operation of the Plan in accordance with its terms. The
Employer shall act through one or more authorized Employees, Officers, or
Agents, as directed by the Employer in writing. The Employer shall determine by
rules of uniform application all questions arising out of the administration,
interpretation, and application of the Plan, which determinations shall be
conclusive and binding on all persons.

19.13 Taxes: Any income taxes or other taxes of any kind whatsoever that may be
levied or assessed upon or in respect of the assets of the Plan, or the income
arising therefrom, any transfer taxes incurred by the Trustee in the performance
of its duties, including fees for legal services, rendered to the Trustee and
the Trustee's compensation, shall be paid and charged as provided in the Trust
Agreement.

19.14 Agreements by Employee: It is a condition of this Plan and Trust Agreement
that each Employee, by participating herein, expressly agrees to look solely to
the assets of the Trust for the payment of any benefit to which the Employee is
entitled under the Plan.

19.15 Applicable Law: This Plan shall be construed in accordance with the laws
of the State of Delaware to the extent not superseded by Federal Law.

19.16 Claim Procedure: Any Participant or Beneficiary who is entitled to a
payment of a benefit for which provision is made in this Plan shall file a
written claim with the Plan Administrator on such forms as shall be furnished to
him by the Plan Administrator and shall furnish such evidence of entitlement to
benefits as the Plan Administrator may reasonably require. The Plan
Administrator shall notify the Participant or Beneficiary in writing as to the
amount of benefit to which he is entitled, the duration of such benefit, the
time the benefit is to commence, and other pertinent information concerning his
benefit. If a claim for benefit is denied by the Plan Administrator, in whole or
in part, the Plan Administrator shall provide adequate notice in writing to the
Participant or Beneficiary whose claim for benefit has been denied within ninety
(90) days after receipt of the claim unless special circumstances require an
extension of time for processing the claim. If such an extension of


                                       55
<PAGE>

time for processing is required, written notice indicating the special
circumstances and the date by which a final decision is expected to be rendered
shall be furnished to the Participant or Beneficiary. In no event shall the
period of extension exceed one hundred eighty (180) days after receipt of the
claim. The notice of denial of the claim shall set forth (a) the specific reason
or reasons for the denial; (b) specific reference to pertinent Plan provisions
on which the denial is based; (c) a description of any additional material or
information necessary for the claimant to perfect the claim and an explanation
of why such material or information is necessary; and (d) a statement that any
appeal of the denial must be made by giving to the Plan Administrator, within
sixty (60) days after receipt of the notice of the denial, written notice of
such appeal, such notice to include a full description of the pertinent issues
and basis of the claim. The Participant or Beneficiary (or his duly authorized
representative) may review pertinent documents and submit issues and comments in
writing to the Plan Administrator. If the Participant or Beneficiary fails to
appeal such action to the Plan Administrator in writing within the prescribed
period of time, the Plan Administrator's adverse determination shall be final,
binding, and conclusive.

19.17 Appeal: If the Plan Administrator receives from a Participant or a
Beneficiary, within the prescribed period of time, a notice of an appeal of the
denial of a claim for benefit, such notice and all relevant materials shall
immediately be submitted to the Employer. The Employer may hold a hearing or
otherwise ascertain such facts as it deems necessary and shall render a decision
which shall be binding upon both parties. The decision of the Employer shall be
made within sixty (60) days after the receipt by the Plan Administrator of the
notice of appeal, unless special circumstances require an extension of time for
processing, in which case a decision of the Employer shall be rendered as soon
as possible but not later than one hundred twenty (120) days after receipt of
the request for review. If such an extension of time is required, written notice
of the extension of time is required, written notice of the extension shall be
furnished to the claimant prior to the commencement of the extension. The
decision of the Employer shall be in writing, shall include specific reasons for
the decision, written in a manner calculated to be understood by the claimant,
as well as specific references to the pertinent Plan provisions on which the
decision is based and shall be promptly furnished to the claimant.

19.18 Persons Dealing with Trustee Protected: No person dealing with the Trustee
shall be required or entitled to see to the application of any money paid or
property delivered to the Trustee, or determine whether or not the Trustee is
acting pursuant to the authorities granted to the Trustee hereunder or to
authorizations or directions herein required. The certificate of the Trustee
that the Trustee is acting in accordance with the Plan shall protect any person
relying thereon.

19.19 Protection of the Insurer: An Insurer shall not be responsible for the
validity of the Plan or Trust and shall have no responsibility for action taken
or not taken by the Trustee, for determining the propriety of accepting premium
payments or other contributions, for making payments in accordance with the
direction of the Trustee, or for the application of such payments. The Insurer
shall be fully protected in dealing with any representative of the Employer or
any one of a group of individuals acting as Trustee. Until written notice of a
change of Trustee has been received by an Insurer at its home office, the
Insurer shall be fully protected in dealing with any party acting as Trustee
according to the latest information received by the Insurer at its home office.

19.20 No Responsibility for Act of Insurer: Neither the Employer, the Plan
Administrator, nor the Trustee shall be responsible for any of the following,
nor shall they be liable for instituting action in connection with:

         (a) the validity of policies or policy provisions;

         (b) failure or refusal by the Insurer to provide benefits under a
         policy;


                                       56
<PAGE>

         (c) an act by a person which may render a policy invalid or
         unenforceable; or

         (d) inability to perform or delay in performing an act, which inability
         or delay is occasioned by a provision of a policy or a restriction
         imposed by the Insurer.

19.21 Plan Rules: The Plan Administrator may adopt Plan Rules for the
administration and interpretation of the Plan. These Rules may be changed from
time to time. The Plan Rules shall consist of the Rules set forth in this
document, in administrative forms adopted by the Plan Administrator, or in
written or oral policy decisions or interpretations made by the Plan
Administrator. The Employer may require a Participant or Beneficiary to file
with the Plan Administrator an application for a benefit and all other forms
approved by the Plan Administrator and to furnish all pertinent information
requested by the Plan Administrator. The Plan Administrator may rely upon all
such information so furnished it, including a Participant's or Beneficiary's
current mailing address. Any communication, statement or notice addressed to a
Participant or Beneficiary at his last post office address filed with the Plan
Administrator, or as shown on the records of the Employer, binds the Participant
or Beneficiary for all purposes under this Plan.

                                   ARTICLE XX
                           JOINT AND SURVIVOR ANNUITY
                                   REQUIREMENT

20.1 The provisions of this Article shall apply to any Participant who is
credited with at least one Hour of Service with the Employer on or after August
23, 1984, and such other Participants as provided in Article 20.6.

20.2 Qualified Joint and Survivor Annuity: Unless an optional form of benefit is
selected pursuant to a Qualified Election within the 90-day period ending on the
Annuity Starting Date, a married Participant's Vested Account Balance will be
paid in the form of a Qualified Joint and Survivor Annuity and an unmarried
Participant's Vested Account Balance will be paid in the form of a life annuity.
The Participant may elect to have such annuity distributed upon attainment of
the earliest retirement age under the Plan.

20.3 Qualified Preretirement Survivor Annuity: Unless an optional form of
benefit has been selected within the election period pursuant to a Qualified
Election, if a Participant dies before benefits have commenced, then the
Participant's Vested Account Balance shall be applied toward the purchase of an
annuity for the life of the surviving spouse. The surviving spouse may elect to
have such annuity distributed within a reasonable period after the Participant's
death.

20.4 Definitions:

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

         A Participant who will not yet attain age 35 as of the end of any
         current Plan Year may make a special qualified election to waive the
         Qualified Preretirement Survivor Annuity for the period beginning on
         the date of such election and ending on the first day of the Plan Year
         in which the Participant will attain age 35. Such election shall not be
         valid unless the Participant receives a written explanation of the
         Qualified Preretirement Survivor Annuity in such terms as are
         comparable to the explanation required under Article 20.5. Qualified
         Preretirement Survivor Annuity coverage will be automatically
         reinstated as of the first day of the Plan Year in which the
         Participant attains age 35. Any new waiver on or after such date shall
         be subject to the full requirements of this Article.


                                       57
<PAGE>


         (b) Qualified Election: A waiver of a Qualified Joint and Survivor
         Annuity or a Qualified Preretirement Survivor Annuity Any waiver of a
         Qualified Joint and Survivor Annuity or a Qualified Preretirement
         Survivor Annuity shall not be effective unless:

         (1) the Participant's spouse consents in writing to the election;

         (2) the election designates a specific Beneficiary, including any class
         of Beneficiaries or any contingent Beneficiaries, which may not be
         changed without spousal consent (or the spouse expressly permits
         designations by the Participant without any further spousal consent);

         (3) The spouses consent acknowledges the effect of the election; and

         (4) The spouse's consent is witnessed by a Plan representative or
         notary public. Additionally, a Participant's waiver of the Qualified
         Joint and Survivor Annuity shall not be effective unless the election
         designates a form of benefit payment which may not be changed without
         spousal consent (or the spouse expressly permits designations by the
         Participant without any further spousal consent). If it is established
         to the satisfaction of a Plan representative that there is no spouse or
         that the spouse cannot be located, a waiver will be deemed a Qualified
         Election.

         Any consent by a spouse obtained under this provision (or establishment
         that the consent of a spouse may not be obtained) shall be effective
         only with respect to such spouse. A consent that permits designations
         by the Participant without any requirement of further consent by such
         spouse must acknowledge that the spouse has the right to limit consent
         to a specific Beneficiary, and a specific form of benefit where
         applicable, and that the spouse voluntarily elects to relinquish either
         or both of such rights. A revocation of a prior waiver may be made by a
         Participant without the consent of the spouse at any time before the
         commencement of benefits. No consent obtained under this provision
         shall be valid unless the Participant has received notice as provided
         in Article 20.5 below.

         (c) Qualified Joint and Survivor Annuity: An immediate annuity for the
         life of the Participant with a Survivor Annuity for the life of the
         spouse which is not less than 50 percent and not more than 100 percent
         of the amount of the annuity which is payable during the joint lives of
         the Participant and the spouse and which is the amount of the benefit
         which can be purchased with the Participant's Vested Account Balance.
         The percentage of the survivor annuity under the Plan shall be 50
         percent (unless a different percentage is elected by the Participant).

         (d) Spouse (Surviving Spouse): The Spouse or Surviving Spouse of the
         Participant, provided that a former spouse will be treated as the
         Spouse or Surviving Spouse and a current Spouse will not be treated as
         the Spouse or Surviving Spouse to the extent provided under a Qualified
         Domestic Relations Order as described in section 414(p) of the Code.

         (e) Annuity Starting Date: The first day of the first period for which
         an amount is paid as an annuity or any other form.

         (f) Vested Account Balance: The aggregate value of the Participant's
         Vested Account balances derived from Employer and Employee
         contributions (including rollovers), whether vested before or upon
         death, including the proceeds of insurance contracts, if any, on the
         Participant's life The provisions of this Article shall apply to a
         Participant who is vested in amounts attributable to


                                       58
<PAGE>


         Employer contributions, Employee contributions (or both) at the time of
         death or distribution.

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

20.5 Notice Requirements:

         (a) In the case of a Qualified Joint and Survivor Annuity as described
         in Article 20.2, the Plan Administrator shall no less than 30 days and
         no more than 90 days prior to the Annuity Starting Date provide each
         Participant, a written explanation of:

         (1) the terms and conditions of a Qualified Joint and Survivor Annuity;

         (2) the Participant's right to make and the effect of an election to
         waive the Qualified Joint and Survivor Annuity form of benefit;

         (3) the rights of a Participant's spouse; and

         (4) the right to make, and the effect of, a revocation of a previous
         election to waive, the Qualified Joint and Survivor Annuity.

         (b) In the case of a Qualified Preretirement Survivor Annuity as
         described in Article 20.3, the Plan Administrator shall provide each
         Participant within the applicable period for such Participant, a
         written explanation of the Qualified Preretirement Survivor Annuity in
         such terms and in such a manner as would be comparable to the
         explanation provided for meeting the requirements of Article 20.5(a)
         applicable to a Qualified Joint and Survivor Annuity.

         The applicable period for a Participant is whichever of the following
         periods ends last:

         (1) the period beginning with the first day of the Plan Year in which
         the Participant attains age 32 and ending with the close of the Plan
         Year preceding the Plan Year in which the Participant attains age 35;

         (2) a reasonable period ending after the individual becomes a
         Participant;

         (3) a reasonable period ending after Article 20.5(c) ceases to apply to
         the Participant;

         (4) a reasonable period ending after this Article first applies to the
         Participant. Notwithstanding the foregoing, notice must be provided
         within a reasonable period ending after separation from service in the
         case of a Participant who separates from service before attaining age
         35.

         For purposes of applying the preceding paragraph, a reasonable period
         ending after the enumerated events described in (2), (3), and (4) is
         the end of the two-year period beginning one year prior to the date the
         applicable event occurs, and ending one year after the date. In the
         case of a Participant who separates from service before the Plan Year
         in which age 35 is attained, notice shall be provided within the
         two-year period beginning one year prior to separation and ending one
         year after separation. If such a Participant thereafter returns to
         employment with the Employer, the applicable period for such
         Participant shall be redetermined.

         (c) Notwithstanding the other requirement of this Article XX, the
         respective notices prescribed by this Article need not be given to a
         Participant if:


                                       59
<PAGE>

         (1) the Plan "fully subsidizes" the costs of a Qualified Joint and
         Survivor Annuity or Qualified Preretirement Survivor Annuity, and

         (2) the Plan does not allow the Participant to waive the Qualified
         Joint and Survivor Annuity or Qualified Preretirement Survivor Annuity
         and does not allow a married Participant to designate a nonspouse
         Beneficiary. For purposes of this Article 20.5(c), a Plan fully
         subsidizes the costs of a benefit if no increase in cost, or decrease
         in benefits to the Participant may result from the Participant's
         failure to elect another benefit.

         (d) Special Rule for Profit Sharing Plans: This Article 20.5(d) applies
         to a profit sharing plan if the following two conditions are met:

         (1) the Participant cannot or does not elect payments in the form of a
         life annuity, and

         (2) on the death of the Participant, the Participant's Vested Account
         Balance (reduced by any outstanding loans which are secured by the
         Participant's Account Balance) will be paid to the Participant's
         Surviving Spouse, but if there is no Surviving Spouse, or, if the
         Surviving Spouse has already consented in manner conforming to a
         qualified election, then to the Participant's designated Beneficiary.
         The Surviving Spouse may elect to have distribution of the vested
         Account Balance commence within the 90-day period following the date of
         the Participant's death. The Account Balance shall be adjusted for
         gains or losses occurring after the Participant's death in accordance
         with the provisions of the Plan governing the adjustment of Account
         Balances for other types of distributions. However, this Article
         20.5(d) shall not be operative with respect to the Participant if it is
         determined that this Profit Sharing Plan is a direct or indirect
         transferee of a defined benefit plan, money purchase plan (including a
         target benefit plan), stock bonus, or profit sharing plan which is
         subject to the survivor annuity requirement of section 401(a)(11) and
         section 417 of the Code.

         This Article shall also apply to any distribution, made on or after the
         first day of the first Plan Year beginning after December 31, 1988,
         from or under a separate account attributable solely to accumulated
         deductible employee contributions, as defined in section 72(o)(5)(B) of
         the Code, and maintained on behalf of a Participant in a money purchase
         pension plan, (including a target benefit plan) if the enumerated
         conditions listed in the preceding paragraph exist.

         The Participant may waive the spousal death benefit described in this
         Article at any time provided that no such waiver shall be effective
         unless it satisfies the conditions described in Article 20.4(b) (other
         than the notification requirement referred to therein) that would apply
         to the Participant's waiver of the Qualified Preretirement Survivor
         Annuity.

         For purposes of this Article 20.5(d), Vested Account Balance shall
         mean, in the case of a money purchase pension plan or a target benefit
         plan, the Participant's separate account balance attributable solely to
         accumulated deductible Employee contributions within the meaning of
         section 72 (o)(5)(B) of the Code. In the case of profit sharing plan,
         Vested Account Balance shall have the same meaning as provided in
         Article 20.4(f).

         In addition, this Article shall not apply unless the Participant's
         spouse is the Beneficiary of any insurance on the Participant's life
         purchased by Employer contributions of forfeitures allocated to the
         Participant's account.


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If this Article is operative, then except to the extent otherwise provided in
Article 20.6, the other provisions of this Article shall be inoperative.

20.6 Transitional Rules

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

         (b) Any living Participant not receiving benefits on August 23, 1984,
         who was credited with at least one Hour of Service under this Plan or a
         Predecessor Plan on or after September 2, 1974, and who is not
         otherwise credited with any service in a Plan Year beginning on or
         after January 1, 1976, must be given the opportunity to have his or her
         benefits paid in accordance with Article 20.6(d).

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

         (d) Any Participant who has elected pursuant to Article 20.6(b) and any
         Participant who does not elect under Article 20.6(a) or who meets the
         requirements of Article 20.6(a) except that such Participant does not
         have at least 10 years of vesting service when he or she separates from
         service, shall have his or her benefits distributed in accordance with
         all of the following requirements if benefits would have been payable
         in the form of a life annuity:

         (1) Automatic Joint and Survivor Annuity. If benefits in the form of a
         life annuity become payable to a married Participant who (i) begins to
         receive payments under the Plan on or after Normal Retirement Age; or
         (ii) dies on or after Normal Retirement Age while still working for the
         Employer; or (iii) begins to receive payments on or after the Qualified
         Early Retirement Age; or (iv) separates from service on or after
         attaining Normal Retirement Age (or the Qualified Early Retirement Age)
         and after satisfying the eligibility requirements for the payments of
         benefits under the Plan and thereafter dies before beginning to receive
         such benefits, then such benefits will be received under this Plan in
         the form of a Qualified Joint and Survivor Annuity, unless the
         Participant has elected otherwise during the election period. The
         election period must begin at least six (6) months before the
         Participant attains Qualified Early Retirement Age and ends not more
         than 90 days before the commencement of benefits. Any election
         hereunder will be in writing and may be changed by the Participant at
         any time.

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


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         attains the Qualified Early Retirement Age, or (ii) the date on which
         participation begins, and ends on the date the Participant terminates
         employment.

         (3) For purposes of this Article 20.6 Qualified Early Retirement Age is
         the latest of (a) the earliest date under the Plan, on which the
         Participant may elect to receive retirement benefits; (b) the first day
         of the 120th month beginning before the Participant reaches normal
         retirement age; or (c) the date the Participant begins participation.
         Qualified Joint and Survivor Annuity is an annuity for the life of the
         Participant with survivor annuity for the life of the spouse described
         in Article 20.4(c).

                                 TRUST AGREEMENT

Delaware Charter Guarantee & Trust Company, hereinafter referred to as the
"Trustee", does hereby establish the following Trust to be used in connection
with its 401(k) Retirement/Savings Plan. All of the definitions in Article I of
the aforesaid Plan and all of the provisions of that Plan relating to the
Trustee are hereby incorporated by reference.

The Trustee hereby agrees that, upon the execution by an Employer of an Adoption
Agreement acceptable to the Trustee, such Employer shall be deemed to have
adopted this Trust Agreement as its Trust Agreement with the Trustee, upon the
following terms and conditions:

FIRST: The Trustee and/or their agent shall receive any contributions paid to it
in cash or by check - from an Employer. All contributions so received together
with the income therefrom and any other increment thereon (hereinafter referred
to as the "Trust Fund") shall be held, managed, and administered by the Trustee
pursuant to the terms of this Agreement without distinction between principal
and income and without liability for the payment of interest thereon. The
Trustee shall not be responsible for the collection of any contributions under
the Plan and shall be under no duty to determine whether the amount of any
contribution is in accordance with the Plan.

SECOND: Subject to the provisions of Article Three hereof, the Trustee shall,
from time to time on the written directions of the Employer in accordance with
the provisions of the Plan, make distributions out of the Trust Fund to such
persons, in such manner, in such amounts, and for such purposes, as may be
specified in such directions.

The Trustee shall be under no liability for any distribution made by it pursuant
to any such written direction and shall be under no duty to make inquiries as to
whether any such distribution is made in accordance with the provisions of the
Plan.

THIRD: Notwithstanding anything to the contrary contained in this Agreement, or
in any amendment thereto, no part of the Trust Fund, other than such part as is
required to pay taxes and administration expenses, shall be used for, or
diverted to, purposes other than for the exclusive benefit of the Participants
under the Plan, their Beneficiaries or estates.

FOURTH: The Trustee shall have the following powers and authority in the
administration of the Trust:

         (a) Pursuant to the Employer's Participant's or Agent's directions
         (whichever is applicable), to invest and reinvest all or any part of
         the Trust Fund in:

         (1) Securities obtainable through the brokerage firm selected by the
         Employer and approved by the Trustee "over the counter" or on a
         recognized exchange. Pursuant to section 407(d)(3)(B) of the Employee
         Retirement Income Security Act of 1974 (ERISA), this Plan allows for
         the acquisition or holding of qualifying Employer securities or
         qualifying Employer real property which are administratively acceptable
         to the Trustee subject to the same limitation


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<PAGE>


         concerning the determination of administrative feasibility as described
         in item two below,

         (2) Other lawful trust investments which are administratively
         acceptable to the Trustee Identification of an investment as
         administratively acceptable or not administrative acceptable does not
         constitute a determination by the Trustee of the prudence or
         advisability of the investment nor does the Trustee provide investment
         advice, recommend, or evaluate the merits or suitability of any
         investment,

         (3) Life insurance, endowment, or annuity or

         (4) Any combination of the above, without any duty to diversify and
         without regard whether such property is authorized by the laws of any
         jurisdiction for trust investment;

         (b) To exercise, assign, or otherwise dispose of all rights,
         privileges, options, and elections contained in any life insurance,
         endowment, or annuity contract held by the Trustee;

         (c) To hold part or all of the Trust Fund uninvested or, pursuant to
         the directions of the Employer, Participant, or Agent (whichever is
         applicable), to place the same in a savings account with a bank
         approved by the Trustee or in a money market mutual fund;

         (d) To employ suitable agents and counsel and to pay their reasonable
         expenses and compensation;

         (e) To vote in person or by proxy upon securities held by the Trustee
         and to delegate its discretionary powers;

         (f) Pursuant to the Employer's, Participant's, or their Agent's
         directions (whichever is applicable), to write covered listed call
         options against existing positions and to liquidate or close out such
         option contracts and the purchase of put options on existing long
         positions (the same securities cannot be used to simultaneously cover
         more than one position), to exercise conversion privileges or rights to
         subscribe for additional securities and to make payments therefore;

         (g) To consent to or participate in dissolutions, re-organizations,
         consolidations, mergers, sales, leases, mortgages, transfers, or other
         changes affecting securities held by the Trustee;

         (h) To leave any securities or cash for safekeeping or on deposit, with
         or without interest, with such banks, brokers, and other custodians as
         the Trustee may select, and to hold any securities in bearer from or in
         the name of banks, brokers, and other custodians or in the name of the
         Trustee without qualification or description or in the name of any
         nominee; and

         (i) To invest contributions for Participants through the facilities of
         the brokerage firm named on the Adoption Agreement (or equivalent
         facilities whereby the Employer, Participant, or Agent deals with the
         income or assets of a plan maintained by any other stockbroker selected
         by the Employer and approved by the Trustee);

         To make, execute, and deliver, as Trustee any and all contracts,
         waivers, releases, or other instruments in writing necessary or proper
         for the exercise of any of the foregoing powers.

         (j) The brokerage firm named in the Adoption Agreement is designated by
         the Employer, Agent, or each Participant (whichever is applicable) with
         authority to provide the Trustee with instructions, via confirmations,
         or otherwise, implementing their directions, either directly or through
         their Employer, to the


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<PAGE>

         brokerage firm to purchase and sell securities for their accounts.
         Prior to the entry of any orders to purchase or sell securities in such
         account, the Employer, Agent, or Participant (whichever is applicable)
         shall approve beforehand all such orders and direct the brokerage firm
         either directly or through their Employer, to implement their
         instructions. The Trustee shall honor trades within such account(s)
         without obligation to verify prior authorizations of such trades. The
         brokerage firm shall receive advices of available cash in such
         account(s) and shall forward confirmation of purchases and sales to the
         Trustee and Employer, Participant, or Agent, (whichever is applicable).
         Selling short and executing purchases in an amount greater than
         available cash are prohibited transactions. All investments outside of
         such brokerage account(s) with the brokerage firm shall be accompanied
         by written instructions.

FIFTH: Notwithstanding anything to the contrary contained in this Agreement, the
Trustee shall not make any investment or dispose of any investment held in the
Trust Fund, except upon the direction of the Employer or the Participant or
their Investment Manager.

In accordance with section 404(c) under the Pension Reform Act of 1974 and
should a Participant exercise control over the assets in this Plan which may
provide, if application for individual accounts, such Participant or his/her
Beneficiary shall not be deemed to be a fiduciary by reason of such exercise,
and no person who is otherwise a fiduciary shall be liable under this Plan for
any loss, or by reason of any breach, which results from such Participant's
exercise of control.

The Employer or Participant (whichever is applicable) may appoint in writing an
Investment Manager or Managers to manage (including power to acquire and dispose
of) any of the assets of the Plan.

Any such Investment Manager shall be registered as an investment advisor under
the Investment Advisors Act of 1940. If investment of the Trust Fund is to be
directed by an Investment Manager, the Employer, or Participant shall deliver to
the Trustee a copy of the instruments appointing the Investment Manager and
evidencing the Investment Manager's acceptance of such appointment, an
acknowledgment by the Investment Manager that it is a fiduciary of the Plan, and
a certificate evidencing the Investment Manger's current registration under said
Act. The Trustee shall be fully protected in relying upon such instruments and
certificate until otherwise notified in writing by the Employer and/or
Participant.

The Trustee shall follow the directions of the Employer or Investment Manager
regarding the investment and re-investment of the Participant's or Employer's
Account in the Trust Fund, or such portion thereof as shall be under management
by the Investment Manager. The Trustee shall be under no duty or obligation to
review any investment to be acquired, held, or disposed of pursuant to such
directions nor to make any recommendations with respect to the disposition or
continued retention of any such investment or the exercise or non-exercise of
the powers. Therefore and in accordance with Section 405(d)(2) under the Pension
Reform Act, the Trustee shall have no liability or responsibility for acting or
not acting pursuant to the direction of, or failing to act in the absence of any
direction from, the Employer or Investment Manager, unless the Trustee knows
that by such action or failure to act it would be itself committing or
participating in a breach of fiduciary duty by the Employer or the Investment
Manager of failing to act in the absence of any such direction.

The Employer or Investment Manager at any time and from time to time may issue
orders for the purchase or sale of securities directly to a broker; and in order
to facilitate such transaction, the Trustee upon request shall execute and
deliver appropriate trading authorizations. Written notification of the issuance
of each such order shall be given


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<PAGE>

promptly to the Trustee by the Employer or Investment Manager, and the execution
of each such order shall be confirmed by written advice via confirms or
otherwise to the Trustee by the broker.

In the event that an Employer or Investment Manager should resign or be removed,
the Employer or Participant shall manage the investments pursuant to this
Agreement unless and until the Trustee shall be notified of the appointment of
another Investment Manager with respect thereto as provided in this Article.

The Trustee shall be under no duty to question any such direction of the
Employer, the Participant, or their Agent, to review any securities or other
property held in the Trust Fund, or to make suggestions to the Employer,
Participant, or their Agent with respect to the investment, retention, or
disposition of any assets held in the Trust Fund.

The Trustee shall be under no liability for any loss of any kind which may
result by reason of any action taken by it in accordance with any such direction
of the Employer, Participant, or their Agent or by reason for any failure to act
because of the absence of any such direction.

Notwithstanding anything herein contained to the contrary, the Trustee shall not
engage, either directly, or indirectly, in any "prohibited transactions" which
shall mean:

         (a) sale or exchange, or leasing of any property between a plan and a
         disqualified person;

         (b) lending of money or other extension of credit between a plan and a
         disqualified person;

         (c) furnishing of goods, services, or facilities between a plan and
         disqualified person;

         (d) transfer to, or use by, or for the benefit of, a disqualified
         person of the income or assets of a plan;

         (e) act by a disqualified person who is a fiduciary in his/her own
         interest or his/her own account; or

         (f) receipt for any consideration for his/her own personal account by
         any disqualified person who is a fiduciary from any party dealing with
         the Plan in connection with a transaction involving income or assets of
         the Plan.

The surviving spouse and/or Beneficiary shall be bound by this Trust Agreement
regarding investments and administration of their interest Provided, however,
should the Beneficiary be a minor or in the discretion of the Trustee of unsound
mind, the Trustee will liquidate the interest of such Beneficiary and hold such
interest in an interest bearing account or money market mutual fund until
distributed.

SIXTH: The Trustee shall be paid such reasonable compensation as shall from time
to time be communicated to the Employer by the Trustee, and such compensation
shall be chargeable to the Employer. The Employer hereby covenants and agrees to
pay the same.

The Trustee shall charge against the Employer any taxes paid by it which may be
imposed upon the Trust Fund or the income thereof or upon or with respect to the
interest of any person therein which the Trustee is required to pay, as well as
all expenses of administration of the Trust and the Trust and the Employer
hereby covenants and agrees to pay the same.

In the event the Employer shall at any time fail to pay the Trustee's
compensation, taxes, and expenses, within a reasonable time after demand for
such payment has been made by the Trustee on the Employer, the Trustee will
charge the Employer's Trust Fund such fees, taxes, and expenses and may
liquidate such assets of the fund for such purposes as in its sole discretion it
shall determine. Notwithstanding the provisions of Article SECOND and the first
paragraph of Article FIFTH hereof, all payments under this Article SIXTH and the
liquidation of assets to obtain funds therefore may be made without the


                                       65
<PAGE>

approval or direction of the Employer. If the Trust Fund is not sufficient to
satisfy these fees, taxes, and expenses, then the Trustee will charge the
Employer for such unpaid fees, taxes, and expenses.

SEVENTH: All contributions made by or on behalf of each Participant and all
investments made with such contributions and the earnings thereon shall be
credited to an account maintained for him/her by the Trustee. Such account shall
reflect the amounts contributed for the Participant by the Employer and the
amounts contributed by the Participant by the Employer and the amounts
contributed as voluntary contributions. With respect to investments of
contributions and the earnings thereon the account maintained by the Trustee may
consist of copies of regularly issued broker statements to the Trustee.

Within 90 days from the close of each Plan Year, the Trustee or their agent
shall render an accounting, valuing the assets at fair market value to the
Employer which accounting may consist of copies of regularly issued
broker-dealer statements to the Trustee and copies of insurance company summary
account statements supplied to the Trustee In the absence of the filing in
writing with the Trustee by the Employer of exceptions or objections to any such
accounting within sixty (60) days after the mailing of such accounting, the
Employer shall be deemed to have approved such accounting; and in such case, or
upon the written approval of the Employer of any such accounting, the Trustee
shall be released, relieved, and discharged with respect to all matters and
things set forth in such accounting as though such accounting had been settled
by the decree of a court of competent jurisdiction. No person other than the
Employer may require an accounting or bring any action against the Trustee with
respect to the trust or its actions as Trustee.

The Trustee shall have the right at any time to apply to a court of competent
jurisdiction for judicial settlement of its accounts or for determination of any
questions of constructions which may arise or for instructions. The only
necessary party defendant to such action shall be the Employer except that the
Trustee may, if it so elects, bring in as party defendant any other person or
persons.

EIGHTH: The Trustee shall be fully protected in acting upon any instrument,
certificate, or paper believed by it to be genuine and to be signed or presented
by the proper person or person, and the Trustee shall be under no duty to make
any investigation or inquiry as to any statement contained in any such writing
but may accept the same as conclusive evidence of the truth and accuracy of the
statements therein contained.

The Trustee shall be under no duty to question any direction of any Employer,
Participant, or Investment Manager with respect to investments, to review any
securities or other property held in trust or to make suggestions to the
Employer, Participant, or Investment Manager with respect to investments and the
Trustee will not be liable for any loss which may result by reason of
investments made by it in accordance with directions of an Employer,
Participant, or Investment Manager.

The Trustee shall not be responsible for financial losses incident to errors,
mistakes, or omissions caused by banks, brokers, stockbrokers, or other
custodians as the Trustee may select with whom any part of the Trust Fund,
principal or income, has been left and the Trustee will not be liable for any
loss which may result therefrom or the failure of such banks, brokers,
stockbrokers, or other custodians to comply with the direction of the Trustee
provided that the Trustee shall not be negligent in the appointment of such
banks, brokers, stockbrokers, and other custodians.

Whenever the service of a stockbroker or a dealer are required, the Trustee
shall engage the brokerage firm named on the Adoption Agreement provided;
however, the Trustee may in its discretion appoint another stockbroker or dealer
selected by the Employer to handle investments in securities under the Plan.


                                       66
<PAGE>

The Trustee shall not be liable for the proper application of any part of the
Trust Fund if distributions are made in accordance with the written directions
of the Employer as herein provided nor shall the Trustee be responsible for the
adequacy of the Trust Fund to meet and discharge any and all distributions and
liabilities under the Plan. All persons dealing with the Trustee are released
from inquiry into the decision or authority of the Trustee and from seeing to
the application of any moneys, securities, or other property paid or delivered
to the Trustee.

Neither the Trustee, or any agent named hereunder, nor the Employer shall be
liable hereunder in any respect except for their own negligence or willful
misconduct.

NINTH: The Trustee may resign at any time upon sixty days notice to the
Employer. The Trustee may be removed at any time by the Employer upon thirty
days written notice to the Trustee. Upon resignation or removal of the Trustee,
the Employer shall appoint a successor Trustee which shall have the same powers
and duties as are conferred upon the Trustee hereunder, and in default thereof,
such successor Trustee may be appointed by a court of competent jurisdiction.
Upon the delivery by the resigning or removed Trustee to its successor Trustee
of all property of the Trust Fund, less such reasonable amount as it shall deem
necessary to provide for its expenses, compensation, and any taxes or advances
chargeable or payable out of the Trust Fund, the successor Trustee shall
thereupon have the same powers and duties as are conferred upon the Trustee. No
successor Trustee shall have any obligation or liability with respect to the
acts or omissions of its predecessors.

The actual appointment of a successor Trustee to whom the Trust assets may be
transferred must be fulfilled before the resignation or removal of the Trustee
shall become effective. The transfer of the trust assets shall be made
coincidentally with an accounting by the resigned or removed Trustee and shall
endorse, transfer, convey, and deliver to the successor Trustee all of the fund,
securities, or other property then held by it under the Trust, together with
such records as may be reasonably required in order that the successor Trustee
may properly administer the Trust.

The Employer shall substitute a bank as Trustee or Custodian of the insurance
contracts if the Employer is notified by the Internal Revenue Service that such
substitution is required because holder of the contract is not keeping such
records, or making such returns, or rendering such statements as are required by
law.

TENTH: This Agreement and the Trust created hereby will be terminated in the
case of complete distribution of the Trust Fund pursuant to Article XVII of the
Plan.

ELEVENTH: This Agreement and the Trust created hereby shall be construed,
regulated, and administered under the laws of the State of Delaware, and any
court accounting shall be in the courts of that State only.

All contributions to the Trustee shall be deemed to take place in the State in
which the principal place of business of the Trustee is located.

TWELFTH: This Agreement may be executed in any number of counterparts, each one
of which shall be deemed to be the original although the others shall not be
produced.



Non-Standardized 401(k) Plan

                                       67