BANKFIRST PROTOTYPE DEFINED CONTRIBUTION PLAN AND TRUST

      BankFirst hereby establishes this Prototype Plan and Trust for Employers
wishing to establish or continue to maintain profit sharing or money purchase
pension plans.

      An Employer may adopt this Prototype Plan as part of its Plan by
completing and signing an Adoption Agreement, which adoption shall be effective
when executed by the Trustee.

                  Defined Contribution Basic Plan Document #01
<PAGE>

                               TABLE OF CONTENTS

ARTICLE 1, PURPOSE OF PLAN AND TRUST AND IMPLEMENTING PROVISIONS              
      1.01  Purpose .......................................................  1
      1.02  Tax Aspects ...................................................  1
      1.03  Adoption Agreement ............................................  1
                                                                             
ARTICLE 2, DEFINITIONS ....................................................  1
                                                                             
ARTICLE 3, ELIGIBILITY AND PARTICIPATION                                     
      3.01  Eligibility ...................................................  7
      3.02  Participation .................................................  7
      3.03  Return to Eligible Class ......................................  8
      3.04  Transfers Among Adopting Employers Which Are Controlled          
            Group Members .................................................  8
      3.05  Controlled Trades or Businesses ...............................  8
      3.06  Acceptance ....................................................  8
                                                                             
ARTICLE 4, CONTRIBUTION                                                      
      4.01  Employer Contributions ........................................  8
      4.02  Employee Contributions ........................................  9
      4.03  Elective Deferrals ............................................  9
      4.04  Rollover Contributions ........................................  9
      4.05  Trustee-To-Trustee Transfers .................................. 10
      4.06  Prohibition of Reversion ...................................... 10
                                                                             
ARTICLE 5, PARTICIPANTS' ACCOUNTS                                            
      5.01  Establishment of Participants' Accounts ....................... 10
      5.02  Valuation of Trust Fund ....................................... 11
      5.03  Allocation of Employer Contributions .......................... 11
      5.04  Forfeitures ................................................... 12
      5.05  Trust Earnings and Losses ..................................... 12
      5.06  Inactive Participants ......................................... 12
      5.07  Limitations on Allocations .................................... 12
      5.08  Participant-Directed Investments .............................. 17
                                                                            
ARTICLE 6, CASH OR DEFERRED ARRANGEMENT                                     
      6.01  Salary Reduction Agreement .................................... 17
      6.02  Annual Limit on Elective Deferrals ............................ 18
      6.03  Distribution of Excess Elective Deferrals ..................... 18
      6.04  Actual Deferral Percentage Test ............................... 18
      6.05  Distribution of Excess Contributions .......................... 19
      6.06  Recharacterization ............................................ 20
      6.07  Voluntary Non-deductible Contributions ........................ 20
      6.08  Matching Contributions ........................................ 20
      6.09  Forfeitures and Vesting of Matching Contributions ............. 20
      6.10  Qualified Matching Contributions .............................. 20
      6.11  Limitations on Employee Contributions and Matching              
            Contributions ................................................. 20
      6.12  Distribution of Excess Aggregate Contributions ................ 22
      6.13  Qualified Non-elective Contributions .......................... 23
      6.14  Nonforfeitability and Vesting ................................. 23
      6.15  Distribution Requirements ..................................... 23
      6.16  Hardship Distribution ......................................... 23
      6.17  Top-Heavy Requirements ........................................ 24
                                                                           
ARTICLE 7, RETIREMENT BENEFITS
      7.01  Normal Retirement ............................................. 24
      7.02  Early Retirement .............................................. 24
      7.03  Disability Retirement ......................................... 24

ARTICLE 8, DEATH BENEFITS
      8.01  Death Benefit ................................................. 24
      8.02  Insured Death Benefit ......................................... 24

ARTICLE 9, BENEFITS ON SEPARATION FROM SERVICE
      9.01  Vested Benefit ................................................ 26
      9.02  Forfeitures ................................................... 26

ARTICLE 10, PAYMENT OF BENEFITS
      10.01 Payment of Benefits ........................................... 26
      10.02 Time of Payment ............................................... 27
      10.03 Restrictions on Immediate Distribution. ....................... 27
      10.04 Termination of Employment Prior to Early Retirement ........... 27
      10.05 In-Service Withdrawals ........................................ 28
      10.06 Distribution Requirements ..................................... 29
      10.07 Required Beginning Date ....................................... 29
      10.08 Limits on Distribution Periods ................................ 29
      10.09 Determination of Amount to 29 Distributed Each Year ........... 29
      10.10 Death Distribution Provisions ................................. 30
      10.11 Definitions ................................................... 30
      10.12 Transitional Rule ............................................. 31
      10.13 Failure to Locate ............................................. 32
      10.14 Premature Distributions ....................................... 32
                                                                           
ARTICLE 11, JOINT AND SURVIVOR ANNUITY REQUIREMENTS
      11.01 Controlling Article ........................................... 32
      11.02 Qualified Joint and Survivor Annuity .......................... 33
      11.03 Qualified Pre-Retirement Surviv Annuity ....................... 33
      11.04 Definitions ................................................... 33
      11.05 Notice Requirements ........................................... 34
      11.06 Safe Harbor Rules ............................................. 34
      11.07 Transitional Rules ............................................ 35
      
ARTICLE 12, LOANS ......................................................... 36

ARTICLE 13, TOP-HEAVY PLANS
      13.01 Definitions ................................................... 37
      13.02 Minimum Allocation ............................................ 38
      13.03 Minimum Vesting Schedule ...................................... 38
      13.04 Special Limitation on Top Heavy Allocations in Multiple         
            Plans: "Code Section 415(e) Buy-Back" ......................... 39

ARTICLE 14, PAIRED PLANS
      14.01 Paired Plans .................................................. 39
      14.02 Multiple Benefits from Super Top Heavy Paired Plans ........... 39
      14.03 Minimum Defined Contribution Plan Allocations Under Top         
            Heavy Paired Plans with Code Section 415(e) Buy-Back .......... 39
      14.04 Minimum Defined Contribution Plan Allocations Under Super Top   
            Heavy Paired Plans or Without Code Section 415(e) Buy-Back .... 40
      14.05 Defined Contribution Paired Plan Prevention of Duplication of   
            Allocations ................................................... 40
      14.06 Forfeitures in Profit-Sharing Plans ........................... 40
      14.07 Integrated Paired Plans ....................................... 40
<PAGE>

ARTICLE 15, PLAN ADMINISTRATION
      15.01 Administrator ................................................. 40
      15.02 Claims Procedure .............................................. 41
      15.03 Records ....................................................... 41
      15.04 Delegation of Authority ....................................... 41
      15.05 Correction of Errors .......................................... 42
      15.06 Domestic Relations Orders ..................................... 42
                                                                            
ARTICLE 16, THE TRUST                                                       
      16.01 The Trust ..................................................... 43
      16.02 Contributions to Trustee ...................................... 43
      16.03 Investment Powers ............................................. 43
      16.04 Appointment of Investment Manager ............................. 44
      16.05 Employer-Directed Investments ................................. 45
      16.06 Insurance Contracts ........................................... 45
      16.07 Custodial Role ................................................ 45
      16.08 Liability of Trustee .......................................... 45
      16.09 Court Actions ................................................. 45
      16.10 Prudent Man Rule .............................................. 45
      16.11 Prohibited Transactions ....................................... 45
      16.12 Conflict of Interest .......................................... 45
      16.13 Exemptions .................................................... 46
      16.14 Insurance ..................................................... 46
      16.15 Accounts ...................................................... 46
      16.16 Reports ....................................................... 46
      16.17 Payments ...................................................... 46
      16.18 Direction of Committee ........................................ 46
      16.19 Impossibility of Performance .................................. 46
      16.20 Expenses ...................................................... 46
      16.21 Taxes ......................................................... 47
      16.22 Resignation or Removal of Trustee ............................. 47
      16.23 Transfer of Assets to a Successor Trustee or Other Medium       
            of Funding .................................................... 47
      16.24 Assets of Controlled Group Members ............................ 47

ARTICLE 17, AMENDMENT OR TERMINATION
      17.01 Employer's Right to Amend Plan ................................ 47
      17.02 Sponsor's Right to Amend Plan ................................. 48
      17.03 Limitation of Right to Amend .................................. 48
      17.04 Termination of Plan by Employer ............................... 48
      17.05 Sponsor's Withdrawal of Participation in Master Plan .......... 48
      17.06 Failure of Qualification ...................................... 49
      17.07 Mergers ....................................................... 49

ARTICLE 18, MISCELLANEOUS
      18.01 Liability of Employer ......................................... 49
      18.02 Spendthrift Clause ............................................ 49
      18.03 Successor Business of Employer ................................ 49
      18.04 Qualification by the Internal Revenue Service ................. 49
      18.05 Use Limited to Qualified Trusts ............................... 49
      18.06 Conflict of Provisions ........................................ 49
      18.07 Definition of Words ........................................... 49
      18.08 Titles ........................................................ 50
<PAGE>

                                   ARTICLE 1
                         PURPOSE OF PLAN AND TRUST AND
                            IMPLEMENTING PROVISIONS

1.01 Purpose. The purpose of this Plan and Trust is to enable the Employer to
establish or continue a defined contribution plan for its employees.

1.02 Tax Aspects. It is the intent of the Sponsor in establishing this Plan and
Trust that it qualify and remain qualified under Sections 401(a) and 501(a) of
the Internal Revenue Code of 1986, as amended. However, in the event that the
Trust hereunder after once having been qualified, fails to retain qualification,
the provisions of Section 17.06 hereof shall be applicable as of the date said
Trust is no longer qualified.

1.03 Adoption Agreement. For purposes of facilitating the creation of this Plan
and Trust under procedures promulgated by the Internal Revenue Service for
establishing a variable form master defined contribution plan and trust, the
Adoption Agreement executed by the Employer and the Trustee is hereby made a
part hereof by reference as if fully set forth herein, and the definitions and
provisions thereof elected by the Employer shall be applicable to the Plan and
Trust of the Employer.

                                   ARTICLE 2
                                  DEFINITIONS

      Unless otherwise explicitly specified, the following words and phrases as
used herein shall have the meanings set forth below and shall be interpreted as
stated in this ARTICLE.

2.01 "Account or Accounts" shall mean a Participant's Employer Contributions
Account, Voluntary Contributions Account, Deductible Contributions Account,
Elective Deferral Account, Rollover Account, Trustee-to-Trustee Transfer Account
and Participant-Directed Investment Account, as described in Section 5.01.

2.02 "Accumulated Net Profits" shall mean that part of the surplus of the
Employer derived from Net Profits and retained from time to time by the
Employer.

2.03 "Administrator" shall mean, with respect to the Plan, the party to which
the Employer shall delegate its administrative duties and responsibilities in
accordance with ARTICLE 15 of the Plan and Section 3 of the Adoption Agreement.
If the Employer does not delegate its administrative duties and
responsibilities, the Employer shall be the Administrator. 

2.04 "Adoption Agreement" shall mean the instrument by which the Employer elects
to establish or continue its Plan by adoption of this prototype plan document.

2.05 "Allocation Date" shall mean the last day of each Plan Year. The Employer
may establish such other Allocation Dates during a Plan Year; provided, however,
that the use of more than one Allocation Date during a Plan Year shall not be
applied so as to result in discrimination in favor of Employees who are
officers, shareholders or highly compensated.

2.06 "Anniversary Date" shall mean the first day of a Plan Year.

2.07 "Beneficiary" shall mean the recipient or recipients last designated by the
Participant in writing on forms provided by the Employer who shall receive any
benefits payable under the Plan upon the death of such Participant, subject,
however, to the requirements of ARTICLES 8 and 11. If no such designation of
Beneficiary has been received by the Employer prior to the date of death of the
Participant, then such benefit shall be payable to the estate of the
Participant.

2.08 "Board" shall mean the board of directors of the Employer.

2.09 "Break in Service" shall mean a twelve (12) consecutive month period during
which an Employee has not been credited with more than five hundred (500) Hours
of Service. For eligibility purposes, the period shall mean the Eligibility
Computation Period. For purposes of computing an Employee's nonforfeitable right
to the Account balance derived from Employer Contributions, Breaks in Service
will be measured by the twelve (12) consecutive month period designated by the
Employer in Section 11(b) of the Adoption Agreement.

2.10 "CODA" shall mean a qualified cash or deferred arrangement as described in
Section 401(k) of the Code, ARTICLE VI of the Plan, and Section 24 of the profit
sharing plan Adoption Agreement.

2.11 "Code" shall mean the Internal Revenue Code of 1986, as amended.

2.12 "Committee" shall mean the committee to which the Employer may delegate its
administrative duties and responsibilities in accordance with ARTICLE 15.

2.13 "Compensation" shall mean all of each Participant's compensation as that
term is defined in Section 5.07(e)(ii) 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
Partici-


                                      -1-
<PAGE>

pant during the applicable period. Except as provided elsewhere in this Plan,
the applicable period shall be the period elected by the Employer in Section 9
of the Adoption Agreement. If the Employer makes no election, the applicable
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 which is not includible in the
gross income of the Employee under Section 125, 402(a)(8), 402(h) or 403(b) of
the Code.

      For years beginning after December 31, 1988, the annual Compensation of
each Participant taken into account under the Plan for any Year shall not exceed
$200,000, as 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 years beginning in such
calendar year and the first adjustment to the $200,000 limitation is effected on
January 1, 1990. If the Plan determines Compensation on a period of time that
contains fewer than 12 calendar months, then the annual Compensation limit is an
amount equal to the annual Compensation limit for the calendar year in which the
Compensation period begins multiplied by the ratio obtained by dividing the
number of full months in the period by 12.

      If Compensation for any prior Plan Year is taken into account in
determining an Employee's Contributions or benefits for the current year, the
Compensation for such prior year is subject to the applicable annual
Compensation limit in effect for that prior year. For this purpose, for years
beginning before January 1, 1990, the applicable annual Compensation limit is
$200,000.

      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 nineteen (19) before the close of the Year.

      If, as a result of the application of such rules the adjusted $200,000
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.

2.14 "Controlled Group Member" shall mean, except as modified in Section
5.07(f)(vi), as follows: (a) any corporation which is a member of a controlled
group of corporations (as defined in Section 414(b) of the Code) of which the
Employer is a member, (b) any organization which is a member of a group of
trades or businesses (whether or not incorporated) which is under common control
with respect to the Employer (as defined in Section 414(c) of the Code), (c) any
organization which is a member of an affiliated service group (as defined by
Section 414(m) of the Code), or (d) any other entity required to be aggregated
with the Employer pursuant to Section 414(o) of the Code and the regulations
thereunder; but only for the period during which such other corporation, trade
or business, organization or entity and the Employer are members of such
controlled group of corporations, are under such common control, are serving as
such affiliated service group or are required to be aggregated. All employees of
Controlled Group Members shall be treated as employed by a single employer.

2.15 "Disability" shall mean the inability to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
that can be expected to result in death or which has lasted or can be expected
to last for a continuous period of not less than twelve (12) months. The
permanence and degree of such impairment shall be supported by medical evidence.
If elected by the Employer in Section 8 of the Adoption Agreement,
nonforfeitable contributions will be made to the Plan on behalf of each disabled
Participant who is not a Highly Compensated Employee (within the meaning of
Section 414(q) of the Code).

2.16 "Early Retirement Age" shall mean the age selected in Section 13(b) of the
Adoption Agreement, at which time a Participant shall be entitled to receive an
Early Retirement Benefit.

2.17 "Early Retirement Benefit" shall mean the benefit to which a Participant is
entitled at his Early Retirement Date.

2.18 "Early Retirement Date" shall mean the date the Participant attains his
Early Retirement Age and is fully vested pursuant to Section 9.01 of the Plan
and Section 11 of the Adoption Agreement.

2.19 "Earned Income" shall mean the net earnings from self-employment in the
trade or business with respect to which the Plan is established, for which
personal services of the individual are a material income-producing factor. Net
earnings shall 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 Employer by Section 164(f) of the Code for taxable
years beginning after December 31, 1989.


                                      -2-
<PAGE>

2.20 "Effective Date" shall mean, as to the Employer, the Effective Date of the
Plan as specified in Section 1(b) of the Adoption Agreement.

2.21 "Elective Deferrals" shall mean contributions made at the election of the
Participant by the Employer pursuant to ARTICLE 6 of the Plan.

2.22 "Eligibility Computation Period" shall mean, for purposes of determining
Years of Service and Breaks in Service for purposes of eligibility, the
following;

            (a) The initial Eligibility Computation Period is the twelve (12)
      consecutive month period beginning on the Employment Commencement Date.

            (b) The succeeding twelve (12) consecutive month periods shall
      commence on one of the following dates, as elected by the Employer in
      Section 5 of the Adoption Agreement:

                  (i) The first anniversary of the Employee's Employment
            Commencement Date; or

                  (ii) The first Plan Year which commences prior to the first
            anniversary of the Employee's Employment Commencement Date
            regardless of whether the Employee is entitled to be credited with
            one thousand (1,000) Hours of Service during the initial Eligibility
            Computation Period. An Employee who is credited with one thousand
            (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 the Employee's initial Eligibility Computation Period
            will be credited with two (2) Years of Service for purposes of
            eligibility to participate.

      Years of Service and Breaks in Service will be measured on the same
Eligibility Computation Period.

2.23 "Employee" shall mean any employee of the Employer maintaining the Plan or
of any other employer required to be aggregated with the Employer under Section
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
preceding sentence as provided in Section 414(n) or (o) of the Code. For
purposes of this Section, Employee shall also include an Owner-Employee or
Self-Employed Individual. An individual who is classified in one or more of the
categories specifically excluded in Section 4 of the Adoption Agreement shall
not be defined as an Employee for purposes of the Plan unless and until he
ceases to be so classified; provided, however, that any such excluded individual
shall be credited with Hours of Service hereunder during the period he is
excluded for purposes of determining his Years of Vesting Service and the time
of his participation in the Plan in the event he ceases to be so classified.

2.24 "Employee Contributions" shall mean contributions made by the Employee
pursuant to Section 4.02 of the Plan and Section 10 of the Adoption Agreement.

2.25 "Employer" shall mean that business organization, its predecessors (if, and
to the extent, Years of Service thereunder is to be included pursuant to Section
2.61 of the Plan and Section 12 of the Adoption Agreement), successors and/or
assigns, which have duly executed an Adoption Agreement. The Employer also
includes any Controlled Group Member that adopts the Plan as provided in Section
23 of the Adoption Agreement.

2.26 "Employer Contributions" shall mean contributions made by the Employer
pursuant to Section 4.01 of the Plan and Section 7 of the Adoption Agreement.

2.27 "Employment Commencement Date" shall mean the date on which an Employee
first performs an Hour of Service.

2.28 "Entry Date" shall mean the date on which an Employee enters the Plan
pursuant to Section 5(d) of the Adoption Agreement.

2.29 "ERISA" shall mean Public Law 93-406, popularly known as the Employee
Retirement Income Security Act, as amended.

2.30 "Five-Percent Owner" shall mean any person who owns (or is considered as
owning within the meaning of Section 318 of the Code) more than five (5) percent
of the outstanding stock of a corporate Employer or stock possessing more than
five (5) percent of the total combined voting power of all stock of the Employer
or more than five (5) percent of the interest in the non-corporate Employer.

2.31 "Forfeiture" shall mean the non-vested portion of a Participant's Employer
Contributions Account which is forfeited pursuant to Sections 5.04 and 9.02.

2.32 "Highly Compensated Employee" shall mean any Employee who performs Service
for the Employer during the determination year and who, during the look-back
year (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


                                      -3-
<PAGE>

Compensation during such year that is greater than fifty (50) percent of the
dollar limitation in effect under Section 415(b) (1)(A) of the Code. The term
Highly Compensated Employee also includes: (i) 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 one hundred (100)
Employees who received the most Compensation from the Employer during the
determination year; and (ii) Employees who are Five-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 and the look-back year shall be
one of the following, as selected in Section 24, Item 14 of Adoption Agreement
#001 or #002:

            (1) The "determination year" shall be the Plan Year for which
      testing is being performed, and the "look-back year" shall be the
      twelve-month period immediately preceding the determination year.

            (2) The "look-back year" shall be the calendar year ending with or
      within the Plan Year for which testing is being performed (or, in the case
      of a Plan Year that is shorter than twelve months, the calendar year
      ending with or within the twelve-month period ending with the end of the
      Plan year). The "determination year" (if applicable) shall be the period
      of time, if any, by which the applicable determination year extends beyond
      the "look-back year" (the "lag period"). If the "lag period" is less than
      twelve months long, the dollar threshold amounts specified in (a), (b) and
      (c) above shall be adjusted by multiplying such dollar amounts by a
      fraction, the numerator of which is the number of calendar months that are
      included in the "lag period" and the denominator of which is twelve.

      A Highly Compensated Employee includes any Employee whose Termination of
Employment occurred (or who was deemed to have incurred a Termination of
Employment) 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 Termination 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 Five-Percent Owner who is an active or former Employee or a
Highly Compensated Employee who is one of the ten (10) most highly compensated
Employees ranked on the basis of Compensation paid by the Employer during such
year, then the Family Member and the Five-Percent Owner or top-ten Highly
Compensated Employee shall be aggregated. In such case, the Family Member and
Five-Percent Owner or top-ten Highly Compensated Employee 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 Five-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 one hundred (100) Employees, the number of Employees treated as officers
and the Compensation that is considered, will be made in accordance with Section
414(q) of the Code and the regulations thereunder.

      If elected by the Employer in Section 24, Item 15 of Adoption Agreement
#001 or #002, the first paragraph of this Section 2.32 shall be modified by
substituting "$50,000" for "$75,000" in (a) and by disregarding (b). This
simplified definition of Highly Compensated Employee will apply only to
Employers that maintain significant business activities (and employ employees)
in at least two significantly separate geographic areas.

2.33 "Hour of Service" shall mean the following;

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

      (b) Each hour for which an Employee is paid, or entitled to payment, by
the Employer and/or a Controlled Group Member on account of a period of time
during which no duties were 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 five hundred one (501) Hours of Service shall be credited under this
subsection (b) for any single continuous period (whether or not such period
occurs in a single computation period). Hours under this subsection (b) will be
calculated and credited pursuant to Section 2530.200b-2 of the Department of
Labor Regulations which is incorporated herein by this reference.

      (c) Each hour for which back pay, irrespective of mitigation of damages,
is either awarded or agreed to by the Employer. The same hours shall not be
credited both under subsection (a) or (b) and under this subsection (c). These
hours shall be credited to the Employee


                                      -4-
<PAGE>

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 Controlled Group
Members.

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

      Solely for purposes of determining whether a Break in Service for
participation and vesting purposes has occurred in a computation period, an
individual who is absent from work for maternity or paternity reasons or is on
an authorized leave of absence (defined below) shall receive credit for the
Hours of Service which would otherwise have been credited to such individual but
for such absence, or in any case in which such hours cannot be determined, eight
(8) Hours of Service per day of such absence. For purposes of this paragraph, an
absence from work for maternity or paternity reasons means an absence (i) by
reason of the pregnancy of the individual, (ii) by reason of a birth of a child
of the individual, (iii) by reason of the placement of a child with the
individual in connection with the adoption of such child by such individual, or
(iv) for purposes of caring for such child for a period beginning immediately
following such birth or placement. An "authorized leave of absence" means any
unpaid absence authorized by the Employer under the Employer's standard
personnel practices, provided that all persons under similar circumstances must
be treated alike in the granting of such Authorized Leaves of Absence. An
absence due to service in the Armed Forces of the United States shall be
considered an authorized leave of absence provided that the absence is caused by
war or other emergency, or provided that the Employee is required to serve under
the laws of conscription in time of peace. The Hours of Service credited under
this paragraph for maternity or paternity reasons will be credited (1) in the
computation period in which the absence begins if the crediting is necessary to
prevent a Break in Service in that period, or (2) in all other cases, in the
following computation period.

      Hours of Service shall be determined on the basis of the method selected
in Section 6 of the Adoption Agreement.

2.34 "Inactive Participant" shall mean a Participant (or former Participant who
has a balance remaining in his Accounts) who is not entitled to share in the
allocation of Employer Contributions because the Participant is excluded
pursuant to the option selected in Section 7(a) of the money purchase pension
plan Adoption Agreement or Section 8(a) of the profit sharing plan Adoption
Agreement.

2.35 "Investment Manager" shall mean

      (a) a registered investment advisor under the Investment Advisors Act of
1940, a bank as defined in that Act or an insurance company that:

            (i) is qualified to perform services relating to the management,
      acquisition or disposition of Plan assets, and

            (ii) has acknowledged fiduciary responsibility to the Plan in
      writing, or

      (b) a bank or trust company that is subject to supervision by the United
States or a State, a broker or dealer registered under the Securities Exchange
Act of 1934 or a "leasing agency" as defined in Section 3(a)(23) of the
Securities Exchange Act of 1934, or a nominee of such bank, trust company,
broker or dealer, or clearing agency.

2.36 "Leased Employee" shall mean 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 for
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 (1) 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: (i) a
nonintegrated employer contribution rate of at least ten (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 are excludible from
the employee's gross income under Section 125, 402(a)(8), 402(h) or 403(b) of
the Code, (ii) immediate participation, and (iii) full and immediate vesting;
and (b) Leased Employees do not constitute more than twenty (20) percent of the
recipient's nonhighly compensated work force.

2.37 "Net Profits" shall mean the Net Profits of the Employer as defined in
Section 7 of the Adoption Agreement (for Profit-Sharing Plans).

2.38 "Normal Retirement Age" shall mean the age selected in Section 13 of the
Adoption Agreement, at which time a Participant shall be entitled to receive a


                                      -5-
<PAGE>

Normal Retirement Benefit. 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.

2.39 "Normal Retirement Benefit" shall mean the benefit to which a Participant
is entitled at his Normal Retirement Date.

2.40 "Normal Retirement Date" shall mean the first day of the month coincident
with or next following a Participant's Normal Retirement Age.

2.41 "Owner-Employee" shall mean an individual who is a sole proprietor, or who
is a partner owning more than ten (10) percent of the capital or profits
interest of the partnership.

2.42 "Paired Plans" shall mean two (2) defined contribution plans adopted by the
Employer pursuant to Adoption Agreements #001 and #003 under this prototype
plan, the Defined Contribution Basic Plan Document #01, when paired under
ARTICLE 14. Paired Plans shall be standardized plans established by the Employer
pursuant to Revenue Procedure 84-23, as updated by Revenue Procedure 89-9.

2.43 "Participant" shall mean an Employee who meets all applicable conditions of
eligibility of Section 5 of the Adoption Agreement and has commenced
participation in accordance with such Section and ARTICLE 3 hereof.

2.44 "Plan" shall mean the defined contribution plan established by the Employer
as described in the Adoption Agreement, together with the applicable provisions
of this Plan, including the Trust established pursuant to ARTICLE 16 hereof, and
any and all amendments thereto.

2.45 "Plan Year" shall mean the twelve (12) consecutive month period designated
by the Employer in Section 1(d) of the Adoption Agreement.

2.46 "Predecessor Employer" shall mean the same business of the Employer prior
to its present form. For example, if the Employer is presently in corporate
form, it shall mean the same business operated as a proprietorship or
partnership.

2.47 "Predecessor Plan" shall mean the plan of deferred compensation, if any,
which has been amended and restated by adoption of this Plan.

2.48 "Qualified Joint and Survivor Annuity" shall mean an immediate annuity for
the life of the Participant with a survivor annuity for the life of the Spouse
as described in Section 11.04(d).

2.49 "Qualified Life Insurance Company" shall mean a legal reserve life
insurance company licensed to do business in the State in which the Employer
maintains its principal place of business.

2.50 "Retired Participant" shall mean any Participant whose Termination of
Employment entitles the Participant to receive benefits under Section 7.01, 7.02
or 7.03, subject to ARTICLE 11.

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

2.52 "Service" shall mean service as an Employee of the Employer.

2.53 "Sponsor" shall mean BankFirst, the sponsoring organization.

2.54 "TEFRA" shall mean the Tax Equity and Fiscal Responsibility Act of 1982.

2.55 "Termination of Employment" shall mean the cessation of active work for the
Employer. However, should an Employee cease active work due to sickness, injury,
leave of absence, or temporary layoff, employment shall be deemed to be
continued until receipt by the Trustee, from the Employer, of a written notice
of termination. In the giving of such notice of the Employer to the Trustee, all
Participants in similar situations shall be treated alike.

2.56 "Trust Fund" shall mean the assets of the Trust established pursuant to
ARTICLE 16 hereunder, held and administered by the Trustee for purposes of this
Plan.

2.57 "Trust Fund Earnings" shall mean (a) the fair market value of the Trust
Fund on the current Allocation Date, minus (b) the fair market value of the
Trust Fund on the Allocation Date that immediately precedes the current
Allocation Date, minus (c) all contributions paid to the Trust Fund from such
preceding Allocation Date through the current Allocation Date (including any
dividends or credits earned on insurance contracts), plus (d) all benefits paid
to Participants from such preceding Allocation Date through the current
Allocation Date (including any insurance premiums paid or accrued).

2.58 "Trustee" shall mean the individual or, jointly and severally, the
individuals as specified in Section 3 of the Adoption Agreement who have
accepted the duties and responsibilities of this position by execution of the
Adoption Agreement or such other writing as will


                                      -6-
<PAGE>

evidence such acceptance. The Trustee shall be specifically limited to those
other affiliates of the Sponsor which are legally authorized to perform
fiduciary trust services and to those individuals and organizations permitted by
law and authorized in writing by the Sponsor to act as Trustee to the extent so
authorized.

2.59 "Vested Benefit" shall mean the portion of an Account to which a
Participant is entitled as determined under Section 9.01 of the Plan and Section
11 of the Adoption Agreement.

2.60 "Year of Service" shall mean a twelve (12) consecutive month period during
which an Employee has been credited with at least one thousand (1,000) Hours of
Service. For eligibility purposes, the period shall be the Eligibility
Computation Period. For vesting purposes, the period will be measured by the
Plan Year, or the twelve (12) consecutive month period commencing on the date
the Employee first performs on Hour of Service and each subsequent twelve (12)
consecutive month period commencing on the anniversary of such date, as elected
by the Employer in Section 11 of the Adoption Agreement. For all other purposes,
the period will be measured by the Plan Year.

      If the Employer maintains the plan of a Predecessor Employer, years of
service with such Predecessor Employer will be treated as Years of Service for
the Employer.

      If the first Plan Year is a Short Plan Year (less than twelve (12)
consecutive months) or the Plan Year is changed creating a Short Plan Year, the
following special rules apply for determining Years of Service:

            (a) A Participant receives credit for a Year of Service for purposes
      of receiving an allocation of Employer Contributions (and Forfeitures, if
      applicable), and for purposes of computing Years of Service for vesting
      purposes and Years of Service for eligibility purposes, if the Participant
      receives credit for the Applicable Hours during the Short Plan Year. The
      term Applicable Hours shall equal "X" where X is defined as H/12 times Y
      where Y equals the number of complete months in the Short Plan Year, and H
      equals 1,000 Hours of Service.

            (b) Notwithstanding the above, if a Participant would have been
      credited with a Year of Service for vesting purposes during the 12 month
      period beginning on the first day of the Short Plan Year, then the
      Participant will receive a Year of Service for vesting purposes for the
      Short Plan Year.

2.61 "Years of Vesting Service" shall mean the sum of an Employee's Years of
Service expressed in whole years; excluding, however, any Years of Service
excluded under Section 12 of the Adoption Agreement.

                                   ARTICLE 3
                         ELIGIBILITY AND PARTICIPATION

3.01 Eligibility. Each Employee who is not excluded from participation under
Section 4 of the Adoption Agreement and who has met the eligibility requirements
set forth in Section 5 of the Adoption Agreement shall be eligible to become a
Participant on the Entry Date. Notwithstanding the foregoing, an Employee shall
enter the Plan no later than the earlier of:

            (a) the first day of the Plan Year beginning after the date on which
      the Employee has met the minimum age and service requirements; or

            (b) six (6) months after the date the requirements are met.

3.02 Participation. Each Employee who has met the eligibility requirements for
participation shall become a Participant as set forth in Section 5 of the
Adoption Agreement, with the following exceptions:

            (a) In the case of an Employer which maintained a Predecessor Plan,
      each Employee participating in such plan immediately prior to the
      Effective Date hereof shall become a Participant on the Effective Date
      hereof.

            (b) If the Plan provides one hundred (100) percent vesting
      immediately after an Employee completes the eligibility requirements set
      forth in Section 5 of the Adoption Agreement, and an Employee has a one
      (1) year Break in Service before satisfying the Plan's requirements for
      eligibility, Service before such Break will not be taken into account.

            (c) 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 one (1)
      year Breaks in Service will not be taken into account in computing
      eligibility Service if the number of consecutive one (1) year Breaks in
      Service in such period equals or exceeds the greater of five (5) or the
      aggregate number of Years of Service. 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. If a
      Participant's Years of Service are disregarded pursuant to this subsection
      (c), such Participant will be treated as a new Employee for eligibility
      purposes. If a Participant's Years of Service may not be disregarded
      pursuant to this subsection (c), such Participant shall continue to
      participate in the Plan, or, if terminated, shall participate immediately
      upon reemployment.


                                      -7-
<PAGE>

3.03 Return to Eligible Class. 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 pursuant to Section 3.02.

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

3.04 Transfers Among Adopting Employers Which Are Controlled Group Members. A
transfer of an Employee directly from one adopting Employer which is a
Controlled Group Member to another shall not constitute a termination of
employment or an interruption in Years of Service; provided, however, that there
shall be no duplication of benefits. The Accounts, if any, attributable to a
Participant's Service with an Employer which is a Controlled Group Member from
which he transferred shall be retained in such Employer's Plan, shall be
credited with any Trust Fund Earnings or other adjustments attributable thereto
in accordance with Section 5.05 and shall continue to vest based on his
continued Years of Service under that Controlled Group Member to which he
transferred. Immediately upon his transfer, such Employee shall participate in
the plan of the Controlled Group Member to which he transferred; provided,
however, that his Years of Service for determining his nonforfeitable benefit
under the Plan of the Employer from which he transferred shall count as Years of
Service under the Plan of the Controlled Group Member to which he transferred.

3.05 Controlled Trades or Businesses.

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

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

      (c) 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 for the
employees under the plan of the trade or business which are controlled must be
as favorable as those provided for him under the most favorable plan of the
trades or businesses which are not controlled.

      (d) For purposes of subsections (a), (b) and (c), an Owner-Employee, or
two or more Owner-Employees shall be considered to control a trade or business
if such Owner-Employee, or such two or more Owner-Employees together:

            (i) own the entire interest in an unincorporated trade or business,
      or

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

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

3.06 Acceptance. The Plan shall not be deemed either to constitute a contract
between the Employer and any Participant or to be a consideration or an
inducement for the employment of any Employee. No provision of the Plan shall be
deemed to abridge or limit any managerial right of the Employer or to give any
Employee or Participant the right to be retained in employment, or to interfere
with the right of the Employer to discharge any Employee or Participant at any
time, regardless of the effect which such discharge may have upon him as a
Participant. By his act of participation herein, each Participant, on behalf of
himself, his heirs, assigns and Beneficiary or Beneficiaries shall be deemed
conclusively to have agreed to and accepted the terms and conditions of the
Plan.

                                   ARTICLE 4
                                 CONTRIBUTIONS

4.01 Employer Contributions. If the Plan is a profit sharing plan, then each
Plan Year the Employer shall make a contribution computed under Section 7 of the
Adoption Agreement. Such contribution may be made either in cash or in other
property acceptable to the Trustee.

      If the Plan is a money purchase pension plan, then each Plan Year the
Employer shall make a contribution as a minimum funding standard computed under
Section


                                      -8-
<PAGE>

7 of the Adoption Agreement on behalf of Participants who are entitled to
receive an allocation pursuant to Section 7 of the Adoption Agreement. The
Employer Contribution may be made either in cash or in other property acceptable
to the Trustee.

      Notwithstanding the foregoing, if the Plan is a non-standardized plan,
then a Self-Employed Individual, an Owner-Employee or an Employee who is not an
officer, shareholder or highly compensated individual may elect not to
participate in the Plan in a Plan Year or, at his election, may direct the
Employer not to contribute on his behalf for a Plan Year, or to contribute for a
Plan Year a lesser portion than that to be contributed on behalf of other
Participants for the Plan Year according to the contribution and allocation
formulas of the Plan. Such an election shall be in writing and shall be made in
such form, and at such time, as the Employer may require. An Employee who is a
partner in a partnership Employer that adopts the Plan may elect to make a
one-time irrevocable election upon the Employee's Employment Commencement Date
or upon the Employee's date of Plan participation not to participate in the Plan
or to direct the Employer not to contribute on his behalf. Such an election
shall be in writing and shall be made in such form, and at such time, as the
Employer may require.

4.02 Employee Contributions.

      (a) Voluntary Contributions. Except as provided for in Section 6.07, this
Plan will not accept nondeductible Voluntary Contributions for Plan Years
beginning after the Plan Year in which this Plan is adopted by the Employer.
Voluntary Contributions for Plan Years beginning after December 31, 1986,
together with any Matching Contributions as defined in Section 401(m) of the
Code, will be limited so as to meet the nondiscrimination test of Section
401(m).

      (b) Deductible Contributions. The Administrator will not accept Deductible
Contributions which are made for a taxable year beginning after December 31,
1986. Deductible Contributions made prior to that date will be maintained in a
separate Account which will be nonforfeitable at all times. The Account will
share in the gains and losses of the Trust Fund in the same manner as described
in Section 5.05. No part of the Deductible Contributions Account will be used to
purchase life insurance. Subject to ARTICLE 11 (if applicable), the Participant
may withdraw any part of the Deductible Contributions Account by making a
written application to the Administrator.

4.03 Elective Deferrals. If the Plan is a profit sharing plan and the Employer
selects the CODA option under Section 24 of the Adoption Agreement, subject to
the limitations and requirements of ARTICLE 6, beginning with the first full
payroll period beginning after the later of (a) the Effective Date or (b) the
date this Plan is communicated to the Participants, each Employee who is
eligible to participate in the Plan and who desires to make Elective Deferrals
shall sign a written participation form (hereinafter referred to as the "Salary
Reduction Agreement"). The terms of the Salary Reduction Agreement shall provide
that the Participant agrees to accept a reduction in Compensation from the
Employer in whole percentages or specified dollar amounts as provided in Section
24, Item 2 of the Adoption Agreement; provided, however, that in no event shall
the reduction in Compensation, when added to the amount allocated to the
Participant's Employer Contributions Account pursuant to Section 8 of the
Adoption Agreement, exceed the limits outlined in Section 5.07. In consideration
of such Agreement, the Employer will make a contribution (referred to as an
Elective Deferral) to the Plan on behalf of the Participant for such payroll
period in an amount equal to the total amount by which the Participant's
Compensation was reduced during the payroll period pursuant to the Salary
Reduction Agreement.

4.04 Rollover Contributions. If so authorized under Section 10 of the Adoption
Agreement, an Employee may roll over to this Plan the following.

            (a) His interest in a pension, profit-sharing or stock bonus plan
      qualified under Section 401(a) or 403(a) of the Code to this Plan,
      provided that:

                  (i) the amount distributed from such plan is transferred to
            this Plan no later than the 60th day after such distribution was
            received by the Employee;

                  (ii) the distribution constituted the Employee's entire
            nonforfeitable interest in such plan and was made within one taxable
            year to the Employee as a lump sum distribution; and

                  (iii) the amount transferred to this Plan does not include any
            voluntary employee contributions made by the Employee to the prior
            plan.

            (b) An Individual Retirement Plan qualified under Section 408 of the
      Code, where the Individual Retirement Plan was used as a conduit from the
      plan from which the distribution was made and the rollover is made in
      accordance with subsection (a), provided that the amount so transferred
      does not include:

                  (i) amounts received by the Individual Retirement Plan that
            were attributable to contributions made on behalf of a Self-Employed
            Individual, and


                                      -9-
<PAGE>

                  (ii) contributions made by the Employee to the Individual
            Retirement Plan or earnings on such contributions.

      Furthermore, a rollover of "accumulated Deductible Employee Contributions"
(as defined by Section 72(o) of the Code) may be made if and to the extent
permitted by the Secretary of the Treasury. An Employee's interest in such
rollover and earnings thereon shall remain 100 percent vested and nonforfeitable
at all times.

4.05 Trustee-To-Trustee Transfers. If so authorized under Section 10 of the
Adoption Agreement, an Employee may make a direct transfer of plan assets
attributable to his participation in a pension, profit-sharing or stock bonus
plan qualified under Section 401(a) of the Code to the Plan from such other plan
by that plan's trustee. A separate account shall be established for such assets
in the name of the Employee. Such assets, together with all records relating to
accrued benefits, contributions and account balances shall be accepted from the
trustee or custodian under the qualified plan, or, in the case of insurance
policies, from the owner thereof if different from the trustee or custodian. An
Employee's interest in the separate account and earnings thereon shall remain
100 percent vested and nonforfeitable at all times. Such account shall be
subject to the requirements set forth in ARTICLE 11.

      Assets attributable to employment as an Owner-Employee under an H.R.-10
plan (exclusive of the portion attributable to voluntary contributions
thereunder) shall not begin to be distributed before the Employee dies, incurs a
Disability or attains age 59-1/2, nor later than the taxable year in which the
Employee attains age 70-1/2.

      No part of such direct transfer may consist of Voluntary Contributions.
Likewise, the Trustee may make such a direct transfer from this Plan of assets
attributable to a Participant's participation in this Plan to another pension,
profit-sharing or stock bonus plan qualified under Section 401(a) of the Code.

      Such direct trustee-to-trustee transfers shall not be considered either in
determining the maximum benefits permissible under the Plan pursuant to Section
5.07 hereof or as contributions by the Employer under Section 7 of the Adoption
Agreement.

4.06 Prohibition of Reversion. Contributions made by the Employer to the Plan
shall be made irrevocably and it shall be impossible for the assets of the Plan
to inure to the benefit of the Employer or to be used in any manner other than
for the exclusive purpose of providing benefits to Participants, Inactive
Participants, Retired Participants and Beneficiaries, and for defraying
reasonable expenses of administering the Plan; provided, however, that nothing
herein shall be construed to prohibit the return to the Employer of all or part
of a Contribution:

            (a) which is made by the Employer due to a mistake of fact, provided
      the return of such Contribution is made within one (1) year after the date
      of payment thereof, or

            (b) which is conditioned upon initial qualification of the Plan
      under the Code pursuant to Section 17.06, provided the return is made, if
      the Plan does not qualify, within one year after the denial of
      qualification by the Internal Revenue Service, 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 Treasurer may prescribe, or

            (c) to the extent a deduction thereof under Section 404 of the Code
      is disallowed, provided the return of such Contribution is limited to the
      amount disallowed and is made within one year after the disallowance.

                                   ARTICLE 5
                             PARTICIPANTS' ACCOUNTS

5.01 Establishment of Participants' Accounts. The Trustee shall maintain
separate Accounts for each Employee to which will be credited contributions and
earnings as follows:

            (a) Employer Contributions Account. Employer Contributions made on
      the Participant's behalf pursuant to Section 7 of the Adoption Agreement
      and Forfeitures reallocated pursuant to Section 7 of the Adoption
      Agreement, if applicable, will be maintained in a separate Account.

            (b) Voluntary Contributions Account. Voluntary Contributions made by
      the Participant pursuant to Section 6.07, if any, will be maintained in a
      separate Account which will be nonforfeitable at all times.

            (c) Matching Contributions Account. Matching Contributions made by
      the Employer on the Participant's behalf pursuant to Section 6.08, will be
      maintained in a separate Account.

            (d) Deductible Contributions Account. Deductible Contributions which
      are made for taxable years beginning before January 1, 1987 will be
      maintained in a separate Account which will be nonforfeitable at all
      times. No part of the Deductible Contribution Account will be used to
      purchase life insurance. Subject to ARTICLE 11 (if applica-


                                      -10-
<PAGE>

      ble), the Participant may withdraw any part of the Deductible Contribution
      Account by making a written application to the Administrator.

            (e) Elective Deferral Account. Elective Deferrals made on the
      Participant's behalf through an applicable Salary Reduction Agreement
      pursuant to Section 6.01, and the interest, dividends, earnings or
      proceeds of any insurance policy(ies) purchased with funds from this
      Account will be maintained in a separate Account which will be
      nonforfeitable at all times.

            (f) Rollover Account. Rollover Contributions made by an Employee
      pursuant to Section 4.04 will be maintained in a separate Account which
      will be nonforfeitable at all times.

            (g) Trustee-to-Trustee Transfer Account. Trustee-to-Trustee
      Transfers made by an Employee pursuant to Section 4.05 will be maintained
      in a separate Account which will be nonforfeitable at all times. Such
      Account shall be subject to the rules of ARTICLE 11.

            (h) Participant-Directed Investment Account. Participant-Directed
      Investments, if elected by the Employer in Section 17 of the Adoption
      Agreement, will be maintained in a separate Account, but such Account
      shall not be segregated and shall be maintained separately only for
      bookkeeping purposes.

      Each of the Accounts described above, except for Participant-Directed
Investment Accounts, will share in the gains and losses of the Trust Fund in the
same manner as described in Section 5.05. Each of the Accounts described above
shall be debited with all disbursements to the Participant or his Beneficiary
and, except for Deductible Contributions Accounts, the purchases of insurance
policies from this Account.

5.02 Valuation of Trust Fund.

      (a) The assets of the Trust Fund 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 Trust Fund will be allocated to each Participant's Accounts in the ratio
that such Account balances bear to all Account balances.

      (b) If the Plan is fully insured, any dividends or credits earned on
insurance contracts will be applied, within the taxable year of the Employer in
which received or within the next succeeding taxable year, toward the next
premiums due before any further Employer Contributions are so applied.

      (c) If the Plan is trusteed, 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.

5.03 Allocation of Employer Contributions. On each Allocation Date, on behalf of
each eligible Participant, Employer Contributions shall be allocated to such
Participant's Employer Contributions Account in accordance with Section 8 of the
Adoption Agreement.

      If the Plan is a profit-sharing plan and the Plan is integrated with
Social Security, as elected in Section 8 of the Adoption Agreement, 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 Forfeitures 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%.

            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 maximum profit-sharing
      disparity rate.

            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 Section 8 of the Adoption Agreement.
The taxable wage base is the maximum amount of earnings which may be considered
wages for a Year under Section 3121(a)(1) of the Code in effect as of the
beginning of the Plan Year.

      Compensation shall mean Compensation as defined in Section 13.02.

      The maximum profit-sharing disparity rate is equal to the lesser of:

            (a) 2.7%


                                      -11-
<PAGE>

            (b) the applicable percentage determined in accordance with the
      table below:

      If the integration level

                                                the applicable
is more than            but not more than       percentage is:
------------            -----------------       --------------
     $0                         X*                    2.7%
  X* of TWB                 80% of TWB                1.3%
 80% of TWB                     Y**                   2.4%

      *X = the greater of $10,000 or 20% of the TWB
     **Y = any amount more than 80% of the TWB but less than 100% of the TWB.

      If the integration level used is equal to the taxable wage base, the
applicable percentage is 2.7%.

5.04 Forfeitures. On each Allocation Date, any Forfeitures occurring will be
disposed of in the following manner:

            (a) If the Plan is a profit sharing plan, any Forfeitures occurring
      will be aggregated with any Employer Contributions for the Plan Year and
      allocated in accordance with Section 8 of the Adoption Agreement;
      provided, however, that, if the Plan is a CODA, then Forfeitures
      attributable to Matching Employer Contributions made pursuant to Section
      6.08 of the Plan shall be allocated pursuant to Section 24, Item 9(b) of
      the Adoption Agreement.

            (b) If the Plan is a money purchase pension plan, as elected by the
      Employer in Section 11 of the Adoption Agreement:

                  (i) any Forfeitures occurring will reduce Employer
            Contributions for the Plan Year, or

                  (ii) Forfeitures will be allocated in the ratio that the
            Compensation of each Participant bears to that of all Participants.

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

5.05 Trust Earnings and Losses. On each Allocation Date, each Participant's
Account shall be credited or charged with such Account's share of the Trust Fund
Earnings or losses since the last Allocation Date. With respect to
Participant-Directed Investment Accounts, earnings and losses shall be credited
or charged to these Accounts as set forth in Section 5.08 hereof. With respect
to the other Accounts of the Participant not directed pursuant to Section 5.08
hereof, earnings and losses shall be in the same proportion to such Trust Fund
Earnings that such Account balance on the last Allocation Date bears to the
total of the non-directed Account balances on the last Allocation Date of all
Participants who were Participants on the last Allocation Date and who are
Participants on the current Allocation Date. In determining the Account balances
on the last Allocation Date, (i) the Elective Deferral Account shall be
increased by one-half of any Elective Deferrals (excluding any additional
Elective Deferrals made during the last complete payroll period of a Plan Year)
credited to the Elective Deferral Account since the preceding Allocation Date,
(ii) each Employer Contributions Account balance shall be reduced by the cash
surrender value of any life insurance policies included in the Employer
Contributions Account balance on the last Allocation Date, and (iii) each
Account shall be reduced by the amount of any disbursements from such Account
during the Plan Year. Alternatively, if approved by the Trustee (or custodian)
and the Administrator, Trust Fund Earnings may be allocated in any equitable,
uniform and nondiscriminatory manner which is selected for the purpose of
recognizing the timing of contributions, withdrawals, distributions, transfers,
Participant or Employer directed investments or other temporal events affecting
Account value as adjustments to Account balances.

      If a Participant rolls over or transfers funds pursuant to Section 4.04 or
4.05 during the Plan Year, then for purposes of allocating the Participant's
share of the Trust Fund Earnings and losses for that same Plan Year, the
Participant's Rollover Account balance or Trustee-to-Trustee Transfer Account
balance as of the preceding Allocation Date shall include the amount the
Participant rolls over or transfers during the Plan Year, times the number of
days in the Plan Year in which the rollover or transfer occurs, beginning with
the day of the transfer or rollover, divided by 365.

5.06 Inactive Participants. Unless otherwise provided under Section 8(b) of the
Adoption Agreement, an Inactive Participant shall not be entitled to share in
Employer Contributions, or Forfeitures if applicable, for a Plan Year.
Nevertheless, his Accounts shall be maintained and credited or charged with
Trust Fund Earnings in accordance with Section 5.05 hereof, until the balance
thereof (to the extent vested) shall have been fully distributed.

5.07 Limitations on Allocations.

      (a) Participant in One Defined Contribution Plan.

            (i) If the Participant does not participate in, and has never
      participated in, another qualified plan, a welfare benefit fund as
      described in Section 419(e) of the Code maintained by the Employer, or an
      individual medical account as described in Section 415(1)(2) of the Code
      maintained by the Employer, which provides an Annual Addition as defined
      in subsection (e)(i), the amount of Annual Additions which may be credited
      to the Participant's Individual Account for any Limitation Year will not
      exceed the lesser of the Maximum Permissible Amount or any other
      limitation con-


                                      -12-
<PAGE>

      tained in this Plan, If the Employer Contribution that would otherwise be
      contributed or allocated to the Participant's Employer Contributions
      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. If the Plan provides for the allocation of
      Forfeitures in the same manner as Employer Contributions or Matching
      Employer Contributions, then the amount reflecting this reduction shall be
      allocated and reallocated to other Participant Accounts in accordance with
      the Plan formula allocating Employer Contributions and Forfeitures to the
      extent that such allocations do not cause the Annual Additions to any such
      Participants' Accounts to exceed the lesser of the Maximum Permissible
      Amount or any other limitation provided in the Plan.

            (ii) 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.

            (iii) 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.

            (iv) If pursuant to subsection (iii) or as a result of the
      allocation of Forfeitures, there is an Excess Amount, the excess will be
      disposed of as follows:

                  (1) Any nondeductible Voluntary Contributions, to the extent
            they would reduce the Excess Amount, will be returned to the
            Participant;

                  (2) If after the application of paragraph (1) 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
            Employer Contributions 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.

                  (3) If after the application of paragraph (1) an Excess Amount
            still exists, and the Participant is not covered by the Plan at the
            end of a 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.

                  (4) If a suspense account is in existence at any time during a
            Limitation Year pursuant to this Section, 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 Contributions 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.

      (b) Participant Covered Under Another Defined Contribution Plan.

            (i) This Section applies if, in addition to this Plan, the
      Participant is covered under another qualified Master or Prototype defined
      contribution plan maintained by the Employer, a welfare benefit fund as
      defined in Section 419(e) of the Code maintained by the Employer, or an
      individual medical account, as defined in Section 415(1)(2) of the Code
      maintained by the Employer, which provides an Annual Addition as defined
      in subsection (e)(i), during any Limitation Year. The Annual Additions
      which may be credited to a Participant's Accounts 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 individual
      account under the other plans and welfare benefit funds for the same
      Limitation Year. If the Annual Additions with respect to the Participant
      under other defined contribution plans and welfare benefit funds
      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 Employer Contributions 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 defined
      contribution plans and welfare benefit funds in the aggregate are equal to
      or greater than the Maximum Permissible Amount, no amount will be
      contributed or allocated to the Participant's Accounts under this Plan for
      the Limitation Year.


                                      -13-
<PAGE>

            (ii) 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 subsection (a) (ii).

            (iii) 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.

            (iv) If pursuant to subparagraph (iii) 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.

            (v) 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:

                  (1) the total Excess Amount allocated as of such date, times

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

            (vi) Any Excess Amount attributed to this Plan will be disposed in
      the manner described in subsection (a) (iv).

      (c) Participant Covered Under Another Defined Contribution Plan Which Is
Not A Master Or Prototype Plan. If the Participant is covered under another
qualified defined contribution plan maintained by the Employer which is not a
Master or Prototype Plan, Annual Additions which may be credited to the
Participant's Accounts under this Plan for any Limitation Year will be limited
in accordance with subsections (b) and (c) as though the other plan was a Master
or Prototype Plan unless the Employer provides other limitations in Section 19
of the Adoption Agreement.

      (d) Participant Covered Under A Defined Benefit Plan. 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
Accounts under this Plan for any Limitation Year will be limited in accordance
with Section 19 of the Adoption Agreement.

      (e) Definitions.

            (i) Annual Additions: The sum of the following amounts credited to a
      Participant's Accounts for the Limitation Year:

                  (1) Employer Contributions, including Elective Deferrals;

                  (2) Employee Contributions;

                  (3) Forfeitures, if applicable; and

                  (4) Amounts allocated, after March 31, 1984, to an individual
            medical account as defined in Section 415(1)(2) 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)
            of the Code, under a welfare benefit fund as defined in Section
            419(e) of the Code maintained by the Employer, are treated as Annual
            Additions to a defined contribution plan.

            For this purpose, any Excess Amount applied under subsection (a)
      (iv) or (1) (iv) in the Limitation Year to reduce Employer Contributions
      will be considered Annual Additions for such Limitation Year.

            (ii) Compensation: One of the following as elected by the Employer
      in Section 9 of the Adoption Agreement:

                  (1) Information required to be reported under Sections 6041
            and 6051 of the Code. (Wages, Tips and Other Compensation Box on
            Form W-2) Compensation is defined as wages as defined in Section
            3401(a) of the Code 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) and 6051(a)(3) of the
            Code. Compensation must be determined without regard to any rules
            under Section 3401(a) of the Code that limit remuneration included
            in wages based on the nature or


                                      -14-
<PAGE>

            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) of the Code 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 includible in gross income (including, but not
            limited to, commissions paid to 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 Treasury Regulations ss.1.62-2(c)), and excluding the following:

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

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

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

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

                  For any Self-Employed Individual, Compensation shall mean
            Earned Income.

                  For Limitation Years beginning after December 31, 1991, for
            purposes of applying the limitations of this Section 5.07,
            Compensation for a Limitation Year is the Compensation actually paid
            or made available during such Limitation Year.

                  Notwithstanding the preceding sentence, Compensation for a
            Participant in a defined contribution plan who has incurred a
            Disability 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 incurring the Disability;
            such imputed Compensation for the disabled Participant may be taken
            into account only if the Participant is not a Highly Compensated
            Employee and contributions made on behalf of such Participant are
            nonforfeitable when made.

            (iii) 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.

            (iv) Defined Contribution Dollar Limitation: $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.


                                      -15-
<PAGE>

            (v) Defined Contribution Fraction: A fraction, the numerator of
      which is the sum of the Annual Additions to the Participant's accounts
      under all the defined contribution plans (whether or not terminated)
      maintained by the Employer for the current and all prior Limitation Years
      (including the Annual Additions attributable to the Participant's
      nondeductible voluntary 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(1)(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 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 (1) the excess of the sum of the
      fractions over 1.0 times (2) the denominator of this fraction, will be
      permanently subtracted from the numerator of this fraction. The adjustment
      is calculated using the fractions as they would be computed as of the end
      of the last Limitation Year beginning before January 1, 1987, and
      disregarding any changes in the terms and conditions of the Plan made
      after May 5, 1986; but using the Section 415 limitation applicable to the
      first Limitation Year beginning on or after January 1, 1987.

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

            (vi) Employer: For purposes of this Section 5.07, Employer shall
      mean the Employer that adopts this Plan, and all Controlled Group Members
      as that term is modified by Section 415(h) of the Code.

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

            (viii) Highest Average Compensation: The Average Compensation for
      the three consecutive Years of Service that produces the highest average.
      A Year of Service is the 12-consecutive month period defined in Section 11
      of the Adoption Agreement.

            (ix) Limitation Year: A calendar year, or the twelve (12)
      consecutive month period elected by the Employer in Section 1(c) of the
      Adoption Agreement. All qualified plans maintained by the Employer must
      use the same Limitation Year. If the Limitation Year is amended to a
      different 12-consecutive month period, the new Limitation Year must begin
      on a date within the Limitation Year in which the amendment is made.

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

            (xi) Maximum Permissible Amount: The maximum Annual Addition that
      may be contributed or allocated to a Participant's Accounts under the Plan
      for any Limitation Year shall not exceed the lesser of:

                  (1) The Defined Contribution Dollar limitation; or

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

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

            If a short Limitation Year is created because of an amendment
      changing the Limitation Year to a different twelve 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

            (xii) Projected Annual Benefit: The annual retirement benefit
      (adjusted to an actuarially equivalent straight-life annuity if such
      benefit is expressed in a form other than a straight-life annuity or
      qualified joint and survivor annuity) to which the Participant would be
      entitled under the terms of the Plan assuming:


                                      -16-
<PAGE>

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

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

5.08 Participant-Directed Investments. If elected by the Employer in Section
17(a) or (b) of the Adoption Agreement, each Participant may direct the Trustee
as to the type of investment to be purchased with the Participant's Accounts.
Any directions to the Trustee with respect to investments shall be delivered in
writing to the Trustee and shall be on a form for such purpose provided by the
Trustee. Directed investments to be executed by the Trustee shall be made by the
Trustee as soon as reasonably possible after actual receipt of such direction;
provided, however, that the Trustee shall not be liable for any loss to the
Account due to reasonable delay in the execution of such directions. Such
directed investments shall be limited to those investments set forth in Section
16.03(a) hereof, and may be made without any duty to diversify. The Trustee may
leave earnings on any securities so obtained for reinvestment in accordance with
the direction of the Participant. Notwithstanding the foregoing, in no event
shall a directed investment of a Participant be permitted in such an investment
that the Trustee, in its sole discretion, deems itself unable to administer
efficiently, properly and conveniently with respect thereto; provided, however,
that the Trustee's acceptance of the administration of a directed investment
shall not be unreasonably withheld. Upon establishing such separate account, it
shall be credited or charged only with the increases or decreases resulting from
the administration and investment thereof as a separate unit, except that the
Trustee shall charge against such account a pro rata portion of the fees and
expenses incurred in the administration of the Plan in general, as well as the
fees and expenses properly chargeable only to such segregated account.
Thereafter, the value of the Accounts of a Participant who directs the
segregation thereof under this Section shall be determined by reference to the
value of the Accounts as of any applicable date of determination,
notwithstanding any other provision of the Plan. The Trustee shall be under no
duty to question any such direction of a Participant with respect to
investments, nor shall the Trustee be required to review any securities or the
property held in the Account. Neither the Trustee nor the Employer shall have
any liability whatsoever for any losses which may result from either the
Participant's direction or any investment decision made pursuant to this
Section, or for any loss which may result by reason of the failure of a
Participant to make such directions. Nor shall the Trustee or the Employer have
any liability or responsibility whatsoever for any disparity between the
performance or rates of investment return of Participant-Directed Accounts and
the Trust Fund in general. A Participant shall be entitled to direct the
investment of his Account hereunder at such time and in such manner as may be
non-discriminatorily established by the Employer.

                                   ARTICLE 6
                          CASH OR DEFERRED ARRANGEMENT

6.01 Salary Reduction Agreement.

      (a) Unless the Employer specifies otherwise, the Salary Reduction
Agreement described in Section 4.03 shall apply to each payroll period,
beginning with the first payroll period after the Entry Date following the
execution of the Salary Reduction Agreement, and continuing until such time as
the Participant elects otherwise or terminates employment.

      (b) The Salary Reduction Agreement may be amended by the Participant to
change the amount of the Compensation reduction. A change in the amount of the
Compensation reduction can be made for the first payroll period of the Plan Year
next following the timely notice of change, or any other date selected by the
Employer in the Adoption Agreement. Such notice of change must be filed with the
Administrator prior to the date the change is effective.

      (c) If elected by the Employer in the Adoption Agreement, the Salary
Reduction Agreement may be amended by the Participant to increase the amount of
the Compensation reduction for the last complete payroll period of the Plan
Year.

      (d) A separate Salary Reduction Agreement may be executed whereby the
Participant elects to accept a reduction in Compensation which is attributable
to a bonus. Such election may be made and the Salary Reduction Agreement
executed at any time prior to the payment of the bonus.

      (e) A Participant may elect to suspend the Compensation reduction at any
time. A notice of suspension shall be effective until it is revoked by the
Participant. A suspension revocation shall be accomplished by filing a new
Salary Reduction Agreement in accordance with the terms of the Adoption
Agreement.

      (f) The Salary Reduction Agreement of a Participant who is a Highly
Compensated Employee may be amended by the Participant to decrease the amount of
the Compensation reduction for the balance of a Plan Year if a mid-year or
interim Actual Deferral Percentage test indicates that the Participant will have
Excess Contributions for the Plan Year.

      (g) If the Employer elects in the Adoption Agreement to permit withdrawals
and a Participant makes


                                      -17-
<PAGE>

such a withdrawal, the Participant's Elective Deferrals will be suspended during
the 12-month period following the withdrawal.

      In accordance with Section 401(k) of the Code, all amounts withheld from a
Participant's Compensation in accordance with this Section and contributed as
Elective Deferrals to the Plan shall not be included in the gross income for the
Participant for federal tax purposes, and shall be deemed for tax purposes to be
an Employer Contribution to the Plan. Such Contributions shall be included in
gross income for FICA and FUTA tax purposes.

6.02 Annual Limit on Elective Deferrals. 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.

      If a Participant receives a hardship distribution pursuant to Section
6.16, the dollar limitation described above, for the Participant's taxable year
immediately following the taxable year of the hardship distribution shall be
reduced by the amount of the Participant's Elective Deferrals for the taxable
year of the hardship distribution.

6.03 Distribution of Excess Elective Deferrals. A Participant may assign to this
Plan any Excess Elective Deferrals made during a taxable year of the Participant
by notifying the Administrator on or before the date specified in the Adoption
Agreement 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.

      Definitions:

      (a) "Elective Deferrals" 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 employee pension cash or
deferred arrangement as described in Section 402(h)(1)(B) of the Code, any
eligible deferred compensation plan under Section 457 of the Code, any plan as
described under Section 501(c)(18) of the Code, and any Employer contributions
made on the behalf of a Participant for the purchase of an annuity contract
under Section 403(b) of the Code pursuant to a Salary Reduction Agreement.

      (b) "Excess Elective Deferrals" shall mean those Elective Deferrals that
are includible 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.

      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: (1) 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 (2) ten percent of the amount determined
under (1) 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.

6.04 Actual Deferral Percentage Test.

      (a) 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.


                                      -18-
<PAGE>

      (b) Special Rules:

            (i) 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 Non-elective Contributions or Qualified Matching Contributions,
      or both, if treated as Elective Deferrals for purposes of the ADP test)
      allocated to his or 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 Non-elective 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.

            (ii) 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 Section 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.

            (iii) For purposes of determining the ADP of a Participant who is a
      Five-Percent Owner or one of the ten most highly-paid Highly Compensated
      Employees, the Elective Deferrals (and Qualified Non-elective
      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 Non-elective 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.

            (iv) 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 twelve-month period immediately
      following the Plan Year to which contributions relate. 

            (v) 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.

            (vi) The determination and treatment of the ADP amounts of any
      Participant shall satisfy such other requirements as may be prescribed by
      the Secretary of the Treasury.

      (c) "Actual Deferral Percentage" shall mean, for a specified group of
Participants for a Plan Year, the average of the ratios (calculated separately
for each Participant in such group) of (i) the amount of Employer Contributions
actually paid over to the Trust Fund on behalf of such Participant for the
period selected by the Employer in Section 9 of the Adoption Agreement to (ii)
the Participant's Compensation for such period. Employer Contributions on behalf
of any Participant shall include: (1) any Elective Deferrals made pursuant to
the Participant's Salary Reduction Agreement, including Excess Elective
Deferrals of Highly Compensated Employees, 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 Non-elective 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.

6.05 Distribution of Excess Contributions. 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 in the manner prescribed by the
regulations.

      Excess Contributions (including the amounts recharacterized) shall be
treated as Annual Additions under the Plan.


                                      -19-
<PAGE>

      Determination of Income or Loss: Excess Contributions shall be adjusted
for any income or loss up to the date of distribution. The income or loss
allocable to Excess Contributions is the sum of: (1) 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
(2) ten percent of the amount determined under (1) 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.

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

      "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).

6.06 Recharacterization. If the Employer elects in Section 24, Item 7 of the
Adoption Agreement to permit Employees to make Voluntary Non-deductible
Contributions to the Plan, 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 that Employee would exceed any stated limit under the plan on Employee
Contributions. Recharacterization must occur no later than two and one-half
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.

6.07 Voluntary Non-deductible Contributions. If elected by the Employer in
Section 24, Item 7 of the Adoption Agreement, Employees will be permitted to
make Voluntary Non-deductible Contributions to the Plan. Voluntary
Non-deductible Contributions shall be maintained in a separate Account pursuant
to Section 5.01(b).

6.08 Matching Contributions. If elected by the Employer in Section 24, Item 8 of
the Adoption Agreement, the Employer will make Matching Contributions to the
Plan. Matching Contributions will be maintained in a separate Account pursuant
to Section 5.01(c).

6.09 Forfeitures and Vesting of Matching Contributions. Matching Contributions
shall be vested in accordance with Section 24, Item 9 of the Adoption Agreement.
In any event, Matching Contributions shall be fully vested at Normal Retirement
Age, upon the complete or partial termination of the profit sharing plan, or
upon the complete discontinuance of Employer Contributions. Forfeitures of
Matching Contributions, other than Excess Aggregate Contributions, shall be made
in accordance with Section 5.04.

6.10 Qualified Matching Contributions. If elected by the Employer in Section 24,
Item 4 of the Adoption Agreement, the Employer will make Qualified Matching
Contributions to the Plan. "Qualified Matching Contributions" shall mean
Matching Contributions which are subject to the distribution and
nonforfeitabiity requirements under Section 401(k) of the Code when made.

6.11 Limitations on Employee Contributions and Matching Contributions.

      (a) The ACP for Participants who are Highly Compensated Employees for each
Plan Year and the ACP for Participants who are Non-highly Compensated Employees
for the same Plan Year must satisfy one of the following tests:

            (i) The ACP for Participants who are Highly Compensated Employees
      for the Plan Year shall not exceed the ACP for Participants who are


                                      -20-
<PAGE>

      Non-highly Compensated Employees for the same Plan Year multiplied by
      1.25; or

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

      (b) Special Rules:

            (i) 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 tests exceeds the Aggregate Limit,
      then the ACP of those Highly Compensated Employees who also participate in
      a CODA will be reduced (beginning with such Highly Compensated Employee
      whose 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 tests. Multiple use does not
      occur if either 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.

            (ii) 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 401(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.

            (iii) 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.

            (iv) 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.

            (v) 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-month period beginning on the day
      after the close of the Plan Year.

            (vi) 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.

            (vii) 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.

      (c) Definitions:

            (i) "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 Section 401(m) of the Code for the Plan Year beginning with or within
      the Plan Year of the CODA and (2) the lesser of 200% or two plus the
      lesser of such ADP or ACP. "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.


                                      -21-
<PAGE>

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

            (iii) "Contribution Percentage" shall mean the ratio (expressed as a
      percentage) of the Participant's Contribution Percentage Amounts to the
      Participant's Compensation for the period selected by the Employer in
      Section 9 of the Adoption Agreement.

            (iv) "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 include Forfeitures of
      Excess Aggregate Contributions or Matching Contributions allocated to the
      Participant's Account which shall be taken into account in the year in
      which such Forfeiture is allocated. If so elected in the Adoption
      Agreement the Employer may include Qualified Non-elective 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 those Elective Deferrals
      that are used to meet the ACP test.

            (v) "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 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.

            (vi) "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.

            (vii) "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.

6.12 Distribution of Excess Aggregate Contributions. 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 shall be
allocated to Participants who are subject to the Family Member aggregation rules
of Section 414(q)(6) of the Code in the manner prescribed by the regulations. 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.

      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 Voluntary Contributions Account, Matching
Contributions 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.

      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 elected by
the Employer in Section 24, Item 10(d) of the Adoption Agreement.

      Accounting for Excess Aggregate Contributions: Excess Aggregate
Contributions shall be forfeited, if forfeitable or distributed on a pro-rata
basis from the Participant's Voluntary Contributions Account, Matching
Contributions Account, and Qualified Matching Contributions Account (and, if
applicable, the Participant's Qualified Non-elective Contributions Account or
Elective Deferral Account, or both). 


                                      -22-
<PAGE>

      "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 ACP
      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 Section 6.03 and then determining Excess Contributions
pursuant to Section 6.05.

6.13 Qualified Non-elective Contributions. The Employer may elect to make
Qualified Non-elective Contributions under the Plan on behalf of Employees as
provided in Section 24, Item 3 of the Adoption Agreement.

      In addition, in lieu of distributing Excess Contributions as provided in
Section 6.05, or Excess Aggregate Contributions as provided in Section 6.12 of
the Plan, and to the extent elected by the Employer in Section 24, Item 3 of the
Adoption Agreement, the Employer may make Qualified Non-elective 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.

      "Qualified Non-elective Contributions" shall mean contributions (other
than Matching Contributions or Qualified Matching Contributions) made by the
Employer and allocated to Participants' Accounts that the Participants may not
elect to receive in cash until distributed from the Plan; that are
nonforfeitable when made; and that are distributable only in accordance with the
distribution provisions that are applicable to Elective Deferrals and Qualified
Matching Contributions.

6.14 Nonforfeitability and Vesting. The Participant's accrued benefit derived
from Elective Deferrals, Qualified Non-elective Contributions, Employee
Contributions, and Qualified Matching Contributions is nonforfeitable. Separate
Accounts for Elective Deferrals, Qualified Non-elective Contributions, Employee
Contributions, Matching Contributions, and Qualified Matching Contributions will
be maintained for each Participant. Each Account will be credited with the
applicable contributions and earnings thereon.

6.15 Distribution Requirements. 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 Termination of Employment, death, or
Disability. Such amounts may also be distributed upon:

            (a) Termination of the Plan without the establishment of another
      defined contribution plan.

            (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 Section 6.15.

      All distributions that may be made pursuant to one or more of the
foregoing distributable events are subject to the spousal and Participant
consent requirements (if applicable) contained in Sections 401(a)(11) and 417 of
the Code.

6.16 Hardship Distribution. Distribution of Elective Deferrals (and earnings
thereon accrued as of December 31, 1988) may be made to a Participant in the
event of hardship. For the purposes 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.

      Special Rules:

            (a) The following are the only financial needs considered immediate
      and heavy deductible medical expenses (within the meaning of Section
      213(d) of the Code) of the Employee, the Employee's Spouse, children, or
      dependents; the purchase (excluding mortgage payments) of a principal
      residence for the Employee; payment of tuition for the next quarter or
      semester of post-secondary education for the 


                                      -23-
<PAGE>

      Employee, the Employee's Spouse, children or dependents; or 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:

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

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

                  (iii) The distribution is not in excess of the amount of an
            immediate and heavy financial need; and

                  (iv) 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 referrals for the taxable year of the hardship
            distribution.

6.17 Top-Heavy Requirements. Neither Elective Deferrals nor Matching
Contributions may be taken into account for the purpose of satisfying the
minimum top-heavy contribution requirement.

                                   ARTICLE 7
                              RETIREMENT BENEFITS

7.01 Normal Retirement. Each Participant shall be eligible to retire on his
Normal Retirement Date. Such Participant's Account balance shall be paid in
accordance with ARTICLES 10 and 11. Notwithstanding the other requirements of
this Plan, a Participant who attains his Normal Retirement Age may retire on his
Normal Retirement Date or may elect to continue in Service subject to the
Employer's retirement policy, if any, and the provisions of the Age
Discrimination in Employment Act of 1986. If such Participant continues in
Service, then he shall be eligible to continue in all respects as a Participant
in the Plan until his actual retirement Subject to Section 10.07, no retirement
benefit shall be payable until actual retirement unless such Participant who
could take normal retirement requests that his retirement benefits commence
before his actual retirement. In such case, the Committee shall direct the
Trustee to commence payment of retirement benefits as soon as practicable
following such request.

7.02 Early Retirement. If a Participant's Termination of Employment occurs
before the Participant attains his Normal Retirement Age, but after he has
attained his Early Retirement Age as set forth in Section 13(b) of the Adoption
Agreement, if applicable, and he has completed the required Years of Service set
forth in such Section, if any, the Participant shall be entitled to an Early
Retirement Benefit equal to the value of his Accounts. If the Employer elected
both an age and Service requirement for Early Retirement in Section 13 of the
Adoption Agreement and a Participant's Termination of Employment occurs before
he satisfies the age requirement for Early Retirement, but after he satisfies
the Service requirement, the Participant will be entitled to elect an Early
Retirement Benefit upon satisfaction of such age requirement. Such Account
balance shall be paid in accordance with ARTICLES 10 and 11.

7.03 Disability Retirement. A Participant who has incurred a Disability shall be
eligible to retire on the first day of the month next following the Employer's
determination of the Employee's Disability. Notwithstanding the vesting schedule
elected by the Employer in Section 11 of the Adoption Agreement, an Employee's
right to his or her Account balance shall be nonforfeitable in the event of
Disability. Such Account balance shall be paid in accordance with ARTICLES 10
and 11.

                                   ARTICLE 8
                                 DEATH BENEFITS

8.01 Death Benefit. In the event of the death of a Participant before his
retirement, as provided in ARTICLE 7, or other Termination of Employment prior
to any distribution to him of his Accounts, 100 percent of the balance of the
Participant's Accounts shall be paid as provided below, less any amounts to be
paid pursuant to ARTICLE 11:

            (a) If the Plan is a profit-sharing plan, then, at the direction of
      the Committee, the Trustee shall pay the death benefit pursuant to Section
      10.10 to the deceased Participant's surviving Spouse unless there is a
      Qualified Election, as defined in Section 11.04(c), and, in that case, to
      the party or parties designated as Beneficiary.

            (b) If the Plan is a money purchase pension plan, then the Trustee
      shall pay the death benefit pursuant to Section 10.10.

8.02 Insured Death Benefit. An additional Death Benefit may be provided through
the purchase of life insurance policies if, and as, so provided in Section 18 of
the Adoption Agreement.


                                      -24-
<PAGE>

      (a) Governing Provisions. The following provisions shall govern the
purchase and administration of life insurance policies hereunder:

            (i) Each Participant may request the Employer to purchase ordinary
      life, term or universal life insurance policies on his life as follows:

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

                  (2) 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.

                  (3) 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.

            (ii) Subject to ARTICLE 11, the contracts on a Participant's life
      will be converted to cash or an annuity or distributed to the Participant
      upon commencement of benefits.

            (iii) The Trustee 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,
      however the Trustee shall be required to pay over all proceeds of the
      contract(s) to the Participant's designated Beneficiary in accordance with
      the distribution provisions of this Plan. A Participant's Spouse will be
      the designated Beneficiary of the proceeds in all circumstances unless a
      Qualified Election has been made in accordance with Section 11.04(c), if
      applicable. Under no circumstances shall the Trust Fund 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.

            (iv) Any dividends or credits earned on life insurance policies will
      be allocated to the Accounts derived from Employer Contributions for whose
      benefit the policy is held to reduce premium payments.

            (v) Policies shall be purchased for a Participant only if he
      provides such evidence of insurability as may be required by the insurer.
      If he is not insurable at standard rates, the policy purchased shall be
      for such face amount as can be provided by the amount of premium which
      would have been paid if the Participant had been insurable at standard
      rates. If the Participant is uninsurable, then no policies shall be
      purchased;

            (vi) Additional life insurance policies shall be purchased as of any
      premium due date only if the face amount of each additional policy will be
      at least $1,000.

            (vii) Upon a Participant's Termination of Employment other than by
      death or Normal, Early or Disability Retirement, any nonvested portion of
      the cash value of any life insurance policy shall be subject to Forfeiture
      and treated in the manner provided in Section 5.04 hereof.

      (b) Vesting and Disposition of Policies.

            (i) If there are no Employee Contributions, the cash value of any
      life insurance policies issued on the life of a Participant shall be
      vested as provided in Section 11 of the Adoption Agreement, but the
      Trustee shall offer the policies to the Participant upon his Termination
      of Employment for any reason other than death or retirement in exchange
      for an amount equal to the nonvested portion of the total cash value of
      the policies, if such amount is paid to the Trustee within 30 days of the
      date such policies are offered to the Participant. Subject to the
      requirements of ARTICLE 11, if the policies are distributed to him upon
      his Termination of Employment without payment by the Participant of the
      nonvested portion of the cash value thereof, such portion shall be charged
      to the Participant's Employer Contributions Account.

            (ii) If there are Employee Contributions, the portion of the cash
      value of any life insurance policies which is attributable to Employee
      Contributions shall be 100 percent vested. The portion attributable to
      Employee Contributions shall be equal to the percentage of said cash value
      which equals (1) the sum of Employee Contributions applied to the payment
      of premiums on said policies divided by (2) the total premiums paid on
      said policies. The balance of the cash value of the life insurance
      policies which is attributable to the Employer Contribu-


                                      -25-
<PAGE>

      tions shall be vested as provided in Section 11 of the Adoption Agreement
      The Trustee shall offer the policies to the Participant upon his
      Termination of Employment for any reason other than death or retirement in
      exchange for an amount equal to the total nonvested portion of the cash
      value of the policies, if such amount is paid to the Trustee within a
      reasonable time after the date of his Termination of Employment. Subject
      to the provisions of ARTICLE 11, if the policies are distributed to him
      upon his Termination of Employment without payment by the Participant of
      the nonvested portion of the cash value thereof, such portion shall be
      charged to the Participant's Employer Contributions Account.

            (iii) Any policies on the life of a Participant, the premiums for
      which have been paid entirely by Employee Contributions, shall be vested
      in him upon Termination of Employment and shall be in addition to all
      other benefits provided by the Plan.

                                   ARTICLE 9
                             BENEFITS ON SEPARATION
                                  FROM SERVICE

9.01 Vested Benefit.

      (a) If at a Participant's Termination of Employment for reasons other than
on account of his death he then does not become entitled to a benefit under
ARTICLE 7, he may be entitled to a Vested Benefit under this Section. Such
Vested Benefit shall be equal to the nonforfeitable percentage of his
Employer-derived Account balance determined in accordance with the vesting
schedule selected in Section 11 of the Adoption Agreement. Notwithstanding such
vesting schedule, an Employee's right to his or her other Account balances shall
be nonforfeitable upon the attainment of Normal Retirement Age. Employee-derived
Account balances shall be nonforfeitable at all-times.

      (b) In the case of a Participant who has five (5) or more consecutive one
(1) year Breaks in Service, all Years of Service after such Breaks in Service
will be disregarded for the purpose of vesting the Employer-derived Account
balance that accrued before such Breaks in Service. Such Participant's pre-break
Service will count in vesting the post-break Employer-derived Account balance
only if either:

            (i) such Participant has any nonforfeitable interest in the Account
      balance attributable to Employer Contributions at the time of Termination
      of Employment; or 

            (ii) upon returning to Service the number of consecutive one (1)
      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 Trust Fund.

9.02 Forfeitures. If a Participant incurs a Termination of Employment, the
non-vested portion of the Participant's Employer Account or Matching Account,
pursuant to Section 9.01, shall be forfeited on the earlier of the following
dates:

            (a) the date the Participant receives a distribution of the entire
      vested balance of such Accounts, pursuant to ARTICLE 10; or

            (b) the date the Participant incurs his fifth consecutive one-year
      Break in Service.

                                   ARTICLE 10
                              PAYMENT OF BENEFITS

10.01 Payment of Benefits.

      (a) The determination as to the value of an Account with respect to any
benefit hereunder to which a Participant, Retired Participant or Beneficiary
shall have become entitled shall be based on the balance in the Account on the
Allocation Date preceding the date benefits are paid or commence to be paid,
plus contributions allocated to his Account after such Allocation Date, less any
payments from such Account since such Allocation Date.

      (b) Before payment of any benefit hereunder, written application therefor
shall be made by the Participant or Beneficiary, as the case may be, and
submitted to the Employer in such form and manner as the Employer shall
uniformly prescribe. Any payment made in accordance with the provisions of the
Plan to a Participant or Beneficiary, or to their legal representative shall, to
the extent of the method of computation as well as the amount thereof,
constitute full satisfaction of all claims hereunder against the Trustee, the
Administrator and the Employer, any of whom may require such Participant,
Beneficiary or legal representative, as a condition precedent to such payment,
to execute a receipt and release therefor in such form as shall be determined by
the Trustee, the Administrator or the Employer, as the case may be. In the event
any benefits are distributed in the form of annuity contracts, any such contract
or contracts shall be endorsed as nontransferable.


                                      -26-
<PAGE>

10.02 Time or Payment. Payment of benefits under the Plan shall commence in
accordance with the following:

            (a) Payment of benefits provided in ARTICLE 7 or ARTICLE 8 shall
      commence after the value of the Participant's Accounts shall have been
      determined following the date the Participant is eligible to receive such
      benefits.

            (b) Payment of benefits provided in Section 7.03 or ARTICLE 9 shall
      commence at the time selected by the Employer pursuant to Section 13(d) of
      the Adoption Agreement.

            (c) Notwithstanding the foregoing, unless the Participant elects
      otherwise, distribution of benefits will begin no later than the 60th day
      after the latest of the close of the Plan Year in which:

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

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

                  (iii) occurs the Participant's Termination of Employment.

      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 Section 10.03, shall be deemed to be an election to defer
commencement of payment of any benefit sufficient to satisfy this Section.

10.03 Restrictions on Immediate Distribution.

      (a) 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 died, 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 as an annuity or any other form.
The 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 Section 417(a)(3) of the Code, and
shall be provided no less than 30 days and no more than 90 days prior to the
Annuity Starting Date.

      (b) Notwithstanding the foregoing, only the Participant need consent to
the commencement of a distribution in the form of a Qualified Joint and Survivor
Annuity while the Account balance is immediately distributable. (Furthermore, if
payment in the form of a Qualified Joint and Survivor Annuity is not required
with respect to the Participant pursuant to Section 11.06 of the Plan, only the
Participant need consent to the distribution of an Account balance that is
immediately distributable.) Neither the consent of the Participant nor the
Participant's Spouse shall be required to the extent that a distribution is
required to satisfy Section 401(a)(9) or 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 Controlled Group Member
does not maintain another defined contribution plan (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 Controlled Group Member
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, or transferred to another defined contribution plan (other than an
employee stock ownership plan as defined in Section 4975(e)(7) of the Code)
within the same controlled group.

      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.

      (c) 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 Contributions
within the meaning of Section 72(o)(5)(B) of the Code.

10.04 Termination of Employment Prior to Early Retirement.

      (a) If, at an Employee's Termination of Employment, the value of the
Employee's vested Account balance derived from Employer and Employee
Contributions is not greater than $3,500, the Employee will receive a
distribution of the value of the entire vested portion of such Account balance
and the nonvested


                                      -27-
<PAGE>

portion will be treated as a Forfeiture. For purposes of this Section, 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
Contributions within the meaning of Section 72(o)(5)(B) of the Code for Plan
Years beginning prior to January 1, 1989.

      (b) If at an Employee's Termination of Employment, the Employee elects, in
accordance with the requirements of Section 10.03, to receive the value of his
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 that will be treated as a Forfeiture is the total nonvested
portion multiplied by a 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 a distribution pursuant to this Section 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
distribution if the Employee repays to the Plan the full amount of the
distribution attributable to Employer Contributions before the earlier of 5
years after the first date on which the Participant is subsequently reemployed
by the Employer, or the date the Participant incurs 5 consecutive 1-year Breaks
in Service following the date of the distribution. If an Employee is deemed to
receive a distribution pursuant to this Section, and the Employee resumes
employment covered under this Plan before the date the Participant incurs 5
consecutive 1-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 contribution.

10.05 In-Service Withdrawals.

      (a) In General. If elected by the Employer in Section 15 of the Adoption
Agreement, withdrawals from a Participant's Employer Account, Employee Account
or Rollover Account shall be permitted subject to the provisions of this Section
10.05 and Section 10.06. Withdrawals shall be made in such manner and form as
required by the Employer and shall be made in a uniform and non-discriminatory
manner. A Participant must obtain the consent of his or her Spouse, if any, in
order to make a withdrawal. Spousal consent shall be obtained no earlier than
the beginning of the 90-day period that ends on the date of the withdrawal. The
consent must be in writing and must be witnessed by a Plan representative or
notary public. Notwithstanding the foregoing, spousal consent shall not be
required in the case of a profit-sharing plan that meets the conditions
described in Section 11.06.

      (b) Withdrawals from Employer Account (profit sharing plans only).

            (i) If elected by the Employer in the Adoption Agreement, a
      Participant may withdraw all or any part of his vested interest in his
      Employer Account; provided, however, that such withdrawals shall be
      allowed only:

                  (1) from monies that have been in the Plan for at least two
            years, or

                  (2) if the Participant has financial need due to a hardship.

            (ii) Hardship may include, but is not limited to, expenses incurred
      by the Participant for:

                  (1) education, illness, medical treatment or hospitalization
            for the Participant, his Spouse, their respective parents or
            dependent children,

                  (2) the purchase of a home,

                  (3) a casualty loss, or

                  (4) an unexpected or unusual expense.

            (iii) In the event a Participant withdraws funds from his Employer
      Contributions Account which is less than 100 percent vested at the time of
      withdrawal, the Committee shall establish a separate Account for the
      Participant and the Participant's vested portion of the separate Account
      shall not at any relevant time be less than an account ("X") determined by
      the formula: X = P(AB + (R x D)) - (R x D). For purposes of applying the
      formula, P is the vested percentage at the relevant time; D is the amount
      of the withdrawal; R is the ratio of the Account balance at the relevant
      time to the Account balance after withdrawal; and the relevant time is the
      time at which, under the Plan, the vested percentage in the Account cannot
      increase.

      (c) Withdrawals from Employee Account or Rollover Account. If elected by
the Employer in the Adoption Agreement, a Participant may withdraw any part of
his Employee Account or Rollover Account. A withdrawal from a Rollover Account
made by a Participant who has not attained age fifty-nine and one-half (59-1/2)
or who is not subject to Disability may be subject to a federal income tax
penalty unless the withdrawal is rolled over to a qualified plan or Individual
Retirement Account within sixty (60) days of the date of the withdrawal.


                                      -28-

<PAGE>

10.06 Distribution Requirements.

      (a) Subject to ARTICLE 11, the requirements of this Section shall apply to
any distribution of a Participant's interest and will take precedence over any
inconsistent provisions of this Plan. Unless otherwise specified, the provisions
of this Section apply to calendar years beginning after December 31, 1984.

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

      (c) Except as provided in subsection (d), the Participant shall, subject
to the requirements of ARTICLE 11, select the method of payment of benefits from
his Accounts. The optional forms of benefit provided by this Plan are as
follows: (i) a lump-sum distribution, (ii) substantially equal, periodic,
monthly, quarterly, semi-annual or annual installments over a period not
exceeding the life expectancy of the Participant or the life expectancy of the
Participant and his designated Beneficiary, or (iii) the purchase of a single
premium non-transferable annuity contract from a life insurance company, or (iv)
in the case of a profit-sharing plan, non-periodic installments to the extent
this method complies with Section 401(a)(9) of the Code and Regulations
thereunder; provided, however, that if the contract provides for continuance of
annuity payments after a Participant's death to a Beneficiary other than the
Participant's Spouse, the value of such death benefit shall be less than the
value of the Participant's annuity.

      (d) In the case of a profit-sharing plan or distribution that meets the
safe-harbor requirements pursuant to Section 11.06, the optional forms of
benefit provided by this Plan are as follows: (i) a lump-sum distribution, (ii)
substantially equal, periodic, monthly, quarterly, semi-annual or annual
installments over a period not exceeding the life expectancy of the Participant
or the life expectancy of the Participant and his designated Beneficiary, or
(iii) non-periodic installments to the extent this method complies with Section
401(a)(9) of the Code and Regulations thereunder.

      If the Participant elects to receive his benefits over a period in excess
of the Participant's then life expectancy, the then present value of the
payments to be made over the period, of the Participant's then life expectancy
must be more than 50 percent of the then present value of the total payments to
be made to the Participant and his Beneficiary.

10.07 Required Beginning Date. The entire interest of a participant must be
distributed or begin to be distributed no later than the Participant's Required
Beginning Date (defined below).

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

      (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.

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

      (a) Individual account.

            (i) If a Participant's benefit is to be distributed over (1) a
      period not extending beyond the Life Expectancy (defined below) 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 the
      applicable Life Expectancy.

            (ii) 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 fifty (50) percent of the
      present value of the amount available for distribution is paid within the
      Life Expectancy of the Participant.

            (iii) For calendar years beginning after December 31, 1988, the
      amount to be distributed each year, beginning with distributions for the
      first Distribution Calendar Year shall not be less than the quotient
      obtained by dividing the Participant's benefit by the lesser of (1) the
      Applicable Life Expectancy or (2) if the Participant's Spouse is not the
      designated Beneficiary, the applicable divisor determined from the table
      set forth in Q&A-4 of Section 1.401(a) (9)-2 of the Proposed Income Tax
      Regulations. Distributions after the death of the Participant shall be
      distributed using the applicable Life Expectancy in subsection (i) as the
      relevant


                                      -29-
<PAGE>

      divisor without regard to Regulations Section 1.401(a)(9)-2.

            (iv) 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.

      (b) 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.

10.10 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 (i) or (ii)
below:

            (i) 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,

            (ii) if the designated Beneficiary is the Participant's surviving
      Spouse, the date distributions are required to begin in accordance with
      (i) above shall not be earlier than the later of (1) December 31 of the
      calendar year immediately following the calendar year in which the
      Participant died and (2) 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 subsection
(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 (A) December
31 of the calendar year in which distributions would be required to begin under
this Section, or (B) 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.

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

      (d) For purposes of this Section 10.10, 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 Section 10.10, distribution of a
Participant's interest is considered to begin on the Participant's Required
Beginning Date (or, if subsection (c) is applicable, the date distribution is
required to begin to the surviving Spouse pursuant to subsection (b)). If
distribution in the form of an annuity irrevocably commences to the Participant
before the Required Beginning Date, the date distribution is considered to begin
is the date distribution actually commences.

10.11 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.

      (b) Designated Beneficiary The individual who is designated as the
Beneficiary under the Plan in accordance with Section 401(a)(9) of the Code 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


                                      -30-
<PAGE>

distributions are required to begin pursuant to Section 10.10.

      (d) Life Expectance 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 Section 10.10(b)(ii)) 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.

      (e) Participant's benefit.

            (i) The account balance as of the last Allocation Date in the
      calendar year immediately preceding the Distribution Calendar Year
      (Allocation Calendar Year) increased by the amount of any Contributions or
      Forfeitures allocated to the Account balance as of dates in the Allocation
      Calendar Year after the Allocation Date and decreased by distributions
      made in the Allocation Calendar Year after the Allocation Date.

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

      (f) Required Beginning Date.

            (i) General rule. The Required Beginning Date of a Participant is
      the first day of April of the calendar year following the calendar year in
      which the Participant attains age 70-1/2.

            (ii) 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-Five-Percent Owners. The Required Beginning Date of a
            Participant who is not a Five-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) Five-Percent Owners. The Required Beginning Date of a
            Participant who is a Five-Percent Owner during any year beginning
            after December 31, 1979, is the first day of April following the
            later of:

                        (A) the calendar year in which the Participant attains
                  age 70-1/2, or

                        (B) the earlier of the calendar year with or within
                  which ends the Plan Year in which the Participant becomes a
                  Five-Percent Owner, or the calendar year in which the
                  Participant retires.

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

            (iii) Five-Percent Owner. A Participant is treated as a Five-Percent
      Owner for purposes of this Section if such Participant is a Five-Percent
      Owner as defined in Section 416(i) of the Code (determined in accordance
      with Section 416 of the Code 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 Five-Percent Owner attains age 66-1/2 or any
      subsequent Plan Year.

            (iv) Once distributions have begun to a Five-Percent Owner under
      this Section, they must continue to be distributed, even if the
      Participant ceases to be a Five-Percent Owner in a subsequent year.

10.12 Transitional Rule.

      (a) Notwithstanding the other requirements of this ARTICLE and subject to
the requirements of ARTICLE 11, distribution on behalf of any Employee,
including a Five-Percent Owner, may be made in accordance with all of the
following requirements (regardless of when such distribution commences):

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

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

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

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


                                      -31-
<PAGE>

            (v) 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 subsections (a)(i) and (v).

      (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 revoke d subsequent to the date distributions
are required to begin, the trust 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 proposed
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-2
and Q&A J-3 shall apply.

10.13 Failure to Locate. If the Participant or Beneficiary to whom benefits are
to be distributed cannot be located, and reasonable efforts have been made to
find him, including the sending of notification by certified or registered mail
to his last known address, the Administrator may direct the Trustee to treat the
benefits as a Forfeiture for the Plan Year in which the benefit is no longer
immediately distributable (after the Participant attains the later of (i) Normal
Retirement Age or (ii) age 62), provided, however, that if a benefit is
forfeited pursuant to this Section 10.13, such benefit will be reinstated if a
claim is made by the Participant or Beneficiary.

10.14 Premature Distributions. Any distribution to a Participant shall be
considered premature, and an additional income tax shall be imposed which is
equal to ten percent of the amount which is includible in the Participant's
gross income, unless the distribution is:

            (a) made on or after the date on which the Participant attains age
      59-1/2,

            (b) made to a Beneficiary of the Participant after the Participant's
      death and pursuant to ARTICLE 8;

            (c) made to the Participant due to his Disability;

            (d) made in a series of substantially equal periodic payments (not
      less frequently than annually) for the life (or life expectancy) of the
      Participant or the joint lives (or joint life expectancies) of the
      Participant and his Beneficiary after the Participant's Termination of
      Employment;

            (e) made on or after the date on which the Participant attains age
      55 and his subsequent Termination of Employment;

            (f) made to the Participant in an amount not in excess of the amount
      allowable as a deduction for federal income tax purposes for amounts paid
      during the taxable year for medical care (determined without regard to
      whether the Participant itemizes deductions for such taxable year);

            (g) made to an alternate payee pursuant to a qualified domestic
      relations order as defined in Section 414(p) of the Code; or

            (h) qualified and is rolled over or transferred to an individual
      retirement account or qualified pension or profit-sharing plan pursuant to
      Section 402 or 408 of the Code, whichever is applicable.

                                   ARTICLE 11
                           JOINT AND SURVIVOR ANNUITY
                                  REQUIREMENTS

11.01 Controlling Article. The provisions of this ARTICLE shall apply to any
Participant who is credited with at least one (1) Hour of Service on or after
August 23, 1984, and such other Participants as provided in Section 11.07. Any
annuity contract distributed herefrom must be nontransferable. The terms of any
annuity contract purchased and distributed by the Plan


                                      -32-
<PAGE>

to a Participant or Spouse shall comply with the requirements of this Plan.

11.02 Qualified Joint and Survivor Annuity. Unless an optional form of benefit
is selected pursuant to a Qualified Election within the ninety (90) day period
ending on the Annuity Starting Date, a married Participant's vested Account
balances will be paid in the form of a Qualified Joint and Survivor Annuity and
an unmarried Participant's vested Account balances 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.

11.03 Qualified Pre-Retirement 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 the Annuity Starting Date then the
Participant's vested Account balances will 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. In lieu of the purchase of an annuity for the life of the surviving
Spouse, the surviving Spouse may elect to have the benefits paid by one of the
methods described in Section 10.06(c).

11.04 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's Termination of Employment occurs prior
to the first day of the Plan Year in which age 35 is attained, with respect to
the Account balances as of the date of separation, the election period shall
begin on the date of Termination.

      Pre-age 35 waiver: A Participant who will not yet attain age 35 as of the
end of any current Plan Year may make a special Qualified Election to waive the
Qualified Pre-Retirement 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 Pre-Retirement
Survivor Annuity in such terms as are comparable to the explanation required
under Section 11.05(a). Qualified Pre-Retirement 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.

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

      (c) Qualified Election: A waiver of a Qualified Joint and Survivor Annuity
or a Qualified Pre-Retirement Survivor Annuity may be made. Any waiver of a
Qualified Joint and Survivor Annuity or a Qualified Pre-Retirement Survivor
Annuity shall not be effective unless: (i) the Participant's Spouse consents in
writing to the election; (ii) 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); (iii) the
Spouse's consent acknowledges the effect of the election; and (iv) 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 subsection (c) (or
establishment that the consent of a Spouse may not be obtained) shall be
effective only with respect to such Spouse. A consent that permits designations
by the Participant without any requirement of further consent by such Spouse
must acknowledge that the Spouse has the right to limit consent to a specific
Beneficiary, and a specific form of benefit where applicable, and that the
Spouse voluntarily elects to relinquish either or both of such rights. A
revocation of a prior waiver may be made by a Participant without the consent of
the Spouse at any time before the commencement of benefits. The number of
revocations shall not be limited. No consent obtained under this provision shall
be valid unless the Participant has received notice as provided in Section
11.05.

      (d) 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 benefit which can be purchased with the
Participant's vested Account balances. The percentage of the survivor annuity
under the Plan shall be 50% (unless a different percentage is elected by the
Employer in Section 19 of the Adoption Agreement).

      (e) 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


                                      -33-
<PAGE>

a qualified domestic relations order as described in Section 414(p) of the Code.

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

      (g) Vested Account balances: 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 Section shall apply to a Participant who is vested in amounts
attributable to Employer Contributions, Employee Contributions (or both) at the
time of death or distribution.

11.05 Notice Requirements.

      (a) In the case of a Qualified Joint and Survivor Annuity as described in
Section 11.02, the 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:

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

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

            (iii) the rights of a Participant's Spouse; and

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

      (b) In the case of a Qualified Pre-Retirement Survivor Annuity as
described in Section 11.03, the Administrator shall provide each Participant,
within the applicable period for such Participant a written explanation of the
Qualified Pre-Retirement Survivor Annuity in such terms and in such manner as
would be comparable to the explanation provided for meeting the requirements of
subsection (a) applicable to a Qualified Joint and Survivor Annuity.

      The applicable period for a Participant is whichever of the following
periods ends last: (i) the period beginning with the first day of the Plan Year
in which the Participant attains age 32 and ending with the close of the Plan
Year preceding the Plan Year in which the Participant attains age 35; (ii) a
reasonable period ending after the individual becomes a Participant; (iii) a
reasonable period ending after Section 417(a)(5) of the Code ceases to apply to
the Participant; (iv) a reasonable period ending after this Section 11.05 first
applies to the Participant. Notwithstanding the foregoing, notice must be
provided within a reasonable period ending after Termination of Employment in
the case of a Participant whose Termination of Employment occurred before
attaining age 35.

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

      (c) Notwithstanding the other requirements of this Section 11.05, the
respective notices prescribed by this Section need not be given to a Participant
if (i) the plan "fully subsidizes" the costs of a Qualified Joint and Survivor
Annuity or Qualified Pre-Retirement Survivor Annuity, and (II) the Plan does not
allow the Participant to waive the Qualified Joint and Survivor Annuity or
Qualified Pre-Retirement Survivor Annuity and does not allow a married
Participant to designate a nonspouse Beneficiary. For purposes of this
subsection (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.

11.06 Safe Harbor Rules.

      (a) This Section shall apply to a Participant in a profit-sharing plan,
and to any distribution, made on or after the first day of the first Plan Year
beginning after December 31, 1988, from or under a separate Account attributable
solely to accumulated Deductible Employee Contributions, and maintained on
behalf of a Participant in a money purchase pension plan, (including a target
benefit plan) if the following conditions are satisfied: (i) the Participant
does not or cannot elect payments in the form of a life annuity; and (ii) on the
death of a Participant, the Participant's vested Account balances will be paid
to the Participant's surviving Spouse, but if there is no surviving Spouse, or
if the surviving Spouse has consented in a manner conforming to a Qualified
Election, then to the Participant's designated Beneficiary. The surviving Spouse
may elect to have distribution of the vested Account balances commence within
the 90-day period following the date of the Participant's death. The Account
balances 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. This Section 11.06 shall not
be operative with respect to a Participant in a profit-sharing plan if the Plan
is a direct or indirect transferee of a defined benefit plan, money purchase
plan, a target benefit plan, 


                                      -34-
<PAGE>

stock bonus, or profit-sharing plan which is subject to the survivor annuity
requirements of Sections 401(a)(11) and 417 of the Code. If this Section 11.06
is operative, then the provisions of this ARTICLE, other than Section 11.07,
shall be inoperative.

      (b) The Participant may waive the spousal death benefit described in this
Section at any time provided that no such waiver shall be effective unless it
satisfies the conditions of Section 11.04(c) (other than the notification
requirement referred to therein) that would apply to the Participant's waiver of
the Qualified Pre-Retirement Survivor Annuity.

      (c) For purposes of this Section 11.06, vested Account balances shall mean
in the case of a money purchase pension plan or a target benefit plan, the
Participant's separate Account balances attributable solely to accumulated
Deductible Contributions. In the case of a profit-sharing plan, vested Account
balances shall have the same meaning as provided in Section 11.04(g).

11.07 Transitional Rules.

      (a) Any living Participant not receiving benefits on August 23, 1984, who
would otherwise not receive the benefits prescribed by the previous Sections of
this ARTICLE must be given the opportunity to elect to have the prior Sections
of this ARTICLE apply if such Participant is credited with at least one (1) Hour
of Service under this Plan or the predecessor plan (if any) in a Plan Year
beginning on or after January 1, 1976, and such Participant had at least ten
(10) Years of Service at his Termination of Employment.

      (b) Any living Participant not receiving benefits on August 23, 1984, who
was credited with at least one (1) Hour of Service under this Plan or a
predecessor plan (if any) 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 benefits paid in accordance
with subsection (d).

      (c) The respective opportunities to elect (as described in subsections (a)
and (b)) 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 subsection (b) and any
Participant who does not elect under subsection (a) or who meets the
requirements of subsection (a) except that such Participant does not have at
least ten (10) Years of Service at his Termination of Employment, shall have his
benefits distributed in accordance with all of the following requirements if
benefits would have been payable in the form of a life annuity:

            (i) Automatic joint and survivor annuity. If benefits in the form of
      a life annuity become payable to a married Participant who:

                  (1) begins to receive payments under the Plan on or after his
            Normal Retirement Age; or

                  (2) dies on or after Normal Retirement Age while still working
            for the Employer, or

                  (3) begins to receive payment on or after the Qualified Early
            Retirement Age; or

                  (4) at his Termination of Employment on or after attaining his
            Normal Retirement Age (or the Qualified Early Retirement Age) and
            after satisfying the eligibility requirements for the payment of
            benefits under the Plan and thereafter dies before beginning to
            receive such benefits;

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

            (ii) Election of early survivor annuity. A Participant who is
      employed after attaining the Qualified Early Retirement Age will be given
      the opportunity to elect, during the Election Period, to have a survivor
      annuity payable on death. If the Participant elects the survivor annuity,
      payments under such annuity must not be less than the payments which would
      have been made to the Spouse under the Qualified Joint and Survivor
      Annuity if the Participant had retired on the day before his 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 (1)
      the 90th day before the Participant attains the Qualified Early Retirement
      Age, or (2) the date on which participation begins, and ends on the date
      of the Participant's Termination of Employment.

            (iii) For purposes of subsection (d):

                  (1) 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,


                                      -35-
<PAGE>

                        (B) the first day of the 120th month beginning before
                  the Participant reaches Normal Retirement Age, or

                        (C) the date the Participant begins participation.

                  (2) Qualified Joint and Survivor Annuity is an annuity for the
            life of the Participant with a survivor annuity for the life of the
            Spouse as described in Section 11.04(d).

                                   ARTICLE 12
                                     LOANS

      If permitted in Section 14 of the Adoption Agreement, the Employer, upon
written application of a Participant in such manner and form as required by the
Employer, may, in its sole discretion, authorize and direct the Trustee to make
a loan from the Trust Fund to the Participant. All loans shall comply with the
following terms and conditions:

      (a) Loans shall be made available to all Participants and Beneficiaries on
a reasonably equivalent basis.

      (b) Loans shall not be made available to Highly Compensated Employees in
an amount greater than the amount made available to other Employees.

      (c) Loans must be adequately secured and bear a reasonable interest rate.

      (d) No Participant loan shall exceed the amount of the Participant's
vested Account balance.

      (e) A Participant must obtain the consent of his or her Spouse, if any, to
use of 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 the Account balance is used for
renegotiation, extension, renewal, or other revision of the loan.
Notwithstanding the foregoing, this subsection (e) shall not apply in the case
of a profit-sharing plan that meets the conditions described in Section 11.06.

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

      (g) 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 5) 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-percent of
the outstanding stock of the corporation.

      If a valid spousal consent has been obtained in accordance with (e), then,
notwithstanding any other provision of this Plan, the portion of the
Participant's vested 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 repayment of
the loan, and then determining the benefit payable to the surviving Spouse.

      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 (i) $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 (ii) one-half the
present value of the nonforfeitable accrued benefit of the Participant or, if
greater, the total accrued benefit up to $10,000. For the purpose of the above
limitation, all loans from all plans of the Employer and other Controlled Group
Members 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 paragraph.

                                   ARTICLE 13
                                TOP-HEAVY PLANS

      If the Plan is or becomes Top-Heavy in any Plan Year beginning after
December 31, 1983, the provisions of this ARTICLE 13 will supersede any
conflicting provisions in the Plan or Adoption Agreement.


                                      -36-
<PAGE>

13.01 Definitions.

      (a) Key Employee: Any Employee or former Employee (and the Beneficiaries
of such Employee) who at any time during the determination period was (i) an
officer of the Employer if such individual's Compensation exceeds fifty (50)
percent of the dollar limitation under Section 415(b)(1)(A) of the Code, (ii) an
owner (or considered an owner under Section 318 of the Code) of one of the ten
largest interests in the Employer if such individual's Compensation exceeds the
dollar limitation under Section 415(c) (1)(A) of the Code, (iii) a Five-Percent
Owner, or (iv) a one-percent owner of the Employer who has Compensation of more
than $150,000. For purposes of this subsection (a), Compensation means
compensation as defined in Section 415(c)(3) of the Code, but including amounts
contributed by the Employer pursuant to a salary reduction agreement which are
excludible from the Employee's gross income under Section [25, 402(a)(8), 402(h)
or 403(b) of the Code. The determination period is the Plan Year containing the
Determination Date and the four (4) preceding Plan Years. 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.

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

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

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

            (iii) 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 sixty (60) percent.

      (c) Top-Heavy Ratio:

            (i) 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 plans 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.
      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.

            (ii) 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
      Permissive Aggregation Group as appropriate is a fraction, the numerator
      of which is the sum of the account balances under the aggregate defined
      contribution plan or plans for all Key Employees determined in accordance
      with (i), 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 (i), and the present
      value of accrued benefits under the defined benefit plan or plans for all
      Participants as of the Determination Date(s), all determined in accordance
      with 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.

            (iii) For purposes of (i) and (ii), 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 twelve (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


                                      -37-
<PAGE>

      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
      Contributions will not be taken into account for purposes of computing the
      Top-Heavy Ratio. When aggregating plans, the value of account balances and
      accrued benefits will be calculated with reference to the Determination
      Dates that fall within the same calendar year.

            The accrued benefit of a Participant other than a Key Employee shall
      be determined under (A) the method, if any, that uniformly applies for
      accrual purposes under all defined benefit plans maintained by the
      Employer, or (B) if there is no such method, as if such benefit accrued
      not more rapidly than the slowest accrual rate permitted under the
      fractional rule of 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: (i) 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
(ii) any other qualified plan of the Employer which enables a Plan described in
(i) to meet the requirements of Section 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, the last
day of that Plan Year.

      (g) Valuation Date: The date elected by the Employer in Section 16 of the
Adoption Agreement as of which account balances or accrued benefits are valued
for purposes of calculating the Top-Heavy Ratio.

      (h) Present Value: Present Value shall be based only on the interest and
mortality rates specified in Section 16 of the Adoption Agreement.

      (i) Super Top Heavy Plan: The Plan if it would be a Top Heavy Plan under
Section 13.01(b) hereof if the words "ninety (90) percent" were substituted for
the words "sixty (60) percent" in Section 13.01(b) hereof

13.02 Minimum Allocation.

      (a) Except as otherwise provided in subsections (b) and (c), 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
the first $200,000 of the Key Employee's Compensation, allocated on behalf of
any Key Employee for that Plan 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 Plan Year because of (i) the Participant's failure to
complete 1,000 Hours of Service (or any equivalent provided in the Plan), or
(ii) in the case of a CODA, the Participant's failure to have Elective Deferrals
made to the Plan on his behalf, or (iii) Compensation less than a stated amount.

      (b) For purposes of computing the minimum allocation, Compensation shall
mean compensation as defined in Section 2.13. If the Plan is a non-standardized
plan, Compensation is to be computed without reference to the exclusions
otherwise permitted in Section 9 of the Adoption Agreement.

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

      (d) The provision in subsection (a) 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 Section 16 of the Adoption Agreement
that the minimum allocation or benefit requirement applicable to Top-Heavy plans
will be met in the other plan or plans.

      (e) The minimum allocation required (to the extent required to be
nonforfeitable under Section 416(b) of the Code) may not be forfeited under
Section 411(a)(3)(B) or (D) of the Code. For each Plan Year in which the Paired
Plans are Top-Heavy, the Employer will provide a minimum contribution equal to
three (3) percent of total Compensation for each non-Key Employee who is
entitled to a minimum contribution under Paired Plans #001 or #003.

13.03 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
Section 16 of 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 of the Code
and benefits accrued before the Plan became Top-Heavy. Further, no decrease in a
Participant's nonforfeitable


                                      -38-
<PAGE>

percentage may occur in the event the Plan's status as Top-Heavy changes for any
Plan Year. However, this Section does not apply to the Account balances of any
Employee who does not have an Hour of Service after the Plan has initially
become Top-Heavy and such Employee's Account balance attributable to Employer
Contributions and Forfeitures will be determined without regard to this Section
13.03.

13.04 Special Limitations on Top Heavy Allocations in Multiple Plans: "Code
Section 4 15(e) Buy-Back". If for any Plan Year the Plan is a Top Heavy Plan,
and the Employer maintains or has ever maintained a qualified defined benefit
pension plan, then in applying the limitations of Section (pound)07 the words
"100 percent" shall be substituted for the words "125 percent" in both the
Defined Benefit Fraction and the Defined Contribution Fraction, as such terms
are defined in Section 5.07, unless the Employer elects to "buy-back" the use of
the "125 percent" limit with respect to any Plan Year in which the Plan is not
Super Top Heavy by providing minimum benefits in excess of those otherwise
required pursuant to the provisions of Section 13.02. An Employer accomplishes
this "Code Section 415(e) Buy-Back" by electing to retain the use of the "125
percent" limit in Section 16(c)(i) of a non-standardized Adoption Agreement or
Section 16(b)(i) of a standardized Adoption Agreement and by agreeing to provide
the required increased minimum benefits according to one (1) of the following
methods.

      (a) If the Plan is a Paired Plan, then the minimum accrual provisions of
Sections 14.03 shall apply automatically.

      (b) If the Plan is not a Paired Plan, the Employer may nevertheless elect
to provide the minimum accruals set out in Section 14.03 by electing in Section
16(c)(ii) of a non-standardized Adoption Agreement or Section 16(b)(ii) of a
standardized Adoption Agreement to be subject to the Paired Plan provisions of
ARTICLE 14.

      (c) If the Plan is not a Paired Plan, the Employer may elect (by setting
out overriding provisions in Section 16(c)(ii) of a non-standardized Adoption
Agreement or Section 16(b)(ii) of a standardized Adoption Agreement) to provide
the minimum accruals required by Section 416(h)(2) of the Code by some method
other than that set out in Section 14.03.

      If the Plan is one (1) of multiple qualified plans maintained by the
Employer and is not a Paired Plan, nor is to be considered to be a Paired Plan,
and the Employer has not elected to utilize the Code Section 415(e) Buy-Back
provisions, then the Employer shall provide (by setting out overriding
provisions in Section 16(c)(ii) of a non-standardized Adoption Agreement or
Section 16(b)(ii) of a standardized Adoption Agreement) minimum benefit accruals
pursuant to Section 416(f) of the Code.

                                   ARTICLE 14
                                  PAIRED PLANS

14.01 Paired Plans. The provisions of this ARTICLE shall apply if either:

      (a) this Plan is a Paired Plan or,

      (b) this Plan is not a Paired Plan, but is to be considered to be subject
to the Paired Plan provisions of this ARTICLE under Section 16(c)(ii) of the
Adoption Agreement.

      Under this ARTICLE, Sections 14.03 and 14.04 shall apply with respect to
Plan Years in which the Plan is considered as paired hereunder with a defined
benefit pension plan maintained by the Employer, while Sections 14.05 and 14.06
shall apply with respect to Plan Years in which the Plan is paired, or
considered as paired hereunder with another defined contribution plan maintained
by the Employer, whether or not the Plan is also considered as paired hereunder
with a defined benefit pension plan.

      With respect to such Paired Plans, the term "Compensation" shall have the
meaning set forth in Section 415(c)(3) of the Code.

14.02 Multiple Benefits from Super Top Heavy Paired Plans. In any Plan Year in
which the Plan is considered to be a Paired Plan with a defined benefit pension
plan, and the Plan is or becomes a Super Top Heavy Plan, as defined in Section
13.01(i), then the "Code Section 415(e) Buy-Back", as that term is defined in
Section 13.04 hereof, shall not be available.

14.03 Minimum Defined Contribution Plan Allocations Under Top Heavy Paired Plans
with Code Section 4 15(e) Buy-Back. In any Plan Year in which the Plan is
considered to be a Paired Plan (or has elected to be treated as a Paired Plan)
with a qualified defined benefit pension plan, when the Plans are considered Top
Heavy Plans, but are not Super Top Heavy Plans, and the Employer has elected to
utilize the Code Section 415(e) Buy-Back, minimum nonintegrated allocations
shall be made under this Section. Each Employee who participates in this Paired
Plan and who also participates in the defined benefit pension plan considered to
be a Paired Plan shall receive a minimum nonintegrated allocation of seven and
one-half percent (7-1/2%) of Compensation under Section 13.02 of this Paired
Plan instead of three percent (3%) of Compensation. Any Employee who is a
Participant otherwise entitled to receive top heavy allocations from this Paired
Plan, but who is not entitled to receive a minimum


                                      -39-
<PAGE>

benefit from the defined benefit pension plan considered to be Paired Plan,
shall receive a minimum nonintegrated allocation of four percent (4%) of
Compensation under Section 13.02 of this Paired Plan instead of three percent
(3%) of Compensation. Any Employee who is a Participant not entitled to receive
top heavy allocations from this Paired Plan, but who is entitled to receive a
minimum benefit from the defined benefit pension plan considered to be a Paired
Plan, shall receive a minimum non-integrated accrued benefit of 3% of the
highest five (5) consecutive year average compensation (not to exceed a
cumulative accrued benefit of thirty percent (30%)).

14.04 Minimum Defined Contribution Plan Allocations Under Super Top Heavy Paired
Plans or Without Code Section 415(e) Buy-Back. In any Plan Year in which the
Plan is considered to be a Paired Plan (or has elected to be treated as a Paired
Plan) with a qualified defined benefit pension plan, if the Paired Plans are
considered Super Top Heavy or if the Employer has elected not to utilize the
Code Section 415(e) Buy-Back, then minimum nonintegrated allocations shall be
made under this Section. Each Employee who is a Participant in this Paired Plan
and who also participates in the defined benefit pension Paired Plan shall
receive a minimum nonintegrated allocation of five percent (5%) of such
Participant's Compensation under Section 13.02 of this Paired Plan instead of
three percent (3%) of Compensation. Any Employee who is a Participant otherwise
entitled to receive top heavy allocations from this Paired Plan, but who does
not participate in the defined benefit pension Paired Plan, shall receive a
minimum nonintegrated allocation of three percent (3%) of Compensation under
13.02 of this Paired Plan.

      The minimum nonintegrated allocations provided hereunder shall be made
without reference to, or limitation by, any lesser Employer contribution having
been allocated on behalf of any Key Employee in the Plan.

14.05 Defined Contribution Paired Plan Prevention of Duplication of Allocations.
In any Plan Year in which the Plan is a Paired Plan with a defined contribution
plan, the Employer shall provide each Employee who is a Participant in this
Paired Plan and who participates in the other defined contribution Paired Plan,
the minimum nonintegrated allocation specified under this ARTICLE only in that
Paired Plan indicated in Section 16(c)(iii) of the Adoption Agreement.

14.06 Forfeitures in Profit-Sharing Plans. If this Plan is a profit-sharing
Paired Plan, then the minimum nonintegrated allocations provided by this Plan
under this ARTICLE shall include in their computation Forfeitures.

14.07 Integrated Paired Plans. If the Paired Plans involve integration with
Social Security, then only one (1) Paired Plan shall be integrated.

                                   ARTICLE 15
                              PLAN ADMINISTRATION

15.01 Administrator. The Employer shall be the Administrator of the Plan and
shall have the sole power, duty and responsibility of directing the
administration of the Plan in accordance with the provisions herein set forth.
Except with respect to rights and powers expressly or impliedly reserved in the
Sponsor to amend the Plan in order to maintain its status as a Plan qualified
and approved under the Code, and to assist in its interpretation and
administration, the Employer shall have the sole and absolute right and power to
construe and interpret the provisions of the Plan and administer it for the best
interest of its Employees including, but not limited to, the following powers
and duties:

            (a) to construe any ambiguity and interpret any provision of the
      Plan or supply any omission or reconcile any inconsistencies in such
      manner as it deems proper;

            (b) to determine eligibility to become a Participant in the Plan in
      accordance with its terms;

            (c) to decide all questions of eligibility for, and determine the
      amount, manner, and time of payment of any benefits hereunder, and to
      afford any person dissatisfied with such decision or determination, upon
      written notice thereof, the right to a full and fair hearing thereon;

            (d) to establish uniform rules and procedures to be followed by
      Participants and Beneficiaries in filing applications for benefits, in
      furnishing and verifying proofs necessary to determine age, and in any
      other matters required to administer the Plan;

            (e) to adopt such reasonable accounting methods as it deems
      necessary or desirable, to receive and review the annual allocation report
      on the Plan and to bring up to date the balances of all Accounts;

            (f) to receive and review reports of the financial condition and of
      the receipts and disbursements of the Trust Fund from the Trustee, and to
      determine and communicate to the Trustee the long-term and short-term
      financial goals of the Plan;

            (g) to file such reports and statements, and to make such
      disclosures as required by law, and


                                      -40-
<PAGE>

            (h) to furnish to Participants and Beneficiaries such information
      and statements, with respect to the Plan and their individual interests
      therein as required by law, and any additional information as deemed to be
      appropriate by the Employer.

      All directions by the Employer shall be conclusive on all parties
concerned; including the Trustee, and all decisions of the Employer as to the
facts of any case and the meaning, intent, or proper construction of any
provision of the Plan, or as to any rule or regulation in its application to any
case shall be final and conclusive; provided, however, that all rules and
decisions of the Employer shall be uniformly and consistently applied to all
Employees in similar circumstances, and the Employer shall have no power to
administratively add to, subtract from or modify any of the terms of the Plan,
or to change, add to or subtract from any benefits provided by the Plan, or to
waive or fail to apply any requirements of eligibility for participation or for
benefits under the Plan.

15.02 Claims Procedure. If, upon application for benefits made by a Participant
or Beneficiary pursuant to Section 10.01(b), the Employer shall determine that
benefits applied for shall be denied either in whole or in part, the following
provisions shall govern:

            (a) Notice of Denial. The Employer shall, upon its denial of a claim
      for benefits under the Plan, provide the applicant with written notice of
      such denial setting forth:

                  (i) the specific reason or reasons for the denial;

                  (ii) specific reference to pertinent Plan provisions upon
            which the denial is based;

                  (iii) material claimant a description of any additional or
            information necessary for the to perfect the claim, and

                  (iv) an explanation of the claimant's rights with respect to
            the claims review procedure as provided in subsection (b) of this
            Section.

            (b) Claims Review. Every claimant with respect to whom a claim is
      denied shall; upon written notice of such denial, have the right to:

                  (i) request a review of the denial of benefits by written
            notice delivered to the Employer,

                  (ii) review pertinent documents, and

                  (iii) submit issues and comments in writing.

            (c) Decision on Review. The Employer shall upon receipt of a request
      for review submitted by the claimant in accordance with subsection (b),
      appoint a committee for the purpose of conducting such review, and provide
      the claimant with written notice of the decision reached by the said
      Committee setting forth the specific reasons for the decision and specific
      references to the provisions of the Plan upon which the decision is based.
      Such notice shall be delivered to the claimant not later than 60 days
      following the receipt of the claimant's request, or, in the event that the
      Employer shall determine that a hearing is needed no later than 120 days
      following the receipt of such request.

15.03 Records. All acts, determinations and correspondence with respect to the
Plan shall be duly recorded and all such records, together with such other
documents, including the Plan and all amendments thereto, if any, pertinent to
the Plan or the administration thereof, shall be preserved in the custody of the
Employer and shall at all reasonable times be made available to Participants and
Beneficiaries for examination.

15.04 Delegation of Authority. The administrative duties and responsibilities of
the Employer as set forth in this ARTICLE may be delegated by the Employer in
whatever manner it chooses, in whole or in part, to either a Plan Committee
consisting of such persons as the Employer shall select or an Administrator. The
Employer shall certify to the Trustee in writing as to the membership and extent
of authority of such Committee, or the identity and extent of authority of such
Administrator, and any changes relative thereto as may occur from time to time.
The authority of either the Committee or the Administrator shall be deemed to be
that of the Employer to the extent so certified by the Employer. The Trustee
shall be entitled to rely on the last such certification received and to
continue to rely thereon until subsequent written certification to the contrary
is received from the Employer. The Employer shall indemnify and save harmless
either the members of the Committee, and each of them, or the Administrator from
any liability arising from the effects and consequences of their acts, omissions
and conduct in their official capacity with respect to the Plan and the
administration thereof except to the extent that such liability shall result
from their own willful misconduct or gross negligence.

      The Employer, or either the Plan Committee or the, Administrator to which
it has delegated its duties and responsibilities hereunder, may employ such
competent agent or agents as it may deem appropriate or desirable to perform
such ministerial duties or consultative or other services as the Employer or
either its Committee or Administrator may in its discretion deem necessary to
facilitate the efficient and proper administration of the Plan. The Employer and
either its Committee or Administrator shall be entitled to rely upon all
reports,


                                      -41-
<PAGE>

advice and information furnished by such agent or agents, and all action taken
or suffered by them in good faith in reliance thereon shall be conclusive upon
all agents, Participants, Retired Participants, Beneficiaries and other persons
interested in the Plan.

15.05 Correction of Errors. If any change in records or error results in any
Participant, Retired Participant or Beneficiary receiving from the Plan more or
less than he would have been entitled to receive had the records been correct or
had the error not been made, the Employer, upon discovery of such error, shall
correct the error by adjusting, as far as is practicable, the payments in such a
manner that the benefits to which such person was correctly entitled shall be
paid.

15.06 Domestic Relations Orders.

      (a) If the Trustee, the Employer, or the Committee receives a domestic
relations order that purports to require the payment of a Participant's benefits
to a person other than the Participant, the Committee shall take the following
steps:

            (i) If benefits are in pay status, the Committee shall direct the
      Trustee to account separately for the amounts that will be payable to the
      Alternate Payees (defined below) if the order is a Qualified Domestic
      Relations Order (defined below).

            (ii) The Committee shall promptly notify the named Participant and
      any Alternate Payees of the receipt of the domestic relations order and of
      the Committee's procedures for determining if the order is a Qualified
      Domestic Relations Order.

            (iii) The Committee shall determine whether the order is a Qualified
      Domestic Relations Order under the provisions of Section 414(p) of the
      Code.

            (iv) The Committee shall notify the named Participant and any
      Alternate Payees of its determination as to whether the order meets the
      requirements of a Qualified Domestic Relations Order.

      (b) If, within 18 months beginning on the date the first payment would be
made under the domestic relations order (the "18-Month Period 9, the order is
determined to be a Qualified Domestic Relations Order, the Committee shall
direct the Trustee to pay the specified amounts to the persons entitled to
receive the amounts pursuant to the order.

      (c) If, within the 18-Month Period (i) the order is determined not to be a
Qualified Domestic Relations Order or (ii) the issue as to whether the order is
a Qualified Domestic Relations Order has not been resolved, the Committee shall
direct the Trustee to pay the amounts (and any interest thereon) to the
Participant or other person who would have been entitled to such amounts if
there had been no order.

      (d) If an order is determined to be a Qualified Domestic Relations Order
after the end of the 18-Month Period, the determination shall be applied
prospectively only.

      (e) A Qualified Domestic Relation Order shall not require:

            (i) the Plan to provide any type or form of benefits, or any option,
      not otherwise provided under the Plan, or

            (ii) the payment of benefits to an Alternate Payee which are
      required to be paid to another Alternate Payee under another order
      previously determined to be a Qualified Domestic Relations Order.

      (f) In the case of any payment before a Participant has terminated
employment, a Qualified Domestic Relations Order shall not be treated as failing
to meet the requirements of subparagraph (e)(i) above solely because such order
requires that payment of benefits be made to an Alternate Payee:

            (i) on or after the date on which the Participant attains (or would
      have attained) the earliest retirement date, or

            (ii) as if the Participant had retired on the date on which such
      payment is to begin under such order (but taking into account only the
      value of the Participant's Account on such date).

      For this purpose, "earliest retirement date" shall mean the earlier of:
(1) the date on which the Participant is entitled to a distribution under the
Plan, or (2) the later of the date the Participant attains age fifty (50), or
the earliest date on which the Participant could begin receiving benefits under
the Plan if he terminated employment.

      (g) To the extent provided in a Qualified Domestic Relations Order, the
former spouse of a Participant shall be treated as a Surviving Spouse for
purposes of Sections 401(a)(11) and 417 of the Code.

      (h) For the purposes of this Section, the following terms shall have the
following definitions:

            (i) Alternate Payee. Any spouse, former spouse, child or other
      dependent of a Participant who is recognized by a domestic relations order
      as having a right to all or a portion of the benefits payable under the
      Plan to the Participant.

            (ii) Qualified Domestic Relations Order. Any domestic relations
      order or judgment that meets the


                                      -42-
<PAGE>

      requirements set forth in Section 414(p) of the Code.

      (i) In addition to the right to all or a portion of the benefits payable
under the Plan to a Participant, an Alternate Payee shall have the same option
of obtaining a loan from the Plan, pursuant to ARTICLE 12, or directing the
investment of his Account, pursuant to Section 5.08, if such options are
available to Participants.

                                   ARTICLE 16
                                   THE TRUST

16.01 The Trust. The Employer which executed an Adoption Agreement and thus
adopted the Plan, thereby established a Trust. By execution of the Adoption
Agreement, the Trustee accepted the position of trustee thereof; and all the
duties and responsibilities of that position. The Trust Fund shall consist of
such cash and other property as shall be paid or delivered from time to tune by
the Employer to the Trustee, together with the earnings and profits thereon. The
Trust Fund shall be held, managed and administered by the Trustee in trust
without distinction between principal and income in accordance with the
provisions of this Plan, but shall be accounted for separately by the Trustee as
to each Employer which adopts the Plan.

16.02 Contributions to Trustee. Contributions shall be paid to the Trustee in
accordance with the terms of the Plan. It shall be the duty of the Trustee to
receive, hold, invest, reinvest and distribute the Trust Fund in accordance with
the provisions of this Plan. The Trustee shall be under no duty to enforce
payment of any contribution to the Trust Fund and shall not be responsible for
the adequacy of the Trust Fund to meet and discharge any liabilities under the
Plan.

16.03 Investment Powers. The Trustee, upon its own discretion with respect to
Trust Fund investments, shall, except as otherwise restricted by law and the
provisions hereof and except as provided in Section 16.04, be authorized and
empowered:

            (a) to invest and reinvest the principal and income of the Trust
      Fund in any and all stocks, bonds, mutual funds, notes, debentures,
      mortgages, equipment trust certificates, insurance company contracts and
      in such other property, real or personal, investments and securities of
      any kind, class or character, including investments and qualifying
      securities or realty of the Employer, whether income-producing or not,
      units of any commingled, common pooled or mutual trust fund described in
      this Section, including securities issued by the Trustee (if the option
      under Section 5.08 is available to a Participant), savings accounts,
      certificates of deposit and time deposits of the Trustee or other
      institutions and securities as the Trustee may at some future date be
      authorized to make available to the Trust customer by the Securities and
      Exchange Commissioner within the guidelines, policies, procedures or
      approvals of the Comptroller of the Currency or the Federal Deposit
      Insurance Corporation; and in making such investments and reinvestments,
      the Trustee shall not be restricted to properties and securities
      authorized for investment by Trustees or other fiduciaries by the
      applicable statutory legal list of such properties and securities;

            (b) to keep such portion of the Trust Fund in cash or cash balances
      as deemed to be in the best interest of the Trust;

            (c) to sell, exchange, convey, transfer or otherwise dispose of any
      property held by it, by private contract or at public auction;

            (d) to vote or to refrain from voting upon any stocks, bonds or
      other securities; to give general or special proxies or powers of attorney
      with or without power of substitution; to exercise any conversion
      privileges, subscription rights, or other options and to make any payments
      incidental thereto; to consent to or otherwise participate in corporate
      reorganizations or other changes affecting corporate securities and to
      delegate discretionary powers and to pay any assessments or charges in
      connection therewith, and generally to exercise any of the powers of any
      owner with respect to stocks, bonds, securities or other property held in
      the Fund;

            (e) to make, execute, acknowledge and deliver any and all documents
      of transfer and conveyance and any and all other instruments that may be
      necessary or appropriate to carry out the powers herein granted;

            (f) to register any investment of the Trust Fund in its own name or
      in the name of a nominee or nominees and to hold any investment in bearer
      form, but the books and records of the Trustee shall at all times show
      that all such investments are part of the Trust Fund;

            (g) to employ suitable agents and counsel, and to pay their
      reasonable expenses and compensation;

            (h) to borrow money from time to time for the purposes of the Trust
      on such terms and conditions as may be deemed to be advisable, and for any
      sum so borrowed to issue its promissory note as Trustee and to secure the
      repayment thereof by pledging all of any part of the Fund; and

            (i) to make loans to Participants pursuant to ARTICLE 12 of the Plan
      and Section 14 of the Adoption Agreement.


                                      -43-
<PAGE>

      Notwithstanding the foregoing, the Trustee is specifically authorized to
invest the assets of the Trust Fund in any and all funds, whether or not
presently in existence, which are, or shall be, maintained by the Trustee,
including, without limiting the generality of the foregoing, mutual commingled,
pooled or common Trust Funds, the terms and conditions of which are, and shall
be on a continuing basis, hereby incorporated by reference as if fully set forth
herein. Further provided, however, that notwithstanding any provision of the
Plan to the contrary, no Trust Fund assets attributable to individual retirement
accounts, if any, shall be invested in life insurance contracts, and no Trust
Fund assets attributable to either individual retirement accounts or
individually directed account amounts, if any, shall be invested in
"collectibles" (as defined by Section 408(n) of the Code).

16.04 Appointment of Investment Manager. The Employer, if it has so elected in
Section 17(a) of the Adoption Agreement, may at any time and from time to time
appoint in writing an Investment Manager or Managers to manage all or any
portion of the assets of the Plan, and may revoke any such appointment
previously made. For purposes hereof, the Employer shall mean only the entity
executing the Adoption Agreement as "Employer," but shall not mean any
organization executing the Plan as an "Adopting Employer." While such an
appointment is in effect, the relations among the Administrator, Employer,
Investment Manager and Trustee shall be governed by the following provisions:

            (a) The Employer shall certify to the Trustee the name or names of
      any Investment Manager appointed by it to manage the investment or
      reinvestment of all or any portion of the Trust Fund. Such certificate
      shall also state that the Investment Manager has acknowledged his
      fiduciary status with respect to the Plan in writing.

            (b) The Trustee shall segregate any portion of the Trust Fund held
      by it which will be subject to the management of an Investment Manager
      into one or more separate accounts to be known as investment manager
      accounts and shall charge any expenses related to investments directed by
      an Investment Manager against such accounts. Each Investment Manager shall
      have the right and power to manage the investment and reinvestment of his
      investment manager account. The Trustee shall follow the directions of the
      Investment Manager with respect to the account of such Investment Manager
      and shall not be obligated to invest or otherwise manage any such
      investment manager account. All directions given by an Investment Manager
      to the Trustee shall be in writing, signed by an officer or a partner of
      the Investment Manager or by such other person or persons as may be
      designated by such officer or partner. Subject to such conditions as may
      be approved by the Employer and Trustee, the Investment Manager may place
      direct orders for the purchase or sale of securities or other property for
      its investment manager account, provided, however, that, in the case of an
      Investment Manager as defined in Section 235(a), the Trustee shall
      nevertheless retain custody of the assets comprising said account. In the
      case of an Investment Manager defined in Section 2.35%, the Investment
      Manager may be permitted to retain custody of the assets comprising said
      account.

            (c) If the Employer, by written notice to the Trustee, terminates
      the authority of an Investment Manager but does not appoint a successor to
      manage the investment and reinvestment of the account of such Investment
      Manager, the portion of the fund then held in such investment manager
      account shall return to the unsegregated portion of the Trust Fund and the
      Trustee shall have authority to manage the investment and reinvestment of
      such account. Until receipt of a written notice terminating the authority
      of an Investment Manager, the Trustee shall be fully protected in relying
      upon the latest prior written notice of appointment of an Investment
      Manager.

            (d) Any Investment Manager may, in writing, authorize the Trustee to
      invest any portion of his investment manager account in short-term
      investments. The Trustee, in its sole discretion, may make such
      investments either directly or by investment collectively with other
      assets, including but not limited to investment in any common, commingled,
      mutual or pooled trust fund established and maintained by the Trustee for
      the investment of funds administered in a fiduciary capacity.

            (e) The Trustee shall not be responsible for any loss caused by its
      acting upon any notice, direction or certification of any Investment
      Manager appointed by the Employer which the Trustee reasonably believes to
      be genuine. The Trustee shall have no duty to question any direction,
      action or inaction of any Investment Manager taken as provided in this
      Section 16.04. The Trustee shall have no duty to review the securities or
      other property held in any investment manager account or to make any
      suggestions to any Investment Manager or to the Employer with respect to
      the investment, reinvestment, or disposition of investments in any
      investment manager account. The Trustee shall not be responsible for the
      results arising from the Trustee's compliance with the instructions of any
      Investment Manager.

            (f) The Trustee shall not be responsible for determining the
      reasonableness of any compensa-


                                      -44-
<PAGE>

      tion paid to or agreed to be paid to an Investment Manager. Any such
      compensation to an Investment Manager shall be paid from the Trust Fund,
      if the Administrator so directs.

16.05 Employer-Directed Investments. Notwithstanding any other provision of this
Plan except Section 5.08, the Employer shall have the right to direct in writing
the Trustee from time to time to invest the assets of the Fund in such
securities or other investments as the Employer shall specify in its direction,
which may include, but shall not be limited to, specifying the percentage of
assets to be invested in and among the trust funds authorized for investment
under Section 16.03 hereof. Such direction shall be made in such form and manner
as shall be required by the Trustee of the individual or individuals duly
authorized by the Employer.

      Directed investments shall be made by the Trustee as soon as reasonably
possible after actual receipt of such direction; provided, however, the Trustee
shall not be liable for losses due to reasonable delay in the execution of such
directions. Notwithstanding the foregoing, in no event shall a directed
investment be permitted in such an investment that the Trustee, in its sole
discretion, deems itself unable to administer efficiently, properly and
conveniently with respect thereto; provided, however, that the Trustee's
acceptance of the administration of a directed investment shall not be
unreasonably withheld. The Trustee shall be under no duty to question any such
direction of an Employer with respect to investments, nor shall the Trustee be
required to review any securities or other property held pursuant to written
notice. The Trustee shall not have any liability whatsoever for any losses which
may result from either the Employer's direction or any investment decision made
pursuant to this Section, or for any loss which may result by reason of the
failure of the Employer to make such directions. Nor shall the Trustee have any
liability or responsibility whatsoever for any disparity between the performance
or rates of investment return of Employer-directed investments and the Trust
Fund in general.

16.06 Insurance Contracts. The Trustee may either invest in life insurance
contracts or may purchase from the life insurance company specified by the
Employer non-transferable annuity contracts if deemed appropriate and directed
by the Employer either to carry out properly or to safeguard the obligations
under the Plan.

16.07 Custodial Role. Notwithstanding any other provisions in this Plan, if the
Trustee is a bank and the bank does not have trust powers under State and/or
Federal banking laws and regulations, but otherwise qualifies as a Bank under
Section 581 of the Code, then the Trustee will assume the role as a custodian
under this Plan, and all investments shall be handled in accordance with Section
16.04 and/or Section 5.08, if selected. Furthermore, a bank or trust company
having trust powers shall act as custodian where Participant or
Employer-directed investments are made under Sections 16.04 and 5.08. The
Trustee's responsibilities will be as provided in Sections 16.04 and 5.08.

16.08 Liability of Trustee. The Trustee shall not be liable for its failure to
carry out the terms of this Agreement, or any instruction or direction of the
Employer (or its agent), or a Participant, when issued in accordance with this
Plan, or for relying upon advice given by any competent counsel or other agent
employed by the Trustee or Employer, or for the making, retention or sale of any
investment or reinvestment, or for any loss to or diminution of the Trust Fund,
except due to its own negligence, willful misconduct, lack of good faith or
conduct otherwise constituting a breach of fiduciary duty.

16.09 Court Actions. As a prerequisite to taking any action hereunder, the
Trustee shall neither be required to receive either any order to consent of any
court, nor shall the Trustee be required to file any court return or to report
to any court.

16.10 Prudent Man Rule. In discharging its duties, the Trustee shall act with
the skill, prudence and diligence under the circumstances then prevailing that a
prudent man acting in a like capacity and familiar with such matters would use
in the conduct of an enterprise of like character and with like aims:

            (a) by diversifying the investments of the Trust, to the extent the
      Trustee has the discretionary authority and responsibility for such
      investments, so as to minimize the risk of large losses, unless under the
      circumstances it is dearly prudent not to do so; and

            (b) in accordance with the documents and instruments governing the
      Plan, insofar as such documents and instruments are consistent with the
      provisions of ERISA.

16.11 Prohibited Transactions. Any other provisions of the Plan and Trust
Agreement to the contrary notwithstanding, neither the Employer, the Trustee nor
any Disqualified Person as defined in Section 4975(d) of the Code may engage,
directly or indirectly, in any of the acts or transactions under Section 4975(c)
of the Code and Section 406 of ERISA for which no exemption is provided by
Section 4975(d) of the Code or Section 408 of ERISA.

16.12 Conflict of Interest. The Trustee, except as expressly permitted in
Section 16.03(a), shall not:


                                      -45-
<PAGE>

            (a) deal with the assets of the Plan in its own interest or for its
      own account;

            (b) in its individual or in any other capacity, act in any
      transaction involving the Plan (or on behalf of a party or representing a
      party) where interests are adverse to the interest of the Plan or the
      interest of its Participants or Beneficiaries; or

            (c) receive any consideration for its own account from any party
      dealing with the Plan in connection with a transaction involving the
      assets of the Plan.

      Provided, however, that nothing in this Section shall be construed to
preclude the Trustee from receiving reasonable compensation for services
rendered, or for reimbursement of expenses properly and actually incurred in the
performance of its duties under the Plan.

16.13 Exemptions. Nothing in this ARTICLE shall be construed to preclude a
transaction which is otherwise prohibited hereunder or under the Act, provided
that the Trustee, or any other interested party or parties, shall first apply
to, and secure from the Secretary of Labor, an exemption with respect to such
transaction.

16.14 Insurance. The Trustee may purchase insurance to insure itself, the Trust
Fund, or other fiduciary against liability or losses occurring by reason of an
act or omission of any fiduciary, provided that such insurance shall permit
recourse by the insurer against the fiduciary in the case of a breach of
fiduciary duty.

16.15 Accounts. The Trustee shall keep accurate and detailed accounts of all
investments, receipts, disbursements and other transactions hereunder, and all
accounts, books and records relating thereto shall be open to inspection and
audit at all reasonable times by any person designated by the Employer. The
Trust Fund may, at the Trustee's discretion, be administered on a unit
accounting basis and the value of a unit on the date of adoption or amendment of
the Plan shall be as determined by the Trustee.

16.16 Reports. Annually, or more frequently if determined by either the Employer
or the Trustee, or as shall be required by law, the Trustee shall cause a
valuation to be made of the Trust Fund at its fair market value. Within 120 days
after the end of the Plan Year (or on such other date as may be prescribed under
regulations of the Secretary of Labor) and at the time of each valuation during
the Plan Year, the Trustee shall file with the Employer and certify the accuracy
of a written statement setting forth, for the valuation period, all investments,
receipts, disbursements, and such other information as the Trustee maintains
which the Employer may require from time to time in order to fulfill its
obligations under applicable law. Upon expiration of 90 days from the date of
filing of the statement as provided herein, the Trustee's liability for any
inaccuracies or omissions appearing upon the face of such statement shall cease,
except as otherwise may be provided by law, and except with respect to any
inaccuracies or omissions as to which the Employer shall file with the Trustee
written objection before the expiration of such 90-day period.

      To the extent consistent with applicable law, each transaction, whether an
increase or a decrease to the Trust Fund, may be expressed in terms of a number
of units computed on the basis of the unit value determined on the preceding
valuation date. In the event that transactions are reported in this manner, the
Trustee shall state, in addition to such other information as is required by
law, the number of units in the Trust Fund and the value of a unit on the date
of the statement.

16.17 Payments. The Trustee shall make payment from the Trust Fund to such
persons, in such manner and in such amounts as the Employer may direct in
writing from time to time. The Trustee shall be fully protected in acting upon
any such written direction without inquiry or investigation, and shall have no
duty or authority to determine the rights or benefits of any Participant or
Beneficiary under the Plan, or to inquire into the right or power of the
Employer to direct any payment from the Fund.

16.18 Direction of Committee. The Trustee shall be fully protected in relying
upon the written certification of the Employer as to the membership and extent
of authority of any committee duly authorized to act on its behalf and in
continuing to rely thereon until subsequent certification has been delivered to
the Trustee. The Trustee shall be fully protected in relying and acting upon any
written direction of such committee whose membership and authority has been
certified to the Trustee, and in continuing to so act and rely until subsequent
certification that said authority has been revoked or modified has been
delivered to the Trustee.

16.19 Impossibility of Performance. In case it becomes impossible for either the
Employer or the Trustee to perform any act under the Plan, that act shall be
performed which in the judgment of the Trustee will most nearly carry out the
intent and purpose of the Plan. All parties to this Plan or all parties in any
way interested in the Plan shall be bound by any acts performed under such
conditions.

16.20 Expenses. The expenses incurred by the Employer in the installation,
administration and amendment of the Plan shall be paid from the Trust Fund,
unless paid directly by the Employer. Such compensation to the Trustee as may be
set forth in its published fee schedule or as from time to time agreed upon in


                                      -46-
<PAGE>

writing from time to time between the Employer and the Trustee and the expenses
incurred by the Trustee in the performance of its duties, including professional
fees of any person, firm or agent employed by the Trustee to carry out the
investment, management or administrative functions hereunder, and all other
proper charges and disbursements of the Trustee, shall be paid from the Trust
Fund, unless paid directly by the Employer.

16.21 Taxes. The Trustee shall pay out of the Trust Fund taxes of any and all
kinds including, without limiting the generality of the foregoing, property
taxes and income taxes levied or assessed under existing or future laws upon or
with respect to the Trust, or any monies, securities or other property forming a
part thereof, or the income therefrom, subject to the terms of any agreements or
contracts made with respect to trust investments which make other provisions for
such tax payments. The Trustee may assume that any taxes assessed on or with
respect to the Trust or its income are lawfully assessed unless the Employer
shall in writing advise the Trustee that in the opinion of counsel for the
Employer, such taxes are or may be unlawfully assessed. In the event that the
Employer shall so advise the Trustee, the Trustee shall, if so requested in
writing by the Employer, contest the validity of such taxes in any manner deemed
appropriate by the Employer or its counsel for the refund, abatement, reduction
or elimination of any such taxes.

16.22 Resignation or Removal of Trustee. The Trustee may resign at any time upon
90 days' written notice to the Employer. The Trustee may be removed by the
Employer, or the Employer may increase or decrease the number of Trustees, at
any time upon 90 days' written notice delivered to the Trustee. In the event of
such removal or resignation, the Employer shall designate a Successor Trustee or
other medium of funding under an agreement executed for such purpose. If the
Employer does not so designate such Successor Trustee or medium of funding
within 60 days, the Trustee may apply to a court of competent jurisdiction for
the purpose of securing the designation of same. Upon the expiration of 90 days
from resignation or removal of the Trustee, the Trustee's liability for any
inaccuracies or omissions shall cease, except as otherwise may be provided by
law, and except with respect to any inaccuracies or omissions as to which the
Employer shall file with the Trustee written objection before the expiration of
such 90-day period.

16.23 Transfer of Assets to a Successor Trustee or Other Medium of Funding. In
the event the Employer wishes to continue the Plan through a Successor Trustee
or through another medium of funding, it may, upon 90 days' written notice and
upon furnishing evidence of the continuation of the Plan through a Successor
Trustee or medium of funding, direct the Trustee to transfer the assets of the
Trust Fund to such Successor Trustee or medium of funding, in which event the
Trustee shall deliver in cash or in kind the assets of the Trust Fund (less
expenses), including such instruments of conveyance and further assurance as may
be reasonably required for vesting in such Successor Trustee or other medium of
funding all right, title and interest of the Trustee in assets of the Trust Fund
attributable to the Employer. The transfer of assets under the circumstances
above shall not, within itself, be deemed a termination of the Plan, or a
cessation of Employer Contributions to the Plan. Upon completion of such
transfer of assets, the terms and provisions of the Plan and of this Agreement
shall no longer control with respect to the Employer or the Plan (or its
successor) as it may be continued by the Employer.

16.24 Assets of Controlled Group Members. A Controlled Group Member with the
written approval of the other Controlled Group Members may direct the Trustee to
commingle the Trust Fund assets of its Plan with those of the assets of other
Controlled Group Members held by the Trustee in a mutual, commingled, pooled or
common Trust Fund; provided, however, that adequate records shall be maintained
at all times so that it is possible to ascertain and separate the Trust Fund
assets of each Controlled Group Member.

                                   ARTICLE 17
                            AMENDMENT OR TERMINATION

17.01 Employer's Right to Amend Plan.

      (a) The Sponsor may amend any part of the Plan. For purposes of Sponsor
amendments, the mass submitter shall be recognized as the agent of the Sponsor.
If the Sponsor does not adopt the amendments made by the mass submitter, it will
no longer be identical to or a minor modifier of the mass submitter plan.

      (b) The Employer may (i) change the choice of options in the Adoption
Agreement, (ii) add overriding language in the Adoption Agreement when such
language is necessary to satisfy Section 415 or 416 of the Code because of the
required aggregation of multiple plans, and (iii) add certain model amendments
published by the Internal Revenue Service which specifically provide that their
adoption will not cause the Plan to be treated as individually designed. An
Employer that amends the Plan for any other reason, including a waiver of the
minimum funding requirement under Section 412(d) of the Code, will no longer
participate in this master or prototype Plan and will be considered to have an
individually designed plan.

      (c) If the Plan's vesting schedule is amended, or the Plan is amended in
any way that directly or indirect-


                                      -47-
<PAGE>

ly 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:

            (i) sixty (60) days after the amendment is adopted;

            (ii) sixty (60) days after the amendment becomes effective; or

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

      (d) 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 subsection,
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 Employer-derived
Accrued Benefit will not be less than the percentage computed under the Plan
without regard to such amendment.

17.02 Sponsor's Right to Amend Plan. The Employer, by its act of adopting the
Plan, expressly delegates to the Sponsor the power and authority to amend this
Master Plan, in whole or in part, at such time or times and in such manner as
the Sponsor shall deem necessary or desirable. The Sponsor shall promptly notify
in writing the Employer of any such amendment, and upon receipt of such
notification the Employer shall be bound thereby.

17.03 Limitation of Right to Amend. No amendment shall have the effect of
causing or permitting any part of the Trust Fund to be used for or diverted to,
purposes other than for the exclusive benefit of Participants, Retired
Participants and Beneficiaries, and no amendment shall have the effect of
revesting in the Employer any portion of the Trust Fund.

17.04 Termination of Plan by Employer.

      (a) Right Reserved. Although the Employer expects the Plan to be continued
indefinitely, it reserves the right to terminate the Plan at any time by action
by the Board and to discontinue all contributions hereunder in the case of a
profit sharing plan. If the Plan is a profit-sharing plan, the Employer reserves
the right to temporarily suspend contributions from time to time as it shall
deem appropriate and necessary, and such suspension of contributions shall not
be considered to be a termination of the Plan. In the event of termination or
partial termination of the Plan, or a complete discontinuance of contributions
to the Plan, the Employer shall notify the Trustee in writing of such
termination and, prior to any distribution of assets hereunder, shall file
notice, in such form and manner as is required by law, with the Internal Revenue
Service.

      (b) Distribution upon Termination. In the event of the termination or
partial termination of the Plan, the Account balances of each affected
Participant shall be nonforfeitable. In the event of a complete discontinuance
of contributions under a profit-sharing plan, the Account balances of each
affected Participant will be nonforfeitable. The Employer, by written notice of
termination of the Plan, shall direct the Trustee to reduce such assets of the
Trust Fund to cash which are not designated by the Employer, or, in the case of
a Participant-Directed Investment Account, as provided in Section 5.08, by the
Participant, to be retained for distribution in kind. The Trustee shall cause a
valuation of the Trust Fund to be made as of the date such assets are reduced to
cash, at which time the balances of Accounts shall be brought up to date in
accordance with Section 5.05. Upon completion of such accounting and receipt
from the Employer of directions as to the form of distributions, the Trustee
shall distribute the assets of the Trust Fund to the Participants or
Beneficiaries, as the case may be, in accordance with such directions. Each
Participant or Beneficiary who is entitled to receive a distribution may elect
an option in accordance with Section 10.06(c) or (d), whichever applies. The
manner in which the funds are applied in the case of a termination shall be
subject to the requirements of ARTICLE 11.

17.05 Sponsor's Withdrawal of Participation in Master Plan. The Sponsor may
withdraw its participation as a Sponsor of this Plan as a Master Plan. The
Sponsor shall notify each Employer who has


                                      -48-
<PAGE>

adopted the Plan that the Sponsor has withdrawn its participation. Such an
Employer will be deemed to have an individually-designed plan at that point.

17.06 Failure of Qualification. If the Employer's Plan fails to attain or retain
qualification, such Plan will no longer participate in this Master/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 this Master Trust as soon as administratively feasible.

17.07 Mergers. In the event of any merger or consolidation with, or transfer of
assets to any other plan, each Participant will receive a benefit immediately
after such merger, consolidation or transfer (if the Plan then terminated) which
is at least equal to the benefit the Participant was entitled to immediately
before such merger, consolidation or transfer (if the Plan had then terminated).

                                   ARTICLE 18
                                 MISCELLANEOUS

18.01 Liability of Employer. No Employee, Participant, Retired Participant or
Beneficiary shall have any right or claim to any benefit under the Plan except
in accordance with its provisions. The adoption of the Plan shall neither be
construed as creating any contract of employment between the Employer and any
Employee or otherwise conferring upon any Employee or other person any legal
right to continuation of employment, nor as limiting or qualifying the right of
the Employer to discharge any Employee without regard to the effect that such
discharge might have upon his rights under the Plan.

18.02 Spendthrift Clause. Except for Plan loans to Participants as permitted by
ARTICLE 12 and the assignments provided therefor, no benefit or interest
available hereunder will be subject to assignment or alienation, 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 4l4(p) of the Code, or any domestic relations order entered before
January 1, 1985.

18.03 Successor Business of Employer. Unless this Plan is sooner terminated, any
incorporated successor to the business of the Employer may continue the Plan and
such successor shall thereupon succeed to all the rights, powers and duties of
the Employer hereunder. The employment of any Employee who has continued in the
employ of such successor shall not be purpose hereunder.

      In the event that the Employer is reorganized or dissolved for any reason
without any provision being made for the continuance of this Plan by a successor
to the business of the Employer, the Plan shall terminate and the assets shall
be distributed as provided in Section 17.04(b) hereof.

18.04 Qualification by the Internal Revenue Service. This Plan is adopted by the
Employer with the intent that it shall qualify, as provided in Sections 4.01(a)
and 501(a) of the Code. Therefore, notwithstanding any provision of the Plan to
the contrary, the Employer reserves the right, in the event of the failure of
the Plan to qualify initially, as evidenced by receipt of a letter from the
Internal Revenue Service that the Plan does not qualify, at its option to do
either of the following:

            (a) to withdraw and terminate the Plan and Trust hereunder, in which
      event no Participant or Beneficiary shall, except with respect to a refund
      of his Employee Account, have any right or claim hereunder or to any
      benefit from the Plan without regard to the provisions of ARTICLE 17
      hereof, whereupon all contributions shall be returned to the Employer, and
      the Trustee shall be discharged from all obligations hereunder; or

            (b) to amend the Plan in whole or in part, retroactively or
      otherwise, as is necessary or advisable so that the Plan shall qualify and
      continue to qualify.

18.05 Use Limited to Qualified Trusts. This Master Plan shall be made available
by the Sponsor only to Plans established hereunder which shall meet, and
continue to meet, the requirements of Sections 401(a) and 501(a) of the Code.
Should this Master Plan be disqualified as to any adopting Employer, the funds
held in Trust on behalf of said adopting Employer shall be segregated and
appropriate disposition made thereof within a reasonable time after notice of
such adverse determination of disqualification by the Internal Revenue Service.

18.06 Conflict of Provisions. If any provision or term of this Plan, or of the
Trust Agreement entered into pursuant hereto, is deemed to be at variance with,
or contrary to, any law of the United States or applicable state law, said
provision shall be severable to the extent it does not disqualify the Plan under
Sections 401(a) and 501(a) of the Code and the provision of the law shall be
deemed to govern.

18.07 Definition of Words. Feminine or neuter pronouns shall be substituted for
those of the masculine


                                      -49-
<PAGE>

form, and the plural shall be substituted for the singular, in any place or
places herein where the context may require such substitution or substitutions.

18.08 Titles. The titles of ARTICLES and Sections are included only for
convenience and shall not be construed as a part of the Plan or in any respect
to affect or modify its provisions.

                                    * * * * *


                                      -50-
<PAGE>

      IN WITNESS WHEREOF, the Sponsor hereby establishes this Plan on this 15th
day of September, 1993.

                                       THE SPONSOR:

                                       BANKFIRST
                                       -----------------------------------------


ATTEST:                                By: /s/ Sheila H. Sterling
                                          --------------------------------------

/s/ Rosemary L. Collins                Title: Sr. Vice President & Trust Officer
----------------------------                 -----------------------------------

                                       Address:    625 Market Street
                                                   Knoxville, Tennessee 37902
                                       Telephone:  (615) 595-1125


                                      -51-
<PAGE>

                                    BANKFIRST

                 PROTOTYPE DEFINED CONTRIBUTION PLAN AND TRUST

                             ADOPTION AGREEMENT #002

                                NON-STANDARDIZED

                               PROFIT SHARING PLAN

                                    BANKFIRST
--------------------------------------------------------------------------------
                               (Name of Employer)


                      BANKFIRST 401 (K) PROFIT SHARING PLAN
--------------------------------------------------------------------------------
                                 (Name of Plan)

                  Defined Contribution Basic Plan Document #01


<PAGE>

                               ADOPTION AGREEMENT

                            PLAN SPONSOR INFORMATION

Name and Address:  BankFirst
                   625 Market Street
                   Knoxville, Tennessee 37902
Telephone:         (615) 595-1125

Authorized Representative:    SHEILA H. STERLING

       The undersigned Employer by executing this Adoption Agreement hereby
adopts the BANKFIRST PROTOTYPE DEFINED CONTRIBUTION PLAN AND TRUST of which this
Adoption Agreement forms an integral part.

       The undersigned Trustee by executing this Adoption Agreement hereby
accepts the duties and responsibilities of this position with respect to the
Prototype Plan.

       Wherever the word "Plan" appears herein or in the Prototype Plan, it
shall be deemed to mean the Prototype Plan as adopted by the Employer, together
with all of the definitions and provisions applicable to it as elected herein.

       Limitations with respect to provisions available to the Employer are set
out in parentheses. Marked brackets (x) indicate the provisions which do apply
to the Plan. Brackets left unmarked ( ) indicate the provisions which do not
apply to the Plan. Failure to properly fill out the Adoption Agreement may
result in disqualification of the Plan.

       The Plan Sponsor will inform the Employer of any amendments made to
the Prototype Plan or of the discontinuance or abandonment of the Prototype
Plan.

Plan Name:         BANKFIRST 401 (K) PROFIT SHARING PLAN

SECTION 1. PLAN INFORMATION.

(a)    The Employer hereby

       ( )   establishes the above named Plan

       (X)   amends, restates, and continues the above named Plan, which was
             originally effective on JULY 1, 1993,

       ( )   amends, restates, and continues the above named Plan, which was
             previously named the _____________________________________________
             and which was originally effective on __________________, 19______,

       by adopting the BANKFIRST PROTOTYPE DEFINED CONTRIBUTION PLAN AND
       TRUST.

(b) The Effective Date of this Plan adoption or amendment shall be
    JULY 1, 1994

(c) The Limitation Year shall be

       (X) a calendar year ending on each December 31.

       ( ) the twelve (12) consecutive month period ending
             on _______________________________________________.

       If the Employer elects a year other than the calendar year, such period
       must be the same for all qualified plans of the Employer. If the
       Limitation Year is amended to a different twelve (12) consecutive month
       period, the new Limitation Year must begin on a date within the
       Limitation Year in which the amendment is made.

(d)    The Plan Year shall be

       (X)   the twelve (12) consecutive month period which coincides with the
             Limitation Year.

       ( )   the twelve (12) consecutive month period commencing on
             ___________________ and each anniversary thereof.


                                      -1-
<PAGE>

       If the first Plan Year is a Short Plan Year (less than twelve (12)
       consecutive months), the first day of the short Plan Year shall be
       __________________________________________.

(e)    Three-digit number assigned to the Plan: 0 0 2


SECTION 2. EMPLOYER INFORMATION.

Name and Address:     BANKFIRST
                      625 MARKET STREET
                      KNOXVILLE, TENNESSEE 37902
Telephone:           (615) 595-1100

Date of incorporation or
commencement of business: January 02, 1922

Federal tax identification number:  62-0201360

Employer's fiscal year end: DECEMBER

Type of entity:

       (X) Corporation         ( ) Subchapter S Corporation  
       ( ) Sole Proprietorship ( ) Partnership
       ( ) Tax Exempt Organization
       ( ) Professional Corporation
       ( ) Professional Association
       ( ) Governmental Entity

The Employer contributes to the following additional pension or profit-sharing
plans:
______________________________________________________________________________

Prior Trustee, if applicable: ________________________________________________

SECTION 3. PLAN ADMINISTRATION.

(a)    The Trustee shall be:

       (X)   BANKFIRST

       ( )   Name:______________________________________________________________

             Address:___________________________________________________________

       ( )   Name:______________________________________________________________

             Address:___________________________________________________________

(b) The Plan Administrator shall be:

       (X)   The Employer, ATTN:      C. SUZI RAY

             Telephone:        (615) 595-1160

       ( )   Other: (specify)___________________________________________________

             Address:___________________________________________________________

             Telephone:(    )___________________________________________________


                                      -2-

<PAGE>

SECTION 4. EMPLOYEE CLASSES EXCLUDED. The following class(es),  of individuals
employed by the Employer shall not be eligible to participate in the Plan:

       (X)  no exclusions  ( ) hourly paid  ( ) salaried  ( ) commission paid

       ( )  employees included in a unit of employees covered by a collective 
            bargaining agreement between the Employer and Employee
            representatives, if retirement benefits were the subject of good 
            faith bargaining and if two percent or less of the Employees of the
            Employer who are covered pursuant to that agreement are
            professionals as defined in Section 1.410(b)-9(g) of the 
            Regulations. For this purpose, the term "Employee representatives"
            does not include any organization more than half of whose members 
            are employees who are owners, officers or executives of the
            Employer.

       ( )  employees who are nonresident aliens and who receive no earned
            income from the Employer which constitutes income from sources
            within the United States.

       ( )  other (specify):________________________________________________

SECTION 5. ELIGIBILITY.

(a)    Each Employee who is employed on the Effective Date of the Plan shall be
       eligible to participate in the Plan upon meeting the following
       eligibility requirements:

       (X)  attained the age of 18 (cannot exceed 21).

       (X)  completed 6 MONTHS of Service (cannot exceed one (1) Year unless the
            Plan provides a nonforfeitable right to one hundred percent (100%)
            of the Participant's Account balance derived from Employer
            Contributions after not more than two (2) Years of Service in which
            case up to two (2) Years is permissible. In addition, if the
            Employer adopts the CODA permitting Elective Deferrals under the
            Plan, the minimum number of Years of Service required for
            participation in the CODA cannot exceed one (1). If the Year(s) of
            Service selected is or includes a fractional Year, an Employee will
            not be required to complete any specified number of Hours of Service
            to receive credit for such fractional Year.)

       If this is a continuation of a Predecessor Plan, no Employee who has been
       a Participant under the Predecessor Plan and who is otherwise eligible to
       participate in this Plan shall be excluded from participation because of
       failure to satisfy the above age and Service requirements.

(b)    Each Employee who is first employed after the Effective Date of the Plan
       shall be eligible to participate in the Plan upon meeting the following
       eligibility requirements:

       (X)   attained the age of 18 (cannot exceed 21).

       (X)   completed 6 months of Service (cannot exceed one (1) Year unless
             the Plan provides a nonforfeitable right to one hundred percent
             (100%) of the Participant's Account balance derived from Employer
             Contributions after not more than two (2) Years of Service in which
             case up to two (2) Years is permissible. In addition, if the
             Employer adopts the CODA permitting Elective Deferrals under the
             Plan, the minimum number of Years of Service required for
             participation in the CODA cannot exceed one (1). If the Year(s) of
             Service selected is or includes a fractional Year, an Employee will
             not be required to complete any specified number of Hours of
             Service to receive credit for such fractional Year.)

(Note:  The selection of eligibility  requirements  in subsections (a) and (b)
cannot discriminate in favor of Highly Compensated Employees.)

(c)    The initial Eligibility Computation Period shall be the twelve (12)
       consecutive month period beginning on the Employment Commencement Date.
       The succeeding twelve (12) consecutive month periods shall be as follows:

       (X)   The twelve (12) consecutive month period beginning on each
             anniversary of the Employee's Employment Commencement Date.

       ( )   Plan Years beginning with the Plan Year in which occurs the first
             anniversary of the Employee's Employment Commencement Date.


                                      -3-

<PAGE>

(d) The Plan Entry Date shall be as follows:

       ( )   The Employee's date of hire.

       ( )   The first day of the Plan Year in which the Employee meets the
             Plan's eligibility requirements.

       (X)   The first day of the Plan Year coincident with or immediately
             following the date the Employee meets the Plan's eligibility
             requirements (note: this option cannot be selected if the
             eligibility requirements stated in Sections 5(a) and (b) exceed
             age 20-1/2 and/or 1/2 Year of Service).

       ( )   The first day of the Plan Year or the date six (6) months after the
             first day of the Plan Year coincident with or immediately following
             the date the Employee meets the Plan's eligibility requirements.
             If the first Plan Year is a short Plan Year (less than twelve (12)
             consecutive months), the Entry Date(s) for the short Plan Year
             shall be the first day of the short Plan Year (if the short Plan
             Year is six (6) consecutive months or less) OR the first day of
             the short Plan Year or the date six (6) months after the first day
             of the short Plan Year (if the short Plan Year is more than six (6)
             but less than twelve (12) consecutive months).

       ( )   The first day of the Plan Year or the date six (6) months after the
             first day of the Plan Year or the last day of the Plan Year
             coincident with or immediately following the date the Employee
             meets the Plan's eligibility requirements. If the first Plan Year
             is a short Plan Year (less than twelve (12) consecutive months),
             the Entry Date(s) for the short Plan Year shall be the first day of
             the short Plan Year or the last day of the short Plan Year (if the
             short Plan Year is six (6) consecutive months or less) OR the first
             day of the short Plan Year or the date six (6) months after the
             first day of the short Plan Year or the last day of the short Plan
             Year (if the short Plan Year is more than six (6) but less than
             twelve (12) consecutive months).

       ( )   The first day of the Plan Year nearest the date the Employee meets
             the Plan's eligibility requirements.

SECTION 6. HOURS OF SERVICE. Service shall be determined on the basis of the
method selected below. Only one method may be selected. The method selected
shall be applied to all Employees covered under the Plan.

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

       ( )   On the basis of days worked. An Employee shall be credited with 10
             Hours of Service per day if under Section 2.33 of the Plan such
             Employee would be credited with at least one (1) Hour of Service
             during the day.

       ( )   On the basis of weeks worked. An Employee shall be credited with
             forty-five (45) Hours of Service per week if under Section 2.33
             of the Plan such Employee would be credited with at least one
             (1) Hour of Service during the week.

       ( )   On the basis of semi-monthly payroll periods. An Employee shall be
             credited with ninety-five (95) Hours of Service per semi-monthly
             payroll period if under Section 2.33 of the Plan such Employee
             would be credited with at least one (1) Hour of Service during the
             semi-monthly payroll period.

       ( )   On the basis of months worked. An Employee shall be credited with
             one hundred ninety (190) Hours of Service per month if under
             Section 2.33 of the Plan such Employee would be credited with at
             least one (1) Hour of Service during the month.


SECTION 7. EMPLOYER CONTRIBUTIONS.

(a) The Employer shall contribute an amount for each Plan Year as follows:

       (X) a discretionary amount to be determined annually by the Employer.

       ( ) _______ % of each Participant's Compensation (maximum of 15%).

       ( ) ________% of profits in excess of $_____________


                                      -4-

<PAGE>

       ( )   other (describe, but notes must be in accordance with generally
             acceptable accounting principles):
             _________________________________________________________________
             _________________________________________________________________
             _________________________________________________________________

(b) Such contribution shall be ( ) out of Net Profits. (X) without regard to Net
    Profits.

(c)    (Note: The following selections are optional.) Net Profits shall be
       defined as the amount of net income of the Employer

       ( )   determined before contributions to this Plan in accordance with
             accounting practices normally utilized by the Employer

       ( )   determined before contributions to this Plan in accordance with
             accounting practices normally utilized by the Employer and
             before adjustments for

             ( ) dividends  ( ) state income taxes ( ) federal income taxes
             ( ) excise taxes ( ) other:_______________________

       ( )   excluding, however

             ( ) gains or losses on the sale of capital assets
             ( ) income or losses from the sale of marketable securities
             ( ) dividends from shares of publicly owned companies
             ( ) net proceeds of any life insurance policies held by the
                 Employer

SECTION 8. ALLOCATION OF EMPLOYER CONTRIBUTIONS AND FORFEITURES.

(a)    Active Participants. Each Participant shall be eligible to share in
       Employer Contributions and Forfeitures for the Plan Year upon meeting
       the following requirements (note: choose one or both):

       ( )   employed by the Employer on the last day of the Plan Year.

       (X)   completed at least 1,000 Hours of Service during the Plan Year.

(b)    Allocation of Employer Contributions and Forfeitures. Employer
       Contributions and Forfeitures shall be allocated as follows (Note: choose
       only one method):

       (X)   NON-INTEGRATED. Employer Contributions and Forfeitures shall be
             allocated to each eligible Participant in the ratio that such
             Participant's Compensation bears to the Compensation of all
             Participants. (Note: The additional participation requirements of
             Section 13.02 (a) of the Plan must be met unless the Employer
             maintains a Money Purchase or Target Benefit Pension Plan and makes
             the minimum Top-Heavy allocations to such Plan.)

       ( )   INTEGRATED. The integration level is equal to:

             ( )   taxable wage base (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).

             ( )   $____________  (a dollar amount less than the taxable wage
                   base).

             ( )   ________% of the taxable wage base (not to exceed 100%).

             Employer Contributions for the Plan Year plus any Forfeitures will
             be allocated to eligible Participants' Accounts as follows:


                                      -5-

<PAGE>


             STEP ONE: Employer Contributions and Forfeitures will be allocated
             to each eligible 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 Employer Contributions and Forfeitures remaining
             after the allocation in Step One will be allocated to each eligible
             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%.

             STEP THREE: Any Employer 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 maximum profit-sharing disparity rate.

             If the integration level is equal to the taxable wage base, the
             maximum profit-sharing disparity rate is equal to 2.7%.

             If the integration level is not equal to the taxable wage base, the
             maximum profit-sharing disparity rate is equal to the percentage
             determined in accordance with the table below:

             If the integration level:

                                                          the applicable
                  is more than      but not more than     percentage is:
                  ------------      -----------------     --------------
                      $0                  X*                     2.7%
                    X* of TWB         80% of TWB                 1.3%
                   80% of TWB             Y**                    2.4%

             *X = the greater of $10,000 or 20% of the TWB
             **Y = any amount more than 80% of the TWB but less than 100% of
                   the TWB.

             STEP FOUR: Any remaining Employer Contributions and 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.

             If an Employee's entry date for participation in the Plan is not
             the first day of the Plan Year, then the integration level ( )
             shall ( ) shall not be prorated in the Plan Year in which the
             Participant enters or reenters the Plan in the ratio that the
             length of the Participant's participation in the Plan that Plan
             Year bears to the length of that entire Plan Year.

(c)    Terminated Participants. (Note: These selections are optional)
       Participants who do not meet the requirements of (a) during the Plan Year
       shall not share in Employer Contributions and Forfeitures for such Plan
       Year except as provided below:

       ( )   if the Employer selected the first option in (a) only, then a
             Participant who terminates employment during the Plan Year on
             account of (choose as many as apply)

                   ( ) death         ( ) disability     ( ) retirement

             shall be entitled to share in the Employer Contributions and
             Forfeitures.

       ( )   if the Employer selected both options in (a), then a Participant
             who completes 1,000 Hours of Service during the Plan Year but
             who terminates employment during the Plan Year on account of
             (choose as many as apply)

                   ( ) death         ( ) disability     ( ) retirement

             shall be entitled to share in the Employer Contributions and
             Forfeitures.

       (X)   if the Employer selected both options in (a) or the second option
             in (a) only, then a Participant who terminates employment during
             the Plan Year on account of (choose as many as apply)

                   (X) death         (X) disability     (X) retirement


                                      -6-

<PAGE>

             and who does not complete 1,000 Hours of Service during the Plan
             Year shall be entitled to share in the Employer Contributions and
             Forfeitures.

(d)    Disabled Participants. The Employer may elect to make non-forfeitable
       contributions on behalf of Non-highly Compensated Employees who become
       disabled. Such contributions will be made on the basis of the
       compensation each such Participant would have received for the Limitation
       Year if the Participant had been paid at the rate of compensation paid
       immediately before becoming totally disabled. The Employer ( ) will ( )
       will not make contributions on behalf of disabled Participants.

SECTION 9. COMPENSATION; SPECIAL DEFINITIONS. Compensation shall mean all of
each Participant's:

       (X)   Wages, Tips and Other Compensation Box on Form W-2

       ( )   Section 3401(a) wages

       ( )   415 safe-harbor compensation

which is actually paid to the Participant during

       ( )   the Plan Year

       (X)   the calendar year ending with or within the Plan Year

       ( )   the Limitation Year ending with or within the Plan Year

       ( )   the period during the Plan Year the Employee is a Participant  in
             the Plan

excluding (note: if the Plan is integrated with Social Security, option (f)
must be selected)

       ( ) (a) overtime  compensation     ( ) (b)  discretionary  bonuses 
       ( ) (c) contractual bonuses        ( ) (d)   _________%  of commissions
       ( ) (e) other (specify):  ________________________________________ 
       (X) (f) none  of the  above exclusions

Compensation (x) shall ( ) shall not include Employer Contributions made
pursuant to a Salary Reduction Agreement which are not includible in the gross
income of the Employee under Section 125, 402(a)(8), 402(h) or 403(b) of the
Code.

SECTION 10. EMPLOYEE CONTRIBUTIONS.

(a)    Voluntary Contributions (non-deductible), unless elected in the CODA
       Adoption  Agreement, are not permitted for Plan Years  beginning after
       the Plan Year in which the Plan was adopted. Voluntary Contributions,
       and matching contributions as defined in Section 401(m) of the Code,
       if any, for Plan Years beginning after December 31, 1986 will be
       limited so as to meet the  nondiscrimination  test of Section 401(m) of
       the Code. If, under a previous plan, nondeductible employee contributions
       were allowed, this Plan will maintain a separate account for the
       nondeductible employee contributions of Participants.

(b)    Deductible Contributions are not permitted for Plan Years beginning after
       1986.

(c)    Rollover Contributions

       ( )   shall not be permitted.  ( )   shall be permitted.

       (X)   shall be permitted only for those Employees who have met the
             eligibility requirements set forth in Section 5.

(d)    Trustee-to-Trustee Transfers

       ( )   shall be permitted. The Plan ( ) shall (X) shall not accept the
             transfer of assets from a defined benefit plan or money purchase
             pension plan (including a target benefit plan), or from a stock


                                      -7-
<PAGE>

             bonus plan or profit-sharing plan which would otherwise provide for
             life annuity form of payment to the Participant.

       ( )   shall be permitted only for those Employees who have met the
             eligibility requirements set forth in Section 5. The Plan ( ) shall
             ( ) shall not accept the transfer of assets from a defined benefit
             plan or money purchase pension plan (including a target benefit
             plan), or from a stock bonus plan or profit-sharing plan which 
             would otherwise provide for a life annuity form of payment to the
             Participant.

       ( )   shall not be permitted.

SECTION 11. VESTING SCHEDULE.

(a)    The nonforfeitable interest of each Employee in his or her Employer
       Contributions Account balance shall be determined on the basis of the
       following (note: if, under Section 5(a) and (b), more than one (1) Year
       of Service is required, "Nonforfeitable when made" must be checked):

       ( )   Nonforfeitable when made.

       ( )   100%  vesting  after  ______  (not to exceed 5) Years of  Vesting
             Service.

       (X)   20% vesting after 1 Year of Vesting Service.

             40% vesting after 2 Years of Vesting Service.

             60% (not less than 20) vesting after 3 Years of Vesting Service.

             80% (not  less  than  40) vesting after 4 Years of Vesting
             Service.

             100% (not less than 60) vesting after 5 Years of Vesting Service.

             100% (not less than 80) vesting after 6 Years of Vesting Service.

             100% vesting after 7 Years of Vesting Service.

(b)    For vesting purposes, a Year of Service will be measured by

       ( )   the Plan Year.

       (X)   the twelve (12) consecutive month period commencing on the
             Employee's Employment Commencement Date and each subsequent twelve
             (12) consecutive month period commencing on the anniversary of such
             date.

SECTION 12. RESTRICTIONS ON YEARS OF VESTING SERVICE. All of an Employee's
Years of Service with the Employer are counted to determine the nonforfeitable
percentage in the Employee's Account balance derived from Employer
Contributions except:

       (X)   Years of Service before age 18;

       ( )   Years of Service during a period for which the Employee made no
             mandatory contributions under a predecessor plan;

       ( )   Years of Service before the Employer maintained this Plan;

       ( )   Years of Service before the Employer maintained this Plan or a
             predecessor plan;

       ( )   Years of Service before January 1, 1971, unless the Employee has
             had at least three (3) Years of Service after December 31, 1970;

       ( )   Years of Service before the effective date of ERISA if such
             Service would have been disregarded under the break in service
             rules of the prior plan in effect  from time to time before such
             date. For this  purpose, break in service rules are rules which
             result in the loss of prior vesting or benefit accruals, or


                                      -8-
<PAGE>

             which deny an Employee eligibility to participate, by reason of
             separation or failure to complete a required  period of service
             within a specific period of time.

(Note: If tile Employer adopts the CODA option permitting Elective Deferrals
under the Plan (Section 24), the "Rule of Parity" will not be applicable to
Employees who make Elective Deferrals.)

SECTION 13. RETIREMENT AGES.

(a)    Normal Retirement. For each Participant, Normal Retirement Age shall be

       (X)   age 65 (not to exceed 65) years.

       ( )   the later of age___ (not to exceed 65) years or the _____ (not to
             exceed 5th) anniversary of the first day of the participation
             commencement date. If, for Plan Years beginning before January 1,
             1988, Normal Retirement Age was determined with reference to the
             anniversary of the participation commencement date (more than 5 but
             not to exceed 10 years), the anniversary date for Participants who
             first commenced participation under the Plan before the first Plan
             Year beginning on or after January 1, 1988, shall be the earlier of
             (i) the tenth anniversary of the date the Participant commenced
             participation in the Plan (or such anniversary as had been elected
             by the Employer, if less than 10) or (ii) the fifth anniversary of
             the first day of the first Plan Year beginning on or after January
             1, 1988. The participation commencement date is the first day of
             the first Plan Year in which the Participant commenced
             participation in the Plan.

(b)    Early Retirement.

       (X) Not applicable.

       ( )   The Early Retirement Age for each Participant shall be

             ( )   age ____ years.

             ( )   the later of age ___ years and/or the date he is credited 
                   with ___ Years of Service.

(c)    Disability. (Note: This selection is optional) For purposes of the Plan,
       Disability shall not include a physical or mental condition which results
       directly or indirectly from 

       ( )   injury intentionally self-inflicted,

       ( )   injury or disease resulting from military service, or

       ( )   injury or disease suffered or contracted prior to the Employee's
             Employment Commencement Date.

       ( )   other (specify):

(d)    Payment of Benefits. Benefits under ARTICLE 10 of the Plan due a
       Participant upon Termination of Employment for a reason other than death,
       Disability or Normal or Early Retirement shall be paid to the terminated
       Participant or applied for his benefit from his Account(s) as follows
       (note: select only one):

       ( )  not later than 60 days following the close of the Plan Year in which
            the Participant's Termination of Employment occurs, or as soon as
            practicable thereafter.

       ( )  not later than 60 days following the close of the Plan Year during
            which the Participant incurs a one (1) year Break in Service, or as
            soon as practicable thereafter.

       ( )  not later than 60 days following the close of the Plan Year during
            which the terminated Participant attains what would have been his
            Normal Retirement Age.

       ( )  in a manner uniformly and nondiscriminatorily established by the
            Administrator and not otherwise in contravention of Section 10.02 of
            the Plan.

SECTION 14, PARTICIPANT LOANS. Participant loans

       ( ) shall be permitted (complete attached Exhibit 1).

       (X) shall not be permitted.


                                      -9-

<PAGE>


SECTION 15. WITHDRAWALS.

(a)    Employer Contributions.

       (X)   Withdrawals from a Participant's Employer Contributions Account
             shall not be permitted.

       ( )   Withdrawals of up to _______% (note: not more than 100%) of a
             Participant's vested interest in his Employer Contributions
             Account shall be permitted in accordance with Section 10.05 of
             the Plan.

(b)    Employee Contributions. (Note: This section of the Adoption Agreement
       should be filled out only if the Plan permitted Voluntary Contributions
       for Plan Years beginning on or before the Effective Date and/or if
       Section 24, Item 7 is selected.)

       ( )   Withdrawals from a Participant's Voluntary Contributions
             Account shall not be permitted.

       (X)   Withdrawals of up to 100 % (note: not more than 100%) of a
             Participant's Voluntary Contributions Account shall be permitted.

(c)    Rollover Contributions. (Note: This section of the Adoption Agreement
       should be filled out only if Rollover Contributions are a feature of this
       Plan.)

       ( )   Withdrawals from a Participant's Rollover Account shall not be
             permitted.

       (X)   Withdrawals of up to 100% (note: not more than 100%) of a
             Participant's Rollover Account shall be permitted.

SECTION 16. TOP-HEAVY PLANS. This section automatically applies only in Plan
Years in which the Plan is Top-Heavy, but all options herein must be completed
in case the Plan ever becomes Top-Heavy.

(a)    Single Plan-Minimum Contributions and Allocations. Notwithstanding the
       provisions of Section 8, and before any contributions are allocated
       thereunder, minimum Employer Contributions shall be made and allocated
       pursuant to Section 13.02 of the Plan in a Plan Year in which the Plan is
       Top-Heavy.

(b)    Minimum Vesting. Notwithstanding the provisions of Section 11, the vested
       interest of each Employee in his Employer Contributions Account in a Plan
       Year in which the Plan is Top Heavy shall be determined, pursuant to
       Section 13.03 of the Plan, on the basis of the following vesting
       schedule, unless an equal or a more rapid vesting schedule has been
       selected in Section 11:

       ( )   100% vesting after ______ (not to exceed 3) Years of Vesting
             Service.

       ( X)  20% vesting after 1 Year of Vesting Service.

             40% (not less than 20) vesting after 2 Years of Vesting Service.

             60% (not less than 40) vesting after 3 Years of Vesting Service.

             80% (not less than 60) vesting after 4 Years of Vesting Service.

             100% (not less than 80) vesting after 5 Years of Vesting Service.

             100% vesting after 6 Years of Vesting 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 rule in
       Section 17.01(c) of the Plan applies.

(c)    Multiple Plans-Minimum Contributions and Allocations. This subsection
       shall only apply if you sponsor another qualified retirement plan.

       (i)   Code Section 415(e) Buy-Backs. If another retirement plan is a
             qualified defined benefit plan, and if for a Plan Year the plans
             are Top-Heavy (but not Super Top Heavy), then the "Code Section
             415(e) buy back" provisions, as defined in Section 13.04 of the
             Plan,

                   ( ) shall be utilized, so that 125%

                   ( ) shall not be utilized, so that 100%


                                      -10-

<PAGE>


               of the dollar limitations set out in Section 5.07 of the Plan
               shall be used in computing the Defined Benefit Fraction and the
               Defined Contributions Fraction.

       (ii)  Minimum Accruals.

             ( )   Even though the Plan is not a Paired  Plan,  the Plan shall
                   be considered to be subject to the Paired Plan minimum
                   allocation provisions of ARTICLE 14 of the Plan as if it
                   were a Paired Plan.

             ( )  The following overriding provisions shall control instead
                  of the Paired Plan provisions regarding minimum accruals:

              ____________________________________________________________
              ____________________________________________________________
              ____________________________________________________________

       (iii) No Duplicate Benefits. For Plan Years beginning before January 1,
             1992, if another retirement plan is a qualified defined
             contribution plan which is to be treated as a Paired Plan, then the
             required minimum Employer Contributions and allocations shall be
             provided only under

                   ( ) this Plan.    ( ) the other qualified defined
                                         contribution plan.

             For Plan Years beginning after December 31, 1991, if another
             retirement plan is a qualified defined contribution or defined
             benefit plan which is to be treated as a Paired Plan, then the
             required minimum Employer Contributions and allocations shall be
             provided under each paired plan.

       (iv)  Present Value. For purposes of establishing Present Value to
             compute the Top-Heavy Ratio for the Plan as set forth in Section
             13.01(c) of the Plan, any benefit under a qualified defined benefit
             pension plan maintained by the Employer shall be discounted only
             for mortality and interest based on the following factors which, if
             a lump sum benefit is available, should be the factors used to
             compute a lump sum benefit:

             Mortality Table:

             ( )   the UP-1984 Mortality Table

             ( )   as provided in the qualified defined benefit pension plan

             ( )   other:___________________________________________

             Interest Rate:

             ( )   the current  rate  specified  for the purchase of immediate
                   annuities by the Pension Benefit Guaranty Corporation

             ( )   as provided in the qualified defined benefit pension plan

             ( )   other:___________________________________________

       (v)   Valuation Date. For purposes of computing the Top-Heavy Ratio, the
             Valuation Date shall be:

             ( )   The Limitation Year selected in Section 1(c).

             ( )   The twelve (12) consecutive month period ending on
                   __________________________________________

SECTION 17. INVESTMENTS. (Note: Choose any one option or permitted combination
of options.)

(a)    Investment decisions with respect to the portion of the assets of the
       Plan indicated below shall be controlled as follows (note: all selections
       must total 100% of assets and shall be measured as of the execution date
       of this Adoption Agreement, or such other date as set by tire Employer):


                                      -11-
<PAGE>

             ( )   ______% (not more than 100%) controlled by the Trustee in
                   its sole discretion.

             ( )   _____% (not more than 100%) controlled by an Investment
                   Manager appointed by the Employer pursuant to the provisions
                   of Section 16.04 of the Plan.

             ( )   _____% (not more than 100%) controlled by each Participant,
                   with respect to his Accounts other than his Employer
                   Contributions Account pursuant to the provisions of Section
                   5.08 of the Plan.

             (X)   other: 100% CONTROLLED BY TRUSTEE AT DIRECTION OF ADVISORY
                   COMMITTEE

(b)          ( )   Although the Trustee or an Investment Manager has been
                   designated above to control a portion of the investments,
                   notwithstanding the portion of investment control designated
                   above, the Administrator may elect to permit each Participant
                   to have the right, at the Participant's discretion, to
                   control the investment of the:

                   ( )   full value of his Accounts.

                   ( )   vested amount of his Employer Contributions Account and
                         the amount of his other Accounts.

(c)          ( )   The Trustee may delegate its duty physically to hold and
                   safeguard the assets of the Plan to the Sponsor as custodian.

(d)          (X)   Investment by the Plan in Qualifying Employer Securities
                   shall be permitted, provided the requirements of Sections
                   406, 407 and 408 of ERISA are met, to a maximum of 20 %
                   (note: not more than 100%) of:

                    (X)  that portion of the Trust Fund attributable to Employer
                         Contributions and Forfeitures.

                    ( )  the value of the entire Trust Fund (note: election of
                         this second option may require the registration of such
                         securities with the Securities and Exchange
                         Commission).

             With respect to the voting of such Qualifying Employer Securities,
             the following entity shall vote such shares (note: select only
             one):

                    (X)   the Trustee.

                    ( )   the Participant to whose Account the shares have been
                          allocated.

                    ( )   the Administrator or, if appointed, the Committee.

SECTION 18. INSURED DEATH BENEFIT.

             (X)   No life insurance shall be provided under the Plan.

             ( )   An additional death benefit may be provided through the
                   purchase of life insurance policies at the election of a
                   Participant in accordance with Section 8.02 of the Plan.

SECTION 19. JOINT AND SURVIVOR ANNUITY.

(a)    Benefits under the Plan ( ) may (X) may not be paid in the form of an
       annuity involving life contingencies. (Note: Optional forms of benefit
       payment may not be eliminated.)

(b)    If benefits may be paid in the form of an annuity, then the Qualified
       Joint and Survivor Annuity shall be an annuity with 50% of the annuity
       benefit continuing to a Participant's surviving Spouse at the
       Participant's death, unless a greater percentage is elected below:

            ( ) 75%      ( ) 100%.

SECTION 20. LIMITATION ON ALLOCATIONS. If you maintain or ever maintained
another qualified plan (other than Paired Plan #003 or #005) in which any
Participant in this Plan is (or was) a Participant or could become a
Participant, you must complete this Section. You must also complete this Section
if you maintain a welfare


                                      -12-

<PAGE>


benefit fund, as defined in Section 419(e) of the Code, or an individual medical
account as defined in Section 415(1)(2) of the Code, under which amounts are
treated as Annual Additions with respect to any Participant in this Plan.

(a)    ( )   If the Participant is covered under another qualified defined
             contribution plan maintained by the Employer, other than a master
             or prototype plan (note: select only one option):

             ( )   The  provisions of Sections 5.07(b) and (c) of the Plan
                   will apply as if the other plan were a master or prototype
                   plan.


             ( )   The amount of Annual Additions allocated to any Participant's
                   Accounts under this Plan shall be limited to the Maximum 
                   Permissible Amount, and excess amounts will be properly 
                   reduced, as follows:

                   _____________________________________________________________
                   _____________________________________________________________
                   _____________________________________________________________
                                                                                
       ( )   This situation is not applicable.

(b)    ( )   If the Participant is or has ever been a Participant in a defined
             benefit plan maintained by the Employer (note: select only one
             option):

             ( )   In any Limitation Year, the Annual Additions credited
                   under this Plan to the Participant may not cause the sum
                   of the Defined Benefit Fraction and Defined Contribution
                   Fraction to exceed 1.0. If the Employer's contribution
                   that would otherwise be made on the Participant's behalf
                   during the Limitation Year would cause the 1.0 limitation
                   to be exceeded, the rate of contribution under this Plan
                   will be reduced so that the sum of the fractions equals
                   1.0. If the 1.0 limitation is exceeded because of an
                   Excess Amount, such Excess Amount will be reduced in
                   accordance with Section 5.07(a)(iv) of the Plan.

             ( )   The amount of Annual Additions allocated to any
                   Participant's Accounts under this Plan shall be limited
                   to the Maximum Permissible Amount, and Excess Amounts will
                   be properly reduced, as follows:
                   _____________________________________________________________
                   _____________________________________________________________
                   _____________________________________________________________

       ( )   This situation is not applicable.

(c)    The Limitation Year is the following twelve (12) consecutive month
       period:

       ( )   The Limitation Year selected in Section 1(c).

       ( )   The twelve (12) consecutive month period ending on
             _________________________________________.

SECTION 21. SERVICE WITH PREDECESSOR EMPLOYER. Employment with the following
Predecessor Employer(s) shall be considered Service with the Employer for all
purposes of the Plan. (Note: If the Employer is maintaining a tax-qualified plan
of a Predecessor Employer, that Predecessor Employer must be listed; place an
asterisk (*) after the name of any such Predecessor Employer.):

       (X)   There are no such predecessor employers.
       ( )   (1)___________________________________________
             (2)___________________________________________
             (3)___________________________________________


                                      -13-

<PAGE>



SECTION 22. CONTROLLED GROUP MEMBERS. The following employers are Controlled
Group Members:

       (X)   There are no such employers.
       ( )   (1)___________________________________________
             (2)___________________________________________
             (3)___________________________________________

SECTION 23. CONTROLLED GROUP MEMBERS WHO ARE ADOPTING EMPLOYERS. The following
Controlled Group Members have adopted the Plan for which a single Trust Fund may
be used for the investment of the Trust Fund:

       (x)   There are no such Employers.
       ( )   (1)___________________________________________
             (2)___________________________________________
             (3)___________________________________________

SECTION 24. CODA OPTION.

 (X)   Check here and complete the following provisions if Elective Deferrals
       are permitted under this Plan.

      Item 1. Employer Contributions Under the CODA Option.

(x)    Check here if the Employer may make contributions to the CODA without
       regard to current or accumulated earnings and profits for the taxable
       year or years ending with or within the Plan Year.

       Item 2. Elective Deferrals.

(a)    A Participant may elect pursuant to a Salary Reduction Agreement to have
       his or her Compensation reduced by the following percentage or amount per
       pay period as designated in writing to the Administrator (check the
       applicable option and fill in the appropriate blank):

       (x)   An amount not in excess of 10 % of a Participant's Compensation.

       ( )   An amount not in excess of  $_____  (enter a specified dollar
             amount) of a Participant's Compensation.

       No Participant shall be permitted to have Elective Deferrals made under
       this Plan during any calendar year in excess of $7,000, multiplied by the
       Adjustment Factor.

(b)    (i)   A Participant may elect to commence Elective Deferrals as of
             Jan 1 & July 1 (enter at least one date or period during a calendar
             year). Such election shall become effective as of the first pay
             period following the pay period during which the Participant's
             election to commence Elective Deferrals was made, or as soon as
             administratively feasible thereafter.

       (ii)  A Participant's election to have Elective Deferrals made shall
             remain in effect until the Salary Reduction Agreement is modified
             or terminated. A Participant may (1) modify the amount of Elective
             Deferrals as of Jan 1 & July 1 (enter at least one date or period
             during a calendar year) or (2) terminate Elective Deferrals at any
             time. Such election shall become effective as of the first pay
             period following the pay period during which the Participant's
             election to modify or terminate Elective Deferrals was made, or as
             soon as administratively feasible thereafter.

(c)    ( )   Check here if a Participant may amend his salary reduction
             agreement to increase the amount of the Compensation reduction for
             the last complete payroll period of the Plan Year.

(d)    ( )   Check here if a Participant may base Elective Deferrals on cash
             bonuses that, at the Participant's election, may be contributed to
             the CODA or received by the Participant in cash. A Participant
             shall


                                      -14-

<PAGE>


             be afforded a reasonable period to elect to defer amounts described
             in this subsection (d). Such election shall become effective as of
             the first pay period following the pay period during which the
             Participant's election to make such Elective Deferrals was made,
             or as soon as administratively feasible thereafter.

(e)    A Participant shall designate the amount and frequency of his or her
       Elective Deferrals in the form and manner specified by the Administrator.

       Item 3. Qualified Non-elective Contributions.

(a)    The Employer (X) will ( ) will not make Qualified Non-elective
       Contributions to the Plan. If the Employer does make such Contributions
       to the Plan, then the amount of such Contributions for each Plan Year
       shall be (elect one):

       ( )   an amount equal to ______% (not to exceed 15%) of the
             Compensation of all Participants eligible to share in the
             allocation.

       ( )   _____% of the net profits, but in no event more than $__________
             for any Plan Year.

       (X) an amount as determined by the Employer.

(b)    Allocation of Qualified Non-elective Contributions shall be made to the
       Accounts of (elect one):

          (X) all Participants   ( ) only Participants who are Non-highly
                                     Compensated Employees

       who (elect one):

       ( )   are eligible to make Elective Deferrals at any time during the
             Plan Year.

       (X)   are eligible to make Elective Deferrals at any time during the Plan
             Year and who satisfy the requirements of Section 8(a) or (c).

(c)    Allocation of Qualified Non-elective Contributions shall be made (elect
       one):

       (X)   in the ratio in which each eligible Participant's Compensation for
             the Plan Year bears to the total Compensation of all eligible
             Participants for such Plan Year.

       ( )   in the ratio in which each eligible Participant's Compensation
             not in excess of $____ for the Plan Year bears to the total
             Compensation of all eligible Participants not in excess of $____
             for such Plan Year.

(d)    In accordance with Section 6.13 of the Plan, allocations of special
       Qualified Non-elective Contributions to each Non-highly Compensated
       Employee's Account shall be made (elect one)

       (X)   in the ratio which each Non-highly Compensated Employee's
             Compensation for the Plan Year bears to the total Compensation of
             all Non-highly Compensated Employees for such Plan Year.

       ( )   in the ratio in which each Non-highly Compensated Employee's
             Compensation not in excess of $_______ for the Plan Year bears
             to the total Compensation of all Non-highly Compensated
             Employees not in excess of $________ for such Plan Year.

       Item 4. Qualified Matching Contributions.

(a)    The Employer ( ) will ( X) will not make Qualified Matching Contributions
       to the Plan. If the Employer does make such Contributions to the Plan for
       a Plan Year, then such contributions shall be made on behalf of (elect
       one):

             ( ) all Participants   ( ) all Participants who are Non-highly
                                        Compensated Employees

       who make (elect one):

       ( )   eligible contributions during the Plan Year.

       ( )   eligible contributions during the Plan Year and who satisfy the
             requirements of Section 8(a) or (c).


                                      -15-

<PAGE>



(b)    "Eligible contributions" shall include (elect one or both)

             (X) Elective Deferrals   (  ) Employee Contributions

(c)    The Employer shall contribute and allocate to each Participant's
       Qualified Matching Contributions Account as follows: 

       ( )   an amount equal to ____% of the Participant's eligible 
             contributions for the Plan Year.

       ( )   an amount equal to _____% of the Participant's eligible
             contributions for the Plan Year up to ____% of the
             Participant's Compensation for the Plan Year.

                                      PLUS

             an amount equal to ________% (note: must be less than the % first
             indicated above) of eligible contributions for the Plan Year which
             exceeds ________% of Compensation for the Plan Year but does not
             exceed ________% of Compensation for the Plan Year.

       ( )   an amount to be determined annually by the Employer based on
             (optional):

             ( )   the Participant's eligible contributions not exceeding
                   ________% of the Participant's Compensation for the Plan
                   Year.

             ( )   the first $____________ of the Participant's eligible
                   contributions for the Plan Year.

(d)    Qualified Matching Contributions shall be 100% vested when made.

       Item 5. Actual Deferral Percentage.

(a)    Qualified Matching Contributions and Qualified Non-elective Contributions
       may be taken into account as Elective Deferrals for purposes of
       calculating the Actual Deferral Percentages. In determining Elective
       Deferrals for the purpose of the ADP test, the Employer shall include
       (elect, as appropriate)

             ( ) Qualified Matching Contributions 

             (X) Qualified Non-elective Contributions

       under this Plan or any other plan of the Employer, as provided by 
       regulations under the Code.

(b)    The amount of Qualified Matching Contributions made under Item 4 of this
       CODA Option and taken into account as Elective Deferrals for purposes of
       calculating the Actual Deferral Percentage, subject to such other
       requirements as may be prescribed by the Secretary of the Treasury, shall
       be

       ( )   all such Qualified Matching Contributions

       ( )   such Qualified Matching Contributions that are needed to meet
             the Actual Deferral Percentage test stated in Section 6.04 of
             the Plan.

(c)    The amount of Qualified Non-elective Contributions made under Item 3 of
       this Section 24 and taken into account as Elective Deferrals for purposes
       of calculating the Actual Deferral Percentages, subject to such other
       requirements as may be prescribed by the Secretary of the Treasury, shall
       be

       (X)   all such Qualified Non-elective Contributions.

       ( )   such Qualified Non-elective Contributions that are needed to
             meet the Actual Deferral Percentage test stated in Section 6.04
             of the Plan.

       Item 6. Claims for Excess Elective Deferrals. Participants who claim
Excess Elective Deferrals for the preceding taxable year must submit their
claims in writing to the Administrator by ______(SPECIFY A DATE BEFORE APRIL
15).

       Item 7. Voluntary Non-deductible Contributions.

       ( )   Check here and complete the provisions below if Employees may
             make Voluntary Non-deductible Contributions to the Plan.


                                      -16-

<PAGE>


       Voluntary Non-deductible Contributions shall be made

       ( )   regularly by payroll deduction, and shall share in investment
             income for the Plan Year for which made

       ( )   as determined by the Participant, and shall not share in investment
             income for the Plan Year for which made

       and shall be

       ( )   combined with other Plan assets for investment purposes.

       ( )   invested separately from other Plan assets in an account
             consisting of certificates of deposit, money market
             certificates, collective investment trusts, other short-term
             debt security instruments or any other investments acceptable to
             the Trustee.

       Item 8. Matching Contributions.

(a)    The Employer (X)) will ( ) will not make Matching Contributions to the
       Plan. If the Employer does make such Contributions to the Plan for a Plan
       Year, then such Contributions shall be made on behalf of (elect one):

             (X) all Participants     ( ) all Participants who are Non-highly
                                          Compensated Employees 

       who make (elect one):

       ( )   eligible contributions during the Plan Year.

       (X)  eligible contributions during the Plan Year and who satisfy the
            requirements of Section 8(a) or (c).

(b)    "Eligible contributions" shall include (elect one or both)

            (X)  Elective Deferrals   ( ) Employee Contributions

(c)    The Employer shall contribute and allocate to each eligible Participant's
       Matching Contributions Account as follows:

       ( )   an amount equal to ____% of the Participant's eligible
             contributions for the Plan Year.

       (X)   an amount equal to 100% of the Participant's eligible contributions
             for the Plan Year up to 4% of the Participant's Compensation for
             the Plan Year

                                      PLUS

             an amount equal to _________% (note must be less than the % first
             indicated above) of eligible contributions for the Plan Year which
             exceeds ________% of Compensation for the Plan Year but does not
             exceed ________% of Compensation for the Plan Year.

       ( )   an amount to be determined annually by the Employer based on
             (optional):

             ( )   the Participant's eligible contributions not exceeding
                   _________% of the Participant's Compensation for the Plan
                   Year.

             ( )   the first $_____________ of the Participant's eligible
                   contributions for the Plan Year.

       Item 9. Vesting of Matching Contributions.

(a) Matching Contributions will be vested in accordance with the following
schedule (elect one)

       ( )   Nonforfeitable when made.

       ( ) The profit-sharing plan's general vesting schedule, other than that
           for Elective Deferrals.

       ( )   100% vesting after ___ (not to exceed 5) Years of Vesting Service.


                                      -17-

<PAGE>

       (X)   20% vesting after 1 Year of Vesting Service. 
             40% vesting after 2 Years of Vesting Service.
             60% (not less than 20) vesting after 3 Years of Vesting Service.
             80% (not less than 40) vesting after 4 Years of Vesting Service.
             100% (not less than 60) vesting after 5 Years of Vesting Service.
             100% (not less than 80) vesting after 6 Years of Vesting Service.
             100% vesting after 7 Years of Vesting Service.

       If the Plan is Top Heavy pursuant to ARTICLE 13 of the Plan, the vesting
       schedule selected in Section 16(b) shall apply.

(b)    (X)   Check here if Forfeitures of Matching Employer Contributions are to
             be applied to reduce the Matching Employer Contributions for the
             Plan Year in which such Forfeitures occur.

       (Note: If this option is not selected, Forfeitures of Matching Employer
       Contributions will be allocated as additional Employer Contributions in
       accordance with Section 8.)

       Item 10. Average Contribution Percentage.

(a)    In computing the Average Contribution Percentage, the Employer shall take
       into account, and include as Contribution Percentage Amounts,

             (X) Elective Deferrals  (X) Qualified Non-elective Contributions

       under this Plan or any other plan of the Employer, as provided +by
       regulations.

(b)    The amount of Qualified Non-elective Contributions that are made under
       Item 3 of this CODA Option and taken into account as Contribution
       Percentage Amounts for purposes of calculating the Average Contribution
       Percentage, subject to such other requirements as may be prescribed by
       the Secretary of the Treasury, shall be

      (X)    all such Qualified Non-elective Contributions.

      ( )    such Qualified Non-elective Contributions that are needed to meet
             the Average Contribution Percentage test stated in Section 6.11 of
             the Plan.

(c)    The amount of Elective Deferrals made under Item 2 of this CODA option
       and taken into account as Contribution Percentage Amounts for purposes of
       calculating the Average Contribution Percentage, subject to such other
       requirements as may be prescribed by the Secretary of the Treasury, shall
       be

       (X)   all such Elective Deferrals.

       ( )   such Elective Deferrals that are needed to meet the Average
             Contribution Percentage test stated in Section 6.11 of the Plan.

(d)   Forfeitures of Excess Aggregate Contributions shall be 

       (X)   applied to reduce Employer Contributions for the Plan Year in which
             the Excess arose, but allocated as in the following option, to the
             extent the Excess exceeds Employer Contributions or the Employer
             has already contributed for such Plan Year.

       ( )   allocated, after all other Forfeitures under the Plan, to the
             Matching Contributions Account of each Non-highly Compensated
             Employee 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.

       Item 11. Hardship Distributions.

       (X)   Check here if the Employer permits distributions of Elective
             Deferrals (and earnings thereon accrued as of December 31, 1988) in
             the event of hardship. In the event a Participant receives a
             hardship distribution:


                                      -18-
<PAGE>

        (a)  the Participant's Elective Deferrals (and Voluntary Non-Deductible
             Contributions) will be suspended for twelve (12) months after the
             receipt of the hardship distribution, and

       (b)   the Participant may not make Elective Deferrals for the
             Participant'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 that
             amount of such Participant's Elective Deferrals for the taxable
             year of the hardship distribution.

       Item 12. Limitations on Contributions. Amounts that are contributed or
allocated to the Accounts of each Participant under the Plan must not, when
aggregated with amounts that are contributed or allocated to the accounts of
each Participant under any other plan or plans in accordance with the provisions
of the underlying Plan document, exceed the applicable limitations on
contributions and allocations as stated in the underlying Plan document and
otherwise required under Section 415 of the Code and the regulations thereunder.

       Item 13. Compensation.

(x)    Check here if, in addition to Compensation as defined in Section 2.13 of
       the Plan, Compensation shall also include Compensation which is not
       currently includible in the Participant's gross income by reason of the
       application of Section 125, 402(a)(8), 402(h)(l)(B), or 403(b) of the
       Code.

       Item 14. Look-Back Year.

( )    Check here if the "look-back" year is to be the twelve-month period
       immediately preceding the Plan Year for which testing is performed,
       pursuant to Section 2.32(1). of the Plan.

( )    Check here if the "look-back year" is to be the calendar year ending with
       or within the Plan Year for which testing is being performed, pursuant to
       Section 2.32(2) of the Plan.

       Item 15. Highly Compensated Employee.

( )    The simplified definition of Highly Compensated Employee in Section 2.32
       of the Plan for Employers that maintain significant business activities
       (and employ employees) in at least two significantly separate geographic
       areas will apply.


The adopting Employer may not rely on an opinion letter issued by the National
Office of the Internal Revenue Service as evidence that this Plan is qualified
under Section 401 of the Internal Revenue 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
#01.

                                  *    *    *   *    *


                                      -19-

<PAGE>


       IN WITNESS WHEREOF, the Employer and the undersigned Trustee(s) have
caused this Adoption Agreement to be executed this 12th day of July, 1994.

                             THE EMPLOYER:

                             BankFirst
                             --------------------------------------------------
ATTEST:
/s/ Vickie T. Mynatt         By: /s/ Fred R. Lawson
----------------------          -----------------------------------------------
    Vickie T. Mynatt         Title: President & CEO
                                   --------------------------------------------

                             ADOPTING EMPLOYER:

                             BankFirst
                             --------------------------------------------------
ATTEST:
/s/ Vickie T. Mynatt         By: /s/ David Allen
----------------------          -----------------------------------------------
    Vickie T. Mynatt         Title: Senior Vice President--Financial Officer
                                   --------------------------------------------

                             ADOPTING EMPLOYER:

                             BankFirst
                             --------------------------------------------------
ATTEST:
 /s/ Vickie T. Mynatt        By: /s/ C. Suzi Ray
----------------------          -----------------------------------------------
     Vickie T. Mynatt       Title:  Senior Vice President--Human Resources
                                   --------------------------------------------


                             THE TRUSTEE:

                             BankFirst
                             --------------------------------------------------
ATTEST:
 /s/ Vickie T. Mynatt        By: /s/ Sheila H. Sterling
----------------------          -----------------------------------------------
     Vickie T. Mynatt        Title:  Senior Vice President & Trust Officer
                                   --------------------------------------------


                             THE CUSTODIAN (only if Sponsor named custodian):
         
                             --------------------------------------------------
ATTEST:
                             By:
----------------------          -----------------------------------------------
                              Title:
                                    -------------------------------------------

                                    
                                      -20-

<PAGE>

                             FIRST AMENDMENT TO THE

            BANKFIRST PROTOTYPE DEFINED CONTRIBUTION PLAN AND TRUST

                               BASIC DOCUMENT #01

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

      WHEREAS, BankFirst (Sponsor) established the BankFirst Prototype Defined
Contribution Plan and Trust #01 (Prototype Plan); and

      WHEREAS, the Sponsor has been expressly delegated the authority by the
adopting Employers of the Prototype Plan to amend the Prototype Plan as the
Sponsor deems necessary or desirable; and

      WHEREAS, the Internal Revenue Service, under Revenue Procedure 93-12,
requires that the Prototype Plan be amended to comply with the Unemployment
Compensation Amendments of 1992;

      NOW, THEREFORE, the Prototype Plan is hereby amended as follows:

                                       I.

      Add to the end of the Prototype Plan new ARTICLE 19 to read as follows:

                                   ARTICLE 19
                                DIRECT ROLLOVERS

            19.01 Election of Direct Rollover. This ARTICLE 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 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.

            19.02 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:

                  (i) 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 expectancy) of the Distributee or the joint lives (or
            joint life expectancies) of the Distributee and the Distributee's
            Beneficiary, or for a specified period of ten years or more; or

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


                                      -1-
<PAGE>

                  (iii) the portion of any distribution that is not includible
            in gross income (determined without regard to the exclusion for 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 trust
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 relations order, as defined in Section 414(p)
of the Code, are Distributees with regard to the interest of 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.

                                      II.

The effective date of this First Amendment shall be January 1, 1993.

                                      III.

In all other respects, the Prototype Plan is ratified and confirmed.

                                    * * * * *


                                      -2-
<PAGE>

      IN WITNESS WHEREOF, the Sponsor hereby adopts this First Amendment on this
15th day of September, 1993.

                                       THE SPONSOR:

                                       BANKFIRST
                                       -----------------------------------------


ATTEST:                                By: /s/ Sheila H. Sterling
                                          --------------------------------------

/s/ Rosemary L. Collins                Title: Sr. Vice President & Trust Officer
----------------------------                 -----------------------------------


                                      -3-
<PAGE>

                            SECOND AMENDMENT TO THE

                                   BANKFIRST

                 PROTOTYPE DEFINED CONTRIBUTION PLAY AND TRUST

                               BASIC DOCUMENT #01

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

      WHEREAS, BankFirst (Sponsor) established the BankFirst Prototype Defined
Contribution Plan and Trust #01 (Prototype Plan), and the Adoption Agreements
for such Prototype Plan having received favorable opinion letters from the
Internal Revenue Service, dated as of May 10, 1990; and

      WHEREAS, the Sponsor has been expressly delegated the authority by the
adopting Employers of the Prototype Plan to amend the Prototype Plan as the
Sponsor deems necessary or desirable; and

      WHEREAS, the Internal Revenue Service, under Revenue Procedure 94-13,
requires that the Prototype Plan be amended to comply with the Omnibus Budget
Reconciliation Act of 1993 (OBRA '93);

      NOW, THEREFORE, the Prototype Plan is hereby amended as follows:

                                       I.

      Add to the end of Section 2.13, entitled Compensation, to read as follows:

            In addition to other applicable limitations set forth in the plan,
      and notwithstanding any other provision of the plan to the contrary, for
      plan years beginning on or after January 1, 1994, the annual compensation
      of each employee 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 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 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, 1994, any reference
      in this plan to the limitation under section 401(a)(17) of the Code shall
      mean the OBRA '93 annual compensation limit set forth in this provision.

            If compensation for any prior determination period is taken into
      account in determining an employee's benefits accruing in the current plan
      year, the
<PAGE>

      compensation for that prior determination period is subject to the OBRA
      '93 annual compensation limit in effect for that prior determination
      period. For this purpose, for determination periods beginning before the
      first day of the first plan year beginning on or after January 1, 1994,
      the OBRA '93 annual compensation limit is $150,000.

                                      II.

The effective date of this Second Amendment shall be January 1, 1994.

                                      III.

In all other respects, the Prototype Plan is ratified and confirmed.

                                    * * * * *


                                      -2-
<PAGE>

      IN WITNESS WHEREOF, the Sponsor hereby adopts the Second Amendment on this
15th day of June, 1994.

                                       THE SPONSOR:

                                       BANKFIRST


ATTEST:                                By: /s/ Sheila H. Sterling
                                          --------------------------------------

/s/ [ILLEGIBLE]                        Title: Sr. Vice President & Trust Officer
----------------------------                 -----------------------------------


                                      -3-
<PAGE>

                             THIRD AMENDMENT TO THE

                                   BANKFIRST

                 PROTOTYPE DEFINED CONTRIBUTION PLAN AND TRUST

                               BASIC DOCUMENT #01

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

      WHEREAS, BankFirst (Sponsor) established the BankFirst Prototype Defined
Contribution Plan and Trust #01 (Prototype Plan), and the Adoption Agreements
for such Prototype Plan having received favorable opinion letters from the
Internal Revenue Service, dated as of May 10, 1990; and

      WHEREAS, the Sponsor has been expressly delegated the authority by the
adopting Employers of the Prototype Plan to amend the Prototype Plan as the
Sponsor deems necessary or desirable; and

      WHEREAS, the Internal Revenue Service, under Revenue Procedure 9347,
requires that the Prototype Plan be amended to reflect the modifications made by
Notice 93-26, 1993-18 L.R.B. 11, to the 30-day notice requirement under Section
1.411(a)-11(c) of the Income Tax Regulations;

      NOW, THEREFORE, the Prototype Plan is hereby amended as follows:

                                       I.

      Add a new paragraph to the end of Section 10.03(a), entitled Restrictions
on Immediate Distribution, to read as follows:

            If a distribution is one to which Sections 401(a)(11) and 417 of the
      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 participant
            that the participant has a right to a period of at least 30 days
            after receiving the notice to consider the decision of whether or
            not to elect a distribution (and, if applicable, a particular
            distribution option), and

                  (2) the participant, after receiving the notice, affirmatively
            elects a distribution.
<PAGE>

                                      II.

The effective date of this Third Amendment shall be January 1, 1994.

                                      III.

In all other respects, the Prototype Plan is ratified and confirmed.

                                    * * * * *


                                      -2-
<PAGE>

      IN WITNESS WHEREOF, the Sponsor hereby adopts this Third Amendment on this
10th day of October, 1995.

                                       THE SPONSOR:

                                       BANKFIRST


ATTEST:                                By: /s/ Sheila H. Sterling
                                          --------------------------------------

/s/ Mary Jane Disney                   Title: Sr. Vice President & Trust Officer
----------------------------                 -----------------------------------


                                      -3-
<PAGE>


                                    BANKFIRST

                                BOARD RESOLUTION

 May 12,1998

                            Merger of Curtis Mortgage Company Profit Sharing
                            Plan into BankFirst 401(k) Profit Sharing Plan

WHEREAS,  in connection  with the  acquisition  by BankFirst of Curtis  Mortgage
Company,  staff and counsel have proposed that the Curtis Mortgage  Company Plan
be merged into the BankFirst  401(k) Profit  Sharing Plan upon the completion of
satisfactory due diligence review of the Curtis Mortgage Plan.

WHEREAS,  the  intention  and purpose of the merger is to  preserve  all account
balances and benefits  and rights  under the Curtis  Mortgage  Company Plan with
respect to the merger of these accounts into the BankFirst 401(k) Profit Sharing
Plan, as required by IRS Regs. 1.414(1)-1;

RESOLVED,  the Board of Directors  hereby approves the merger into the BankFirst
401(k) Profit Sharing Plan of the Curtis Mortgage Company Plan,  effective as of
June 1, 1998,  pursuant to the general terms of the Merger Agreement,  a copy of
which is attached hereto as Exhibit II; and authorizes and directs the President
or his  designee  to  complete  the due  diligence  review,  and subject to such
amendments as he deems appropriate or necessary, to execute the Merger Agreement
on behalf of BankFirst and to take all actions  necessary or  appropriate to put
the Merger Agreement into full force and effect.

                                                  Vickie L. Mynatt
                                                  ---------------------------
                                                  Secretary

                                                  May 12, 1998
                                                  ---------------------------
                                                  Date

<PAGE>

                          CURTIS MORTGAGE COMPANY, INC.
                                BOARD RESOLUTION

A meeting of the Board of Directors was held at the office of BankFirst on April
13, 1998.

All Directors were present.

Upon  motion  duly  made,  seconded  and  unanimously   adopted,  the  following
resolutions were enacted:

Freeze of Contributions to Curtis Mortgage Company, Inc. Profit Sharing Plan

      WHEREAS,  Curtis  Mortgage  Company,  Inc.,  sponsors the Curtis  Mortgage
Company, Inc. Profit Sharing Plan ("Plan"); and

      WHEREAS,  due to the  acquisition of Curtis  Mortgage by BankFirst and the
consolidation of their employee  retirement plans, the President has recommended
that it is in the best  interest  of Curtis  Mortgage  Company,  Inc.  to freeze
Employee and Employer  contributions  to the Plan as of February 28, 1998, being
the date Curtis Mortgage eligible employees became participants in the BankFirst
401(k) Plan;

      RESOLVED, THAT Curtis Mortgage Company, Inc. hereby approves and adopts an
amendment  to the Plan in  substantially  such  form as is  attached  hereto  as
Exhibit I, which  amendment,  upon execution by Curtis Mortgage  Company,  Inc.,
confirms and ratifies the freeze of all Employer and Employee  contributions  to
the Plan as of February 28, 1998.

      FURTHER RESOLVED,  that the President of Curtis Mortgage Company, Inc. be,
and hereby is,  authorized  and directed to execute and deliver the amendment to
the Plan in substantially such form as is attached hereto as Exhibit I.

Appointment of BankFirst as Successor Trustee of Profit Sharing Plan

      RESOLVED,  that the resignation or removal of SunTrust Bank, Knoxville, as
Trustee of the Curtis Mortgage Company,  Inc. Profit Sharing Plan,  effective as
of April 1, 1998, should be accepted, ratified and confirmed;

      FURTHER  RESOLVED,  that the  appointment  of  BankFirst as Trustee of the
Curtis Mortgage Company, Inc. Profit Sharing Plan, is hereby approved,  ratified
and confirmed, effective as of April 1, 1998;

      FURTHER  RESOLVED,  that the President is authorized  and directed to take
all actions necessary or appropriate to put the foregoing  resolutions into full
force and effect, and his prior actions are hereby ratified and endorsed.

<PAGE>

Transfer of Curtis  Mortgage  Company.  Inc.  Profit Sharing Plan into BankFirst
401(k) Profit Sharing Plan.

      WHEREAS,  in connection with the  acquisition of Curtis Mortgage  Company,
Inc. by  BankFirst,  staff and counsel have  proposed  that the Curtis  Mortgage
Company,  Inc.  Profit  Sharing Plan be merged into the BankFirst  401(k) Profit
Sharing Plan; and

      WHEREAS,  the  intention  and  purpose  of the merger is to  preserve  all
account balances and benefits and rights under the Curtis Mortgage Company, Inc.
Profit Sharing Plan with respect to the merger of the Curtis  Mortgage Plan into
the BankFirst 401(k) Profit Sharing Plan, as required by IRS Regs. 1.414(1)-1;

      RESOLVED,  the Board of Directors hereby approves the merger of the Curtis
Mortgage  Company,  Inc.  Plan into the BankFirst  401(k)  Profit  Sharing Plan,
effective  as of June l,  1998,  pursuant  generally  to the terms of the Merger
Agreement,  a copy of which is attached hereto as Exhibit II; and authorizes and
directs the President or his designee to agree to such  appropriate or necessary
terms and to execute the Merger  Agreement  on behalf of Curtis  Mortgage and to
take all actions  necessary or appropriate to put the Merger Agreement into full
force and effect.

There being no further business, the meeting was adjourned.

                                                     Leslie Ruhm
                                                     -----------------------
                                                     Secretary

<PAGE>

                        RESIGNATION OF OFFICE OF TRUSTEE

                CURTIS MORTGAGE COMPANY, INC. PROFIT SHARING PLAN

The undersigned, Trustee of Curtis Mortgage Company, Inc., Profit Sharing Plan
(Plan), does hereby give notice of resignation as Trustee as provided under the
Plan. This resignation is effective April 1, 1998.

 Dated this 1st day of April, 1998.

                                            SunTrust Bank, Knoxville, Trustee

                                            By: [ILLEGIBLE]
                                            ---------------------------------

                                            Its: Vice President

 Subscribed and sworn to before me this 16th day of April, 1998

                                            [ILLEGIBLE]
                                            ---------------------------------
                                            Notary  Public

 My commission expires: 3/3/99

                            ACCEPTANCE OF RESIGNATION

Curtis Mortgage Company, Inc., Employer-sponsor of the Curtis Mortgage Company,
Inc., Profit Sharing Plan, does accept, pursuant to the Plan, the resignation of
SunTrust Bank, Knoxvillle as Trustee and hereby waives the requirement of
written notice of resignation.

Dated this 1st day of April, 1998.

                                            Curtis Mortgage Company, Inc.

                                            By: William Curtis
                                            ---------------------------------

                                            Its: Pres/Chairman

<PAGE>

                             APPOINTMENT OF TRUSTEE

                CURTIS MORTGAGE COMPANY, INC. PROFIT SHARING PLAN

Curtis Mortgage Company, Inc., Employer Sponsor of Curtis Mortgage Company, Inc.
Profit Sharing Plan (Plan), in accordance with the Plan, appoints BankFirst as
the Trustee of the Plan effective as of April 1st, 1998.

                                            EMPLOYER:

                                            Curtis Mortgage Company, Inc.

                                            By: William Curtis
                                            ---------------------------------

                                            Its: Pres/Chairman

                         ACCEPTANCE OF OFFICE OF TRUSTEE

The undersigned accepts the above appointment to the office of Successor Trustee
of the Curtis Mortgage Company, Inc. Profit Sharing Plan (Plan), and agrees to
all of the obligations, responsibilities and duties imposed upon the Trustee
under the Plan and Trust Agreement, effective April 1, 1998.

Dated this 1st day of April, 1998.

                                            BANKFIRST, TRUSTEE

                                            By: Randy Baker
                                            ---------------------------------

                                            Its: Sr VP - TO

Subscribed and sworn to before me 14th day of April, 1998.

                                            Beth A. Hodge
                                            ---------------------------------
                                            Notary Public

My commission expires: 02-02-2002

<PAGE>

                                                                       EXHIBIT I

                CURTIS MORTGAGE COMPANY, INC. PROFIT SHARING PLAN
                                FREEZE AMENDMENT

This Freeze Amendment to the Curtis Mortgage Company, Inc. Profit Sharing Plan
is effective as of March 1, 1998, by Curtis Mortgage Company, Inc. (Employer).

                                    RECITALS

      WHEREAS, Curtis Mortgage Company, Inc. maintains the Curtis Mortgage
Company, Inc. Profit Sharing Plan (the "Plan");

      WHEREAS, due to the acquisition of Curtis Mortgage by BankFirst and the
consolidation of their employee retirement plans, the Employer deems it
desirable to freeze Employee and Employer contributions to the Plan, effective
after February 28, 1998; and

      WHEREAS, eligible Employees of Employer begin participation in the
BankFirst 401(k) Plan as of March 1, 1998;

      NOW THEREFORE, effective as of March 1, 1998, in accordance with the
provisions of the Plan pertaining to amendments thereof, Curtis Mortgage
Company, Inc. hereby amends the Plan to provide as follows:

                                Freeze Amendment

The Curtis Mortgage Company, Inc. Profit Sharing Plan is hereby amended to
freeze the Plan, effective as of the close of business February 28, 1998, such
that no contributions shall be made or accrue to the Plan by Curtis Mortgage
Company, Inc. or its employees from and after said date. The Plan shall continue
to credit earnings or losses to Participant's accounts.

IN WITNESS WHEREOF, Curtis Mortgage Company, Inc. has caused this Freeze
Amendment to be executed as of the day and year first above written.

                                            CURTIS MORTGAGE COMPANY, INC.

                                            By: William Curtis
                                            ---------------------------------

                                            Its: President

<PAGE>

                                                                      EXHIBIT II

                                MERGER AGREEMENT
                           BETWEEN THE TRUSTEES OF THE
                      BANKFIRST 401(k) PROFIT SHARING PLAN
                                       AND
                CURTIS MORTGAGE COMPANY, INC. PROFIT SHARING PLAN

BankFirst  ("BankFirst  Trustee")  makes this  Qualified  Plan Merger  Agreement
("Merger  Agreement") in its capacity as Trustee of the BankFirst  401(k) Profit
Sharing Plan ("BankFirst  Plan"),  with Bankfirst ("Curtis Mortgage Trustee") in
its capacity as Trustee of the Curtis Mortgage Company, Inc. Profit Sharing Plan
("Curtis Plan").

                              W I T N E S S E T H:

      WHEREAS,   BankFirst  acquired  Curtis  Mortgage  Company,  Inc.  ("Curtis
Mortgage")  and  both  parties  are now  members  of the same  control  group of
corporations for Internal Revenue Code employee benefit purposes; and

      WHEREAS,  BankFirst  sponsors  the  BankFirst  Plan  and  Curtis  Mortgage
sponsors the Curtis Mortgage Plan; and

      WHEREAS,  the parties wish to merge the qualified  plan assets and benefit
obligations of the Curtis Mortgage Plan into the BankFirst Plan;

      WHEREAS,  under the  BankFirst  Plan and the  Curtis  Mortgage  Plan,  the
Trustee of each Plan has specific  authority to enter into Merger Agreements and
to accept the transfer of Plan assets, or to transfer Plan assets, as a party to
any such agreement; and

      WHEREAS,  the Trustees and the  respective  Employers  deem it in the best
interest of the  administration  of the BankFirst  Plan and the Curtis  Mortgage
Plan to merge the Curtis Mortgage Plan into the BankFirst Plan; and

      NOW THEREFORE,  for and in  consideration  of the premises,  the BankFirst
Trustee,  acting in its respective capacity on behalf of the BankFirst Plan, and
the Curtis Mortgage Trustee,  acting in its respective capacity on behalf of the
Curtis Mortgage Plan, hereby agrees as follows:

      (1) TRANSFER OF ASSETS.  The Curtis  Mortgage  Trustee shall  transfer and
assign  directly to the  BankFirst  Trustee all Curtis  Mortgage Plan assets and
associated benefit obligations under the Curtis Plan into the BankFirst Plan.

      (2) HOLDING AND  INVESTMENT OF ASSETS.  The  BankFirst  Plan Trustee shall
hold,  invest,  administer and distribute the Curtis Mortgage Plan Assets merged
into the BankFirst Plan in accordance with the terms of the BankFirst Plan.

<PAGE>

Merger Agreement of
Curtis Mortgage Company, Inc. Profit Sharing Plan into
BankFirst 401(k) Profit Sharing Plan
Page 2


      (3)  SERVICE  FOR  PREDECESSOR  EMPLOYER.  For  purposes  of  eligibility,
participation,  vesting and benefit accrual under the BankFirst Plan, all Curtis
Mortgage  Employees,  in accordance  with Code ss.ss.  414(a)(1) and  414(1)(1),
receive  credit for years of service with Curtis  Mortgage  under the  BankFirst
Plan.

      (4)  PARTICIPANTS'  ACCOUNTS.  With respect to the account  balance of any
Curtis  Mortgage  Plan  Participant  under the  BankFirst  Plan,  the  following
conditions shall apply:

            (a) Immediately  after the merger' Curtis  Mortgage  Employees shall
have balances in the BankFirst Plan equal to the sum of the account balances the
Employees had in the Curtis Mortgage Plan and in the BankFirst Plan  immediately
prior to the transfer;

            (b) The transfer of the Accounts  shall not  eliminate  any Code ss.
411(d)( 6) protected benefit provided by the Curtis Mortgage Plan; and

            (c) Unless and until the  Employees'  Accounts  under the  BankFirst
Plan are 100%  nonforfeitable,  the BankFirst  Trustee shall  maintain  separate
accounts for the Curtis  Mortgage  Employees to reflect  properly the  different
percentages of vesting the Curtis Mortgage  Employees may have in their Accounts
after  the  direct  transfer.  Curtis  Mortgage  Employees  shall  vest in their
BankFirst assets based on service with both BankFirst and Curtis Mortgage.

      (5) BINDING  EFFECT.  The terms and  conditions  of this Merger  Agreement
shall bind the Trustees (and successors) of the BankFirst Plan and of the Curtis
Mortgage Plan and shall operate as if fully set forth within the BankFirst  Plan
and within the Curtis Mortgage Plan.

      (6)  EFFECTIVE  DATE.  The merger of the  account  balances  of the Curtis
Mortgage Plan into the  BankFirst  Plan shall take place as soon as practical on
or after June 1, 1998.

<PAGE>

Merger Agreement of
Curtis Mortgage Company, Inc. Profit Sharing Plan into
BankFirst 401(k) Profit Sharing Plan
Page 3


      IN WITNESS WHEREOF,  the BankFirst Trustee has signed the Agreement in its
respective  fiduciary  capacity on behalf of the  BankFirst  Plan and the Curtis
Mortgage Trustee has signed this Agreement in its respective  fiduciary capacity
on behalf of the Curtis Mortgage Plan on this 13th day of April, 1998

                                      BankFirst 401(k) Profit Sharing Plan 
                                      Trustee, BankFirst

                                      By: Randy Baker
                                      ------------------------------------------

                                      Its: Senior Vice President - Trust Officer

                                      Curtis Mortgage Company, Inc. Profit 
                                      Sharing Plan Trustee, BankFirst

                                      By: William Curtis
                                      ------------------------------------------

                                      Its: Pres/Chairman

                Merger Agreement Approved as to Form and Purpose

BankFirst                                         Curtis Mortgage Company, Inc.

By: Fred R. Lawson                                By: William Curtis
------------------------------                    ------------------------------

Its: President                                    Its: Pres/Chairman

<PAGE>

                   SMOKY MOUNTAIN BANCORP, INC. (CORPORATION)

                          ACTION OF BOARD OF DIRECTORS

                                 March 20 ,1997

                           CERTIFICATE OF BOARD ACTION

The undersigned,  being the President of the Corporation,  hereby certifies that
the Board of Directors of the  Corporation  adopted the  following  actions at a
duly called  meeting of the Board of  Directors of the  Corporation,  at which a
quorum was present,  and that such action has not been rescinded and is still in
full force and effect.

Amendment of the First  National Bank of Gatlinburg  401(k) Profit  Sharing Plan
(Plan) and Merger of Plan into

BankFirst 401(k) Plan

WHEREAS, Corporation maintains the Plan, originally adopted January 1, 1995, for
the benefit of employees of First National Bank of Gatlinburg; and

WHEREAS,  it is anticipated  that First  National Bank of Gatlinburg  will merge
with BankFirst on or about March 2l, 1997; and

WHEREAS,  the Corporation has determined that it is in the best interests of the
Corporation and the Plan  Participants for eligible  employees to participate in
the existing  BankFirst  401(k) Profit  Sharing Plan and for the  Corporation to
amend this Plan,  effective  April 1, 1997, and subject to the completion of the
merger of First National Bank of Gatlinburg and BankFirst, to freeze the Plan to
the accrual of additional contributions and benefits; and to merge the Plan into
the  BankFirst  401(k)  Profit  Sharing  Plan  effective  April 1,  1997,  while
maintaining separate accounts for the Plan funds;

RESOLVED,  that the Board of Directors hereby approves and adopts: (1) the First
Amendment  of the Plan,  consistent  with all other  and other  requirements  of
applicable  laws, to freeze further accrual of  contributions  or benefits under
the Plan, effective April 1, 1997, subject to the completion of the contemplated
corporate  merger;  and (2) the Merger and Transfer  Agreement for the merger of
the Plan into the BankFirst Plan, consistent with all IRS and ERISA requirements
as set out in that Agreement, effective April 1, 1997;

RESOLVED  FURTHER,  that the  President  of the  Corporation  or his designee is
hereby  authorized  and directed to execute and deliver the First  Amendment and
the Merger Agreement to carry out the purposes of the foregoing resolution;  and
to take such steps  necessary to carry the foregoing  resolution into full force
and effect, including notifying employees of the changes.

IN WITNESS WHEREOF, I have executed this instrument as of the date first written
above.

 /s/ Fred R. Lawson
------------------------
President

<PAGE>

                      BANKFIRST 401(k) PROFIT SHARING PLAN
                FIRST AMENDMENT TO 401(k) PLAN ADOPTION AGREEMENT

      The undersigned,  BANKFIRST, Knoxville, Tennessee, the Signatory Employer,
hereby adopts this First  Amendment to the BankFirst  401(k) Profit Sharing Plan
Adoption Agreement, as amended and restated effective July 1, 1994 ("Plan").

                                   WITNESSETH:

      WHEREAS the Signatory  Employer and First National Bank of Gatlinburg have
agreed to merge, subject to the fulfillment of certain conditions,  effective on
or about  March 2l,  1997 (the  actual  date of such  merger  hereinafter  being
referred to as the Merger Date); and

      WHEREAS the parties and the  respective  Trustees have agreed to merge the
First  National  Bank of  Gatlinburg  401(k)  Profit  Sharing Plan into the Plan
effective April 1, 1997; and

      WHEREAS the Signatory Employer wishes eligible employees of First National
Bank of Gatlinburg to be eligible to  participate in the Plan, to enter the Plan
and elect to commence Elective Deferrals on April 1, 1997,  following the Merger
Date,  with credit for any Service with First National Bank of Gatlinburg  being
credited for all purposes under the Plan; and

      WHEREAS the  Signatory  Employer  reserved  the right in Article 17 of the
Plan Document to amend the Plan from time to time;

      NOW THEREFORE,  this First Amendment to the Adoption  Agreement amends the
Plan, effective as of the Merger Date, as follows:

1.    The attached  page 13 is  substituted  for the same  numbered  page in the
      Adoption Agreement.

2.    Transfer  Accounts  shall be  maintained  for  contributions  and earnings
      (losses)  accrued  under the former First  National  Plan  pursuant to the
      Merger and Transfer of Assets Agreement.

3.    Section 5(d) is amended to include the following additional provision:

      Each Employee on the Merger Date who meets the  eligibility  conditions of
      Section 5(b) with Service which includes at least one Hour of Service with
      First  National  Bank of  Gatlinburg  shall  enter the Plan as of April 1,
      1997.  After  April 1, 1997,  the Entry Dates for the Plan shall be July 1
      and January 1 of each year.

4.    Section 24(b)(i) is amended to include the following additional provision:

      Each  Employee  who  enters  the Plan as of April 1,  1997,  may  elect to
      commence  Elective  Deferrals  as of April 1, 1997.  After  April 1, 1997,
      Participants  may elect to commence  Elective  Deferrals  as of July 1 and
      January 1 of each year.

<PAGE>

 Adoption Agreement
 Page 2


5.    All other provisions of the Plan not hereby  specifically  amended by this
      First Amendment shall remain in full force and effect.

6.    If for any  reason  the  anticipated  Merger  does not  occur,  this First
      Amendment shall be null and void and of no force or effect.

      IN WITNESS WHEREOF,  the undersigned have executed this First Amendment as
of this March , 1997.

                                         SIGNATORY EMPLOYER:

                                         BANKFIRST

                                         By: Fred R. Lawson
                                         ---------------------------------------
                                         Its: President

                                         TRUSTEE:

                                         BANKFIRST

                                         By: Sheila H. Sterling
                                         Its: Sr. Vice President & First Officer

Attachment - Adoption Agreement Page 13

<PAGE>

benefit fund, as defined in Section 419(e) of the Code, or an individual medical
account,  as  defined in  Section  415(1)(2)  of the Code,  under  which  amount
[ILLEGIBLE]  treated as Annual Additions with respect to any Participant in this
Plan.

(a) ( )     If the  Participant  is  covered  under  another  qualified  defined
            contribution plan maintained by the Employer, other than a master or
            prototype plan (note: select only one option):

            ( )   The provisions of Sections  5.07(b) and (c) of the Plan will
                  apply as if the other plan were a master or prototype plan.

            ( )   The   amount  of   Annual   Additions   allocated   to  any
                  Participant's Accounts under this Plan shall be limited to the
                  Maximum   Permissible  Amount,  and  excess  amounts  will  be
                  properly reduced, as follows:

                  ______________________________________________________________
                  ______________________________________________________________
                  ______________________________________________________________

    ( )     This situation is  not applicable.

(b) ( )     If the  Participant  is or has ever been a Participant  in a defined
            benefit  plan  maintained  by the  Employer  (note:  select only one
            option):

            ( )   In any Limitation Year, the Annual Additions  credited under
                  this  Plan to the  Participant  may not  cause  the sum of the
                  Defined Benefit Fraction and Defined Contribution  Fraction to
                  exceed  1.0.  If  the  Employer's   contribution   that  would
                  otherwise  be  made on the  Participant's  behalf  during  the
                  Limitation Year would cause the 1.0 limitation to be exceeded,
                  the rate of  contribution  under  this Plan will be reduced so
                  that  the  sum  of  the  fractions  equals  1.0.  If  the  1.0
                  limitation  is  exceeded  because  of an Excess  Amount,  such
                  Excess   Amount   will  be  reduced  in   accordance   Section
                  5.07(a)(iv) of the Plan.

            ( )   The   amount  of   Annual   Additions   allocated   to  any
                  Participant's Accounts under this Plan shall be limited to the
                  Maximum   Permissible  Amount,  and  Excess  Amounts  will  be
                  properly reduced, as follows:

                  ______________________________________________________________
                  ______________________________________________________________
                  ______________________________________________________________

    ( )     This situation is not applicable.

(c) The Limitation Year is the following twelve (12) consecutive month period:

    ( )     The Limitation Year selected in Section 1(c).

    ( )     The twelve (12) consecutive month period ending on__________________

SECTION 21.  SERVICE WITH  PREDECESSOR  EMPLOYER  Employment  with the following
Predecessor  Employer(s)  shall be considered  Service with the Employer for all
purposes of the Plan. (Note: If the Employer is maintaining a tax-qualified plan
of a Predeccessor  Employer,  that Predecessor Employer must be listed; place an
asterisk (*) after the name of any such Predecessor Employer.):

    ( )     There are no such predecessor employers.

    (XX)    (1)    First Heritage Bank

            (2)    First National Bank of Gatlinburg

            (3)    _____________________________________________________________


                                      -13-

<PAGE>

          FIRST NATIONAL BANK OF GATLINBURG 401(k) PROFIT SHARING PLAN
                FIRST AMENDMENT TO 401(k) PLAN ADOPTION AGREEMENT

      The  undersigned,  Smoky  Mountain  Bancorp,  Knoxville,   Tennessee,  the
Signatory  Employer,  hereby adopts this First  Amendment to the First  National
Bank of Gatlinburg  401(k) Profit  Sharing Plan Adoption  Agreement,  originally
effective January 1, 1995 ("PIan").

                              W I T N E S S E T H:

      WHEREAS  BankFirst,  Knoxville,  Tennessee,  and  First  National  Bank of
Gatlinburg  have  agreed  to  merge,  subject  to  the  fulfillment  to  certain
conditions, effective on or about March 21, 1997 (the actual date of such Merger
hereinafter being referred to as the Merger Date); and

      WHEREAS  subject to the completion of the merger,  the Signatory  Employer
wishes to freeze  accrual of  additional  contributions  and benefits  under the
Plan, effective on and after April 1, 1997; and

      WHEREAS the Signatory  Employer  reserved the right in Article XIII of the
Plan Document to amend the Plan from time to time;

      NOW THEREFORE,  this First Amendment to the Adoption  Agreement amends the
Plan, effective as of the Merger Date, as follows:

1.    No additional  Employee Elective  Deferrals shall be permitted to the Plan
      with respect to Compensation  accrued or earned on or after April 1, 1997.
      The attached pages 7 and 8 are  substituted for the same numbered pages in
      the Adoption Agreement.

2.    All other provisions of the Plan not hereby  specifically  amended by this
      First Amendment shall remain in full force and effect.

3.    If for any  reason  the  anticipated  Merger  does not  occur,  this First
      Amendment shall be null and void and of no force or effect.

      IN WITNESS WHEREOF,  the undersigned have executed this First Amendment as
of March 20, 1997.

                                             SMOKY MOUNTAIN BANCORP, INC.

                                             By: Fred R. Lawson
                                             -----------------------------------
                                             Its: President

Attachment - Adoption Agreement Pages 7 and 8

<PAGE>

(3) Following a re-election to participate, the Employee or Participant:

[N/A] (i)   May not again elect not to participate for any subsequent Plan Year.

[N/A] (ii)  May again elect not to  participate,  but not earlier  than the Plan
            Year  following  the Plan  Year in which the  re-election  first was
            effective.

(4) Specify N/A [Insert "N/A" if no other rules apply].

                                   ARTICLE III
                     EMPLOYER CONTRIBUTIONS AND FORFEITURES

      3.01 AMOUNT.

Part I.  [Options  (a)  through  (g)]  Amount of  Employer's  contribution.  The
Employer's  annual  contnbution  to the Trust  will  equal  the total  amount of
deferral   contributions,   matching   contributions,    qualified   nonelective
contributions  and nonelective  contributions,  as determined under this Section
3.01. (Choose any combination of (a) (b), (c) and (d), or choose (e))

[N/A] (a)   Deferral contributions (Code ss.401(k) arrangement).  (Choose (1) or
            (2) or both)

      [N/A] (1) Salary reduction  arrangement.  The Employer must contribute the
            amount by which the Participants have reduced their Compensation for
            the Plan Year pursuant to their salary reduction  agreements on file
            with the  Advisory  Cornmittee.  A  reference  in the Plan to salary
            reduction contributions is a reference to these amounts.

      [N/A] (2) Cash or deferred  arrangement.  The Employer will  contribute on
            behalf  of  each  Participant  the  portion  of  the   Participant's
            proportionate  share of the cash or deferred  contribution  which he
            has not elected to receive in cash.  See Section  14.02 of the Plan.
            The  Employer's  cash or  deferred  contribution  is the  amount the
            Employer  may from time to time deem  advisable  which the  Employer
            designates as a cash or deferred  contribution  prior to making that
            contribution to the Trust.

[N/A] (b)   Matching   contributions.    The   Employer   will   make   matching
            contributions  in accordance with the formula(s)  elected in Part II
            of this Adoption Agreement Section 3.01.

[N/A] (c)   Designated qualified nonelective  contributions.  The Employer,  in.
            its sole discretion, may contribute an amount which it designates as
            a qualified nonelective contribution.

[N/A] (d)   Nonelective   contributions.   (Choose   any   combination   of  (1)
            through(4))

      [N/A] (1) Discretionary  contribution.  The amount (or additional  amount)
            the Employer may from time to time deem advisable.

      [N/A] (2) The amount (or additional  amount) the Employer may from time to
            time deem advisable, separately determined for each of the following
            classifications of Participants: (Choose (i) or (ii))

            [N/A] (i) Nonhighly  Compensated  Employees  and Highly  Compensated
                  Employees.

            [N/A] (ii) (Specify classifications)_______________________________.

            Under this Option (2),  the  advisory  Committee  will  allocate the
            amount contributed for each Participant classification in accordance
            with  Part  II  of  Adoption  Agreement  Section  3.04,  as  if  the
            Participants that  classification  were the only Participants in the
            Plan.


                                       7

<PAGE>

      [N/A] (3) __% of the  Compensation  of all  Participants  under  the Plan,
            determined  for the  Employer's  taxable year for which it makes the
            contribution. [Note: The percentage selected may not exceed 15%.]

      [N/A] (4) ___% of Net Profits but not more than $________________.

[X] (e) Frozen Plan.  This Plan is a frozen Plan effective after March 31, 1997.
The  Employer  will  not  contribute  to the Plan  with  respect  to any  period
following the stated date.

Net Profits. The Employer: (Choose (f) or (g))

[X] (f) Need not have Net  Profits  to make its annual  contribution  under this
Plan.

[N/A] (g) Must have current or accumulated  Net Profits  exceeding $____ to make
the following contributions: (Choose at least one)

      [N/A] (1) Cash or deferred contributions described in Option (a)(2).

      [N/A] (2)  Matching   contributions   described  in  Option  (b),  except:
            __________.

      [N/A] (3) Qualified nonelective contributions described in Option (c).

      [N/A] (4) Nonelective contributions described in Option (d).

The term "Net  Profits"  means the  Employer's  net  income or  profits  for any
taxable year  determined  by the Employer upon the basis of its books of account
in accordance with generally accepted accounting practices  consistently applied
without  any  deductions  for  Federal  and  state  taxes  upon  income  or  for
contributions  made by the Employer  under this Plan or under any other employee
benefit  plan the  Employer  maintains.  The  term  "Net  Profits"  specifically
excludes ___________________________________________________________[Note: Enter
"N/A" if no exclusions apply.]

If the Employer requires Net Profits for matching contributions and the Employer
does not have  sufficient  Net  Profits  under  Option  (g),  it will reduce the
matching  contribution  under  a  fixed  formula  on a  prorata  basis  for  all
Participants. A Participant's share of the reduced contribution will be the same
rate as the matching  contribution  the  Participant  would have received if Net
Profits  were  sufficient   bears  to  the  total  matching   contribution   all
Participants  would have received if Net Profits were  sufficient.  If more than
one member of a related group (as defined in Section 1.30) execute this Adoption
Agreement,  each participating  member will determine Net Profits separately but
will not apply this reduction unless, after combining the separately  determined
Net Profits,  the aggregate Net Profits are insufficient to satisfy the matching
contribution liability.  "Net Profits" includes both current and accumulated Net
Profits.

Part II. [Options (h) through (J)] Matching contribution formula.  [Note: if the
Employer elected Option (b), complete Options (h), (i) and (j).]

[X] (h)     Amount of matching contributions. For each Plan Year, the Employer's
            matching  contribution is: (Choose any combination of (1), (2), (3),
            (4) and (5))

            [N/A] (1) An  amount  equal to ___% of each  Participant's  eligible
                  contributions for the Plan Year.

            {N/A] (2) An amount equal to ___% of each  Participant's  first tier
                  of  eligible   contributions  for  the  Plan  Year,  plus  the
                  following matching  percentage(s) for the following subsequent
                  tiers    of    eligible    contributions    for    the    Plan
                  ____________________________________________________.


                                       8


<PAGE>

                                BANKFIRST 401(k)
                              PROFIT SHARING PLAN

                         Amendment to Adoption Agreement
                             (IRS Model Amendments)

      The Employer,  BankFirst,  hereby  adopts this  Amendment to the BankFirst
401(k) Profit Sharing Plan.

                                   WITNESSETH

      WHEREAS  the IRS has  provided  for mode  amendments  with  respect to the
Uniformed  Services  Employment  and  Reemployment  Act of 1994  and  for  other
required  document  maintenance  provisions on profit  sharing plan mergers with
money purchase plans

      NOW THEREFORE the Plan is hereby amended as follows:

1.    Rev. Rul. 94-76 Model Amendment.  This Section 1 is effective on the first
      day of the first Plan Year beginning on or after December 12, 1994, or, if
      later, March 12, 1995.  Notwithstanding  any provision of this Plan to the
      contrary,  to the extent that any optional form of benefit under this Plan
      permits  a  distribution  prior  to  the  Employee's  retirement,   death,
      disability,  or severance from employment,  and prior to plan termination,
      the optional  form of benefits is not  available  with respect to benefits
      attributable to assets (including the post-transfer  earnings thereon) and
      liabilities that are transferred, within the meaning of Code ss. 414(1) to
      this Plan from a money  purchase  pension  plan  qualified  under Code ss.
      401(a)   (other  than  any  portion  of  those   assets  and   liabilities
      attributable to voluntary Employee contributions).

2.    USERRA  Model  Amendment.  This  Section 2 is effective as of December 12,
      1994.  Notwithstanding  any  provision  of  this  Plan  to  the  contrary,
      contributions,  benefits  and  service  credit with  respect to  qualified
      military  service  will be provided in  accordance  with Code ss. 4 14(u).
      Loan  repayments will be suspended under this Plan as permitted under Code
      ss. 414(u)(4).

3.    Except as specifically  amended herein,  the other  provisions of the Plan
      shall continue in full force and effect.

      IN WITNESS WHEREOF a duly authorized  officer of the Employer has executed
this Amendment as of this 22 day of May, 1997.

                                                  BANKFIRST

                                                  By: Fred R. Lawson
                                                  ------------------------------
                                                  Its: President

<PAGE>

                        SUMMARY OF MATERIAL MODIFICATIONS

Employer:               BankFirst

Address:                625 Market Street
                        Knoxville, Tennessee 37901

EIN:                    62-0201360

Plan Name:              BankFirst 401(k) Profit Sharing Plan

Plan Number:            002

Change:                 Subject to the  completion  of the merger,  the Plan has
                        been  amended  effective as of the date of the merger of
                        First National Bank of Gatlinburg into BankFirst,  on or
                        about March 2l, 1997, to provide that service with First
                        National Bank of Gatlinburg shall count for all purposes
                        as service under the Plan,  and that all employees  with
                        at least one hour of service with First National Bank of
                        Gatlinburg  who are eligible under the terms of the Plan
                        to  participate  in the Plan shall  enter the Plan as of
                        April 1, 1997, and may elect to begin Elective Deferrals
                        as of that date.

                        The former  First  National  Bank of  Gatlinburg  401(k)
                        Profit  Sharing Plan has been merged into the  BankFirst
                        Plan.  All  contributions  to and  earnings  (losses) on
                        Participant's  First  National Plan accounts are held in
                        separate  transfer accounts subject to the distribution,
                        payment features,  vesting and other requirements of the
                        former First National Plan.

Plan
Administrator:          The Employer is the Plan  Administrator.  Employees with
                        questions may contact C. Suzi Ray at (423) 595-1100.

<PAGE>


                      BANKFIRST 401(K) PROFIT SHARING PLAN

                            SUMMARY PLAN DESCRIPTION

                                TABLE OF CONTENTS

                                        I

                            INTRODUCTION TO YOUR PLAN

                                       II

                       GENERAL INFORMATION ABOUT YOUR PLAN

1. GENERAL PLAN INFORMATION ................................................   1

2. EMPLOYER INFORMATION ....................................................   2

3. PLAN ADMINISTRATOR INFORMATION ..........................................   2
4. PLAN TRUSTEE INFORMATION ................................................   2
5. SERVICE OF LEGAL PROCESS ................................................   3

                                       III

                           PARTICIPATION IN YOUR PLAN

1. ELIGIBILITY REQUIREMENTS ................................................   3

2. PARTICIPATION REQUIREMENTS ..............................................   3

                                       IV

                           CONTRIBUTIONS TO YOUR PLAN

1. EMPLOYER CONTRIBUTIONS TO THE PLAN ......................................   4

<PAGE>

2. PARTICIPANT SALARY REDUCTION ELECTION ...................................   5
3. YOUR SHARE OF EMPLOYER CONTRIBUTIONS ....................................   6
4. COMPENSATION ............................................................   6

5. FORFEITURES .............................................................   7
6. TRANSFERS FROM QUALIFIED PLANS (ROLLOVERS)

                                       V

                            BENEFITS UNDER YOUR PLAN

1. DISTRIBUTION OF BENEFITS UPON NORMAL RETIREMENT ........................    7

2. DISTRIBUTION OF BENEFITS UPON LATE RETIREMENT ..........................    7
3. DISTRIBUTION OF BENEFITS UPON DEATH ....................................    8

4. DISTRIBUTION OF BENEFITS UPON DISABILITY ...............................    8

5. DISTRIBUTION OF BENEFITS UPON TERMINATION OF EMPLOYMENT ................    9

6. VESTING IN YOUR PLAN ...................................................    9

7. BENEFIT PAYMENT OPTIONS ................................................    9

8. HARDSHIP DISTRIBUTION OF BENEFITS ......................................   10

9. TREATMENT OF DISTRIBUTIONS FROM YOUR PLAN ..............................   11

10. DOMESTIC RELATIONS ORDER ..............................................   11

11. PENSION BENEFIT GUARANTY CORPORATION ..................................   12

                                       VI

                              YEAR OF SERVICE RULES

1. YEARS OF SERVICE AND HOURS OF SERVICE ..................................   12
2. 1 - YEAR BREAK IN SERVICE ..............................................   13

<PAGE>

                                       VII

                          YOUR PLAN'S "TOP HEAVY RULES"

1. EXPLANATION OF "TOP HEAVY RULES" .......................................   13

                                      VIII

                    CLAIMS BY PARTICIPANTS AND BENEFICIARIES

1. THE CLAIMS REVIEW PROCEDURE ............................................   14

                                       IX

                            STATEMENT OF ERISA RIGHTS

1. EXPLANATION OF YOUR ERISA RIGHTS .......................................   15

                                        X

                     AMENDMENT AND TERMINATION OF YOUR PLAN

1. AMENDMENT ..............................................................   16
2. TERMINATION ............................................................   16

<PAGE>

                      BANKFIRST 401(K) PROFIT SHARING PLAN

                            SUMMARY PLAN DESCRIPTION

                                        I
                            INTRODUCTION TO YOUR PLAN

      BankFirst has amended your 401(k) Profit Sharing Plan and Trust as of
January 1, 1998. BankFirst continues to recognize the efforts you have made to
its success. This amended 401(k) Profit Sharing Plan and Trust is for the
exclusive benefit of eligible employees and their beneficiaries.

      Your Plan is a "salary reduction plan." It is also called a "401(k) plan."
Under this type of plan, you may choose to reduce your compensation and have
these amounts contributed to this Plan on your behalf.

      The purpose of this Plan is to reward eligible employees for long and
loyal service by providing them with retirement benefits.

      Between now and your retirement, your Employer intends to make
contributions for you and other eligible employees. When you retire, you will be
eligible to receive the value of the amounts which have accumulated in your
account.

      Your Employer has submitted this Plan to the Internal Revenue Service for
approval. The Internal Revenue Service will issue a "determination letter" to
your Employer approving this Plan as a "qualified" retirement plan because this
Plan meets specific legal requirements.

      This Summary Plan Description is a brief description of your Plan and your
rights, obligations, and benefits under that Plan. Some of the statements made
in this Summary Plan Description are dependent upon this Plan being "qualified"
under the provisions of the Internal Revenue Code. This Summary Plan Description
is not meant to interpret, extend, or change the provisions of your Plan in any
way. The provisions of your Plan may only be determined accurately by reading
the actual Plan document, including the Adoption Agreement.

      A copy of your Plan and the Adoption Agreement are on file at your
Employer's office and may be read by you, your beneficiaries, or your legal
representatives at any reasonable time. If you have any questions regarding
either your Plan, the Adoption Agreement or this Summary Plan Description, you
should ask your Plan's Administrator. In the event of any discrepancy between
this Summary Plan Description and the actual provisions of the Plan, the Plan
will govern.

                                       II
                       GENERAL INFORMATION ABOUT YOUR PLAN

      There is certain general information which you may need to know about your
Plan. This information has been summarized for you in this Section.

1.    General Plan Information

      BankFirst 401(k) Profit Sharing Plan is the name of your Plan

      Your Employer has assigned Plan Number 002 to your Plan.


                                       1

<PAGE>

      If you have questions about the Plan after reviewing this summary, please
call Randy Baker at (423) 595-1125 in Knoxville, TN.

      The amended provisions of your Plan become effective on January 1, 1998.

      Your Plan's records are maintained on a twelve-month period of time. This
is known as the Plan Year. The Plan Year begins on January 1st and ends on
December 31st.

      Certain valuations and distributions are made on the Anniversary Date of
your Plan. This date is December 31st.

      The contributions made to your Plan will be held and invested by the
Trustee of your Plan.

      Your Plan and Trust will be governed by ERISA and the laws of the State of
Tennessee.

2.    Employer Information

      Your Employer's name, address and tax identification number are:

      BankFirst
      P.O. Box 10
      Knoxville, TN 37901-0010
      TIN 62-0201360

      Your Plan allows other employers, including Curtis Mortgage Company, Inc.
to adopt these provisions. You or your beneficiaries may examine or obtain a
complete list of employers, if any, who have adopted your Plan by making a
written request to the Administrator.

3.    Plan Administrator Information

      The name, address and business telephone number of your Plan's
administrator are:

      BankFirst
      P.O. Box 10
      Knoxville, TN 37901-0010
     (423) 595-1100

      Your Plan's Administrator keeps the records for the Plan and is
responsible for the administration of the Plan. The Administrator has
discretionary authority to construe the terms of the Plan and make
determinations on questions which may affect your eligibility for benefits. Your
Plan's Administrator will also answer any questions you may have about your
Plan.

4.    Plan Trustee Information

      The name of your Plan's Trustee is:

      BankFirst


                                       2

<PAGE>

      The principal place of business of your Plan's Trustee is:

      625 Market Street
      Knoxville, TN 37902

      Your Plan's Trustee has been designated to hold and invest Plan assets for
the benefit of you and other Plan participants. The trust fund established by
the Plan's Trustee will be the funding medium used for the accumulation of
assets from which benefits will be distributed.

5.    Service of Legal Process

      The name and address of your Plan's agent for service of legal process
are:

      BankFirst
      PO Box 10
      Knoxville, TN 37901-0010

      Service of legal process may also be made upon the Trustee or
Administrator.

                                       III
                           PARTICIPATION IN YOUR PLAN

      Before you become a member or a "participant" in the Plan, there are
certain eligibility and participation rules which you must meet. These rules are
explained in this Section.

1.    Eligibility Requirements

      You will be eligible to participate in the Plan if you have completed
one-half Year of Service and have attained age 18.

      You will have completed one-half of one Year of Service if you are in the
employ of your Employer six (6) months after your employment commencement date.
Continuous service with an entity acquired by or merged with BankFirst or its
related entities counts for eligibility purposes in certain cases.

2.    Participation Requirements

      Once you have satisfied your Plan's eligibility requirements, your next
step will be to actually become a member or a "participant" in the Plan. You
will become a participant on a specified day of the Plan Year. This day is
called the Effective Date of Participation.

      You will become a participant on the earlier of the first day of the Plan
Year or the first day of the seventh month of the Plan Year coinciding with or
next following the date you satisfy your Plan's eligibility requirements.

      For employees of newly acquired entities, one-time special entry dates may
apply. The Plan Administrator will advise you if a special entry date applies to
you.


                                        3

<PAGE>

                                       IV
                           CONTRIBUTIONS TO YOUR PLAN

1.    Employer Contributions to the Plan

      Each year, your employer will contribute to your Plan the following
amounts:

      (a)   The total amount of the salary reduction you elected to defer. (See
            the Section in this Article entitled "Participant Salary Reduction
            Election.")

      (b)   A discretionary matching contribution equal to a percentage of the
            amount of the salary reduction you elected to defer, which
            percentage will be determined each year by the Employer.

      For a participant to qualify for a matching contribution, the following
conditions apply:

      o     If you complete at least 1,000 hours of service during the Plan
            Year, you will share in the allocation.

      o     You will share in the matching contributions for the year regardless
            of the number of Hours of Service credited in the year of your
            death, disability or retirement.

      These rules may have been different for Plan Years beginning prior to the
date your Employer actually adopted this amendment. You should refer to any
prior Summary Plan Description or your Administrator if you have any questions.

      (c)   On behalf of each participant a special discretionary contribution
            equal to a percentage of your compensation. This contribution is not
            required, but if such a contribution is made the percentage
            contributed will be determined each year by the Employer.

      (d)   A discretionary amount in addition to the special contribution,
            which amount, if any, will be determined each year by your Employer.

      For a participant to qualify for the discretionary and special
contributions, the following conditions apply:

      o     If you complete at least 1,000 hours of service during the Plan
            Year, you will share in the allocation.

      o     You will share for the year regardless of the number of Hours of
            Service credited in the year of your death, disability or
            retirement.

            These rules may have been different for Plan years beginning prior
      to the date your Employer actually adopted this amendment. You should
      refer to any prior Summary Plan Description or your Administrator if you
      have any questions.

      Service with an entity acquired by, or merged with BankFirst or its
related entities counts for accrual purposes in certain cases.


                                       4

<PAGE>

2.    Participant Salary Reduction Election

      As a participant, you may elect to defer up to 15% of your compensation
each year instead of receiving that amount in cash. However, your total
deferrals in any taxable year may not exceed a dollar limit which is set by law.
The limit for 1998 is $10,000. This limit will be increased in future years for
cost of living changes.

      You may elect to defer your salary as of January 1 and July 1. Such
election will become effective as soon as administratively feasible. Your
election will remain in effect until you modify or terminate it. You may modify
your election as of January 1 and July 1 of any year. The modification will
become effective as soon as administratively feasible.

      The amount you elect to defer, and any earnings on that amount, will not
be subject to income tax until actually distributed to you. The deferral will,
however, be subject to Social Security taxes at all times.

      You should also be aware that the annual dollar limit is an aggregate
limit which applies to all deferrals you may make under this plan or other cash
or deferred arrangements (including tax-sheltered 403(b) annuity contracts,
simplified employee pensions or other 401(k) plans in which you may be
participating). Generally, if your total deferrals under all cash or deferred
arrangements for a calendar year exceed the annual dollar limit, the excess must
be included in your income for the year. For this reason, it is desirable to
request in writing that the excess deferrals be returned to you. If you fail to
request such a return, you may be taxed a second time when the excess deferral
is ultimately distributed from the Plan.

      You must decide which plan or arrangement you would like to have return
the excess. If you decide that the excess should be distributed from this Plan,
you should communicate this in writing to the Administrator no later than the
March 1st following the close of the calendar year in which such excess
deferrals were made. The Administrator may then return the excess deferral and
any earnings to you by April 15th.

      In the event you receive a hardship distribution from your deferrals to
this Plan or any other plan maintained by your Employer, you will not be allowed
to make additional salary reductions for a period of twelve (12) months after
you receive the distribution. Furthermore, the dollar limitation set by law with
respect to your taxable year following the year in which you received the
distribution, will be reduced by your salary reductions, if any, for the taxable
year of the distribution.

      You will always be 100% vested in the amount you deferred. This means that
you will always be entitled to all of the deferred amount. This money will,
however, be affected by any investment gains or losses. If the Trustee invested
this money and there was a gain, the balance in your account would increase. Of
course, if there was a loss, the balance in your account would decrease.

      Distributions from your deferred account are not permitted before age 59
1/2 EXCEPT in the event of:

      (a)   death;

      (b)   disability;

      (c)   termination of employment; or

      (d)   reasons of proven financial hardship (See the Section in Article V
            entitled "Hardship Distribution of Benefits").


                                        5

<PAGE>

      In addition, if you are a highly compensated employee (generally owners,
officers or individuals receiving wages in excess of certain amounts established
by law), a distribution from your deferred account or certain excess
contributions may be required to comply with the law. The Administrator will
notify you when a distribution is required.

3.    Your Share of Employer Contributions

      Your Employer will allocate the amount you elect to defer to an account
maintained on your behalf.

      If you are eligible, your Employer will also allocate the matching
contribution and the special contribution made to the Plan on your behalf. (See
the Section in this Article entitled "Employer Contributions to the Plan.")

      Your Employer's discretionary contribution will be "allocated" or divided
among participants eligible to share in the contribution for the Plan Year. Your
share of the contribution will depend upon how much compensation you received
during the year and the compensation received by other eligible participants.

      Your share of your Employer's discretionary contribution is determined by
the following fraction:

        Employer's            X              Your compensation
Discretionary Contribution          ----------------------------------
                                        Total Compensation of All
                                     Participants Eligible to Share

      For example:

      Suppose the Employer's discretionary contribution for the Plan Year is
      $20,000. Employee A's compensation for the Plan Year is $25,000. The total
      compensation of all participants eligible to share, including Employee A,
      is $800,000. Employee A's share will be:

                          X    $25,000
                               --------
               $20,000         $800,000 or $625.00

      In addition to the Employer's contribution made to your account, your
account will be credited annually with a share of the investment earnings or
losses of the trust fund.

      You should also be aware that the law imposes certain limits on how much
money may be allocated to your account for a year. These limits are extremely
complex, but generally no more than the lesser of $30,000 or 25% of your
compensation may be allocated to you (excluding earnings) in any year. The
Administrator will inform you if these limits have affected you.

4.    Compensation

      For the purposes of your Plan, compensation has a special meaning.
Compensation is defined as your total salary, wages and other amounts which are
includable in your income for purposes of income taxes that is paid during the
Plan Year.

      In addition, salary reduction contributions to any cafeteria plan, tax
sheltered annuity, SEP or 401(k) plan will be included as compensation for Plan
purposes.


                                        6

<PAGE>

      For the first year of your participation in the Plan, your compensation
will be recognized for benefit purposes for the entire Plan Year.

      For the Plan Year 1998, the Plan, by law, cannot recognize compensation in
excess of $160,000. This amount will be adjusted in future years for cost of
living increases. It will also be applied to certain highly compensated
employees, and their family members as if they were a single participant. If you
or a member of your family may be affected by this rule, ask your Administrator
for further details.

5.    Forfeitures

      Forfeitures are created when participants terminate employment before
becoming entitled to their full benefits under the Plan. Your account may grow
from the forfeitures of other participants. Forfeitures will be "allocated" or
divided among participants eligible to share for a Plan Year. However, a portion
of forfeited amounts will be used to reduce your Employer's contributions to the
Plan.

6.    Transfers From Qualified Plans (Rollovers)

      At the discretion of the Administrator. You may be permitted to deposit
into your Plan distributions you have received from other plans. Such a deposit
is called a "rollover" and may result in tax savings to you. You should consult
qualified counsel to determine if a rollover is in your best interest.

      Your rollover will be placed in a separate account called a "participant's
rollover account." The Administrator may establish rules for investment.

      You will always be 100% vested in your "rollover account." This means that
you will always be entitled to all of your rollover contributions. Rollover
contributions will be affected by any investment gains or losses. If the Trustee
invested this money and there was a gain, the balance in your account would
increase. Of course, if there was a loss from an investment, the balance in your
account would decrease.

                                        V
                            BENEFITS UNDER YOUR PLAN

1.    Distribution of Benefits Upon Normal Retirement

      Your Normal Retirement Date is the first day of the month coinciding with
or next following your 65th birthday (Normal Retirement Age).

      At your Normal Retirement Age, you will be entitled to 100% of your
account balance. Payment of your benefits will begin as soon as practicable
following your Normal Retirement Date.

2.    Distribution of Benefits Upon Late Retirement

      You may remain employed past your Plan's Normal Retirement Date and retire
instead on your Late Retirement Date. Your Late Retirement Date is the first day
of the month coinciding with or next following the date you choose to retire
after first having reached your Normal Retirement Date. On your Late Retirement
Date, you will be entitled to 100% of your account balance. Actual benefit
payments will begin as soon as practicable following your Late Retirement Date.


                                       7

<PAGE>

3.    Distribution of Benefits Upon Death

      Your beneficiary will be entitled to 100% of your account balance upon
your death.

      If you are married at the time of your death, your spouse will be the
beneficiary of the death benefit, unless you otherwise elect in writing on a
form to be furnished to you by the Administrator. IF YOU WISH TO DESIGNATE A
BENEFICIARY OTHER THAN YOUR SPOUSE, HOWEVER, YOUR SPOUSE MUST IRREVOCABLY
CONSENT TO WAIVE ANY RIGHT TO THE DEATH BENEFIT. YOUR SPOUSE'S CONSENT MUST BE
IN WRITING, BE WITNESSED BY A NOTARY OR A PLAN REPRESENTATIVE AND ACKNOWLEDGE
THE SPECIFIC NONSPOUSE BENEFICIARY.

      If, however,

      (a)   your spouse had validly waived any right to the death benefit in the
            manner outlined above,

      (b)   your spouse cannot be located; or

      (c)   you are not married at the time of your death,

then your death benefit will be paid to the beneficiary of your own choosing in
installments or as a single lump sum, as you or your beneficiary may elect. You
may designate the beneficiary on a form supplied to you by the Administrator. If
you change your designation, your spouse must again consent to the change.

      Regardless of the method of distribution selected, your entire death
benefit must generally be paid to your beneficiaries within five years after
your death (the "5-year rule"). However, if your designated beneficiary is a
person (instead of your estate or most trusts), then your beneficiary may elect
to have minimum distributions begin within one year of your death and it may be
paid over the designated beneficiary's life expectancy (the "l-year rule"). If
your spouse is the beneficiary, then under the "1-year rule" the start of
payments may be delayed until the year in which you would have attained age 70
1/2 The election to have death benefits distributed under the "l-year rule"
instead of the "5-year rule" must be made no later than the time at which
minimum distributions must commence under the "1-year rule" (or, in the case of
a surviving spouse, the "5-year rule" if earlier).

      Since your spouse participates in these elections and has certain rights
in the death benefit, you should immediately report any change in your marital
status to the Administrator.

4.    Distribution of Benefits Upon Disability

      Under your Plan, disability is defined as the inability to engage in any
gainful activity by reason of any medically determinable physical or mental
impairment that can be expected to result in death or which has lasted or can be
expected to last for a continuous period of not less than 12 months, as
supported by medical evidence.

      If you become disabled while a participant, you will be entitled to 100%
of your account balance. Payment of your disability benefits will be made to you
as if you had retired. (See the Section in the Article entitled "Benefit Payment
Options.")


                                       8

<PAGE>

5.    Distribution of Benefits Upon Termination of Employment

      Your Plan is designed to encourage you to stay with your Employer until
retirement. Payment of your account balance under your Plan is generally only
available upon your death, disability or retirement.

      If your employment terminates for reasons other than those listed above,
you will be entitled to receive only your "vested percentage" of your account
balance and the remainder of your account will be forfeited. Only contributions
made by your Employer are subject to forfeiture. (See the Section in this
Article entitle "Vesting in Your Plan.") This will be done in a manner uniformly
and nondiscriminatory established by the Administrator.

      If your vested benefit under the Plan at the time of any prior
distribution exceeded $5,000 or currently exceeds $5,000, you must give written
consent before the distribution may be made. Amounts of $5,000 or less will be
distributed early without the need for consent.

6.    Vesting in Your Plan

      Your "vested percentage" in your account is determined under the following
schedule and is based on vesting Years of Service. You will always, however, be
100% vested upon your Normal Retirement Age. (See the Section in this Article
entitled "Distribution of Benefits Upon Normal Retirement.")

                                Vesting Schedule

             Years of Service                             Percentage
                    1                                         20%
                    2                                         40%
                    3                                         60%
                    4                                         80%
                    5                                        100%
  
      Regardless of this vesting schedule, you are always 100% vested in your
salary reduction amounts contributed to the Plan.

      Additionally, you are always 100% vested in your Employer's special
contributions made to the Plan.

      Your vested percentage will not be less than your vested percentage under
the Plan before this amendment and restatement.

      Years of Service prior to the time you reached age 18 will not be counted
for vesting purposes.

      Service with an entity acquired by, or merged with BankFirst or a related
entity, counts for vesting purposes in certain cases.

7.    Benefit Payment Options

      The Administrator, in accordance with your election, will direct the
distribution of your benefits to you under one or more of the following options:


                                        9

<PAGE>

      (a)   a single lump-sum payment in cash or in property;

      (b)   installments over a period of not more than your assumed life
            expectancy (or your and your beneficiary's assumed life
            expectancies) determined at the time of distribution. You may also
            elect to have your life expectancy and the life expectancy of a
            designated beneficiary who is your spouse recalculated each year.
            You must make this election before the time that distributions are
            to begin. Failure to make this election will result in life
            expectancies not being recalculated.

      GENERALLY, WHENEVER A DISTRIBUTION IS TO BE MADE TO YOU ON OR BEFORE AN
ANNIVERSARY DATE, IT MAY BE POSTPONED BY THE PLAN FOR A PERIOD OF UP TO 180
DAYS, FOR ADMINISTRATIVE CONVENIENCE. HOWEVER, UNLESS YOU ELECT IN WRITING TO
DEFER THE RECEIPT OF BENEFITS, NO DISTRIBUTION MAY BEGIN LATER THAN THE 60TH DAY
AFTER THE CLOSE OF THE PLAN YEAR IN WHICH THE LATEST OF THE FOLLOWING EVENTS
OCCURS:

      (a)   the date on which you reach the age of 65 or your Normal Retirement
            Age;

      (b)   the 10th anniversary of the year in which you became a participant
            in the plan;

      (c)   the date you terminated employment with your Employer.

      Regardless of whether you elect to delay the receipt of benefits, there
are other rules which generally require the minimum payments to begin no later
than the April 1st following the year in which you reach age 70 1/2 unless you
are still employed by BankFirst, and if you are not a 5% stockholder. You should
see the Administrator if you feel you may be affected by this rule.

8.    Hardship Distribution of Benefits

      The Administrator may direct the Trustee to distribute up to 100% of your
account balance attributable to your salary reduction election in the event of
immediate and heavy financial need. This hardship distribution is not in
addition to your other benefits and will therefore reduce the value of the
benefits you will receive at normal retirement.

      Withdrawal will be authorized only if the distribution is to be used for
one of the following purposes:

      (a)   The payment of medical expenses (described in Section 213(d) of the
            Internal Revenue Code) previously incurred by you or your dependent
            or necessary for you or your dependent to obtain medical care;

      (b)   The costs directly related to the purchase of your principal
            residence (excluding mortgage payments);

      (c)   The payment of tuition and related educational fees for the next
            twelve (12) months of post-secondary education for yourself, your
            spouse or dependent;

      (d)   The payment necessary to prevent your eviction from you principal
            residence or foreclosure on the mortgage of your principal
            residence.

      There are restrictions placed on hardship distributions which are made
from certain accounts. These accounts are generally the accounts which receive
your salary reduction contributions and other Employer contributions which are
used to satisfy special rules that apply to 401(k) plans. Any hardship
distribution from these accounts will be limited to your salary reduction
contributions. Ask your administrator if you need further details.


                                       10

<PAGE>

      In addition, a distribution will be made from these accounts only if you
certify and agree that all of the following conditions are satisfied:

      (a)   The distribution is not in excess of the amount of your immediate
            and heavy financial need;

      (b)   You have obtained all distributions, other than hardship
            distributions, and all nontaxable loans currently available under
            all plans maintained by your Employer;

      (c)   That your elective contributions and employee contributions will be
            suspended for at least twelve ( 12) months after your receipt of the
            hardship distribution; and

      (d)   That you will not make elective contributions for your taxable year
            immediately following the taxable year of the hardship distribution,
            except to the extent permitted by the Plan.

9.    Treatment of Distributions From Your Plan

      Whenever you receive a distribution from your Plan, it will normally be
subject to income taxes. You may, however, reduce, or defer entirely, the tax
due on your distribution through use of one of the following methods:

      (a)   The rollover of all or a portion of the distribution to an
            Individual Retirement Account (IRA) or another qualified employer
            plan. This will result in no tax being due until you begin
            withdrawing funds from the IRA or other qualified employer plan. The
            rollover of the distribution, however, MUST be made within strict
            time frames (normally, within 60 days after you receive your
            distribution). Under certain circumstances all or a portion of a
            distribution may not qualify for this rollover treatment. In
            addition, most distributions will be subject to mandatory federal
            income tax withholding at a rate of 20%. This will reduce the amount
            you actually receive. For this reason, if you wish to roll over all
            or a portion of your distribution amount, the direct transfer option
            described in paragraph (b) below would be the better choice.

      (b)   You may request that a direct transfer of all or a portion of your
            distribution amount be made to either an Individual Retirement
            Account (IRA) or another qualified employer plan willing to accept
            the transfer. A direct transfer will result in no tax being due
            until you withdraw funds from the IRA or other qualified employer
            plan. Like the rollover, under certain circumstances all or a
            portion of the amount to be distributed may not qualify for this
            direct transfer. If you elect to actually receive the distribution
            rather than request a direct transfer, then in most cases 20% of the
            distribution amount will be withheld for federal income tax
            purposes.

      (c)   The election of favorable income tax treatment under "10-year
            forward averaging," "5-year forward averaging" or, if you quality,
            "capital gains" method of taxation.

      WHENEVER YOU RECEIVE A DISTRIBUTION, THE ADMINISTRATOR WILL DELIVER TO YOU
A MORE DETAILED EXPLANATION OF THESE OPTIONS. HOWEVER, THE RULES WHICH DETERMINE
WHETHER YOU QUALIFY FOR FAVORABLE TAX TREATMENT ARE VERY COMPLEX. YOU SHOULD
CONSULT WITH QUALIFIED TAX COUNSEL BEFORE MAKING A CHOICE.

10.   Domestic Relations Order


                                       11

<PAGE>

      As a general rule, your interest in your account including your "vested
interest," may not be alienated. This means that your interest may not be sold,
used as collateral for a loan, given away or otherwise transferred. In addition,
your creditors may not attach, garnish or otherwise interfere with your account.

      There is an exception, however, to this general rule. The Administrator
may be required by law to recognize obligations you incur as a result of court
ordered child support or alimony payments. The Administrator must honor a
"qualified domestic relations order." A "qualified domestic relations order" is
defined as a decree or order issued by a court that obligates you to pay child
support or alimony, or otherwise allocates a portion of your assets in the Plan
to your spouse, former spouse, child or other dependent. If a qualified domestic
relations order is received by the Administrator, all or a portion of your
benefits may be used to satisfy the obligation. The Administrator will determine
the validity of any domestic relations order received.

11.   Pension Benefit Guaranty Corporation

      Benefits provided by your Plan are NOT insured by the Pension Benefit
Guaranty Corporation (PBGC) under Title IV of the Employee Retirement Income
Security Act of 1974 because the insurance provisions under ERISA are not
applicable to your Plan.

                                       VI
                              YEAR OF SERVICE RULES

1.    Year of Service and Hour of Service

      You will have completed a Year of Service for vesting purposes if you are
credited with 1000 Hours of Service during a Plan Year, even if you were not
employed on the first or last day of the Plan Year.

      You will have completed a Year of Service for purposes of sharing in
Employer contributions if you are credited with 1000 Hours of Service during a
Plan Year.

      Also, for the purposes of the Plan, your Years of Service with First
Heritage Bank, First National Bank of Gatlinburg, Curtis Mortgage Co. Inc., or
any other entity which is acquired in the future through a merger or acquisition
by the plan sponsor or any other controlled group member will be recognized.

      An "Hour of Service" has a special meaning for Plan purposes. You will be
credited with an Hour of Service for:

      (a)   each hour for which you are directly or indirectly compensated by
            your Employer for the performance of duties during the Plan Year;

      (b)   each hour for which you are directly or indirectly compensated by
            your Employer for reasons other than performance of duties (such as
            vacation, holidays, sickness, disability, lay-off, military duty,
            jury duty or leave of absence during the Plan Year); and

      (c)   each hour for back pay awarded or agreed to by your employer.

      You will not be credited for the same Hours of Service both under (a) or
(b), as the case may be, and under (c).


                                       12

<PAGE>

2.    1-Year Break in Service

      A l-Year Break in Service is a computation period during which you have
not completed more than 500 Hours of Service with your Employer.

     A 1-Year  Break in Service  does NOT  occur,  however,  in the  computation
 period in which you enter or leave the Plan for reasons of:

      (a)   an authorized leave of absence; (b) certain maternity or paternity
            absences.

      The Administrator will be required to credit you with Hours of Service for
a maternity or paternity absence. These are absences taken on account of
pregnancy, birth, or adoption of your child. No more than 501 Hours of Service
will be credited for this purpose and these Hours of Service will be credited
solely to avoid your incurring a 1-Year Break in Service. The Administrator may
require you to furnish proof that your absence qualifies as a maternity or
paternity absence.

      These break in service rules may be illustrated by the following examples:

      Employee A works 300 hours in a Plan Year. At the end of the Plan Year,
      Employee A will have a 1-Year Break in Service because she has worked less
      than 501 hours in a Plan Year. Employee B works 300 hours in a Plan Year
      and takes an authorized leave of absence for which he is credited with an
      additional 250 hours. Employee B will NOT have a 1-Year Break in Service
      because he is credited with more than 500 hours in a Plan Year.

      If you are reemployed after a 1-Year Break in Service and were vested in
any portion of your account derived from Employer contributions, you will
receive credit for all Years of Service credited to you before your 1-Year Break
in Service.

      If you do not have a "vested interest" in the Employer contributions
allocated to your account when you terminate your employment, you will lose
credit for your pre-Break Years of Service when your consecutive 1-Year Breaks
in Service equal or exceed the greater of 5 years, or your pre-break Years of
Service. For example:

      Employee B terminated employment on January 1, 2000 with 2 Years of
      Service. Employee B was not vested at the time of his termination of
      employment. Employee B returns to work on January 1, 2003. Employee B will
      be credited with his 2 pre-break Years of Service because his period of
      termination (3 years) did not exceed 5 years.

                                       VII
                          YOUR PLAN'S "TOP HEAVY RULES"

1.    Explanation of "Top Heavy Rules"

      A 401(k) Profit Sharing Plan that primarily benefits "key employees" is
called a "top heavy plan." Key employees are certain owners or officers of your
Employer. A Plan is a "top heavy plan," when more than 60% of the contributions
or benefits have been allocated to key employees.


                                       13

<PAGE>

      Each Year, the Administrator is responsible for determining whether your
plan is a "top-heavy plan."

      If your Plan becomes top heavy in any Plan Year, then non-key employees
will be entitled to certain "top heavy minimum benefits," and other special
rules will apply. Among, these top heavy rules are the following:

      (a)   Your Employer may be required to make a contribution equal to 3% of
            your compensation to your account;

      (b)   If you are a participant in more than one Plan, you may not be
            entitled to minimum benefits under both Plans.

                                      VIII
                    CLAIMS BY PARTICIPANTS AND BENEFICIARIES

      Benefits will be paid to participants and their beneficiaries without the
necessity of formal claims. You or your beneficiaries, however, may make a
request for any Plan benefits to which you may be entitled. Any such request
must be made in writing, and it should be made to the Administrator. (See the
Article in this Summary entitled "GENERAL INFORMATION ABOUT YOUR PLAN.")

      Your request for Plan benefits will be considered a claim for Plan
benefits, and it will be subject to a full and fair review. If your claim is
wholly or partially denied, the Administrator will furnish you with a written
notice of this denial. This written notice must be provided to you within a
reasonable period of time (generally 90 days) after the receipt of your claim by
the Administrator. The written notice must contain the following information:

      (a)   the specific reason or reasons for the denial;

      (b)   specific reference to those Plan provisions on which the denial is
            based;

      (c)   a description of any additional information or material necessary to
            correct your claim and an explanation of why such material or
            information is necessary; and

      (d)   appropriate information as to the steps to be taken if you or your
            beneficiary wishes to submit your claim for review.

      If notice of the denial of a claim is not furnished to you in accordance
with the above within a reasonable period of time, your claim will be deemed
denied. You will then be permitted to proceed to the review stage described in
the following paragraphs.

      If your claim has been denied, and you wish to submit your claim for
review, you must follow the Claims Review Procedure.

1.    The Claims Review Procedure

      (a)   Upon the denial of your claim for benefits, you may file your claim
            for review, in writing, with the Administrator.

      (b)   YOU MUST FILE THE CLAIM FOR REVIEW NO LATER THAN 60 DAYS AFTER YOU
            HAVE RECEIVED WRITTEN NOTIFICATION OF THE DENIAL OF YOUR CLAIM FOR
            BENEFITS OR, IF NO WRITTEN DENIAL OF YOUR CLAIM WAS PROVIDED, NO
            LATER THAN 60 DAYS AFTER THE DEEMED DENIAL OF YOUR CLAIM.

      (c)   You may review all pertinent documents relating to the denial of
            your claim and submit any issues and comments, in writing, to the
            Administrator.


                                       14

<PAGE>

      (d)   Your claim for review must be given a full and fair review. If your
            claim is denied, the Administrator must provide you with written
            notice of this denial within 60 days after the Administrator's
            receipt of your written claim for review. There may be times when
            this 60-day period may be extended. This extension my only be made,
            however, where there are special circumstances which are
            communicated to you in writing within the 60-day period. If there is
            an extension, a decision will be made as soon as possible, but not
            later than 120 days after receipt by the Administrator of your claim
            for review.

      (e)   The Administrator's decision on your claim for review will be
            communicated to you in writing and will include specific references
            to the pertinent Plan provisions on which the decision was based.

      (f)   If the Administrator's decision on review is not furnished to you
            within the time limitations described above, your claim will be
            deemed denied on review.

      (g)   If benefits are provided or administered by an insurance company,
            insurance service, or other similar organization which is subject to
            regulation under the insurance laws, the claims procedure relating
            to these benefits may provide for review. If so, that company,
            service, or organization will be the entity to which claims are
            addressed. If you have any questions regarding the proper person or
            entity to address claims, you should ask the Administrator.

                                       IX
                            STATEMENT OF ERISA RIGHTS

1.    Explanation of Your ERISA Rights

      As a participant in this Plan you are entitled to certain rights and
protections under the Employee Retirement Income Security Act of 1974, also
called ERISA. ERISA provides that all Plan participants are entitled to:

      (a)   examine, without charge, all Plan documents, including:

            (1)   insurance contracts;

            (2)   collective bargaining agreements; and

            (3)   copies of all documents filed by the Plan with the U.S.
                  Department of Labor, such as detailed annual reports.

                 This examination may take place at the Administrator's office 
      and at other specified employment locations of the Employer. (See Article
      in this Summary entitled "GENERAL INFORMATION ABOUT YOUR PLAN");

      (b)   obtain copies of all Plan documents and other Plan information upon
            written request to the Plan administrator. The Administrator may
            make a reasonable charge for the copies;

      (c)   receive a summary of the Plan's annual financial report. The
            Administrator is required by law to furnish each participant with a
            copy of the summary annual report;

      (d)   obtain a statement telling you whether you have a right to receive a
            retirement benefit at Normal Retirement Age and, if so, what your
            benefits would be at Normal Retirement Age if you stop working under
            the Plan now. If you do not have a right to a retirement benefit,
            the statement will tell you how many years you have to work to get a
            right to a retirement benefit. THIS STATEMENT MUST BE REQUESTED IN
            WRITING AND IS NOT REQUIRED TO BE


                                       15

<PAGE>

            GIVEN MORE THAN ONCE A YEAR. The Plan must provide the statement
            free of charge.

      In addition to creating rights for Plan participants, ERISA imposes duties
upon the people who are responsible for the operation of the Plan. The people
who operate your Plan, called "fiduciaries" of the Plan, have a duty to do so
prudently and in the interest of you and other Plan participants and
beneficiaries. No one, including your employer or any other person, may fire you
or otherwise discriminate against you in any way to prevent you from obtaining a
pension benefit or exercising your rights under ERISA.

      If your claim for a retirement benefit is denied in whole or in part, you
must receive a written explanation of the reason for the denial. You have he
right to have the Administrator review and reconsider your claim. (See the
Article in this Summary entitled "CLAIMS BY PARTICIPANTS AND BENEFICIARIES.")

      Under ERISA, there are steps you can take to enforce the above rights, For
instance, if you request materials from the Plan and do not receive them within
30 days, you may file suit in a federal court. In such a case, the court may
require the Administrator to provide the materials and pay you up to $100.00 a
day until you receive the materials, unless the materials were not sent because
of reasons beyond the control of the Administrator.

      If you have a claim for benefits which is denied or ignored, in whole or
in part, you may file suit in a state or federal court.

      If the Plan's fiduciaries misuse the Plan's money, or if you are
discriminated against for asserting your rights, you may seek assistance from
the U.S Department of Labor, or you may file suit in a federal court. The court
will decide who should pay court costs and legal fees. If your are successful,
the court may order the person you have sued to pay these cost and fees. If you
lose, the court may order you to pay these costs and fees if, for example, it
finds your claim is frivolous.

      If you have any questions about this statement, or about your rights under
ERISA, you should contact the nearest Regional Office of the U.S Department of
Labor's Pension and Welfare Benefits Administration.

                                        X
                     AMENDMENT AND TERMINATION OF YOUR PLAN

1.    Amendment

      Your Employer has the right to amend your Plan at any time. In no event,
however, will any amendment:

      (a)   authorize or permit any part of the Plan assets to be used for
            purposes other than the exclusive benefit of participants or their
            beneficiaries; or

      (b)   cause any reduction in the amount credited to your account; or (c)
            cause any part of your Plan assets to revert to the Employer.

2.    Termination

      Your employer has the right to terminate the Plan at any time. Upon
termination, all amounts credited to your accounts will become 100% vested.


                                       16