<PAGE>
                                                                   EXHIBIT 10.12


                     PROTOTYPE DEFINED CONTRIBUTION PLAN AND
                             TRUST/CUSTODIAL ACCOUNT

                                  Sponsored By

                                PW Trust Company

                            Basic Plan Document # 04
<PAGE>
                   BASIC PLAN DOCUMENT 04 TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                                                                          <C>
SECTION ONE DEFINITIONS ...................................................    1
   1.01 ADOPTION AGREEMENT ................................................    1
   1.02 BASIC PLAN DOCUMENT ...............................................    1
   1.03 BENEFICIARY .......................................................    1
   1.04 BREAK IN ELIGIBILITY SERVICE ......................................    1
   1.05 BREAK IN VESTING SERVICE ..........................................    1
   1.06 CODE ..............................................................    1
   1.07 COMPENSATION ......................................................    1
   1.08 CUSTODIAN .........................................................    3
   1.09 DISABILITY ........................................................    3
   1.10 EARLY RETIREMENT AGE ..............................................    3
   1.11 EARNED INCOME .....................................................    3
   1.12 EFFECTIVE DATE ....................................................    3
   1.13 ELIGIBILITY COMPUTATION PERIOD ....................................    3
   1.14 EMPLOYEE ..........................................................    3
   1.15 EMPLOYER ..........................................................    3
   1.16 EMPLOYER CONTRIBUTION .............................................    3
   1.17 EMPLOYMENT COMMENCEMENT DATE ......................................    3
   1.18 EMPLOYER PROFIT SHARING CONTRIBUTION ..............................    3
   1.19 ENTRY DATES .......................................................    4
   1.20 ERISA .............................................................    4
   1.21 FORFEITURE ........................................................    4
   1.22 FUND ..............................................................    4
   1.23 HIGHLY COMPENSATED EMPLOYEE .......................................    4
   1.24 HOURS OF SERVICE -Means ...........................................    4
   1.25 INDIVIDUAL ACCOUNT ................................................    5
   1.26 INVESTMENT FUND ...................................................    5
   1.27 KEY EMPLOYEE ......................................................    5
   1.28 LEASED EMPLOYEE ...................................................    5
   1.29 NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS ..............................    5
   1.30 NORMAL RETIREMENT AGE .............................................    6
   1.31 OWNER-EMPLOYEE ....................................................    6
   1.32 PARTICIPANT .......................................................    6
   1.33 PLAN ..............................................................    6
   1.34 PLAN ADMINISTRATOR ................................................    6
   1.35 PLAN YEAR .........................................................    6
   1.36 PRIOR  PLAN .......................................................    6
   1.37 PROTOTYPE SPONSOR .................................................    6
   1.38 QUALIFYING PARTICIPANT ............................................    6
   1.39 RELATED EMPLOYER ..................................................    6
   1.40 RELATED EMPLOYER PARTICIPATION AGREEMENT ..........................    6
</TABLE>
<PAGE>
<TABLE>
<S>                                                                          <C>
   1.41 SELF-EMPLOYED INDIVIDUAL ..........................................    6
   1.42 SEPARATE FUND .....................................................    6
   1.43 TAXABLE WAGE BASE .................................................    6
   1.44 TERMINATION OF EMPLOYMENT .........................................    6
   1.45 TOP-HEAVY PLAN ....................................................    7
   1.46 TRUSTEE ...........................................................    7
   1.47 VALUATION DATE ....................................................    7
   1.48 VESTED ............................................................    7
   1.49 YEAR OF ELIGIBILITY SERVICE .......................................    7
   1.50 YEAR OF VESTING SERVICE ...........................................    7
SECTION TWO ELIGIBILITY AND PARTICIPATION .................................    7
   2.01 ELIGIBILITY TO PARTICIPATE ........................................    7
   2.02 PLAN ENTRY ........................................................    7
   2.03 TRANSFER TO OR FROM INELIGIBLE CLASS ..............................    8
   2.04 RETURN AS A PARTICIPANT AFTER BREAK IN ELIGIBILITY SERVICE ........    8
   2.05 DETERMINATIONS UNDER THIS SECTION .................................    8
   2.06 TERMS OF EMPLOYMENT ...............................................    8
   2.07 SPECIAL RULES WHERE ELAPSED TIME METHOD IS BEING USED .............    8
   2.08 ELECTION NOT TO PARTICIPATE .......................................    9
SECTION THREE CONTRIBUTIONS ...............................................    9
   3.01 EMPLOYER CONTRIBUTIONS ............................................    9
   3.02 NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS ..............................   12
   3.03 ROLLOVER CONTRIBUTIONS ............................................   12
   3.04 TRANSFER CONTRIBUTIONS ............................................   12
   3.05 LIMITATION ON ALLOCATIONS .........................................   12
SECTION FOUR INDIVIDUAL ACCOUNTS OF PARTICIPANTS AND VALUATION ............   16
   4.01 INDIVIDUAL ACCOUNTS ...............................................   16
   4.02 VALUATION OF FUND .................................................   16
   4.03 VALUATION OF INDIVIDUAL ACCOUNTS ..................................   16
   4.04 MODIFICATION OF METHOD FOR VALUING INDIVIDUAL ACCOUNTS ............   18
   4.05 SEGREGATION OF ASSETS .............................................   18
   4.06 STATEMENT OF INDIVIDUAL ACCOUNTS ..................................   18
SECTION FIVE TRUSTEE OR CUSTODIAN .........................................   18
   5.01 CREATION OF FUND ..................................................   18
   5.02 INVESTMENT AUTHORITY ..............................................   18
   5.03 FINANCIAL ORGANIZATION CUSTODIAN OR TRUSTEE WITHOUT FULL
        TRUST POWERS ......................................................   18
   5.04 FINANCIAL ORGANIZATION TRUSTEE WITH FULL TRUST POWERS AND
        INDIVIDUAL TRUSTEE ................................................   19
   5.05 DIVISION OF FUND INTO INVESTMENT FUNDS ............................   20
   5.06 COMPENSATION AND EXPENSES .........................................   20
   5.07 NOT OBLIGATED TO QUESTION DATA ....................................   21
   5.08 LIABILITY FOR WITHHOLDING ON DISTRIBUTIONS ........................   21
   5.09 RESIGNATION OR REMOVAL OF TRUSTEE (OR CUSTODIAN) ..................   21
   5.10 DEGREE OF CARE -LIMITATIONS OF LIABILITY ..........................   21
   5.11 INDEMNIFICATION OF PROTOTYPE SPONSOR AND TRUSTEE
        (OR CUSTODIAN) ....................................................   22
</TABLE>
<PAGE>
<TABLE>
<S>                                                                          <C>
   5.12 INVESTMENT MANAGERS ...............................................   22
   5.13 MATTERS RELATING TO INSURANCE .....................................   22
   5.14 DIRECTION OF INVESTMENTS BY PARTICIPANT ...........................   23
SECTION SIX VESTING AND DISTRIBUTION ......................................   23
   6.01 DISTRIBUTION TO PARTICIPANT .......................................   23
   6.02 FORM OF DISTRIBUTION TO A PARTICIPANT .............................   26
   6.03 DISTRIBUTIONS UPON THE DEATH OF A PARTICIPANT .....................   27
   6.04 FORM OF DISTRIBUTION TO BENEFICIARY ...............................   28
   6.05 JOINT AND SURVIVOR ANNUITY REQUIREMENTS ...........................   28
   6.06 DISTRIBUTION REQUIREMENTS .........................................   31
   6.07 ANNUITY CONTRACTS .................................................   35
   6.08 LOANS TO PARTICIPANTS .............................................   35
   6.09 DISTRIBUTION IN KIND ..............................................   36
   6.10 DIRECT ROLLOVERS OF ELIGIBLE ROLLOVER DISTRIBUTIONS ...............   36
   6.11 PROCEDURE FOR MISSING PARTICIPANTS OR BENEFICIARIES ...............   36
SECTION SEVEN CLAIMS PROCEDURE ............................................   36
   7.01 FILING A CLAIM FOR PLAN DISTRIBUTIONS .............................   36
   7.02 DENIAL OF CLAIM ...................................................   37
   7.03 REMEDIES AVAILABLE ................................................   37
SECTION EIGHT PLAN ADMINISTRATOR ..........................................   37
   8.01 EMPLOYER IS PLAN ADMINISTRATOR ....................................   37
   8.02 POWERS AND DUTIES OF THE PLAN ADMINISTRATOR .......................   37
   8.03 EXPENSES AND COMPENSATION .........................................   38
   8.04 INFORMATION FROM EMPLOYER .........................................   38
SECTION NINE AMENDMENT AND TERMINATION ....................................   38
   9.01 RIGHT OF PROTOTYPE SPONSOR TO AMEND THE PLAN ......................   38
   9.02 RIGHT OF EMPLOYER TO AMEND THE PLAN ...............................   39
   9.03 LIMITATION ON POWER TO AMEND ......................................   39
   9.04 AMENDMENT OF VESTING SCHEDULE .....................................   39
   9.05 PERMANENCY ........................................................   39
   9.06 METHOD AND PROCEDURE FOR TERMINATION ..............................   39
   9.07 CONTINUANCE OF PLAN BY SUCCESSOR EMPLOYER .........................   39
   9.08 FAILURE OF PLAN QUALIFICATION .....................................   40
SECTION TEN MISCELLANEOUS .................................................   40
   10.01 STATE COMMUNITY PROPERTY LAWS ....................................   40
   10.02 HEADINGS .........................................................   40
   10.03 GENDER AND NUMBER ................................................   40
   10.04 PLAN MERGER OR CONSOLIDATION .....................................   40
   10.05 STANDARD OF FIDUCIARY CONDUCT ....................................   40
   10.06 GENERAL UNDERTAKING OF ALL PARTIES ...............................   40
   10.07 AGREEMENT BINDS HEIRS, ETC. ......................................   40
   10.08 DETERMINATION OF TOP-HEAVY STATUS ................................   40
   10.09 SPECIAL LIMITATIONS FOR OWNER-EMPLOYEES ..........................   42
   10.10 INALIENABILITY OF BENEFITS .......................................   42
   10.11 CANNOT ELIMINATE PROTECTED BENEFITS ..............................   42
SECTION ELEVEN 401(K) PROVISIONS ..........................................   43
   11.100 DEFINITIONS .....................................................   43
</TABLE>
<PAGE>
<TABLE>
<S>                                                                          <C>
   11.101 ACTUAL DEFERRAL PERCENTAGE (ADP) ................................   43
   11.102 AGGREGATE LIMIT .................................................   43
   11.103 AVERAGE CONTRIBUTION PERCENTAGE (ACP) ...........................   43
   11.104 CONTRIBUTING PARTICIPANT ........................................   43
   11.105 CONTRIBUTION PERCENTAGE .........................................   43
   11.106 CONTRIBUTION PERCENTAGE AMOUNTS .................................   43
   11.107 ELECTIVE DEFERRALS ..............................................   43
   11.108 ELIGIBLE PARTICIPANT ............................................   44
   11.109 EXCESS AGGREGATE CONTRIBUTIONS ..................................   44
   11.110 EXCESS CONTRIBUTIONS ............................................   44
   11.111 EXCESS ELECTIVE DEFERRALS .......................................   44
   11.112 MATCHING CONTRIBUTION ...........................................   44
   11.113 QUALIFIED NONELECTIVE CONTRIBUTIONS .............................   44
   11.114 QUALIFIED MATCHING CONTRIBUTIONS ................................   44
   11.115 QUALIFYING CONTRIBUTING PARTICIPANT .............................   45
   11.200 CONTRIBUTING PARTICIPANT ........................................   45
   11.201 REQUIREMENTS TO ENROLL AS A CONTRIBUTING PARTICIPANT ............   45
   11.202 CHANGING ELECTIVE DEFERRAL AMOUNTS ..............................   45
   11.203 CEASING ELECTIVE DEFERRALS ......................................   45
   11.204 RETURN AS A CONTRIBUTING PARTICIPANT AFTER
          CEASING ELECTIVE DEFERRALS ......................................   45
   11.205 CERTAIN ONE-TIME IRREVOCABLE ELECTIONS ..........................   45
   11.300 CONTRIBUTIONS ...................................................   45
   11.301 CONTRIBUTIONS BY EMPLOYER .......................................   45
   11.302 MATCHING CONTRIBUTIONS ..........................................   46
   11.303 QUALIFIED NONELECTIVE CONTRIBUTIONS .............................   46
   11.304 QUALIFIED MATCHING CONTRIBUTIONS ................................   46
   11.305 NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS ............................   46
   11.400 NONDISCRIMINATION TESTING .......................................   46
   11.401 ACTUAL DEFERRAL PERCENTAGE TEST (ADP) ...........................   46
   11.402 LIMITS ON NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS
          AND MATCHING CONTRIBUTIONS ......................................   47
   11.500 DISTRIBUTION PROVISIONS .........................................   48
   11.501 GENERAL RULE ....................................................   48
   11.502 DISTRIBUTION REQUIREMENTS .......................................   48
   11.503 HARDSHIP DISTRIBUTION ...........................................   49
   11.504 DISTRIBUTION OF EXCESS ELECTIVE DEFERRALS .......................   49
   11.505 DISTRIBUTION OF EXCESS CONTRIBUTIONS ............................   50
   11.506 DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS ..................   50
   11.507 RECHARACTERIZATION ..............................................   51
   11.508 DISTRIBUTION OF ELECTIVE DEFERRALS IF EXCESS
          ANNUAL ADDITIONS ................................................   51
   11.600 VESTING .........................................................   51
   11.601 100% VESTING ON CERTAIN CONTRIBUTIONS ...........................   51
   11.602 FORFEITURES AND VESTING OF MATCHING CONTRIBUTIONS ...............   51
</TABLE>
<PAGE>
QUALIFIED RETIREMENT PLAN AND TRUST

Defined Contribution Basic Plan Document


SECTION ONE    DEFINITIONS

                  The following words and phrases when used in the Plan with
                  initial capital letters shall for the purpose of this Plan
                  have the meanings set forth below unless the context indicates
                  that other meanings are intended:

         1.01     ADOPTION AGREEMENT

                  Means the document executed by the Employer through which it
                  adopts the Plan and Trust and thereby agrees to be bound by
                  all terms and conditions of the Plan and Trust.

         1.02     BASIC PLAN DOCUMENTATION

                  Means this prototype Plan and Trust document,

         1.03     BENEFICIARY

                  Means the individual or individuals designated pursuant to
                  Section 6.03(A) of the Plan,

         1.04     BREAK IN ELIGIBILITY SERVICE

                  Means a 12 consecutive month period which coincides with an
                  Eligibility Computation Period during which an Employee fails
                  to complete more than 500 Hours of Service (or such lesser
                  number of Hours of Service specified in the Adoption Agreement
                  for this purpose).

         1.05     BREAK IN VESTING SERVICE

                  Means a Plan Year (or other vesting computation period
                  described in Section 1.50) during which an Employee fails to
                  complete more than 500 Hours of Service (or such lesser number
                  of Hours of Service specified in the Adoption Agreement for
                  this purpose).

         1.06     CODE

                  Means the Internal Revenue Code of 1986 as amended from
                  time-to-time.

         1.07     COMPENSATION

                  A.       Basic Definition

                           For Plan Years beginning on or after January 1, 1989,
                           the following definition of Compensation shall apply:

                           As elected by the Employer in the Adoption Agreement
                           (and if no election is made, W-2 wages will be
                           deemed to have been selected), Compensation shall
                           mean one of the following:

                           1.       W-2 wages. Compensation is defined as
                                    information required to be reported under
                                    Sections 6041 and 6051, and 6052 of the Code
                                    (Wages, tips and other compensation as
                                    reported on Form W-2). Compensation is
                                    defined as wages within the meaning of
                                    Section 3401 (a) 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), and 6052 of the Code.
                                    Compensation must be determined without
                                    regard to any rules under Section 3401 (a)
                                    that limit the remuneration included in
                                    wages based on the nature or location of the
                                    employment or the services performed (such
                                    as the exception for agricultural labor in
                                    Section 3401(a)(2)).

                           2.       Section 3401(a) wages. Compensation is
                                    defined as wages within the meaning of
                                    Section 3401(a) 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
<PAGE>
                                    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 salesmen,
                                    compensation for services on the basis of a
                                    percentage of profits, commissions on
                                    insurance premiums, tips, bonuses, fringe
                                    benefits, and reimbursements or other
                                    expense allowances under a nonaccountable
                                    plan (as described in 1.62-2(c>>, and
                                    excluding the following:

                                    a        Employer contributions to a plan of
                                             deferred compensation which are not
                                             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 nonqualified stock option, or
                                             when restricted stock (or property)
                                             held by the Employee either becomes
                                             freely transferable or is no longer
                                             subject to a substantial risk of
                                             forfeiture;

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

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

                           For any Self-Employed Individual covered under the
                           Plan, Compensation will mean Earned Income.

                  B.       Determination Period and Other Rules

                           Compensation shall include only that Compensation
                           which is actually paid to the Participant during the
                           determination period. Except as provided elsewhere in
                           this Plan, the determination period shall be the Plan
                           Year unless the Employer has selected another period
                           in the Adoption Agreement. If the Employer makes no
                           election, the determination period shall be the Plan
                           Year.

                           Unless otherwise indicated in the Adoption Agreement,
                           Compensation shall include any amount which is
                           contributed by the Employer pursuant to a salary
                           reduction agreement and which is not includible in
                           the gross income of the Employee under Sections 125,
                           402(e)(3), 402(h)(1)(B) or 403(b) of the Code.

                           Where this Plan is being adopted as an amendment and
                           restatement to bring a Prior Plan into compliance
                           with the Tax Reform Act of 1986, such Prior Plan's
                           definition of Compensation shall apply for Plan Years
                           beginning before January 1, 1989.

                  C.       Limits On Compensation

                           For years beginning after December 31, 1988 and
                           before January 1, 1994, the annual Compensation of
                           each Participant taken into account for determining
                           311 benefits provided under the Plan for any
                           determination period shall not exceed $200,000 This
                           limitation shall be adjusted by the Secretary at the
                           same time and in the same manner as under Section 4 J
                           5(d) of the Code, except that the dollar increase in
                           effect on January 1 of any calendar year is effective
                           for Plan Years beginning in such calendar year and
                           the first adjustment to the $200,000 limitation is
                           effective on January 1,1990.

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

                           If the period for determining Compensation used in
                           calculating an Employee's allocation for a
                           determination-period is a short Plan Year (i.e.,
                           shorter than 12 months), the annual Compensation
                           limit is an amount equal to the otherwise applicable
                           annual Compensation limit multiplied by a fraction,
                           the numerator of which is the number of months in the
<PAGE>
                           short Plan Year, and the denominator of which is 12.

                           In determining the Compensation of a Participant for
                           purposes of this limitation, the rules of Section
                           414(q)(6) of the Code shall apply, except in applying
                           such rules, the term "family" shall include only the
                           spouse of the Participant and any lineal descendants
                           of the Participant who have not attained age 19
                           before the close of the year. If, as a result of the
                           application of such rules the adjusted $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.

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

         1.08     CUSTODIAN

                  Means an entity specified in the Adoption Agreement as
                  Custodian or any duly appointed successor as provided in
                  Section 5.09.

         1.09     DISABILITY

                  Unless the Employer has elected a different definition in the
                  Adoption Agreement, Disability means 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 12
                  months. The permanence and degree of such impairment shall be
                  supported by medical evidence.

         1.10     EARLY RETIREMENT AGE

                  Means the age specified in the Adoption Agreement The Plan
                  will not have an Early Retirement Age if none is specified in
                  the Adoption Agreement.

         1.11     EARNED INCOME

                  Means the net earnings from self-employment in the trade or
                  business with respect to which the Plan is established, for
                  which persona] services of the individual are a material
                  income-producing factor. Net earnings will be determined
                  without regard to items not included in gross income and the
                  deductions allocable to such items. Net earnings are reduced
                  by contributions 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.

         1.12     EFFECTIVE DATE

                  Means the date the Plan becomes effective as indicated in the
                  Adoption Agreement. However, as indicated in the Adoption
                  Agreement, certain provisions may have specific effective
                  dates. Further, where a separate date is stated in the Plan as
                  of which a particular Plan provision becomes effective, such
                  date will control with respect to that provision

         1.13     ELIGIBILITY COMPUTATION PERIOD

                  An Employee's initial Eligibility Computation Period shall be
                  the 12 consecutive month period commencing on the Employee's
                  Employment Commencement Date. The Employee's subsequent
                  Eligibility Computation Periods shall be the 12 consecutive
                  month periods commencing on the anniversaries of his or her
                  Employment Commencement Date; provided, however, if pursuant
                  to the Adoption Agreement, an Employee is required to complete
                  one or less Years of Eligibility Service to become a
                  Participant, then his or her subsequent Eligibility
                  Computation Periods shall be the Plan Years commencing with
                  the Plan Year beginning during his or her initial Eligibility
                  Computation Period. An Employee, does not complete a Year of
                  Eligibility Service before the end of the 12 consecutive month
                  period regardless of when during such period the Employee
                  completes
<PAGE>
                  the required number of Hours of Service.

         1.14     EMPLOYEE

                  Means any person employed by an Employer maintaining the Plan
                  or of any other employer required to be aggregated with such
                  Employer under Sections 414(b), (c), (m) or (o) of the Code.

                  The term Employee shall also include any Leased Employee
                  deemed to be an Employee of any Employer described in the
                  previous paragraph as provided in Section 414(n) or (o) of the
                  Code.

         1.15     EMPLOYER

                  Means any corporation, partnership, sole-proprietorship or
                  other entity named in the Adoption Agreement and any successor
                  who by merger, consolidation, purchase or otherwise assumes
                  the obligations of the Plan. A partnership is considered to be
                  the Employer of each of the partners and a sole-proprietorship
                  is considered to be the Employer of a sole proprietor. Where
                  this Plan is being maintained by a union or other entity that
                  represents its member Employees in the negotiation of
                  collective bargaining agreements, the term Employer shall mean
                  such union or other entity.

         1.16     EMPLOYER CONTRIBUTION

                  Means the amount contributed by the Employer each year as
                  determined under this Plan.

         1.17     EMPLOYMENT COMMENCEMENT DATE

                  An Employee's Employment Commencement date means the date the
                  Employee first performs an Hour of Service for the Employer.

         1.18     EMPLOYER PROFIT SHARING CONTRIBUTION

                  Means an Employer Contribution made pursuant to the Section of
                  the Adoption Agreement titled "Employer Profit Sharing
                  Contributions. " The Employer may make Employer Profit Sharing
                  Contributions without regard to current or accumulated
                  earnings or profits.

         1.19     ENTRY DATES

                  Means the first day of the Plan Year and the first day of the
                  seventh month of the Plan Year, unless the Employer has
                  specified different dates in the Adoption Agreement.

         1.20     ERISA

                  Means the Employee Retirement Income Security Act of 1974 as
                  amended from time-to-time.

         1.21     FORFEITURE

                  Means that portion of a Participant's Individual Account
                  derived from Employer Contributions which he or she is not
                  entitled to receive (i.e., the nonvested portion).

         1.22     FUND

                  Means the Plan assets held by the Trustee for the
                  Participants' exclusive benefit.

         1.23     HIGHLY COMPENSATED EMPLOYEE

                  The term Highly Compensated Employee includes highly
                  compensated active employees and highly compensated former
                  employees.

                  A highly compensated active employee includes any Employee who
                  performs service for the Employer during the determination
                  year and who, during the look-back year: (a) received
                  Compensation from the Employer in excess of $75,000 (as
                  adjusted pursuant to Section 415(d) of the Code); (b) received
                  Compensation from the Employer in excess of $50,000 (as
                  adjusted pursuant to Section 415(d) of the Code) and was a
                  member of the top-paid group for such year; or (c) was an
                  officer of the Employer and received Compensation during such
                  year that is greater than 50% of the dollar limitation in
                  effect under Section 415(b)(1)(A) of the Code. The term Highly
                  Compensated Employee also includes: (a) Employees who are both
                  described in the preceding sentence if the term "determination
                  year" is substituted for the term "look-back year" and the
                  Employee is one of the 100 Employees who received the most
                  Compensation from the Employer during the determination year;
                  and (b) Employees who are 5% Owners at any time during the
                  look-back year or determination year.

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

                  For this purpose, the determination year shall be the Plan
                  Year The look-back year shall be the 12
<PAGE>
                  month period immediately preceding the determination year.

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

                  If an Employee is, during a determination year or look-back
                  year, a family member of either a 5% owner who is an active or
                  former Employee or a Highly Compensated Employee who is one of
                  the 10 most Highly Compensated Employees ranked on the basis
                  of Compensation paid by the Employer during such year, then
                  the family member and the 5% owner or top 10 Highly
                  Compensated Employee shall be aggregated. In such case, the
                  family member and 5% owner or top 10 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 5% owner or top 10 Highly Compensated
                  Employee. For purposes of this Section, family member includes
                  the spouse, lineal ascendants and descendants of the Employee
                  or former Employee and the spouses of such lineal ascendants
                  and descendants.

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

         1.24     HOURS OF SERVICE -Means

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

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

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

                  D.       Solely for purposes of determining whether a Break in
                           Eligibility Service or a Break in Vesting Service has
                           occurred in a computation period (the computation
                           period for purposes of determining whether a Break in
                           Vesting Service has occurred is the Plan Year or
                           other vesting computation period described in Section
                           1.50), an individual who is absent from work for
                           maternity or paternity reasons shall receive credit
                           for the Hours of Service which would otherwise have
                           been credited to such individual but for such
                           absence, or in any case in which such hours cannot be
                           determined, 8 Hours of Service per day of such
                           absence. For purposes of this paragraph, an absence
                           from work for maternity or paternity reasons means an
                           absence (1) by reason of the pregnancy of the
                           individual, (2) by reason of a birth of a child of
                           the individual, (3) by reason of the placement of a
                           child with the individual in connection with the
                           adoption of such child by such individual, or (4) for
                           purposes of caring for such child for a period
                           beginning immediately following such birth or
                           placement. The Hours of Service credited under this
                           paragraph shall be credited (1) in the Eligibility
                           Computation Period or Plan Year or other vesting
                           computation period described in Section 1.50 in which
                           the absence begins if the crediting is necessary to
                           prevent a Break in Eligibility Service or a Break in
                           Vesting Service in the applicable period, or (2) in
                           all other cases, in the following Eligibility
                           Computation Period or Plan Year or other vesting
                           computation period described in Section 1.50.

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

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

                  F.       Where the Employer maintains the plan of a
                           predecessor employer, service for such predecessor
                           employer shall be treated as service for the
                           Employer.

                  G.       The above method for determining Hours of Service may
                           be altered as specified in the Adoption Agreement.

         1.25     INDIVIDUAL ACCOUNT

                  Means the account established and maintained under this Plan
                  for each Participant in accordance with Section 4.01.

         1.26     INVESTMENT FUND

                  Means a subdivision of the Fund established pursuant to
                  Section 5.05.

         1.27     KEY EMPLOYEE

                  Means any person who is determined to be a Key Employee under
                  Section 10.08.

         1.28     LEASED EMPLOYEE

                  Means 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
                  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 (1) such employee is covered by a money purchase
                  pension plan providing: (a) a nonintegrated employer
                  contribution rate of at least 10% of compensation, as defined
                  in Section 415(c)(3) of the Code, but including amounts
                  contributed pursuant to a salary reduction agreement which are
                  excludable from the employee's gross income under Section 125,
                  Section 402(e)(3), Section 402(h)(1)(B) or Section 403(b) of
                  the Code, (b) immediate participation, and (c) full and
                  immediate vesting; and (2) Leased Employees do not constitute
                  more than 20% of the recipient's nonhighly compensated work
                  force.

         1.29     NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS

                  Means 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.

         1.30     NORMAL RETIREMENT AGE

                  Means the age specified in the Adoption Agreement. However, if
                  the Employer enforces a mandatory retirement age which is less
                  than the Normal Retirement Age, such mandatory age is deemed
                  to be the Normal Retirement Age. If no age is specified in the
                  Adoption Agreement, the Normal Retirement Age shall be age 65.

         1.31     OWNER-EMPLOYEE

                  Means an individual who is a sole proprietor, or who is a
                  partner owning more than 10% of either the capital or profits
                  interest of the partnership.

         1.32     PARTICIPANT

                  Means any Employee or former Employee of the Employer who has
                  met the Plan's eligibility requirements, has entered the Plan
                  and who is or may become eligible to receive a benefit of any
                  type from this Plan or whose Beneficiary may be eligible to
                  receive any such benefit.

         1.33     PLAN
<PAGE>
                  Means the prototype defined contribution plan adopted by the
                  Employer. The Plan consists of this Basic Plan Document plus
                  the corresponding Adoption Agreement as completed and signed
                  by the Employer.

         1.34     PLAN ADMINISTRATOR

                  Means the person or persons determined to be the Plan
                  Administrator in accordance with Section 801.

         1.35     PLAN YEAR

                  Means the 12 consecutive month period which coincides with the
                  Employer's fiscal year or such other 12 consecutive month
                  period as is designated in the Adoption Agreement.

         1.36     PRIOR PLAN

                  Means a plan which was amended or replaced by adoption of this
                  Plan document as indicated in the Adoption Agreement.

         1.37     PROTOTYPE SPONSOR

                  Means the entity specified in the adoption agreement that
                  makes this prototype plan available to employers for adoption.

         1.38     QUALIFYING PARTICIPANT

                  Means a Participant who has satisfied the requirements
                  described in Section 3.01 (B)(2) to be entitled to share in
                  any Employer Contribution (and Forfeitures, if applicable) for
                  a Plan Year.

         1.39     RELATED EMPLOYER

                  Means all employer that may be required to be aggregated with
                  the Employer adopting this Plan for certain qualification
                  requirements under Sections 414(b), (c), (m) or (o) of the
                  Code (or any other employer that has ownership in common with
                  the employer). A Related Employer may participate in this Plan
                  if so indicated in the Section of the Adoption Agreement
                  titled "Employer Information" or if such Related Employer
                  executes a Related Employer Participation Agreement.

         1.40     RELATED EMPLOYER PARTICIPATION AGREEMENT

                  Means the agreement under this prototype Plan that a Related
                  Employer may execute to participate in this Plan.

         1.41     SELF-EMPLOYED INDIVIDUAL

                  Means an individual who has Earned Income for the taxable year
                  from the trade or business for which the Plan is established:
                  also, an individual who would have had Earned Income but for
                  the fact that the trade or business had no net profits for the
                  taxable year.

         1.42     SEPARATE FUND

                  Means a subdivision of the Fund held in the name of a
                  particular Participant representing certain assets held for
                  that Participant. The assets which comprise a Participant's
                  Separate Fund are those assets earmarked for him or her and
                  those assets subject to the Participant's individual direction
                  pursuant to Section 5.14.

         1.43     TAXABLE WAGE BASE

                  Means, with respect to any taxable year, the contribution and
                  benefit base in effect under Section 230 of the Social
                  Security Act at the beginning of the Plan Year.

         1.44     TERMINATION OF EMPLOYMENT

                  A Termination of Employment of an Employee of all Employer
                  shall occur whenever his or her status as an Employee of such
                  Employer ceases for any reason other than death. An Employee
                  who does not return to work for the Employer on or before the
                  expiration of an authorized leave of absence from such
                  Employer shall be deemed to have incurred a Termination of
                  Employment when such leave ends.

         1.45     TOP-HEAVY PLAN

                  This Plan is a Top-Heavy Plan for any Plan Year if it is
                  determined to be such pursuant to Section 10.08.

         1.46     TRUSTEE

                  Means an individual, individuals or corporation specified in
                  the Adoption Agreement as Trustee or any duly appointed
                  successor as provided in Section 5.09. Trustee shall mean
                  Custodian in the event the financial organization named as
                  Trustee does not have full trust powers.
<PAGE>
         1.47     VALUATION DATE

                  Means the date or dates as specified in the Adoption
                  Agreement. If no date is specified in the Adoption Agreement,
                  the Valuation Date shall be the last day of the Plan Year and
                  each other date designated by the Plan Administrator which is
                  selected in a uniform and Nondiscriminatory manner when the
                  assets of the Fund are valued at their then fair market value.

         1.48     VESTED

                  Means nonforfeitable, that is, a claim which is unconditional
                  and legally enforceable against the Plan obtained by a
                  Participant or the Participant's Beneficiary to that part of
                  an immediate or deferred benefit under the Plan which arises
                  from a Participant's Years of Vesting Service.

         1.49     YEAR OF ELIGIBILITY SERVICE

                  Means a 12 consecutive month period which coincides with an
                  Eligibility Computation Period during which an Employee
                  completes at least 1,000 Hours of Service (or such lesser
                  number of Hours of Service specified in the Adoption Agreement
                  for this purpose). An Employee does not complete a Year of
                  Eligibility Service before the end of the 12 consecutive month
                  period regardless of when during such period the Employee
                  completes the required number of Hours of Service.

         1.50     YEAR OF VESTING SERVICE

                  Means a Plan Year during which an Employee completes at least
                  1,000 Hours of Service (or such lesser number of Hours of
                  Service specified in the Adoption Agreement for this purpose).
                  Notwithstanding the preceding sentence, where the Employer so
                  indicates in the Adoption Agreement, vesting shall be computed
                  by reference to the 12 consecutive month period beginning with
                  the Employee's Employment Commencement Date and each
                  successive 12 month period commencing on the anniversaries
                  thereof.

                  In the case of a Participant who has 5 or more consecutive
                  Breaks in Vesting Service, all Years of Vesting Service after
                  such Breaks in Vesting Service will be disregarded for the
                  purpose of determining the Vested portion of his or her
                  Individual Account derived from Employer Contributions that
                  accrued before such breaks. Such Participant's prebreak
                  service will count in vesting the postbreak Individual Account
                  derived from Employer Contributions only if either:

                  (A)      such Participant had any Vested right to any portion
                           of his or her Individual Account derived from
                           Employer Contributions at the time of his or her
                           Termination of Employment; or

                  (B)      upon returning to service, the number of consecutive
                           Breaks in Vesting Service is less than his or her
                           number of Years of Vesting Service before such
                           breaks.

                  Separate subaccounts will be maintained for the Participant's
                  prebreak and postbreak portions of his or her Individual
                  Account derived from Employer Contributions. Both subaccounts
                  will share in the gains and losses of the fund.

                  Years of Vesting Service shall not include any period of time
                  excluded from Years of Vesting Service in the Adoption
                  Agreement.

                  In the event the Plan Year is changed to a new 12-month
                  period, Employees shall receive credit for Years of Vesting
                  Service, in accordance with the preceding provisions of this
                  definition, for each of the Plan Years (the old and new Plan
                  Years) which overlap as a result of such change.

SECTION TWO       ELIGIBILITY AND PARTICIPATION

         2.01     ELIGIBILITY TO PARTICIPATE

                  Each Employee of the Employer, except those Employees who
                  belong to a class of Employees which is excluded from
                  participation as indicated in the Adoption Agreement, shall be
                  eligible to participate in this Plan upon the satisfaction of
                  the age and Years of Eligibility Service requirements
                  specified in the Adoption Agreement.

         2.02     PLAN ENTRY

                  A.       If this Plan is a replacement of a Prior Plan by
                           amendment or restatement, each Employee of the
                           Employer who was a Participant in said Prior Plan
                           before the Effective Date shall continue to be a
                           Participant in this Plan.

                  B.       An Employee will become a Participant in the Plan as
                           of the Effective Date if the Employee
<PAGE>
                           has met the eligibility requirements of Section 2.01
                           as of such date. After the Effective Date, each
                           Employee shall become a Participant on the first
                           Entry Date following the date the Employee satisfies
                           the eligibility requirements of Section 2.01 unless
                           otherwise indicated in the Adoption Agreement.

                  C.       The Plan Administrator shall notify each employee who
                           becomes eligible to be a Participant Under this Plan
                           and shall furnish the Employee with the application
                           form, enrollment forms or other documents which are
                           required of Participants. The eligible Employee shall
                           execute such forms or documents and make available
                           such information as may be required in the
                           administration of the Plan.

         2.03     TRANSFER TO OR FROM INELIGIBLE CLASS

                  If an Employee who had been a Participant becomes ineligible
                  to participate because he or she is no longer a member of an
                  eligible class of Employees, but has not incurred a Break in
                  Eligibility Service, such Employee shall participate
                  immediately upon his or her return to an eligible class of
                  Employees. If such Employee incurs a Break in Eligibility
                  Service, his or her eligibility to participate shall be
                  determined by Section 2.04.

                  An Employee who is not a member of the eligible class of
                  Employees will become a Participant immediately upon becoming
                  a member of the eligible class provided such Employee has
                  satisfied the age and Years of Eligibility Service
                  requirements. If such Employee has not satisfied the age and
                  Years of Eligibility Service requirements as of the date he or
                  she becomes a member of the eligible class, such Employee
                  shall become a Participant on the first Entry Date following
                  the date he or she satisfies those requirements unless
                  otherwise indicated in the Adoption Agreement.

         2.04     RETURN AS A PARTICIPANT AFTER BREAK IN ELIGIBILITY SERVICE

                  A.       Employee Not Participant Before Break - If an
                           Employee incurs a Break in Eligibility Service before
                           satisfying the Plan's eligibility requirements, such
                           Employee's Years of Eligibility Service before such
                           Break in Eligibility Service will not be taken into
                           account.

                  B.       Nonvested Participants - In the case of a Participant
                           who does not have a Vested interest in his or her
                           Individual Account derived from Employer
                           Contributions, Years of Eligibility Service before a
                           period of consecutive Breaks in Eligibility Service
                           will not be taken into account for eligibility
                           purposes if the number of consecutive Breaks in
                           Eligibility Service in such period equals or exceeds
                           the greater of 5 or the aggregate number of Years of
                           Eligibility Service before such break Such aggregate
                           number of Years of Eligibility Service will not
                           include any Years of Eligibility Service disregarded
                           under the preceding sentence by reason of prior
                           breaks.

                           If a Participant's Years of Eligibility Service are
                           disregarded pursuant to the preceding paragraph, such
                           Participant will be treated as a new Employee for
                           eligibility purposes. If a Participant's Years of
                           Eligibility Service may not be disregarded pursuant
                           to the preceding paragraph, such Participant shall
                           continue to participate in the Plan, or, if
                           terminated, shall participate immediately upon
                           reemployment.

                  C.       Vested Participants - A Participant who has sustained
                           a Break in Eligibility Service and who had a Vested
                           interest in all or a portion of his or her Individual
                           Account derived from Employer Contributions shall
                           continue to participate in the Plan, or, if
                           terminated, shall participate immediately upon
                           reemployment.

         2.05     DETERMINATIONS UNDER THIS SECTION

                  The Plan Administrator shall determine the eligibility of each
                  Employee to be a Participant. This determination shall be
                  conclusive and binding upon all persons except as otherwise
                  provided herein or by law.

         2.06     TERMS OF EMPLOYMENT

                  Neither the fact of the establishment of the Plan nor the fact
                  that a common law Employee has become a Participant shall give
                  to that common law Employee any right to continued employment:
                  nor shall either fact limit the right of the Employer to
                  discharge or to deal otherwise with a common law Employee
                  without regard to the effect such treatment may have upon the
                  Employee's rights under the Plan
<PAGE>
         2.07     SPECIAL RULES WHERE ELAPSED TIME METHOD IS BEING USED

                  This Section 2.07 shall apply where the Employer has indicated
                  in the adoption Agreement that the elapsed time method will be
                  used. When this Section applies, the definitions of year of
                  service, break in service and hour of service in this Section
                  will replace the definitions of Year of Eligibility Service,
                  Year of Vesting Service, Break in Eligibility Service, Break
                  in Vesting Service and Hours of Service found in the
                  Definitions Section of the Plan (Section One).

                  For purposes of determining an Employee's initial or continued
                  eligibility to participate in the Plan or the Vested interest
                  in the Participant's Individual Account balance derived from
                  Employer Contributions, (except for periods of service which
                  may be disregarded on account of the "rule of parity"
                  described in Sections 150 and 204) an Employee will receive
                  credit for the aggregate of all time period(s) commencing with
                  the Employee's first day of employment or reemployment and
                  ending on the date a break in service begins The first day of
                  employment or reemployment is the first day the Employee
                  performs an hour of service. An Employee will also receive
                  credit for any period of severance of less than 12 consecutive
                  months. Fractional periods of a year will be expressed in
                  terms of days.

                  For purposes of this Section, hour of service will mean each
                  hour for which an Employee is paid or entitled to payment for
                  the performance of duties for the Employer. Break in service
                  is a period of severance of at least 12 consecutive months
                  Period of severance is a continuous period of time during
                  which the Employee is not employed by the Employer. Such
                  period begins on the date the Employee retires, quits or is
                  discharged, or if earlier, the 12 month anniversary of the
                  date on which the Employee was otherwise first absent from
                  service.

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

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

                  If the Employer is a member of an affiliated service group
                  (under Section 414(m) of the Code), a controlled group of
                  corporations (under Section 414(b) of the Code), a group of
                  trades or businesses under common control (under Section
                  414(c) of the Code), or any other entity required to be
                  aggregated with the Employer pursuant to Section 414(0) of the
                  Code, service will be credited for any employment for any
                  period of time for any other member of such group. Service
                  will also be credited for any individual required under
                  Section 414(n) or Section 414(0) to be considered an Employee
                  of any Employer aggregated under Section 414(b), (c), or (m)
                  of the Code.

         2.08     ELECTION NOT TO PARTICIPATE

                  This Section 2.08 will apply if this Plan is a nonstandardized
                  plan and the Adoption Agreement so provides. If this Section
                  applies, then an Employee or a Participant may elect not to
                  participate in the Plan for one or more Plan Years. The
                  Employer may not contribute for an Employee or Participant for
                  any Plan Year during which such Employee's or Participant's
                  election not to participate is in effect. Any ejection not to
                  participate must be in writing and filed with the Plan
                  Administrator.

                  The Plan Administrator shall establish such uniform and
                  nondiscriminatory rules as it deems necessary or advisable to
                  carry out the terms of this Section, including, but not
                  limited to, rules prescribing the timing of the filing of
                  elections not to participate and the procedures for electing
                  to re-participate in the Plan.

                  An Employee or Participant continues to earn credit for
                  vesting and eligibility purposes for each Year of Vesting
                  Service or Year of Eligibility Service he or she completes and
                  his or her Individual Account (if any) will share in the gains
                  or losses of the Fund during the periods he or she elects not
                  to participate.

SECTION THREE     CONTRIBUTIONS
<PAGE>
         3.01     EMPLOYER CONTRIBUTIONS

                  A.       Obligation to Contribute - The Employer shall make
                           contributions to the Plan in accordance with the
                           contribution formula specified in the Adoption
                           Agreement. If this Plan is a profit sharing plan, the
                           Employer shall, in its sole discretion, make
                           contributions without regard to current or
                           accumulated earnings or profits.

                  B.       Allocation Formula and the Right to Share in the
                           Employer Contribution

                           1.       General -The Employer Contribution for any
                                    Plan Year will be allocated or contributed
                                    to the Individual Accounts of Qualifying
                                    Participants in accordance with the
                                    allocation or contribution formula specified
                                    in the Adoption Agreement. The Employer
                                    Contribution for any Plan Year will be
                                    allocated to each Participant's Individual
                                    Account as of the last day of that Plan
                                    Year.

                                    Any Employer Contribution for a Plan Year
                                    must satisfy Section 401(a)(4) and the
                                    regulations thereunder for such Plan Year.

                           2.       Qualifying Participants -A Participant is a
                                    Qualifying Participant and is entitled to
                                    share in the Employer Contribution for any
                                    Plan Year if the Participant was a
                                    Participant on at least one day during the
                                    Plan Year satisfies any additional
                                    conditions specified in the Adoption
                                    Agreement. If this Plan is a standardized
                                    plan, unless the Employer specifies more
                                    favorable conditions in the Adoption
                                    Agreement, a Participant will not be a
                                    qualifying Participant for a Plan Year if he
                                    or she incurs a Termination of Employment
                                    during such Plan Year with not more than 500
                                    Hours of Service if he or she is not an
                                    Employee on the last day of the Plan Year.
                                    The determination of whether a Participant
                                    is entitled to share in the Employer
                                    Contribution shall be made as of the last
                                    day of each Plan Year.

                           3.       Special Rules for Integrated Plans -This
                                    Plan may not allocate contributions based on
                                    an integrated formula if the Employer
                                    maintains any other plan that provides for
                                    allocation of contributions based on an
                                    integrated formula that benefits any of the
                                    same Participants. If the Employer has
                                    selected the integrated contribution or
                                    allocation formula in the Adoption
                                    Agreement, then the maximum disparity rate
                                    shall be determined in accordance with the
                                    following table.

<TABLE>
<CAPTION>
                                          MAXIMUM DISPARITY RATE

                                                                       Money            Top-Heavy Profit   Nonstandardized and
                                    Integration Level                  Purchase         Sharing            Non-Top-Heavy Profit
                                                                                                           Sharing
                                    -------------------------------------------------------------------------------------------
<S>                                                                    <C>              <C>                <C>
                                    Taxable Wage Base (TWB)            5.7%             2.7%               5.7%

                                    More than $0 but not more
                                    than 20% of TWB                    5.7%             2.7%               5.7%

                                    More than 20% of TWB but
                                    not more than 80% of TWB           4.3%             1.3%               4.3%


                                    More than 80% of TWB but
                                    not more than TWB                  5.4%             2.4%               5.4%

</TABLE>


                  C.       Allocation of Forfeitures - Forfeitures for a Plan
                           Year which arise as a result of the application of
                           Section 6.01(D) shall be allocated as follows:

                           1.       Profit Sharing Plan - If this is a profit
                                    sharing plan, unless the Adoption Agreement
                                    indicates otherwise, forfeitures shall be
                                    allocated in the manner provided in Section
                                    3.01(B) (for Employer Contributions) to the
                                    Individual Accounts of Qualifying
                                    Participants who are entitled to share in
                                    the Employer Contribution for such Plan
                                    Year. Forfeitures shall be allocated as of
                                    the last day of the Plan Year during which
                                    the Forfeiture arose (or any subsequent Plan
                                    Year if indicated in the Adoption
                                    Agreement).

                           2.       Money Purchase Pension and Target Benefit
                                    Plan -If this Plan is a money purchase plan
                                    or a target benefit plan, unless the
                                    Adoption Agreement indicates otherwise,
                                    Forfeitures shall be applied towards the
                                    reduction of Employer
<PAGE>
                                    Contributions to the Plan. Forfeitures shall
                                    be allocated as of the last day of the Plan
                                    Year during which the Forfeiture arose (or
                                    any subsequent Plan Year if indicated in the
                                    Adoption Agreement).

                  D.       Timing of Employer Contribution -The Employer
                           Contribution for each Plan Year shall be delivered to
                           the Trustee (or Custodian, if applicable) not later
                           than the due date for filing the Employer's income
                           tax return for its fiscal year in which the Plan Year
                           ends, including extensions thereof.

                  E.       Minimum Allocation for Top-Heavy Plans - The
                           contribution and allocation provisions of this
                           Section 3.01 (E) shall apply for any Plan Year with
                           respect to which this Plan is a Top- Heavy Plan.

                           1.       Except as otherwise provided in (3) and (4)
                                    below, the Employer Contributions and
                                    forfeitures allocated on behalf of any
                                    Participant who is not a Key Employee shall
                                    not be less than the lesser of 3% of such
                                    Participant's Compensation or (in the ease
                                    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 ($150,000 for Plan Years beginning
                                    after December 31, 1993), (increased by any
                                    cost of living adjustment made by the
                                    Secretary of Treasury or the Secretary's
                                    delegate) of the Key Employee's
                                    Compensation, allocated on behalf of any Key
                                    Employee for that year. The minimum
                                    allocation is determined without regard to
                                    any Social Security contribution. The
                                    Employer may, in the Adoption Agreement,
                                    limit the Participants who are entitled to
                                    receive the minimum allocation. This minimum
                                    allocation shall be made even though under
                                    other Plan provisions, the Participant would
                                    not otherwise be entitled to receive an
                                    allocation, or would have received a lesser
                                    allocation for the year because of (a) the
                                    Participant's failure to complete 1,000
                                    Hours of Service (or any equivalent provided
                                    in the Plan), or (b) the Participant's
                                    failure to make mandatory Nondeductible
                                    Employee Contributions to the Plan, or (c)
                                    Compensation less than a stated amount.

                           2.       For purposes of computing the minimum
                                    allocation, Compensation shall mean
                                    Compensation as defined in Section 1.07 of
                                    the Plan and shall exclude any amounts
                                    contributed by the Employer pursuant to a
                                    salary reduction agreement and which is not
                                    includible in the gross income of the
                                    Employee under Sections 125, 402(e)(3),
                                    402(h)(I)(B) or 403(b) of the Code even if
                                    the Employer has elected to include such
                                    contributions in the definition of
                                    Compensation used for other purposes under
                                    the Plan.

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

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

                           5.       The minimum allocation required under this
                                    Section 3.01(E) and Section 3.01(F)(1) (to
                                    the extent required to be nonforfeitable
                                    under Code Section 416(b)) may not be
                                    forfeited under Code Section 411 (a)(3)(B)
                                    or 411 (a)(3)(D).

                  F.       Special Requirements for Paired Plans -The Employer
                           maintains paired plans if the Employer has adopted
                           both a standardized profit sharing plan and a
                           standardized money purchase pension plan using this
                           Basic Plan Document.

                           1.       Minimum Allocation -When the paired plans
                                    are top-heavy, the top-heavy requirements
                                    set forth in Section 3.01(E)(1) of the Plan
                                    shall apply.

                                    a.       Same eligibility requirements. In
                                             satisfying the top-heavy minimum
                                             allocation requirements set forth
                                             in Section 3.01 (E) of the Plan, if
                                             the
<PAGE>
                                             Employees benefiting under each of
                                             the paired plans are identical, the
                                             top-heavy minimum allocation shall
                                             be made to the money purchase
                                             pension plan.

                                    b.       Different eligibility requirements.
                                             In satisfying the top-heavy minimum
                                             allocation requirements set forth
                                             in Section 3.01 (E) of the Plan, if
                                             the Employees benefiting under each
                                             of the paired plans are not
                                             identical, the top-heavy minimum
                                             allocation will be made to both of
                                             the paired plans

                                    A Participant is treated as benefiting under
                                    the Plan for any Plan Year during which the
                                    Participant or is deemed to receive an
                                    allocation in accordance with Section I
                                    410(b)-3(a).

                           2.       Only One Plan Can Be Integrated -If the
                                    Employer maintains paired plans, only one of
                                    the Plans may provide for the disparity in
                                    contributions which is permitted under
                                    Section 401(I) of the Code in the event that
                                    both Adoption Agreements provide for such
                                    integration, only the money purchase pension
                                    plan shall be deemed be integrated.

                  G.       Return of the Employer Contribution to the Employer
                           Under Special Circumstances -Any contribution made by
                           the Employer because of a mistake of fact must be
                           returned to the employer within one year of the
                           contribution.

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

                           In the event that a contribution made by the Employer
                           under this Plan is conditioned on deductibility and
                           is not deductible under Code Section 404, the
                           contribution, to the extent of the amount disallowed,
                           must be returned to the Employer within one year
                           after the deduction is disallowed.

                  H.       Omission of Participant

                           1.       If the Plan is a money purchase plan or a
                                    target benefit plan and, if in any Plan
                                    Year, any Employee who should be included as
                                    a Participant is erroneously omitted and
                                    discovery of such omission is not made until
                                    after a contribution by the Employer for the
                                    year has been made and allocated, the
                                    Employer shall make a subsequent
                                    contribution to include earnings thereon,
                                    with respect to the omitted Employee in the
                                    amount which the Employer would have
                                    contributed with respect to that Employee
                                    had he or she not been omitted.

                           2.       If the Plan is a profit sharing plan, and if
                                    in any Plan Year, any Employee who should be
                                    included as a Participant is erroneously
                                    omitted and discovery of such omission is
                                    not made until after the Employer
                                    Contribution has been made and allocated,
                                    then the Plan Administrator must re-do the
                                    allocation (if a correction can be made) and
                                    inform the Employee. Alternatively, the
                                    Employer may choose to contribute for the
                                    omitted Employee the amount to include
                                    earnings thereon, which the Employer would
                                    have contributed for the Employee.

         3.02     NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS

                  This Plan will nor accept Nondeductible Employee Contributions
                  and marching contributions for Plan Years beginning after the
                  Plan Year in which this Plan is adopted by the Employer.
                  Nondeductible Employee 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) of the Code. A separate account will be maintained by
                  the Plan Administrator for the Nondeductible Employee
                  Contributions of each Participant.
<PAGE>
                  A Participant may, upon a written request submitted to the
                  Plan Administrator withdraw the lesser of the portion of his
                  or her Individual Account attributable to his or her
                  Nondeductible Employee Contributions or the amount he or she
                  contributed as Nondeductible Employee Contributions.

                  Nondeductible Employee Contributions and earnings thereon will
                  be nonforfeitable at all times. No Forfeiture will occur
                  solely as a result of an Employee's withdrawal of
                  Nondeductible Employee Contributions.

                  The Plan Administrator will not accept deductible employee
                  contributions which are made for a taxable year beginning
                  after December 31, 1986. Contributions made prior to that date
                  will be maintained in a separate account which will be
                  nonforfeitable at all times. The account will share in the
                  gains and losses of the Fund in the same manner as described
                  in Section 4.03 of the Plan. No part of the deductible
                  employee contribution account will be used to purchase life
                  insurance. Subject 10 Section 6.05, joint and survivor annuity
                  requirements (if applicable), the Participant may withdraw any
                  part of the deductible employee contribution account by making
                  a written application to the Plan Administrator.

         3.03     ROLLOVER CONTRIBUTIONS

                  If so indicated in the Adoption Agreement, an Employee may
                  contribute a rollover contribution to the Plan. The Plan
                  Administrator may require the Employee to submit a written
                  certification that the contribution qualifies as a rollover
                  contribution under the applicable provisions of the Code. If
                  it is later determined that all or part of a rollover
                  contribution was ineligible to be rolled into the Plan, the
                  Plan Administrator shall direct that any ineligible amounts,
                  plus earnings attributable thereto, be distributed from the
                  Plan to the Employee as soon as administratively feasible.

                  A separate account shall be maintained by the Plan
                  Administrator for each Employee's rollover contributions which
                  will he nonforfeitable at all times. Such account will share
                  in the income and gains and losses of the Fund in the manner
                  described in Section 4.03 and shall be subject to the Plan's
                  provisions governing distributions.

                  The Employer may, in a uniform and nondiscriminatory manner,
                  only allow Employees who have become Participants in the Plan
                  to make rollover contributions.

         3.04     TRANSFER CONTRIBUTIONS

                  If so indicated in the Adoption Agreement, The Trustee (or
                  Custodian, if applicable) may receive any amounts transferred
                  to it from the trustee or custodian of another plan qualified
                  under Code Section 401(a). If it is later determined that all
                  or part of a transfer contribution was ineligible to be
                  transferred into the Plan, the Plan Administrator shall direct
                  that any ineligible amounts, plus earnings attributable
                  thereto, be distributed from the Plan to the Employee as soon
                  as administratively feasible.

                  A separate account shall be maintained by the Plan
                  Administrator for each Employee's transfer contributions which
                  will be nonforfeitable at all times. Such account will share
                  in the income and gains and losses of the Fund in the manner
                  described in Section 4.03 and shall be subject to the Plan's
                  provisions governing distributions. Notwithstanding any
                  provisions 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 benefit 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 Section 414(I) of the
                  Internal Revenue Code, to this Plan from a money purchase
                  pension plan qualified under Section 401 (a) of the Internal
                  Revenue Code (other than any portion of those assets and
                  liabilities attributable to voluntary employee contributions).

                  The Employer may, in a uniform and nondiscriminatory manner,
                  only allow Employees who have become Participants in the Plan
                  to make transfer contributions.

         3.05     LIMITATION ON ALLOCATIONS

                  A.       If the Participant does not participate in, and has
                           never participated in another qualified plan
                           maintained by the Employer or 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(I)(2) of the Code, or a
                           simplified employee pension plan, as defined in
                           Section 408(k) of
<PAGE>
                           the Code, maintained by the Employer, which provides
                           an annual addition as defined in Section 3.08(E)(1),
                           the following rules shall apply:

                  1.       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
                           contained in this Plan. If the Employer Contribution
                           that would otherwise be contributed or allocated to
                           the Participant's Individual 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.

                  2.       Prior to determining the Participant's actual
                           Compensation for the limitation year, the Employer
                           may determine the maximum permissible amount for a
                           Participant on the basis of a reasonable estimation
                           of the Participant's Compensation for the limitation
                           year, uniformly determined for all Participants
                           similarly situated.

                  3.       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.

                  4.       If pursuant to Section 3.05(A)(3) or as a result of
                           the allocation of Forfeitures there is an excess
                           amount, the excess will be disposed of as follows:

                           a.       Any Nondeductible Employee Contributions, to
                                    the extent they would reduce the excess
                                    amount, will be returned to the Participant;

                           b.       If after the application of paragraph (a) an
                                    excess amount still exists, and the
                                    Participant is covered by the Plan at the
                                    end of the limitation year, the excess
                                    amount in the Participant's Individual
                                    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;

                           c.       If after the application of paragraph (b) 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;

                           d.       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 Fund'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' Individual Accounts before any
                                    Employer Contributions or any Nondeductible
                                    Employee Contributions may be made to the
                                    Plan for that limitation year. Excess
                                    amounts may not be distributed to
                                    Participants or former Participants.

                  B.       If, in addition to this Plan, the Participant is
                           covered under another qualified master or prototype
                           defined contribution plan maintained by the Employer,
                           a welfare benefit fund maintained by the Employer, an
                           individual medical account maintained by the
                           Employer, or a simplified employee pension maintained
                           by the Employer that provides an annual addition as
                           defined in Section 3.05(E)(1), during any limitation
                           year, the following rules apply:

                           1.       The annual additions which may be credited
                                    to a Participant's Individual Account under
                                    this Plan for any such limitation year will
                                    not exceed the maximum permissible amount
                                    reduced by the annual additions credited to
                                    a Participant's Individual Account under the
                                    other qualified master or prototype plans,
                                    welfare benefit funds, individual medical
                                    accounts and simplified employee pensions
                                    for the same limitation year. If the annual
                                    additions with respect to the Participant
                                    under other qualified master or prototype
                                    defined contribution plans, welfare benefit
                                    funds, individual medical accounts and
                                    simplified employee pensions maintained by
                                    the Employer are less than the maximum
                                    permissible amount and the Employer
                                    Contribution that would otherwise be
                                    contributed or allocated to the
                                    Participant's Individual 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
<PAGE>
                                    year will equal the maximum permissible
                                    amount. If the annual additions with respect
                                    to the Participant under such other
                                    qualified master or prototype defined
                                    contribution plans, welfare benefit funds,
                                    individual medical accounts and simplified
                                    employee pensions in the aggregate are equal
                                    to or greater than the maximum permissible
                                    amount, no amount will be contributed or
                                    allocated to the Participant's Individual
                                    Account under this Plan for the limitation
                                    year.

                           2.       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 section 3.05(A)(2).

                           3.       As soon as is administratively feasible
                                    after the end of the limitation year, the
                                    maximum permissible amount for the
                                    limitation year will be determined on the
                                    basis of the Participant's actual
                                    Compensation for the limitation year.

                           4.       If, pursuant to Section 3.05(B)(3) 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
                                    simplified employee pension will be deemed
                                    to have been allocated first, followed by
                                    annual additions to a welfare benefit fund
                                    or individual medical account, regardless of
                                    the actual allocation date.

                           5.       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,

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

                                    b        the ratio of (i) the annual
                                             additions allocated to the
                                             Participant for the limitation year
                                             as of such date under this Plan to
                                             (ii) the total annual additions
                                             allocated to the Participant for
                                             the limitation year as of such date
                                             under this and all the other
                                             qualified prototype defined
                                             contribution plans.

                           6.       Any excess amount attributed to this Plan
                                    will be disposed in the manner described in
                                    Section 305(A)(4).

                  C.       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
                           Individual Account under this Plan for any limitation
                           year will be limited in accordance with Sections
                           3.05(B)(1) through 305rn)(6) as though the other plan
                           were a master or prototype plan unless the Employer
                           provides other limitations in the Section of the
                           Adoption Agreement titled "Limitation on Allocation-
                           More Than One Plan."

                  D.       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 Individual
                           Account under this Plan for any limitation year will
                           be limited in accordance with the Section of the
                           Adoption Agreement titled "Limitation on Allocation-
                           More Than One Plan."

                  E.       The following terms shall have the following meanings
                           when used in this Section 305:

                           1.       Annual additions: the sum of the following
                                    amounts credited to a Participant's
                                    Individual Account for the limitation year.

                                    a.       Employer Contributions,

                                    b.       Nondeductible Employee
                                             Contributions,

                                    c.       Forfeitures,

                                    d.       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
<PAGE>
                                             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 determined in Section 419A(d)(3)
                                             of the Code, under a welfare
                                             benefit fund, as defined in Section
                                             41 9(e) of the Code, maintained by
                                             the Employer are treated as annual
                                             additions to a defined contribution
                                             plan, and

                                    e.       allocations under a simplified
                                             employee pension.

                                    For this purpose, any excess amount applied
                                    under Section 3.05(A)(4) or 305(B)(6) in the
                                    limitation year to reduce Employer
                                    Contributions will be considered annual
                                    additions for such limitation year.

                           2.       Compensation: Means Compensation as defined
                                    in Section 1.07 of the Plan except that
                                    Compensation for purposes of this Section
                                    3.05 shall not include any amounts
                                    contributed by the Employer pursuant to a
                                    salary reduction agreement and which is not
                                    includible in the gross income of the
                                    Employee under Sections 125, 402(e)(3),
                                    402(h)(1)(B) or 403(b) of the Code even if
                                    the Employer has elected to include such
                                    contributions in the definition of
                                    Compensation used for other purposes under
                                    the Plan. Further, any other exclusion the
                                    Employer has elected (such as the exclusion
                                    of certain types of pay or pay earned before
                                    the Employee enters the Plan) will not apply
                                    for purposes of this Section.

                                    Notwithstanding the preceding sentence,
                                    Compensation for a Participant in a defined
                                    contribution plan who is permanently and
                                    totally disabled (as defined in Section
                                    22(e)(3) of the Code) is the Compensation
                                    such Participant would have received for the
                                    limitation year if the Participant had been
                                    paid at the rate of Compensation paid
                                    immediately before becoming permanently and
                                    totally disabled; such imputed Compensation
                                    for the disabled Participant may be taken
                                    into account only if the Participant is not
                                    a Highly Compensated Employee (as defined in
                                    Section 414(q) of the Code) and
                                    contributions made on behalf of such
                                    Participant are nonforfeitable when made.

                           3.       Defined benefit fraction: A fraction, the
                                    numerator or 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% of the dollar limitation
                                    determined for the limitation year under
                                    Section 415(b) and (d) of the Code or 140%
                                    of the highest average compensation,
                                    including any adjustment 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% 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 of the Code
                                    for all limitation years beginning before
                                    January 1, 1987.

                           4.       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.

                           5.       Defined contribution fraction: A fraction,
                                    the numerator of which is the sum of the
                                    annual additions to the Participant's
                                    account under all the defined contribution
                                    plans (whether or not terminated) maintained
                                    by the Employer for the current and all
                                    prior limitation years (including the annual
                                    additions attributable to the Participant's
                                    nondeductible employee contributions to all
                                    defined benefit plans, whether or not
                                    terminated, maintained by the Employer, and
                                    the annual additions attributable to all
                                    welfare benefit funds, as defined in Section
                                    419(e) of the Code, individual medical
                                    accounts, and simplified employee pensions,
                                    maintained by the Employer), and the
                                    denominator of which is the sum of the
                                    maximum aggregate amounts for the current
                                    and all prior limitation years of service
                                    with the Employer (regardless of whether a
                                    defined contribution plan was maintained by
                                    the
<PAGE>
                                    Employer). The maximum aggregate amount in
                                    any limitation year is the lesser of 125% of
                                    the dollar limitation determined under
                                    Section 415(b) and (d) of the Code in effect
                                    under Section 415(c)(1)(A) or the Code or
                                    35% of the Participant's Compensation for
                                    such year.

                                    If the Employee was a Participant as of the
                                    end or 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
                                    or (1) the excess or the sum or the
                                    fractions over 1.0 times (2) the denominator
                                    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 or 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 Nondeductible
                                    Employee Contributions as annual additions.

                           6.       Employer: For purposes of this Section 305,
                                    Employer shall mean the Employer that adopts
                                    this Plan, and all members of a controlled
                                    group of corporations (as defined in Section
                                    414(b) of the Code as modified by Section
                                    415(h)), all commonly controlled trades or
                                    businesses (as defined in Section 414(c) as
                                    modified by Section 415(h) or affiliated
                                    service groups (as defined in Section
                                    414(m)) of which the adopting Employer is a
                                    part, and any other entity required to be
                                    aggregated with the Employer pursuant to
                                    regulations under Section 414(0) of the
                                    Code.

                           7.       Excess amount The excess of the
                                    Participant's annual additions for the
                                    limitation year over the maximum permissible
                                    amount.

                           8.       Highest average compensation The average
                                    compensation for the three consecutive years
                                    of service with the Employer that produces
                                    the highest average.

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

                           10.      Master or prototype plan. A plan the form of
                                    which is the subject of a favorable opinion
                                    letter from the Internal Revenue Service.

                           11.      Maximum permissible amount: The maximum
                                    annual addition that may be contributed or
                                    allocated to a Participant's Individual
                                    Account under the Plan for any limitation
                                    year shall not exceed the lesser of:

                                    a.       the defined contribution dollar
                                             limitation, or

                                    b.       25% of the Participant's
                                             Compensation for the limitation
                                             year.

                                    The compensation limitation referred to in
                                    (b) shall not apply to any contribution for
                                    medical benefits (within the meaning of
                                    Section 401(h) or Section 491A(f)(2) of the
                                    Code) which is otherwise treated as an
                                    annual addition under Section 415(I)(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
                                    12-consecutive month period, the maximum
                                    permissible amount will not exceed the
                                    defined contribution dollar limitation
                                    multiplied by the following fraction:

                                            Number of months in the short
                                                   limitation year
                                                         12

                           12.      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
<PAGE>
                                    life annuity or qualified joint and survivor
                                    annuity) to which the Participant would be
                                    entitled under the terms of the Plan
                                    assuming:

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

                                    b.       the Participant's Compensation for
                                             the current limitation year and all
                                             other relevant factors used to
                                             determine benefits under the Plan
                                             will remain constant for all future
                                             limitation years.

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

SECTION FOUR               INDIVIDUAL ACCOUNTS OF PARTICIPANTS AND VALUATION

         4.01     INDIVIDUAL ACCOUNTS

                  A.       The Plan Administrator shall establish and maintain
                           an Individual Account in the name of each Participant
                           to reflect the total value of his or her interest in
                           the Fund. Each Individual Account established
                           hereunder shall consist of such subaccounts as may be
                           needed for each Participant including:

                           1.       a subaccount to reflect Employer
                                    Contributions and Forfeitures allocated on
                                    behalf of a Participant;

                           2.       a subaccount to reflect a Participant's
                                    rollover contributions;

                           3.       a subaccount to reflect a Participant's
                                    transfer contributions;

                           4.       a subaccount to reflect a Participant's
                                    Nondeductible Employee Contributions; and

                           5.       a subaccount to reflect a Participant's
                                    deductible employee contributions.

                  B.       The Plan Administrator may establish additional
                           accounts as it may deem necessary for the proper
                           administration of the Plan, including, but not
                           limited to, a suspense account for Forfeitures as
                           required pursuant to Section 6.01(D)

         4.02     VALUATION OF FUND

                  The Fund will be valued each Valuation Date at fair market
                  value.

         4.03     VALUATION OF INDIVIDUAL ACCOUNTS

                  A.       Where all or a portion of the assets of a
                           Participant's Individual Account are invested in a
                           Separate Fund for the Participant, then the value of
                           that portion of such Participant's Individual Account
                           at any relevant time equals the sum of the fair
                           market values of the assets in such Separate Fund,
                           less any applicable charges or penalties.

                  B.       The fair market value of the remainder of each
                           Individual Account is determined in the following
                           manner:

                           1.       First, the portion of the Individual Account
                                    invested in each Investment Fund as of the
                                    previous Valuation Date is determined Each
                                    such portion is reduced by any withdrawal
                                    made from the applicable Investment Fund to
                                    or for the benefit of a Participant or the
                                    Participant's Beneficiary, further reduced
                                    by any amounts forfeited by the Participant
                                    pursuant to Section 601(D) and further
                                    reduced by any transfer to another
                                    Investment Fund since the previous Valuation
                                    Date and is increased by any amount
                                    transferred from another Investment Fund
                                    since the previous Valuation Date. The
                                    resulting amounts are the net Individual
                                    Account portions invested in the Investment
                                    Funds.

                           2.       Secondly, the net Individual Account
                                    portions invested in each Investment Fund
                                    are adjusted upwards or downwards, pro rata
                                    (i.e. ratio of each net Individual Account
                                    portion to the sum of all net Individual
                                    Account portions) so that the sum of all the
                                    net Individual Account portions invested in
                                    an Investment Fund will equal the then fair
                                    market value of the Investment Fund.
                                    Notwithstanding the previous sentence, for
                                    the first Plan Year only, the net Individual
                                    Account portions shall be the sum of all
                                    contributions made to each Participant's
                                    Individual Account during the first Plan
                                    Year.


                           3.       Thirdly, any contributions to the Plan and
                                    Forfeitures are allocated in accordance with
                                    the appropriate allocation provisions of
                                    Section 3. For purposes of Section 4,
                                    contributions made by the Employer for any
                                    Plan Year but after that Plan Year will be
                                    considered to
<PAGE>
                                    have been made on the last day of that Plan
                                    Year regardless of when paid to the Trustee
                                    (or Custodian, if applicable).

                                    Amounts contributed between Valuation Dates
                                    will not be credited with investment gains
                                    or losses until the next following Valuation
                                    Date.

                           4.       Finally, the portions of the Individual
                                    Account invested in each Investment Fund
                                    (determined in accordance with (1), (2) and
                                    (3) above) are added together.

         4.04     MODIFICATION OF METHOD FOR VALUING INDIVIDUAL ACCOUNTS

                  If necessary or appropriate, the Plan Administrator may
                  establish different or additional procedures (which shall be
                  uniform and nondiscriminatory) for determining the fair market
                  value of the Individual Accounts.

         4.05     SEGREGATION OF ASSETS

                  If a Participant elects a mode of distribution other than a
                  lump sum, the Plan Administrator may place that Participant's
                  account balance into a segregated Investment Fund for the
                  purpose of maintaining the necessary liquidity to provide
                  benefit installments on a periodic basis.

         4.06     STATEMENT OF INDIVIDUAL ACCOUNTS

                  No later than 270 days after the close of each Plan Year, the
                  Plan Administrator shall finish a statement to each
                  Participant indicating the Individual Account balances of such
                  Participant as of the last Valuation Date in such Plan Year.

SECTION FIVE      TRUSTEE OR CUSTODIAN

         5.01     CREATION OF FUND

                  By adopting this Plan, the Employer establishes the Fund which
                  shall consist of the assets of the Plan held by the Trustee
                  (or Custodian, if applicable) pursuant to this Section 5.
                  Assets within the Fund may be pooled on behalf of all
                  Participants, earmarked on behalf of each Participant or be a
                  combination of pooled and earmarked. To the extent that assets
                  are earmarked for a particular Participant, they will be held
                  in a Separate Fund for that Participant.

                  No part of the corpus or income of the Fund may be used for,
                  or diverted to, purposes other than for the exclusive benefit
                  of Participants or their Beneficiaries.

         5.02     INVESTMENT AUTHORITY

                  Except as provided in Section 5.14 (relating to individual
                  direction of investments by Participants), the Employer, not
                  the Trustee (or Custodian, if applicable), shall have
                  exclusive management and control over the investment of the
                  Fund into any permitted investment. Notwithstanding the
                  preceding sentence, a Trustee may make an agreement with the
                  Employer whereby the Trustee will manage the investment of all
                  or a portion of the Fund. Any such agreement shall be in
                  writing and set forth such matters as the Trustee deems
                  necessary or desirable.

         5.03     FINANCIAL ORGANIZATION CUSTODIAN OR TRUSTEE WITHOUT FULL TRUST
                  POWERS

                  This Section 5.03 applies where a financial organization has
                  indicated in the Adoption Agreement that it will serve, with
                  respect to this Plan, as Custodian or as Trustee without full
                  trust powers (under applicable law). Hereinafter, a financial
                  organization Trustee without full trust powers (under
                  applicable law) shall be referred to as a Custodian. The
                  Custodian shall have no discretionary authority with respect
                  to the management of the Plan or the Fund but will act only as
                  directed by the entity who has such authority.

                  A.       Permissible Investments -The assets of the Plan shall
                           be invested only in those investments which are
                           available through the Custodian in the ordinary
                           course of business which the Custodian may legally
                           hold in a qualified plan and which the Custodian
                           chooses to make available to Employers for qualified
                           plan investments. Notwithstanding the preceding
                           sentence, the Prototype Sponsor may, as a condition
                           of making the Plan available to the Employer, limit
                           the types of property in which the assets of the Plan
                           may be invested.

                  B.       Responsibilities of the Custodian -The
                           responsibilities of the Custodian shall be limited to
                           the following:
<PAGE>
                           1.       To receive Plan contributions and to hold,
                                    invest and reinvest the Fund without
                                    distinction between principal and interest;
                                    provided, however, that nothing in this Plan
                                    shall require the Custodian to maintain
                                    physical custody of stock certificates (or
                                    other indicia of ownership of any type of
                                    asset) representing assets within the Fund;

                           2.       To maintain accurate records of
                                    contributions, earnings, withdrawals and
                                    other information the Custodian deems
                                    relevant with respect to the Plan;

                           3.       To make disbursements from the Fund to
                                    Participants or Beneficiaries upon the
                                    proper authorization of the Plan
                                    Administrator; and

                           4.       To furnish to the Plan Administrator a
                                    statement which reflects the value of the
                                    investments in the hands of the Custodian as
                                    of the end of each Plan Year and as of any
                                    other times as the Custodian and Plan
                                    Administrator may agree.

                  C.       Powers of the Custodian -Except as otherwise provided
                           in this Plan, the Custodian shall have the power to
                           take any action with respect to the Fund which it
                           deems necessary or advisable to discharge its
                           responsibilities under this Plan including, but not
                           limited to, the following powers:

                           1.       To invest all or a portion of the Fund
                                    (including idle cash balances) in time
                                    deposits, savings accounts, money market
                                    accounts or similar investments bearing a
                                    reasonable rate of interest in the
                                    Custodian's own savings department or the
                                    savings department of another financial
                                    organization;

                           2.       To vote 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 or subscription
                                    rights and to make any payments incidental
                                    thereto; to oppose, or to consent to, or
                                    otherwise participate in, corporate
                                    reorganizations or other changes affecting
                                    corporate securities, and to pay any
                                    assessment or charges in connection
                                    therewith; and generally to exercise any of
                                    the powers of an owner with respect to
                                    stocks, bonds, securities or other property;

                           3.       To hold securities or other property of the
                                    Fund in its own name, in the name of its
                                    nominee or in bearer form; and

                           4.       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.

         5.04     FINANCIAL ORGANIZATION TRUSTEE WITH FULL TRUST POWERS AND
                  INDIVIDUAL TRUSTEE

                  This Section 5.04 applies where a financial organization has
                  indicated in the Adoption Agreement that it will serve as
                  Trustee with full trust powers. This Section also applies
                  where one or more individuals are named in the Adoption
                  Agreement to serve as Trustee(s).

                  A.       Permissible Investments -The Trustee may invest the
                           assets of the Plan in property of any character, real
                           or personal, including, but not limited to the
                           following: stocks, including shares of open-end
                           investment companies (mutual funds); bonds; notes;
                           debentures; options; limited partnership interests;
                           mortgages; real estate or any interests therein; unit
                           investment trusts; Treasury Bills, and other U.S.
                           Government obligations; common trust funds, combined
                           investment trusts, collective trust funds or
                           commingled funds maintained by a bank or similar
                           financial organization (whether or not the Trustee
                           hereunder); savings accounts, time deposits or money
                           market accounts of a bank or similar financial
                           organization (whether or not the Trustee hereunder);
                           annuity contracts; life insurance policies; or in
                           such other investments as is deemed proper without
                           regard to investments authorized by statute or rule
                           of law governing the investment of trust funds but
                           with regard to ERISA and this Plan.

                           Notwithstanding the preceding sentence, the Prototype
                           Sponsor may, as a condition of making the Plan
                           available to the Employer, limit the types of
                           property in which the assets of the Plan may be
                           invested.

                  B.       Responsibilities of the Trustee -The responsibilities
                           of the Trustee shall be limited to the following:
<PAGE>
                           1.       To receive Plan contributions and to hold,
                                    invest and reinvest the fund without
                                    distinction between principal and interest;
                                    provided, however, that nothing in this Plan
                                    shall require the Trustee to maintain
                                    physical custody of stock certificates (or
                                    other indicia of ownership) representing
                                    assets within the Fund;

                           2.       To maintain accurate records of
                                    contributions, earnings, withdrawals and
                                    other information the Trustee deems relevant
                                    with respect to the Plan;

                           3.       To make disbursements from the Fund to
                                    Participants or Beneficiaries upon the
                                    proper authorization of the Plan
                                    Administrator; and

                           4.       To furnish to the Plan Administrator a
                                    statement which reflects the value of the
                                    investments in the hands of the Trustee as
                                    of the end of each Plan Year and as of any
                                    other times as the Trustee and Plan
                                    Administrator may agree.

                  C.       Powers of the Trustee -Except as otherwise provided
                           in this Plan, the Trustee shall have the power to
                           take any action with respect to the Fund which it
                           deems necessary or advisable to discharge its
                           responsibilities under this Plan including, but not
                           limited to, the following powers:

                           1.       To hold any securities or other property of
                                    the Fund in its own name, in the name of its
                                    nominee or in hearer form;

                           2.       To purchase or subscribe for securities
                                    issued, or real property owned, by the
                                    Employer or any trade or business under
                                    common control with the Employer but only if
                                    the prudent investment and diversification
                                    requirements of ERISA are satisfied;

                           3.       To sell, exchange, convey, transfer or
                                    otherwise dispose of any securities or other
                                    property held by the Trustee, by private
                                    contract or at public auction. No person
                                    dealing with the Trustee shall be bound to
                                    see to the application of the purchase money
                                    or to inquire into the validity, expediency,
                                    or propriety of any such sale or other
                                    disposition, with or without advertisement;

                           4.       To vote 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 or subscription
                                    rights and to make any payments incidental
                                    thereto; to oppose, or 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 an owner with respect to
                                    stocks, bonds, securities or other property;

                           5.       To invest any part or all of the Fund
                                    (including idle cash balances) in
                                    certificates of deposit, demand or time
                                    deposits, savings accounts, money market
                                    accounts or similar investments of the
                                    Trustee (if the Trustee is a bank or similar
                                    financial organization), the Prototype
                                    Sponsor or any affiliate of such Trustee or
                                    Prototype Sponsor, which bear a reasonable
                                    rate of interest;

                           6.       To provide sweep services without the
                                    receipt by the Trustee of additional
                                    compensation or other consideration (other
                                    than reimbursement of direct expenses
                                    properly and actually incurred in the
                                    performance of such services);

                           7.       To hold in the form of cash for distribution
                                    or investment such portion of the Fund as,
                                    at any time and from time-to-time, the
                                    Trustee shall deem prudent and deposit such
                                    cash in interest bearing or non-interest
                                    bearing accounts;

                           8.       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;

                           9.       To settle, compromise, or submit to
                                    arbitration any claims, debts, or damages
                                    due or owing to or from the Plan, to
                                    commence or defend suits or legal or
                                    administrative proceedings, and to represent
                                    the Plan in all suits and legal and
                                    administrative proceedings;
<PAGE>
                           10.      To employ suitable agents and counsel, to
                                    contract with agents to perform
                                    administrative and record keeping duties and
                                    to pay their reasonable expenses, fees and
                                    compensation, and such agent or counsel
                                    mayor may not be agent or counsel for the
                                    Employer;

                           11.      To cause any part or all of the Fund,
                                    without limitation as to amount, to be
                                    commingled with the funds of other trusts
                                    (including trusts for qualified employee
                                    benefit plans) by causing such money to be
                                    invested as a part of any pooled, common,
                                    collective or commingled trust fund
                                    (including any such fund described in the
                                    Adoption Agreement) heretofore or hereafter
                                    created by any Trustee (if the Trustee is a
                                    bank), by the Prototype Sponsor, by any
                                    affiliate bank of such a Trustee or by such
                                    a Trustee or the Prototype Sponsor, or by
                                    such an affiliate in participation with
                                    others; the instrument or instruments
                                    establishing such trust fund or funds, as
                                    amended, being made part of this Plan and
                                    trust so long as any portion of the Fund
                                    shall be invested through the medium
                                    thereof; and

                           12.      Generally to do all such acts, execute all
                                    such instruments, initiate such proceedings,
                                    and exercise all such rights and privileges
                                    with relation to property constituting the
                                    Fund as if the Trustee were the absolute
                                    owner thereof.

         5.05     DIVISION OF FUND INTO INVESTMENT FUNDS

                  The Employer may direct the Trustee (or Custodian) from
                  time-to-time to divide and redivide the Fund into one or more
                  Investment Funds. Such Investment Funds may include, but not
                  be limited to, Investment Funds representing the assets under
                  the control of an investment manager pursuant to Section 5.12
                  and Investment Funds representing investment options available
                  for individual direction by Participants pursuant to Section
                  514. Upon each division or redivision, the Employer may
                  specify the part of the Fund to be allocated to each such
                  Investment Fund and the terms and conditions, if any, under
                  which the assets in such Investment Fund shall be invested.

         5.06     COMPENSATION AND EXPENSES

                  The Trustee (or Custodian, if applicable) shall receive such
                  reasonable compensation as may be agreed upon by the Trustee
                  (or Custodian) and the Employer. The Trustee (or Custodian)
                  shall be entitled to reimbursement by the Employer for all
                  proper expenses incurred in carrying out his or her duties
                  under this Plan, including reasonable legal, accounting and
                  actuarial expenses. If not paid by the Employer, such
                  compensation and expenses may be charged against the Fund.

                  All taxes of any kind that may be levied or assessed under
                  existing or future laws upon, or in respect of, the Fund or
                  the income thereof shall be paid from the Fund.

         5.07     NOT OBLIGATED TO QUESTION DATA

                  The Employer shall furnish the Trustee (or Custodian, if
                  applicable) and Plan Administrator the information which each
                  party deems necessary for the administration of the Plan
                  including, but not limited to, changes in a Participant's
                  status, eligibility, mailing addresses and other such data as
                  may be required. The Trustee (or Custodian) and Plan
                  Administrator shall be entitled to act on such information as
                  is supplied them and shall have no duty or responsibility to
                  further verify or question such information.

         5.08     LIABILITY FOR WITHHOLDING ON DISTRIBUTIONS

                  The Plan Administrator shall be responsible for withholding
                  federal income taxes from distributions from the Plan, unless
                  the Participant (or Beneficiary, where applicable) elects not
                  to have such taxes withheld. The Trustee (or Custodian) or
                  other payor may act as agent for the Plan Administrator to
                  withhold such taxes and to make the appropriate distribution
                  reports, if the Plan Administrator furnishes all the
                  information to the Trustee (or Custodian) or other payor it
                  may need to do withholding and reporting.

         5.09     RESIGNATION OR REMOVAL OF TRUSTEE (OR CUSTODIAN)

                  The Trustee (or Custodian, if applicable) may resign at any
                  time by giving 30 days advance written notice to the Employer.
                  The resignation shall become effective 30 days after receipt
                  of such notice unless a shorter period is agreed upon.

                  The Employer may remove any Trustee (or Custodian) at any time
                  by giving written notice to such Trustee (or Custodian) and
                  such removal shall be effective 30 days after receipt of such
                  notice unless a shorter period is agreed upon. The Employer
                  shall have the power to appoint a successor
<PAGE>
                  Trustee (or Custodian).

                  Upon such resignation or removal, if the resigning or removed
                  Trustee (or Custodian) is the sole Trustee (or Custodian), he
                  or she shall transfer all of the assets of the Fund then held
                  by such Trustee (or Custodian) as expeditiously as possible to
                  the successor Trustee (or Custodian) after paying or reserving
                  such reasonable amount as he or she shall deem necessary to
                  provide for the expense in the settlement of the accounts and
                  the amount of any compensation due him or her and any sums
                  chargeable against the Fund for which he or she may be liable.
                  If the Funds as reserved are not sufficient for such purpose,
                  then he or she shall be entitled to reimbursement from the
                  successor Trustee (or Custodial) out of the assets in the
                  successor Trustee's (or Custodian's) hands under this Plan. If
                  that amount reserved shall be in excess of the amount actually
                  need the former Trustee (or Custodian) shall return such
                  excess to the successor Trustee (or Custodian).

                  Upon receipt of the transferred assets, the successor Trustee
                  (or Custodian) shall thereupon succeed to all of the powers
                  and responsibilities given to the Trustee (or Custodian) by
                  this Plan.

                  The resigning or removed Trustee (or Custodian) shall render
                  an accounting to the Employer and unless objected to by the
                  employer within 30 days of its receipt, the accounting shall
                  be deemed to have been approved and the resigning or removed
                  Trustee (or Custodian) shall be released and discharged as to
                  all matters set forth in the accounting. Where a financial
                  organization is serving as Trustee (or Custodian) and it is
                  merged with or bought by another organization (or comes under
                  the control of any federal or state agency), that organization
                  shall serve as the successor Trustee (or Custodian) of this
                  Plan, but only if it is the type of organization that can so
                  serve under applicable law.

                  Where the Trustee or Custodian is serving as a nonbank trustee
                  or custodian pursuant to Section 1.401-12(n) of the Income
                  Tax Regulations, the Employer will appoint a successor Trustee
                  (or Custodian) upon notification by the Commissioner of
                  Internal Revenue that such substitution is required because
                  the Trustee (or Custodian) has failed to comply with the
                  requirements of Section 1.401-12(n) or is not keeping such
                  records or making such returns or rendering such statements as
                  are required by forms or regulations

         5.10     DEGREE OF CARE LIMITATIONS OF LIABILITY

                  The Trustee (or Custodian) shall not be liable for any losses
                  incurred by the Fund by any direction to invest communicated
                  by the Employer, Plan Administrator, investment manager
                  appointed pursuant to Section 5.12 or any Participant or
                  Beneficiary. The Trustee (or Custodian) shall be under no
                  liability for distributions made or other action taken or not
                  taken at the written direction of the Plan Administrator. It
                  is specifically understood that the Trustee (or Custodian)
                  shall have no duty or responsibility with respect to the
                  determination of matters pertaining to the eligibility of any
                  Employee to become a Participant or remain a Participant
                  hereunder, the amount of benefit to which a Participant or
                  Beneficiary shall be entitled to receive hereunder, whether a
                  distribution to Participant or Beneficiary is appropriate
                  under the terms of the Plan or the size and type of any policy
                  to be purchased from any insurer for any Participant hereunder
                  or similar matters it being understood that all such
                  responsibilities under the Plan are vested in the Plan
                  Administrator.

         5.11     INDEMNIFICATION OF PROTOTYPE SPONSOR AND TRUSTEE (OR
                  CUSTODIAN)

                  Notwithstanding any other provision herein, and except as may
                  be otherwise provided by ERISA, the Employer shall indemnify
                  and hold harmless the Trustee (or Custodian, if applicable)
                  and the Prototype Sponsor, their officers, directors,
                  employees, agents, their heirs, executors, successors and
                  assigns, from and against any and all liabilities, damages,
                  judgements, settlements, losses, costs, charges, or expenses
                  (including legal expenses) at any time arising out of or
                  incurred in connection with any action taken by such parties
                  in the performance of their duties with respect to this Plan,
                  unless there has been a final adjudication of gross negligence
                  or willful misconduct in the performance of such duties.

                  Further, except as may be otherwise provided by ERISA, the
                  Employer will indemnify the Trustee (or Custodian) and
                  Prototype Sponsor from any liability, claim or expense
                  (including legal expense) which the Trustee (or Custodian) and
                  Prototype Sponsor shall incur by reason of or which results,
                  in whole or in part, from the Trustee's (or Custodian's) or
                  Prototype Sponsor's reliance on the facts and other directions
                  and elections the Employer communicates or fails to
                  communicate.

         5.12     INVESTMENT MANAGERS
<PAGE>
                  A.       Definition of Investment Manager -The Employer may
                           appoint one or more investment managers to make
                           investment decisions with respect to all or a portion
                           of the Fund. The investment manager shall be any firm
                           or individual registered as an investment adviser
                           under the Investment Advisers Act of 1940, a bank as
                           defined in said Act or an insurance company qualified
                           under the laws of more than one state to perform
                           services consisting of the management, acquisition or
                           disposition of any assets of the Plan.

                  B.       Investment Manager's Authority -A separate Investment
                           Fund shall be established representing the assets of
                           the Fund invested at the direction of the investment
                           manager. The investment manager so appointed shall
                           direct the Trustee (or Custodian, if applicable) with
                           respect to the investment of such Investment Fund.
                           The investments which may be acquired at the
                           direction of the investment manager are those
                           described in Section 5.03(A) (for Custodians) or
                           Section 5.04(A) (for Trustees).

                  C.       Written Agreement -The appointment of any investment
                           manager shall be by written agreement between the
                           Employer and the investment manager and a copy of
                           such agreement (and any modification or termination
                           thereof) must be given to the Trustee (or Custodian).

                           The agreement shall set forth, among other matters,
                           the effective date of the investment manager's
                           appointment and an acknowledgment by the investment
                           manager that it is a fiduciary of the Plan under
                           ERISA

                  D.       Concerning the Trustee (or Custodian) -Written notice
                           of each appointment of an investment manager shall be
                           given to the Trustee (or Custodian) in advance of the
                           effective date of such appointment. Such notice shall
                           specify which portion of the Fund will constitute the
                           Investment Fund subject to the investment manager's
                           direction The Trustee (or Custodian) shall comply
                           with the investment direction given to it by the
                           investment manager and will not be liable for any
                           loss which may result by reason of any action (or
                           inaction) it takes at the direction of the investment
                           manager.

         5.13     MATTERS RELATING TO INSURANCE

                  A.       If a life insurance policy is to be purchased for a
                           Participant, the aggregate premium for certain life
                           insurance for each Participant must be less than a
                           certain percentage of the aggregate Employer
                           Contributions and Forfeitures allocated to a
                           Participant's Individual Account at any particular
                           time as follows:

                           1.       Ordinary Life Insurance -For purposes of
                                    these incidental insurance provisions,
                                    ordinary life insurance contracts are
                                    contracts with both non-decreasing death
                                    benefits and non-increasing premiums. If
                                    such contracts are purchased, less than 50%
                                    of the aggregate Employer Contributions and
                                    Forfeitures allocated to any Participant's
                                    Individual Account will be used to pay the
                                    premiums attributable to them.

                           2.       Term and Universal Life Insurance -No more
                                    than 25% of the aggregate Employer
                                    Contributions and Forfeitures allocated to
                                    any Participant's Individual Account 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 50% of the ordinary
                                    life insurance premiums and all other life
                                    insurance premiums will not exceed 25% of
                                    the aggregate Employer Contributions and
                                    Forfeitures allocated to any Participant's
                                    Individual Account.

                           If this Plan is a profit sharing plan, the above
                           incidental benefits limits do not apply to life
                           insurance contracts purchased with Employer
                           Contributions and Forfeitures that have been in the
                           Participant's Individual Account for at least 2 full
                           Plan Years, measured from the date such contributions
                           were allocated.

                  B.       Any dividends or credits earned on insurance
                           contracts for a Participant shall be allocated to
                           such Participant's Individual Account.

                  C.       Subject to Section 6.05, the contracts on a
                           Participant's life will be converted to cash or an
                           annuity or distributed to the Participant upon
                           commencement of benefits.

                  D.       The Trustee (or Custodian, if applicable) shall apply
                           for and will be the owner of any
<PAGE>
                           insurance contract(s) purchased under the terms of
                           this Plan. The insurance contract(s) must provide
                           that proceeds will be payable to the Trustee (or
                           Custodian), however, the Trustee (or Custodian) shall
                           be required to pay over all proceeds of the
                           contract(s) to the Participant's designated
                           Beneficiary in accordance with the distribution
                           provisions of this Plan. A Participant's spouse will
                           be the designated Beneficiary of the proceeds in all
                           circumstances unless a qualified election has been
                           made in accordance with Section 6.05. Under no
                           circumstances shall the 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.

                  E.       The Plan Administrator may direct the Trustee (or
                           Custodian) to sell and distribute insurance or
                           annuity contracts to a Participant (or other party as
                           may be permitted) in accordance with applicable law
                           or regulations.

         5.14     DIRECTION OF INVESTMENTS BY PARTICIPANT

                  If so indicated in the Adoption Agreement, each Participant
                  may individually direct the Trustee (or Custodian, if
                  applicable) regarding the investment of part or all of his or
                  her Individual Account. To the extent so directed, the
                  Employer, Plan Administrator, Trustee (or Custodian) and all
                  other fiduciaries are relieved of their fiduciary
                  responsibility under Section 4.04 of ERISA.

                  The Plan Administrator shall direct that a Separate Fund be
                  established in the name of each Participant who directs the
                  investment of part or all of his or her Individual Account.
                  Each Separate Fund shall be charged or credited (as
                  appropriate) with the earnings, gains, losses or expenses
                  attributable to such Separate Fund. No fiduciary shall be
                  liable for any loss which results from a Participant's
                  individual direction. The assets subject to individual
                  direction shall not be invested in collectibles as that term
                  is defined in Section 408(m) of the Code.

                  The Plan Administrator shall establish such uniform and
                  nondiscriminatory rules relating to individual direction as it
                  deems necessary or advisable including, but not limited to,
                  rules describing (1) which portions of Participant's
                  Individual Account can be individually directed; (2) the
                  frequency of investment changes; (3) the forms and procedures
                  for making investment changes; and (4) the effect of a
                  Participant's failure to make a valid direction.

                  The Plan Administrator may, in a uniform and nondiscriminatory
                  manner, limit the available investments for Participants'
                  individual direction to certain specified investment options
                  (including, but not limited to, certain mutual funds,
                  investment contracts, deposit accounts and group trusts). The
                  Plan Administrator may permit, in a uniform and
                  nondiscriminatory manner, a Beneficiary of a deceased
                  Participant or the alternate payee under a qualified domestic
                  relations order (as defined in Section 414(p) of the Code) to
                  individually direct in accordance with this Section.

SECTION SIX    VESTING AND DISTRIBUTION

         6.01     DISTRIBUTION TO PARTICIPANT

                  A.       Distributable Events

                           l.       Entitlement to Distribution -The Vested
                                    portion of a Participant's Individual
                                    Account shall be distributable to the
                                    Participant upon (1) the occurrence of any
                                    of the distributable events specified in the
                                    Adoption Agreement; (2) the Participant's
                                    Termination of Employment after attaining
                                    Normal Retirement Age; (3) the termination
                                    of the Plan; and (4) the Participant's
                                    Termination of Employment after satisfying
                                    any Early Retirement Age Conditions.

                                    If a Participant separates from service
                                    before satisfying the Early Retirement Age
                                    requirement, but has satisfied the service
                                    requirement, the Participant will be
                                    entitled to elect an early retirement
                                    benefit upon satisfaction of such age
                                    requirement.

                           2.       Written Request. When Distributed -A
                                    Participant entitled to distribution who
                                    wishes to receive a distribution must submit
                                    a written request to the Plan Administrator.
                                    Such request shall be made upon a form
                                    provided by the Plan Administrator. Upon a
                                    valid request, the Plan Administrator shall
                                    direct the Trustee (or Custodian, if
                                    applicable) to commence distribution no
                                    later than the time specified in the
                                    Adoption Agreement for this purpose and, if
                                    not specified in the Adoption Agreement,
                                    then no later than 90 days following the
                                    later of:
<PAGE>
                                    a.       the close of the Plan Year within
                                             which the event occurs which
                                             entitles the Participant to
                                             distribution; or

                                    b.       the close of the Plan Year in which
                                             the request is received.

                           3.       Special Rules for Withdrawals During Service
                                    -If this is a profit sharing plan and the
                                    Adoption Agreement so provides, a
                                    Participant may elect to receive a
                                    distribution of all or part of the Vested
                                    portion of his or her Individual Account,
                                    subject to the requirements of Section 6.05
                                    and further subject to the following limits:

                                    a.       Participant for 5 or more years. An
                                             Employee who has been a Participant
                                             in the Plan for 5 or more years may
                                             withdraw up to the entire Vested
                                             portion of his or her Individual
                                             Account.

                                    b.       Participant for less than 5 years.
                                             An Employee who has been a
                                             Participant in the Plan for less
                                             than 5 years may withdraw only the
                                             amount which has been in his or her
                                             Individual Account attributable to
                                             Employer Contributions for at least
                                             2 full Plan Years, measured from
                                             the date such contributions were
                                             allocated. However, if the
                                             distribution is on account of
                                             hardship, the Participant may
                                             withdraw up to his or her entire
                                             Vested portion of the Participant's
                                             Individual Account. For this
                                             purpose, hardship shall have the
                                             meaning set forth in Section
                                             6.01(A)(4) of the Code.

                           4.       Special Rules for Hardship Withdrawals -If
                                    this is a profit sharing plan and the
                                    Adoption Agreement so provides, a
                                    Participant may elect to receive a hardship
                                    distribution of all or part of the Vested
                                    portion of his or her Individual Account,
                                    subject to the requirements of Section 6.05
                                    and further subject to the following limits:

                                    a.       Participant for 5 or more years. An
                                             Employee who has been a Participant
                                             in the Plan for 5 or more years may
                                             withdraw up to the entire Vested
                                             portion of his or her Individual
                                             Account.

                                    b.       Participant for less than 5 years.
                                             An Employee who has been a
                                             Participant in the Plan for less
                                             than 5 years may withdraw only the
                                             amount which has been in his or her
                                             Individual Account attributable to
                                             Employer Contributions for at least
                                             2 full Plan Years, measured from
                                             the date such contributions were
                                             allocated.

                                             For purposes of this Section
                                             6.01(A)(4) and Section 6.01(A)(3)
                                             hardship is defined as an immediate
                                             and heavy financial need of the
                                             Participant where such Participant
                                             lacks other available resources.
                                             The following are the only
                                             financial needs considered
                                             immediate and heavy: expenses
                                             incurred or necessary for medical
                                             care, described in Section 213(d)
                                             of the Code, of the Employee, the
                                             Employee's spouse or dependents;
                                             the purchase (excluding mortgage
                                             payments) of a principal residence
                                             for the Employee; payment of
                                             tuition and related educational
                                             fees for the next 12 months of
                                             post-secondary education for the
                                             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.

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

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

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

                           5.       One- Time In-Service Withdrawal Option -If
                                    this is a profit sharing plan and the
                                    Employer has elected the one time in-service
                                    withdrawal option in the Adoption Agreement,
                                    then Participants will be permitted only one
                                    in-service withdrawal during the course of
                                    such Participants employment with the
                                    Employer. The amount which the Participant
                                    can withdraw will be limited to the lesser
                                    of the amount determined under the limits
                                    set forth in Section 6.01(A)(3) or the
                                    percentage of the Participant's Individual
                                    Account specified by the Employer in the
                                    Adoption Agreement. Distributions under this
<PAGE>
                                    Section will be subject to the requirements
                                    of Section 6.05.

                           6.       Commencement of Benefits -Notwithstanding
                                    any other provision, unless the Participant
                                    elects otherwise, distribution of benefits
                                    will begin no later than the 60th day after
                                    the latest of the close of the Plan Year in
                                    which:

                                    a.       the Participant attains Normal
                                             Retirement Age:

                                    b.       occurs the 10th anniversary of the
                                             year in which the Participant
                                             commenced participation in the
                                             Plan; or

                                    c.       the Participant incurs a
                                             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 6.02(B) of the Plan, shall be
                           deemed to be an election to defer commencement of
                           payment of any benefit sufficient to satisfy this
                           Section.

                  B.       Determining the Vesting Portion -In determining the
                           Vested portion of a Participant's Individual Account,
                           the following rules apply:

                           1.       Employer Contributions and Forfeitures -The
                                    Vested portion of a Participant's Individual
                                    Account derived from Employer Contributions
                                    and Forfeitures is determined by applying
                                    the vesting schedule selected in the
                                    Adoption Agreement (or the vesting schedule
                                    described in Section 6.01 (C) if the Plan is
                                    a Top-Heavy Plan).

                           2.       Rollover and Transfer Contributions -A
                                    Participant is fully Vested in his or her
                                    rollover contributions and transfer
                                    contributions.

                           3.       Fully Vested Under Certain Circumstances -A
                                    Participant is fully Vested in his or her
                                    Individual Account if any of the following
                                    occurs:

                                    a.       the Participant reaches Normal
                                             Retirement Age;

                                    b.       the Plan is terminated or partially
                                             terminated; or

                                    c.       There exists a complete
                                             discontinuance of contributions
                                             under the Plan.

                                    Further, unless otherwise indicated in the
                                    Adoption Agreement, a Participant is fully
                                    Vested if the Participant dies, incurs a
                                    Disability, or satisfies the conditions for
                                    Early Retirement Age (if applicable).

                           4.       Participants in a Prior Plan -If a
                                    Participant was a participant in a Prior
                                    Plan on the Effective Date, his or her
                                    Vested percentage shall not be less than it
                                    would have been under such Prior Plan as
                                    computed on the Effective Date.

                  C.       Minimum Vesting Schedule for Top-Heavy Plans -The
                           following vesting provisions apply for any Plan Year
                           in which this Plan is a Top-Heavy Plan.

                           Notwithstanding the other provisions of this Section
                           6.01 or the vesting schedule selected in the Adoption
                           Agreement (unless those provisions or that schedule
                           provide for more rapid vesting), a Participant's
                           Vested portion of his or her Individual Account
                           attributable to Employer Contributions and
                           Forfeitures shall be determined in accordance with
                           the vesting schedule elected by the Employer in the
                           Adoption Agreement (and if no election is made the 6
                           year graded schedule will be deemed to have been
                           elected) as described below:
<PAGE>
<TABLE>
<CAPTION>
                                6 Year Graded               3 Year Graded
                           Years of        Vested      Years of         Vested
                            Vesting      Percentage     Vesting       Percentage
                            Service                     Service
<S>                        <C>           <C>           <C>            <C>
                               1             0             1              0
                               2            20             2              2
                               3            40             3            100
                               4            60
                               5            80
                               6           100
</TABLE>

                           This minimum vesting schedule applies to all benefits
                           within the meaning of Section 411(a)(7) of the Code,
                           except those attributable to Nondeductible Employee
                           Contributions including benefits accrued before the
                           effective date of Section 416 of the Code and
                           benefits accrued before the Plan became a Top-Heavy
                           Plan. Further, no decrease in a Participant's Vested
                           percentage may occur in the event the Plan's status
                           as a Top-Heavy Plan changes for any Plan Year.
                           However, this Section 6.01(C) does not apply to the
                           Individual Account of any Employee who does not have
                           an Hour of Service after the Plan has initially
                           become a Top-Heavy Plan and such Employee's
                           Individual Account attributable to Employer
                           Contributions and Forfeitures will be determined
                           without regard to this Section.

                           If this Plan ceases to be a Top-Heavy Plan, then in
                           accordance with the above restrictions, the vesting
                           schedule as selected in the Adoption Agreement will
                           govern. If the vesting schedule under the Plan shifts
                           in or out of top-heavy status, such shift is an
                           amendment to the vesting schedule and the election in
                           Section 9.04 applies.

                  D.       Break in Vesting Service and Forfeitures -If a
                           Participant incurs a Termination of Employment, any
                           portion of his or her Individual Account which is not
                           Vested shall be held in a suspense account. Such
                           suspense account shall share in any increase or
                           decrease in the fair market value of the assets of
                           the Fund in accordance with Section 4 of the Plan.
                           The disposition of such suspense account shall be as
                           follows:

                           1.       Breaks in Vesting Service -If a Participant
                                    neither receives nor is deemed to receive a
                                    distribution pursuant to Section 6.01(D)(3)
                                    or (4) and the Participant returns to the
                                    service of the Employer before incurring 5
                                    consecutive Breaks in Vesting Service, there
                                    shall be no Forfeiture and the amount in
                                    such suspense account, shall be re-credited
                                    to such Participant's Individual Account.

                           2.       Five Consecutive Breaks in Vesting Service
                                    -If a Participant neither receives nor is
                                    deemed to receive a distribution pursuant to
                                    Section 6.01(D)(3) or (4) and the
                                    Participant does not return to the service
                                    of the Employer before incurring 5
                                    consecutive Breaks in Vesting Service, the
                                    portion of the Participant's Individual
                                    Account which is not Vested shall be treated
                                    as a Forfeiture and allocated in accordance
                                    with Section 3.01(C).

                           3.       Cash-out of Certain Participants -If the
                                    value of the Vested portion of such
                                    Participant's Individual Account derived
                                    from Nondeductible Employee Contributions
                                    and Employer Contributions does not exceed
                                    $3,500, the Participant shall receive a
                                    distribution of the entire Vested portion of
                                    such Individual Account and the portion
                                    which is not Vested shall be treated as a
                                    Forfeiture and allocated in accordance with
                                    Section 3.01(C). For purposes of this
                                    Section, if the value of the Vested portion
                                    of a Participant's Individual Account is
                                    zero, the Participant shall be deemed to
                                    have received a distribution of such Vested
                                    Individual Account. A Participant's Vested
                                    Individual Account balance shall not include
                                    accumulated deductible employee
                                    contributions within the meaning of Section
                                    72(o)(5)(B) of the Code for Plan Years
                                    beginning prior to January 1, 1989.

                           4.       Participants Who Elect to Receive
                                    Distributions -If such Participant elects to
                                    receive a distribution, in accordance with
                                    Section 6.02(B), of the value of the Vested
                                    portion of his or her Individual Account
                                    derived from Nondeductible Employee
                                    Contributions and Employer Contributions,
                                    the portion which is not Vested shall be
                                    treated as a Forfeiture and allocated in
                                    accordance with Section 3.01(C).

                           5.       Re-employed Participants -If a Participant
                                    receives or is deemed to receive a
                                    distribution pursuant to Section 6.01(D)(3)
                                    or (4) above and the Participant resumes
                                    employment covered under this Plan, the
                                    Participant's Employer-derived Individual
                                    Account balance will be restored to the
                                    amount on the date of distribution if the
                                    Participant repays to the
<PAGE>
                                    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 re-employed by the Employer, or
                                    the date the Participant incurs 5
                                    consecutive Breaks in Vesting Service
                                    following the date of the distribution.

                                    Any restoration of a Participant's
                                    Individual Account pursuant to Section
                                    6.01(D)(5) shall be made from other
                                    Forfeitures, income or gain to the Fund or
                                    contributions made by the Employer.

                  E.       Distribution Prior to Full Vesting -If a distribution
                           is made to a Participant who was not then fully
                           Vested in his or her Individual Account derived from
                           Employer Contributions and the Participant may
                           increase his or her Vested percentage in his or her
                           Individual Account, then the following rules shall
                           apply.

                           1.       a separate account will be established for
                                    the Participant's interest in the Plan as of
                                    the time of the distribution, and

                           2.       at any relevant time the Participant's
                                    Vested portion of the separate account will
                                    be equal to an amount ("X") determined by
                                    the formula. X=P (AB + (R x D)) -(R x D)
                                    where "P" is the Vested percentage at the
                                    relevant time," AB " is the separate account
                                    balance at the relevant time: "D" is the
                                    amount of the distribution: and "R " is the
                                    ratio of the separate account balance at the
                                    relevant time to the separate account
                                    balance after distribution.

         6.02     FORM OF DISTRIBUTION TO A PARTICIPANT

                  A.       Value of Individual Account Does Not Exceed $3,500
                           -If the value of the Vested portion of a
                           Participant's Individual Account derived from
                           Nondeductible Employee Contributions and Employer
                           Contributions does not exceed $3,500, distribution
                           from the Plan shall be made to the Participant in a
                           single lump sum in lieu of all other forms of
                           distribution from the Plan as soon as
                           administratively feasible.

                  B.       Value of Individual Account Exceeds $3,500

                           1.       If the value of the Vested portion of a
                                    Participant's Individual Account derived
                                    from Nondeductible Employee Contributions
                                    and Employer Contributions exceeds (or at
                                    the time of any prior distribution exceeded)
                                    $3,500, and the Individual Account is
                                    immediately distributable, the Participant
                                    and the Participant's spouse (or where
                                    either the Participant or the spouse died,
                                    the survivor) must consent to any
                                    distribution of such Individual Account. 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 Plan
                                    Administrator shall notify the Participant
                                    and the Participant's spouse of the right to
                                    defer any distribution until the
                                    Participant's Individual Account 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.

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

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

                                    b.       the Participant, after receiving
                                             the notice, affirmatively elects a
                                             distribution

                                    Notwithstanding the foregoing, only the
                                    Participant need consent to the commencement
                                    of a distribution in UJC: form of a
                                    qualified joint and survivor annuity while
                                    the Individual Account 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
<PAGE>
                                    satisfy Section 401 (a)(9) or Section 415 of
                                    the Code. In addition, upon termination of
                                    this Plan if the Plan does not offer an
                                    annuity option (purchased from a commercial
                                    provider), the Participant's Individual
                                    Account may, without the Participant's
                                    consent, be distributed to the Participant
                                    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 Individual Account is immediately
                                    distributable if any part of the Individual
                                    Account 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.

                           2.       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
                                    Vested portion of a Participant's
                                    Individual Account shall not include
                                    amounts attributable to accumulated
                                    deductible employee contributions within the
                                    meaning of Section 72(0)(5)(B) of the Code.

                  C.       Other Forms of Distribution to Participant -If the
                           value of the Vested portion of a Participant's
                           Individual Account exceeds $3,500 and the Participant
                           has properly waived the joint and survivor annuity,
                           as described in Section 6.05, the Participant may
                           request in writing that the Vested portion of his or
                           her Individual Account be paid to him or her in one
                           or more of the following forms of payment. (1) in a
                           lump sum; (2) in installment payments over a period
                           not to exceed the life expectancy of the Participant
                           or the joint and last survivor life expectancy of the
                           Participant and his or her designated Beneficiary; or
                           (3) applied to the purchase of an annuity contract.

                           Notwithstanding anything in this Section 6.02 to the
                           contrary, a Participant cannot elect payments in the
                           form of an annuity if the Retirement Equity Act safe
                           harbor rules of Section 6.05(F) apply.

         6.03     DISTRIBUTIONS UPON THE DEATH OF A PARTICIPANT

                  A.       Designation of Beneficiary - Spousal Consent -Each
                           Participant may designate, upon a form provided by
                           and delivered to the Plan Administrator, one or more
                           primary and contingent Beneficiaries to receive all
                           or a specified portion of the Participant's
                           Individual Account in the event of his or her death.
                           A Participant may change or revoke such Beneficiary
                           designation from time to time by completing and
                           delivering the proper form to the Plan Administrator.

                           In the event that a Participant wishes to designate a
                           primary Beneficiary who is not his or her spouse, his
                           or her spouse must consent in writing to such
                           designation, and the spouse's consent must
                           acknowledge the effect of such designation and be
                           witnessed by a notary public or plan representative.
                           Notwithstanding this consent requirement, if the
                           Participant establishes to the satisfaction of the
                           Plan Administrator that such written consent may not
                           be obtained because there is no spouse or the spouse
                           cannot be located, no consent shall be required. Any
                           change of Beneficiary will require a new spousal
                           consent.

                  B.       Payment to Beneficiary -If a Participant dies before
                           the Participant's entire Individual Account has been
                           paid to him or her, such deceased Participant's
                           Individual Account shall be payable to any surviving
                           Beneficiary designated by the Participant, or, if no
                           Beneficiary survives the Participant, to the
                           Participant's estate.

                  C.       Written Request; When Distributed -A Beneficiary of a
                           deceased Participant entitled to a distribution who
                           wishes to receive a distribution must submit a
                           written request to the Plan Administrator. Such
                           request shall be made upon a form provided by the
                           Plan Administrator. Upon a valid request, the Plan
                           Administrator shall direct the Trustee (or Custodian)
                           to commence distribution no later than the time
                           specified in the Adoption Agreement for this purpose
                           and if not specified in the Adoption Agreement, then
                           no later than 90 days following the later of:

                           1.       the close of the Plan Year within which the
                                    Participant dies; or

                           2.       the close of the Plan Year in which the
                                    request is received.


<PAGE>
                                                                   EXHIBIT 10.12


                  6.04     FORM OF DISTRIBUTION TO BENEFICIARY

                           A.  Value of Individual Account Does Not Exceed
                               $3,500 -If the value of the Participant's
                               Individual Account derived from Nondeductible
                               Employee Contributions and Employer Contributions
                               does not exceed $3,500, the Plan Administrator
                               shall direct the Trustee (or Custodian, if
                               applicable) to make a distribution to the
                               Beneficiary in a single lump sum in lieu of all
                               other forms of distribution from the Plan.

                           B.  Value of Individual Account Exceeds $3,500 -If
                               the value of a Participant's Individual Account
                               derived from Nondeductible Employee Contributions
                               and Employer Contributions exceeds $3,500 the
                               pre-retirement survivor annuity requirements of
                               Section 6.05 shall apply unless waived in
                               accordance with that Section or unless the
                               Retirement Equity Act safe harbor rules of
                               Section 6.05(F) apply. However, a surviving
                               spouse Beneficiary may elect any form of payment
                               allowable under the Plan in lieu of the
                               pre-retirement survivor annuity. Any such payment
                               to the surviving spouse must meet the
                               requirements of Section 6.06.

                           C.  Other Forms of Distribution to Beneficiary -If
                               the value of a Participant's Individual Account
                               exceeds $3,500 and the Participant has properly
                               waived the pre-retirement survivor annuity, as
                               described in Section 6.05 (if applicable) or if
                               the Beneficiary is the Participant's surviving
                               spouse, the Beneficiary may, subject to the
                               requirements of Section 6.06, request in writing
                               that the Participant's Individual Account be paid
                               as follows: (1) in a lump sum; or (2) in
                               installment payments over a period not to exceed
                               the life expectancy of such Beneficiary

                  6.05     JOINT AND SURVIVOR ANNUITY REQUIREMENTS

                           A.  The provisions of this Section shall apply to any
                               Participant who is credited with at least one
                               Hour of Eligibility Service with the Employer on
                               or after August 23, 1984, and such other
                               Participants as provided in Section 6.05(G).

                           B.  Qualified Joint and Survivor Annuity -Unless an
                               optional form of benefit is selected pursuant to
                               a qualified election within the 90-day period
                               ending on the annuity starting date, a married
                               Participant's Vested account balance will be paid
                               in the form of a qualified joint and survivor
                               annuity and an unmarried Participant's Vested
                               account balance will be paid in the form of a
                               life annuity. The Participant may elect to have
                               such annuity distributed upon attainment of the
                               earliest retirement age under the Plan.

                           C.  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 balance shall be applied toward
                               the purchase of an annuity for the life of the
                               surviving spouse. The surviving spouse may elect
                               to have such annuity distributed within a
                               reasonable period after the Participant's death.

                           D.  Definitions

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

                                    Pre-age 35 waiver -A Participant who will
                                    not yet attain age 35 as of the end of any
                                    current Plan Year may make 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
                                    6.05(E)(1). 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 Section 6.05.

                               2.   Earliest Retirement Age -The earliest date
                                    on which, under the Plan, the Participant
                                    could elect to receive retirement benefits.
<PAGE>
                               3.   Qualified Election -A waiver of a qualified
                                    joint and survivor annuity or a qualified
                                    pre-retirement survivor annuity. Any waiver
                                    of a qualified joint and survivor annuity or
                                    a qualified pre-retirement survivor annuity
                                    shall not be effective unless: (a) the
                                    Participant's spouse consents in writing to
                                    the election, (b) the election designates a
                                    specific Beneficiary, including any class of
                                    beneficiaries or any contingent
                                    beneficiaries, which may not be changed
                                    without spousal consent (or the spouse
                                    expressly permits designations by the
                                    Participant without any further spousal
                                    consent); (c) the spouse's consent
                                    acknowledges the effect of the election; and
                                    (d) the spouse's consent is witnessed by a
                                    plan representative or notary public.
                                    Additionally, a Participant's waiver of the
                                    qualified joint and survivor annuity shall
                                    not be effective unless the election
                                    designates a form of benefit payment which
                                    may not be changed without spousal consent
                                    (or the Spouse expressly permits
                                    designations by the Participant without any
                                    further spousal consent). If it is
                                    established to the satisfaction of a plan
                                    representative that there is no spouse or
                                    that the spouse cannot be located, a waiver
                                    will be deemed a qualified election.

                                    Any Consent by a spouse obtained under this
                                    provision (or establishment that the consent
                                    of a spouse may not be obtained) shall be
                                    effective only with respect to such spouse.
                                    A consent that permits designations by the
                                    Participant without any requirement of
                                    further consent by such spouse must
                                    acknowledge that the spouse has the right to
                                    limit consent to a specific Beneficiary, and
                                    a specific form of benefit where applicable,
                                    and that the spouse voluntarily elects to
                                    relinquish either or both of such rights. A
                                    revocation of a prior waiver may be made by
                                    a Participant without the Consent of the
                                    spouse at any time before the Commencement
                                    of benefits. The number of revocations shall
                                    not be limited. No consent obtained under
                                    this provision shall be valid unless the
                                    Participant has received notice as provided
                                    in Section 6.05(E) below.

                               4.   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% and not more than 100% of the amount of
                                    the annuity which is payable during the
                                    joint lives of the Participant and the
                                    spouse and which is the amount of benefit
                                    which can be purchased with the
                                    Participant's vested account balance. The
                                    percentage of the survivor annuity under the
                                    Plan shall be 50% (unless a different
                                    percentage is elected by the Employer in the
                                    Adoption Agreement).

                               5.   Spouse (surviving spouse) -The spouse or
                                    surviving spouse of the Participant,
                                    provided that a former spouse will be
                                    treated as the spouse or surviving spouse
                                    and a current spouse will not be treated as
                                    the spouse or surviving spouse to the extent
                                    provided under a qualified domestic
                                    relations order as described in Section
                                    414(p) of the Code.

                               6.   Annuity Starting Date -The first day of the
                                    first period for which an amount is paid as
                                    an annuity or any other form

                               7.   Vested Account Balance -The aggregate value
                                    of the Participant's Vested account balances
                                    derived from Employer and Nondeductible
                                    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 6.05
                                    shall apply to a Participant who is Vested
                                    in amounts attributable to Employer
                                    Contributions, Nondeductible Employee
                                    Contributions (or both) at the time of death
                                    or distribution.

                         E.    Notice Requirements

                               1.   In the case of a qualified joint and
                                    survivor annuity, the Plan Administrator
                                    shall no less than 30 days and not more than
                                    90 days prior to the annuity starting date
                                    provide each Participant a written
                                    explanation of: (a) the terms and conditions
                                    of a qualified joint and survivor annuity;
                                    (b) the Participant's right to make and the
                                    effect of an election to waive the qualified
                                    joint and survivor annuity form of benefit;
                                    (c) the rights of a Participant's spouse;
                                    and (d) the right to make, and the effect
                                    of, a revocation of a previous election to
                                    waive the qualified joint and survivor
                                    annuity.

                               2.   In the case of a qualified pre-retirement
                                    annuity as described in Section 6.05(C), the
                                    Plan 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
                                    Section 6.05(E)(1) applicable to a qualified
                                    joint and
<PAGE>
                                    survivor annuity.

                                    The applicable period for a Participant is
                                    whichever of the following periods ends last
                                    (a) 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; (b) a
                                    reasonable period ending after the
                                    individual becomes a Participant; (c) a
                                    reasonable period ending after Section
                                    605(E)(3) ceases to apply to the
                                    Participant; and (d) a reasonable period
                                    ending after this Section 6.05 first applies
                                    to the Participant. Notwithstanding the
                                    foregoing, notice must be provided within a
                                    reasonable period ending after separation
                                    from service in the case of a Participant
                                    who separates from service before attaining
                                    age 35.

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

                               3.   Notwithstanding the other requirements of
                                    this Section 6.05(E), the respective notices
                                    prescribed by this Section 6.05(E), need not
                                    be given to a Participant if (a) the Plan
                                    "fully subsidizes" the costs of a qualified
                                    joint and survivor annuity or qualified
                                    pre-retirement survivor annuity, and (b) 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 Section 6.05(E)(3), a plan
                                    fully subsidizes the cost 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.

                         F.    Retirement Equity Act Safe Harbor Rules

                               1.   If the Employer so indicates in the Adoption
                                    Agreement, this Section 6.05(F) shall apply
                                    to a Participant in a profit sharing plan,
                                    and shall always apply to any distribution,
                                    made on or after the first day of the first
                                    Plan Year beginning after December 31, 1988,
                                    from or under a separate account
                                    attributable solely to accumulated
                                    deductible employee contributions, as
                                    defined in Section 72(0)(5)(B) of the Code,
                                    and maintained on behalf of a Participant in
                                    a money purchase pension plan, (including a
                                    target benefit plan) if the following
                                    conditions are satisfied:

                                    a.  the Participant does not or cannot elect
                                        payments in the form of a life annuity;
                                        and

                                    b.  on the death of a Participant, the
                                        Participant's Vested account balance
                                        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 balance commence within the 90
                                        day period following the date of the
                                        Participant's death. The account balance
                                        shall be adjusted for gains or losses
                                        occurring after the Participant's death
                                        in accordance with the provisions of the
                                        Plan governing the adjustment of
                                        account balances for other types of
                                        distributions. This Section 6.05(F)
                                        shall not be operative with respect to a
                                        Participant in a profit sharing plan if
                                        the plan is a direct or indirect
                                        transferee of a defined benefit plan,
                                        money purchase plan, a target benefit
                                        plan, stock bonus, or profit sharing
                                        plan which is subject to the survivor
                                        annuity requirements of Section 401I
                                        (a)(11) and Section 417 of the code. If
                                        this Section 6.05(F) is operative, then
                                        the provisions of this Section 6.05
                                        other than Section 6.05(G) shall be
                                        inoperative.

                               2.   The Participant may waive the spousal death
                                    benefit described in this Section 6.05(F) at
                                    any time provided that no such waiver shall
                                    be effective unless it satisfies the
                                    conditions of Section 605(D)(3) (other than
                                    the notification requirement referred to
                                    therein) that would apply to the
                                    Participant's waiver of the qualified
                                    pre-retirement survivor annuity.

                               3.   For purposes of this Section 6.05(F), Vested
                                    account balance shall mean, in the case of a
<PAGE>
                                    money purchase pension plan or a target
                                    benefit plan, the Participant's separate
                                    account balance attributable solely to
                                    accumulated deductible employee
                                    contributions within the meaning of Section
                                    72(0)(5)(B) of the Code. In the case of a
                                    profit sharing plan, Vested account balance
                                    shall have the same meaning as provided in
                                    Section 6.05(D)(7).

                         G.    Transitional Rules

                               1.   Any living Participant not receiving
                                    benefits on August 23, 1984, who would
                                    otherwise not receive the benefits
                                    prescribed by the previous subsections of
                                    this Section 6.05 must be given the
                                    opportunity to elect to have the prior
                                    subsections of this Section apply if such
                                    Participant is credited with at least one
                                    Hour of Service under this Plan or a
                                    predecessor plan in a Plan Year beginning on
                                    or after January 1, 1976, and such
                                    Participant had at least 10 Years of Vesting
                                    Service when he or she separated from
                                    service.

                               2.   Any living Participant not receiving
                                    benefits on August 23, 1984, who was
                                    credited with at least one Hour of Service
                                    under this Plan or a predecessor plan on or
                                    after September 2, 1974, and who is not
                                    otherwise credited with any service in a
                                    Plan Year beginning on or after January
                                    1, 1976, must be given the opportunity to
                                    have his or her benefits paid in accordance
                                    with Section 6.05(G)(4).

                               3.   The respective opportunities to elect (as
                                    described in Section 6.05(G)(1) and (2)
                                    above) must be afforded to the appropriate
                                    Participants during the period commencing on
                                    August 23, 1984, and ending on the date
                                    benefits would otherwise commence to said
                                    Participants.

                               4.   Any Participant who has elected pursuant to
                                    Section 6.05(G)(2) and any Participant who
                                    does not elect under Section 6.05(G)(1) or
                                    who meets the requirements of Section
                                    6.05(G)(1) except that such Participant does
                                    not have at least 10 Years of Vesting
                                    Service when he or she separates from
                                    service, shall have his or her benefits
                                    distributed in accordance with all of the
                                    following requirements if benefits would
                                    have been payable in the form of a life
                                    annuity.

                                    a.  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 Normal Retirement
                                            Age; or

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

                                        (3) begins to receive payments on or
                                            after the qualified early retirement
                                            age; or

                                        (4) separates from service on or after
                                            attaining Normal Retirement Age (or
                                            the qualified early retirement age)
                                            and after satisfying the eligibility
                                            requirements for the payment of
                                            benefits under the Plan and
                                            thereafter dies before beginning to
                                            receive such benefits;

                                            then such benefits will be received
                                            under this Plan in the form of a
                                            qualified joint and survivor
                                            annuity, unless the Participant has
                                            elected otherwise during the
                                            election period. The election period
                                            must begin at least 6 months before
                                            the Participant attains qualified
                                            early retirement age and ends not
                                            more than 90 days before the
                                            commencement of benefits. Any
                                            election hereunder will be in
                                            writing and may be changed by the
                                            Participant at any lime.

                                    b.  Election of Early Survivor Annuity -A
                                        Participant who is employed after
                                        attaining the qualified early retirement
                                        age will be given the opportunity to
                                        elect, during the election period, to
                                        have a survivor annuity payable on
                                        death. If the Participant elects the
                                        survivor annuity, payments under such
                                        annuity must not be less than the
                                        payments which would have been made to
                                        the spouse under the qualified joint and
                                        survivor annuity if the Participant had
                                        retired on the day before his or her
                                        death. Any election under this provision
                                        will be in writing and may be changed by
                                        the Participant at any time. The
                                        election period begins on the later of
                                        (1) the 90th day
<PAGE>
                                        before the Participant attains the
                                        qualified early retirement age, or (2)
                                        the date on which participation begins,
                                        and ends on the date the Participant
                                        terminates employment.

                                    c.  For purposes of Section 6.05(G)(4):

                                        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,

                                            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 6.05(D)(4) of
                                            this Plan.

                  6.06     DISTRIBUTION REQUIREMENTS

                           A.  General Rules

                               1.   Subject to Section 6.05 Joint and Survivor
                                    Annuity Requirements, 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 6.06 apply to
                                    calendar years beginning after December
                                    31, 1984.

                               2.   All distributions required under this
                                    Section 6.06 shall be determined and made in
                                    accordance with the Income Tax Regulations
                                    under Section 401(a)(9), including the
                                    minimum distribution incidental benefit
                                    requirement of Section 1.401(a)(9)-2 of the
                                    proposed regulations.

                           B.  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.

                           C.  Limits on Distribution Periods -As of the first
                               distribution calendar year, distributions, if not
                               made in a single sum, may only be made over one
                               of the following periods (or a combination
                               thereof):

                               1.   the life of the Participant,

                               2.   the life of the Participant and a designated
                                    Beneficiary,

                               3.   a period certain not extending beyond the
                                    life expectancy of the Participant, or

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

                           D.  Determination of Amount to be Distributed Each
                               Year -If the Participant's interest is to be
                               distributed in other than a single sum, the
                               following minimum distribution rules shall apply
                               on or after the required beginning date:

                               1.   Individual Account

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

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

                                    c.  For calendar years beginning after
                                        December 31, 1988, the amount to be
                                        distributed each year, beginning with
                                        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 Section 6.05(D)(1)(a)
                                        above as the relevant divisor without
                                        regard to proposed regulations
                                        1.401(a)(9)-2.

                                    d.  The minimum distribution required for
                                        the Participant's first distribution
                                        calendar year must be made on or before
                                        the Participant's required beginning
                                        date. The minimum distribution for other
                                        calendar years, including the minimum
                                        distribution for the distribution
                                        calendar year in which the Employee's
                                        required beginning date occurs, must be
                                        made on or before December 31 of that
                                        distribution calendar year.

                               2.   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 regulations
                                    thereunder

                           E.  Death Distribution Provisions

                               1.   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.

                               2.   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 (a) or (b)
                                    below:

                                    a.  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;

                                    b.  if the designated Beneficiary is the
                                        Participant's surviving spouse, the date
                                        distributions are required to begin in
                                        accordance with (a) 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 dies or (2) December 31 of
                                        the calendar year in which the
                                        Participant would have attained age
                                        70 1/2.

                                        If the Participant has not made all
                                        election pursuant to this Section
                                        6.05(E)(2) by the time of his or her
                                        death, the Participant's designated
                                        Beneficiary must elect the method of
                                        distribution no later than the earlier
                                        of (1) December 31 of the calendar year
                                        in which distributions would be required
                                        to begin under this Section 6.05(E)(2),
                                        or (2) December 31 of the calendar year
                                        which contains the fifth anniversary of
                                        the dale 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.

                               3.   For purposes of Section 6.06(E)(2) above, if
                                    the surviving spouse dies after the
                                    Participant, but before payments to such
                                    spouse begin, the provisions of Section
<PAGE>
                                    606(E)(2), with the exception of paragraph
                                    (b) therein, shall be applied as if the
                                    surviving spouse were the Participant.

                               4.   For purposes of this Section 6.06(E), any
                                    amount paid to a child of the Participant
                                    will be treated as if it h, been paid to the
                                    surviving spouse if the amount becomes
                                    payable to the surviving spouse when the
                                    child reach the age of majority.

                               5.   For purposes of this Section 6.06(E),
                                    distribution of a Participant's interest is
                                    considered to begin on the Participant's
                                    required beginning date (or, if Section
                                    6.06(E)(3) above is applicable, the date
                                    distribution is required to begin to the
                                    surviving spouse pursuant to Section
                                    6.06(E)(2) above). 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.

                           F.  Definitions

                               1.   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.

                               2.   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.

                               3.   Distribution Calendar Year -A calendar year
                                    for which a minimum distribution is
                                    required. For distributions beginning before
                                    the Participant's death, the first
                                    distribution calendar year is the calendar
                                    year immediately preceding the calendar year
                                    which contains the Participant's required
                                    beginning date. For distributions beginning
                                    after the Participant's death, the first
                                    distribution calendar year is the calendar
                                    year in which distributions are required to
                                    begin pursuant to Section 6.05(E) above.

                               4.   Life Expectancy -Life expectancy and joint
                                    and last survivor expectancy are computed by
                                    use of the expected return multiples in
                                    Tables V and VI of Section 1.72-9 of the
                                    Income Tax Regulations.

                                    Unless otherwise elected by the Participant
                                    (or spouse, in the case of distributions
                                    described in Section 605(E)(2)(b) above) by
                                    the time distributions are required to
                                    begin, life expectancies shall be
                                    recalculated annually. Such election shall
                                    be irrevocable as to the Participant (or
                                    spouse) and shall apply to all subsequent
                                    years. The life expectancy of a nonspouse
                                    Beneficiary may not be recalculated.

                               5.   Participant's Benefit

                                    a.  The account balance as of the last
                                        valuation date in the valuation calendar
                                        year (the calendar year immediately
                                        preceding the distribution calendar
                                        year) increased by the amount of any
                                        Contributions or Forfeitures allocated
                                        to the account balance as of dates ill
                                        the valuation calendar year after the
                                        valuation date and decreased by
                                        distributions made in the valuation
                                        calendar year after the valuation date.

                                    b.  Exception for second distribution
                                        calendar year. For purposes of paragraph
                                        (a) above, if any portion of the minimum
                                        distribution for the first distribution
                                        calendar year is made in the second
                                        distribution calendar year 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.

                               6.   Required Beginning Date

                                    a.  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
<PAGE>
                                        70 1/2.

                                    b.  Transitional Rules -The required
                                        beginning date of a Participant who
                                        attains age 70 1/2 before January 1,
                                        1988, shall be determined in accordance
                                        with (1) or (2) below

                                        (1) Non 5% Owners -The required
                                            beginning date of a Participant who
                                            is not a 5% owner is the first day
                                            of April of the calendar year
                                            following the calendar year in which
                                            the later of retirement or
                                            attainment of age 70 1/2 occurs.

                                        (2) 5% Owners -The required beginning
                                            date of a Participant who is as 5%
                                            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 as 5%
                                                 owner, or the calendar year in
                                                 which the Participant retires.

                                            The required beginning date of a
                                            Participant who is not a 5% owner
                                            who attains age 70 1/2 during 1988
                                            and who has not retired as of
                                            January 1,1989, is April 1, 1990.

                                    c.  5% Owner -A Participant is treated as a
                                        5% owner for purposes of this Section
                                        6.06(F)(6) if such Participant is as 5%
                                        owner as defined in Section 416(i) of
                                        the Code (determined in accordance with
                                        Section 416 but without regard to
                                        whether the Plan is top-heavy) at any
                                        time during the Plan Year ending with or
                                        within the calendar year in which such
                                        owner attains age 66 1/2 or any
                                        subsequent Plan Year.

                                    d.  Once distributions have begun to as 5%
                                        owner under this Section 6.06(F)(6) they
                                        must continue to be distributed, even if
                                        the Participant ceases to be a 5% owner
                                        in a subsequent year.

                           G.  Transitional Rule

                               1.   Notwithstanding the other requirements of
                                    this Section 6.06 and subject to the
                                    requirements of Section 6.05, Joint and
                                    Survivor Annuity Requirements, distribution
                                    on behalf of any Employee, including a 5%
                                    owner, may be made in accordance with all of
                                    the following requirements (regardless of
                                    when such distribution commences):

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

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

                                    c.  Such designation was in Writing, was
                                        signed by the Employee or the
                                        Beneficiary, and was made before January
                                        1, 1984.

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

                                    e.  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.

                               2.   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.

                               3.   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
<PAGE>
                                    distribution is being made if the method of
                                    distribution was specified in writing and
                                    the distribution satisfies the requirements
                                    in Sections 6.06(G)(J)(a) and (e).

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

                  6.07     ANNUITY CONTRACTS
                           Any annuity contract distributed under the Plan (if
                           permitted or required by this Section 6) must be
                           nontransferable. The terms of any annuity contract
                           purchased and distributed by the Plan to a
                           Participant or spouse shall comply with the
                           requirements of the Plan.

                  6.08     LOANS TO PARTICIPANTS
                           If the Adoption Agreement so indicates, a Participant
                           may receive a loan from the Fund, subject to the
                           following rules:

                           A.  Loans shall be made available to all Participants
                               on a reasonably equivalent basis

                           B.  Loans shall not be made available to Highly
                               Compensated Employees (as defined in Section
                               414(q) of the Code) 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 present
                               value of the Vested portion of a Participant's
                               Individual Account.

                           E.  A Participant must obtain the consent of his or
                               her spouse, if any, to the use of the Individual
                               Account as security for the loan. Spousal consent
                               shall be obtained no earlier than the beginning
                               of the 90 day period that ends on the date on
                               which the loan is to be so secured, The consent
                               must be in writing, must acknowledge the effect
                               of the loan, and must be witnessed by a plan
                               representative or notary public. Such consent
                               shall thereafter be binding with respect to the
                               consenting spouse or any subsequent spouse with
                               respect to that loan. A new consent shall be
                               required if the account balance is used for
                               re-negotiation, extension, renewal, or other
                               revision of the loan. Notwithstanding the
                               foregoing, no spousal consent is necessary if, at
                               the time the loan is secured, no consent would be
                               required for a distribution under Section
                               417(a)(2)(B). In addition, spousal consent is not
                               required if the Plan or the Participant is not
                               subject to Section 401 (a)(11) at the time the
                               Individual Account is used as security, or if the
                               total Individual Account subject to the security
                               is less than or equal to $3,500.

                           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.
                               Notwithstanding the preceding sentence, a
                               Participant's default on a loan will be treated
                               as a distributable event and as soon as
                               administratively feasible after the default, the
                               Participant's Vested Individual Account will be
                               reduced by the lesser of the amount in default
                               (plus accrued interest) or the amount secured. If
                               this Plan is a 401(k) plan, then to the extent
                               the loan is attributable to a Participant's
                               Elective Deferrals, Qualified Nonelective
                               Contributions or Qualified Matching
                               Contributions, the Participant's Individual
                               Account will not be reduced unless the
                               Participant has attained age 59-1/2 or has
                               another distributable event. A Participant will
                               be deemed to have consented to the provision at
                               the time the loan is made to the Participant.

                           G.  No loans will be made to any shareholder-employee
                               or Owner-Employee. For purposes of
<PAGE>
                               this requirement, a shareholder-employee means an
                               employee or officer of an electing small business
                               (Subchapter S) corporation who owns (or is
                               considered as owning within the meaning of
                               Section 318(a)(I) of the Code), on any day during
                               the taxable year of such corporation, more than
                               5% of the outstanding stock of the corporation.

                           If a valid spousal consent has been obtained in
                           accordance with 6.08(E), then, notwithstanding any
                           other provisions of this Plan, the portion of the
                           Participant's Vested Individual Account 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 Individual Account (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
                           Individual Account by the amount of the security used
                           as repayment of the loan, and then determining the
                           benefit payable to the surviving spouse.

                           To avoid taxation to the Participant, no loan to any
                           Participant can be made to the extent that such loan
                           when added to the outstanding balance of all other
                           loans to the Participant would exceed the lesser of
                           (a) $50,000 reduced by the excess (if any) of the
                           highest outstanding balance of 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 (b) 50% of the
                           present value of the non-forfeitable Individual
                           Account of the Participant or, if greater, the total
                           Individual Account up to $10,000. For the purpose of
                           the above limitation, all loans from all plans of the
                           Employer and other members of a group of employers
                           described in Sections 414(b), 414(c), and 414(m) of
                           the Code are aggregated. Furthermore, any loan shall
                           by its terms require that repayment (principal and
                           interest) be amortized in level payments, not less
                           frequently than quarterly, over a period not
                           extending beyond 5 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.

                           The Plan Administrator shall administer the loan
                           program in accordance with a written document Such
                           written document shall include, at a minimum, the
                           following. (i) the identity of the person or
                           positions authorized to administer the Participant
                           loan program; (ii) the procedure for applying for
                           loans; (iii) the basis on which loans will be
                           approved or denied; (iv) limitations (if any) on the
                           types and amounts of loans offered; (v) the procedure
                           under the program for determining a reasonable rate
                           of interest; (vi) the types of collateral which may
                           secure a Participant loan; and (vii) the events
                           constituting default and the steps that will be taken
                           to preserve Plan assets in the event of such default.

                  6.09     DISTRIBUTION IN KIND

                           The Plan Administrator may cause any distribution
                           under this Plan to be made either in a form actually
                           held in the Fund, or in cash by converting assets
                           other than cash into cash, or in any combination of
                           the two foregoing ways.

                  6.10     DIRECT ROLLOVERS OF ELIGIBLE ROLLOVER DISTRIBUTIONS

                           A.  Direct Rollover Option
                               This Section applies to distributions made on or
                               after January 1, 1993. Notwithstanding any
                               provision of the Plan to the contrary that would
                               otherwise limit a distributee's election under
                               this Section, a distributee may elect, at the
                               time and in the manner prescribed by the Plan
                               Administrator, to have any portion of an eligible
                               rollover distribution that is equal to at least
                               $500 paid directly to an eligible retirement plan
                               specified by the distributee in a direct
                               rollover.

                           B.  Definitions

                               1.   Eligible rollover distribution -All 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.

                                    a.  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
<PAGE>
                                        or the joint lives (or joint life
                                        expectancies) of the distributee and the
                                        distributee's designated Beneficiary, or
                                        for a specified period of ten years or
                                        more;

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

                                    c.  the portion of any other distribution
                                        that is not includible in gross income
                                        (determined without regard to the
                                        exclusion for net unrealized
                                        appreciation with respect to employer
                                        securities); and

                                    d.  any other distribution(s) that is
                                        reasonably expected to total less than
                                        $200 during a year.

                               2.   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.

                               3.   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.

                               4.   Direct rollover -A direct rollover is a
                                    payment by the Plan to the eligible
                                    retirement plan specified by the
                                    distributee.

                  6.11     PROCEDURE FOR MISSING PARTICIPANTS OR BENEFICIARIES
                           The Plan Administrator must use all reasonable
                           measures to locate Participants or Beneficiaries who
                           are entitled to distributions from the Plan. In the
                           event that the Plan Administrator cannot locate a
                           Participant or Beneficiary who is entitled to a
                           distribution from the Plan after using all reasonable
                           measures to locate him or her, the Plan Administrator
                           may, consistent with applicable laws, regulations and
                           other pronouncements under ERISA, use any reasonable
                           procedure to dispose of distributable plan assets,
                           including any of the following (1) establish a bank
                           account for and in the name of the Participant or
                           Beneficiary and transfer the assets to such bank
                           account, (2) purchase an annuity contract with the
                           assets in the name of the Participant or Beneficiary,
                           or (3) after the expiration of 5 years after the
                           benefit becomes payable, treat the amount
                           distributable as a Forfeiture and allocate it in
                           accordance with the terms of the Plan and if the
                           Participant or Beneficiary is later located, restore
                           such benefit to the Plan

SECTION SEVEN          CLAIMS PROCEDURE

                  7.01     FILING A CLAIM FOR PLAN DISTRIBUTIONS
                           A Participant or Beneficiary who desires to make a
                           claim for the Vested portion of the Participant's
                           Individual Account shall file a written request with
                           the Plan Administrator on a form to be furnished to
                           him or her by the Plan Administrator for such
                           purpose. The request shall set forth the basis of the
                           claim. The Plan Administrator is authorized to
                           conduct such examinations as may be necessary to
                           facilitate the payment of any benefits to which the
                           Participant or Beneficiary may be entitled under the
                           terms of the Plan.

                  7.02     DENIAL OF CLAIM
                           Whenever a claim for a Plan distribution by any
                           Participant or Beneficiary has been wholly or
                           partially denied, the Plan Administrator must furnish
                           such Participant or Beneficiary written notice of the
                           denial within 60 days of the date the original claim
                           was filed. This notice shall set forth the specific
                           reasons for the denial, specific reference to
                           pertinent Plan provisions on which the denial is
                           based, a description of any additional information or
                           material needed to perfect the claim, an explanation
                           of why such additional information or material is
                           necessary and an explanation of the procedures for
                           appeal.

                  7.03     REMEDIES AVAILABLE
                           The Participant or Beneficiary shall have 60 days
                           from receipt of the denial notice in which to
<PAGE>
                           make written application for review by the Plan
                           Administrator. The Participant or Beneficiary may
                           request that the review be in the nature of a
                           hearing. The Participant or Beneficiary shall have
                           the right to representation, to review pertinent
                           documents and to submit comments in writing. The Plan
                           Administrator shall issue a decision on such review
                           within 60 days after receipt of an application for
                           review as provided for in Section 7.02. Upon a
                           decision unfavorable to the Participant or
                           Beneficiary, such Participant or Beneficiary shall be
                           entitled to bring such actions in law or equity as
                           may be necessary or appropriate to protect or clarify
                           his or her right to benefits under this Plan.

SECTION EIGHT              PLAN ADMINISTRATOR

                  8.01     EMPLOYER IS PLAN ADMINISTRATOR

                           A.  The Employer shall be the Plan Administrator
                               unless the managing body of the Employer
                               designates a person or persons other than the
                               Employer as the Plan Administrator and so
                               notifies the Trustee (or Custodian, if
                               applicable). The Employer shall also be the Plan
                               Administrator if the person or persons so
                               designated cease to be the Plan Administrator.
                               The Employer may establish an administrative
                               committee that will carry out the Plan
                               Administrator's duties. Members of the
                               administrative committee may allocate the Plan
                               Administrator's duties among themselves.

                           B.  If the managing body of the Employer designates a
                               person or persons other than the Employer as Plan
                               Administrator, such person or persons shall serve
                               at the pleasure of the Employer and shall serve
                               pursuant to such procedures as such managing body
                               may provide. Each such person shall be bonded as
                               may be required by law.

                  8.02     POWERS AND DUTIES OF THE PLAN ADMINISTRATOR

                           A.  The Plan Administrator may, by appointment,
                               allocate the duties of the Plan Administrator
                               among several individuals or entities. Such
                               appointments shall not be effective until the
                               party designated accepts such appointment in
                               writing.

                           B.  The Plan Administrator shall have the authority
                               to control and manage the operation and
                               administration of the Plan. The Plan
                               Administrator shall administer the Plan for the
                               exclusive benefit of the Participants and their
                               Beneficiaries in accordance with the specific
                               terms of the Plan.

                           C.  The Plan Administrator shall be charged with the
                               duties of the general administration of the Plan,
                               including, but not limited to, the following:

                               1.   To determine all questions of interpretation
                                    or policy in a manner consistent with the
                                    Plan's documents and the Plan
                                    Administrator's construction or
                                    determination in good faith shall be
                                    conclusive and binding on all persons except
                                    as otherwise provided herein or by law. Any
                                    interpretation or construction shall he done
                                    in a nondiscriminatory manner and shall be
                                    consistent with the intent that the Plan
                                    shall continue to he deemed a qualified plan
                                    under the terms of Section 401 (a) of the
                                    Code, as amended from time-to-time, and
                                    shall comply with the terms of ERISA, as
                                    amended from time-to-time;

                               2.   To determine all questions relating to the
                                    eligibility of Employees to become or remain
                                    Participants hereunder;

                               3.   To compute the amounts necessary or
                                    desirable to be contributed to the Plan;

                               4.   To compute the amount and kind of benefits
                                    to which a Participant or Beneficiary shall
                                    be entitled under the Plan and to direct the
                                    Trustee (or Custodian, if applicable) with
                                    respect to all disbursements under the Plan,
                                    and, when requested by the Trustee (or
                                    Custodian), to furnish the Trustee (or
                                    Custodian) with instructions, writing, on
                                    matters pertaining to the Plan and the
                                    Trustee (or Custodian) may rely and act
                                    thereon;

                               5.   To maintain all records necessary for the
                                    administration of the Plan;

                               6.   To be responsible for preparing and filing
                                    such disclosure and tax forms as may be
                                    required from time-to-time by the Secretary
                                    of Labor or the Secretary of the Treasury;
                                    and
<PAGE>
                               7.   To furnish each Employee, Participant or
                                    Beneficiary such notices, information and
                                    reports under such circumstances as may be
                                    required by law.

                           D.  The Plan Administrator shall have all of the
                               powers necessary or appropriate to accomplish his
                               or her duties under the Plan, including, hut not
                               limited to, the following.

                               1.   To appoint and retain such persons as may be
                                    necessary to carry out the functions of the
                                    Plan Administrator;

                               2.   To appoint and retain counsel, specialists
                                    or other persons as the Plan Administrator
                                    deems necessary or advisable in the
                                    administration of the Plan;

                               3.   To resolve all questions of administration
                                    of the Plan;

                               4.   To establish such uniform and
                                    nondiscriminatory rules which it deems
                                    necessary to carry out the terms of the
                                    Plan;

                               5.   To make any adjustments in a uniform and
                                    nondiscriminatory manner which it deems
                                    necessary to correct any arithmetical or
                                    accounting errors which may have been made
                                    for any Plan Year; and

                               6.   To correct any defect, supply any omission
                                    or reconcile any inconsistency in such
                                    manner and to such extent as shall be deemed
                                    necessary or advisable to carry out the
                                    purpose of the Plan.

                  8.03     EXPENSES AND COMPENSATION
                           All reasonable expenses of administration including,
                           but not limited to, those involved in retaining
                           necessary professional assistance may be paid from
                           the assets of the Fund. Alternatively, the Employer
                           may, in its discretion, pay any or all such expenses.
                           Pursuant to uniform and nondiscriminatory rules that
                           the Plan Administrator may establish from
                           time-to-time, administrative expenses and expenses
                           unique to a particular Participant may be charged to
                           a Participant's Individual Account or the Plan
                           Administrator may allow Participants to pay such fees
                           outside of the Plan. The Employer shall furnish the
                           Plan Administrator with such clerical and other
                           assistance as the Plan Administrator may need in the
                           performance of his or her duties.

                  8.04     INFORMATION FROM EMPLOYER
                           To enable the Plan Administrator to perform his or
                           her duties, the Employer shall supply full and timely
                           information to the Plan Administrator (or his or her
                           designated agents) on all matters relating to the
                           Compensation of all Participants, their regular
                           employment, retirement, death, Disability or
                           Termination of Employment, and such other pertinent
                           facts as the Plan Administrator (or his or her
                           agents) may require The Plan Administrator shall
                           advise the Trustee (or Custodian, if applicable) of
                           such of the foregoing facts as may be pertinent to
                           the Trustee's (or Custodian's) duties under the Plan.
                           The Plan Administrator (or his or her agents) is
                           entitled to rely on such information as is supplied
                           by the Employer and shall have no duty or
                           responsibility to verify such information.

SECTION NINE      AMENDMENT AND TERMINATION

                  9.01     RIGHT OF PROTOTYPE SPONSOR TO AMEND THE PLAN
                           A.  The Employer, by adopting the Plan, expressly
                               delegates to the Prototype Sponsor the power, but
                               not the duty, to amend the Plan without any
                               further action or consent of the Employer as the
                               Prototype Sponsor deems necessary for the purpose
                               of adjusting the Plan to comply with all laws and
                               regulations governing pension or profit sharing
                               plans. Specifically, it is understood that the
                               amendments may be made unilaterally by the
                               Prototype Sponsor. However, it shall be
                               understood that the Prototype Sponsor shall be
                               under no obligation to amend the Plan documents
                               and the Employer expressly waives any rights or
                               claims against the Prototype Sponsor for not
                               exercising this power to amend. For purposes of
                               Prototype Sponsor amendments, the mass submitter
                               shall be recognized as the agent of the Prototype
                               Sponsor. If the Prototype 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.  An amendment by the Prototype Sponsor shall be
                               accomplished by giving written notice to the
                               Employer of the amendment to be made. The notice
                               shall set forth the text of such amendment and
                               the date such amendment is to be effective. Such
                               amendment shall take effect unless within the 30
                               day period after such notice is provided, or
                               within such shorter period as the
<PAGE>
                               notice may specify, the Employer gives the
                               Prototype Sponsor written notice of refusal to
                               consent to the amendment. Such written notice of
                               refusal shall have the effect of withdrawing the
                               Plan as a prototype plan and shall cause the Plan
                               to be considered an individually designed plan.
                               The right of the Prototype Sponsor to cause the
                               Plan to be amended shall terminate should the
                               Plan cease to conform as a prototype plan as
                               provided in this or any other section.

                  9.02     RIGHT OF EMPLOYER TO AMEND THE PLAN
                           The Employer may (1) change the choice of options in
                           the Adoption Agreement; (2) add overriding language
                           in the Adoption Agreement when such language is
                           necessary to satisfy Section 415 or Section 416 of
                           the Code because of the required aggregation of
                           multiple plans; and (3) add certain model amendments
                           published by the Internal Revenue Service which
                           specifically provide that their adoption will not
                           cause the Plan to be treated as individually
                           designed. An Employer that amends the Plan for any
                           other reason, including a waiver of the minimum
                           funding requirement under Section 412 of the Code,
                           will no longer participate in this prototype plan and
                           will be considered to have an individually designed
                           plan.

                           An Employer who wishes to amend the Plan to change
                           the options it has chosen in the Adoption Agreement
                           must complete and deliver a new Adoption Agreement to
                           the Prototype Sponsor and Trustee (or Custodian, if
                           applicable), Such amendment shall become effective
                           upon execution by the Employer and Trustee (or
                           Custodian),

                           The Employer further reserves the right to replace
                           the Plan in its entirety by adopting another
                           retirement plan which the Employer designates as a
                           replacement plan.

                  9.03     LIMITATION ON POWER TO AMEND
                           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 Individual
                           Account may be reduced to the extent permitted under
                           Section 412(c)(8) of the Code. For purposes of this
                           paragraph, a plan amendment which has the effect of
                           decreasing a Participant's Individual Account 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 Vested percentage determined as of
                           such date) of such Employee's Individual Account
                           derived from Employer Contributions will not be less
                           than the percentage computed under the Plan without
                           regard to such amendment.

                  9.04     AMENDMENT OF VESTING SCHEDULE
                           If the Plan's vesting schedule is amended, or the
                           Plan is amended in any way that directly or
                           indirectly affects the computation of the
                           Participant's Vested 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 3 Years of Vesting Service with the Employer
                           may elect, within the time set forth below, to have
                           the Vested percentage computed under the Plan without
                           regard to such amendment.

                           For Participants who do not have at least I Hour of
                           Service in any Plan Year beginning after December 31,
                           1988, the preceding sentence shall be applied by
                           substituting "5 Years of Vesting Service" for "3
                           Years of Vesting 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 the later
                           of:

                           A.  60 days after the amendment is adopted;

                           B.  60 days after the amendment becomes effective; or

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

                  9.05     PERMANENCY
                           The Employer expects to continue this Plan and make
                           the necessary contributions thereto indefinitely, but
                           such continuance and payment is not assumed as a
                           contractual obligation. Neither the Adoption
                           Agreement nor the Plan nor any amendment or
                           modification thereof nor the making of contributions
                           hereunder shall be construed as giving any
                           Participant or any person whomsoever any legal or
                           equitable right against the Employer, the Trustee (
                           or Custodian, if applicable) the Plan Administrator
                           or the Prototype Sponsor except as specifically
                           provided herein, or as provided by law.
<PAGE>
                  9.06     METHOD AND PROCEDURE FOR TERMINATION
                           The Plan may be terminated by the Employer at any
                           time by appropriate action of its managing body. Such
                           termination shall be effective on the date specified
                           by the Employer. The Plan shall terminate if the
                           Employer shall be dissolved, terminated, or declared
                           bankrupt. Written notice of the termination and
                           effective date thereof shall be given to the Trustee
                           (or Custodian), Plan Administrator, Prototype
                           Sponsor, Participants and Beneficiaries of deceased
                           Participants, and the required filings (such as the
                           Form 5500 series and others) must be made with the
                           Internal Revenue Service and any other regulatory
                           body as required by current laws and regulations.
                           Until all of the assets have been distributed from
                           the Fund, the Employer must keep the Plan in
                           compliance with current laws and regulations by (a)
                           making appropriate amendments to the Plan and (b)
                           taking such other measures as may be required.

                  9.07     CONTINUANCE OF PLAN BY SUCCESSOR EMPLOYER
                           Notwithstanding the preceding Section 9.06, a
                           successor of the Employer may continue the Plan and
                           be substituted in the place of the present Employer.
                           The successor and the present Employer (or, if
                           deceased, the executor of the estate of a deceased
                           Self-Employed Individual who was the Employer) must
                           execute a written instrument authorizing such
                           substitution and the successor must complete and sign
                           a new plan document.

                  9.08     FAILURE OF PLAN QUALIFICATION
                           If the Plan fails to retain its qualified status, the
                           Plan will no longer be considered to be part of a
                           prototype plan, and such Employer can no longer
                           participate under this prototype. In such event, the
                           Plan will be considered an individually designed
                           plan.

SECTION TEN       MISCELLANEOUS

                  10.01    STATE COMMUNITY PROPERTY LAWS
                           The terms and conditions of this Plan shall be
                           applicable without regard to the community property
                           laws of any state.

                  10.02    HEADINGS
                           The headings of the Plan have been inserted for
                           convenience of reference only and are to be ignored
                           in any construction of the provisions hereof.

                  10.03    GENDER AND NUMBER
                           Whenever any words are used herein in the masculine
                           gender they shall be construed as though they were
                           also used in the feminine gender in all cases where
                           they would so apply, and whenever any words are used
                           herein in the singular form they shall be construed
                           as though they were also used in the plural form in
                           all cases where they would so apply.

                  10.04    PLAN MERGER OR CONSOLIDATION
                           In the case of any merger or consolidation of the
                           Plan with, or transfer of assets or liabilities of
                           such Plan to, any other plan, each Participant shall
                           be entitled to receive benefits immediately after the
                           merger, consolidation, or transfer (if the Plan had
                           then terminated) which are equal to or greater than
                           the benefits he or she would have been entitled to
                           receive immediately before the merger, consolidation,
                           or transfer (if the Plan had then terminated). The
                           Trustee (or Custodian) has the authority to enter
                           into merger agreements or agreements to directly
                           transfer the assets of this Plan but only if such
                           agreements are made with trustees or custodians of
                           other retirement plans described in Section 401 (a)
                           of the Code.

                  10.05    STANDARD OF FIDUCIARY CONDUCT
                           The Employer, Plan Administrator, Trustee and any
                           other fiduciary under this Plan shall discharge their
                           duties with respect to this Plan solely in the
                           interests of Participants and their Beneficiaries and
                           with the care, skill, prudence and diligence under
                           the circumstances then prevailing that a prudent man
                           acting in like capacity and familiar with such
                           matters would use in the conduct of all enterprise of
                           a like character and with like aims. No fiduciary
                           shall cause the Plan to engage in any transaction
                           known as a "prohibited transaction" under ERISA.

                  10.06    GENERAL UNDERTAKING OF ALL PARTIES
                           All parties to this Plan and all persons claiming any
                           interest whatsoever hereunder agree to perform any
                           and all acts and execute any and all documents and
                           papers which may be necessary or desirable for the
                           carrying out of this Plan and any of its provisions.

                  10.07    AGREEMENT BINDS HEIRS, ETC.
                           This Plan shall be binding upon the heirs, executors,
                           administrators, successors and assigns, as
<PAGE>
                           those terms shall apply to any and all parties
                           hereto, present and future.

                  10.08    DETERMINATION OF TOP-HEAVY STATUS

                           A.  For any Plan Year beginning after December 31,
                               1983, this Plan is a Top-Heavy Plan if any of
                               the following conditions exist:

                               1.   If the top-heavy ratio for this Plan exceeds
                                    60% and this Plan is not part of any
                                    required aggregation group or permissive
                                    aggregation group of plans.

                               2.   If this Plan is part of a required
                                    aggregation group of plans but not part of a
                                    permissive aggregation group and the
                                    top-heavy ratio for the group of plans
                                    exceeds 60%.

                               3.   If this Plan is a part of a required
                                    aggregation group and part of a permissive
                                    aggregation group of plans and the top-heavy
                                    ratio for the permissive aggregation group
                                    exceeds 60%.

                               For purposes of this Section 10.08, the following
                               terms shall have the meaning, indicated below:

                           B.  Key Employee -Any Employee or former Employee
                               (and the Beneficiaries of such Employee) who at
                               any time during the determination period was an
                               officer of the Employer if such individual's
                               annual compensation exceeds 50% of the dollar
                               limitation under Section 415(b)(1)(A) of the
                               Code, an owner (or considered an owner under
                               Section 318 of the Code) of one of the 10 largest
                               interests in the Employer if such individual's
                               compensation exceeds 100% of the dollar
                               limitation under Section 415(c)(I)(A) of the
                               Code, a 5% owner of the Employer, or a 1% owner
                               of the Employer who has an annual compensation of
                               more than $150,000. Annual 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 excludable from the
                               Employee's gross income under Section 125,
                               Section 402(e)(3), Section 402(h)(I)(B) or
                               Section 403(b) of the Code. The determination
                               period is the Plan Year containing the
                               determination date and the 4 receding Plan Years.

                               The determination of who is a Key Employee will
                               be made in accordance with Section 416(i)(I) of
                               the Code and the regulations thereunder.

                           C.  Top-heavy ratio

                               1.   If the Employer maintains one or more
                                    defined contribution plans (including any
                                    simplified employee pension plan) and the
                                    Employer has not maintained any defined
                                    benefit plan which during the 5-year period
                                    ending on the determination date(s) has or
                                    has had accrued benefits, the top-heavy
                                    ratio for this Plan alone or for the
                                    required or permissive aggregation group as
                                    appropriate is a fraction, the numerator of
                                    which is the sum of the account balances of
                                    all Key Employees as of the determination
                                    date(s)) (including any part of any account
                                    balance distributed in the 5-year period
                                    ending on the determination date(s), and the
                                    denominator of which is the sum of all
                                    account balances (including any part of any
                                    account balance distributed in the 5-year
                                    period ending on the determination date(s)),
                                    both computed in accordance with Section 416
                                    of the Code and the regulations thereunder.
                                    Both the numerator and the 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.

                                    2.   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
                                    5-year period ending on the determination
                                    date(s) has or has had any accrued benefits,
                                    the top-heavy ratio for any required or
                                    permissive aggregation group as appropriate
                                    is a fraction, the numerator of which is the
                                    sum of account balances under the aggregated
                                    defined contribution plan or plans for all
                                    Key Employees, determined in accordance with
                                    (1) above, and the present value of accrued
                                    benefits under the aggregated defined
                                    benefit plan or plans for all Key Employees
                                    as of the determination date(s), and the
                                    denominator of which is the sum of the
                                    account balances under the aggregated
                                    defined contribution plan or plans for all
                                    Participants, determined in accordance with
                                    (1) above, and the present value of accrued
                                    benefits under the defined benefit plan or
                                    plans all Participants as of the
                                    determination
<PAGE>
                                    date(s), and the denominator of which is the
                                    sum of the account balances under the
                                    aggregated defined contribution plan or
                                    plans for all Participants, determined in
                                    accordance with (1) above, and the present
                                    value of accrued benefits under the defined
                                    benefit plan or plans 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 5-year period ending on the
                                    determination date.

                               3.   For purposes of (1) and (2) above, the value
                                    of account balances and the present value of
                                    accrued benefits will be determined as of
                                    the most recent valuation date that falls
                                    within or ends with the 12-month period
                                    ending on the determination date, except as
                                    provided in 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 (a) who is not a Key Employee
                                    but who was a Key Employee in a Prior Year,
                                    or (b) who has not been credited with at
                                    least one Hour of Service with any employer
                                    maintaining the plan at any time during the
                                    5-year period ending on the determination
                                    date will be disregarded. The calculation of
                                    the top-heavy ratio, and the extent to which
                                    distributions, rollovers, and transfers are
                                    taken into account will be made in
                                    accordance with Section 416 of the Code and
                                    the regulations thereunder. Deductible
                                    employee contributions will not be taken
                                    into account for purposes of computing the
                                    top-heavy ratio. When aggregating plans the
                                    value of 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)(I)(C) of the Code.

                               4.   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.

                               5.   Required aggregation group: (a) 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 (b) any other
                                    qualified plan of the Employer which enables
                                    a plan described in (3).10 meet the
                                    requirements of Sections 401(a)(4) or 410 of
                                    the Code.

                               6.   Determination date: For any Plan Year
                                    subsequent to the first Plan Year, the last
                                    day of the preceding Plan Year. For the
                                    first Plan Year of the Plan, the last day of
                                    that year.

                               7.   Valuation date: For purposes of calculating
                                    the top-heavy ratio, the valuation date
                                    shall be the last day of each Plan Year.

                               8.   Present value: For purposes of establishing
                                    the "present value" of benefits under a
                                    defined benefit plan to compute the
                                    top-heavy ratio, any benefit shall be
                                    discounted only for mortality and interest
                                    based on the interest rate and mortality
                                    table specified for this purpose in the
                                    defined benefit plan, unless otherwise
                                    indicated in the Adoption Agreement.

                  10.09    SPECIAL LIMITATIONS FOR OWNER-EMPLOYEES
                           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, this Plan and the
                           plan established for other trades or businesses must,
                           when looked at as a single plan, satisfy Sections 401
                           (a) and (d) of the Code for the employees of those
                           trades or businesses.

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

                           If an individual is covered as an Owner-Employee
                           under the plans of two or more trades or businesses
                           which are not controlled and the individual controls
                           a trade or business, then the contributions or
                           benefits of the employees under the plan of the trade
                           or business which is controlled must be as favorable
                           as those provided for him or her under the most
                           favorable plan of the trade or business which is not
                           controlled.
<PAGE>
                           For purposes of the preceding paragraphs, an
                           Owner-Employee, or two or more Owner-Employees, will
                           be considered to control a trade or business if the
                           Owner-Employee, or two or more Owner-Employees,
                           together:

                           A.  own the entire interest in a unincorporated trade
                               or business, or

                           B.  in the case of a partnership, own more than 50%
                               of either the capital interest or the profit
                               interest in the partnership

                           For purposes of the preceding sentence, an
                           Owner-Employee, or two or more Owner-Employees, shall
                           be treated as owning 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.

                  10.10    INALIENABILITY OF BENEFITS
                           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 414(p) of the Code.

                           Generally, a domestic relations order cannot be a
                           qualified domestic relations order until January 1,
                           1985. However, in the case of a domestic relations
                           order entered before such date, the Plan
                           Administrator:

                           (1) shall treat such order as a qualified domestic
                               relations order if such Plan Administrator is
                               paying benefits pursuant to such order on such
                               date, and

                           (2) may treat any other such order entered before
                               such date as a qualified domestic relations order
                               even if such order does not meet the requirements
                               of Section 414(p) of the Code.

                           Notwithstanding any provision of the Plan to the
                           contrary, a distribution to an alternate payee under
                           a qualified domestic relations order shall be
                           permitted even if the Participant affected by such
                           order is not otherwise entitled to a distribution and
                           even if such Participant has not attained earliest
                           retirement age as defined in Section 414(p) of the
                           Code.

                  10.11    CANNOT ELIMINATE PROTECTED BENEFITS
                           Pursuant to Section 411(d)(6) of the Code, and the
                           regulations thereunder, the Employer cannot reduce,
                           eliminate or make subject to Employer discretion any
                           Section 411(d)(6) protected benefit. Where this Plan
                           document is being adopted to amend another plan that
                           contains a protected benefit not provided for in this
                           document, the Employer may attach a supplement to the
                           Adoption Agreement that describes such protected
                           benefit which shall become part of the Plan.


SECTION ELEVEN    401(k) PROVISIONS

                           In addition to Sections 1 through 10, the provisions
                           of this Section 11 shall apply if the Employer has
                           established a 401 (k) cash or deferred arrangement
                           (CODA) by completing and signing the appropriate
                           Adoption Agreement.

                  11.100   DEFINITIONS
                           The following words and phrases when used in the Plan
                           with initial capital letters shall, for the purposes
                           of this Plan, have the meanings set forth below
                           unless the context indicates that other meanings are
                           intended.

                  11.101   ACTUAL DEFERRAL PERCENTAGE (ADP)
                           Means, for a specified group of Participants for a
                           Plan Year, the average of the ratios (calculated
                           separately for each Participant in such group) of (1)
                           the amount of Employer Contributions actually paid
                           over to the Fund on behalf of such Participant for
                           the Plan Year to (2) the Participant's Compensation
                           for such Plan Year (taking into account only that
                           Compensation paid to the Employee during the portion
                           of the Plan Year he or she was an eligible
                           Participant, unless otherwise indicated in the
                           Adoption Agreement). For purposes of calculating the
                           ADP, Employer Contributions on behalf of any
                           Participant shall include: (I) any Elective Deferrals
                           made pursuant to the Participant's deferral election,
                           (including Excess Elective Deferrals of Highly
                           Compensated Employees), but excluding (a) Excess
                           Elective Deferrals of Non-highly Compensated
                           Employees
<PAGE>
                           that arise solely from Elective Deferrals made under
                           the Plan or plans of this Employer and (b) 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.

                  11.102   AGGREGATE LIMIT
                           Means the sum of (1) 125% of the greater of the ADP
                           of the Participants who are not Highly Compensated
                           Employees for the Plan Year or the ACP of the
                           Participants who are not Highly Compensated Employees
                           under the Plan subject to Code Section 401 (m) for
                           the Plan Year beginning with or within the Plan Year
                           of the CODA; and (2) the lesser of 200% 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.

                  11.103   AVERAGE CONTRIBUTION PERCENT AGE (ACP)
                           Means the average of the Contribution Percentages of
                           the Eligible Participants in a group.

                  11.104   CONTRIBUTING PARTICIPANT
                           Means a Participant who has enrolled as a
                           Contributing Participant pursuant to Section 11.201
                           and on whose behalf the Employer is contributing
                           Elective Deferrals to the Plan (or is making
                           Nondeductible Employee Contributions).

                  11.105   CONTRIBUTION PERCENTAGE
                           Means the ratio (expressed as a percentage) of the
                           Participant's Contribution Percentage Amounts to the
                           Participant's Compensation for the Plan Year (taking
                           into account only the Compensation paid to the
                           Employee during the portion of the Plan Year he or
                           she was an eligible Participant, unless otherwise
                           indicated in the Adoption Agreement).

                  11.106   CONTRIBUTION PERCENTAGE AMOUNTS
                           Means the sum of the Nondeductible Employee
                           Contributions, Matching Contributions, and Qualified
                           Matching Contributions made under the Plan on behalf
                           of the Participant for the Plan Year. Such
                           Contribution Percentage-Amounts shall not include
                           Matching Contributions that are forfeited either to
                           correct Excess Aggregate Contributions or because the
                           contributions to which they relate are Excess
                           Deferrals, Excess Contributions, Excess Aggregate
                           Contributions or excess annual additions which are
                           distributed pursuant to Section 11.508. If so elected
                           in the Adoption Agreement, the Employer may include
                           Qualified Non-elective Contributions in the
                           Contribution Percentage Amount. 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.

                  11.107   ELECTIVE DEFERRALS
                           Means 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)(I)(B), any eligible deferred compensation plan
                           under Section 457, any plan as described under
                           Section 501 (c)(18), and any Employer contributions
                           made on the behalf of a Participant for the purchase
                           of an annuity contract under Section 403(b) pursuant
                           to a salary reduction agreement Elective Deferrals
                           shall not include any deferrals properly distributed
                           as excess annual additions.

                           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 the
                           beginning of such taxable year.

                           Elective Deferrals may not be taken into account for
                           purposes of satisfying the minimum allocation
                           requirement applicable to Top-Heavy Plans described
                           in Section 3.01 (E).

                  11.108   ELIGIBLE PARTICIPANT
                           Means any Employee who is eligible to make a
                           Nondeductible Employee Contribution or an Elective
                           Deferral (if the Employer takes such contributions
                           into account in the calculation of the
<PAGE>
                           Contribution Percentage), or to receive a Matching
                           Contribution (including Forfeitures thereof) or a
                           Qualified Matching Contribution.

                           If a Nondeductible 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 Nondeductible Employee Contributions are made.

                  11.109   EXCESS AGGREGATE CONTRIBUTIONS Means, 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 11.111 and then determining Excess
                               Contributions pursuant to Section 11.110.

                  11.110   EXCESS CONTRIBUTIONS
                           Means, with respect to any Plan Year, the excess of

                           A.  The aggregate amount of Employer Contributions
                               actually taken into account in computing the ADP
                               of Highly Compensated Employees for such Plan
                               Year, over

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

                  11.111   EXCESS ELECTIVE DEFERRALS
                           Means 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, unless such amounts are distributed no
                           later than the first April 15 following the close of
                           the Participant's taxable year.

                  11.112   MATCHING CONTRIBUTION
                           Means an Employer Contribution made to this or any
                           other defined contribution plan on behalf of a
                           Participant on account of an Elective Deferral or a
                           Nondeductible Employee Contribution made by such
                           Participant under a plan maintained by the Employer.

                           Matching Contributions may not be taken into account
                           for purposes of satisfying the minimum allocation
                           requirement applicable to Top-Heavy Plans described
                           in Section 3.01 (E).

                  11.113   QUALIFIED NONELECTIVE CONTRIBUTIONS
                           Means contributions (other than Matching
                           Contributions or Qualified Matching Contributions)
                           made by the Employer and allocated to Participants'
                           Individual 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.

                           Qualified Nonelective Contribution may be taken into
                           account for purposes of satisfying the minimum
                           allocation requirement applicable to Top-Heavy Plans
                           described in Section 3.01 (E).

                  11.114   QUALIFIED MATCHING CONTRIBUTIONS
                           Means Matching Contributions which are subject (0 the
                           distribution and nonforfeitability requirements under
                           Section 401(k) of the Code when made.

                  11.115   QUALIFYING CONTRIBUTING PARTICIPANT
                           Means a Contributing Participant who satisfies the
                           requirements described in Section 11.302 to be
                           entitled to receive a Matching Contribution (and
                           Forfeitures, if applicable) for a Plan Year.
<PAGE>
                  11.200   CONTRIBUTING PARTICIPANT

                  11.201   REQUIREMENTS TO ENROLL AS A CONTRIBUTING PARTICIPANT

                           A.  Each Employee who satisfies the eligibility
                               requirements specified in the Adoption Agreement
                               may enroll as a Contributing Participant as of
                               any subsequent Entry Date (or earlier if required
                               by Section 2.03) specified in the Adoption
                               Agreement for this purpose. A Participant who
                               wishes to enroll as a Contributing Participant
                               must complete, sign and file a salary reduction
                               agreement (or agreement to make Nondeductible
                               Employee Contributions) with the Plan
                               Administrator.

                           B.  Notwithstanding the times set forth in Section
                               11.201 (A) as of which a Participant may enroll
                               as a Contributing Participant, the Plan
                               Administrator shall have the authority to
                               designate, in a nondiscriminatory manner,
                               additional enrollment times during the 12 month
                               period beginning on the Effective Date (or the
                               date that Elective Deferrals may commence, if
                               later) in order that an orderly first enrollment
                               might be completed. In addition, if the Employer
                               has indicated in the Adoption Agreement that
                               Elective Deferrals may be based on bonuses, then
                               Participants shall be afforded a reasonable
                               period of time prior to the issuance of such
                               bonuses to elect to defer them into the Plan.

                  11.202   CHANGING ELECTIVE DEFERRAL AMOUNTS
                           A Contributing Participant may modify his or her
                           salary reduction agreement (or agreement to make
                           Nondeductible Employee Contributions) to increase or
                           decrease (within the limits placed on Elective
                           Deferrals (or Nondeductible Employee Contributions)
                           in the Adoption Agreement) the amount of his or her
                           Compensation deferred into the Plan. Such
                           modification may only be made as of the dates
                           specified in the Adoption Agreement for this purpose,
                           or as of any other more frequent date(s) if the Plan
                           Administrator permits in a uniform and
                           nondiscriminatory manner. A Contributing Participant
                           who desires to make such a modification shall
                           complete, sign and file a new salary reduction
                           agreement (or agreement to make Nondeductible
                           Employee Contribution) with the Plan Administrator.
                           The Plan Administrator may prescribe such uniform and
                           nondiscriminatory rules it deems appropriate to carry
                           out the terms of this Section.

                  11.203   CEASING ELECTIVE DEFERRALS
                           A Participant may cease Elective Deferrals (or
                           Nondeductible Employee Contributions) and thus
                           withdraw as a Contributing Participant as of the
                           dates specified in the Adoption Agreement for this
                           purpose (or as of any other date Plan Administrator
                           so permits in a uniform and nondiscriminatory manner)
                           by revoking the authorization to the Employer to make
                           Elective Deferrals (or Nondeductible Employee
                           Contributions) on his or her behalf. A Participant
                           who desires to withdraw as a Contributing Participant
                           shall give written notice of withdrawal to the Plan
                           Administrator at least thirty days (or such lesser
                           period of days as the Plan Administrator shall permit
                           in a uniform and nondiscriminatory manner) before the
                           effective date of withdrawal. A Participant shall
                           cease to be a Contributing Participant upon his or
                           her Termination of Employment, or an account of
                           termination of the Plan.

                  11.204   RETURN AS A CONTRIBUTING PARTICIPANT AFTER
                           CEASING ELECTIVE DEFERRALS
                           A Participant who has withdrawn as a Contributing
                           Participant under Section 11.203 (or because the
                           Participant has taken a hardship withdrawal pursuant
                           to Section 11.503) may not again become a
                           Contributing Participant until the dates set forth in
                           the Adoption Agreement for this purpose, unless the
                           Plan Administrator, in a uniform and
                           nondiscriminatory manner, permits withdrawing
                           Participants to resume their status as Contributing
                           Participants sooner.

                  11.205   CERTAIN ONE-TIME IRREVOCABLE ELECTIONS
                           This Section 11.205 applies where the Employer has
                           indicated in the Adoption Agreement that an Employee
                           may make a one-time irrevocable election to have the
                           Employer make contributions to the Plan on such
                           Employee's behalf. In such event, an Employee may
                           elect, upon the Employee's first becoming eligible to
                           participate in the Plan, to have contributions equal
                           to a specified amount or percentage of the Employee's
                           Compensation (including no amount of Compensation)
                           made by the Employer on the Employee's behalf to the
                           Plan (and to any other plan of the Employer) for the
                           duration of the Employee's employment with the
                           Employer. Any contributions made pursuant to a
                           one-time irrevocable election described in this
                           Section are not treated as made pursuant to a cash or
                           deferred election, are not Elective Deferrals and are
                           not includible in an Employee's gross income.

                           The Plan Administrator shall establish such uniform
                           and nondiscriminatory procedures as it deems
                           necessary or advise to administer this provision.
<PAGE>
                  11.300   CONTRIBUTIONS

                  11.301   CONTRIBUTIONS BY EMPLOYER
                           The Employer shall make contributions to the Plan in
                           accordance with the contribution formulas specified
                           in the Agreement.

                  11.302   MATCHING CONTRIBUTIONS
                           The Employer may elect to make Matching Contributions
                           under the Plan on behalf of Qualifying Contributing
                           Participants as provided in the Adoption Agreement.
                           To be a Qualifying Contributing Participant for a
                           Plan Year, the Participant must make Elective
                           Deferrals (or Nondeductible Employee Contributions,
                           if the Employer has agreed to match such
                           contributions) for the Plan Year, satisfy any age and
                           Years of Eligibility Service requirements that are
                           specified for Matching Contributions in the Adoption
                           Agreement and also satisfy any additional conditions
                           set forth in the Adoption Agreement for this purpose.
                           In a uniform and nondiscriminatory manner, the
                           Employer may make Matching Contributions at the same
                           time as it contributes Elective Deferrals or at any
                           other time as permitted by laws and regulations.

                  11.303   QUALIFIED NONELECTIVE CONTRIBUTIONS
                           The Employer may elect to make Qualified Non-elective
                           Contributions under the Plan on behalf of
                           Participants as provided in the Adoption Agreement.

                           In addition, in lieu of distributing Excess
                           Contributions a, provided in Section 11.505 of the
                           Plan, or Excess Aggregate Contributions as provided
                           in Section 11.506 of the Plan, and to the extent
                           elected by the Employer in the Adoption Agreement,
                           the Employer may make Qualified Non-elective
                           Contributions on behalf of Participants who are not
                           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.

                  11.304   QUALIFIED MATCHING CONTRIBUTIONS
                           The Employer may elect to make Qualified Matching
                           Contributions under the Plan on behalf of
                           Participants as provided in the Adoption Agreement.

                  11.305   NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS
                           Notwithstanding Section 3.02, if the Employer so
                           allows in the Adoption Agreement, a Participant may
                           contribute Nondeductible Employee Contributions to
                           the Plan.

                           If the Employer has indicated in the Adoption
                           Agreement that Nondeductible Employee Contributions
                           will be mandatory, then the Employer shall establish
                           uniform and nondiscriminatory rules and procedures
                           for Nondeductible Employee Contributions as it deems
                           necessary and advisable including, but not limited
                           to, rules describing in amounts or percentages of
                           Compensation Participants may or must contribute to
                           the Plan.

                           A separate account will be maintained by the Plan
                           Administrator for the Nondeductible Employee
                           Contributions for each Participant.

                           A Participant may, upon a written request submitted
                           to the Plan Administrator, withdraw the lesser of the
                           portion of his or her Individual Account attributable
                           to his or her Nondeductible Employee Contributions or
                           the amount he or she contributed as Nondeductible
                           Employee Contributions.

                           Nondeductible Employee Contributions and earnings
                           thereon will be nonforfeitable at all times. No
                           forfeiture will occur solely as a result of an
                           Employee's withdrawal of Nondeductible Employee
                           Contributions.

                  11.400   NONDISCRIMINATION TESTING

                  11.401   ACTUAL DEFERRAL PERCENT AGE TEST (ADP)

                           A.  Limits on Highly Compensated Employees -The
                               Actual Deferral Percentage (hereinafter "ADP")
                               for Participants who are Highly Compensated
                               Employees for each Plan Year and the ADP for
                               Participants who are not Highly Compensated
                               Employees for the same Plan Year must satisfy one
                               of the following tests:

                               1.   The ADP for Participants who are Highly
                                    Compensated Employees for the Plan Year
                                    shall not exceed the ADP for Participants
                                    who are not Highly Compensated Employees
<PAGE>
                                    for the same Plan Year multiplied by 1.25;
                                    or

                               2.   The ADP for Participants who are Highly
                                    Compensated Employees for the Plan Year
                                    shall not exceed the ADP for Participants
                                    who are not 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 not
                                    Highly Compensated Employees by more than 2
                                    percentage points.

                           B.  Special Rules

                               1.   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 Individual 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. Notwithstanding the
                                    foregoing, certain plans shall be treated as
                                    separate if mandatorily disaggregated under
                                    regulations under Section 401 (k) of the
                                    Code.

                               2.   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 11.401 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.

                               3.   For purposes of determining the ADP of a
                                    Participant who is a 5% owner or one of the
                                    10 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 not Highly Compensated Employees and
                                    for Participants who are Highly Compensated
                                    Employees.

                               4.   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 l2 month period immediately
                                    following the Plan Year to which
                                    contributions relate.

                               5.   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.

                               6.   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.

                               7.   If the Employer elects to take Qualified
                                    Matching Contributions into account as
                                    Elective Deferrals for purpose of the ADP
                                    test, then (subject to such other
                                    requirements as may be prescribed by the
                                    Secretary of the Treasury) unless otherwise
                                    indicated in the Adoption Agreement, only
                                    the amount of such Qualified Matching
                                    Contributions that are needed to meet the
                                    ADP test shall be taken into account.

                               8.   In the event that the Plan Administrator
                                    determines that it is not likely that the
                                    ADP test will be satisfied for a particular
                                    Plan Year unless certain steps are taken
                                    prior to the end of such Plan Year, the Plan
                                    Administrator may require Contributing
                                    Participants who are Highly Compensated
                                    Employees to reduce their Elective Deferrals
                                    for such Plan Year in order to satisfy that
                                    requirement Said reduction shall also be
                                    required by the Plan Administrator in the
                                    event that the Plan Administrator
                                    anticipates that the Employer will
<PAGE>
                                    not be able to deduct all Employer
                                    Contributions from its income for Federal
                                    income tax purposes.

                  11.402   LIMITS ON NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS AND
                           MATCHING CONTRIBUTIONS

                           A.  Limits on Highly Compensated Employees -The
                               Average Contribution Percentage (hereinafter
                               "ACP") for Participants who are Highly
                               Compensated Employees for each Plan Year and the
                               ACP for Participants who are not Highly
                               Compensated Employees for the same Plan Year must
                               satisfy one of the following tests.

                               1.   The ACP for Participants who are Highly
                                    Compensated Employees for the Plan Year
                                    shall not exceed the ACP for Participants
                                    who are not Highly Compensated Employees for
                                    the same Plan Year multiplied by 1.25; or

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

                           B.  Special Rules

                               1.   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, as
                                    elected in the Adoption Agreement, the ACP
                                    or the ADP of those Highly Compensated
                                    Employees who also participate in a CODA
                                    will be reduced (beginning with such Highly
                                    Compensated Employee whose ACP (or ADP, if
                                    elected) is the highest) so that the limit
                                    is not exceeded. The amount by which each
                                    Highly Compensated Employee's Contribution
                                    Percentage Amounts (or ADP, if elected) is
                                    reduced shall be treated as an Excess
                                    Aggregate Contribution (or Excess
                                    Contribution, if elected). 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 the ADP and ACP of the
                                    Highly Compensated Employees does not exceed
                                    1.25 multiplied by the ADP and ACP of the
                                    Participants who are not Highly Compensated
                                    Employees.

                               2.   For purposes of this Section 11.402, 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 Individual
                                    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. Notwithstanding the foregoing,
                                    certain plans shall be treated as separate
                                    if mandatorily disaggregated under
                                    regulations under Section 401 (m) of the
                                    Code.

                               3.   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.

                               4.   For purposes of determining the Contribution
                                    Percentage of a Participant who is a 5%
                                    owner or one of the 10 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 not Highly
<PAGE>
                                    Compensated Employees and for Participants
                                    who are Highly Compensated Employees.

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

                               6.   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.

                               7.   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.

                               8.   If the Employer elects to take Qualified
                                    Non-elective Contributions into account as
                                    Contribution Percentage Amounts for purposes
                                    of the ACP test, then (subject to such other
                                    requirements as may be prescribed by the
                                    Secretary of the Treasury) unless otherwise
                                    indicated in the Adoption Agreement, only
                                    the amount of such Qualified Non-elective
                                    Contributions that are needed to meet the
                                    ACP test shall be taken into account.

                               9.   If the Employer elects to take Elective
                                    Deferrals into account as Contribution
                                    Percentage Amounts for purposes of the ACP
                                    test, then (subject to such other
                                    requirements as may be prescribed by the
                                    Secretary of the Treasury) unless otherwise
                                    indicated in the Adoption Agreement, only
                                    the amount of such Elective Deferrals that
                                    are needed to meet the ACP test shall be
                                    taken into account.

                  11.500   DISTRIBUTION PROVISIONS

                  11.501   GENERAL RULE
                           Distributions from the Plan are subject to the
                           provisions of Section 6 and the provisions of this
                           Section 11. In the event of a conflict between the
                           provisions of Section 6 and Section 11, the
                           provisions of Section 11 shall control.

                  11.502   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 upon separation from service, death or
                           disability.

                           Such amounts may also be distributed upon:

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

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

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

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

                           E.  If the Employer has so elected in the Adoption
                               Agreement, the hardship of the Participant as
                               described in Section 11.503.

                               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
                               Section 401(a)(11) and 417 of the Code. In
                               addition, distributions after March 31, 1988,
                               that
<PAGE>
                                    are triggered by any of the first three
                                    events enumerated above must be made in a
                                    lump sum.

                  11.503   HARDSHIP DISTRIBUTION

                           A.  General -If the Employer has so elected in the
                               Adoption Agreement, distribution of Elective
                               Deferrals (and any earnings credited to a
                               Participant's account as of the end of the last
                               Plan Year, ending before July 1, 1989) 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.

                           B.  Special Rules

                               1.   The following are the only financial needs
                                    considered immediate and heavy: expenses
                                    incurred or necessary for medical care,
                                    described in Section 213(d) of the Code, of
                                    the Employee, the Employee's spouse or
                                    dependents; the purchase (excluding mortgage
                                    payments) of a principal residence for the
                                    Employee; payment of tuition and related
                                    educational fees for the next 12 months of
                                    post-secondary education for the 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.

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

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

                                    b.  All plans maintained by the Employer
                                        provide that the Employee's Elective
                                        Deferrals (and Nondeductible Employee
                                        Contributions) will be suspended for 12
                                        months after the receipt of the hardship
                                        distribution;

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

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

                  11.504   DISTRIBUTION OF EXCESS ELECTIVE DEFERRALS

                           A.  General Rule -A Participant may assign to this
                               Plan any Excess Elective Deferrals made during a
                               taxable year of the Participant by notifying the
                               Plan Administrator on or before the date
                               specified in the Adoption Agreement of the amount
                               of the Excess Elective Deferrals to be assigned
                               to the Plan. A Participant is deemed to notify
                               the Plan Administrator of any Excess) Elective
                               Deferrals that arise by taking into account only
                               those Elective Deferrals made to this Plan and
                               any other plans of the Employer.

                               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 Individual Account Excess
                               Elective Deferrals were assigned for the
                               preceding year and who claims Excess Elective
                               Deferrals for such taxable year.

                           B.  Determinations 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 Elective
                               Deferrals for the year and the denominator is the
                               Participant's Individual Account balance
                               attributable to Elective Deferrals without regard
                               to any income or loss occurring during such
                               taxable year; and (2) 10% 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
<PAGE>
                                    month. Notwithstanding the preceding
                                    sentence, the Plan Administrator may compute
                                    the income or loss allocable to Excess
                                    Elective Deferrals in the manner described
                                    in Section 4 (i.e., the usual manner used by
                                    the Plan for allocating income or loss to
                                    Participant's Individual Accounts), provided
                                    such method is used consistently for all
                                    Participants and for all corrective
                                    distributions under the Plan for the Plan
                                    Year.

                  11.505   DISTRIBUTION OF EXCESS CONTRIBUTIONS

                           A.  General Rule -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
                               Individual 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 10% 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 of
                               Participants who are subject to the family member
                               aggregation rules shall be allocated among the
                               family members in proportion to the Elective
                               Deferrals (and amounts treated as Elective
                               Deferrals) of each family member that is combined
                               to determine the combined ADP.

                               Excess Contributions (including the amounts
                               re-characterized) shall be treated as annual
                               additions under the Plan.

                           B.  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
                               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
                               Individual 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) 10% 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. Notwithstanding the
                               preceding sentence, the Plan Administrator may
                               compute the income or loss allocable to Excess
                               Contributions in the manner described in Section
                               4 (i.e, the usual manner used by the Plan for
                               allocating income or loss to Participants'
                               Individual Accounts), provided such method is
                               used consistently for all Participants and for
                               all corrective distributions under the Plan for
                               the Plan Year.

                           C.  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.

                  11.506   DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS

                           A.  General Rule -Notwithstanding any other provision
                               of this Plan, Excess Aggregate Contributions,
                               plus any income and minus any loss allocable
                               thereto, shall be forfeited, if forfeitable, or
                               if not forfeitable, distributed no later than the
                               last day of each Plan Year to Participants to
                               whose accounts such Excess Aggregate
                               Contributions were allocated for the preceding
                               Plan Year. Excess Aggregate Contributions of
                               Participants who are subject to the family member
                               aggregation rules shall be allocated among the
                               family members in proportion to the Employee and
                               Matching Contributions (or amounts treated as
                               Matching Contributions) of each family member
                               that is combined to determine the combined ACP.
                               If such Excess Aggregate Contributions are
                               distributed more than 2 1/2 months after the last
                               day of the Plan Year in which such excess amounts
                               arose, a 10% 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.
<PAGE>
                           B.  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: (1) income or loss
                               allocable to the Participant's Nondeductible
                               Employee Contribution account, Matching
                               Contribution account (if any, and if all amounts
                               therein are not used in the ADP test) and, if
                               applicable, Qualified Non-elective Contribution
                               account and Elective Deferral account for the
                               Plan Year multiplied by a fraction, the numerator
                               of which is such Participant's Excess Aggregate
                               Contributions for the year and the denominator is
                               the Participant's Individual Account balance(s)
                               attributable to Contribution Percentage Amounts
                               without regard to any income or loss occurring
                               during such Plan Year; and (2) 10% 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. Notwithstanding the
                               preceding sentence, the Plan Administrator may
                               compute the income or loss allocable to Excess
                               Aggregate Contributions in the manner described
                               in Section 4 (i.e., the usual manner used by the
                               Plan for allocating income or loss to
                               Participants' Individual Accounts), provided such
                               method is used consistently for all Participants
                               and for all corrective distributions under the
                               Plan for the Plan Year.

                           C.  Forfeitures of Excess Aggregate Contributions
                               -Forfeitures of Excess Aggregate Contributions
                               may either be reallocated to the accounts of
                               Contributing Participants who are not Highly
                               Compensated Employees or applied to reduce
                               Employer Contributions, as elected by the
                               Employer in the Adoption Agreement.

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

                  11.507   RECHARACTERIZATION
                           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 Nondeductible Employee Contributions made by
                           that Employee would exceed any stated limit under the
                           Plan on Nondeductible 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 taxed to the
                           Participant for the Participant's tax year in which
                           the Participant would have received them in cash.

                  11.508   DISTRIBUTION OF ELECTIVE DEFERRALS IF EXCESS ANNUAL
                           ADDITIONS
                           Notwithstanding any other provision of the Plan, a
                           Participant's Elective Deferrals shall be distributed
                           to him or her to the extent that the distribution
                           will reduce an excess annual addition (as that term
                           is described in Section 305 of the Plan).

                  11.600   VESTING

                  11.601   100% VESTING ON CERTAIN CONTRIBUTIONS
                           The Participant's accrued benefit derived from
                           Elective Deferrals, Qualified Non-elective
                           Contributions, Nondeductible Employee Contributions,
                           and Qualified Matching Contributions is
                           nonforfeitable. Separate accounts for Elective
                           Deferrals, Qualified Non-elective Contributions,
                           Nondeductible 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.

                  11.602   FORFEITURES AND VESTING OF MATCHING CONTRIBUTIONS
                           Matching Contributions shall be Vested in accordance
                           with the vesting schedule for Matching Contributions
                           in 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.
                           Notwithstanding any other provisions of the Plan,
                           Matching Contributions or Qualified Matching
                           Contributions must be
<PAGE>
                           forfeited if the contributions to which they relate
                           are Excess Elective Deferrals, Excess Contributions:
                           Excess Aggregate Contributions or excess annual
                           additions which are distributed pursuant to Section
                           11.508. Such Forfeitures shall be allocated in
                           accordance with Section 3.01(C).

                           When a Participant incurs a Termination of
                           Employment, whether a Forfeiture arises with respect
                           to Matching Contributions shall be determined in
                           accordance with Section 6.01(D).




<PAGE>
                                                                   EXHIBIT 10.12

       COMPREHENSIVE NONSTANDARDIZED SAFE HARBOR 401(k) PROFIT SHARING PLAN

ADOPTION AGREEMENT                                                   PaineWebber

SECTION 1         EMPLOYER INFORMATION

Name of employer           CONNECTICUT WATER COMPANY
Address                    93 WEST MAIN STREET
City, State, Zip           CLINTON, CT   06413
Telephone                  860-669-8630
Employer's Federal
  Tax ID Number            06-0713930
Type of Business           C CORPORATION

[ ]      Check here if Related Employers may participate in this Plan and attach
         a Related Employer Participation Agreement for each Related Employer
         who will participate in this Plan.

Business Code  _____

Name of Plan      SAVINGS PLAN OF THE CONNECTICUT WATER COMPANY

Name of Trust (if different from Plan name) ____________________________

Plan Sequence Number 003 (Enter 001 if this is the first qualified plan the
Employer has ever maintained, enter 002 if it is the second, etc.)

Trust Identification Number (if applicable) ___    Account Number (optional) ___

SECTION 2.  EFFECTIVE DATES (COMPLETE PARTS A & B)

Part A.           General Effective Dates (check and complete Option 1 or 2):

         Option 1:         ___ This is the initial adoption of a profit sharing
                           plan by the Employer. The effective date of this Plan
                           is _____.

         Option 2:         _X_ This is an amendment and restatement of an
                           existing profit sharing plan (a Prior Plan). The
                           Prior Plan was initially effective on 1/1/1985. The
                           effective date of this amendment and restatement is
                           10/1/2000.

Part B.           Specific Effective Dates:
                  The provisions of the Plan will generally be effective as of
                  the Effective Date specified in Section 2, Part A. However,
                  the following provisions will be effective on the dates
                  indicated below. (Specify effective date only if later than
                  the general Effective Date described in Section 2, Part A):

                           Provision                              Effective Date
                  1.  Commencement of Elective Deferrals*
                  2.  Matching Contributions (Section 7)
                  3.  Qualified Nonelective Contributions
                      (Section 8)
                  4.  Qualified Matching Contributions
                      (Section 9)
                  5.  In-Service Withdrawals
                      (Section 15, Part A, Item 6)
                  6.  Hardship Withdrawals of Elective Deferrals
                      (Section 15, Part A, Item 5)
                  7.  Hardship Withdrawals
                      (Section 15, Part A, Item 8)
                  8.  Loans (Section 17, Item A)
                  9.  Participant Direction of Investments
                      (Section 18)
                  * Note: Elective Deferrals may commence no earlier than the
                  date this Adoption Agreement is signed because Elective
                  Deferrals cannot be made retroactively.
<PAGE>
SECTION 3.        RELEVANT TIME PERIODS (COMPLETE PARTS A THROUGH D)

Part A.    Employer's Fiscal Year:
           The Employer's fiscal year (specify month and date):   12-31
Part B.    Plan Year Means:
           Option 1: ___ The 12-consecutive month period which coincides with
           the Employer's fiscal year.
           Option 2: _X_The calendar year.
           Option 3:
           ___Other (specify) _____________________________________________
           Note: If no option is selected, Option 1 will be deemed to be
           selected. If the initial Plan Year is less than 12 months (a short
           Plan Year) specify such Plan Year's beginning and ending dates.

Part C.    Limitation Year Means:
           Option 1:       ___ The Plan Year
           Option 2:       _X_ The calendar year.
           Option 3:       ___  Other (specify) ________________________________
           Note: If no option is selected, Option 1 will be deemed to be
           selected.

Part D.    Measuring Period for Vesting:
           Years of Vesting Service shall be measured over the following
           12-consecutive month period:
           Option 1:        ___ The Plan Year
           Option 2: _X_The 12-consecutive month period commencing with the
                     Employee's Employment Commencement Date and each successive
                     12-month period commencing on the anniversaries of the
                     Employee's Employment Commencement Date. Option 3:
                     ___ Other (specify) _________________________________ Note:
                     If no option is selected, Option 1 will be deemed to be
                     selected.

SECTION 4. ELIGIBILITY REQUIREMENTS (COMPLETE PARTS A THROUGH G)

Part A.    Years of Eligibility Service Requirement:
           1.     Elective Deferrals.
                  An Employee will be eligible to become a Contributing
                  Participant in the Plan (and thus be eligible to make Elective
                  Deferrals) after completing .5 (enter 0, 1, or any fraction
                  less than 1) Years of Eligibility Service.

           2.     Matching Contributions.
                  If Matching Contributions (or Qualified Matching
                  Contributions, if applicable) will be made to the Plan, a
                  Contribution Participant will be eligible to receive Matching
                  Contributions (or Qualified Matching Contributions, if
                  applicable) after completing .5 (enter 0, 1, 2 or any fraction
                  less than 2) Years of Eligibility Service.

           3.     Employer Profit Sharing Contributions.
                  An Employee will be eligible to become a Participant in the
                  Plan for the purposes of receiving an allocation of any
                  Employer Profit Sharing Contribution made pursuant to Section
                  11 of the Adoption Agreement after completing .5 (enter 0, 1,
                  2 or any fraction less than 2) Years of Eligibility Service.

                  Note: If more than 1 year is selected for Item 2 or 3, the
                  immediate 100% vesting schedule of Section 13 will
                  automatically apply for contributions described in such item.
                  If any item is left blank, the Years of Eligibility Service
                  required for such item will be deemed to be 0. If a fraction
                  is selected, an Employee will not be required to complete any
                  specified number of Hours of Service to receive credit for a
                  fractional year. If a single Entry Date is selected in Section
                  4, Part G for an item, the Years of Eligibility Service
                  required for such item cannot exceed 1.5 (.5 for Elective
                  Deferrals).
<PAGE>
Part B.    Age Requirement:

           1.     Elective Deferrals.
                  An Employee will be eligible to become a Contributing
                  Participant (and thus be eligible to make Elective Deferrals)
                  after attaining age ___ (no more than 21).

           2.     Matching Contributions.
                  If Matching Contributions (or Qualified Matching
                  Contributions, if applicable) will be made to the Plan, a
                  Contributing Participant will be eligible to receive Matching
                  Contributions (or Qualified Matching Contributions, if
                  applicable) after attaining age __ (no more than 21).

           3.     Employer Profit Sharing Contributions.
                  An Employee will be eligible to become a Participant in the
                  Plan for purposes of receiving an allocation of any Employer
                  Profit Sharing Contribution made pursuant to Section 11 of the
                  Adoption Agreement after attaining age ___ (no more than 21).

                  Note: If any of the above items in this Section 4, Part B is
                  left blank, it will be deemed there is not age requirement for
                  such item. If a single Entry Date is selected in Section 4,
                  Part G for an item, no age requirement can exceed 20.5 for
                  such item.

Part C.    Employees Employed as of Effective Date:

           1.     Elective Deferrals.
                  Will all Employees employed as of the date that Elective
                  Deferrals may commence as specified in Section 2, Part B who
                  have not otherwise met the Years of Eligibility Service and
                  age requirements specified above for Elective Deferrals be
                  considered to have met those requirements as of the Elective
                  Deferral commencement date?

                           ___ Yes  _X_ No

           2.     Matching Contribution.
                  If Matching Contributions (or Qualified Matching
                  Contributions, if applicable) will be made to the Plan, will
                  all Employee employed as of the date that Elective Deferrals
                  may commence as specified in Section 2, Part B who have not
                  otherwise met the Years of Eligibility Service and age
                  requirements specified above for Matching Contributions be
                  considered to have met those requirements as of the Elective
                  Deferral commencement date?

                           ___ Yes  _X_ No

           3.     Employer Profit Sharing Contributions.
                  Will all Employees employed as of the Effective Date of this
                  Plan who have not otherwise met the Years of Eligibility
                  Service and age requirements specified above for Employer
                  Profit Sharing Contributions be considered to be met those
                  requirements as of the Effective Date?

                           ___ Yes  _X_ No

                  Note: If a box is not checked for any item in this Section 4,
                  Part C, "No" will be deemed to be selected for that item.
<PAGE>
Part D.    Exclusion of Certain Classes of Employees:
           1.     Elective Deferrals.
                  All Employees will be eligible to become Contributing
                  Participants (and thus eligible to make Elective Deferrals
                  except:

           a.     ___ Those 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 who are covered pursuant to that agreement are
                  professionals as defined in Section 1.410(b)-9 of the
                  regulations. For this purpose, the term "employee
                  representatives" does not include any organization more than
                  half of whose members are Employee who are owners, officers,
                  or executives of the Employer.

           b.     ___ Those Employees who are non-resident aliens (within the
                  meaning of Section 7701(b)(1)(B) of the Code) and who received
                  no earned income (within the meaning of Section 911(d)(2) of
                  the Code) from the Employer which constitutes income from
                  sources within the United States (within the meaning of
                  Section 861(a)(3) of the Code).

           c.     _X_ Those Employees of a Related Employer that has not
                  executed a Related Employer Participation Agreement.

           d.     ___      Other (Define) ______________________________________

           2.     Matching Contributions.
                  All Contributing Participants will be eligible of receive
                  Matching Contributions (or Qualified Matching Contributions)
                  if applicable, except:

           a.     ___ Those 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 who are covered pursuant to that agreement are
                  professionals as defined in Section 1.410(b)-9 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.

           b.     ___ Those Employees who are non-resident aliens (within the
                  meaning of Section 7701(b)(1)(B) of the Code) and who received
                  no earned income (within the meaning of Section 911(d)(2) of
                  the Code) from the Employer which constitutes income from
                  sources within the United States (within the meaning of
                  Section 861(a)(3) of the Code).

           c.     _X_ Those Employees of a Related Employer that has not
                  executed a Related Employer Participation Agreement.

           d.     ___      Other (Define) ______________________________________

           3.     Employer Profit Sharing Contributions.
                  All Employees will be eligible to become a Participant in the
                  Plan for purposes of receiving an allocation of any Employer
                  Profit Sharing Contribution made pursuant to Section 11 of the
                  Adoption Agreement except:

           a.     ___ Those 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 who are covered pursuant to that agreement are
                  professionals as defined in Section 1.410(b)-9 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.

           b.     ___ Those Employees who are non-resident aliens (within the
                  meaning of Section 7701(b)(1)(B) of the Code) and who received
                  no earned income (within the meaning of Section 911(d)(2) of
                  the Code) from the Employer which constitutes income from
                  sources within the United States (within the meaning of
                  Section 861(a)(3) of the Code).

           c.     _X_ Those Employees of a Related Employer that has not
                  executed a Related Employer Participation Agreement.

           d.     _X_ Other (Define) PARTICIPANTS IN THE CONNECTICUT WATER
                  SERVICE, INC., PERFORMANCE STOCK PROGRAM
<PAGE>
Part E.    Election Not To Participate:

           May an Employee or a Participant elect not to participate in this
           Plan pursuant to Section 2.08 of the Plan?

           Option 1:       ___Yes
           Option 2:       _X_ No

           Note: If no option is selected, Option 2 will be deemed to be
           selected.

Part F.    Hours Required for Eligibility Purposes:

           1.     _1_ Hours of Service (no more than 1,000) shall be required to
                  constitute a Year of Eligibility Service.

           2.     _1_ Hours of Service (no more than 500 but less than the
                  number specified in Section 4, Part F, Item 1, above) must be
                  exceeded to avoid a Break in Eligibility Service.

           3.     For purposes of determining Years of Eligibility Service,
                  Employees shall be given credit for Hours of Service with the
                  following predecessor employer(s) (Complete if applicable).

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

Part G.    Entry Dates:

           1.     Elective Deferrals
                  The Entry Dates for purposes of making Elective Deferrals
                  shall be (choose one): Option 1:___ The first day of the Plan
                  Year and the first day of the seventh month of the Plan Year.
                  Option 2:_X _ The first day of the Plan Year and the first day
                  of the fourth, seventh, and tenth months of the Plan Year.

                  Option 3: ___ The first day of the Plan Year.
                  Option 4: ___ Other (Specify) ________________________________

           2.     Matching Contributions.
                  If Matching Contributions (or Qualified Matching
                  Contributions) will be made to the Plan, the Entry Dates for
                  purposes of Matching Contributions (or Qualified Matching
                  Contributions, if applicable) shall be (Choose one):

                  Option 1: ___ The first day of the Plan Year and the first day
                  of the seventh month of the Plan Year. Option 2:_X _ The first
                  day of the Plan Year and the first day of the fourth, seventh,
                  and tenth months of the Plan Year.

                  Option 3: ___ The first day of the Plan Year.
                  Option 4: ___ Other (Specify) ________________________________

           3.     Employer Profit Sharing Contributions.
                  The Entry Dates for purposes of Employer Profit Sharing
                  Contributions shall be (choose one): Option 1: ___ The first
                  day of the Plan Year and the first day of the seventh month of
                  the Plan Year.

                  Option 2:_X _ The first day of the Plan Year and the first day
                  of the fourth, seventh, and tenth months of the Plan Year.
                  Option 3: ___ The first day of the Plan Year.

                  Option 4: ___ Other (Specify) ________________________________

                  Note: If no option is selected for an item, Option 1 will be
                  deemed to be selected for that item. Option 3 or Option 4 can
                  be selected for an item only if the eligibility requirements
                  and Entry Dates are coordinated such that each Employee will
                  become a Participant in the Plan no later than the earlier of:
                  (1) the first day of the Plan Year beginning after the date
                  the Employee satisfies the age and service requirements of
                  Section 401(a) of the Code; or (2) 6 months after the date the
                  Employee satisfies such requirements.
<PAGE>
SECTION 5. METHOD OF DETERMINING SERVICE (COMPLETE PART A OR B)

Part A.    Hours of Service Equivalencies:
           Service will be determined on the basis of the method selected below.
           Only one method may be selected. The method selected will be applied
           to all Employees covered under the Plan. (Choose one):

           Option 1: ___ On the basis of actual hours for which an Employee is
           paid or entitled to payment.

           Option 2: ___ On the basis of days worked. An Employee will be
           credited with 10 Hours of Service if under Section 1.24 of the Plan
           such Employee would be credited with at least 1 Hour of Service
           during the day.

           Option 3: ___ On the basis of weeks worked. An Employee will be
           credited with 45 Hours of Service if under Section 1.24 of the Plan
           such Employee would be credited with at least 1 Hour of Service
           during the week.

           Option 4: ___ On the basis of months worked. An Employee will be
           credited with 190 Hours of Service if under Section 1.24 of the Plan
           such Employee would be credited with at least 1 Hour of Service
           during the month.

           Note: If no option is selected, Option 1 will be deemed to be
           selected. This Section 5, Part A will not apply if the Elapsed Time
           Method of Section 5, Part B is selected.

Part B.    Elapsed Time Method:
           In lieu of tracking Hours of Service of Employees, will the elapsed
           time method described in Section 2.07 of the Plan be used? (Choose
           one)
           Option 1:  ___ No
           Option 2:  _X_ Yes
           Note:  If no option is selected, Option 1 will be deemed to be
           selected.

SECTION 6.        ELECTIVE DEFERRALS

Part A.    Authorization of Elective Deferrals:
           Will Elective Deferrals be permitted under this Plan?  (Choose one)
           Option 1: _X_ Yes
           Option 2: ___ No
           Note: If no option is selected, Option 1 will be deemed to be
           selected. Complete the remainder of
           Section 6 only if Option 1 is selected.

Part B.    Limits on Elective Deferrals:
           If Elective Deferrals are permitted under the Plan, a Contributing
           Participant may elect under a salary reduction agreement to have his
           or her Compensation reduced by an amount as described below (choose
           one):

           Option 1: _X_ An amount equal to a percentage of the Contributing
           Participant's Compensation from 1% to 15% in increments of 1%.

           Option 2: ___ An amount of the Contributing Participant's
           Compensation not less than ___ and not more than ____.
           The amount of such reduction shall be contributed to the Plan by the
           Employer on behalf of the Contributing Participant. For any taxable
           year, a Contributing Participant's Elective Deferrals shall not
           exceed the limit contained in Section 402(g) of the Code in effect at
           the beginning of such taxable year.

Part C.    Elective Deferrals Based on Bonuses:
           Instead of or in addition to making Elective Deferrals through
           payroll deduction, may a Contributing Participant elect to contribute
           to the Plan, as an Elective Deferral, part or all of a bonus rather
           than receive such bonus in cash? (Choose one)

           Option 1: ___ Yes Option 2: _X_ No
           Note: If no option is selected, Option 2 will be deemed to be
           selected.
<PAGE>
Part D.    Ceasing Elective Deferrals:
           A Contributing Participant may prospectively revoke a salary
           reduction agreement to cease Elective Deferrals (choose one):
           Option 1: ___ As of the first day of any payroll period
           Option 2: ___ As of the first day of any month
           Option 3: _X_ As of the first day of any quarter
           Option 4: ___ As of any Entry Date
           Option 5: ___ As of such times established by the Plan Administrator
           in a uniform and nondiscriminatory manner.
           Option 6: ___ Other (Specify.  Must be at least once per year)_______
           Note: If no option is selected, Option 3 will be deemed to be
           selected.

Part E.    Return as a Contributing Participant After Ceasing Elective
           Deferrals:
           A Participant who ceases Elective Deferrals by revoking a salary
           reduction agreement may return as a Contributing Participant (choose
           one):
           Option 1: ___ No sooner than as the first day of the Plan Year.
           Option 2: ___ As of any subsequent Entry Date.
           Option 3: _X_ As of the first day of any subsequent quarter
           Option 4: ___ As of such times established by the Plan Administrator
           in a uniform and nondiscriminatory manner.
           Option 5: ___ Other (Specify. Must be at least once per year)
           _____________________
           Note: If no option is selected, Option 1 will be deemed to be
           selected.

Part F.    Changing Elective Deferral Amounts:
           A Contributing Participant may modify a salary reduction agreement to
           prospectively increase or decrease the amount of his or her Elective
           Deferrals (choose one)
           Option 1: ___ As of the first day of any payroll period
           Option 2: ___ As of the first day of any month
           Option 3: _X_ As of the first day of any quarter
           Option 4: ___ As of any Entry Date
           Option 5: ___ As of such times established by the Plan Administrator
           in a uniform and nondiscriminatory manner
           Option 6: ___ Other (Specify)
           ______________________________________________
           Note: If no option is selected, Option 3 will be deemed to be
           selected.

Part G.    Claiming Excess Elective Deferrals.
           Participants who claim Excess Elective Deferrals for the preceding
           calendar year must submit their claims in writing to the Plan
           Administrator by (Choose one):
           Option 1: _X_ March 1
           Option 2: ___ Other (Specify a date not later than April 15) ______
           Note: If no option is selected, Option 1 will be deemed to be
           selected.

Part H.    One-Time Irrevocable Elections.
           May an Employee make a one-time irrevocable election, as described in
           Section 11.205 of the Plan, upon first becoming eligible to
           participate in the Plan to have the Employer make contributions to
           the Plan on such Employee's behalf? (choose one)
           Option 1: ___ Yes
           Option 2: _X_ No

           Note: If no option is selected, Option 2 will be deemed to be
           selected.
<PAGE>
SECTION 7.        MATCHING CONTRIBUTIONS

Part A.    Authorization of Matching Contributions

           Will the Employer make Matching Contributions to the Plan on behalf
           of Qualifying Contributing Participants? (Choose one)

           Option 1: _X_ Yes, but only with respect to a Contributing
           Participant's Elective Deferrals.

           Option 2: ___ Yes, but only with respect to a Participant's
           Nondeductible Employee Contributions

           Option 3: ___ Yes, with respect to both Elective Deferrals and
           Nondeductible Employee Contributions.

           Option 4: ___ No Note: If no option is selected, Option 4 will be
           deemed to be selected. Complete the remainder of Section 7 only if
           Option 1, 2 or 3 is selected.

Part B.    Matching Contribution Formula

           If the Employer will make Matching Contributions, then the amount of
           such Matching Contributions made on behalf of a Qualifying
           Contributing Participant each Plan Year shall be (choose one)

           Option 1: _X_ An amount equal to 50% of such Contributing
           Participant's Elective Deferral (and/or Nondeductible Contribution,
           if applicable).

           Option 2: ___ An amount equal to the sum of __% of the portion of
           such Contributing Participant's Elective Deferral (and/or
           Nondeductible Employee Contribution, if applicable) which does not
           exceed ___% of the Contributing Participant's Compensation plus ___%
           of the portion of such Contributing Participant's Elective Deferral
           (and/or Nondeductible Employee Contribution, if applicable) which
           exceeds ___% of the Contributing Participant's Compensation.

           Option 3: ___ Such amount, if any, equal to that percentage of each
           Contributing Participant's Elective Deferral (and/or Nondeductible
           Employee Contribution, if applicable) which the Employer, in its sole
           discretion, determines from year to year

           Option 4: ___ Other Formula (Specify)
           ___________________________________________

           Note: If Option 4 is selected, the formula specified can only allow
           Matching Contributions to be made with respect to a Contributing
           Participant's Elective Deferrals (and/or Nondeductible Employee
           Contribution, if applicable).

Part C.    Limit on Matching Contributions
           Notwithstanding the Matching Contribution formula specified above, no
           Matching Contribution will be made with respect to a Contributing
           Participant's Elective Deferrals (and/or Nondeductible Employee
           Contributions, if applicable) in excess of ___ or 4% of such
           Contributing Participant's Compensation.

Part D.    Qualifying Contributing Participants
           A Contributing Participant who satisfies the eligibility requirements
           described in Section 4 will be a Qualifying Contributing Participant
           and thus entitled to share in Matching Contributions for any Plan
           Year only if the Participant is a Contributing Participant and
           satisfies the following additional conditions (check one or more
           Options)
           Option 1: _X_ No Additional Conditions
           Option 2: ___ Hours of Service Requirement. The contributing
           Participant completes at least __ Hours of Service during the Plan
           Year. However, this condition will be waived for the following
           reasons (check at least one)

           ___    The Contributing Participant's Death
           ___    The Contributing Participant's Termination of Employment after
                  having incurred a Disability.
           ___    The Contributing Participant's Termination of Employment after
                  having reached Normal Retirement Age
           ___    This condition will not be waived.

           Option 3: ___ Last Day Requirement: The Participant is an Employee of
           the Employer on the last day of the Plan Year. However, this
           condition will be waived for the following reasons (check at least
           one)
<PAGE>
           ___    The Contributing Participant's Death

           ___    The Contributing Participant's Termination of Employment after
                  having incurred a Disability.

           ___    The Contributing Participant's Termination of Employment after
                  having reached Normal Retirement Age

           ___    This condition will not be waived.

           Note: If no option is selected, Option 1 will be deemed to be
           selected.

SECTION 8.        QUALIFIED NONELECTIVE CONTRIBUTIONS

Part A.    Authorization of Qualified Nonelective Contributions
           Will the employer make Qualified Nonelective Contributions to the
           Plan? (choose one)

           Option 1: _X_ Yes

           Option 2: ___ No

           If the Employer elected to make Qualified Nonelective Contributions,
           then the amount, if any, of such contribution to the Plan for each
           Plan Year shall be an amount determined by the Employer. Note: If no
           option is selected, Option 1 will be deemed to be selected. Complete
           the remainder of Section 8 only if Option 1 is selected.

Part B.    Participants Entitled to Qualified Nonelective Contributions
           Allocation of Qualified Nonelective Contributions shall be made to
           the Individual Accounts of (choose one)

           Option 1: _X_ Only Participants who are not Highly Compensated
           Employees
           Option 2: ___ All Participants

           Note: If no option is selected, Option 1 will be deemed to be
           selected.

Part C.    Allocation of Qualified Nonelective Contribution
           Allocation of Qualified Nonelective Contributions to Participants
           entitled thereto shall be made (choose one)
           Option 1: _X_ In the ratio which each Participant's Compensation for
           the Plan Year bears to the total Compensation to all Participants for
           such Plan Year.
           Option 2: ___ In the ratio which each Participant's Compensation not
           in excess of ___ for the Plan Year.
           Note: If no option is selected, Option 1 will be deemed to be
           selected.

SECTION 9.        QUALIFIED MATCHING CONTRIBUTIONS

Part A.    Authorization of Qualified Matching Contributions

           Will the Employer make Qualified Matching Contributions to the Plan
           on behalf of Qualifying Contributing Participants? (choose one)

           Option 1: ___ Yes, but only with respect to a Contributing
           Participant's Elective Deferrals.

           Option 2: ___ Yes, but only with respect to a Participant's
           Nondeductible Employee Contributions

           Option 3: ___ Yes, with respect to both Elective Deferrals and
           Nondeductible Employee Contributions

           Option 4: _X_ No

           Note: If no option is selected, Option 3 will be deemed to be
           selected. Complete the remainder of Section 9 only if Option 1, 2 or
           3 is selected.

Part B.    Qualified Matching Contribution Formula

           If the Employer will make Qualified Matching Contributions, then the
           amount of such Qualified Matching Contributions made on behalf of a
           Qualifying Contributing Participant each Plan Year shall be (choose
           one)

           Option 1: ___ An amount equal to __% of such Contributing
           Participant's Elective Deferral (and/or Nondeductible Employee
           Contribution, if applicable).

           Option 2: ___ An amount equal to the sum of __% of the portion of
           such Contributing Participant's Elective Deferral (and/or
           Nondeductible Employee Contribution, if applicable) which does not
           exceed __% of the Contributing Participant's Compensation plus ___%
           of the portion of such Contributing Participant's Elective Deferral
           (and/or Nondeductible Employee Contribution, if applicable) which
<PAGE>
           does not exceed __% of the Contributing Participant's Compensation
           plus __% of the portion of such Contributing Participant's Elective
           Deferral (and/or Nondeductible Employee Contribution, if applicable)
           which does not exceed   % of the Contributing Participant's
           Compensation plus   % of the portion of such Contributing
           Participant's Elective Deferral (and/or Nondeductible Employee
           Contribution, if applicable) which exceeds __% of the Contributing
           Participant's Compensation.

           Option 3: __ Such amount, if any, as determined by the Employer in
           its sole discretion, equal to that percentage of the Elective
           Deferrals (and/or Nondeductible Employee Contribution, if applicable)
           of each Contributing Participant entitled thereto which would be
           sufficient to cause the Plan to satisfy the Actual Contribution
           Percentage tests (described in Section 11.402 of the Plan) for the
           Plan Year.

           Option 4: ___ Other Formula (Specify) _______________________________

           Note: If no option is selected, Option 3 will be deemed to be
           selected.

Part C.    Participants Entitled to Qualified Matching Contributions:

           Qualified Matching Contributions, if made to the Plan, will be made
           on behalf of? (choose one)

           Option 1: ___ Only Contributing Participants who make Elective
           Deferrals who are not Highly Compensated Employees

           Option 2: ___ All Contributing Participants who make Elective
           Deferrals Note: If no option is selected, Option 1 will be deemed to
           be selected.

Part D.    Limit on Qualified Matching Contributions
           Notwithstanding the Qualified Matching Contribution formula specified
           above, the Employer will not match a Contributing Participant's
           Elective Deferrals (and/or Nondeductible Employee Contribution, if
           applicable) in excess of ___ or ___% of such Contributing
           Participant's Compensation.

SECTION 10.       ADP AND ACP TESTING OPTIONS

Part A.    ACP Test and Elective Deferrals:
           Will Elective Deferrals under this Plan (and any other plan of the
           Employer, as provided by regulations) be taken into account, and
           included as Contribution Percentage Amounts for purposes of
           performing the Average Contribution Percentage (ACP) test? (choose
           one)

           Option 1: _X_ No

           Option 2: ___ Yes, in the following amounts (choose one)

                  Suboption(a) __ Only such Elective Deferrals that are needed
                  to meet the Average Contribution Percentage test.

                  Suboption (b) __ All Elective Deferrals.

           Note: If no option is selected, Option 1 will be deemed to be
           selected.

Part B.    ACP Test and Qualified Nonelective Contributions:
           Will Qualified Nonelective Contributions under this Plan (and any
           other plan of the Employer, as provided by regulations) be taken into
           account, and included as Contribution Percentage Amounts for purposes
           of performing the Average Contribution Percentage (ACP) test? (choose
           one)

           Option 1: _X_ No

           Option 2: ___ Yes, in the following amounts (choose one)


                  Suboption (a) __ Only such Qualified Nonelective Contributions
                  that are needed to meet the Average Contribution Percentage
                  test.

                  Suboption (b) __ All Qualified Nonelective Contributions.

           Note: If no option is selected, Option 1 will be deemed to be
           selected.

Part C.    ADP Test and Qualified Matching Contributions
           Will Qualified Matching Contributions under this Plan (or any other
           plan of the Employer, as provided by regulations) be taken into
           account as Elective Deferrals for purposes of calculating Actual
           Deferral Percentages when performing the Actual Deferral Percentage
           (ADP) test? (choose one)
<PAGE>
           Option 1: _X_ No

           Option 2: ___ Yes, in the following amounts (choose one)

                  Suboption (a) __ Only such Qualified Matching Contributions
                  that are needed to meet the ADP test.

                  Suboption (b) __ All such Qualified Nonelective Contributions.

           Note: If no option is selected, Option 1 will be deemed to be
           selected.

Part D.    Correction of Aggregate Limit

           If the Aggregate Limit described in Section 11.102 of the Plan is
           exceeded, the following adjustment will be made in accordance with
           Section 11.402(b)(1) of the Plan (choose one)

           Option 1: ___ The ACP of Highly Compensated Employees will be reduced

           Option 2: _X_ The ADP of Highly Compensated Employees will be reduced

           Note: If no option is selected, Option 1 will be deemed to be
           selected.

SECTION 11.       EMPLOYER PROFIT SHARING CONTRIBUTIONS

Part A.    Contribution Formula (choose one)

           Option 1:_X_ Discretionary Formula. For each Plan Year the Employer
           will contribute an amount to be determined from year to year.

           Option 2: ___Fixed Formula __% of the Compensation of all Qualifying
           Participants under the Plan for the Plan Year.

           Option 3: ___ Fixed Percent of Profits Formula. ___% of the
           Employer's profits that are in excess of _____.

           Option 4: ___ Frozen Plan. This Plan is frozen effective ___ and the
           Employer will not make additional contributions to the Plan after
           such date.

           Note: If no option is selected, Option 1 will be deemed to be
           selected.

Part B.    Allocation Formula (choose one)

           Option 1: _X_ Pro Rata Formula. Employer Profit Sharing Contributions
           shall be allocated to the Individual Accounts of Qualifying
           Participants in the ratio that each Qualifying Participant's
           Compensation for the Plan Year bears to the total Compensation of all
           Qualifying Participants of the Plan Year.

           Option 2: ___ Flat Dollar Formula. Employer Profit Sharing
           Contributions allocated to the Individual Accounts of Qualifying
           Participants for each Plan Year shall be the same dollar amount for
           each Qualifying Participant.

           Option 3: ___ Integrated Formula. Employer Profit Sharing
           Contributions shall be allocated as follows (Start with Step 3 if
           this Plan is not a Top-Heavy Plan);

                  Step 1. Employer Profit Sharing Contributions shall first be
           allocated pro rata to Qualifying Participants in the manner described
           in Section 11, Part B, Option 1. The percent so allocated shall not
           exceed 3% of each Qualifying Participant's Compensation.

                  Step 2. Any Employer Profit Sharing Contributions remaining
           after the allocation in Step 1 shall be allocated to each Qualifying
           Participant's Individual Account in the ratio that each Qualifying
           Participant's Compensation for the Plan Year in excess of the
           integration level bears to all Qualifying Participants' Compensation
           in excess of the integration level, but not in excess of 3%.

                  Step 3. Any Employer Profit Sharing Contributions remaining
           after the allocation in Step 2 shall be allocated to each Qualifying
           Participant's Individual Account in the ratio that the sum of each
           Qualifying Participant's total Compensation and Compensation in
           excess of the integration level bears to the sum of all Qualifying
           Participants' total Compensation and Compensation in excess of the
           integration level, but not in excess of the profit sharing maximum
           disparity rate as described in Section 3.01(B)(3) of the Plan.

                  Step 4. Any Employer Profit Sharing Contributions remaining
           after the allocation in Step 3 shall be allocated pro rata to
           Qualifying Participants in the manner described in Section 11, Part
           B, Option 1.

                  The integration level shall be (choose one):

                           Suboption (a) ___ The Taxable Wage Base
<PAGE>
                           Suboption (b) ___ (a dollar amount less than the
                           Taxable Wage Base).

                           Suboption (c) ___ ___% (not more than 100%) of the
                           Taxable Wage Base.

           Note: If no option is selected, Suboption (a) will be deemed to be
           selected.

           Note: If no option is selected, Option 1 will be deemed to be
           selected.

Part C.    Qualifying Participants

           A Participant will be a Qualifying Participant and thus entitled to
           share in the Employer Profit Sharing Contribution for any Plan Year
           only if the Participant is a Participant on at least one day of such
           Plan Year and satisfies the following additional conditions (check
           one or more Options):

           Option 1: ___ No Additional Conditions

           Option 2: _X_ Hours of Service Requirement. The Participant completes
           at least 1,000 Hours of Service during the Plan Year. However, this
           condition will be waived for the following reasons (check at least
           one):

                  _X_ The Participant's Death

                  _X_ The Participant's Termination of Employment after having
                  incurred a Disability

                  _X_ The Participant's Termination of Employment after having
                  reached Normal Retirement Age.

                  ___ This condition will not be waived.

           Option 3: _X_ Last Day Requirement. The Participant is an Employee of
           the Employer on the last day of the Plan Year. However, this
           condition will be waived for the following reasons (check at least
           one):

                  _X_ The Participant's Death

                  _X_ The Participant's Termination of Employment after having
                  incurred a Disability

                  _X_ The Participant's Termination of Employment after having
                  reached Normal Retirement Age.

                  ___ This condition will not be waived.

           Note: If no option is selected, Option 1 will be deemed to be
           selected.

SECTION 12.       COMPENSATION

Part A.    Basic Definition:

           1.     Elective Deferrals
                  For purposes of Elective Deferrals, Compensation will mean all
                  of each Participant's (choose one)

                  Option 1: _X_ W-2 Wages

                  Option 2: ___ Section 3401(a) wages

                  Option 3: ___ 415 safe-harbor compensation

           2.     Matching Contributions

                  For purposes of Matching Contributions, Compensation will mean
                  all of each Participant's (choose one):

                  Option 1: _X_ W-2 Wages
                  Option 2: ___ Section 3401(a) wages
                  Option 3: ___ 415 safe-harbor compensation

           3.     Employer Profit Sharing Contributions

                  For purposes of Employer Profit Sharing Contributions,
                  Compensation will mean all of each Participant's (choose one):

                  Option 1: _X_ W-2 Wages
                  Option 2: ___ Section 3401(a) wages
                  Option 3: ___ 415 safe-harbor compensation

           Note: If no option is selected for an item, Option 1 will be deemed
           to be selected for that item.

Part B.    Measuring Period for Compensation

           1.     Elective Deferrals

                  For purposes of Elective Deferrals, Compensation shall be
                  determined over the following applicable period (choose one):
<PAGE>
                  Option 1: _X_ The Plan Year
                  Option 2: ___ The calendar year ending with or within the Plan
                  Year

           2.     Matching Contributions

                  For purposes of Matching Contributions, Compensation shall be
                  determined over the following applicable period (choose one):

                  Option 1: _X_ The Plan Year

                  Option 2: ___ The calendar year ending with or within the Plan
                  Year

           3.     Employer Profit Sharing Contributions

                  For purposes of Employer Profit Sharing Contributions,
                  Compensation shall be determined over the following applicable
                  period (choose one)

                  Option 1: _X_ The Plan Year

                  Option 2: ___ The calendar year ending with or within the Plan
                  Year

           Note: If no option is selected for an item, Option 1 will be deemed
           to be selected for that item.

Part C.    Inclusion of Elective Deferrals

           1.     Elective Deferrals

                  For purposes of Elective Deferrals, does Compensation include
                  Employer Contributions made pursuant to a salary reduction
                  agreement which are not includible in the gross income of the
                  Employee under any of the following Sections of the Code?
                  (Answer "included" or "excluded" for each of the following
                  items)

<TABLE>
<S>                                                               <C>         <C>
                  Section 125 (cafeteria plans)                   _X_Included ___ Excluded
                  Section 402(e)(3) (401(k) plans)                _X_Included ___ Excluded
                  Section 402(h)(1)(B)(salary deferral SEP Plan)  _X_Included ___ Excluded
                  Section 403(b)(tax-sheltered plans)             _X_Included ___ Excluded
</TABLE>

           Note: If a box is not checked for an item, "included" will be deemed
           to be selected for that item.

           2.     Matching Contributions

                  For purposes of Matching Contributions, does Compensation
                  include Employer Contributions made pursuant to a salary
                  reduction agreement which are not includible in the gross
                  income of the Employee under any of the following Sections of
                  the Code? (Answer "included" or "excluded" for each of the
                  following items)

<TABLE>
<S>                                                               <C>         <C>
                  Section 125 (cafeteria plans)                   _X_Included ___ Excluded
                  Section 402(e)(3) (401(k) plans)                _X_Included ___ Excluded
                  Section 402(h)(1)(B)(salary deferral SEP Plan)  _X_Included ___ Excluded
                  Section 403(b)(tax-sheltered plans)             _X_Included ___ Excluded
</TABLE>

           Note: If a box is not checked for an item, "included" will be deemed
           to be selected for that item.

           3.     Employer Profit Sharing Contributions

                  For purposes of Employer Profit Sharing Contributions, does
                  Compensation include Employer Contributions made pursuant to a
                  salary reduction agreement which are not includible in the
                  gross income of the Employee under any of the following
                  Sections of the Code? (Answer "included" or "excluded" for
                  each of the following items)

<TABLE>
<S>                                                                              <C>          <C>
                  Section 125 (cafeteria plans)                                   _X_Included ___ Excluded
                  Section 402(e)(3) (401(k) plans)                                _X_Included ___ Excluded
                  Section 402(h)(1)(B)(salary deferral SEP Plan)                  _X_Included ___ Excluded
                  Section 403(b)(tax-sheltered plans)                             _X_Included ___ Excluded
</TABLE>

           Note: If a box is not checked for an item, "included" will be deemed
           to be selected for that item.

Part D:    Pre-Entry Date Compensation
           1.     ADP and ACP Testing Purposes

                  For the Plan Year in which an Employee enters the Plan, the
                  Employee's Compensation which shall be taken into account for
                  purposes of Actual Deferral Percentage (ADP) and Actual
                  Contribution Percentage (ACP) testing shall be (choose one):

                  Option 1: _X_ The Employee's Compensation only from the time
                  the Employee became a Participant in the Plan
<PAGE>
                  Option 2: ___ The Employee's Compensation for the whole of
                  such Plan Year.

           Note: If no option is selected for an item, Option 1 will be deemed
           to be selected.

           2.     Other Purposes

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

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


                  Option 2: ___ The Employee's Compensation for the whole of
                  such Plan Year.

           Note: If no option is selected for an item, Option 1 will be deemed
           to be selected.

Part E.    Exclusions From Compensation

           1.     Elective Deferrals

                  For purposes of Elective Deferrals, Compensation shall not
                  include the following (check any that apply):

                  _X_ Bonuses ___ Commissions

                  _X_ Overtime

                  _X_ Other (Specify) FRINGE BENEFITS, MOVING EXPENSES,
                  EMPLOYERS COST FOR ANY PUBLIC OR PRIVATE EMPLOYEE BENEFIT PLAN

           Note: No exclusions from Compensation are permitted if the integrated
           allocation formula in Section 11, Part B is selected.

           2.     Matching Contributions

                  For purposes of Matching Contributions, Compensation shall not
                  include the following (check any that apply):

                  _X_ Bonuses ___ Commissions

                  _X_ Overtime

                  _X_ Other (Specify) FRINGE BENEFITS, MOVING EXPENSES,
                  EMPLOYERS COST FOR ANY PUBLIC OR PRIVATE EMPLOYEE BENEFIT PLAN

           Note: No exclusions from Compensation are permitted if the integrated
           allocation formula in Section 11, Part B is selected.

           3.     Employer Profit Sharing Contributions

                  For purposes of Employer Profit Sharing Contributions,
                  Compensation shall not include the following (check any that
                  apply):

                  _X_ Bonuses ___ Commissions

                  _X_ Overtime

                  _X_ Other (Specify) FRINGE BENEFITS, MOVING EXPENSES,
                  EMPLOYERS COST FOR ANY PUBLIC OR PRIVATE EMPLOYEE BENEFIT PLAN

           Note: No exclusions from Compensation are permitted if the integrated
           allocation formula in Section 11, Part B is selected.

SECTION 13.       VESTING AND FORFEITURES

Part A.    Vesting Schedule for Employer Profit Sharing Contributions. A
           Participant shall become Vested in his or her Individual Account
           derived from Profit Sharing Contributions made pursuant to Section 11
           of the Adoption Agreement as follows (choose one):

<TABLE>
<CAPTION>
                    Yrs. Of Vesting     Option 1   Option 2   OPTION 3    Option 4   Option 5
                        Service                                                                  (complete if chosen)
<S>              <C>                    <C>        <C>        <C>        <C>         <C>        <C>
                 1                      0%         0%         100%       0%          ____%
                 2                      0%         20%        100%       0%          ____%
                 3                      0%         40%        100%       20%         ____%      (not less than 20%)
                 4                      0%         60%        100%       40%         ____%      (not less than 40%)
                 5                      100%       80%        100%       60%         ____%      (not less than 60%)
                 6                      100%       100%       100%       80%         ____%      (not less than 80%)
                 7                      100%       100%       100%       100%        ____%      (not less than 100%)
           ----- ---------------------- ---------- ---------- ---------- ----------- ---------- ------------------------
</TABLE>
           Note: If no option is selected, Option 3 will be deemed to be
           selected.
<PAGE>
Part B.  Vesting Schedule for Matching Contributions. A Participant shall
         become Vested in his or her Individual Account derived from Matching
         Contributions made pursuant to Section 7 of the Adoption Agreement as
         follows: (choose one)

<TABLE>
<CAPTION>
                    Yrs. Of Vesting     Option 1   Option 2   OPTION 3    Option 4   Option 5
                        Service                                                                  (complete if chosen)
<S>              <C>                    <C>        <C>        <C>        <C>         <C>        <C>
                 1                      0%         0%         100%       0%          ____%
                 2                      0%         20%        100%       0%          ____%
                 3                      0%         40%        100%       20%         ____%      (not less than 20%)
                 4                      0%         60%        100%       40%         ____%      (not less than 40%)
                 5                      100%       80%        100%       60%         ____%      (not less than 60%)
                 6                      100%       100%       100%       80%         ____%      (not less than 80%)
                 7                      100%       100%       100%       100%        ____%      (not less than 100%)
           ----- ---------------------- ---------- ---------- ---------- ----------- ---------- ------------------------
</TABLE>
           Note: If no option is selected, Option 3 will be deemed to be
           selected.

Part C.    Hours Required for Vesting Purposes

         1.       _1_ Hours of Service (no more than 1,000) shall be required to
                  constitute a Year of Vesting Service.

         2.       _1_ Hours of Service (no more than 500 but less than the
                  number specified in Section 13, Part C, Item 1, above) must be
                  exceeded to avoid a Break in Vesting Schedule.

         3.       For purposes of determining Years of Vesting Service,
                  Employees shall be given credit for Hours of Service with the
                  following predecessor employer(s) (Complete if applicable)

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

Part D.  Exclusion of Certain Years of Vesting Service. All of an Employee's
         Years of Vesting Service with the Employer are counted to determine the
         vesting percentage in the Participant's Individual Account except
         (check any that apply):

           ___ Years of Vesting Service before the Employee reaches age 18

           ___ Years of Vesting Service before the Employer maintained this Plan
               or a predecessor plan

Part E.  Fully Vested Under Certain Circumstances. Will a Participant be fully
         Vested under the following circumstances? (Answer "yes" or "no" to each
         of the following items)

           1. The Participant dies                               _X_yes    ___no

           2. The Participant incurs a Disability                _X_yes    ___no

           3. The Participant satisfies the conditions for
              Early Retirement Age (if applicable)               _X_yes    ___no

           Note: If a box is not checked for an item, "yes" will be deemed to be
           selected for that item.

Part F.  Allocation of Forfeitures of Employer Profit Sharing Contributions.
         Forfeitures of Employer Profit Sharing Contributions shall be (choose
         one):
         Option 1: _X_ Allocated to the Individual Accounts of the Participants
         specified below in the manner as described in Section 11, Part B (for
         Employer Profit Sharing Contributions)
                  The Participants entitled to receive allocations of such
                  Forfeitures shall be:
                  Suboption (a) _X_ Only Qualifying Participants
                  Suboption (b) ___ All Participants

         Option 2: ___ Applied to reduce Employer Profit Sharing Contributions
         (choose one)
                  Suboption (a) ___ For the Plan Year for which the Forfeiture
                  arises
                  Suboption (b) ___ For any Plan Year subsequent to the Plan
                  Year for which the Forfeiture arises.

         Option 3: ___ Applied first to the payment of the Plan's administrative
         expenses and any excess applied to reduce Employer Profit Sharing
         Contributions (choose one)
                  Suboption (a) ___ For the Plan Year for which the Forfeiture
                  arises
                  Suboption (b) ___ For any Plan Year subsequent to the Plan
                  Year for which the Forfeitures arises

         Note: If no option is selected, Option 1 and Suboption (a) will be
         deemed to be selected.

Part G.  Allocation of Forfeitures of Matching Contributions. Forfeitures of
         Matching Contributions shall be (choose one)

           Option 1: _X_ Allocated, after all other Forfeitures under the Plan,
           to each Participant's Individual Account in the ratio which each
           Participant's Compensation for the Plan Year bears to the total
           Compensation of all Participants for such Plan Year.
                  The Participants entitled to receive allocations of such
                  Forfeitures shall be (choose one)
                  Suboption (a) _X_ Only Qualifying Contributing Participants
                  Suboption (b) ___ Only Qualifying Participants
                  Suboption (c) ___ All Participants

         Option 2: ___ Applied to reduce Matching Contributions (choose one)
                  Suboption (a) ___ For the Plan Year for which the Forfeiture
                  arises
                  Suboption (b) ___ For any Plan Year subsequent to the Plan
                  Year for which the Forfeiture arises

         Option 3: ___ Applied first to the payment of the Plan's administrative
         expenses and any excess applied to reduce Matching Contributions
         (choose one)
                  Suboption (a) ___ For the Plan Year for which the Forfeiture
                  arises
                  Suboption (b) ___ For any Plan Year subsequent to the Plan
                  Year for which the Forfeiture arises

         Note: If no option is selected, Option 1 and Suboption (a) will be
         deemed to be selected
<PAGE>
Part H.  Allocation of Forfeitures of Excess Aggregate Contributions.
         Forfeitures of Excess Aggregate Contributions shall be (choose one)

         Option 1: ___ Allocated, after all other Forfeitures under the Plan,
         to each Contributing Participant's Matching Contribution account in the
         ratio which each Contributing Participant's Compensation for the Plan
         Year bears to the total Compensation of all Contributing Participants
         for such Plan Year. Such Forfeitures will not be allocated to the
         account of any Highly Compensated Employee.

         Option 2: _X_ Applied to reduce Matching Contributions (choose one)
                  Suboption (a) _X_ For the Plan Year for which the Forfeiture
                  arises
                  Suboption (b) ___ For any Plan Year subsequent to the Plan
                  Year for which the Forfeiture arises

         Option 3: ___ Applied first to the payment of the Plan's administrative
                  expenses and any excess applied to reduce Matching
                  Contributions (choose one):

                  Suboption (a) ___ For the Plan Year for which the Forfeiture
                  arises

                  Suboption (b) ___ For any Plan Year subsequent to the Plan
                  Year for which the Forfeiture arises

         Note: If no option is selected, Option 1 and Suboption (a) will be
         deemed to be selected

SECTION 14.       NORMAL RETIREMENT AGE AND EARLY RETIREMENT AGE

Part A.  The Normal Retirement Age under the Plan shall be (check and
         complete one option)

         Option 1:_X_ Age 65

         Option 2: ___ Age ___ (not to exceed 65)

         Option 3: ___ The later of age ___ (not to exceed 65) or the ___ (not
                  to exceed 5th) anniversary of the first day of the first Plan
                  Year in which the Participant commenced participation in the
                  Plan.

         Note: If no option is selected, Option 1 will be deemed to be selected.

Part B.  Early Retirement Age (choose one option)

         Option 1: ___ An Early Retirement Age is not applicable under the Plan.

         Option 2: _X_ Age 55 (not less than 55 nor more than 65)

         Option 3: ___ A Participant satisfies the Plan's Early Retirement Age
                  conditions by attaining age ___ (not less than 55) and
                  completing ___ Years of Vesting Service.

         Note: If no option is selected, Option 1 will be deemed to be selected.
<PAGE>
Section 15.       Distributions

Part A.    Distributable Events.  Answer each of the following:

           1.   Termination of Employment Before Normal Retirement Age. May a
                Participant who has not reached Normal Retirement Age request a
                distribution from the Plan of that portion of the Participant's
                Individual Account attributable to the following types of
                contributions upon Termination of Employment?

                Elective Deferrals                            _X_yes       ___no
                Matching Contributions (if made)              _X_yes       ___no
                Employer Profit Sharing Contributions         _X_yes       ___no

           2.   Disability. May a Participant who has incurred a Disability
                request a distribution from the Plan of that portion of the
                Participant's Individual Account attributable to the following
                types of contributions?

                Elective Deferrals                            _X_yes       ___no
                Matching Contributions (if made)              _X_yes       ___no
                Employer Profit Sharing Contributions         _X_yes       ___no

           3.   Attainment of Normal Retirement Age. May a Participant who has
                attained Normal Retirement Age but has not incurred a
                Termination of Employment request a distribution form the Plan
                of that portion of the Participant's Individual Account
                attributable to the following types of contributions?

                Elective Deferrals                            ___yes       _X_no
                Matching Contributions (if made)              ___yes       _X_no
                Employer Profit Sharing Contributions         ___yes       _X_no


           4.   Attainment of Age 59 -1/2. Will Participants who have attained
                age 59 -1/2 be permitted to withdraw Elective Deferrals while
                still employed by the Employer?

                  _X_ yes           ___ no

           5.   Hardship Withdrawals of Elective Deferrals. Will Participants be
                permitted to withdraw Elective Deferrals on account of hardship
                pursuant to Section 11.503 of the Plan?

                  _X_ yes           ___ no

           6.   In-Service Withdrawals. Will Participants be permitted to
                request a distribution of that portion of the Participant's
                Individual Account attributable to the following types of
                contributions during service pursuant to Section 6.01(A)(3) of
                the Plan?

                  Matching Contributions (if made)            ___yes       _X_no
                  Employer Profit Sharing Contributions       ___yes       _X_no

           7.   One-Time In-Service Withdrawal Option. Will the one-time
                in-service withdrawal provisions described in Section 6.01(A)(5)
                of the Plan apply to the following types of contributions?

                  Matching Contributions (if made)            ___yes       _X_no
                  Employer Profit Sharing Contributions       ___yes       _X_no

                  If the answer is `yes', specify percentage that a Participant
                  may withdraw: ___%
<PAGE>
           8.   Hardship Withdrawals. Will Participants be permitted to make
                hardship withdrawals of that portion of the Participant's
                Individual Account attributable to the following types of
                contributions pursuant to Section 6.01(A)(4) of the Plan?

                  Matching Contributions (if made)            _X_yes       ___no
                  Employer Profit Sharing Contributions       _X_yes       ___no

           9.   Withdrawals of Rollover or Transfer Contributions. Will
                Employees be permitted to withdraw their Rollover or Transfer
                Contributions at any time? _X_yes ___no

           Note: If a box is not checked for an item, `yes' will be deemed to be
           selected for that item. Section 411(d) (6) of the Code prohibits the
           elimination of protected benefits. In general, protected benefits
           include the forms and timing of payout options. If the Plan is being
           adopted to amend and replace a Prior Plan that permitted a
           distribution option described above, you must answer `yes' to that
           item.

Part B.    Timing of Distributions

           1.     Termination of Employment. Where a Participant who is entitled
                  to a distribution under the Plan has Termination of Employment
                  (for reasons other than death, Disability or attainment of
                  Normal Retirement Age), distributions shall commence (check
                  one)
                  Option 1: _X_ As soon as administratively feasible following
                  the date the Participant requests a distribution.
                  Option 2: ___ As soon as administratively feasible following
                  the close of the Plan Year within which the Participant
                  requests a distribution.
                  Option 3: ___ As soon as administratively feasible following
                  the close of the Plan Year within which the Participant
                  requests a distribution or the Participant incurs ___ (not
                  more than 5) consecutive one-year Breaks in Vesting Service,
                  whichever is later.
                  Note: If no option is selected, Option 1 will be deemed to be
                  selected.

           2.     Death, Disability or Attainment of Normal Retirement Age.
                  Where a Participant dies, incurs a Disability or attains
                  Normal Retirement Age, and a distributable even has occurred,
                  distributions shall commence (check one)
                  Option 1: _X_ As soon as administratively feasible following
                  the date the Participant (or Beneficiary of a deceased
                  Participant) requests a distribution.
                  Option 2: ___ As soon as administratively feasible following
                  the close of the Plan Year within which the Participant (or
                  Beneficiary of a deceased Participant) requests a
                  distribution.
                  Option 3: ___ As soon as administratively feasible following
                  the close of the Plan Year within which the Participant (or
                  Beneficiary of a deceased Participant) requests a distribution
                  or the Participant incurs ___ (not more than 5) consecutive
                  one-year Breaks in Vesting Service, whichever is later.
                  Note: If no option is selected, Option 1 will be deemed to be
                  selected.

SECTION 16.       JOINT AND SURVIVOR ANNUITY

Part A.    Retirement Equity Act Safe Harbor
           Will the safe harbor provisions of Section 6.05(F) of the Plan apply?
           (choose only one option)
           Option 1: _X_ yes
           Option 2: ___ no
           Note: You must select `no' if you are adopting this Plan as an
           amendment and restatement of a Prior Plan that was subject to the
           joint and survivor annuity requirements.

Part B.    Survivor Annuity Percentage (complete only if your answer in Section
           16, Part A is "no") The survivor annuity portion of the Joint and
           Survivor Annuity shall be a percentage equal to __%
                  (at least 50% but no more than 100%) of the amount paid to the
                  Participant prior to his or her death.
<PAGE>
SECTION 17.       OTHER OPTIONS

A.         Loans: Will loans to Participant pursuant to Section 6.08 of the Plan
           be permitted? _X_yes __ no

B.         Insurance: Will the Plan allow for the investment in insurance
           policies pursuant to Section 5.13 of the Plan? ___ yes _X_no

C.         Employer Securities: Will the Plan allow for the investment in
           qualifying Employer securities or qualifying Employer real property?
           _X_ yes ___ no

D.         Rollover Contributions: Will Employees be permitted to make rollover
           contributions to the Plan pursuant to Section 3.03 of the Plan? _X_
           yes ___ no ___ yes, but only after becoming a Participant.

E.         Transfer Contributions: Will Employees be permitted to make transfer
           contributions to the Plan pursuant to Section 3.04 of the Plan? _X_
           yes ___ no ___ yes, but only after becoming a Participant.

F.         Nondeductible Employee Contributions: Will Employees be permitted to
           make Nondeductible Employee Contributions pursuant to Section 11.305
           of the Plan? ___ yes _X_ no Check here if such contributions will be
           mandatory _____

SECTION 18.       PARTICIPANT DIRECTION OF INVESTMENTS

Part A.    Authorization

           Will Participants be permitted to direct the investment of their Plan
           assets pursuant to Section 5.14 of the Plan? (choose one) _X_ yes ___
           no

           Note: If no option is selected, Option 2 will be deemed to be
           selected. Complete the remainder of Section 18 only if Option 1 is
           selected.

Part B.    Investment Options

           Participants can direct the investment of their Plan assets among the
           following investments:

           Option 1: _X_ Only those investment options designated by the Plan
           Administrator or other fiduciary.

           Option 2: ___ Any allowable investment Note: If no option is
           selected, Option 1 will be deemed to be selected.

Part C.    Accounts Subject to Participant Direction Participants can direct the
           following portions of their Individual Accounts

           Option 1: ___ Those accounts that the Plan Administrator may
           designate from time to time in a uniform and nondiscriminatory
           manner.
           Option 2:  _X_ Entire Individual Account
           Option 3:  ___ The following accounts (check all that apply)
                                    ___ Elective Deferral Account
                                    ___ Matching Contribution Account
                                    ___ Employer Profit Sharing Account
                                    ___ Rollover Contribution Account
                                    ___ Transfer Contribution Account
                                    ___ Other (specify) ________________________

           Note: If no option is selected, Option 1 will be deemed to be
           selected.

Part D.    Frequency of Investment Changes
           Participants may make changes to the investments within their
           Individual Accounts with the following frequency (choose one)
<PAGE>
           Option 1: ___ In accordance with uniform and nondiscriminatory rules
           established by the Plan Administrator or other fiduciary.
           Option 2: _X_ Daily
           Option 3: ___ Monthly
           Option 4: ___ Quarterly
           Option 5: ___ Other (specify) _______________________________________

           Note: If no option is selected, Option 1 will be deemed to be
           selected. Also note that the Plan's Valuation Dates must be at least
           as often as the frequency chosen here.

SECTION 19.       MISCELLANEOUS DEFINITIONS

Part A.    Valuation Date.
           The Plan Valuation Date shall be:
           Option 1: ___ The last day of the Plan Year and each other date
           designated by the Plan Administrator which is selected in a uniform
           and nondiscriminatory manner.
           Option 2: ___ Daily
           Option 3: ___ The last day of each Plan quarter.
           Option 4: ___ The last day of each month
           Option 5: ___ Other (Specify) _______________________________________
           Note: If no option is selected, Option 1 will be deemed to be
           selected.

Part B.    Disability.
           For purposes of this Plan, Disability shall mean:
           Option 1: ___ 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 12 months.
           Option 2: ___ The inability to engage in any substantial, gainful
           activity in the Employee's trade or profession for which the Employee
           is best qualified through training or experience.
           Option 3: _X_ Other (Specify): A DISABILITY WHICH QUALIFIES AN
           EMPLOYEE FOR THE EMPLOYER'S LONG TERM DISABILITY INSURANCE BENEFITS.
           Note: If no option is selected, Option 1 will be deemed to be
           selected.

SECTION 20.       LIMITATION ON ALLOCATIONS

                  If you maintain or ever maintained another qualified plan in
                  which any Participant in the 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
                  benefit funds, 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.

Part A.    Individually Designed Defined Contribution Plan

           If the Participant is covered under another qualified defined
           contribution plan maintained by the Employer, other than a master or
           prototype plan:

           1.  _X_ The provisions of Section 3.05(B)(1) through 3.05 (B)(6) of
               the Plan will apply as if the other plan were a master or
               prototype plan.

           2.  ___ Other method. (Provide the method under which the plans will
               limit total annual additions to the maximum permissible amount,
               and will properly reduce any excess amounts, in a manner that
               precludes Employer discretion.)
               _______________________________________

Part B.    Defined Benefit Plan

           If the Participant is or has ever been a participant in a defined
           benefit plan maintained by the Employer, the Employer will provide
           below the language which will satisfy the 1.0 limitation of Section
           415(e) of the Code.

           1.  _X_ If the projected annual addition to this Plan to the account
               of a Participant for any limitation year would cause the 1.0
               limitation of Section 415(e) of the Code to be exceeded,
<PAGE>
               the annual benefit of the defined benefit plan for such
               limitation year shall be reduced so that the 1.0 limitation shall
               be satisfied.
               If it is not possible to reduce the annual benefit of the defined
               benefit plan and the projected annual addition to this Plan to
               the account of a Participant for a limitation year would cause
               the 1.0 limitation to be exceeded, the Employer shall reduce the
               Employer Contribution which is to be allocated to this Plan on
               behalf of such Participant so that the 1.0 limitation will be
               satisfied. (The provisions of Section 415(e) of the Code are
               incorporated herein by reference under the authority of Section
               1106(h) of the Tax Reform Act of 1986.)

           2.  ___ Other method (Provide language describing another method.
               Such language must preclude Employer discretion).
               __________________________________________________

SECTION 21.       TOP-HEAVY MINIMUM

Part A.    Minimum Allocation or Benefit

           For any Plan Year with respect to which this Plan is a Top-Heavy
           Plan, any minimum allocation required pursuant to Section 3.01 (E) of
           the Plan shall be made (choose one):
           Option 1: _X_ To this plan
           Option 2: ___ To the following other plan maintained by the Employer
           (Specify name and plan number of Plan)
           _________________________________________________
           Option 3: ___ In accordance with the method described on an
           attachment to this Adoption Agreement. (Attach language describing
           the method that will be used to satisfy Section 416 of the Code. Such
           method must preclude Employer discretion).
           Note: If no option is selected, Option 1 will be deemed to be
           selected.

Part B.    Participants Entitled to Receive Minimum Allocation
           Any minimum allocation required pursuant to Section 3.01(E) of the
           Plan shall be allocated to the Individual Accounts of (choose one)
           Option 1: _X_ Only Participants who are not Key Employees
           Option 2: ___ All Participants
           Note: If no option is selected, Option 1 will be deemed to be
           selected

Part C.    Top-Heavy Ratio

           For purposes of establishing the present value of benefits under a
           defined benefit plan to compute the top-heavy ratio as described in
           Section 10.08(C) of the Plan, any benefit shall be discounted only
           for mortality and interest based on the following (choose one)
           Option 1: ___ Not applicable because the Employer has not maintained
           a defined benefit plan.
           Option 2: _X_ The interest rate and mortality table specified for
           this purpose in the defined benefit plan.
           Option 3: ___ Interest rate of __% and the following mortality table
           (specify) _________________
           Note: If no option is selected, Option 2 will be deemed to be
           selected.

Part D.    Top-Heavy Vesting Schedule

           Pursuant to Section 6.01(C) of the Plan, the vesting schedule that
           will apply when this Plan is a Top-Heavy Plan (unless the Plan's
           regular vesting schedule provides for more rapid vesting) shall be
           (choose one)
           Option 1: ___ 6 Year Graded
           Option 2: _X_ 3 Year Cliff
           Note: If no option is selected, Option 1 will be deemed to be
           selected.

SECTION 22.       PROTOTYPE SPONSOR

Name of Prototype Sponsor          PW TRUST COMPANY
Address
Telephone number
<PAGE>
Permissible Investments
The assets of the Plan shall be invested only in those investments described
below (to be completed by the Prototype Sponsor); `AS PER THE FUND ELECTION
FORM'

SECTION 23.       TRUSTEE OR CUSTODIAN

Section A. _X_ Financial Organization as Trustee or Custodian
Check One  ___ Custodian     _X_ Trustee without full trust powers
___ Trustee with full trust powers

Financial Organization              PW TRUST COMPANY
Signature         /s/
Type Name

Collective or Commingled Funds

List any collective or commingled funds maintained by the financial organization
Trustee in which assets of the Plan may be invested (complete if applicable)
N/A

Option B:  ___ Individual Trustee(s)

Signature ________________          Signature _________________
Type Name ________________          Type Name _________________
Signature ________________          Signature _________________
Type Name ________________          Type Name _________________

SECTION 24.       RELIANCE

The Employer may not rely on an opinion letter issued by the National Office of
the Internal Revenue Service as evidence that the 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
No. 04.

SECTION 25.       EMPLOYER SIGNATURE

I am an authorized representative of the Employer named above and I state the
following:

1.   I acknowledge that I have relied upon my own advisors regarding the
     completion of this Adoption Agreement and the legal tax implications of
     adopting this Plan.
2.   I understand that my failure to properly complete this Adoption Agreement
     may result in disqualification of the Plan.
3.   I understand that the Prototype Sponsor will inform me of any amendments
     made to the Plan and will notify me should it discontinue or abandon the
     Plan.
4.   I have received a copy of this Adoption Agreement and the corresponding
     Basic Plan Document.

         Signature for Employer  /S/  MAUREEN P. WESTBROOK  Date signed:  9/7/00
         Type Name               MAUREEN P. WESTBROOK
         Title                   VP ADMINISTRATION & GOVERNMENT AFFAIRS
<PAGE>
                                                                   EXHIBIT 10.12

                                  ADDENDUM TO:
       PROTOTYPE CASH OR DEFERRED PROFIT SHARING PLAN AND TRUST/CUSTODIAL
                                    ACCOUNT
              SPONSORED BY PW TRUST COMPANY, WEEHAWKEN, NEW JERSEY
                             BASIC PLAN DOCUMENT #04
                          (Pursuant to Section 10.11)

                  Savings Plan of the Connecticut Water Company


ADMINISTRATION OF PROTECTED BENEFITS UNDER IRC 411(d)(6)

Effective 10/1/2000, the following procedures will be used to administer the
protected benefits under this Plan:

         1.       Joint & Survivor Annuity Provisions
                  _X_ N/A - No monies in this Plan were previously subject to
                  the spousal consent requirements

                  ___ The monies in the Plan, in whole or in part, were
                  previously subject to the spousal consent requirements. These
                  monies will be segregated for recordkeeping purposes and will
                  continue to be subject to the spousal consent requirements.

         2.       Optional Forms of Benefit
                  _X_ N/A - No additional optional forms of benefit were
                  previously available to participants in this Plan.

                  ___ The following forms of benefit are protected for employees
                  who had become plan participants as of the effective with
                  earnings, will allow distribution in the following forms:

                           ___ Immediate Annuity - List types of annuities
                  allowed (e.g. Joint & Survivor 66 2/3%, 10 Year Certain, etc.)

                           ___ Installment Payments
                                    Time Period ___ 10 years
                                                ___ 5 years
                                                ___ Other (please specify) ___

                           ___ Timing of Distributions
                                    ___ Monies that were allowed to be left in
                  the plan upon a distributable event will be segregated for
                  recordkeeping purposes and will continue to be eligible, along
                  with earnings, to be left in the plan upon a distributable
                  event. The participant will continue to have investment
                  direction over the assets.
<PAGE>
                           ___ Restrictions - The following restrictions apply
                  to monies subject to such restrictions prior to the effective
                  date:
                                    ___ Distribution must be taken within ___
                           years/months/days of separation of service with the
                           employer
                                    ___ Other (specify) ________________________


                  _X_ In-Service Withdrawals
                           _X_ N/A - In-Service withdrawals are available under
                  the same or more generous provisions as the prior plan
                           ___ Monies that were available for In-Service
                  withdrawals under the prior plan will be segregated for
                  recordkeeping purposes and, along with earnings, will continue
                  to be available for In-Service withdrawal.
                           ___ Monies under the prior plan that originated in a
                  Money Purchase Plan will be segregated for recordkeeping
                  purposes and, along with earnings on such monies, will not be
                  eligible for In-Service withdrawals.

         3.       Early Retirement Age

                  _X_ N/A - The Early Retirement Age is the same or earlier than
                  that under the prior Plan
                  ___ For all employees who have reached the Early Retirement
                  Age under the prior plan, this Plan will maintain the
                  nonforfeitable status and allow distribution of the account
                  balance.

         4.       Normal Retirement Age

                  _X_ N/A - The Early Retirement Age is the same or earlier than
                  that under the prior Plan
                  ___ For all employees who have reached the Early Retirement
                  Age under the prior plan, this Plan will maintain the
                  nonforfeitable status and allow distribution of the account
                  balance.

         5.       Vesting Schedule

                  _X_ N/A - The vesting schedule is at least as generous as the
                  predecessor plan.
                  ___ The vesting schedule in this plan is less generous than in
                  the predecessor plan.
                           (a)      For participants with less than 3 years of
                                    service: Each participant's vesting
                                    percentage will not be decreased, but,
                                    rather, will be protected until such time as
                                    his/her vesting percentage under the new
                                    schedule equals or exceeds their protected
                                    vesting percentage.

                           (b)      For participants with more than 3 years of
                                    service Each participant will be given the
                                    choice of staying under the old vesting
                                    schedule or applying the new vesting
                                    schedule.

         6.       Other (specify) ______________________________________________
<PAGE>
Effective 10/1/2000, the following procedures will be used to administer the
above mentioned Plan:

         1.       Transfers - Frequency allowed (Pursuant to Section 5.14 of the
                  Plan) A participant may elect to transfer all or part of
                  his/her balance from one investment fund to another on a daily
                  basis by calling the PaineWebber Retirement Plan Help Line
                  (1-888-401-5123)

         2.       Maximum on Non Deductible Employee Contributions (Pursuant to
                  Section 11.305 of the Plan)
                  The maximum Non Deductible Employee Contribution a participant
                  may make is:
                           _X_ N/A (Non Deductible Employee Contributions are
                  not allowed in the Adoption Agreement OR no maximum is to be
                  imposed)
                           ___ ___% of Compensation

         3.       Unclaimed Benefits/Outstanding Check Procedures

                  (The following will apply to all plans, no exceptions)

                  In the event that a distribution check payable to any
                  Participant or Designated Beneficiary is returned to the
                  Trustee as being undeliverable, or is not cashed within one
                  hundred eighty (180) days:

                  1.       The Trustee shall promptly notify the Employer
                  2.       Promptly upon receipt of notice from the Trustee (or,
                           upon receipt of the distribution check if it is
                           returned to the Employer rather than the Trustee),
                           the Employer shall use its best efforts, consistent
                           with the fiduciary requirements of ERISA, to locate
                           the Participant or Designated Beneficiary and provide
                           the Trustee with an updated address for the
                           Participant or Designated Beneficiary. Promptly upon
                           receiving such updated information, the Trustee shall
                           send the returned check, or a new check, if necessary
                           to the Participant or Designated Beneficiary at the
                           updated address.
                  3.       If within 4 weeks of the date of the Trustee's
                           notification to Employer, the Employer has not
                           provided the Trustee with an updated address or
                           alternative instructions, it shall be presumed that
                           the Participant or Designated Beneficiary cannot be
                           located and the Trustee shall redeposit the amount of
                           the check into the trust for the Plan.
                  4.       Any amount redeposited to the Plan pursuant to
                           paragraph 4 above shall be treated as a forfeiture
                           under Section 6.11 of the Plan. The Employer shall
                           keep records of all amounts forfeited pursuant to
                           these procedures and shall reinstate such benefits
                           promptly upon being claimed by the Participant or
                           Designated Beneficiary pursuant to Section 6.01(D)(5)
                           of the Plan first from current forfeitures under the
                           Plan and then from employer contributions to the Plan
                           if necessary.

I hereby certify that I am authorized to adopt this addendum on behalf of the
Employer sponsoring the above named Plan:

/S/   MAUREEN P. WESTBROOK          9/7/00
<PAGE>
                                                                   EXHIBIT 10.12
QUALIFIED RETIREMENT PLAN/403(b)
LOAN DISCLOSURE

As a participant in the qualified retirement plan/403(b) adopted by your
employer, you may be able to borrow a portion of your vested account balance.
The loan program adopted by your employer is available on a uniform basis to all
parties in interest to the plan who meet loan qualification requirements. For
additional information about the loan program available under your employer's
plan, contact the loan program administrator listed below.

Note: This Loan Disclosure constitutes part of the Summary Plan Description
(SPD) of your Qualified Retirement Plan and should be kept with your other SPD
documents.

PLAN LOAN INFORMATION

Plan Name                  SAVINGS PLAN OF THE CONNECTICUT WATER COMPANY
Plan Number                003
Plan Year End              12/31

EFFECTIVE DATE

The effective date of the plan loan program is       10/1/2000

LOAN PROGRAM ADMINISTRATOR

The person responsible for administering your loan program is PLAN ADMINISTRATOR
Your loan program administrator may be reached at the following address and/or
telephone number:_______________________________________________________________

LOAN APPLICATION PROCEDURE

To apply for a loan under this plan, you must complete and return to the loan
program administrator a Loan Application Form, furnishing all information
requested and pay any required loan application processing fees. In addition,
you must follow the procedures described below (specify)________________________


LIMITATIONS ON TYPES OF LOANS

Loans from this plan may be used for the following purposes:
_X_ All
___ Purchase of your principal residence
___ Post-secondary tuition for you or your immediate family
___ Medical expenses for your or your immediate family
___ Rent or mortgage payments to prevent eviction or foreclosure from your
principal residence
___ Other (specify)_____________________________________________________________

LOAN APPROVAL STANDARDS

Decisions approving or denying loans from this Plan will be based on the
following criteria:
_X_ The value of your vested individual account balance
___ Other (specify) ____________________________________________________________
<PAGE>
Note: Loan approval basis selected must not cause loans to be made available on
a discriminatory basis.

LOAN PRINCIPAL LIMITATIONS

Loans from the plan shall be in a minimum amount of $1,000.00 (may not exceed
$1,000)
         Maximum amount of all loans outstanding cannot exceed ___ 1/2 of your
vested balance or $50,000 _X_ other (specify) ONLY TWO OUTSTANDING LOANS AT A
TIME.
Note: If the `other' option is selected, the amount entered cannot exceed the
lesser of 1/2 of vested balance or $50,000.

INTEREST CALCULATION

Interest on loans from this plan will be computed on the following basis:
___ prime rate (as specified in the Wall Street Journal)
___ prime rate (as specified in the Wall Street Journal) ___ plus ___ percent.
_X_ other (specify) PRIME RATE AS OF THE END OF THE CALENDAR QUARTER, PLUS 1.00%
Note: The interest rate must be comparable to that charged by commercial lenders
in a similar transaction. Any loan renewals are subject to interest rate
modification.

COLLATERAL PLEDGE

A percentage of your vested account balance equal to the amount borrowed divided
by your vested account balance is pledged as security for repayment of loans
under this program.

DEFAULT PROVISIONS

The following are deemed to be acts of default under your qualified plan/403(b)
loan program:
* failure to remit payment in a timely manner as required under the Loan
  Agreement
* breach of any of your obligations or duties under the Loan Agreement
* termination of employment
* other (specify)_______________________________________________________________


Upon default, your loan program administrator is entitled to foreclose its
security interest in your vested account balance pledged for repayment upon the
occurrence of an event which triggers a distribution of your benefits.

In addition, the loan program administrator will report as taxable any amounts
which are deemed distributed as a result of failing to make loan payments.