FAIRFIELD COMMUNITIES, INC.

                           SAVINGS/PROFIT SHARING PLAN

                      (RESTATED EFFECTIVE JANUARY 1, 1998)


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                                TABLE OF CONTENTS

Section 1

         1.1      Definitions..................................................2

Section 2

         2.1      Eligibility for Initial Participation.......................10
         2.2      Leave of Absence and Termination of Service.................10
         2.3      Participation Following Reemployment........................12
         2.4      Rights of Other Employers to Participate
                    in the Plan...............................................14
         2.5      Participation and Benefits for Participants
                    Transferred to or from Status as an Employee..............15

Section 3

         3.1      Salary Deferral Contributions...............................17
         3.2      Participant's Contributions.................................20
         3.3      Rollover Contributions......................................21

Section 4

         4.1      Amount of Employer's Contributions..........................23
         4.2      Limitation on Use of "Two Times" Test.......................26
         4.3      Vesting of Matching and Profit Sharing
                    Contribution Accounts.....................................27
         4.4      Vesting on Death, Disability or Normal Retirement...........28
         4.5      Vesting if Plan Terminated or Employer
                    Contributions Discontinued................................28
         4.6      Change in Vesting Schedule..................................28

Section 5

         5.1      Investment Funds............................................30

Section 6

         6.1      Establishing and Maintaining Participant's
                    Accounts..................................................31

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Section 7

         7.1      Valuation of Accounts.......................................32
         7.2      Maximum Annual Addition on Behalf of Any
                    Participant During Any Limitation Year....................32
         7.3      Allocation and Crediting of Employer's
                    Contributions.............................................35

Section 8

         8.1      Initial Distribution Date...................................38
         8.2      Establishment of Distribution Account.......................38
         8.3      Method of Distribution......................................39
         8.4      Spousal Consent Requirement and Waiver......................42
         8.5      Withdrawals While Still Employed............................42
         8.6      Eligible Rollover Distributions.............................45

Section 9

         9.1      Applicability of Top Heavy Plan Provisions..................47
         9.2      Determination of Plan Years in Which
                    Plan Is Top Heavy.........................................47
         9.3      Minimum Vesting for Top Heavy Plan Year.....................51
         9.4      Minimum Contributions for Top Heavy Plan Year...............51

Section 10

         10.1     Participants to Furnish Required Information................52
         10.2     Beneficiaries...............................................53
         10.3     Contingent Beneficiaries....................................54
         10.4     Participants' Rights in Trust Fund..........................55
         10.5     Benefits Not Assignable.....................................55
         10.6     Benefits Payable to Minors and Incompetents.................56
         10.7     Conditions of Employment Not Affected by Plan...............57
         10.8     Notification of Mailing Address.............................57
         10.9     Lost Payee..................................................58
         10.10    Written Communications Required.............................58
         10.11    Benefits Payable at Office of Trustee.......................58
         10.12    Appeal to Committee.........................................58

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Section 11

         11.1     Employer's Contribution Irrevocable.........................61
         11.2     Absence of Responsibility...................................61
         11.3     Amendment of Plan...........................................61
         11.4     Termination of Plan.........................................63
         11.5     Merger of Plan..............................................63
         11.6     Expenses of Administration..................................64
         11.7     Formal Action by Employer...................................64

Section 12

         12.1     Administration by Committee.................................65
         12.2     Officers and Employees of the Committee.....................65
         12.3     Action by Committee.........................................66
         12.4     Rules and Regulations of Committee..........................66
         12.5     Powers of Committee.........................................67
         12.6     Duties of Committee.........................................68
         12.7     Indemnification of Members of Committee.....................69
         12.8     Plan Fiduciaries............................................69
         12.9     Applicable Law..............................................70

Section 13

         13.1     Purpose of Trust Fund.......................................71
         13.2     Benefits Supported Only by Trust Fund.......................71
         13.3     Trust Fund Applicable Only to Payment
                    of Benefits...............................................71

Section 14

         14.1     General Procedure...........................................72
         14.2     Purpose of Loans............................................72
         14.3     Amount of Loans.............................................73
         14.4     Loan Conditions.............................................73




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                           FAIRFIELD COMMUNITIES, INC.
                           SAVINGS/PROFIT SHARING PLAN


         The Profit Sharing Plan for Employees of Fairfield  Communities,  Inc.,
originally  effective  March 1, 1976,  was  restated  and renamed the  Fairfield
Communities,  Inc.  Savings/Profit Sharing Plan (the "Plan"),  effective July 1,
1994.  The Plan is hereby again  restated by Fairfield  Communities,  Inc.  (the
"Company"),  effective  January 1, 1998, to reflect all  amendments  made by the
Company  to date,  including  amendments  required  by the  Small  Business  Job
Protection Act of 1996 and the Taxpayer Relief Act of 1997.


<PAGE>


                                    SECTION 1
                                   DEFINITIONS

1.1  DEFINITIONS

     (A) The following words and phrases shall have the meanings  assigned below
unless a different meaning is plainly required by the context:

          (1)  "Accounting  Date" shall mean the last day of each calendar month
     of each Plan Year  subsequent  to the  Effective  Date of the Plan and such
     other date or dates as may be established by the Committee  during the Plan
     Year.

          (2) "Amount Forfeited" shall mean the nonvested interest, if any, in a
     Participant's  Matching or Profit Sharing  Contribution Account which he is
     not entitled to receive by reason of the provisions of Sections  4.1(D) and
     4.3

          (3)  "Beneficiary"  shall mean the  person or persons on whose  behalf
     benefits  may be  payable  under the Plan  after a  Participant's  death in
     accordance with the provisions hereof.

          (4) "Break in Service"  shall mean the  failure to complete  more than
     500 Hours of Service during a Plan Year.

          (5) "Committee" shall mean the administrative committee appointed from
     time to time to administer  the Plan pursuant to the  provisions of Section
     12.1 hereof.

          (6)  "Company"  shall  mean  Fairfield  Communities,   Inc.,  and  its
     successor or successors.

          (7)  "Compensation"  shall mean the amounts  payable to an Employee by
     the Employer for services  rendered as reported on the  Employee's  Federal
     income tax withholding statement (Form W-2) or its subsequent equivalent.

          Any  amounts  that  would  have  been  includable  in  the  Employee's
     Compensation  as  described  above if they  had not  received  special  tax
     treatment  because  they were  deferred  by the  Employee  through a salary
     reduction  agreement  shall be  added to the  amount  described  above  and
     included in the Employee's "Compensation" for purposes of the Plan.

          The annual  Compensation of each Employee taken into account under the
     Plan shall not exceed  $200,000 or such other amount as may be specified by
     the  Secretary  of the  Treasury  pursuant  to  his  duties  under  section
     401(a)(17) of the Code.  In addition to other  applicable  limitations  set
     forth in the Plan, and  notwithstanding  any other provision of the Plan to
     the contrary,  for plan years  beginning on or after  January 1, 1994,  the
     annual  compensation  of
<PAGE>

     each  Employee  taken into account under the Plan shall not exceed the OBRA
     '93 annual  compensation  limit. The OBRA '93 annual  compensation limit is
     $150,000,  as adjusted by the  Commissioner  for  increases  in the cost of
     living in accordance  with section  401(a)(17)(B)  of the Internal  Revenue
     Code. The  cost-of-living  adjustment in effect for a calendar year applies
     to any  period,  not  exceeding  12  months,  over  which  Compensation  is
     determined  (determination  period)  beginning in such calendar  year. If a
     determination  period consists of fewer than 12 months, the OBRA '93 annual
     compensation limit will be multiplied by a fraction, the numerator of which
     is the number of months in the determination period, and the denominator of
     which is 12.

          For plan years beginning on or after January 1, 1994, any reference in
     this Plan to the  limitations  under  section  401(a)(17) of the Code shall
     mean the OBRA '93 annual compensation limit set forth in this provision.

          If  Compensation  for any prior  determination  period  is taken  into
     account in determining an Employee's  benefits accruing in the current plan
     year, the  Compensation for that prior  determination  period is subject to
     the  OBRA  '93  annual   compensation   limit  in  effect  for  that  prior
     determination period. For this purpose, for determination periods beginning
     before the first day of the first plan year  beginning on or after  January
     1, 1994, the OBRA '93 annual compensation limit is $150,000.

          (8) "Controlled Group Member" shall mean:

               (a)  The Employer;

               (b)  Any  corporation  or  association  that  is  a  member  of a
          controlled  group of  corporations  (within  the  meaning  of  section
          1563(a) of the Code,  determined  without regard to section 1563(a)(4)
          and section  1563(e)(3)(C) of said Code, except that, for the purposes
          of applying the  limitations  on benefits and  contributions  that are
          required  under  section 415 of the Code and are  described in Section
          7.2 hereof,  such meaning  shall be  determined  by  substituting  the
          phrase  "more  than 50%" for the phrase "at least 80%" each place that
          it appears in section  1563(a)(1)  of said Code) with respect to which
          the Employer is a member;

               (c) Any trade or business (whether or not  incorporated)  that is
          under common  control with the Employer as  determined  in  accordance
          with section 414(c) of the Code and regulations issued thereunder; and

               (d) Any service  organization  that is a member of an  affiliated
          service group (within the meaning of section  414(m) of the Code) with
          respect to which the Employer is a member.

<PAGE>

          (9) "Designated Nonparticipating Employer" shall mean:

               (a)  Any  Controlled  Group  Member  that is not an  Employer  as
          defined herein; and

               (b)   Any   other   corporation,   association,   proprietorship,
          partnership,  or  other  business  organization  that  (i)  is  not an
          Employer  and (ii) the  Company,  by formal  action on its part in the
          manner  described in Section 11.7 hereof  designates on the basis of a
          uniform  policy  applied  without   discrimination  as  a  "Designated
          Nonparticipating Employer" for the purposes of the Plan.

          (10)  "Effective  Date of the Plan",  as restated  herein,  shall mean
     January 1, 1998. The original effective date of the Plan was March 1, 1976.
     The Plan was restated effective July 1, 1994, and subsequently amended. The
     Plan is hereby  again  restated  to reflect  all  amendments  made to date,
     including  amendments  required by the Small Business Job Protection Act of
     1996 and the Taxpayer Relief Act of 1997.

          (11)  "Employee"  shall mean any person on the payroll of the Employer
     whose wages from the Employer are subject to  withholding  for the purposes
     of Federal  income  taxes and for the  purposes  of the  Federal  Insurance
     Contributions  Act.  Employee  will not  include (a) any such person who is
     included in a unit of persons  employed by the  Employer who are covered by
     an agreement which the Secretary of Labor finds to be collective bargaining
     agreement between employee  representatives and the Employer, if retirement
     benefits  were the subject of good faith  bargaining  between such employee
     representatives  and the Employer and such persons are not required by that
     agreement  to be  covered in the Plan or (b)  leased  employees  within the
     meaning of sections 414(n) and (o) of the Code.

          (12)  "Employer"  shall mean,  collectively or  distributively  as the
     context may indicate, the Company and any other corporations, associations,
     joint ventures,  proprietorships  or partnerships that have adopted and are
     participating  in the Plan in accordance with the provisions of Section 2.4
     hereof;  provided,  however,  if the  Plan  is  adopted  on  behalf  of the
     Employees of one or more, but less than all,  divisions or facilities of an
     employer,  the  term  "Employer"  shall  apply  only  to the  divisions  or
     facilities on behalf of whose Employees the Plan has been adopted.

          (13) "Employment  Commencement  Date" means the first date on which an
     Employee  completes  an "Hour of Service";  provided  that in the case of a
     "Break in Service," an Employee's employment commencement date shall be the
     first day thereafter on which he completes an "Hour of Service".

          (14) "Entry Date" shall mean January 1 and July 1.

          (15) "Family  Member"  shall mean an  individual  described in section
     414(q)(6)(B) of the Code.


          (16) "Highly Compensated Employee" shall mean any Employee who --
<PAGE>

               (A) was a 5-percent  owner (as defined in Code section  416(i)(l)
          at any time during the Plan Year or the preceding Plan Year, or

               (B) had compensation (as defined in Code section  415(c)(3)) from
          Employer in excess of $80,000 for the preceding Plan Year.

The $80,000 amount under subsection (B) above shall be adjusted at the same time
and in the same manner as under Code section 415(d), except that the base period
shall be the calendar quarter ending September 30, 1996.

     "Non-Highly  Compensated  Employee"  shall  mean an  Employee  who is not a
Highly  Compensated  Employee as defined  above.

          (17) "Hour 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
          shall 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.   Hours  under  this  subparagraph  (b)  shall  be
          calculated  and  credited  pursuant  to section  2530.200(b)-2  of the
          Department of Labor Regulations which are incorporated  herein by this
          reference; and

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

               (d) Hours of service credited to Employees whose  compensation is
          not  determined  on the basis of certain  amounts for each hour worked
          during a given  period and whose hours are not  required to be counted
          and  recorded  by a separate  federal  statute  such as the Fair Labor
          Standards  Act shall be at the rate of 190 hours of  service  for each
          month that the  Employee is entitled to be credited  with at least one
          "hour of service" under the provisions of this section.
<PAGE>

               In addition,  an Employee  will be credited with Hours of Service
          for any period not previously  credited above during which he is on an
          Employer  approved leave of absence as described in Section 2.2 hereof
          provided  he returns to the  employment  of the  Employer  immediately
          after the  expiration of such leave or within 120 days, or such longer
          period as may be prescribed by applicable  law,  after first  becoming
          eligible for discharge from military  service and having returned from
          such leave  remains in the  employment of the Employer for at least 30
          days.  Such credit shall be based on a 40-hour week or, if  different,
          on the Employee's  normally  schedule hours per week.  Notwithstanding
          any  provision of this Plan to the contrary,  contributions,  benefits
          and service credit with respect to qualified  military service will be
          provided in accordance with Code section 414(u).

               Solely for the purpose of determining whether or not the Employee
          has  incurred a Break in service,  if the  Employee is absent from the
          service of the Employer due to (a) the pregnancy of the Employee,  (b)
          the birth of a child of the  Employee,  (c) the  placement  of a child
          with the  Employee in  connection  with the  adoption of such child by
          such  Employee  or (d)  caring for such chid  described  in (b) or (c)
          above  for a period  beginning  immediately  following  such  birth or
          placement,  the Employee shall be credited during such absence with no
          less than the number of Hours of Service required to avoid incurring a
          Break in Service  either (i) during the Plan Year in which the absence
          began if the Employee would otherwise have incurred a Break in Service
          in such Plan Year or (ii) in the Plan  Year  next  following  the Plan
          Year in which the absence began in all other cases.

          (18)  "Integration  Level"  shall  mean  $48,000  or,  for Plan  Years
     beginning  after January 1, 1989, the  contribution  and benefit base under
     section 230 of the Social Security Act (the taxable wage base) in effect at
     the beginning of each Plan Year.

          (19) "Integration Rate" shall mean 5.7%.

          (20)  "Initial  Distribution  Date"  shall  mean  the  date  which  is
     established pursuant to Section 8.1 hereof for distribution of the value in
     his individual accounts.

          (21) "Internal Revenue Code" or "Code" shall mean the Internal Revenue
     Code of 1986, as now or hereafter amended from time to time.

          (22) "Limitation Year" shall mean the year used for application of the
     limitations of section 415 of the Code,  and,  unless the Employer elects a
     different  Limitation  Year by  formal  action  on its  part in the  manner
     described in Section 11.7 hereof, shall be the Plan Year.

          (23) "Matching  Contributions"  shall mean the amounts  contributed by
     the  Employer  to the Plan on behalf  of the  Participants,  as more  fully
     described in Section 4.1 hereof.

          (24) "Matching  Contribution  Account" shall mean the balance credited
     to the individual account of the Participant to reflect his interest in the
     Trust Fund that is
<PAGE>

     attributable  to the Matching  Contributions  on his behalf to the Plan. If
     applicable,  the Matching  Contribution  Account shall be divided into such
     subaccounts  as are required to reflect the  Participant's  interest in the
     various Investment Funds, as described in Section 5.

          (25) "Participant"  shall mean any person who has met the requirements
     of  Section  2.1  hereof  and  whose  individual  accounts  have  not  been
     subsequently distributed in full.

          (26)  "Participant  Contributions"  shall  mean the  amounts,  if any,
     contributed  to the Plan by the  Participant,  as more fully  described  in
     Section 3.2 hereof.

          (27)  "Participant   Contribution  Account"  shall  mean  the  balance
     credited  to the  individual  account of the  Participant  to  reflect  his
     interest  in the  Trust  Fund  that is  attributable  to his own  after-tax
     contribution to the Plan as described in Section 3.2 hereof. If applicable,
     the Participant Contribution Account shall be divided into such subaccounts
     as are  required  to reflect  the  Participant's  interest  in the  various
     Investment Funds, as described in Section 5.

          (28) "Plan" shall mean the Fairfield Communities,  Inc. Savings/Profit
     Sharing  Plan,   originally  adopted  effective  March  1,  1976,  restated
     effective  January 1, 1998, as set forth in this  instrument  and as it may
     hereafter be amended from time to time.

          (29) "Plan  Year"  shall mean the fiscal  year on which the records of
     the Plan are kept as reported  from time to time by the plan  administrator
     to the Internal Revenue Service. The Plan Year, unless subsequently changed
     in accordance with the rules or regulations  issued by the Internal Revenue
     Service or the Department of Labor, shall be the calendar year.

          (30) "Profit Sharing Contributions" shall mean the amounts contributed
     by the  Employer to the Plan on behalf of the  Participants,  as more fully
     described in Section 4.1 hereof.

          (31)  "Profit  Sharing  Contribution  Account"  shall mean the balance
     credited  to the  individual  account of the  Participant  to  reflect  his
     interest  in the Trust  Fund that is  attributable  to the  Profit  Sharing
     Contributions on his behalf to the Plan. If applicable,  the Profit Sharing
     Contribution Account shall be divided into such subaccounts as are required
     to reflect the Participant's  interest in the various  Investment Funds, as
     described in Section 5 hereof.

          (32)  "Rollover  Contributions"  shall mean the  amounts  of  Rollover
     Contributions,  if any,  made by an  Employee  to the Plan,  as more  fully
     described in Section 3.3 hereof.

          (33) "Rollover  Contribution  Account" shall mean the balance credited
     to the account of the Participant to reflect his interest in the Trust Fund
     that is attributable to his Rollover Contributions,  if any, to the Plan as
     described in Section 3.3 hereof. The Rollover Contribution Account shall be
     divided into such subaccounts as are required to reflect the  Participant's
     interest in the various Investment Funds, as described in Section 5 hereof.
<PAGE>

          (34) "Salary Deferral Contributions" shall mean the contributions made
     by the  Employer  on behalf of the  Participant  pursuant  to  Section  3.1
     hereof.

          (35) "Salary  Deferral  Contribution  Account"  shall mean the balance
     credited  to the  individual  account of the  Participant  to  reflect  his
     interest  in the Trust Fund that is  attributable  to his  Salary  Deferral
     Contributions to the Plan. If applicable,  the Salary Deferral Contribution
     Account shall be divided into such  subaccounts  as are required to reflect
     the Participant's interest in the various Investment Funds, as described in
     Section 5 hereof.

          (36)  "Salary  Reduction  Agreement"  means  an  agreement  between  a
     Participant  and  the  Employer  under  which  the  Employer   reduces  the
     Participant's  Compensation and the Employer  contributes the amount of the
     reduction  to the Plan on behalf of the  Participant  as a Salary  Deferral
     Contribution.

          (37)  "Supplement"  shall mean any Supplement  that is attached to and
     made a part of the Plan and which describes  provisions or modifications to
     the Plan which apply only to those  employees  of an Employer or  Employers
     specified in such supplement.

          (38) "Suspended Matching and/or Profit Sharing  Contribution  Account"
     shall mean the balance, if any, credited to the Participant in his Matching
     and/or Profit Sharing Contribution  Accounts as of his Initial Distribution
     Date to which he is not entitled by reason of the provisions of Section 4.3
     hereof and which is  maintained  in a separate  account  pending a Break in
     Service.

          (39) "Total and Permanent  Disability" shall mean disability which, in
     the opinion of the  Committee,  on a uniform and  nondiscriminatory  basis,
     causes a Participant to be totally and presumably permanently disabled, due
     to physical or mental illness or injury,  so as to be completely  unable to
     perform his usual duties for the Employer.

          (40)  "Trust" and "Trust  Fund" shall mean the trust fund  established
     pursuant to the terms of the Trust Agreement.

          (41) "Trust  Agreement"  shall mean the  Fairfield  Communities,  Inc.
     Savings/Profit  Sharing Trust,  originally adopted effective as of March 1,
     1976, as set forth in the original  agreement  and as it may  thereafter be
     amended from time to time.

          (42)  "Trustee"  shall mean the  corporate  trustee or trustees or the
     individual trustee or trustees,  as the case may be, appointed from time to
     time pursuant to the  provisions of the Trust  Agreement to administer  the
     Trust Fund maintained for the purposes of the Plan.

          (43) "Unallocated  Limitation  Account" shall mean that portion of the
     Matching  and/or Profit Sharing  Contribution,  if any, which is being held
     unallocated due to the provisions of Section 7.2 hereof.
<PAGE>

          (44) "Valuation  Date",  effective for the Plan Year beginning January
     1, 1996,  shall mean each day of the calendar year;  and/or such other date
     or dates as may be established by the Committee.

          (45) "Year of Service"  means each  twelve  consecutive  month  period
     during  which  an  Employee  has at least  one  thousand  (1,000)  Hours of
     Service.  For  determining  an Employee's  eligibility  under the Plan, his
     "eligibility   computation   period"   shall   begin  on  the   "employment
     commencement   date"  for  such  Employee;   thereafter,   the  eligibility
     computation  period shall be the "Plan Year",  beginning with the Plan Year
     which  includes  the  first  anniversary  of  a  Participant's   employment
     commencement   date.   For   determining   a   Participant's   vested   and
     nonforfeitable  interest in his  Matching and Profit  Sharing  Contribution
     Accounts, the "vesting computation period" shall be the Plan Year.

     (B) The terms  "herein,"  "hereof,"  "hereunder" and similar terms refer to
this document,  including the Trust  Agreement of which this document is a part,
unless otherwise qualified by the context.

     (C) The pronouns "he," "him" and "his" used in the Plan shall also refer to
similar  pronouns of the  feminine  gender  unless  otherwise  qualified  by the
context.


<PAGE>


                                    SECTION 2

                                  PARTICIPATION
                                  -------------

2.1  ELIGIBILITY FOR INITIAL PARTICIPATION
     -------------------------------------

     Each  person  who was a  Participant  in the Plan on June 30,  1994,  shall
continue to be a Participant in the Plan.  Each former  Participant  employed by
Employer on June 30, 1994 who was rehired after January 1, 1994, but before July
1, 1994,  shall  become a  Participant  in the Plan on July 1, 1994.  Each other
Employee  shall  become  a  Participant  in the  Plan on the  first  Entry  Date
following  the date the  Employee  becomes an  "Eligible  Employee,"  as defined
hereafter.  For  purposes of this Plan,  an  "Eligible  Employee"  shall mean an
Employee  who has both (i)  completed a Year of Service,  and (ii)  attained age
twenty-one (21).

2.2  LEAVE OF ABSENCE AND TERMINATION OF SERVICE
     -------------------------------------------

     Any  absence  from the  active  service  of the  Employer  by  reason of an
approved  absence granted by the Employer because of accident,  illness,  layoff
with the right of recall or  military  service,  or for any other  reason on the
basis of a uniform policy applied by the Employer without  discrimination,  will
be  considered  a leave of  absence  for the  purposes  of the Plan and will not
terminate an Employee's service provided he returns to the active service of the
Employer  at or  prior to the  expiration  of his  leave  or,  if not  specified
therein, within the period of time which accords with the Employer's policy with
respect to permitted absences.

     Absence  from the active  service  of the  Employer  because of  compulsory
engagement in military  service will be considered a leave of absence granted by
the Employer and will not  terminate the service of an Employee if he returns to
the active service of the Employer within the period of time during which he has
reemployment rights under any applicable
<PAGE>

Federal law or within 120 days from and after  discharge or separation from such
compulsory  engagement  if no Federal law is  applicable.  No  provision of this
section or in the Plan shall require  reemployment  of any employee whose active
service  with the  Employer  was  terminated  by  reason  of  military  service.
Notwithstanding  any  provision  of this  Plan to the  contrary,  contributions,
benefits and service credit with respect to qualified  military  service will be
provided in accordance with Code section 414(u).

     If the Employee does not return to the active service of the Employer at or
prior to the  expiration of his leave of absence as above  defined,  his service
will be considered  terminated as of the date on which his leave expired or such
earlier date of his resignation,  quit, discharge or death;  provided,  however,
that if any such  Employee,  who is on a leave of absence  for any reason  other
than military service and who was a Participant in the Plan on the date on which
his leave began,  is prevented  from his timely return to the active  service of
the Employer  because of his Total and  Permanent  Disability  or his death,  he
shall be treated for the purposes of Section 4.3 hereof as though he returned to
active  service  immediately  preceding  the  date of his  Total  and  Permanent
Disability or his death.

     In the event that an  Employee's  service with the Employer is  interrupted
because of any  absence  from the active  service of the  Employer  which is not
deemed a leave of absence as  defined  above,  his  service  will be  considered
terminated as of the date of his  retirement,  quit,  discharge,  resignation or
death or with respect to any other absence,  the date on which he last performed
an Hour of Service.

     In  the  event  that  an  Employee's  service  with  the  Employer  is  not
interrupted because of his retirement, quit, discharge,  resignation or death or
because of a leave of absence as defined  above
<PAGE>

but such  Employee  is credited  with less than 501 Hours of Service  during any
Plan Year prior to his attainment of the age of 65 years,  exclusive of the Plan
Year during which his Employment Commencement Date occurred and exclusive of the
Plan Year during which he retires,  quits,  is discharged,  resigns or dies, the
service of such  Employee  shall be deemed for the  purposes of the Plan to have
been terminated as of the day  immediately  preceding the first day of such Plan
Year during  which he was credited  with less than 501 Hours of Service.  In the
event  that such an  Employee  is  credited  with 1,000 or more Hours of Service
during any subsequent Plan Year, he shall be deemed for the purposes of the Plan
to  have  reentered  the  service  of the  Employer  on the  first  day of  such
subsequent  Plan Year during which he was  credited  with 1,000 or more Hours of
Service,  and his Employment  Commencement  Date shall be such first day of such
subsequent Plan Year.

     Transfers of an  Employee's  service  among the  Employers  and  Designated
Nonparticipating  Employers shall not be deemed interruptions of his service and
shall not constitute a termination of service for the purposes of the Plan.

2.3  PARTICIPATION FOLLOWING REEMPLOYMENT
     ------------------------------------

          (A) Each Participant whose service is terminated on or after attaining
     full  vesting  (Vested   Percentage  of  100%),  and  who  is  subsequently
     reemployed  by the  Employer  and performs an Hour of Service will become a
     Participant in the Plan as of such date of reemployment and will be treated
     under the Plan as though his service  had not  previously  terminated  but,
     instead,  as though he had been on an approved leave of absence  granted by
     the Employer during the period between the date of his previous termination
     of service and the date of his reemployment; provided, however, that (a) he
     shall not be credited  with Hours of Service for the purposes of vesting or
     for the  purposes  of  determining  the  allocations  of Matching or Profit
     Sharing  Contributions  and Amounts  forfeited  for such  assumed  leave of
     absence  and  (b) if the  date of his  reemployment  is  subsequent  to his
     Initial  Distribution  Date  and if  there  are any  undistributed  amounts
     credited to his  Distribution  account as of the date of his  reemployment,
     unless the  Participant  has attained the age of 65 years as of the date of
     his  reemployment  and so elects in writing filed with the Committee within
     30 days following the date of his  reemployment  to receive such previously
     undistributed amounts on and after the date of his reemployment in the same
     manner as  though  he had not been  reemployed,  no  further  distributions
     (except as provided in Section  8.5) shall be made from such account on
<PAGE>

     and after his date of reemployment and prior to his next following  Initial
     Distribution  Date subsequently  established  pursuant to the provisions of
     Section 8.1 hereof.

          (B) Each  Employee not included in Section (A) above whose  service is
     terminated  and who is  subsequently  reemployed by the Employer prior to a
     Break in Service and who performs an Hour of Service will be treated  under
     the Plan upon his  reemployment  as though his service  had not  previously
     terminated  but,  instead,  as though he had been on an  approved  leave of
     absence  granted by the Employer  during the period between the date of his
     previous  termination  of service and his date of  reemployment;  provided,
     however,  he shall not be credited with Hours of Service for vesting or for
     the  purposes of  determining  allocations  of  Matching or Profit  Sharing
     Contributions and Amounts Forfeited for such assumed leave of absence.  The
     amount credited to his Suspended  Matching and Profit Sharing  Contribution
     Account,  if any, as of his date of  reemployment  shall not be included in
     the Amount  Forfeited but shall be restored to a new Matching and/or Profit
     Sharing Contribution Account on his behalf as of such date of reemployment.

          (C) Each  Employee  not  included  in Section  (A) or (B) above  whose
     service is terminated  and who is  subsequently  reemployed by the Employer
     and performs and Hour of Service  shall be treated under the Plan upon such
     reemployment  as  though  he  then  first  entered  the  employment  of the
     Employer, except that the following special provisions shall apply:

               (1) If either (a) such  Employee  had a vested  percentage  which
          exceeded 0% as of the previous date of  termination  of his service or
          (b)  the  number  of  consecutive   Breaks  in  Service  between  such
          employee's previous date of termination of service and the date of his
          reemployment  is less than either (i) five or (ii) the number of years
          of service which he had accrued as of his previous date of termination
          of service,  he shall be entitled upon his date of  reemployment  to a
          reinstatement  of the vesting  service  which he had accrued as of his
          previous  date of  termination  of  service,  but he shall not  accrue
          vesting  service  for the  period  between  the  date of his  previous
          termination of service and the date of his reemployment.

               (2) If the number of  consecutive  Breaks in Service  between the
          previous date of termination  of service and the date of  reemployment
          of any such  Employee  included  in (1) above is less than  five,  the
          Amount Forfeited,  if any, by the Participant under Section 8.2 hereof
          as of his previous date of  termination  shall be restored as provided
          in Section (D) below.

          (D) If any such  Participant  described in Section (B) or (C)(2) above
     for whom a Suspended Matching and/or Profit Sharing Contribution Account or
     previously Amount Forfeited, whichever is applicable, was restored to a new
     Matching  and/or  Profit  Sharing  Contribution  Account  as of his date of
     reemployment,  received a distribution  attributable to his Matching and/or
     Profit Sharing  Contribution Account as of the previous date of termination
     of his  service,  the  Committee  shall keep a record of the amount of such
     distribution  as of the previous date of termination of his service for the
     purposes of Section
<PAGE>

     4.3 hereof.  Such amount is herein referred to as the "total debits against
     the Participant's  Matching and/or Profit Sharing Contribution Accounts for
     prior distributions".

          (E)  If  there  are  any   undistributed   amounts   credited  to  the
     Distribution Account of any such former Participant included in Section (B)
     or  (C)(2)  above  as  of  the  date  of  his   reemployment,   no  further
     distributions  (except as provided in Section  8.5) shall be made from such
     account  on and  after the date of his  reemployment  and prior to his next
     following Initial  Distribution Date subsequently  established  pursuant to
     the  provisions of Section 8.1 hereof.  Any such  previously  undistributed
     Distribution  Account shall be maintained on behalf of the  Participant  on
     and  after his date of  reemployment  and  subject  to  adjustment  on each
     following  Valuation  Date as specified in Section 7.1 and the  Participant
     shall always have a fully vested (100%) interest in such account.

          (F) Any such  Participant  to whom the  provisions of this Section 2.3
     apply who was not  entitled,  for any reason,  to an  allocation  under the
     provisions of Section 7.3 hereof on the  allocation  dates,  if applicable,
     which occurred  between the date of termination of his service and the date
     of his  reemployment,  shall not be  entitled to a  retroactive  allocation
     under such section solely because of the provisions of this Section 2.3.

          (G)  The  rights  of  any   terminated   Employee   of  a   Designated
     Nonparticipating  Employer  who  is  reemployed  by an  Employer  shall  be
     determined in accordance with the provisions of the Plan in the same manner
     as  though  he had  been  an  Employee  of the  Employer  on  the  date  of
     termination of his service; and the rights of any terminated Employee of an
     Employer who is reemployed by a Designated  Nonparticipating Employer shall
     be  determined in  accordance  with the  provisions of the Plan in the same
     manner as though such Employee had been  reemployed by the Employer and had
     immediately thereafter been transferred to such Designated Nonparticipating
     Employer.

2.4      RIGHTS OF OTHER EMPLOYERS TO PARTICIPATE IN THE PLAN
         ----------------------------------------------------

          (A) Any other corporation, association, joint venture, proprietorship,
     or partnership may, in the future,  adopt the Plan by written action on its
     part in the manner described in Section 11.7 hereof provided that the board
     of directors of the Company approves such participation.

          (B) The administrative powers and control of the board of directors of
     the Company,  as provided in the Plan, shall not be deemed diminished under
     the Plan by reason of participation of any other Employers in the Plan, and
     such administrative  powers and control  specifically granted herein to the
     board of directors of the Company  with respect to the  appointment  of the
     Committee,  amendment of the Plan and other  matters  shall apply only with
     respect to the board of directors of the Company.
<PAGE>

          (C) The Plan is a single plan with respect to all Employers unless the
     board of directors of the Company specifically provides that the Plan shall
     be a separate plan with respect to any Employer or group of Employers.

          (D) Any  Employer  may  withdraw at any time,  with the consent of the
     Board of Directors of the Company, without affecting the other Employers in
     the Plan. The Employer  wishing to withdraw must submit written evidence of
     its  determination  to  withdraw  from the Plan and a written  request  for
     consent to the withdrawal to the Committee and to the Board of Directors of
     the  Company.  If the Board of  Directors  of the  Company  consents to the
     withdrawal,  the Employer wishing to withdraw must furnish the Trustee with
     evidence  of its  determination  to  withdraw  and the Board of  Directors'
     consent to the withdrawal. The Company, by formal action on its part in the
     manner  described in Section 11.7  hereof,  may in its absolute  discretion
     terminate any Employer's participation at any time.

2.5 PARTICIPATION AND BENEFITS FOR PARTICIPANTS TRANSFERRED TO OR FROM STATUS AS
    ----------------------------------------------------------------------------
AN EMPLOYEE
-----------

     It is  contemplated  that a Participant in the Plan may be transferred to a
Designated  Nonparticipating  Employer  so that he will no longer  qualify as an
Employee as defined herein, and, conversely,  that a person in the employment of
a Designated  Nonparticipating  Employer may be  transferred to the status of an
Employee as defined herein.  The service of such a person  described above shall
not be considered to be interrupted or terminated by reason of any such transfer
and a termination of service with the Designated Nonparticipating Employer while
not  qualified  as an  Employee  shall  be  treated  in  the  same  manner  as a
termination  of service with an Employer  while  qualified  as an  Employee.  In
determining  eligibility  for  participation  and vesting in the Plan of such an
Employee with respect to whom the provisions of this Section 2.5 are applicable,
any period of employment,  which  otherwise would be included in accordance with
the  provisions  of Sections  1.1(A)(17),  1.1(A)(45)  and 2.1 hereof,  which he
accrued with the Designated Nonparticipating Employers while not qualified as an
Employee as defined herein shall be included;  provided,  however, that any such
person  transferred to the status of an Employee shall not be eligible to become
a  Participant  in the Plan prior to the date on which he becomes an Employee as
defined
<PAGE>

herein.  The accounts of any such  Participant who has been transferred from the
status of an Employee  shall be  maintained on his behalf during the period that
he is in the  employment of the Designated  Nonparticipating  Employer while not
qualified as an Employee in the same manner as though the Participant  were on a
leave of absence  granted by the Employer  during such  period,  but he shall be
entitled to share in subsequent  allocations of the Employer's  Matching  and/or
Profit  Sharing  Contributions,  and  Amounts  Forfeited,  only  if he  received
Compensation  from the Employer during the Plan Year for which such  allocations
are being made and  provided he otherwise  would have been  entitled to share in
such allocations if he had not been transferred to a Designated Nonparticipating
Employer.  In determining  the amount to be allocated  during any Plan Year that
the  Employee   received   Compensation  from  the  Employer  and  a  Designated
Nonparticipating Employer, his total Compensation from both the Employer and the
Designated Nonparticipating Employer during the Plan Year shall be used and then
prorated  based on the  ratio  that the  number  of  Hours of  Service  while an
Employee of the Employer  bears to the total number of Hours of Service with the
Employer and the Designated Nonparticipating Employer during such Plan Year.


<PAGE>


                                    SECTION 3

                          SALARY DEFERRAL CONTRIBUTIONS
                          -----------------------------
                            PARTICIPANT CONTRIBUTIONS
                            -------------------------
                           AND ROLLOVER CONTRIBUTIONS
                           --------------------------

3.1  SALARY DEFERRAL CONTRIBUTIONS
     -----------------------------

          (A) Amount of Salary Deferral Contributions: Subject to Section 3.1(E)
              ---------------------------------------
     below and to such rules of uniform  application as the Committee may adopt,
     each Eligible  Employee may elect to have the Employer make Salary Deferral
     Contributions  through payroll deduction on his behalf pursuant to a Salary
     Reduction  Agreement  of any amount that is an integral  percentage  of not
     less  than 1% nor more  than  15% of his  Compensation  for the  applicable
     payroll period;  provided,  however, any such Participant's Salary Deferral
     Contributions  shall not exceed (i) an amount  which would cause his annual
     addition to exceed the maximum amount of annual  addition which may be made
     for the  Limitation  Year under  Section  7.2  hereof,  or (ii)  $9,240 (as
     adjusted  from time to time by the  Secretary  of the  Treasury at the same
     time and in the same  manner as under  section  415(d) of the Code) for any
     calendar year.

          (B)  Initial  Authorization  for Salary  Deferral  Contributions:  All
               -----------------------------------------------------------
     Salary  Reduction  Agreements  shall  be in  writing  and  Salary  Deferral
     Contributions  made  pursuant  to such  agreement  shall be  authorized  in
     writing by the Participant and shall be filed with the Committee.  Any such
     Salary  Reduction  Agreement  shall  continue  in effect for as long as the
     Participant remains an Employee or until he elects to suspend or change his
     rate of Salary  Deferral  Contributions  to the Plan as provided in Section
     3.1(C) below.

          (C) Right of  Participant  to  Suspend  or  Change  His Rate of Salary
              ------------------------------------------------------------------
     Deferral Contributions: Except as set forth below, a Participant may change
     ----------------------
     the  rate of his  Salary  Deferral  Contributions  or  suspend  his  Salary
     Deferral Contributions effective as soon as administratively practicable as
     of the beginning of any payroll period  subsequent to filing proper written
     authorization.  Except as provided in Section  3.1(E) below with respect to
     certain  required  suspensions,  a  Participant  who  suspends  his  Salary
     Deferral   Contributions  may  not  resume  such  contributions  until  the
     following calendar quarter. Any resumption of Salary Deferral Contributions
     must be made by the  Participant in writing filed with the Committee,  such
     resumption to be effective as soon as  administratively  practicable  as of
     the   beginning  of  any  payroll   period   subsequent  to  filing  proper
     authorization.

          A Participant whose Salary Deferral Contributions are suspended during
     a period of leave of absence or who is  reemployed  following a termination
     of  service  may  elect,  upon his  return  to active  employment  with the
     Employer, to have the Employer resume Salary Deferral  Contributions on his
     behalf to the Plan.  Any such  election  shall be in writing filed
<PAGE>

     with the  Committee and shall  specify the  percentage  of Salary  Deferral
     Contributions to be deducted from his Compensation.

          (D) Crediting and Depositing Salary Deferral Contributions: The Salary
              ------------------------------------------------------
     Deferral  Contributions  to the Plan shall be paid by the  Employer  to the
     Trustee  as  promptly  as  practicable  after  they are  deducted  from the
     Participant's  Compensation  (but in any  event  not  later  than  the 15th
     business day of the month  following  the month in which the  contributions
     are deducted) and shall be credited to the  Participant's  Salary  Deferral
     Contribution  Account no later than the Accounting  Date next following the
     date the contributions were deducted in accordance with Section 7.3 hereof.
     The Participant's  Salary Deferral  Contribution Account shall at all times
     be 100% vested and,  except as provided in Section 8.5 hereof with  respect
     to certain permissible in-service  withdrawals,  Section 14 with respect to
     Plan  Loans and  Section  11.4  with  respect  to  termination  or  partial
     termination  of the Plan,  distribution  of such  account  shall be made in
     accordance with the provisions of Section 8 hereof.

          (E)  Salary  Deferral   Contributions   Subject  to  Nondiscrimination
               -----------------------------------------------------------------
     Requirements  of  Section  401(k) of the Code:  For any given Plan Year the
     ---------------------------------------------
     "average  deferral   percentage"  (as  defined  herein)  for  all  Eligible
     Employees who are Highly  Compensated  Employees for such Plan Year may not
     exceed the greater of:

               (a)  One and  one-quarter  (1.25)  times  the  "average  deferral
          percentage" for all Eligible Employees who are Non-highly  Compensated
          Employees for the preceding Plan Year; or

               (b) Two (2.0) times the  "average  deferral  percentage"  for all
          Eligible  Employees who are Non-highly  Compensated  Employees for the
          preceding  Plan Year, but not more than the sum of (i) 2% and (ii) the
          "average  deferral  percentage"  for all  Eligible  Employees  who are
          Non-highly Compensated Employees.

     An  individual  "deferral  percentage"  is  calculated  for  each  Eligible
     Employee each Plan Year by dividing his Salary Deferral  Contributions,  if
     any, to the Plan during the Plan Year by his  Compensation for that portion
     of the  Plan  Year  during  which he was a  Participant  in the  Plan.  The
     "average deferral percentage" for the Highly Compensated  Employees and the
     "average deferral percentage" for the Non-highly  Compensated Employees are
     then  determined by adding up the individual  deferral  percentages for the
     applicable  group and dividing by the number of Eligible  Employees in such
     group. For purposes of this Section 3.1(E),  Eligible Employee includes any
     Employee eligible to elect to have Salary Deferral  Contributions  withheld
     from his compensation pursuant to Section 3.1(A) above, whether or not such
     election is exercised.

          If the  Committee  determines  that a  Participant's  Salary  Deferral
     Contributions under Section 3.1(A) hereof for any Plan Year would cause the
     Plan to fail to meet the nondiscrimination  requirements of this subsection
     (E) or section 401(k) of the Code and the
<PAGE>

     regulations  thereunder,  then the  Committee  shall take any or all of the
     following  preventive  measures  as,  in  its  sole  discretion,  it  deems
     necessary to avoid such discrimination:

          (1) From time to time during such Plan Year,  reduce (or  suspend,  if
     necessary) the rate of Salary Deferral  Contributions  for the remainder of
     the Plan Year of those  Participants who are Highly  Compensated  Employees
     (such  reduction  first to apply to the highest rate on a uniform  basis to
     all such  Participants who are contributing the highest rate, and so on, in
     descending order from the highest rate); or

          (2) Distribute any Excess  Deferrals  (defined herein) plus any income
     allocable thereto,  no later than the last day of the Plan Year immediately
     following the Plan Year in which such Excess  Deferrals were made, to those
     Highly   Compensated   Employees   to  whose   accounts   Salary   Deferral
     Contributions  were  allocated  for  such  Plan  Year in which  the  excess
     occurred,  on the basis of the amount of Salary Deferral  Contributions by,
     or on  behalf  of,  each  of  such  Employees.  Such  distribution  must be
     designated  by the  Employer  as a  distribution  of Excess  Deferrals  and
     allocable income.  "Excess  Deferrals" shall mean, with respect to any Plan
     Year, the aggregate amount of Salary Deferral  Contributions  actually paid
     over to the Trust on behalf of Highly  Compensated  Employees for such Plan
     Year,  over the maximum amount of such  contributions  permitted under this
     subsection (E),  determined by reducing  deferrals made on behalf of Highly
     Compensated  Employees in order of the actual  deferral  amounts  beginning
     with the highest of such  amounts.  ANY MATCHING  CONTRIBUTIONS  DETERMINED
     UNDER  SECTION  4.1(B)  BELOW  MADE OR  ALLOCATED  ON  ACCOUNT OF AN EXCESS
     DEFERRAL SHALL BE FORFEITED AND  REALLOCATED AS PROVIDED IN SECTION 8.2(B);
                       ---------
     SUCH  FORFEITURE  SHALL BE  EFFECTED  PRIOR TO THE  APPLICATION  OF SECTION
     4.1(D) BELOW.  Excess  Deferrals shall be treated as Annual Additions under
     Section 7.2 of the Plan; or

          (3) Take such other  action as may be  permissible  under  regulations
     published under section 401(k) of the Code to avoid such discrimination.

     The Committee  shall  establish such rules and give such  directions to the
     Trustee as shall be appropriate  to carry out the above  provisions of this
     section.  In any event, the following  special rules shall be applicable in
     administering the provisions of this subsection (E):

          (a) The  deferral  percentage  for  any  Participant  who is a  Highly
     Compensated  Employee  for the Plan Year and who is eligible to have Salary
     Deferral  Contributions   allocated  to  his  account  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 Contributions were made under
     a single arrangement.

          (b) If two or more plans which include arrangements  described in Code
     section 401(k) are aggregated for purposes of sections 401(a)(4) or 410(b),
     such arrangements shall be treated as one such arrangement.
<PAGE>

          (c) The income  allocable  to Excess  Deferrals is equal to the sum of
     the  allocable  gain or loss (i) for the Plan Year and (ii) for the  period
     between  the end of the Plan  Year and the date of  distribution  (the "gap
     period") and shall include  unrealized  appreciation  in assets held in the
     Trust Fund.  The income  allocable  to Excess  Deferrals  for the Plan Year
     shall  be  determined   by   multiplying   the  income   allocable  to  the
     Participant's  Salary  Deferral  Contributions  for  the  Plan  Year  by  a
     fraction,  the numerator of which is the Excess  Deferrals on behalf of the
     Participant for the preceding Plan Year and the denominator of which is the
     Participant's  total  account  balance   attributable  to  Salary  Deferral
     Contributions  on the last day of the preceding  Plan Year,  reduced by the
     gain  allocable to such total amount for the Plan Year and increased by the
     loss allocable to such total amount for the Plan Year. The income allocable
     to Excess  Deferrals  for the gap period shall be  determined in accordance
     with the Safe Harbor Method referred to in the Treasury  regulations  under
     section 401(k) of the Code.

3.2  PARTICIPANT'S CONTRIBUTIONS
     ---------------------------

     Participants are not required to make  contributions to the Plan.  However,
subject to the limitations of Sections 4.1(D) and 7.2 hereof,  and to such rules
of uniform application as the Committee may adopt, each Participant may elect to
make  optional  contributions  to the Plan of an amount not to exceed 10% of his
Compensation  as received by him while a Participant.  The Committee  shall have
the power to establish uniform and nondiscriminatory rules and from time to time
to modify or change  such  rules  governing  the  manner and method by which the
Participant's  contributions  shall be made. A Participant's  Contributions made
under the Plan shall at all times be 100% vested.

     To the extent Participant's  Contributions are permitted,  they may be made
by payroll deduction, which the Participant shall authorize the Employer to make
on written  authorization  forms approved and designated by, and filed with, the
Committee. Any such authorization to make the contributions by payroll deduction
shall be effective  for the first pay period  commencing on or after the January
1st, April 1st, July 1st or October 1st following the Committee's receipt of the
payroll deduction authorization.
<PAGE>

     The right of a  Participant  to elect to contribute to the Plan is entirely
optional and the Participant may accordingly change his rate of contributions to
the Plan,  subject to the maximum rates specified  above, or he may suspend such
contributions,  effective  as soon  as  administratively  practicable  as of any
payroll period subsequent to filing proper written authorization.  Not more than
one change in his rate of contributions  shall be made within a calendar quarter
and  having  once  suspended   contributions,   a  Participant  may  not  resume
contributions until the following calendar quarter after such contributions were
suspended.  The  Participant  Contributions  to the  Plan  shall  be paid by the
Employer to the Trustee as promptly as  practicable  after they are  received by
Employer or deducted from the  Participant's  Compensation (but in any event not
later than the 15th  business day of the month  following the month in which the
contributions are received or deducted).

3.3  ROLLOVER CONTRIBUTIONS
     ----------------------

          (A) Type of Rollovers Permitted Under Plan: The Committee shall direct
              --------------------------------------
     the  Trustee  to  accept a  Rollover  Contribution  from or on behalf of an
     Employee eligible to receive an "eligible  rollover  distribution"  (within
     the meaning of sections  402(c)(4),  403(a)(4)  and 408(d)(3) of the Code).
     The  Rollover  Contribution  shall be accepted  whether  received  from the
     Employee or transferred directly from another "eligible retirement plan" as
     defined in section  402(c)(8) of the Code.  The rollover of all or any part
     of an  eligible  rollover  distribution  shall  be in  accordance  with the
     provisions of section  402(c) of the Code,  and other  applicable  laws and
     regulations, including Regulation section 1-411(d)-4,  Q&A-3(b)(1), and the
     Committee may require whatever evidence or information from the Employee as
     it may deem  necessary to comply with said laws and  regulations.  However,
     the  Committee   shall  not  accept  any  part  of  an  eligible   rollover
     distribution  which  consists  of assets  which are other  than (i) cash or
     equivalents or (ii) assets which are identical to those which  Participants
     may  direct  the  Trustee  to  purchase  under the  terms of the  Plan,  if
     applicable.  An  Employee  need  not be a  Participant  in  order to make a
     Rollover  Contribution  and in the event  that a Rollover  Contribution  is
     accepted  on behalf  of an  Employee  prior to the date  that he  becomes a
     Participant  in the Plan,  he shall be treated as a  Participant  as of the
     date of acceptance by the Committee of such Rollover Contribution,  but his
     benefits under the Plan prior to the date he actually becomes a Participant
     in  accordance  with  Section  2.1 hereof  shall be limited to the  balance
     credited  to  his  Rollover   Contribution   Account.   Any  such  Rollover
     Contribution  Account  maintained on behalf of a  Participant  prior to the
     date he actually  becomes a  Participant  shall be included  with the other
     Rollover Contribution Accounts for the purposes of Section 7.1 hereof.
<PAGE>

          (B) Application to Committee:  The Employee shall make application for
              ------------------------
     the rollover in writing to the Committee on forms  approved and  designated
     by the Committee.

          (C) Acceptance by Committee:  Contributions under Section 3.3(A) above
              -----------------------
     so accepted as a rollover to the Plan shall be  commingled  with the assets
     of the Trust Fund and shall be managed  according to the terms of the Trust
     Agreement;  provided,  however,  that, unless the date of acceptance of the
     Rollover  Contribution  coincides with a Valuation  Date, the Trustee shall
     hold any such Rollover  Contribution in a separate interest bearing account
     in the Trust Fund until the next following Valuation Date.

          (D) Separate  Account:  The Committee shall establish and maintain (or
              -----------------
     cause  to  be  maintained)  a  separate   account,   called  the  "Rollover
     Contribution  Account," for each Employee for whom a Rollover  Contribution
     is accepted, and the Participant shall be credited immediately with a fully
     (100%)  vested   interest  in  the  amount   represented  by  the  Rollover
     Contribution so accepted.  The Rollover  Contribution  Account will reflect
     the  Participant's  interest in the funds  credited on his behalf under the
     Plan as a result of his Rollover Contribution.


<PAGE>


                                    SECTION 4

                            EMPLOYER'S CONTRIBUTIONS
                            ------------------------

4.1  AMOUNT OF EMPLOYER'S CONTRIBUTIONS
     ----------------------------------

          (A) Subject to the right reserved by the Employer to modify,  amend or
     terminate  the Plan,  as  provided in Sections  11.3 and 11.4  hereof,  and
     subject to the limitations set forth in Section 4.1(D) below, each Employer
     (or,  with respect to a group of  Employers,  if any, with respect to which
     the Plan represents a single plan who file a consolidated  tax return,  the
     group  of  such   Employers)   shall  make  a  contribution   (or  combined
     contribution)  each Plan Year to the Trustee in an amount determined in (B)
     below.

          (B) At the sole  discretion of Employer (or group of  Employers),  the
     Employer's  Contributions  for  the  Plan  Year  may  include  a  quarterly
     "Matching  Contribution"  which, if made, shall apply to those Participants
     in the  Plan  during  the  current  Plan  Year  who  made  Salary  Deferral
     Contributions to the Plan during the year, and who are entitled to share in
     such  contribution  for the  quarter  as  provided  in  Section  7.3(C)(1).
     Additionally,  at the sole  discretion of Employer (or group of Employers),
     the  Employer's  Contributions  for the Plan  Year may  include  an  annual
     "Profit  Sharing   Contribution"   which,  if  made,  shall  apply  to  all
     Participants  in the Plan during the current Plan Year, who are entitled to
     share  in such  contribution  for the  Plan  Year as  provided  in  Section
     7.3(C)(2).  Both  the  Matching  Contribution  and/or  the  Profit  Sharing
     Contribution,  if made,  shall be an  amount  which the  Employer  (or with
     respect to such a group of Employers,  the board of directors of the parent
     corporation) authorizes and announces in writing for the applicable period;
     provided,  however,  that the  Employer's  Contributions  on  behalf of any
     Participant may be reduced if required and to the extent necessary to lower
     his  annual  addition  for  the  Limitation  Year  to  such  amount  as  is
     permissible under Section 7.2 hereof; and provided further,  however,  that
     the Employer's Contributions for any Plan Year shall not exceed the maximum
     amount of contribution permitted by law as a tax deductible expense for the
     applicable fiscal year as provided in section 404 of the Code, or any other
     applicable provisions of said Code.

          (C) The  Matching  Contributions  shall be paid by the Employer to the
     Trustee  not later than  thirty  (30) days after the close of the Plan Year
     for which the  contributions  are  deemed to be made.  Any  Profit  Sharing
     Contribution made by the Employer for the Plan Year shall be paid not later
     than the time prescribed by law for filing the federal income tax return of
     Employer for such Plan Year including any extensions.
<PAGE>


          (D)  Employer  Matching  and  Participant   Contributions  Subject  to
               -----------------------------------------------------------------
     Nondiscrimination Requirements of Section 401(m) of the Code. For any given
     ------------------------------------------------------------
     Plan Year, the "average  contribution  percentage"  (as defined herein) for
     all Eligible Employees who are Highly  Compensated  Employees for such Plan
     Year may not exceed the greater of:

               (a) One and  one-quarter  (1.25) times the "average  contribution
          percentage" for all Eligible Employees who are Non-highly  Compensated
          Employees for the preceding Plan Year; or

               (b) Two (2.0) times the "average contribution percentage" for all
          eligible  Employees who are Non-highly  Compensated  Employees for the
          preceding  Plan Year, but not more than the sum of (i) 2% and (ii) the
          "average  contribution  percentage" for all Eligible Employees who are
          Non-highly Compensated Employees.

          An  individual  "contribution   percentage"  is  calculated  for  each
     Eligible  Employee each Plan Year by dividing the total of his Matching and
     Participant  Contributions  determined  under  Sections  3.2  and  4.1  and
     allocated to him, if any, during the Plan Year by his Compensation for that
     portion of the Plan Year during which he was a Participant in the Plan. The
     "average contribution  percentage" for the Highly Compensated Employees and
     the  "average  contribution  percentage"  for  the  Non-highly  Compensated
     Employees  are then  determined  by adding up the  individual  contribution
     percentages  for the  applicable  group and dividing the number of Eligible
     Employees  in such group.  For purposes of this  Section  4.1(D),  Eligible
     Employee  includes any Employee  eligible to elect to have Salary  Deferral
     Contributions or Participant  Contributions withheld from his Compensation,
     whether or not such election is exercised.

          If  the  Committee   determines  that  a  Participant's   Matching  or
     Participant Contributions for any Plan Year would cause the Plan to fail to
     meet the  nondiscrimination  requirements of this subsection (D) or section
     401(m) of the Code and the  regulations  thereunder  (including  Regulation
     section  1-401(m)-2(b)),  then  the  Committee  (subject  to the  order  of
     priority  specified below in subparagraph (2)) shall take any or all of the
     following  preventive  measures  as,  in  its  sole  discretion,  it  deems
     necessary to avoid such discrimination:

          (1) From time to time reduce (or suspend,  if  necessary)  the rate of
     Matching  and/or  Participant  Contributions  for the remainder of the Plan
     Year of those  Participants  who are  Highly  Compensated  Employees  (such
     reduction  first to apply to the  highest  rates on a uniform  basis to all
     such  Participants  who are making or receiving the highest  percentages of
     Matching or Participant Contributions,  and so on, in descending order from
     the highest percentage); or

          (2) Excess Contributions (as defined herein) plus any income allocable
     thereto, first shall be forfeited,  if forfeitable,  or if not forfeitable,
     distributed  no  later  than the  last  day of the  Plan  Year  immediately
     following  the Plan Year in which such Excess  Contributions  were made, to
     those  Highly   Compensated   Employees  to  whose  accounts   Matching  or
<PAGE>

     Participant  Contributions  were  allocated for such Plan Year in which the
     excess occurred,  on the basis of the amount of Excess Contributions by, or
     on behalf of, each of such Employees. Such distributions must be designated
     by the Employer as a  distribution  of Excess  Contributions  and allocable
     income.  "Excess  Contributions" shall mean, with respect to any Plan Year,
     the aggregate amount of Matching and/or Participant  Contributions actually
     paid over to the Trust on behalf of Highly  Compensated  Employees for such
     Plan Year,  over the maximum amount of such  contributions  permitted under
     this subsection  (D),  determined by reducing  Matching and/or  Participant
     Contributions  made on behalf of Highly  Compensated  Employees in order of
     the actual contribution amounts beginning with the highest of such amounts.
     Excess Contributions shall be treated as Annual Additions under Section 7.2
     of the Plan. The extent to which a Participant's  Excess Contribution shall
     be  forfeitable   under  this  subparagraph  (2)  shall  be  determined  by
     multiplying  the total  amount of Matching  Contributions  comprising  such
     Excess Contribution by the Participant's  non-vested  percentage determined
     in accordance  with Section 4.3 of the Plan, if applicable.  Forfeitures of
     Excess Contributions shall be reallocated as provided in Section 8.2(B); or

          (3) Take such other  action as may be  permissible  under  regulations
     published under section 401(m) of the Code to avoid such discrimination.

     The Committee  shall  establish such rules and give such  directions to the
Trustee  as shall be  appropriate  to carry  out the  above  provisions  of this
section.  In any event,  the  following  special  rules shall be  applicable  in
administering the provisions of this subsection (D):

          (a) The  contribution  percentage for any  Participant who is a Highly
     Compensated  Employee  and who is  eligible to  participate  in two or more
     plans that are maintained by the Employer to which employee  contributions,
     matching  contributions,  or both, are made, shall be determined as if such
     contributions were made under a single plan.

          (b) In the event that the Plan satisfies the  requirements  of section
     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 section 410(b) of the
     Code only if aggregated  with this Plan, then this section shall be applied
     by determining the contribution  percentages of Participants as if all such
     plans were a single plan.

          (c) The income  allocable to Excess  Contributions is equal to the sum
     of the  allocable  gains  or loss  (i) for the  Plan  Year and (ii) for the
     period between the end of the Plan Year and the date of  distribution  (the
     "gap period") and shall include  unrealized  appreciation in assets held in
     the Trust  Fund.  The income  allocable  to Excess  Contributions  shall be
     determined by multiplying the income or loss allocable to the Participant's
     Matching and/or Participant  Contributions for the Plan Year by a fraction,
     the  numerator  of which  is the  Excess  Contributions  on  behalf  of the
     Participant for the preceding Plan Year and the denominator of which is the
     Participant's  total  account  balance   attributable  to  Matching

<PAGE>

     and/or  Participant  Contributions  on the last day of the  preceding  Plan
     Year,  reduced by gain allocable to such total amount for the Plan Year and
     increased by the loss allocable to such total amount for the Plan Year. The
     income  allocable  to  Excess  Contributions  for the gap  period  shall be
     determined  in accordance  with the Safe Harbor  Method  referred to in the
     Treasury regulations under section 401(m) of the Code.

          (d) The  determination  of Excess  Contributions  under  this  Section
     4.1(D) shall be made only after first  determining  the amount,  if any, of
     Excess Deferrals under Section 3.1(E) above.

4.2  LIMITATION ON USE OF "TWO TIMES" TEST.
     -------------------------------------

          (A) Limitation Described.  In no event may the sum of: (i) the average
     deferral percentages of Highly Compensated  Employees,  as determined under
     Section  3.1(E),  and (ii) the average  contribution  percentages of Highly
     Compensated  Employees,  as  determined  under Section  4.1(D),  exceed the
     "Aggregate Limit".

          (B) Aggregate Limit Defined. The "Aggregate Limit" is the greater of:
              ------------------------

               (1) The sum of:

                    (a) 1.25  times the  greater  of: (i) the  average  deferral
               percentage of Employees who are Non-highly  Compensated Employees
               as  determined   under  Section  3.1(E),   or  (ii)  the  Average
               Contribution   Percentage   of  Employees   who  are   Non-highly
               Compensated Employees as determined under Section 4.1(D), plus

                    (b) Two  percentage  points  plus the lesser of the  amounts
               described in clause  (1)(a)(i) and (1)(a)(ii)  above,  but not to
               exceed  200  percent of the lesser of the  amounts  described  in
               clause (1)(a)(i) and (1)(a)(ii) above; or

               (2) The sum of:

                    (a) 1.25  times the  lesser  of:  (i) the  average  deferral
               percentage of Employees who are Non-highly  Compensated Employees
               as  determined   under  Section  3.1(E),   or  (ii)  the  Average
               Contribution   Percentage   of  Employees   who  are   Non-highly
               Compensated Employees as determined under Section 4.1(D), plus

                    (b) Two  percentage  points  plus the greater of the amounts
               described in clause  (2)(a)(i) and (2)(a)(ii)  above,  but not to
               exceed 200  percent of the greater of the  amounts  described  in
               clause (2)(a)(i) and (2)(a)(ii) above.
<PAGE>

4.3  VESTING OF MATCHING AND PROFIT SHARING CONTRIBUTION ACCOUNTS
     ------------------------------------------------------------

     Except as hereinafter provided,  the vested interest of each Participant in
his Matching and Profit Sharing Contribution Accounts shall equal the excess, if
any, of:

          (a) the product of:

               (i) the  Participant's  vested  percentage  as  specified  in the
          schedule  below,  based  upon his number of Years of Service as of the
          date of termination of his service;

               multiplied by

               (ii) the sum of:

                    (aa) the net credit  balance in his Matching  and/or  Profit
               Sharing  Contribution  Accounts  as of his  Initial  Distribution
               Date; and

                    (bb) the "total debits  against the  Participant's  Matching
               and/or   Profit   Sharing   Contribution   Accounts   for   prior
               distributions" (as defined in Section 2.3(D) hereof), if any;

               over

          (b) the "total debits against the Participant's Matching and/or Profit
     Sharing  Contribution  Accounts  for prior  distributions"  (as  defined in
     Section 2.3(D) hereof), if any.

              Years of Service                   Percentage Vested
              ----------------                   -----------------
              Less than 3 years                            0%
                        3 years                           20%
                        4 years                           40%
                        5 years                           60%
                        6 years                           80%
                        7 years                          100%

     If the  Participant  previously  shall  have  made a  withdrawal  from  his
Matching and/or Profit Sharing Contribution  Accounts in accordance with Section
8.5,  the sum of such amounts  previously  withdrawn  by or  distributed  to the
Participant  shall,  for purposes of this Section,  be treated as part
<PAGE>

of  "total  debits  against   Participant's   Matching   and/or  Profit  Sharing
Contribution Accounts for prior distributions" as defined in Section 2.3(D).

4.4  VESTING ON DEATH, DISABILITY OR NORMAL RETIREMENT
     -------------------------------------------------

     Upon a  Participant's  death,  severance  of  employment  due to Total  and
Permanent  Disability,  or attainment of age 65, the full amount of his Matching
and Profit Sharing Contribution Accounts shall become vested and nonforfeitable.

4.5  VESTING IF PLAN TERMINATED OR EMPLOYER CONTRIBUTIONS DISCONTINUED
     -----------------------------------------------------------------

     Notwithstanding  any other  provisions  of this  Section  4, if the Plan is
terminated  or  Employer   contributions  to  the  Trust  Fund  are  permanently
discontinued,  the full amount of each Participant's Matching and Profit Sharing
Contribution Accounts shall become fully vested and nonforfeitable.  If the Plan
is  partially  terminated,  then the accounts of those  Participants  as to whom
partial termination occurred shall be fully vested and nonforfeitable.

4.6  CHANGE IN VESTING SCHEDULE
     --------------------------

     As to each Employee who had no less than 3 Years of Service on the date any
Plan amendment which directly or indirectly changes the vesting schedule becomes
effective,  such  Employee  may elect to have his  vesting  percentage  computed
without regard to such amendment.  Such election will be irrevocable and must be
made in writing to Employer not later than the latest of the following dates:

          (1) 60 days after the amendment is adopted;
          (2) 60 days after the effective date of the  amendment;

          (3) 60 days after the date the Employee is given written notice of the
     amendment by the Employer.

<PAGE>


                                    SECTION 5

                           INVESTMENT OF CONTRIBUTIONS
                           ---------------------------

5.1  INVESTMENT FUNDS
     ----------------

          (A) Investment  Funds.  The Trustee shall  establish  such  investment
              -----------------
     funds ("Investment Funds") as the Committee in its discretion shall direct.
     Initially,  the Trustee shall  establish a single  Investment  Fund. At the
     direction of the Committee,  the Trustee shall establish other funds.  Such
     other funds shall be  established  without  necessity  of amendment to this
     Plan or the Trust and shall have the  investment  objectives  prescribed by
     the Committee and consented to by the Trustee.

          (b) Investment by Directions of  Participants.  After such date as the
              -----------------------------------------
     Trustee establishes more than one Investment Fund, each Participant will be
     permitted to direct the investment of such of his accounts as the Committee
     shall determine, and the sub-accounts established thereunder, in accordance
     with this Section.  Investment elections may be made in accordance with the
     following procedures:

               (1)  Investment of  Contributions.  A Participant  may elect in a
          form   established   by  the  Committee   the   percentage  of  future
          contributions that will be made on his behalf to each Investment Fund.
          Such  election  shall be effective as of the  beginning of any payroll
          period following the Committee's receipt of proper authorization.

               (2) Investment of Existing  Account  Balances.  A Participant may
          elect in a form  established  by the Committee  the  percentage of his
          existing  accounts  which shall be invested in each  Investment  Fund.
          Such election shall be effective if administratively practicable as of
          the first Valuation Date following the  Committee's  receipt of proper
          authorization.

               (3) Conditions Applicable to Elections.  The Committee shall have
          complete  discretion  to modify the  procedures  including  applicable
          election   deadlines  and  the  frequency  for  making  and  modifying
          investment  elections  hereunder.  Any  such  changes  may be  made by
          resolution  of the Board of Directors,  or its  delegate,  without the
          necessity for any modification of this Plan document.


<PAGE>


                                    SECTION 6

                               INDIVIDUAL ACCOUNTS
                               -------------------

6.1  ESTABLISHING AND MAINTAINING PARTICIPANT'S ACCOUNTS
     ---------------------------------------------------

          (A) The Committee  shall cause to be  established  and  maintained for
     each Participant until his Initial  Distribution  Date, or until such later
     date as of which  distribution  of the value in such accounts is made, with
     respect to each  Employer (or group of Employers  with respect to which the
     Plan  represents  a single  plan) by which the  Participant  is or has been
     employed, three separate accounts, called the "Salary Deferral Contribution
     Account," the  "Matching  Contribution  Account,"  and the "Profit  Sharing
     Contribution Account".  These Accounts also may consist of such subaccounts
     as are  required  to reflect  the  Participant's  interest  in the  various
     Investment  Funds in accordance with his directions as specified in Section
     5 hereof.

          (B) In addition to the separate  accounts  described in Section 6.1(A)
     above,  the Committee shall cause to be established and maintained for each
     applicable  Participant  until his Initial  Distribution date or until such
     later date as of which  distribution  of the value in such account is made:
     (1) the Rollover  Contribution  Account described in Section 3.3 hereof and
     (2) the Participant  Contribution  Account described in Section 3.2 hereof.
     The additional Accounts created pursuant to this Section 6.1(B) may consist
     of such subaccounts as are required to reflect the  Participant's  interest
     in the  various  Investment  Funds in  accordance  with his  directions  as
     specified in Section 5 hereof.

          (C) Each such  account  and  subaccount  maintained  on behalf of each
     Participant  shall be  credited  or debited to the extent  required  by the
     provisions of the Plan.  All entries on such  individual  accounts shall be
     conclusive and binding upon all parties unless patently  erroneous.  Monies
     derived  from these  accounts  shall be held,  administered,  invested  and
     disbursed in accordance with the Plan and Trust Agreement.


<PAGE>


                                    SECTION 7

                                   ACCOUNTING
                                   ----------

7.1  VALUATION OF ACCOUNTS
     ---------------------

     As of each  Valuation  Date,  and as of such other  interim dates as may be
established by the Committee,  the Trustee shall determine the fair market value
of the Investment  Funds  established  under Section 5, and shall  determine the
gain or loss  experienced  by each such Fund  since  the  immediately  preceding
Valuation Date. Each  Participant's  account shall be credited with a percentage
of such  Participant's  gain  or  debited  with a  percentage  of  such  loss by
multiplying  the aggregate  gain or loss of the Fund by a fraction the numerator
of which for each Participant is the value of the Participant's  interest in the
Fund as of the Valuation Date in question  determined  before  allocation of any
earnings,  forfeitures and contributions,  and the denominator is the sum of the
numerator amounts for all Participants.  The Committee,  with the consent of the
Trustee,  may  establish  alternative  procedures  for  allocating on a fair and
consistent  basis,  earnings  and  losses of the Trust  Fund.  Such  alternative
procedures  may be contained  in a  resolution  of the Board of Directors of the
Employer without the necessity of amending this Plan document.

     The  value  of  each  Investment  Fund as of each  Valuation  Date  will be
determined  on the  basis  of the  fair  market  value  of the  assets  of  such
Investment Fund as appraised by the Trustee.

7.2  MAXIMUM ANNUAL ADDITION ON BEHALF OF ANY PARTICIPANT DURING ANY LIMITATION
     --------------------------------------------------------------------------
YEAR
----

          (A) The term  "annual  addition"  as used herein means the sum for any
     Limitation Year of:

               (1)   The   amount   of   the   Participant's   Salary   Deferral
          Contributions,  Employer's  Contributions  and  forfeitures,  if  any,
          allocated on his behalf for the Limitation Year;

<PAGE>

               (2) Any salary deferral contributions, employer contributions and
          forfeitures   allocated  on  his  behalf   under  all  other   Defined
          Contribution Plans of the Controlled Group Members; and

               (3) Any "after-tax" participant  contributions by the Participant
          for  such  Limitation  Year  under  the  Plan  and all  other  Defined
          Contributions Plans of the Controlled Group Members.

               (B) Any provisions herein to the contrary notwithstanding,  in no
          event shall the annual addition of a Participant during any Limitation
          Year exceed the maximum  limitation for Defined  Contribution Plans as
          specified in section  415(c) of the Code. In  determining  the maximum
          annual  addition  that may be allocated  on behalf of any  Participant
          during any Limitation Year, all Defined Contribution Plans, whether or
          not  terminated,  of all  Controlled  Members are to be treated as one
          Defined  Contribution  Plan.  The  proportion  of the  maximum  annual
          addition  applicable  to all such Defined  Contribution  Plans of such
          Controlled   Group  Members  during  any  Limitation   Year  shall  be
          determined on a pro rata basis depending upon the amount of the annual
          addition that would have  otherwise been allocated on his behalf under
          each such Defined Contribution Plan during such Limitation Year if the
          restriction  of this  Section  7.2 did not  apply.  The term  "IRC 415
          Compensation"  shall have the  meaning  assigned in section 415 of the
          Code and regulations  issued with respect thereto.  Such  compensation
          shall include (i) earned income  (including earned income from sources
          outside the United States,  as defined in section 911(b) of said Code,
          whether or not  excludable  from gross  income  under  section  911 or
          deductible under section 913 of said Code), wages, salaries,  fees for
          professional   services,  and  other  amounts  received  for  personal
          services  actually  rendered  in the  course  of  employment  with the
          employer  (including,  but not limited to,  commissions paid salesmen,
          compensation  for  services on the basis of a  percentage  of profits,
          commissions  on insurance  premiums,  tips and bonuses),  (ii) amounts
          described in sections  104(a)(3),  105(a) and 105(h) of the Code,  but
          only to the extent  that these  amounts  are  includable  in the gross
          income of the Participant,  (iii) amounts  described in section 105(d)
          of the Code,  whether or not these  amounts  are  excludable  from the
          gross income of the Participant  under that section of said Code, (iv)
          amounts  paid  or  reimbursed  by the  employer  for  moving  expenses
          incurred by the Participant, but only to the extent that these amounts
          are not deductible by the  Participant  under section 217 of the Code,
          (v)  the  value  of  a  nonqualified   stock  option  granted  to  the
          Participant by the employer,  but only to the extent that the value of
          the stock option is includable in the gross income of the  Participant
          for the taxable year in which granted,  (vi) the amount  includable in
          the gross income of the Participant upon making the election described
          in section  83(b) of the Code and (vii) any  amounts  received  by the
          Participant  pursuant  to an unfunded  non-qualified  plan in the year
          such amounts are  includable  in the gross income of the  Participant.
          Such compensation shall exclude (i) contributions by the employer to a
          plan  of  deferred   compensation   which  are  not  included  in  the
          Participant's  gross income for the taxable year in which contributed,
          (ii) contributions by the employer under a simplified employee pension
          plan  to  the  extent  such   contributions   are  deductible  by  the
<PAGE>

          Participant,   (iii)  any   distribution   from  a  plan  of  deferred
          compensation that is qualified pursuant to section 401(a) of the Code,
          (iv)  amounts  realized  from the  exercise  of a  nonqualified  stock
          option,  (v) amounts realized when restricted stock (or property) held
          by the employee  either  becomes freely  transferable  or is no longer
          subject to a substantial  risk of  forfeiture,  (vi) amounts  realized
          from the sale, exchange or other disposition of stock acquired under a
          qualified stock option, (vii) other amounts which received special tax
          benefits and (viii) contributions made by the employer (whether or not
          under a salary reduction agreement) towards the purchase of an annuity
          described  in section  403(b) of the Code  (whether or not the amounts
          are actually  excludable  from the gross  income of the  Participant).
          Effective  January  1,  1998,  the term "IRC 415  Compensation"  shall
          include  (i)  any  elective  deferral  (as  defined  in  Code  section
          402(g)(3)),  and (ii) any amount which is  contributed  or deferred by
          Employer at the election of a Participant  and which is not includable
          in gross income by reason of Code sections 125 or 457. Notwithstanding
          the foregoing,  the annual Compensation of each Participant under this
          Section 7.2 shall not exceed  $200,000 or such other  amount as may be
          specified  by the  Secretary  of the  Treasury  pursuant to his duties
          under section401(a)(17) of the Code.

                    Maximum  Annual  Addition  Due to  Restrictions  of  section
                    ------------------------------------------------------------
               415(c)  of  the  Code:  The  total  annual  addition  (the  total
               ---------------------
               applicable  to  all  such  Defined   Contribution  Plans  of  the
               Controlled  Group  Members) which may be allocated on behalf of a
               Participant during any Limitation Year shall not exceed an amount
               equal to the lesser of:

                         (a)  $30,000 or, if  greater,  one-fourth  (1/4) of the
                    defined  benefit  dollar  limitation  set  forth in  section
                    415(b)(1)(A)  of the Code as in effect as of the last day of
                    such Limitation Year; or

                         (b) An amount equal to 25% of the IRC 415  Compensation
                    which the  Participant  received from the  Controlled  Group
                    Members during such Limitation Year.

          (C) The above  limitations  are intended to comply with the provisions
     of section 415 of the Code so that the maximum  benefits  provided by plans
     of the  Controlled  Group  Members  shall be exactly  equal to the  maximum
     amounts  allowed under section 415 of the Code and the  regulations  issued
     thereunder  which are hereby  incorporated  by  reference.  If there is any
     discrepancy  between the  provisions of this Section 7.2 and the provisions
     of section  415 of the Code and the  regulations  issued  thereunder,  such
     discrepancy  shall be resolved so as to give full effect to the  provisions
     of section 415 of said Code.

          (D) In the event  that the  Participant's  annual  addition  under the
     Defined  Contribution  Plans for any  Limitation  Year is  restricted  as a
     result of the above provisions of this section,  that portion or all of the
     annual  addition  allocable  to the  Participant  under  the  Plan for such
     Limitation  Year  which is  required  to reduce  the  amount of the  annual
     addition  to the amount  permitted  under  Section  7.2(B)  above  shall be
     eliminated by:
<PAGE>

               (1) First, his Salary Deferral Contributions and/or Participant's
          Contributions, including any gains attributable thereto, to the extent
          that the return would  reduce the amount by which the annual  addition
          exceeds such limits, shall be returned to the Participant; and

               (2) Second, by holding  unallocated in a special account,  called
          the "Unallocated  Limitation  Account" to the extent  necessary,  that
          portion or all of the Participant's  allocable share of the Employer's
          Matching  and/or Profit Sharing  Contributions  for the Plan Year, for
          subsequent  allocation with such Contributions for the next succeeding
          Plan Year (or, if necessary,  Plan Years). The Unallocated  Limitation
          Account  shall not be adjusted for gains or losses as of any Valuation
          Date.

     Provided, however, that the provisions of this subparagraph (D) shall apply
     only to the extent such annual  addition has not been reduced to the amount
     permitted  under  Section  7.2(B)  above  by  first  applying  any  similar
     provisions  for  reducing  such  excess  annual  additions  under any other
     Defined  Contribution  Plans of the Controlling  Group Members in which the
     Participant also is an active participant.

7.3  ALLOCATION AND CREDITING OF EMPLOYER'S CONTRIBUTIONS
     ----------------------------------------------------

          (A) As of the last day of March, June,  September and December of each
     Plan Year, after making the debits or credits to the Participants' accounts
     required  by  Section  7.1  above,  the  sum  of the  Employer's  "Matching
     Contribution,"  if any,  (as  defined in  Section  4.1(B)  hereof)  for the
     current quarter shall,  subject to the maximum limitations on contributions
     described in Section 4.1(D) and the  limitations  of Section 7.2 above,  be
     allocated  and  credited  to the  Matching  Contribution  Accounts of those
     Participants  in the Plan who are  entitled to share in the  allocation  in
     accordance with Section  7.3(C)(1) below.  Matching  Contributions,  to the
     extent made, will be allocated to each  Participant in the following order:
     (i) on a  dollar-for-dollar  basis up to the first $600 of Salary  Deferral
     Contributions  made in such Plan Year, and then (ii) with respect to Salary
     Deferral  Contributions  exceeding $600 in such Plan Year (but amounting to
     no more than 3% of the Participant's Compensation in such Plan Year while a
     Participant),  on a 50(cent) per dollar basis. Allocations within tiers (i)
     and (ii) above (if, for example,  Employer's Matching  Contribution for the
     Plan Year is not  sufficient  to allocate a 100% match to all  Participants
     within (i)) shall be on a pro rata basis based on relative  Salary Deferral
     Contributions considered within the tier involved. All matching allocations
     within tier (i) will be made before any allocations are provided under tier
     (ii).  Additionally,  only Salary Deferral Contributions made during a year
     for  which  the  Participant  is  entitled  to share in the  allocation  of
     Matching  Contributions  under  Section  7.3(C)(1)  shall be  considered in
     allocating any Matching Contributions for such Plan Year.

          (B) As of the last Accounting Date of each Plan Year, after making the
     debits or credits to the  Participants'  accounts  required  by Section 7.1
     above, the sum of the Employer's "Profit Sharing Contribution," if any, (as
     defined in Section 4.1(B) hereof) for the current
<PAGE>

     Plan Year  shall,  subject  to the  maximum  limitations  on  contributions
     described  in Section 7.2 above,  be  allocated  and credited to the Profit
     Sharing  Contribution  Accounts of those  Participants  in the Plan who are
     entitled to share in the  allocation in accordance  with Section  7.3(C)(2)
     below.

          Profit Sharing  Contributions,  if any, shall be allocated as follows:
     there  shall  first  be  allocated  from  the  Employer's   Profit  Sharing
     Contribution,  to the extent of such  contribution,  an amount equal to the
     Integration  Rate  of  the  total   Compensation  plus  the  total  "excess
     compensation"  received by all Participants entitled to share in the Profit
     Sharing Contribution for such Plan Year. The "excess compensation" received
     by each Participant for such Plan Year means the excess amount of his total
     Compensation  for such year while a  Participant  under the Plan,  over the
     "Integration  Level".  Such  total  amount,  as  computed  above,  shall be
     allocated  and  credited  to the Profit  Sharing  Contribution  Account (or
     Distribution  Account)  of  each  Participant  entitled  to  share  in such
     contribution  for such year in the same proportion that such  Participant's
     Compensation plus Excess Compensation, as defined above, for the Plan Year,
     bears  to  the  total   Compensation   plus  Excess   Compensation  of  all
     Participants for such Plan Year.

          The  entire  amount  of the  Employer's  Profit  Sharing  Contribution
     remaining, if any, for such Plan Year after all allocations required by the
     preceding  paragraph  have been made shall be allocated and credited to the
     Profit  Sharing  Contribution  Account  (or  Distribution  Account) of each
     Participant entitled to share in such contribution for the Plan Year in the
     same  proportion  that such  Participant's  Compensation  for the Plan Year
     while  a  Participant   bears  to  the  total   Compensation  of  all  such
     Participants for such year while Participants under the Plan.

          Notwithstanding the above, for each Plan Year, a Participant's  Excess
     Contribution  Percentage shall not exceed the Base Contribution  Percentage
     by more than the lesser of:

               (a) The Participant's Base Contribution Percentage; or

               (b) The Integration Rate.

          The term "Excess  Contribution  Percentage"  means the  percentage  of
     Compensation  which is  contributed  by the  Employer  under  the Plan with
     respect to that portion of each Participant's Compensation in excess of the
     Integration Level. Also, the term "Base Contribution  Percentage" means the
     percentage of Compensation  contributed by the Employer under the Plan with
     respect to that portion of each Participant's Compensation not in excess of
     the Integration Level.

          (C) (1)  Those  Participants  who  are in the  active  service  of the
     Employer  on the last day of the  quarter or who are not in active  service
     because of termination  of service  during the quarter due to death,  Total
     and  Permanent  Disability,  or  retirement  on or after  age
<PAGE>

     65, shall be entitled to share in the Employer's Matching Contributions, if
     any, for such quarter.

            (2) Those Participants who both (i) are in the active service of the
     Employer  on the last  Accounting  Date of the Plan Year (or who are not in
     active  service  because of  termination of service during the current Plan
     Year due to death,  Total and  Permanent  Disability,  or  retirement on or
     after age 65) and (ii) have  completed  1,000 Hours of Service  during such
     Plan Year,  shall be entitled  to share in the  Employer's  Profit  Sharing
     Contributions, if any, for such Plan Year.

<PAGE>


                                    SECTION 8

                                  DISTRIBUTIONS
                                  -------------

8.1  INITIAL DISTRIBUTION DATE
     -------------------------

          (A) If a Participant's  service is terminated for one of the following
     reasons,  his Initial Distribution Date shall be as of the Anniversary Date
     coincident  with or next  following his date of  termination of service and
     distribution  of his accounts  shall be made,  subject to the provisions of
     Section  8.3(A)  below,  as soon  after  such  date as is  administratively
     practicable:

               (1) Total and Permanent Disability;

               (2) death; or

               (3) retirement or termination after having attained age 65.

          (B) The Initial  Distribution  Date of any other  Participant shall be
     the date of termination of his service and  distribution of his interest in
     his accounts  shall be made,  subject to the  provisions of Section  8.3(A)
     below, as soon after such date as is administratively practicable.

          (C)   Notwithstanding   any  other  provision   herein,   the  Initial
     Distribution  Date of a Participant  shall not be later than the end of the
     plan Year in which he retires or attains  age 70-1/2,  whichever  is later,
     and the disbursement of his Distribution  Account shall be made or begun by
     April 1 of the following calendar year; provided, however, that the Initial
     Distribution  Date of a  Participant  who is a 5% owner (as defined in Code
     section  416(i)(l))  shall  not be later  than the end of the Plan  Year in
     which he attains  age  70-1/2,  and the  disbursement  of his  Distribution
     Account shall be made or begun by April 1 of the following  calendar  year.
     If any Participant under this subsection (C) continues in service after his
     Initial Distribution Date, he shall be treated in the same manner as though
     he had retired and had been reemployed on his Initial Distribution Date and
     had elected to continue to receive  distributions of his account during his
     period of reemployment.

8.2  ESTABLISHMENT OF DISTRIBUTION ACCOUNT
     -------------------------------------

          (A) As of each  Participant's  Initial  Distribution  Date,  an amount
     equal to the vested  interest of the net credit  balance in his Accounts to
     which he is entitled as of such date shall be  determined  and  transferred
     and credited to his  Distribution  Account to be  distributed in accordance
     with the provisions of Section 8.3 below.

<PAGE>

          (B) The nonvested  interest,  if any, in a Participant's  Matching and
     Profit Sharing Contribution  Accounts to which he is not entitled as of his
     Initial  Distribution  Date because his vested percentage is less than 100%
     shall be held in a separate  account on behalf of the  Participant,  called
     the "Suspended Matching and/or Profit Sharing  Contribution  Account",  and
     shall be subject to  adjustments as of each  following  Valuation  Date, as
     specified in Section 7.1 hereof,  pending the Participant having incurred a
     Break in Service. If the Participant is reemployed by the Employer prior to
     having incurred a Break in Service,  the balance  credited to his Suspended
     Matching  and/or  Profit  Sharing  Contribution  Account  as of his date of
     reemployment  shall  be  restored  to a  new  Matching  or  Profit  Sharing
     Contribution  Account  on his  behalf  as of such date of  reemployment  as
     provided in Section  2.3(D)  hereof.  If the  Participant is not reemployed
     prior  to  having  incurred  a Break in  Service,  the  amount  held in his
     Suspended  Matching  and/or Profit Sharing  Contribution  Account as of the
     date on which he  incurred  a Break in service  shall be removed  from such
     account as of such date and  included  in the  "Amount  Forfeited"  for the
     current Plan Year. Such Amount Forfeited shall first be applied to make the
     restorations to the accounts of reemployed  Participants during the current
     Plan Year as required under Section  2.3(D)  hereof.  If there is an excess
     Amount Forfeited, such excess shall be allocated as follows:

               (1)  forfeitures  from Matching  Contribution  Accounts  shall be
          allocated  as of the last  Accounting  Date of each Plan Year to those
          Participants who made Salary Deferral  Contributions  during such year
          and who meet the  requirements  of Section  7.3(C)(1) as of the end of
          such year, pro rata according to their relative  Compensation for such
          year while a Participant; and

               (2) forfeitures from Profit Sharing  Contribution  Accounts shall
          be allocated as of the last  Accounting  Date of each Plan Year in the
          manner and to those Participants described in Section 7.3(B).

     Forfeitures of Matching  Contributions  described in Section  3.1(E)(2) and
     4.1(D)(2)  shall be  allocated  as  provided in (1) above.  Disposition  of
     forfeitures  described  in the  previous  sentence  shall occur  before the
     disposition of forfeitures above.

8.3  METHOD OF DISTRIBUTION
     ----------------------

          (A) On or after each  Participant's  Initial  Distribution Date, after
     all  adjustments  to his accounts  required as of that date shall have been
     made,  distribution  of his vested  interest,  if any, as determined  under
     Section 4.3 above shall be made,  subject to the provisions  below, as soon
     after such Initial  Distribution Date as administratively  feasible,  to or
     for the benefit of the  Participant,  or, in the event of his death  either
     before, at or after his Initial Distribution Date, to or for the benefit of
     his  Beneficiary,  by any of  the  following  methods,  as  elected  by the
     Participant,  or, if the Participant is not then living,  as elected by his
     Beneficiary,   provided,   however,  that:  (1)  any  distribution  to  the
     Participant  that commences  prior to his attainment of the age of 65 years
     shall require written consent of the Participant within 90 days of the date
     of any such  distribution  if his vested  interest in his
<PAGE>

     accounts exceeds $5,000;  and (2) any distribution  shall commence no later
     than 60 days after the end of the Plan Year  following the later of (a) the
     65th  anniversary  of the  Participant's  date of  birth or (b) the date of
     termination  of  his  service,   unless  the  Participant  elects  a  later
     distribution  date (which shall not extend  beyond April 1st  following the
     calendar  year in which he attains  age  70-1/2 or  retires,  whichever  is
     later; provided, however, that for 5% owners distributions must commence no
     later than April 1st following  the calendar year in which the  Participant
     attains age 70-1/2):

               (1) by  payment  in  cash  or in  kind  (other  than  an  annuity
          contract) of a single-sum amount; or

               (2) by payment in a series of cash installments, in equal amounts
          or otherwise, spread over a fixed period of years.

     Provided, a Participant shall receive an immediate lump sum distribution of
     the vested  portion of his Accounts,  if such vested  amounts do not exceed
     $5,000.

          (B)  Notwithstanding  any  other  provision  of  this  section  to the
     contrary,  any  form of  distribution  that  is  initially  payable  to the
     Participant  must provide that the entire interest of the Participant  will
     be expected to be distributed to the Participant and his Beneficiaries over
     one or a combination of the following periods:

               (1) the life of the Participant;

               (2) The lives of the Participant and his 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 life and last
          survivor expectancy of the Participant and his designated Beneficiary.

          (C) Any  distribution  to the  Participant  under  Item (2) of Section
     8.3(A)  above shall in all events  provide  that the  present  value of the
     payments to be made to the Participant  exceeds 50% of the present value of
     the payments to be made to the Participant and his designated  Beneficiary.
     The  amount  to be  distributed  each  year  shall  be  determined  no more
     frequently than annually based on the Participant's  life expectancy or the
     joint  life  and  last  survivor  expectancy  of the  Participant  and  his
     designated Beneficiary;  provided,  however, any such redetermination shall
     not take into  consideration  the change in life  expectancy of a nonspouse
     Beneficiary.

          (D)  Notwithstanding  any Plan  provision  to the  contrary,  all Plan
     distributions  shall comply with the  requirements of section  401(a)(9) of
     the  Code  and  the   regulations   thereunder,   including  Reg.   section
     1.401(a)(9)-2.  Except to the extent  otherwise  permissible  under section
     401(a)(9)
<PAGE>

     of the Code and regulations  issued pursuant  thereto,  the distribution of
     any benefit which is not initially payable to the Participant must:

               (1)  commence  not  later  than  April  1st of the  Participant's
          taxable year  immediately  following  (i) the taxable year in which he
          would attain the age of 70-1/2 years or (ii) the taxable year in which
          his service was terminated,  whichever is later; provided, however, if
          the Beneficiary is not the  Participant's  spouse,  distribution  must
          commence  not later than one year after the date of the  Participant's
          death or, if the  Participant's  surviving  spouse was his Beneficiary
          and such surviving  spouse dies prior to the  commencement  of benefit
          payments, distribution must commence not later than one year after the
          date of such surviving spouse's death; and

               (2) be  expected  to  distribute  the  benefit  for a period  not
          extending beyond one or a combination of the following periods:

                    (i) the life of his Beneficiary; or

                    (ii)  a  period  certain  not  extending   beyond  the  life
               expectancy of the Beneficiary;

          provided, however, if the Participant has no designated Beneficiary or
          if the designated  Beneficiary  is not a living  person,  such benefit
          must be distributed in its entirety to the  Beneficiary not later than
          the fifth  anniversary of the date of (i) the  Participant's  death or
          (ii) the death of the  Participant's  spouse,  whichever  death is the
          later to occur; and provided further, however, any amount payable to a
          child of the  Participant  shall be treated  for the  purposes of this
          Section  8.3(D) as if it had been payable to the  surviving  spouse of
          the  Participant  if such  amount  that is  payable  to the child will
          become  payable to such  surviving  spouse upon such child's  reaching
          majority  (or upon  the  occurrence  of such  other  designated  event
          permitted under  regulations  issued with respect to section 401(a)(9)
          of the Code).

          (E)  If  distribution  is  made  in  accordance  with  the  method  of
     distribution  in Item (2) of Section 8.3(A) above and  distribution  is not
     completed on or before the Valuation Date next following the  Participant's
     Initial Distribution Date, the Distribution Account shall continue to share
     in subsequent  allocations  of gains or losses in  accordance  with Section
     7.1;  provided,  however,  upon written request of the  Participant,  or if
     applicable,  his  Beneficiary,  the  Committee  shall direct the Trustee to
     segregate  the  funds  credited  to his  Distribution  Account  immediately
     following such  Valuation Date and deposit the same in an  interest-bearing
     savings  account which shall be a part of the Trust Fund,  and any interest
     thereon  shall be credited to such  Participant's  Distribution  Account at
     least  annually.  Notwithstanding  any  other  provision  of  the  Plan,  a
     Participant's  Distribution Account which has been segregated in accordance
     with the  provisions of this section shall not be included for the purposes
     of Section 7.1 hereof and shall not be subject to the adjustments specified
     in such sections on each following  Valuation Date;  provided,  however, if
     the  Participant is
<PAGE>

     subsequently  reemployed and distributions  from such account are suspended
     as provided in Section 2.3  hereof,  the funds  credited to his  segregated
     Distribution  Account  shall be merged back with the general  assets in the
     Trust Fund as of the next following  Valuation Date and thereafter  subject
     to the adjustments specified in Section 7.1 hereof.

8.4  SPOUSAL CONSENT REQUIREMENT AND WAIVER
     --------------------------------------

     Any provisions herein to the contrary  withstanding,  if the consent of the
spouse of the  Participant  is  required  under the  provisions  hereof  for any
specified action that is required hereunder, such consent must be in writing and
witnessed by a Plan representative or a notary public;  provided,  however, that
such spousal  consent for any such specified  action that is required  hereunder
shall, unless otherwise required by the Committee, be waived for the purposes of
the Plan if:

          (1) the spouse has previously  consented to such  specified  action in
     accordance with the provisions  above and such previous consent (a) permits
     changes with respect to such specified  action  without any  requirement of
     further  consent  by such  spouse and (b)  acknowledges  the effect of such
     consent by the spouse; or

          (2) it is established to the  satisfaction  of the Committee that such
     consent may not be obtained because there is no spouse,  because the spouse
     cannot be located or because of such other  circumstances  as the Secretary
     of the Treasury or his delegate may prescribe by regulations as reasons for
     waiving the spousal consent requirement.

8.5  WITHDRAWALS WHILE STILL EMPLOYED
     --------------------------------

     A Participant  may, after  attaining age 70-1/2 and while still employed by
the  Employer,  make a withdrawal  of all or any part of his accounts  under the
Plan.

     A Participant  may, before attaining age 70-1/2 and while still employed by
the Employer,  make a withdrawal of all or any part of those accounts  described
below, subject to the following restrictions:

          (1)  Withdrawals may be made as soon as  administratively  practicable
     after  filing  proper  authorization,  and/or  such  other  dates as may be
     established by the Committee,  after all adjustments  have been made to the
     accounts as described in Section 7.1 hereof.
<PAGE>

          (2) All  withdrawals  are subject to the  Participant  having  filed a
     written application with the Committee.

          (3) All  withdrawals  shall be in the form of a lump-sum  cash payment
     and the amounts withdrawn shall be debited from the Participant's  accounts
     as of the date the payment is made.

          (4) Except as provided  below,  a Participant  may withdraw all or any
     portion of (i) his Salary Deferral  Contribution  Account,  (ii) the vested
     portion of his Matching or Profit  Sharing  Contribution  Accounts or (iii)
     his  Rollover  Contribution  Account,  only in the event that he  furnishes
     satisfactory evidence to the Committee that the withdrawal is on account of
     "hardship".  For  this  purpose,  a  distribution  shall be on  account  of
     hardship  only if it both (i) is made on account of an immediate  and heavy
     financial  need of the  Participant  and (ii) is  necessary to satisfy such
     financial  need. For the  determination  of hardship,  the Committee  shall
     adhere to the following rules:

               (a) A  distribution  will be deemed to be made on  account  of an
          immediate  and  heavy   financial  need  of  the  Participant  if  the
          distribution is on account of:

                    (i) Medical expenses described in section 213(d) of the Code
               incurred  by the  Participant,  the  Participant's  spouse or any
               dependents of the  Participant  (as defined in section 152 of the
               Code) or  necessary  for such  persons  to  obtain  medical  care
               described in section 213(d) of the Code;

                    (ii) Purchase  (excluding  mortgage payments) of a principal
               residence for the Participant;

                    (iii)  Payment of tuition and related  educational  fees for
               the  next  12  months  of   post-secondary   education   for  the
               Participant, his or her spouse, children or dependents; or

                    (iv) The need to prevent  the  eviction  of the  Participant
               from his principal  residence or  foreclosure  on the mortgage of
               the Participant's principal residence.

               (b) A  distribution  will be deemed to be necessary to satisfy an
          immediate  and heavy  financial  need of a  Participant  if all of the
          following requirements are satisfied:

                    (i) The  distribution  is not in excess of the amount of the
               immediate and heavy financial need of the  Participant  which may
               include any amounts necessary to pay any federal, state, or local
               income taxes or penalties  reasonably  anticipated to result from
               the distribution;
<PAGE>

                    (ii) The Participant has obtained all  distributions,  other
               than hardship distributions,  and all non-taxable loans currently
               available under all plans maintained by the Employer;

                    (iii) The Participant's Salary Deferral  Contributions under
               Section 3.1 of the Plan shall be suspended for twelve (12) months
               after the Participant's receipt of the hardship distribution; and

                    (iv) The  Participant's  maximum annual deferral  determined
               under ssection  402(g) of the Code and Section 3.1(A) of the Plan
               for the  Participant's  calendar year  immediately  following the
               taxable year of the hardship distribution shall be reduced by the
               amount of such  Participant's  Salary Deferral  Contributions for
               the taxable year of the hardship distribution.

               Provided,  however,  that the  provisions of (b)(ii) - (iv) shall
          not apply if the  Participant's  withdrawal  under this Section 8.5(4)
          does not  include  any  portion  of his Salary  Deferral  Contribution
          Account.

               Notwithstanding  the above language of this paragraph (4) of this
          Section 8.5,  income  allocable  to a  Participant's  Salary  Deferral
          Contribution  Account  may not be  withdrawn  pursuant  to a  hardship
          withdrawal.

          (5)  A  Participant   may  withdraw,   as  soon  as   administratively
     practicable  after  filing  proper  authorization,  all or any  part of the
     optional  contributions  previously  made by him in accordance with Section
     3.2 hereof (but not to exceed the net credit  balance in his  Participant's
     Contribution  Account at the time of  withdrawal).  A Participant  may not,
     however,  withdraw the  proportionate  share of net interest and gains,  if
     any, previously credited to his Participant's  Contribution  Account.  Said
     interest and gains will not be forfeited but will not be distributed  until
     the Participant's  Initial  Distribution  Date. A Participant who withdraws
     all or any part of his optional  contributions  will be  considered to have
     suspended  further  optional  contributions  to the Plan as of the date the
     withdrawal of his optional contributions is deemed effective, and he cannot
     again make optional  contributions  to the Plan until at least one year has
     elapsed following the date of such withdrawal.

          (6) The Committee  shall establish such rules and give such directions
     to the Trustee as shall be  appropriate  to  effectuate  the  withdrawal in
     accordance with the terms hereof.

8.6  ELIGIBLE ROLLOVER DISTRIBUTIONS
     -------------------------------
<PAGE>

     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  paid  directly  to an  eligible
retirement plan specified by the distributee in a direct rollover.

          (a) Eligible Rollover Distribution.  An eligible rollover distribution
              ------------------------------
     is any  distribution  of all or any portion of the balance to the credit of
     the distributee,  except that an eligible  rollover  distribution  does not
     include:  any distribution  that is one of a series of substantially  equal
     periodic payments (not less frequently than annually) made for the life (or
     life  expectancy)  of the  distributee  or the joint  lives (or joint  life
     expectancies)   of  the  distributee  and  the   distributee's   designated
     beneficiary,  or  for  a  specified  period  of  ten  years  or  more;  any
     distribution  to the extent such  distribution  is required  under  section
     401(a)(9)  of the Code;  and the  portion of any  distribution  that is not
     includable in gross income (determined  without regard to the exclusion for
     net unrealized appreciation with respect to employer securities).

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


<PAGE>


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

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

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

               (i) the  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

               (ii) the Participant,  after receiving the notice,  affirmatively
          elects a distribution.
<PAGE>


                                    SECTION 9

               SPECIAL PROVISIONS APPLICABLE IF PLAN IS TOP-HEAVY
               --------------------------------------------------

9.1  APPLICABILITY OF TOP-HEAVY PLAN PROVISIONS
     ------------------------------------------

     The  provisions  of this  Section  9 shall  apply  if the  Plan  becomes  a
"top-heavy  plan" within the meaning of sections 416(g) of the Code with respect
to any Plan Year that begins after December 31, 1983.

9.2  DETERMINATION OF PLAN YEARS IN WHICH PLAN IS TOP-HEAVY
     ------------------------------------------------------

          (A) The Plan shall be "top-heavy"  with respect to an applicable  Plan
     Year if:

               (1) either (a) any Participant, former Participant or Beneficiary
          is a "Key Employee" (as defined in Section 9.2(B) herein),  or (b) the
          Plan enables any other plan which is included in the Aggregation Group
          (as defined below) and which has a Participant  who is a Key Employee,
          to meet the  requirements of section  401(a)(4) or section 410 of said
          Code; and

               (2) the ratio  (determined in accordance with section 416 of said
          Code) as of the last day of the preceding Plan Year or, in the case of
          the first Plan  Year,  the last day of such first Plan Year (such day,
          whether applicable to the first Plan Year or to subsequent Plan Years,
          is  hereinafter  referred to in this  Section 9 as the  "Determination
          Date") of:

                    (a) the  aggregate  of the  individual  accounts  of all Key
               Employees under all Defined  Contribution  Plans included in such
               Aggregation Group; to

                    (b) a similar sum  determined for all  Participants,  former
               Participants  and  Beneficiaries - excluding any Participants and
               former Participants (or their  Beneficiaries) who have not at any
               time during the five-year period ending on the Determination Date
               performed  services for any employer  maintaining a plan included
               in the Aggregation  Group,  under all Defined  Contribution Plans
               included in such Aggregation Group;

               is greater than 60%.

<PAGE>


          (B) For the purposes of this Section 9, the following terms shall have
     the following meanings:

               (1) "Aggregation Group". Aggregation Group means:
                    -----------------

                    (a) "Required Aggregation":
                         --------------------

                         (i) each plan of the  Employer in which a Key  Employee
                    is  a  participant   (in  the  Plan  Year   containing   the
                    Determination Date or any of the four preceding Plan Years),
                    and

                         (ii) each other plan of the Employer  which enables any
                    plan described in subclause (i) to meet the  requirements of
                    section 401(a)(4) or section 410 of the Code; or

                    (b) "Permissive Aggregation": any other plan not required to
                         ----------------------
               be aggregated may be included by the Employer if such group would
               continue to meet the  requirements of sections  401(a)(4) and 410
               with such plan being taken into account.

                    (c) In determining the Aggregation  Group,  plans terminated
               within the five-year period ending on the Determination Date also
               shall be taken into consideration.

               (2) "Key  Employee"  means an  Employee,  former  Employee or the
                    -------------
          beneficiary  of either who, at any time during the Plan Year or any of
          the four preceding Plan Years, is:

                    (a) an officer of the Employer having an annual compensation
               greater  than  50%  of  the  amount  in  effect   under   section
               415(b)(1)(A) for any Plan Year;

                    (b) one of the 10 Employees having annual  compensation from
               the Employer of more than the  limitation in effect under section
               415(c)(1)(A)  of the Code and  owning  (or  considered  as owning
               within the meaning of section  318) the largest  interests in the
               Employer;

                    (c) a 5-percent owner of the Employer;

                    (d) a  1-percent  owner of the  Employer  having  an  annual
               compensation from the Employer of more than $150,000.

               For  purposes of clause (a),  no more than 50  Employees  (or, if
               lesser, the greater of 3 or 10 percent of the Employees) shall be
               treated as  officers.  For
<PAGE>

               purposes of clause (b), if 2 Employees  have the same interest in
               the Employer,  the Employee  having greater  annual  compensation
               from the Employer shall be treated as having a larger interest.

               (3) "Percentage Owners":
                    -----------------

                    (a) 5-Percent Owner. -- For purposes of this paragraph,  the
               term "5-percent owner" means --

                         (i) If the  Employer is a  corporation,  any person who
                    owns (or is  considered  as owning  within  the  meaning  of
                    section  318  of  the  Code)  more  than  5  percent  of the
                    outstanding  stock of the  corporation  or stock  possessing
                    more than 5 percent of the total  combined  voting  power of
                    all stock of the corporation, or

                         (ii) If the Employer is not a  corporation,  any person
                    who owns more  than 5  percent  of the  capital  or  profits
                    interest in the Employer.

                    (b) 1-Percent Owner. -- For purposes of this paragraph,  the
               term "1-percent owner" means any person who would be described in
               clause (a) if "1 percent" were  substituted  for "5 percent" each
               place it appears in clause (a).

                    (c)  Constructive   Ownership  Rules.  --  For  purposes  of
               subparagraphs (3)(a) and (b)--

                         (i) subparagraph  (C) of section  318(a)(2) of the Code
                    shall  be  applied  by  substituting  "5  percent"  for  "50
                    percent," and

                         (ii)  In  the  case  of  any  Employer  which  is not a
                    corporation,  ownership in such employer shall be determined
                    in accordance with  regulations  prescribed by the Secretary
                    which shall be based on principles similar to the principles
                    of section 318 of the Code (as modified by subclause (I)).

                    (d) Aggregation Rules for Determining Ownership in Employer.
               -- For purposes of this  paragraph  (3), the rules of subsections
               (b),  (c) and (m) of section  414 of the Code shall not apply for
               purposes of determining ownership in the Employer.

                    (e)  Compensation.  -- For purposes of this subsection,  the
               term  "compensation"  has the meaning  given such term by section
               414(q)(7) of the Code.
<PAGE>

               (4) "Non-Key  Employee" means any Employee or former Employee who
                    -----------------
          is not a Key Employee.

          (C)  Unless  required  otherwise  under  section  416 of the  Code and
     regulations   issued   thereunder,   the  value  of  a  Participant's   (or
     Beneficiary')  individual  account  under the Plan as of the  Determination
     Date shall be equal to the sum of:

               (a) the net credit balance in his individual  accounts (exclusive
          of any amounts  credited to his Rollover  Contribution  Account unless
          such  amounts  are  required to be  included  for  purposes of section
          416(g)(4) of the Code) as of the last Accounting Date; plus

               (b)   any   contributions    (other   than   unrelated   Rollover
          Contributions)  actually  made  after such  Accounting  Date but on or
          prior to the  Determination  Date or, in the case of the Determination
          Date applicable to the first Plan Year, any  contributions  made after
          the  Determination  Date that are  allocated  as of a date within such
          first Plan Year; plus

               (c) the aggregate  distributions  (exclusive of any distributions
          from  his  Rollover  Contribution  Account  unless  such  amounts  are
          required to be included for purposes of section 416(g)(4) of the Code)
          made  on  his  behalf  during  the  five-year  period  ending  on  the
          Determination Date.

     Provided,  however,  that if any  individual is a "Non-Key  Employee"  with
     respect  to the Plan  for any Plan  Year,  but  such  individual  was a Key
     Employee  with  respect the Plan for any prior Plan Year,  such  employee's
     accounts under the Plan' shall not be taken into account.  Furthermore, for
     purposes of determining  the value of a  Participant's  (or  beneficiary's)
     account  under the Plan,  such amount shall be  increased by the  aggregate
     distributions  made with respect to such Employee under the Plan during the
     five-year period ending on the Determination Date, including  distributions
     under a terminated plan which if it had not been terminated would have been
     required to be included in an aggregation group.

          (D) The aggregate of the  individual  accounts under the other Defined
     Contribution  Plans included in such Aggregation  Group shall be determined
     separately  for each such plan in  accordance  with section 416 of the Code
     and regulations issued with respect thereto as of the "determination  date"
     that is  applicable  to each such  separate  plan and that falls within the
     same  calendar  year that the  Determination  Date  applicable  to the Plan
     falls.


9.3  MINIMUM VESTING FOR TOP-HEAVY PLAN YEAR
     ---------------------------------------

     During any Plan Year in which the Plan is top-heavy,  the vesting  schedule
applicable to Matching and/or Profit Sharing Contribution Accounts shall be:
<PAGE>

         Years of Service                   Percentage Vested
         ----------------                   -----------------

         Less than 2 Years                            0%
             2 Years                                 20%
             3 Years                                 40%
             4 Years                                 60%
             5 Years                                 80%
             6 Years                                100%


9.4  MINIMUM CONTRIBUTIONS FOR TOP-HEAVY PLAN YEAR
     ---------------------------------------------

          (A) The Employer's  Contributions and forfeitures during any Plan Year
     in which  the Plan is  top-heavy  on behalf  of a  Participant  to whom the
     provisions  of this Section 9.4 are  applicable,  shall not be less than an
     amount equal to the excess,  if any, of (1) the lesser of (i) 3% of his IRC
     415  Compensation  (as defined in Section  7.2(B)  above) from the Employer
     during  the  Plan  Year  and  (ii)  the  highest   percentage  of  IRC  415
     Compensation  (as defined in Section 7.2(B) above) which is allocated under
     the  Plan to a Key  Employee  for such  Plan  Year;  over (2) any  employer
     contributions  and  forfeitures  allocated on his behalf under the Plan for
     such  Plan  Year  plus  any  allocations  of  employer   contributions  and
     forfeitures  allocated on his behalf under all other  Defined  Contribution
     Plans included in the Aggregation Group for such Plan Year.

          (B) The provisions of this Section 9.4 shall apply to all Participants
     who are in the active service of the Employer on the last  Accounting  Date
     of the Plan Year and who are not Key Employees.


<PAGE>


                                   SECTION 10

                 MISCELLANEOUS PROVISIONS REGARDING PARTICIPANTS
                 -----------------------------------------------

10.1 PARTICIPANTS TO FURNISH REQUIRED INFORMATION
     --------------------------------------------

          (A) Each Participant and his Beneficiary will furnish to the Committee
     such  information  as the  Committee  considers  necessary or desirable for
     purposes  of  administering  the  Plan,  and  the  provisions  of the  Plan
     respecting any payments  thereunder are conditional upon the  Participant's
     or  Beneficiary's   furnishing   promptly  such  true,  full  and  complete
     information as the Committee may request.

          (B) Each Participant will submit proof of his age and proof of the age
     of each Beneficiary  designated or selected by him to the Committee at such
     time as is required by the Committee.  The Committee will, if such proof of
     age is not submitted as required,  use as conclusive evidence thereof, such
     information as is deemed by him to be reliable, regardless of the source of
     such information. Any adjustment required by reason of lack of proof or the
     misstatement of the age of persons entitled to benefits  hereunder,  by the
     Participant  or otherwise,  will be in such manner as the  Committee  deems
     equitable.

          (C) Any notice or  information  which,  according  to the terms of the
     Plan or the rules of the Committee, must be filed with the Committee, shall
     be  deemed  so  filed  at the  time  that it is  actually  received  by the
     Committee.

          (D) The Employer, the Committee, and any person or persons involved in
     the  administration  of the  Plan  shall  be  entitled  to  rely  upon  any
     certification,  statement,  or representation made or evidence furnished by
     an Employee,  Participant or Beneficiary  with respect to this age or other
     facts  required to be determined  under any of the  provisions of the Plan,
     and shall not be liable on  account  of the  payment  of any  monies or the
     doing  of  any  act  or  failure  to  act in  reliance  thereon.  Any  such
     certification, statement, representation, or evidence, upon being duly made
     or  furnished,  shall be  conclusively  binding upon the person  furnishing
     same; but it shall not be binding upon the Employer, the Committee,  or any
     other person or persons  involved in the  administration  of the Plan,  and
     nothing herein  contained shall be construed to prevent any of such parties
     from  contesting  any such  certification,  statement,  representation,  or
     evidence or to relieve the Employee, Participant, Beneficiary from the duty
     of submitting satisfactory proof of any such fact.

<PAGE>


10.2 BENEFICIARIES
     -------------

     Each Participant may, on a form provided for that purpose, signed and filed
with the  Committee,  designate a  Beneficiary  to receive the benefit,  if any,
which  may be  payable  under  the  Plan in the  event  of his  death,  and each
designation  may be revoked by such  Participant  by signing and filing with the
Committee a new designation of Beneficiary  form. If a deceased  Participant who
had a spouse at the date of his death either  failed to designate a  Beneficiary
in the manner above prescribed or if his designated Beneficiary predeceases him,
he shall be deemed  to have  designated  his  spouse  as his  Beneficiary.  If a
deceased  Participant  is  survived by a spouse and he had  designated  a person
other than his spouse as his  Beneficiary  and such spouse has not  consented in
accordance with the provisions of Section 8.4 hereof, to such other person being
designated as the Beneficiary,  the Participant  shall be deemed to have revoked
his prior  designation  and to have  designated his spouse as his Beneficiary to
receive the death benefit.  If a deceased  Participant who did not have a spouse
at the date of his death either failed to name a Beneficiary in the manner above
prescribed or if his  Beneficiary  predeceases  him, the death benefit,  if any,
which may be payable  under the Plan with respect to such  deceased  Participant
shall be paid, in the  discretion of the Committee but subject to the provisions
of Section 8.4 hereof if the spouse of such deceased  Participant  is surviving,
either to:

          (a) any one or more of the persons  comprising the group consisting of
     the Participant's spouse, the Participant's descendants,  the Participant's
     parents or the Participant's heirs-at-law, and the Committee may direct the
     payment  of  the  entire  benefit  to  any  member  of  such  group  or the
     apportionment  of such benefit among any two or more of them in such shares
     as the Committee, in its sole discretion, shall determine; or

<PAGE>

          (b) the estate of such deceased Participant;

or in the  event the  Committee  does not so direct  any of such  payments,  the
Committee may elect to have a court of applicable jurisdiction determine to whom
a payment or payments shall be paid. Any payment made to any person  pursuant to
the power and discretion  conferred upon the Committee by the provisions of this
Section 10.2 shall operate as a complete  discharge of all obligations under the
Plan with  respect  to such  deceased  Participant  and shall not be  subject to
review by anyone but shall be final,  binding and conclusive on all persons ever
interested hereunder.

10.3 CONTINGENT BENEFICIARIES
     ------------------------

     In the event of the death of a Beneficiary who survives the Participant and
in the event that, at the  Beneficiary's  death,  there is a balance credited to
the individual account (or accounts) of the Participant,  the amount represented
by such credit  balance shall be payable to a person (or persons)  designated by
the  Participant  (in the manner  provided in Section 10.2 above) to receive the
remaining funds payable in the event of such contingency or, if no person was so
named, then to a person designated by the Beneficiary (in the manner provided in
Section 10.2 above) of the deceased  Participant to receive the remaining  death
benefits, if any, payable in the event of such contingency,  or if no person was
so named, then to a person designated by the Beneficiary (in the manner provided
in Section  10.2 above) of the  deceased  Participant  to receive the  remaining
death  benefits,  if any,  payable in the event of such  contingency;  provided,
however,  that if no person so designated be living upon the  occurrence of such
contingency,  then the remaining funds shall be payable in the discretion of the
Committee, either to:

          (a) all or any one or more persons  comprising the group consisting of
     the  Participant's  spouse,  the  Beneficiary's  spouse,  the Participant's
     descendants,  the Beneficiary's descendants, the Participant's parents, the
     Beneficiary's parents, the Participant's  heirs-at-law or the Beneficiary's
     heirs-at-law,  and the  Committee  may  direct  the  payment  of the entire
<PAGE>

     benefit to any member of such group or the  apportionment  of such  benefit
     among any two or more of them in such shares as the Committee,  in its sole
     discretion, shall determine; or

          (b) the estate of such deceased Beneficiary;

or in the  event the  Committee  does not so direct  any of such  payments,  the
Committee may elect to have a court of applicable jurisdiction determine to whom
a payment or payments shall be paid. Any payments made to any person pursuant to
the power and discretion  conferred upon the Committee by the provisions of this
Section 10.3 shall operate as a complete  discharge of all obligations under the
Plan with  respect  to such  deceased  Beneficiary  and shall not be  subject to
review by anyone but shall be final,  binding and conclusive on all persons ever
interested hereunder.

10.4 PARTICIPANTS' RIGHTS IN TRUST FUND
     ----------------------------------

     No  Participant or other person shall have any interest in or any right in,
to or under the Trust Fund, or any part of the assets thereof,  except as and to
the extent expressly provided in the Plan.

10.5 BENEFITS NOT ASSIGNABLE
     -----------------------

          (A) Subject to the  provisions of Sections  10.5(B) and (C) below,  no
     benefits,  rights or accounts  shall exist under the Plan which are subject
     in any manner to voluntary or involuntary anticipation,  alienation,  sale,
     transfer,  assignment, pledge, encumbrance or charge the same shall be null
     and void; nor shall any such benefit, right or account under the Plan be in
     any manner  liable for or  subject  to the debts,  contracts,  liabilities,
     engagements,  torts or other  obligations  of the person  entitled  to such
     benefit,  right or account;  nor shall any benefit,  right or account under
     the Plan  constitute an asset in case of the  bankruptcy,  receivership  or
     divorce of any person entitled under the Plan; and any such benefit,  right
     or account under the Plan shall be payable only directly to the Participant
     or Beneficiary, as the case may be.

          (B) Where a "qualified domestic relations order" as defined in section
     414(p)  of the Code has been  received  by the  Committee,  the  terms  and
     benefits of the Plan will be  considered to have been modified with respect
     to the affected  Participant to the extent such order requires  benefits to
     be paid to specified individuals other than the Participant.

          (C) A  Participant's  benefits  under the Plan  shall be  reduced if a
     court order or  requirement  to pay the Plan arises from: (1) a judgment of
     conviction for a crime involving the Plan; (2) a civil judgment (or consent
     order or  decree)  that is  entered  by a court  in an
<PAGE>

     action brought in connection with a breach (or alleged breach) of fiduciary
     duty  under  ERISA;  or (3) a  settlement  agreement  entered  into  by the
     Participant  and  either  the  Secretary  of Labor or the  Pension  Benefit
     Guaranty  Corporation  in connection  with a breach of fiduciary duty under
     ERISA by a fiduciary or any other person. The court order, judgment, decree
     or settlement  agreement must specifically  require that all or part of the
     amount the  Participant  is required to pay the Plan be offset  against the
     Participant's Plan benefits. This Plan Section 10.5(C) shall be interpreted
     under and subject to the  requirements of Code sections  401(a)(13)(C)  and
     (D).

10.6 BENEFITS PAYABLE TO MINORS AND INCOMPETENTS
     -------------------------------------------

          (A) Whenever any person entitled to payments under the Plan shall be a
     minor or under  other  legal  disability  or in the  sole  judgment  of the
     Committee  shall otherwise be unable to apply such payments to his own best
     interest  and  advantage  (as in the case of  illness,  whether  mental  or
     physical  or where the  person  not  under  legal  disability  is unable to
     preserve his estate for his own best  interest),  the  Committee may in the
     exercise of its discretion direct all or any portion of such payments to be
     made in any one or more of the following  ways unless claim shall have been
     made  therefore  by  an  existing  and  duly  appointed  guardian,   tutor,
     conservator,  committee or other duly appointed  legal  representative,  in
     which event payment shall be made to such representative:

               (1) directly to such person unless such person shall be an infant
          or shall have been legally adjudicated  incompetent at the time of the
          payment;

               (2) to the spouse,  child,  parent or other blood  relative to be
          expended  on  behalf  of the  person  entitled  or on  behalf of those
          dependents as to whom the person entitled has the duty of support; or

               (3) to a recognized  charity or  governmental  institution  to be
          expended for the benefit of the person  entitled or for the benefit of
          those  dependents  as to whom  the  person  entitled  has the  duty of
          support.

          (B) The decision of the  Committee  will,  in each case,  be final and
     binding upon all persons and the  Committee  shall not be obliged to see to
     the proper  application or expenditure of any payments so made. Any payment
     made  pursuant  to the power  herein  conferred  upon the  Committee  shall
     operate as a complete discharge of the obligation of the Trustee and of the
     Committee.

10.7 CONDITIONS OF EMPLOYMENT NOT AFFECTED BY PLAN
     ---------------------------------------------

     The  establishment  and  maintenance  of the Plan will not be  construed as
conferring  any legal rights upon any  Participant  to the  continuation  of his
employment with the Employer,  nor will the Plan interfere with the right of the
Employer to discipline,  lay off or discharge any Participant.  The
<PAGE>

adoption  and  maintenance  of the plan  shall  not be deemed  to  constitute  a
contract  between the  Employer  and any  Employee or to be  consideration  for,
inducement to, or condition of employment of any person.

10.8 NOTIFICATION OF MAILING ADDRESS
     -------------------------------

          (A) Each  Participant and other person entitled to benefits  hereunder
     shall  file with the  Committee  from time to time,  in  writing,  his post
     office  address  and each  change  of post  office  address,  and any check
     representing  payment  hereunder  and  any  communication  addressed  to  a
     Participant  or a Beneficiary  hereunder at his last address filed with the
     Committee (or, if no such address has been filed,  then at his last address
     as  indicated  on the  records  of the  Employer)  shall be binding on such
     person for all  purposes of the Plan,  and neither  the  Committee  nor the
     Trustee  shall be obliged to search for or  ascertain  the  location of any
     such person.

          (B) If the  Committee,  for any  reason,  is in  doubt  as to  whether
     payments  are being  received  by the person  entitled  thereto,  it may by
     registered mail addressed to the person concerned at his address last known
     to the Committee,  notify such person that all unmailed and future payments
     shall be henceforth  withheld until he provides the Committee with evidence
     of his continued  life and his proper  mailing  address or his  Beneficiary
     provides the Committee  with  evidence of his death.  In the event that (i)
     such notification is mailed to such person and his designated  Beneficiary,
     (ii)  the  Committee  is not  furnished  with  evidence  of  such  person's
     continued  life and proper  mailing  address or with evidence of his death,
     all payments  shall be withheld until a claim is  subsequently  made by any
     such person to whom payment is due under the provisions of the Plan.

<PAGE>

10.9 LOST PAYEE
     ----------

     In the event the Administrator is unable,  within three years after payment
of a benefit is due to a Participant or Beneficiary to make such payment because
it cannot  ascertain  the  whereabouts  of the  Participant  or the identity and
whereabouts of his Beneficiary or personal representative by mailing to the last
known address shown on the Administrator's records, and neither the Participant,
his  Beneficiary  or personal  representative  has made written  claim  therefor
before  the  expiration  of  such  three  years,  then,  and in such  case,  the
Administrator  shall  direct that such amount  shall be  forfeited in the manner
provided for forfeited Profit Sharing  Contribution  Accounts in Section 8.2(B);
provided,  however, that such amount shall be reinstated if and in the event the
said  Participant  or his  Beneficiary or personal  representative  shall make a
valid claim therefor upon presentation of proper identification.

10.10 WRITTEN COMMUNICATIONS REQUIRED
      -------------------------------

     Any notice,  request,  instruction,  or other  communication to be given or
made  hereunder  shall be in writing  and  either  personally  delivered  to the
addressee  or  deposited  in the United  State mail fully  postpaid and properly
addressed  to such  addressee  at the  last  address  for  notice  shown  on the
Committee's records.

10.11 BENEFITS PAYABLE AT OFFICE OF TRUSTEE
      -------------------------------------

     All benefits hereunder,  and installments thereof,  shall be payable at the
office of the Trustee.

10.12 APPEAL TO COMMITTEE
      -------------------

          (A) A  Participant  or  Beneficiary  who feels he is being  denied any
     benefit or right provided under the Plan must file a written claim with the
     Committee.  All such claims shall be  submitted  on a form  provided by the
     Committee  which shall be signed by the  claimant  and shall be  considered
     filed on the date the claim is received by the Committee.

          (B) Upon the receipt of such a claim and in the event claim is denied,
     the  Committee  shall,  within a reasonable  period of time  (generally  90
     days),  provide such claimant a written  statement which shall be delivered
     or mailed to the claimant by certified or registered mail to his last known
     address, which statement shall contain the following:

               (1) the specific reason or reasons for the denial of benefits;
<PAGE>

               (2) a specific reference to the pertinent  provisions of the Plan
          upon which the denial is based;

               (3) a description of any additional material or information which
          is necessary; and

               (4)  an  explanation  of the  review  procedure  provided  below;
          provided,  however, in the event that special circumstances require an
          extension  of time for  processing  the  claim,  the  Committee  shall
          provide such claimant with such written statement  described above not
          later than 180 days after  receipt of the  claimant's  claim,  but, in
          such event,  the Committee shall furnish the claimant,  within 90 days
          after its receipt of such claim, written notification of the extension
          explaining  the  circumstances  requiring  such extension and the date
          that it is anticipated that such written statement will be furnished.

          (C) Within 90 days after  receipt of a notice of a denial of  benefits
     as provided  above,  the  claimant  or his  authorized  representative  may
     request,  in writing,  to appear  before the  Committee for a review of his
     claim.  In conducting its review,  the Committee shall consider any written
     statement or other  evidence  presented  by the claimant or his  authorized
     representative  in  support  of his  claim.  The  Committee  shall give the
     claimant  and  his  authorized  representative  reasonable  access  to  all
     pertinent documents necessary for the preparation of his claim.

          (D)  Within  60 days  after  receipt  by the  Committee  of a  written
     application  for  review of his  claim,  the  Committee  shall  notify  the
     claimant of its decision by delivery or by certified or registered  mail to
     his  last  known  address;  provided,  however,  in the  event  of  special
     circumstances  which  require  an  extension  of time for  processing  such
     application,  the  Committee  shall notify the claimant of its decision not
     later than 120 days after receipt of such  application,  but in such event,
     the Committee shall furnish the claimant,  within 60 days after its receipt
     of such application,  written  notification of the extension explaining the
     circumstances  requiring such extension and the date that it is anticipated
     that its decision will be furnished. The decision of the Committee shall be
     in  writing  and  shall  include  the  specific  reasons  for the  decision
     presented in a manner calculated to be understood by the claimant and shall
     contain  references to all relevant  Plan  provisions on which the decision
     was based. The decision of the Committee shall be final and conclusive.

<PAGE>


                                   SECTION 11

                 MISCELLANEOUS PROVISIONS REGARDING THE EMPLOYER
                 -----------------------------------------------

11.1  EMPLOYER'S CONTRIBUTION IRREVOCABLE
      -----------------------------------

     The Employer shall have no right, title or interest in the Trust Fund or in
any  part  thereof,  and no  contributions  made  thereto  shall  revert  to the
Employer,  except  as  provided  in  Paragraph  2 of  Article  III of the  Trust
Agreement.

11.2  ABSENCE OF RESPONSIBILITY
      -------------------------

     Subject to any applicable  provisions of law,  neither the Employer nor any
of the officers,  employees, agents nor any members of its board of directors or
other  governing  board nor any partner or sole  proprietor,  guarantees  in any
manner the payment of benefits hereunder.

11.3  AMENDMENT OF PLAN
      -----------------

          (A) The Plan may be amended from time to time in any respect  whatever
     by  resolution  of the board of  directors of the Company  specifying  such
     amendment, subject only to the following limitations:

               (1) Under no condition  shall such amendment  result in or permit
          the  return or  repayment  to any  Employer  of any  property  held or
          acquired by the Trustee hereunder or the proceeds thereof or result in
          or permit the  distribution  of any such  property  for the benefit of
          anyone other than the Participants and their Beneficiaries,  except to
          the extend provided by Section 11.6 hereof with respect to expenses of
          administration.

               (2) Under no condition shall such amendment  change the duties or
          responsibilities of the Trustee hereunder without its written consent.

          (B) Subject to the  foregoing  limitations,  any amendment may be made
     retroactively  which,  in the  judgment of the  Committee,  is necessary or
     advisable  provided  that such  retroactive  amendment  does not  deprive a
     Participant,  without his consent, of a right to receive benefits hereunder
     which have  already  vested and  matured in such  Participant,  except such
     modification  or amendment as shall be necessary to comply with any laws or
     regulations  of the  United  States  or of any state to  qualify  this as a
     tax-exempt plan and trust.
<PAGE>

          (C) The  participation in the Plan of Employers other than the Company
     shall not limit the power of the Company  under the  foregoing  provisions;
     provided,  however, that the Company shall deliver a copy of each amendment
     to the Plan to each other Employer  within 30 days of such  amendment.  The
     provisions of the Plan and any  amendments to the Plan by the Company shall
     be binding upon all other Employers unless such other Employer modifies the
     provisions  of the Plan as it pertains  only to its own  Employees,  by the
     adoption  of a  supplement  to the Plan  with the  consent  of the Board of
     Directors  of the  Company  and  through  formal  action on its part in the
     manner  described in Section 11.7 hereof;  and each Employer shall have the
     right to withdraw  from the Plan with the consent of the Board of Directors
     of the  Company  and  through  formal  action  on its  part  in the  manner
     described in Section  11.7  hereof.  Any such  withdrawing  Employer  shall
     furnish the Committee and the Trustee with evidence of the formal action of
     its  determination  to withdraw and with a written  request to the Board of
     Directors of the Company for consent to the withdrawal.

          (D)  Any  withdrawal  by  an  Employer  may  be  accompanied  by  such
     modifications  to the Plan as such Employer,  with the consent of the Board
     of  Directors  of the  Company,  shall  deem  proper to  continue a Defined
     Contribution Plan or a Defined Benefit Plan for its employees  separate and
     distinct  from the Defined  Contribution  Plan set forth  herein.  With the
     consent of the Board of  Directors of the  Company,  a withdrawal  from the
     Plan by an Employer may  constitute a termination  of the Plan with respect
     to that Employer.
          In the event the  withdrawal  does not constitute a termination of the
     Plan with  respect to the  withdrawing  Employer  under the  provisions  of
     Section  11.4,  the  portion of the Plan  attributable  to the  withdrawing
     Employer  shall be frozen as of the date of withdrawal  in accordance  with
     the following  rules: (1) No further  contributions  will be made under the
     frozen  portion  of the Plan on or  after  the  date of  withdrawal  to any
     Participant  attributable to the withdrawing Employer. (2) All Participants
     attributable to the withdrawing Employer who are "affected employees" under
     Code  ss.411(d)(3)  shall be fully  vested  in their  Matching  and  Profit
     Sharing Contribution  Accounts on the date of withdrawal.  (3) The benefits
     of all  Participants  attributable  to the  withdrawing  Employer  shall be
     distributable  only at such times and upon such events as are  specified in
     Section 8 of the Plan.

          The  withdrawal  from the Plan by any  Employer  shall not  affect the
     continued operation of the Plan with respect to the other Employers.

          (E) Any  Supplement  to the Plan  adopted by an Employer or  Employers
     with the consent of the Board of Directors of the Company  shall only apply
     to the Employees of the Employer or Employers  adopting such Supplement and
     shall not affect the  continued  operation  of the Plan with respect to any
     other Employers.

11.4 TERMINATION OF PLAN
     -------------------

          (A) The Plan may be  terminated  by the Employers at any time with the
     consent of the Board of  Directors  of the Company by (1) formal  action in
     the manner  described in
<PAGE>

     Section 11.7 hereof on the part of each  Employer  then a party to the Plan
     specifying (a) that the portion of the Plan  attributable  to that Employer
     is being  terminated and (b) the date as of which the  termination is to be
     effective  and  (2)  notifying  the  Committee  and  the  Trustee  of  such
     termination.  Any  successor  business  to  an  Employer  may  provide  for
     continuation  of the  Plan by  formal  action  on its  part  in the  manner
     described in Section 11.7 hereof.  The Plan may be terminated in the manner
     described  above with respect to one,  but less than all, of the  Employers
     only with the consent of the Board of Directors  of the Company.  Following
     any such  consent the Plan shall  continue  for the  remaining  Employer or
     Employers.  The  Plan  shall  automatically  terminate  as to a  particular
     Employer only upon  adjudication by a court of competent  jurisdiction that
     such  Employer  is bankrupt  or  insolvent  (whether  such  proceedings  be
     voluntary or involuntary), upon dissolution or liquidation of such Employer
     resulting in a discontinuation of its business activity.

          (B) Upon  termination of the Plan in accordance with the provisions of
     Section 11.4(A) above, the Committee shall determine the share of the value
     of the assets of the trust fund which is  attributable to each Employer (or
     group of Employers) with respect to which the Plan represents a single plan
     as  described in Section 2.4 hereof.  The  Committee  shall then  determine
     whether  distribution  on  behalf  of the  Participants  and  Beneficiaries
     entitled to  benefits  under the Plan shall be by payment (1) in cash or in
     kind, or (2) by the  maintenance of another or  substituted  trust fund. As
     soon as practicable  after receipt by the Employer of notification from the
     Internal Revenue Service  evidencing its approval of the termination of the
     Plan and the  proposed  distribution  of assets,  and after  payment of all
     expenses and costs,  the Committee  shall direct the Trustee to distribute,
     in the manner of distribution  determined by the Participant or Beneficiary
     in  accordance  with  Section 8.3 hereof,  the amount then  standing to the
     credit of the account of each applicable Participant or Beneficiary.

11.5 MERGER OF PLAN
     --------------

     In the  case of the  merger  of  consolidation  of the  Plan  with,  or the
transfer of assets of liabilities to, another  qualified plan, each  Participant
must be entitled to receive a benefit,  upon termination of such other qualified
plan after such merger,  consolidation  or transfer,  which is at least equal to
the benefit which he would have been entitled to receive  immediately before the
merger, consolidation or transfer if the Plan had been terminated at that time.

11.6 EXPENSES OF ADMINISTRATION
     --------------------------

     The  Employer  may pay  all  expenses  incurred  in the  establishment  and
administration of the Plan,  including expenses and fees of the Trustee,  but it
shall  not be  obligated  to do so,  and any  such  expenses  not so paid by the
Employer shall be paid from the Trust Fund.

11.7 FORMAL ACTION BY EMPLOYER
     -------------------------
<PAGE>

     Any formal action  herein  permitted or required to be taken by an Employer
shall be:

          (a) if and when a partnership,  by written instrument  executed by one
     or more of its  general  partners  or by written  instrument  executed by a
     person or group of persons who has been  authorized  by written  instrument
     executed by one or more general  partners as having  authority to take such
     action;

          (b) if and when a proprietorship,  by written  instrument  executed by
     the  proprietor or by written  instrument  executed by a person or group of
     persons  who has been  authorized  by written  instrument  executed  by the
     proprietor as having authority to take such action;

          (c) if and when a corporation, by resolution of its board of directors
     or other governing board, or by written instrument  executed by a person or
     group of persons  who has been  authorized  by  resolution  of its board of
     directors or other governing board as having authority to take such action;
     or

          (d) if and when a joint  venture,  by formal action on the part of the
     joint ventures in the manner described above.

<PAGE>

                                   SECTION 12

                                 ADMINISTRATION
                                 --------------

12.1 ADMINISTRATION BY COMMITTEE
     ---------------------------

     The  Plan  will be  administered  by an  administrative  committee  (herein
referred to as the  "Committee"),  consisting of (a) a chairman and at least one
additional member or (b) a single individual,  each of whom will be appointed by
formal action on the part of the Company in the manner described in Section 11.7
hereof.  Each member may,  but need not,  be a  director,  proprietor,  partner,
officer or Employee of any Employer,  and each such member shall be appointed by
formal action on the part of the Company in the manner described in Section 11.7
hereof to serve until his  successor  shall be  appointed  in like  manner.  Any
member of the Committee may resign by delivering his written  resignation to the
Company and to the other members, if any, of the Committee.  The Company may, by
formal action on its part in the manner described in Section 11.7 hereof, remove
any member of the  Committee  by so  notifying  the  member and other  Committee
members,  if any,  in writing.  Vacancies  on the  Committee  shall be filled by
formal action on the part of the Company in the manner described in Section 11.7
hereof. The Committee shall be the administrator of the Plan.

12.2 OFFICERS AND EMPLOYEES OF THE COMMITTEE
     ---------------------------------------

     The Committee may appoint a secretary who may, but need not, be a member of
the Committee  and may employ such agents,  clerical and other  services,  legal
counsel,  accountants  and  actuaries  as may be  required  for the  purpose  of
administering  the Plan.  Any person or firm so employed may be a person or firm
then,  therefore  or  thereafter  serving  the  Employer  in any  capacity.  The
Committee and any individual member of the Committee and any agent thereof shall
be fully  protected  when  acting in a prudent  manner and relying in good faith
upon the advice of the following  professional  consultants or advisors employed
by the  Employer or the  Committee:  any attorney  insofar as legal  matters are
concerned,  any certified public  accountant  insofar as accounting  matters are
concerned, and any enrolled actuary insofar as actuarial matters are concerned.
<PAGE>

12.3 ACTION BY COMMITTEE
     -------------------

          (A) A majority  of the members of the  Committee  shall  constitute  a
     quorum for the  transaction  of  business  and shall have full power to act
     hereunder.  The  Committee may act either at a meeting at which a quorum is
     present or by a writing subscribed by at least a majority of the members of
     the Committee then serving.  Any written memorandum signed by the secretary
     or any member of the Committee who has been  authorized to act on behalf of
     the Committee  shall have the same force and effect as a formal  resolution
     adopted in open  meeting.  Minutes of all meetings of the  Committee  and a
     record of any action taken by the  Committee  shall be kept in written form
     by the  secretary  appointed by the  Committee or, if no secretary has been
     appointed by the Committee,  by an individual member of the Committee.  The
     Committee shall give to the Trustee any order, direction, consent or advice
     required under the terms of the Trust  Agreement,  and the Trustee shall be
     entitled  to rely  on any  instrument  delivered  to it and  signed  by the
     secretary  or any  authorized  member of the  Committee as  evidencing  the
     action of the Committee.

          (B) A member of the  Committee  may not vote or decide upon any matter
     relating  solely to  himself  or vote in any case in which  his  individual
     right or claim to any benefit under the Plan is particularly  involved. If,
     in any case in which any Committee  member is so  disqualified  to act, the
     remaining members cannot agree or if there is only one individual member of
     the  Committee,  the  board of  directors  of the  Company  will  appoint a
     temporary  substitute  member to exercise  all of the powers of a qualified
     member  concerning  the  matter  in which  the  disqualified  member is not
     qualified to act.

12.4 RULES AND REGULATIONS OF COMMITTEE
     ----------------------------------

     The Committee  shall have the authority to make such rules and  regulations
and to take such action as may be necessary to carry out the  provisions  of the
Plan and will,  subject to the  provisions  of the Plan,  decide  any  questions
arising in the administration, interpretation and application of the Plan, which
decisions  shall be  conclusive  and binding on all parties.  The  Committee may
allocate or delegate any part of its authority and duties as it deems expedient.

12.5 POWERS OF COMMITTEE
     -------------------

          (A) In order to  effectuate  the purposes of the Plan,  the  Committee
     shall have the following powers:

               (1) to make all  determinations  and computations  concerning the
          benefits,  credits  and  debits  to which  any  Participant,  or other
          Beneficiary, is entitled under the Plan;

               (2) to determine all  questions  relating to the  eligibility  of
          employees  to  become  Participants  and to  determine  the  amount of
          Compensation of each Participant;
<PAGE>

               (3) to determine  all  questions  relating to  acceptance  of any
          Rollover Contributions to the Plan;

               (4) to make rules and regulations for the  administration  of the
          Plan which are not inconsistent  with the terms and provisions  hereof
          and to fix the taxable  year of the Trust as  required  for tax return
          purposes and advise the Trustee thereof in writing;

               (5) to construe the Plan and to make  equitable  adjustments  for
          any mistakes or errors made in the administration of the Plan;

               (6) to determine and resolve in its sole discretion all questions
          relating  to the  administration  of  the  Plan  and  Trust  (a)  when
          differences  of opinion  arise between the  Employer,  the Trustee,  a
          Participant, or any of them and (b) whenever it is deemed advisable to
          determine   such  questions  in  order  to  promote  the  uniform  and
          nondiscriminatory  administration of the Plan for the greatest benefit
          of all parties concerned;

               (7) to  authorize  and direct  the  Trustee to pay from the Trust
          Fund  all  costs  and  expenses  incurred  by  the  Committee  in  the
          administration of the Plan;

               (8) to determine whether a Participant is Totally and Permanently
          Disabled,  and for this purpose it shall require proof in such form as
          it may desire, including the certificate of a duly licensed physician;
          and

               (9) to  appoint,  in  its  discretion,  in  accordance  with  the
          provisions of the Trust Agreement,  one or more Investment Managers to
          manage,  including  the power to  acquire  or  dispose  of, all or any
          portion of the assets of the Plan and Trust Fund.

               (B) The  foregoing  list of express  powers is not intended to be
          either complete or conclusive,  and the Committee  shall, in addition,
          have such powers as it may  reasonably  determine  to be  necessary or
          appropriate  in the  performance  of its powers  and duties  under the
          Plan.

12.6 DUTIES OF COMMITTEE
     -------------------

          (A) The Committee  shall, as part of its general duty to supervise and
     administer the Plan:

               (1)  establish  and  maintain,  or  cause to be  maintained,  the
          individual  accounts  described  in Section  6.1 hereof and direct the
          maintenance of such other records and the preparation of such forms as
          are required for the efficient administration of the Plan;

               (2) give the Trustee specific  directions in writing with respect
          to:
<PAGE>

                    (a) the Investment Fund elections of the Participants;

                    (b) the making of distribution payments, giving the names of
               the  payees,  the  amounts  to be paid and the time or times when
               payments shall be made; and

                    (c) the making of any other  payments  which the  Trustee is
               not by the  terms  of the  Trust  Agreement  authorized  to  make
               without a direction in writing by the Committee.

               (3) prepare an annual report for the Employer, as of the last day
          of each Plan Year, in such form as may be required by the Employer;

               (4)  maintain  records of the age and amount of  Compensation  of
          each Employee;

               (5) comply with all  applicable  lawful  reporting and disclosure
          requirements of the Employee  Retirement  Income Security Act of 1974;
          and

               (6) comply (or  transfer  responsibility  for  compliance  to the
          Trustee)  with  all   applicable   Federal   income  tax   withholding
          requirements for  distribution  payments imposed by the Tax Equity and
          Fiscal Responsibility Act of 1982.

          (B) The foregoing  list of express duties is not intended to be either
     complete or conclusive, and the Committee shall, in addition, exercise such
     other  powers  and  perform  such  other  duties as it may deem  necessary,
     desirable,  advisable or proper for the supervision and  administration  of
     the Plan.

12.7 INDEMNIFICATION OF MEMBERS OF COMMITTEE
     ---------------------------------------

     To the extent not covered by  insurance or if there is a failure to provide
full  insurance  coverage  for any reason and to the  extent  permissible  under
corporate by-laws and other applicable laws and regulations, the Employer agrees
to hold harmless and indemnify the members of the Committee  against any and all
claims and causes of action by or on behalf of any and all  parties  whomsoever,
and all losses therefrom,  including,  without limitation,  costs of defense and
attorneys'  fees, based upon or arising out of any act or mission relating to or
in connection with the Plan and Trust Agreement other than losses resulting from
any such person's fraud or willful misconduct.

12.8 PLAN FIDUCIARIES
     ----------------

          (A) The Trustee is the named  fiduciary  hereunder with respect to the
     powers, duties and responsibilities of investment of the Trust Fund and the
     Committee  is the  named  fiduciary  hereunder  with  respect  to the other
     powers,  duties and  responsibilities  of the  administration  of the Plan.
     Certain powers, duties and responsibilities of each of said
<PAGE>

     fiduciaries  are  specifically  delegated to others under the provisions of
     the Plan and Trust Agreement and other powers,  duties and responsibilities
     of any fiduciaries  may be delegated by written  agreement to others to the
     extent permitted under the provisions of the Plan and Trust Agreement.

          (B) The powers and duties of each fiduciary hereunder,  whether or not
     a named fiduciary, shall be limited to those specifically delegated to each
     of them  under the terms of the Plan and Trust  Agreement.  It is  intended
     that the  provisions  of the  Plan and  Trust  Agreement  allocate  to each
     fiduciary the individual  responsibilities for the prudent execution of the
     functions   assigned   to   each   fiduciary.   None   of   the   allocated
     responsibilities  or any other  responsibilities  shall be shared by two or
     more  fiduciaries  unless  such  sharing  shall be  provided  by a specific
     provision in the Plan or the Trust  Agreement.  Whenever  one  fiduciary is
     required by the Plan or the Trust  Agreement  to follow the  directions  of
     other  fiduciary,  the two  fiduciaries  shall  not be  deemed to have been
     assigned  a share  of any  responsibility,  but the  responsibility  of the
     fiduciary   giving  the   directions   shall  be  deemed  to  be  his  sole
     responsibility  and the  responsibility  of the fiduciary  receiving  those
     directions  shall be to follow some insofar as such  instructions  on their
     face are proper under  applicable law. Any fiduciary may employ one or more
     persons to render advice with respect to any responsibility  such fiduciary
     has under the Plan or Trust Agreement.

          (C)  Each  fiduciary  may,  but need  not,  be an  employee,  partner,
     director or officer of the Employer. Nothing in the Plan shall be construed
     to prohibit any fiduciary from:

               (1) serving in more than one  fiduciary  capacity with respect to
          the Plan and Trust Agreement;

               (2)  receiving  any  benefit  to  which he may be  entitled  as a
          Participant  or  Beneficiary  in the Plan,  so long as the  benefit is
          computed and paid on a basis which is consistent with the terms of the
          Plan as applied to all other Participants and Beneficiaries; or

               (3) receiving any reasonable  compensation for services rendered,
          or for the reimbursement of expenses properly and actually incurred in
          the performance of his duties with respect to the Plan, except that no
          person so serving who already receives full-time pay from the employer
          shall receive  compensation from the Plan, except for reimbursement of
          expenses properly and actually incurred.

          (D) Each  fiduciary  shall be bonded as required by applicable  law or
     statute  of  the  United  States,  or  of  any  state  having   appropriate
     jurisdiction,  unless  such bond may under such law or statute be waived by
     the  parties to the Trust  Agreement.  The  Employer  shall pay the cost of
     bonding any fiduciary who is an employee or partner of the Employer.

12.9 APPLICABLE LAW
     --------------
<PAGE>

     The Plan will,  unless superseded by federal law, be construed and enforced
according to the laws of the State of Arkansas,  and all  provisions of the Plan
will, unless superseded by federal law, be administered according to the laws of
the said state.


<PAGE>


                                   SECTION 13

                                   TRUST FUND
                                   ----------

13.1 PURPOSE OF TRUST FUND
     ---------------------

     A Trust Fund has been  created and will be  maintained  for the purposes of
the Plan, and the monies  thereof will be invested in accordance  with the terms
of the agreement and  declaration  of trust which forms a part of the Plan.  All
contributions  will be paid into the Trust Fund, and all benefits under the Plan
will be paid from the Trust Fund.

13.2 BENEFITS SUPPORTED ONLY BY TRUST FUND
     -------------------------------------

     Any person  having any claim  under the Plan will look solely to the assets
of the Trust Fund for satisfaction.

13.3 TRUST FUND APPLICABLE ONLY TO PAYMENT OF BENEFITS
     -------------------------------------------------

     The  Trust  Fund  will be used  and  applied  only in  accordance  with the
provisions  of the Plan,  to provide the  benefits  thereof,  and no part of the
corpus or income of the Trust Fund will be used for,  or diverted  to,  purposes
other than the exclusive  benefit of Participants  and other persons  thereunder
entitled to benefits,  except to the extent provided in Section 11.6 hereof with
respect to expenses of administration.


<PAGE>


                                   SECTION 14

                              LOANS TO PARTICIPANTS
                              ---------------------

14.1 GENERAL PROCEDURE
     -----------------

     Subject  to such  rules  and  regulations  of  uniform  application  as the
Employer may from time to time  promulgate  with respect to the amount of loans,
purposes of loans,  maturity  dates,  interest  rates and security,  if any, the
Employer,  upon written application of a Participant upon a form prepared by the
Employer, may, in its absolute discretion,  direct the Trustee to make a loan to
such  Participant  upon such terms as the Employer deems  appropriate.  The loan
program shall be administered by the Committee or such  sub-committee  or person
as it may appoint ("Loan  Administrator").  The Loan  Administrator  shall adopt
written  policies  and  procedures  for the Plan's loan program and such written
policies and  procedures  are hereby  incorporated  by reference.  A Participant
wishing to obtain a loan from the Plan shall apply to the Loan  Administrator by
submitting  a  written  loan  application  which can be  obtained  from the Loan
Administrator  upon request.  All loans shall be made available to  Participants
who are  "Parties  in  Interest"  as defined in section  3(14) of ERISA  without
regard to such Participant's race, color, religion, age, sex or national origin.

14.2 PURPOSE OF LOANS
     ----------------

     A loan shall  only be made for the  purpose of  enabling a  Participant  to
defray  expenses  resulting  from illness or disability of the  Participant or a
member of the Participant's immediate family, or for the purpose of establishing
or preserving the home in which the Participant  resides or is to reside, or for
the purpose of providing schooling for the Participant's children, or to meet an
emergency condition in the Participant's financial affairs so as to alleviate or
prevent undue hardship on the Participant.
<PAGE>

14.3 AMOUNT OF LOANS
     ---------------

     The Loan  Administrator  may  authorize  loans in an  amount  not less than
$1,000  and not  more  than an  amount  equal to 50% of the  present  value of a
Participant's  vested  accounts  under the Plan;  provided that such loan amount
shall in no event  exceed  the lesser of (a)  $50,000  reduced by the excess (if
any)  of  the  highest  outstanding  balance  of  loans  from  the  Plan  to the
Participant during the preceding one year period over the outstanding balance of
loans from the Plan to the  Participant  as of the date the loan is made, or (b)
one-half  of the  present  value  of the  Participant's  nonforfeitable  accrued
benefit under the Plan.

14.4 LOAN CONDITIONS
     ---------------

     If approved,  each loan to a Participant  pursuant to this Section 14 shall
comply with the following conditions:

          (a)  Written  Instrument.  It  shall  be  evidenced  by  a  negotiable
               -------------------
     promissory note.

          (b) Interest Rate.  The loan shall bear a reasonable  rate of interest
              -------------
     which shall be  commensurate  with the prevailing  interest rate charged by
     persons  in the  business  of lending  money for loans  made under  similar
     circumstances.  Subject to this requirement,  the Loan Administrator  shall
     develop rules for determining the interest to be charged on Plan loans.

          (c) Term. The loan, by its terms,  must require level  amortization of
              ----
     repayments (to be made not less  frequently  than  quarterly) over a period
     not extending beyond five (5) years;  provided,  however,  in the case of a
     home loan as described in section 72(p) of the Code, such loan may be for a
     term in excess of five (5) years.

          (d) Adequate  Security.  The loan shall be secured by up to 50% of the
              ------------------
     Participant's  entire right,  title and interest in his accounts  under the
     Plan.  Any  Participant  who  pledges  any  portion of his  vested  account
     balances  under the Plan also shall be  required  to  execute an  Automatic
     Payroll Deduction Agreement under which loan payments will be deducted from
     the Participant's  Compensation on a payroll date basis until the amount of
     the loan plus interest accrued thereon is paid in full.

          (e) Default.  In addition to any other  conditions  or events the Loan
              -------
     Administrator  may specify,  a loan shall be  considered  in default if the
     Participant  fails to pay any installment  when due and such failure is not
     cured within sixty (60) days. Any default by the
<PAGE>

     Participant  shall,  at the election of the Loan  Administrator,  cause the
     remaining outstanding balance of the loan to be due and payable at once. In
     addition, the Loan Administrator shall proceed against the security pledged
     by the  Participant  in  connection  with the loan at such time and in such
     manner as it determines  to be in the best  interest of the Plan.  The Loan
     Administrator is expressly  authorized to delay enforcement of the security
     interest in the  Participant's  Accounts  under the Plan until such time as
     the  Participant is entitled to a distribution  under the terms of the Plan
     and the Code  provided such delay results in no loss of income or principal
     to the Plan. At such time as the  Participant is entitled to a distribution
     under the terms of the Plan, the Loan  Administrator  may offset the vested
     portion of the  Participant's  account  balances under the Plan against the
     remaining unpaid balance of the loan plus interest accrued thereon.  In the
     event that the  Participant's  vested  percentage  is less than 100% at the
     time of any  liquidation  of such  outstanding  loan from his  Matching  or
     Profit Sharing Contribution Accounts, the amount of any unpaid loan that is
     liquidated  from such  accounts  shall be  included  in the  "total  debits
     against the  Participant's  Matching  and/or  Profit  Sharing  Contribution
     Accounts for prior distributions" for the purpose of Section 4.3 hereof.

          (f)  Liquidation  on  Maturity.  Each loan shall be due and payable in
               -------------------------
     full by the  Participant  not later than the  earliest of (1) the  maturity
     date set forth in the promissory note, (2) the Participant's termination of
     employment with Employer, or (3) the termination of the Plan. In any event,
     all loans will  mature at the time  provided  for any  distribution  to the
     Participant  from  the  Plan,  and no  distribution  shall  be  made to any
     Participant, beneficiary or beneficiaries or to the estate of a Participant
     unless  and until all loans to such  Participant,  together  with  interest
     accrued thereon, have been paid in full.

          (g)  Investment  Gain or Loss. To the extent a  Participant's  loan is
               ------------------------
     secured by his/her  Accounts,  the investment gain or loss  attributable to
     the loan shall not be  included in the  calculation  or  allocation  of the
     increase  or decrease  in fair  market  value of the general  assets of the
     Plan. The entire gain or loss  (including any gain or loss  attributable to
     interest  payments or default)  shall be  allocated  to the accounts of the
     Participant.


<PAGE>


     IN WITNESS WHEREOF, FAIRFIELD COMMUNITIES,  INC. has caused this instrument
to be  executed  by its duly  authorized  officer  effective  January  1,  1998.
FAIRFIELD COMMUNITIES, INC.


                                    By: /s/ Paul J. Tocash
                                        ----------------------------------------
                                    Title: V.P. Human Resources
                                           -------------------------------------


ATTEST:

/s/ Gary Nelson
-----------------------