Exhibit 4(a)















                              NEOPROBE CORPORATION

                                   401(K) PLAN


















                                 January 1, 2005



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                              NEOPROBE CORPORATION
                                   401(K) PLAN


                                TABLE OF CONTENTS


ARTICLE I         Introduction...............................................1

         1.01     Plan Established...........................................1

         1.02     Exclusive Benefit..........................................1

         1.03     Type of Plan...............................................1


ARTICLE II        Definitions................................................2

         2.01     "Actuarial Equivalent".....................................2

         2.02     "Account"..................................................2

         2.03     "Actual Contribution Percentage" or "ACP"..................2

         2.04     "Actual Deferral Percentage" or "ADP"......................2

         2.05     "Administrator"............................................2

         2.06     "Aggregate Limit"..........................................2

         2.07     "Annual Addition"..........................................3

         2.08     "Annual Benefit"...........................................3

         2.09     "Annuity Starting Date"....................................3

         2.10     "Authorized  Leave of Absence".............................3

         2.11     "Base Compensation"........................................3

         2.12     "Break in Service".........................................3

         2.13     "Code".....................................................4

         2.14     "Committee"................................................4

         2.15     "Compensation".............................................4

         2.16     "Compensation".............................................5

                                        i
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         2.17     "Contract".................................................6

         2.18     "Contribution Agreement"...................................7

         2.19     "Contribution Percentage"..................................7

         2.20     "Contribution Percentage Amounts"..........................7

         2.21     "Determination Year".......................................7

         2.22     "Disability"...............................................7

         2.23     "Early Retirement Age".....................................7

         2.24     "Early Retirement Date"....................................7

         2.25     "Earned Income"............................................7

         2.26     "Effective Date"...........................................8

         2.27     "Elective Deferrals".......................................8

         2.28     "Elective Deferral Account"................................8

         2.29     "Employee".................................................8

         2.30     "Employee After-Tax Contribution"..........................9

         2.31     "Employee After-Tax Contribution Account"..................9

         2.32     "Employer".................................................9

         2.33     "Employer Contributions"...................................9

         2.34     "Employer Contribution Account"............................9

         2.35     "Entry Date"...............................................9

         2.36     "ERISA"....................................................9

         2.37     "Excess Aggregate Contribution"............................9

         2.38     "Excess Compensation"......................................9

         2.39     "Excess Contributions".....................................9

         2.40     "Excess Elective Deferrals"...............................10

         2.41     "Fiscal Year".............................................10

                                       ii
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         2.42     "Highly Compensated Employee".............................10

         2.43     "Hours of Service"........................................11

         2.44     "Integration Level".......................................11

         2.45     "Investment Manager"......................................11

         2.46     "Leased Employee".........................................11

         2.47     "Limitation Year".........................................12

         2.48     "Look-Back Year"..........................................12

         2.49     "Matching Contribution"...................................12

         2.50     "Matching Contribution Account"...........................12

         2.51     "Maximum Permissible Amount"..............................12

         2.52     "Named Fiduciary".........................................13

         2.53     "Nonhighly Compensated Employee"..........................13

         2.54     "Normal Retirement Age"...................................13

         2.55     "Normal Retirement Date"..................................13

         2.56     "Owner-Employee"..........................................13

         2.57     "Participant".............................................13

         2.58     "Participation Commencement Date".........................13

         2.59     "Plan"....................................................13

         2.60     "Plan Year"...............................................13

         2.61     "Projected Annual Benefit"................................13

         2.62     "Qualified Domestic Relations Order"......................14

         2.63     "Qualified Election"......................................14

         2.64     "Qualified Employer Contribution".........................14

         2.65     "Qualified Employer Contribution Account".................14

         2.66     "Qualified Joint and Survivor Annuity"....................14

                                       iii
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         2.67     "Qualified Pre-Retirement Survivor Annuity"...............15

         2.68     "Qualifying Employer Real Property".......................15

         2.69     "Qualifying Employer Securities"..........................15

         2.70     "Required Beginning Date".................................15

         2.71     "Rollover Account"........................................15

         2.72     "Self-Employed Individual"................................16

         2.73     "Spouse"..................................................16

         2.74     "Suspense Account"........................................16

         2.75     "Taxable Wage Base".......................................16

         2.76     "Trust" or "Trust Fund"...................................16

         2.77     "Trustee".................................................16

         2.78     "Valuation Date"..........................................16

         2.79     "Year of Service".........................................16
















                                       iv

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ARTICLE III       Eligibility and Participation.............................17

         3.01     Service Crediting for Eligibility for an
                  Elapsed Time Plan.........................................17

         3.02     Application for Participation.............................18

         3.03     Participation Upon Re-Employment..........................18

         3.04     Authorized Leave of Absence...............................19

         3.05     Past Service with Former Employer.........................19

         3.06     Omission of Eligible Employee.............................19

         3.07     Inclusion of Ineligible Employee..........................19


ARTICLE IV        Employer Contributions....................................20

         4.01     Employer Contributions....................................20

         4.02     Matching Contributions for Elective Deferrals.............20

         4.03     Reserved..................................................20

         4.04     Form of Contribution......................................20

         4.05     For Exclusive Benefit of Participants.....................21

         4.06     Limitations on Allocations................................21

         4.07     Allocation of Employer Contributions and Forfeitures......24

         4.08     Return of Contributions...................................26


ARTICLE V         Participant Contributions.................................28

         5.01     Employee After-Tax Contributions..........................28

         5.02     Elective Deferral Contributions...........................28

         5.03     Reserved..................................................29

         5.04     Annual Elective Deferral Limitation.......................29


ARTICLE VI        Non-Discrimination Testing................................31

         6.01     Actual Deferral Percentage Test...........................31

                                        v
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         6.02     Excess Contributions......................................32

         6.03     Reserved..................................................33

         6.04     Actual Contribution Percentage Test.......................33

         6.05     Excess Aggregate Contributions............................35

         6.06     Qualified Employer Contributions..........................35

         6.07     Reserved..................................................36

         6.08     Reserved..................................................36

         6.09     Reserved..................................................36

         6.10     Reserved..................................................36


ARTICLE VII       Accounts..................................................37

         7.01     Valuation of Trust Fund...................................37

         7.02     Adjustment of Accounts....................................37

         7.03     Reserved..................................................37

         7.04     Direction by Participants.................................37

         7.05     Annual Report.............................................37



ARTICLE VIII      Vesting...................................................38

         8.01     Vesting Requirements......................................38

         8.02     Years of Service..........................................38

         8.03     Forfeitures...............................................40


ARTICLE IX        Payment of Benefits.......................................42

         9.01     Payable Events............................................42

         9.02     Normal Form of Benefit....................................43

         9.03     Pre-Retirement Death Benefit..............................44

                                       vi
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         9.04     Optional Forms of Benefit.................................44

         9.05     Determination of Amount...................................44

         9.06     Time of Payment...........................................44

         9.07     Reserved..................................................45

         9.08     Beneficiary Designation and Consent of Spouse.............45

         9.09     Mandatory Distriubtions...................................46

         9.10     Hardship Distributions....................................50

         9.11     In-Service Distributions..................................51

         9.12     Other Distributable Amounts...............................52

         9.13     Location of Participant or Beneficiary Unknown............52


ARTICLE X         Named Fiduciary Powers and Responsibilities...............54


         10.01    Allocation of Responsibility..............................54

         10.02    Discretionary Authority...................................54


ARTICLE XI        Trustee Powers and Responsibilities.......................55

         11.01    Basic Responsibilities....................................55

         11.02    Investment Powers and Duties..............................55

         11.03    Participant Direction.....................................56

         11.04    Investment Manager........................................56

         11.05    Rollover Contributions....................................56

         11.06    Trustee to Trustee Transfers..............................58

         11.07    Other Powers..............................................59

         11.08    Duties Regarding Contributions and Payments...............60

         11.09    Trustee's Compensation and Expenses and Taxes.............61

         11.10    Annual Report.............................................61

                                       vii
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         11.11    Records and Actions.......................................62

         11.12    Appointment, Resignation, Removal and Succession of
                  Trustee...................................................62

         11.13    Liability of Trustee......................................63


ARTICLE XII       Committee Powers and Responsibilities.....................64

         12.01    Appointment of Committee..................................64

         12.02    Powers....................................................64

         12.03    No Discrimination.........................................64

         12.04    Action by the Committee...................................64

         12.05    Records...................................................64

         12.06    Compensation and Expenses.................................65

         12.07    Indemnification...........................................65

         12.08    Statutory Claims Procedure................................65

         12.09    Reserved..................................................68


ARTICLE XIII      Amendment, Termination, and Mergers.......................69

         13.01    Amendment.................................................69

         13.02    Amendment of Vesting Schedule.............................69

         13.03    Termination; Discontinuance of Contributions..............70

         13.04    Merger or Consolidation...................................71


ARTICLE XIV       Top-Heavy Provisions......................................72

         14.01    Application of Article....................................72

         14.02    Definitions...............................................72

         14.03    Top-Heavy Determination...................................73

         14.04    Top-Heavy Ratio...........................................73

         14.05    Minimum Vesting...........................................74

                                      viii
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         14.06    Minimum Benefit...........................................74

         14.07    Limitation on Contribution................................75


ARTICLE XV        Participant Loans.........................................76

         15.01    Availability of Loans.....................................76

         15.02    Request for Loan..........................................76

         15.03    Reason for Loan...........................................76

         15.04    Amount of the Loan........................................77

         15.05    Adequate Security.........................................77

         15.06    Source of Loan Funds......................................78

         15.07    Interest Rate.............................................78

         15.08    Payment Terms of Loan.....................................79

         15.09    Default...................................................79

         15.10    Shareholder-Employee Loans................................80

         15.11    Policy Restrictions.......................................81


ARTICLE XVI       Miscellaneous.............................................82

         16.01    Participant's Rights......................................82

         16.02    Alienation................................................82

         16.03    Construction of Plan......................................82

         16.04    Gender and Number.........................................83

         16.05    Prohibition Against Diversion of Funds....................83

         16.06    Bonding...................................................83

         16.07    Protective Clause.........................................83

         16.08    Receipt and Release for Payments..........................83

         16.09    Action by the Employer....................................84

                                       ix
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         16.10    Headings..................................................84

         16.11    Uniformity................................................84

         16.12    Participating Employers...................................84

         16.13    Missing Persons...........................................84

         16.14    Mutual Exclusivity of Benefits............................85

         16.15    Severability..............................................85

         16.16    Spendthrift Clause........................................85

         16.17    Payment to Minor or Incompetent...........................86

         16.18    Legal Actions.............................................86



APPENDIX A        LIST OF PARTICIPATING EMPLOYERS...........................A-1















                                        x
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                              NEOPROBE CORPORATION

                                   401(K) PLAN



The Neoprobe Corporation 401(k) Plan (Plan) is hereby executed by and between
Neoprobe Corporation as the "Company" and Plan Sponsor and Neoprobe Corporation
as the "Trustee."


                                    ARTICLE I

                                  Introduction


         1.01     Plan Established.

 The Company established the Plan originally effective July 1, 1990. Since the
Company established the Plan, it has amended the Plan from time to time.

Effective January 1, 1997, the Company amended and restated the Plan to conform
the Plan to changes required by the Uruguay Round Agreements Act of the General
Agreement on Tariffs and Trade (GATT), the Uniformed Services Employment and
Reemployment Rights Act of 1994 (USERRA), the Small Business Job Protection Act
of 1996 (SBJPA), the Taxpayer Relief Act of 1997 (TRA `97), the Internal Revenue
Service Restructuring and Reform Act of 1998 (RRA `98), the Community Renewal
Tax Relief Act of 2000 and other applicable laws, regulations and administrative
authority.

Effective as of January 1, 2005 (or at such later dates as noted in the Plan),
the Company amends and restates the Plan as set forth herein.

         1.02     Exclusive Benefit.

The Plan is for the exclusive benefit of the Employees of the Company and of any
proprietorship, corporation or partnership adopting the Plan and listed on
Appendix A, as amended, attached hereto and made a part hereof. No part of the
trust corpus or income shall ever be used for or diverted to any purpose other
than for the exclusive benefit of the Participants or their beneficiaries.

         1.03     Type of Plan.

The Plan is designated as a 401(k) profit sharing plan.


                                        1

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                                   ARTICLE II

                                   Definitions


As used herein, the following words shall have the meaning stated herein, unless
otherwise specifically provided:

         2.01 Actuarial Equivalent shall mean equality in value of the aggregate
amounts expected to be received under different forms of benefit payments.
Actuarial Equivalent shall be determined according to the mortality table and
assumptions being utilized by the insurance company providing the annuity
quotations for a distribution.

         2.02 Account shall mean the combined value of all accounts maintained
for a Participant under this Plan.

         2.03 Actual Contribution Percentage or ACP shall mean the average of
the Contribution Percentages of the eligible Participants in a group.

         2.04 Actual Deferral Percentage or ADP shall mean, for a specified
group of Participants for a Plan Year, the average of the ratios (calculated
separately for each Participant in such group) of (1) the amount of Employer
contributions, as defined in this Section 2.04, actually paid over to the Trust
Fund on behalf of such Participant for such Plan Year to (2) the Participant's
Compensation for such Plan Year (whether or not the Employee was a Participant
for the entire Plan Year). Employer contributions on behalf of any Participant
shall include: (1) any Elective Deferrals made pursuant to the Participant's
deferral election, including Excess Elective Deferrals of Highly Compensated
Employees, but excluding (a) Excess Elective Deferrals of Nonhighly Compensated
Employees that arise solely from the Elective Deferrals made under the Plan or
plans of the Employer and (b) Elective Deferrals that are taken into account in
the Contribution Percentage test (provided the ADP test is satisfied both with
and without exclusion of these Elective Deferrals); and (2) at the election of
the Employer, Qualified Employer Contributions as set forth in Section 6.06 of
this Plan. For purposes of computing the Actual Deferral Percentage, an Employee
who would be a Participant but for the failure to make Elective Deferrals shall
be treated as a Participant on whose behalf no Elective Deferrals are made.
Excess deferrals that are distributed in accordance with Code Regulations at
1.402(g)-1(e)(2) or (e)(3) are not Annual Additions.

         2.05 Administrator shall mean the Company unless the Company designates
a Committee to administer the Plan, pursuant to Section 12.01.

         2.06 Aggregate Limit shall mean the sum of (i) 125 percent of the
greater of the ADP of the Nonhighly Compensated Employees for the prior Plan
Year or the ACP of Nonhighly Compensated Employees under the Plan subject to
Section 401(m) of the Code for the Plan Year beginning with or within the prior
Plan Year of the cash or deferred arrangement and (ii) the lesser of 200 percent
or 2 plus the lesser of such ADP or ACP. Lesser is substituted for greater in
(i), above, and greater is substituted for lesser after "2 plus the" in (ii) if
it would result in a larger Aggregate Limit. If the Employer has elected in this
Plan to use the current year testing method, then, in calculating the Aggregate
Limit for a particular Plan Year, the Nonhighly Compensated Employees' ADP and
ACP for that Plan Year, instead of for the prior Plan Year, is used.

                                        2
<PAGE>

         2.07 Annual Addition shall mean the sum of the following amounts
allocated on behalf of a Participant for a Limitation Year: (a) all Employer
contributions; (b) all forfeitures; and (c) all Participant contributions.
Except to the extent provided in Code Regulations, Annual Additions include
excess contributions described in Section 401(k) of the Code. Annual Additions
also include Excess Amounts reapplied to reduce Employer contributions under
Section 4.05. Amounts allocated after March 31, 1984, to an individual medical
account (as defined in Section 415(l)(2) of the Code) included as part of a
pension or annuity plan maintained by the Employer are Annual Additions.
Furthermore, Annual Additions include contributions paid or accrued after
December 31, 1985, for taxable years ending after December 31, 1985,
attributable to post-retirement medical benefits allocated to the separate
account of a key employee (as defined in Section 419A(d)(3) of the Code) under a
welfare benefit fund (as defined in Section 419(e) of the Code) maintained by
the Employer, but only for purposes of the dollar limitation applicable to the
Maximum Permissible Amount.

         2.08 Annual Benefit shall mean the amount payable annually in the form
of a life annuity if the Participant is unmarried, or a Qualified Joint and
Survivor Annuity, if married, with no ancillary benefits. Benefits not directly
related to retirement shall not be taken into account.

         2.09 Annuity Starting Date shall mean the first day of the first period
for which an amount is payable as an annuity or in any other form.

         2.10 Authorized Leave of Absence shall mean any absence authorized by
the Employer under its standard personnel practices, including, but not limited
to, service in the United States Armed Forces on account of war or other
emergency, provided the Participant returns to employment with the Employer
prior to the expiration of such authorized absence or as provided by law.

         2.11 Base Compensation shall mean the lesser of a Participant's
Compensation, per Section 2.15, or the Integration Level.

         2.12 Break in Service shall mean any twelve (12) consecutive month
period, as described in Section 2.79 for purposes of determining vesting during
which such Employee has not completed more than 500 Hours of Service with the
Employer.

The applicable twelve (12) consecutive month period for a Break in Service for
vesting purposes shall be consistent with the period used to determine a Year of
Service for vesting, as set forth in Section 2.79.

A Break in Service for eligibility purposes shall mean a Period of Severance of
at least twelve (12) months as set forth in Section 3.01.

                                        3
<PAGE>

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

         2.14 Committee shall mean the Committee established under Article XII.

         2.15 Compensation, for purposes other than Section 4.06, Section 2.42
and Article VI shall mean with respect to each Employee of the Employer, wages
within the meaning of Section 3401(a) and all other payments of compensation to
an Employee by the Employer (in the course of the Employer's trade or business)
for which the Employer is required to furnish the Employee a written statement
under Code Sections 6041(d), 6051(a)(3), and 6052. Compensation must be
determined without regard to any rules under Section 3401(a) that limit the
remuneration included in wages based on the nature or location of the employment
or the services performed (such as the exception for agricultural labor in
Section 3401(a)(2)).

Notwithstanding the above, Compensation shall exclude all of the following
items: (1) reimbursements or other expense allowances; (2) fringe benefits (cash
and non-cash); (3) moving expenses; (4) deferred compensation; and (5) welfare
benefits and amounts earned prior to the date that an Employee becomes a
Participant, except that for purposes of Article XIV of this Plan, the measuring
period for determining Compensation shall be the entire twelve (12) month period
as set forth below in this Section 2.15.

Notwithstanding the above, Compensation shall include elective contributions
that are made by the Employer that are not includible in income under Sections
125, 402(e)(3), 402(h)(1)(B) or 403(b) of the Code, compensation deferred under
Section 457(b) of the Code, or employee contributions under Section 414(h)(2)
that are picked up by the employing unit. And effective for Plan Years beginning
on or after January 1, 2001, elective amounts that are not includible in income
under Section 132(f)(4).

The measuring period for determining Compensation shall be the calendar year
ending with or within the Plan Year.

Notwithstanding the above, Compensation with respect to each Self-Employed
Individual shall mean Earned Income.

Any contributions to this Plan on behalf of any Owner-Employee may be made only
with respect to the Earned Income of the Owner-Employee that is derived from the
trade or business with respect to which the Plan is established.

Only amounts earned and paid during such period shall be included in the
definition of Compensation.

In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provisions of the Plan to the contrary, for Plan Years
beginning on or after January 1, 1994, the annual Compensation of each 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.

                                        4
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For Plan Years beginning on or after January 1, 1994, any reference in this Plan
to the limitation under Section 401(a)(17) of the Code shall mean the OBRA `93
annual Compensation limit set forth in this provision.

If Compensation for any prior determination period is taken into account in
determining an Employee's benefits accruing in the current Plan Year, the
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.

Effective for Plan Years beginning after December 31, 1996, if this Plan
provides for the continuation of contributions for a fixed or determinable
period on behalf of all Participants who are permanently and totally disabled
(as defined in Section 22(e)(3) of the Code), the Employer may make Employer
Contributions on behalf of such Employee including a Highly Compensated Employee
(as defined in Section 414(q) of the Code), without first making the election
required by Section 415(c)(3)(C)(iii) of the Code.

For any short Plan Year, the Compensation limit shall be an amount equal to the
Compensation limit for the calendar year in which the Plan Year begins
multiplied by the ratio obtained by dividing the number of full months in the
short Plan Year by twelve (12).

         2.16 Compensation, for purposes of Section 4.06, Section 2.42 and
Article VI shall mean with respect to each Participant, wages within the meaning
of Section 3401(a) of the Code and all other payments of compensation to an
Employee by the Employer (in the course of the Employer's trade or business) for
which the Employer is required to furnish the Employee a written statement under
Sections 6041(d), 6051(a)(3), and 6052 of the Code. Compensation must be
determined without regard to any rules under Section 3401(a) that limit the
remuneration included in wages based on the nature or location of the employment
or the services performed (such as the exception for agricultural labor in
Section 3401(a)(2)).

Notwithstanding the above, Compensation with respect to each Self-Employed
Individual shall mean Earned Income.

For purposes of this Section, the measuring period for determining Compensation
shall be the Limitation Year. For Limitation Years beginning after December 31,
1996, compensation for a Limitation Year is the Compensation actually paid or
includible in gross income during such Limitation Year.

                                        5
<PAGE>

Notwithstanding the above, Compensation for a Participant in a defined
contribution plan who is permanently and totally disabled (as defined in Section
22(e)(3) of the Code) is the Compensation such Participant would have received
for the Limitation Year if the Participant had been paid at the rate of
Compensation paid immediately before becoming permanently and totally disabled;
for Limitation Years beginning before January 1, 1997, but not for Limitation
Years beginning after December 31, 1996, such imputed Compensation for the
disabled Participant may be taken into account only if the Participant is not a
Highly Compensated Employee (as defined in Section 2.42 of the Plan) and
contributions made on behalf of such Participant are nonforfeitable when made.

For Limitation Years beginning after December 31, 1997, for purposes of applying
the limitations of this Section, Compensation paid or made available during such
Limitation Year shall include any Elective Deferral (as defined in Section
402(e)(3) of the Code), and any amount which is contributed or deferred by the
Employer at the election of the Employee and which is not includible in the
gross income of the Employee by reason of Section 125 or 457 of the Code and
effective for Limitation Years beginning on or after January 1, 2001, elective
amounts not includible in the income of the Employee by reason of Section
132(f)(4) of the Code.

For any short Plan Year, the Compensation limit shall be an amount equal to the
Compensation limit for the calendar year in which the Plan Year begins
multiplied by the ratio obtained by dividing the number of full months in the
short Plan Year by twelve (12).

For purposes of Article VI, and in addition to other applicable limitations set
forth in the Plan, and notwithstanding any other provisions of the Plan to the
contrary, for Plan Years beginning on or after January 1, 1994, the annual
Compensation of each 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.

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.

         2.17 Contract shall mean any life insurance policy or annuity contract
(group or individual) issued on the life of a Participant.

                                        6
<PAGE>

         2.18 Contribution Agreement shall mean a written agreement signed by a
Participant by which he authorizes the Employer to deduct and withhold from such
Participant's Compensation a specified amount and to contribute such amount to
the Plan pursuant to the provisions of Section 5.02.

         2.19 Contribution Percentage shall mean the ratio (expressed as a
percentage) of the Participant's Contribution Percentage Amounts to the
Participant's Compensation for the Plan Year.

         2.20 Contribution Percentage Amounts shall mean the sum of the Employee
After-Tax Contributions, Matching Contributions, and Qualified Matching Employer
Contributions (to the extent not taken into account for purposes of the ADP
test) made under the Plan on behalf of the Participant for the Plan Year. Such
Contribution Percentage Amounts shall not include Matching Contributions that
are forfeited either to correct Excess Aggregate Contributions or because the
contributions to which they relate are Excess Elective Deferrals, Excess
Contributions or Excess Aggregate Contributions. The Employer may elect to use
Elective Deferrals and the portion of the Qualified Employer Contribution that
is attributable to Employer Contributions under Section 6.06 in the Contribution
Percentage Amounts so long as the ADP test is met before the Elective Deferrals
are used in the ACP test and continues to be met following the exclusion of
those Elective Deferrals that are used to meet the ACP test.

         2.21 Determination Year shall mean the applicable year of the Plan for
which a determination is being made.

         2.22 Disability shall mean a physical or mental condition of a
Participant resulting from bodily injury, disease, or mental disorder which
renders him totally and permanently incapable of continuing his usual and
customary employment with the Employer and provided that such Disability occurs
while the Participant is an Employee of the Company. The Disability of a
Participant shall be determined by a licensed physician chosen by the
Administrator.

         2.23 Early Retirement Age shall mean the date on which a Participant or
a former Participant attains age fifty-five (55) and has completed at least five
(5) Years of Service for vesting purposes with the Employer.

         2.24 Early Retirement Date shall mean the date on which a Participant
or former Participant retires after attaining Early Retirement Age.

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

                                        7
<PAGE>

         2.26 Effective Date shall mean January 1, 2005, except as otherwise
stated throughout the Plan.

         2.27 Elective Deferrals shall mean the Employer Contributions made at
the election of the Participant, in lieu of cash compensation under Section
5.02. With respect to any taxable year, a Participant's Elective Deferral is the
sum of all Employer Contributions made on behalf of such Participant pursuant to
an election to defer under any qualified cash or deferred arrangement as
described in Section 401(k) of the Code, any simplified employee pension, cash
or deferred arrangement as described in Section 402(h)(1)(B) of the Code, any
eligible deferred compensation plan under Section 457 of the Code, any plan as
described under Section 501(c)(18) of the Code, and any Employer Contributions
made on the behalf of a Participant for the purchase of an annuity contract
under Section 403(b) of the Code pursuant to a salary reduction agreement.

         2.28 Elective Deferral Account shall mean an account established for a
Participant for the purpose of receiving contributions made to the Plan by the
Employer on behalf of the Participant pursuant to Section 5.02.

         2.29 Employee shall mean any person employed by the Employer or any
other employer required to be aggregated with such Employer under Code Sections
414(b), (c), (m) or (o).

The term Employee shall include Owner-Employees and any Leased Employee deemed
to be an Employee as provided in Sections 414(n) or (o) of the Code of any
Employer described in the preceding paragraph. Provided, however, Leased
Employees shall not be covered under this Plan as an Employee unless such
participation is required to meet the minimum coverage requirements under
Section 410(b)(1) of the Code.

The term Employee shall exclude any independent contractor and a person who is a
member of a union with which the Employer has a collective bargaining agreement
directly or through an employer's association in which retirement benefits have
been the subject of good faith bargaining between the Employer and its employees
who are covered by the collective bargaining contract. And nonresident aliens
who do not receive any earned income (as defined in Section 911(d)(2) of the
Code) from the Employer which constitutes United States source income (as
defined in Section 861(a)(3) of the Code).

Any individual who is deemed by the Employer to be an independent contractor
and/or is treated as a Leased Employee and who is subsequently determined by a
regulatory agency, judicial proceeding or settlement to be an Employee, shall be
deemed by the Employer excluded from eligibility under this Plan from the
effective date that the status of Employee is so determined by the regulatory
agency, judicial proceeding or settlement.

Notwithstanding any other provision of this Section 2.29, an employee of an
employer required to be aggregated with the employer under Code Section 414(b),
(c), (m) or (o) shall be eligible to participate in this Plan only if such
employer is included as a participating employer under Section 16.12 of this
Plan.

                                        8
<PAGE>

         2.30 Employee After-Tax Contribution shall mean any contribution made
by or on behalf of a Participant on an after-tax basis pursuant to Section 5.01.

         2.31 Employee After-Tax Contribution Account shall mean an account
established for a Participant for the purpose of receiving contributions made to
the Plan by the Participant pursuant to Section 5.01.

         2.32 Employer shall mean the Company and any other entity adopting this
Plan pursuant to Section 16.12.

         2.33 Employer Contributions shall mean contributions made by the
Employer pursuant to Section 4.01.

         2.34 Employer Contribution Account shall mean an account established
for a Participant for the purpose of receiving contributions made to the Plan by
the Employer pursuant to Section 4.01 and Article VI, if applicable.

         2.35 Entry Date shall mean the first day of any month coinciding with
or next following the date on which the eligibility requirements of Section 3.01
are met.

         2.36 ERISA shall mean the Employee Retirement Income Security Act of
1974, as amended.

         2.37 Excess Aggregate Contribution shall mean, with respect to any Plan
Year, the excess of:

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

(b) The maximum Contribution Percentage Amounts permitted by the ACP test
(determined by reducing contributions made on behalf of Highly Compensated
Employees in order of their Contribution Percentages beginning with the highest
dollar amount of such Matching Contribution).

Such determination shall be made after first determining Excess Elective
Deferrals pursuant to Section 5.04 and then determining Excess Contributions
pursuant to Section 6.02.

         2.38 Excess Compensation shall mean the Employee's Compensation, per
Section 2.15, in excess of the Integration Level.

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

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

                                        9
<PAGE>

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

         2.40 Excess Elective Deferrals shall mean those Elective Deferrals that
are includible in a Participant's gross income under Section 402(g) of the Code
to the extent such Participant's Elective Deferrals for a taxable year exceed
the dollar limitation under such Section of the Code. Excess Elective Deferrals
shall be treated as Annual Additions under the Plan.

         2.41 Fiscal Year shall mean the Plan Year.

         2.42 Highly Compensated Employee shall include Highly Compensated
active Employees and Highly Compensated former Employees.

A Highly Compensated active Employee includes any Employee who performs service
for the Employer during the Determination Year and who, during the Look-Back
Year or the Determination Year:

(a) Was a 5-percent owner (as defined in Section 416(i)(1) of the Code) of the
Employer at any time during the current or the preceding year, or

(b) for the preceding year had compensation from the Employer in excess of
$80,000 (as adjusted by the Secretary pursuant to Section 415(d) of the Code,
except that the base period is the calendar quarter ending September 30, 1996;
and, if the Employer so elects below, was in the top paid group of Employees for
such preceding year.

A Highly Compensated former Employee is based on the rules applicable to
determining Highly Compensated Employee status as in effect for that
Determination Year, in accordance with Section 1.414(q)-1T, A-4 of the temporary
Income Tax Regulations and Internal Revenue Service Notice 97-45.

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

In determining who is a Highly Compensated Employee the Employer makes the top
paid group election. The effect of this election is that an Employee (who is not
a 5-percent owner at any time during the Determination Year or the Look-Back
Year) with Compensation in excess of $80,000 (as adjusted) for the Look-Back
Year is a Highly Compensated Employee only if the Employee was in the top-paid
group for the Look-Back Year.

In determining who is a Highly Compensated Employee (other than as a 5-percent
owner) the Employer makes a calendar year data election. The effect of this
election is that the Look-Back Year is the calendar year beginning with or
within the Look-Back Year. The Plan may not use this election to determine
whether an Employee is a Highly Compensated Employee on account of being a
5-percent owner. This election is effective January 1, 2001.

                                       10
<PAGE>

An Employer making a top paid group election is not required to also make the
calendar year data election. Likewise, an Employer making a calendar year data
election is not required to make a top paid group election.

 If the Employer makes both the top paid group election and the calendar year
data election above, the Look-Back Year in determining the top paid group must
be the calendar year beginning with or within the Look-Back Year. The top paid
group election and the calendar year data election must apply consistently to
the Determination Years of all Plans of the Employer, except that the
consistency requirement will not apply to Determination Years beginning with or
within the 1997 calendar Year, and for Determination Years beginning on or after
January 1, 1998 and before January 1, 2000, satisfaction of the consistency
requirement is determined without regard to any nonretirement plans of the
Employer. Other transitional rules apply with respect to the consistency
requirement as set forth in Internal Revenue Service Notice 97-45. For a Plan
Year beginning on or after January 1, 1997 and before January 1, 1998 an
Employer may make a calendar year calculation election under Section
1.414(q)-1T, A-14(b) of the temporary Income Tax Regulations as provided for in
Internal Revenue Service Notice 97-45 taking into account the statutory
amendments made by the Small Business Job Protection Act of 1996 to Section
414(q) of the Code).

The Effective Date of this Section 2.42 is all Plan Years beginning after
December 31, 1996, except that, in determining whether an Employee is a Highly
Compensated Employee in 1997, this Section is treated as having been in effect
in 1996.

         2.43 Hours of Service for an Elapsed Time Plan shall have the meaning
set forth in Section 3.01.

         2.44 Integration Level shall mean the Taxable Wage Base.

         2.45 Investment Manager shall mean a fiduciary other than the Company
appointed pursuant to Section 11.04 to manage, acquire or dispose of any asset
of the Trust Fund who acknowledges in writing his fiduciary obligation to the
Plan and who is:

(a) an investment advisor registered under the Investment Advisor's Act of 1940;

(b) a bank as defined in that Act; or

(c) an insurance company qualified to perform investment management services
under the laws of more than one state of the United States.

         2.46 Leased Employee shall mean any person (other than an employee of
the recipient) who pursuant to an agreement between the recipient Employer and
any other person (leasing organization) has performed services for the recipient
Employer (or for the recipient Employer and related persons determined in
accordance with Section 414(n)(6) of the Code)) on a substantially full time
basis for a period of at least one year, and such services are performed under
the primary direction or control of the recipient Employer. Contributions or
benefits provided a Leased Employee by the leasing organization which are
attributable to services performed for the recipient employer shall be treated
as provided by the recipient Employer.

                                       11
<PAGE>

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

(a) Such employee is covered by a money purchase pension plan maintained by the
leasing organization and which provides:

         (i) A nonintegrated employer contribution rate of at least 10 percent
         (10%) of compensation, as defined in Section 415(c)(3) of the Code, but
         including amounts contributed pursuant to a salary reduction agreement
         which are excludable from the employee's gross income under Section
         125, Section 402(e)(3), Section 402(h) or Section 403(b) of the Code.

         (ii) Immediate participation; and

         (iii) Full and immediate vesting.

(b) Leased Employees do not constitute more than 20 percent (20%) of the
recipient Employer's nonhighly compensated workforce.

This definition shall be effective for services performed for the Plan Year
beginning after December 31, 1996.

         2.47 Limitation Year shall mean the Plan Year.

         2.48 Look-Back Year shall mean the twelve (12) consecutive month period
immediately preceding the Determination Year, unless the calendar year data
election is selected in Section 2.42.

         2.49 Matching Contribution shall mean an Employer contribution made to
this or any other defined contribution plan on behalf of a Participant on
account of a Participant's Elective Deferrals under a plan maintained by the
Employer.

         2.50 Matching Contribution Account shall mean an account established
for a Participant for the purpose of receiving Matching Contributions made by
the Employer to the Plan pursuant to Section 4.02 and/or Section 4.03 and/or
Article VI, if applicable.

         2.51 Maximum Permissible Amount shall mean for the Limitation Year with
respect to any Participant, contributions and other additions with respect to a
Participant which exceed the limitation of Section 415(c) of the Code if, when
expressed as an annual addition (within the meaning of Section 415(c)(2) of the
Code) to the Participant's account, such annual addition is greater than the
lesser of:

                                       12
<PAGE>

(A) $30,000, or

(B) 25 percent of the Participant's compensation (as defined in Section
415(c)(3) of the Code).

The dollar limitation described in subsection (A) above is subject to adjustment
by the Secretary of the Treasury pursuant to Section 415(d) of the Code.

If there is a short Limitation Year because of a change in the Limitation Year,
the Administrator will multiply the $30,000 limitation (or larger limitation) by
the following fraction: number of months in the short Limitation Year divided by
twelve (12).

The above definition of Maximum Permissible Amount is effective for Plan Years
beginning after December 31, 1994 in order to bring the Plan's Code Section 415
provisions into compliance with the requirements of the General Agreement on
Tariffs and Trade.

         2.52 Named Fiduciary shall mean the Company.

         2.53 Nonhighly Compensated Employee shall mean an Employee of the
Employer who is not a Highly Compensated Employee.

         2.54 Normal Retirement Age shall mean the date on which a Participant
         or a former Participant attains age sixty-five (65).

         2.55 Normal Retirement Date shall mean the date on which a Participant
retires after attaining Normal Retirement Age.

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

         2.57 Participant shall mean an Employee who has commenced participation
in the Plan after having met the eligibility requirements of Article III.

         2.58 Participation Commencement Date shall mean the first day of the
first Plan Year in which the Participant commenced participation in the Plan.

         2.59 Plan shall mean the Neoprobe Corporation 401(k) Plan, as set forth
herein or as hereafter amended.

         2.60 Plan Year shall mean the twelve (12) consecutive month period
beginning January 1 and ending December 31.

         2.61 Projected Annual Benefit shall mean a Participant's annual benefit
under any defined benefit plans of the Employer that are provided by Employer
contributions, based on the assumptions that the Participant will continue
employment until his Normal Retirement Age, that his actual compensation will
continue at the same rate as in effect for the Limitation Year under
consideration until his Normal Retirement Age and that all other relevant
factors used to determine benefits under the Plan will remain constant as of the
current Limitation Year for all future Limitation Years.

                                       13
<PAGE>

         2.62 Qualified Domestic Relations Order shall mean a domestic relations
order as defined in Section 414(p) of the Code and Section 206(d)(3)(B) of ERISA
and those other domestic relations orders permitted to be so treated by the
Administrator under the provisions of the Retirement Equity Act of 1984.

         2.63 Qualified Election shall mean a waiver of a Qualified Joint and
Survivor Annuity or Qualified Pre-Retirement Survivor Annuity made in writing
and consented to by the Participant's Spouse. Any election shall not be
effective unless: (a) the Participant's Spouse consents in writing to the
election; (b) the election designates a specific beneficiary including any class
of beneficiaries or any contingent beneficiaries, which may not be changed
without Spousal consent (or the Spouse expressly permits designations by the
Participant without any further Spousal consent); (c) the Spouse's consent
acknowledges the effect of the election; and (d) the Spouse's consent is
witnessed by a plan representative or notary public. Additionally, a
Participant's waiver shall not be effective unless the election designates a
form of benefit payment which may not be changed without Spousal consent (or the
Spouse expressly permits designations by the Participant without any further
spousal consent). If it is established to the satisfaction of a Plan
representative that there is no Spouse or that the Spouse cannot be located, a
waiver will be deemed a Qualified Election. Any consent by a Spouse (or
establishment that the consent of a Spouse may not be obtained) shall be
effective only with respect to such Spouse. A consent that permits designations
by the Participant without any requirement of further consent by such Spouse
must acknowledge that the Spouse has the right to limit consent to a specific
beneficiary, and a specific form of benefit where applicable, and that the
Spouse voluntarily elects to relinquish either or both of such rights. A
revocation of a prior waiver may be made by a Participant without the consent of
the Spouse at any time before the commencement of benefits. The number of
revocations shall not be limited. No consent obtained under this provision shall
be valid unless the Participant has received notice as provided in Section 9.02
or 9.03.

         2.64 Qualified Employer Contribution shall mean contributions made by
the Employer and elected under Section 6.06 to be treated as Qualified Employer
Contributions.

         2.65 Qualified Employer Contribution Account shall mean an account
established for a Participant for the purpose of receiving Qualified Employer
Contributions made by the Employer to the Plan pursuant to Section 6.06.

         2.66 Qualified Joint and Survivor Annuity shall mean an immediate
annuity for the life of the Participant with a survivor annuity to the
Participant's Spouse which is not less than fifty percent (50%) and not more
than one hundred percent (100%), of the amount of the annuity which is payable
during the joint lives of the Participant and the Participant's Spouse and which
is the amount of benefit which can be purchased with the Participant's vested
Account balance. The Participant may, with spousal consent, elect to receive a
smaller annuity benefit with continuation of the payments to the Spouse at a
rate of 75% or 100% of the rate payable to a Participant during his lifetime.
The survivor annuity to the Spouse shall automatically be fifty percent (50%) of
the amount of the annuity which is payable during the joint lives of the
Participant and the Participant's Spouse unless the Participant and the
Participant's Spouse elect otherwise.

                                       14
<PAGE>

         2.67 Qualified Pre-Retirement Survivor Annuity shall mean an annuity
for the life of the surviving Spouse which is the amount that can be purchased
with the Participant's vested Account balance (as of the date of death), the
Actuarial Equivalent of which is not less than fifty percent (50%) of the
Participant's non-forfeitable Account balance as determined on the Participant's
date of death.

         2.68 Qualifying Employer Real Property shall mean parcels of employer
real property under ERISA Section 407(d)(2) -- (A) if a substantial number of
the parcels are dispersed geographically; (B) if each parcel of real property
and the improvements thereon are suitable (or adaptable without excessive cost)
for more than one use; (C) even if all of such real property is leased to one
lessee (which may be the Employer, or an affiliate of the Employer); and (D) if
the acquisition and retention of such property comply with the provisions of
ERISA Part 4 (other than Section 404(a)(1)(B) to the extent it requires
diversification, and Section 404(a)(1)(C), 406, and ERISA 407(a)).

         2.69 Qualifying Employer Securities shall mean an employer security,
under ERISA Section 407(d)(1), which is

(A)      stock,

(B)      a marketable obligation (as defined in ERISA 407(e)), or

(C)      an interest in publicly traded partnership (as defined in Section
         7704(b) of the Code, but only if such partnership is an existing
         partnership as defined in Section 10211(c)(2)(A) of the Revenue Act of
         1987).

After December 17, 1987, in the case of a plan other than an eligible individual
account plan, an Employer Security described in subparagraph (A) or (C) shall be
considered a Qualifying Employer Security only if such Employer Security
satisfies the requirements of ERISA Section 407(f)(1).

         2.70 Required Beginning Date shall mean the day by which benefits must
be distributed in accordance with Section 401(a)(9) of the Code and Article IX
of the Plan.

         2.71 Rollover Account shall mean an account established for an Employee
for the purposes of receiving a rollover contribution made to the Plan in
accordance with the terms of Section 11.05 or receiving a trustee to trustee
transfer made in accordance with the terms of Section 11.06.

                                       15
<PAGE>

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

         2.73 Spouse shall mean the spouse or surviving spouse of the
Participant, provided that a former spouse, to the extent provided under a
Qualified Domestic Relations Order as described in Section 414(p) of the Code,
will be treated as the spouse or surviving spouse.

         2.74 Suspense Account shall mean an account established for the purpose
of holding forfeitures pursuant to Section 8.03.

         2.75 Taxable Wage Base shall mean the maximum amount of earnings which
may be considered wages for a year under Section 3121(a)(1) of the Code in
effect as of the first day of the Plan Year.

         2.76 Trust or Trust Fund shall mean the assets of the Plan as shall
exist from time to time.

         2.77 Trustee shall mean the Company or the person(s) or entity(ies)
serving as Trustee pursuant to Article XI and any successor thereto.

         2.78 Valuation Date shall mean the last day of the Plan Year and such
other date or dates deemed necessary or appropriate by the Administrator.

         2.79     Year of Service shall mean:

For purposes of determining eligibility to participate, this Plan utilizes the
elapsed time method of crediting service as set forth in Section 3.01. For
purposes of determining vesting, Year of Service shall mean the twelve (12)
consecutive month period during which an Employee completes 1,000 Hours of
Service and it shall begin on the day an Employee first performs an Hour of
Service and end on the day immediately preceding the anniversary thereof.
Succeeding Years of Service shall be based on the Plan Year and shall begin with
the Plan Year in which the first anniversary of an Employee's employment with
the Employer commences.

For purposes of determining eligibility for allocations of contributions or
forfeitures, see Sections 4.02, 4.03, and 4.07.


                                       16
<PAGE>

                                   ARTICLE III

                          Eligibility and Participation


         3.01     Service Crediting for Eligibility for an Elapsed Time Plan.

An Employee shall be eligible to participate in the Plan on the Entry Date
immediately following the completion of three (3) months of service (not to
exceed 12 months) and attainment of age 20 1/2 (not to exceed 21).

For purposes of determining an Employee's initial or continued eligibility to
participate in the Plan an Employee will receive credit for the aggregate of all
time period(s) commencing with the Employee's first day of employment or
reemployment and ending on the date a Break in Service begins. The first day of
employment or reemployment is the first day the Employee performs an Hour of
Service. An Employee will also receive credit for any Period of Severance of
less than 12 consecutive months. Fractional periods of a year will be expressed
in terms of days.

For purposes of this Section, Hour of Service shall mean each hour for which an
Employee is paid or entitled to payment for the performance of duties for the
Employer.

Notwithstanding the foregoing, each Employee who was a Participant in this Plan
prior to the Effective Date of this amendment and restatement shall continue to
be a Participant under this Plan.

Effective December 12, 1994, notwithstanding any other provision of this Plan to
the contrary, contributions, benefits and service credit with respect to
qualified military service will be provided in accordance with Section 414(u) of
the Internal Revenue Code. Additionally, each Employee shall be credited with
Hours of Service in accordance with the Family and Medical Leave Act, but only
for the purposes of and to the extent required by the statute.

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

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

                                       17
<PAGE>

Each Employee who has fulfilled the eligibility requirements of this Section
3.01 will share in Employer Contributions for the period beginning on the date
the Employee commences participation under the Plan and ending on the date on
which such Employee severs employment with the Employer or is no longer a member
of an eligible class of employees. Section 4.07 of this Plan sets forth the
requirements for an allocation of the Employer Contribution to the account of
any individual Participant.

If the Employer is a member of an affiliated service group (under Section
414(m)), a controlled group of corporations (under Section 414(b)), a group of
trades or businesses under common control (under Section 414(c)) or any other
entity required to be aggregated with the Employer pursuant to Section 414(o),
service will be credited for any employment for any period of time for any other
member of such group. Service will also be credited for any individual required
under Section 414(n) or Section 414(o) to be considered an employee of any
employer aggregated under Section 414(b), (c) or (m). Notwithstanding any other
provision of this plan, an employee of an affiliated service group, control
group or corporation (or a group of trade or businesses under common control) or
any other entity required to be aggregated with the Employer pursuant to Code
Sections 414(o), (n), (b), (c) or (m), will be eligible to participate in this
Plan in accordance with Section 16.12 of this Plan and on completion of the
eligibility requirements of Article III.

         3.02     Application for Participation.

Participation in the Plan is voluntary and shall be automatically commenced by
an Employee who has met the eligibility requirements of Section 3.01 as of any
Entry Date, however, in order to begin making Elective Deferrals contributions,
an eligible Employee must deliver a signed Contribution Agreement to the
Employer prior to his initial Entry Date on which he desires to begin making
contributions to the Plan or at such other time as determined by the
Administrator. If a Participant does not execute a Contribution Agreement
effective on his initial Entry Date, such Participant may execute a Contribution
Agreement at any time as provided in the first paragraph of Section 5.02(c).

         3.03     Participation Upon Re-Employment.

A Participant whose employment terminates and who is subsequently re-employed
shall re-enter the Plan as a Participant immediately on the date of his
re-employment. In the event that an Employee completes the eligibility
requirements of Section 3.01, but his employment terminates prior to becoming a
Participant and he is subsequently re-employed, such Employee shall be deemed to
have met the eligibility requirements as of the date of his re-employment and
shall become a Participant on the date of his re-employment; provided, however,
that if he is re-employed prior to the date he would have become a Participant
if his employment had not terminated, he shall become a Participant as of the
date he would have become a Participant if his employment had not terminated.
Any other Employee whose employment terminates and who is subsequently
reemployed shall become a Participant in accordance with the provisions of
Section 3.01.

                                       18
<PAGE>

         3.04     Authorized Leave of Absence.

A Participant on an Authorized Leave of Absence shall not be deemed to have
incurred a Break in Service, provided such Participant returns to the employ of
the Employer within thirty (30) days after such Authorized Leave of Absence
ends.

Notwithstanding the foregoing, if a Participant is on an Authorized Leave of
Absence due to qualified military service under Section 414(u) of the Code, such
Participant shall not be deemed to have incurred a Break in Service, provided
the Participant returns to the employ of the Employer within the later of (a)
thirty days after such Authorized Leave of Absence ends; or (b) within the time
prescribed in Section 414(u) of the Code and as such time frames are further set
forth in the Internal Revenue Service Revenue Procedure 96-49.

         3.05     Past Service with Former Employer.

Service with a predecessor Employer must be counted for purposes of the Plan if
the successor continues to maintain the Plan of the predecessor Employer.

         3.06     Omission of Eligible Employee.

IF, IN ANY PLAN YEAR, ANY EMPLOYEE WHO SHOULD BE INCLUDED AS A PARTICIPANT IN
THE PLAN IS ERRONEOUSLY OMITTED AND DISCOVERY OF SUCH OMISSION IS NOT MADE UNTIL
AFTER A CONTRIBUTION BY THE EMPLOYER FOR THE YEAR HAS BEEN MADE AND ALLOCATED,
THE EMPLOYER SHALL MAKE A SUBSEQUENT CONTRIBUTION WITH RESPECT TO THE OMITTED
EMPLOYEE IN THE AMOUNT WHICH THE EMPLOYER WOULD HAVE CONTRIBUTED HAD HE NOT BEEN
OMITTED. NOTWITHSTANDING ANY OTHER PROVISION OF THIS PLAN TO THE CONTRARY, SUCH
CONTRIBUTION SHALL BE MADE REGARDLESS OF WHETHER OR NOT IT IS DEDUCTIBLE IN
WHOLE OR IN PART IN ANY TAXABLE YEAR UNDER APPLICABLE PROVISIONS OF THE INTERNAL
REVENUE CODE BY SUCH EMPLOYER.

         3.07     Inclusion of Ineligible Employee.

If, in any Plan Year, any person who should not have been included as a
Participant in the Plan is erroneously included and discovery of such incorrect
inclusion is not made until after a contribution for the year has been made and
allocated, the Employer shall not be entitled to recover the contribution made
with respect to the ineligible person regardless of whether or not a deduction
is allowable with respect to such contribution. In such event, the amount
contributed with respect to the ineligible person shall constitute a forfeiture
(except for Elective Deferrals which shall be distributed to the ineligible
person) for the Plan Year in which the discovery is made.

                                       19
<PAGE>


                                   ARTICLE IV

                             Employer Contributions


         4.01     Employer Contributions.

The Employer may make Matching Contributions to the Plan in the form of shares
of Employer Securities in amounts determined by it in its discretion each Plan
Year; provided that any such Employer Contribution amount shall not exceed the
maximum amount deductible for Federal income tax purposes. Employer
Contributions shall be allocated to each Participant's Employer Contribution
Account as described in Section 4.07 and shall be vested as provided in Section
8.01.

The Employer's Contribution shall be paid to the Plan not later than the time
prescribed by law for filing the Employer's Federal income tax return (including
extensions) for the Employer's taxable year with respect to which a deduction
for the contribution is claimed.

         4.02     Matching Contributions for Elective Deferrals.

The Employer may make Matching Contributions to the Plan in the form of shares
of Employer Securities in amounts determined by it in its discretion each Plan
Year; provided that any such Matching Contributions amount shall not exceed the
maximum amount deductible for Federal income tax purposes. The Matching
Contributions shall be based upon each Participant's Elective Deferral
Contribution determined on a calendar monthly basis. The value of the Matching
Contribution shall be based on the value of the Employer Securities as
determined by the Company on a uniform and nondiscriminatory basis.

Such Matching Contributions shall be vested as provided in Section 8.01 and
shall be allocated to the Matching Contribution Account of all eligible
Participants who shall include any Participant regardless of the Participant's
Hours of Service.

Matching Contributions must be made by the Employer and allocated to the
Matching Contribution Account of a Participant monthly, provided, however, such
Matching Contributions shall be made no later than the time prescribed by law
for filing the Employer's Federal income tax return (including extensions) for
the taxable year with respect to which the Matching Contributions are made.

         4.03     Reserved.

         4.04     Form of Contribution.

Contributions made by the Employer shall be in cash.


                                       20

<PAGE>

         4.05     For Exclusive Benefit of Participants.

Any and all contributions made by the Employer to the Trust Fund, with the
exception contained in Section 4.08, shall be irrevocable and neither such
contributions nor any income therefrom shall be used for, nor diverted to,
purposes other than for the exclusive benefit of Participants or their
beneficiaries under the Plan.

         4.06     Limitations on Allocations.

(a) General Limitation. Notwithstanding any other provisions of this Plan, the
aggregate Annual Addition to a Participant's Account under this Plan and all
other defined contribution plans (as defined in Section 414(i) of the Code) of
the Employer covering such Participant shall not exceed the Maximum Permissible
Amount.

(b) Disposition of Excess Amount. The Employer shall not contribute an amount to
the Plan which would cause the Annual Addition to any Participant's Account to
exceed the Maximum Permissible Amount. Excess Amount, for purposes of this
Section shall mean the excess of the Participant's Annual Additions for the
Limitation Year over the Maximum Permissible Amount.

However, if the Annual Addition to any Participant's Account exceeds the Maximum
Permissible Amount due to allocation of forfeitures, a reasonable error in
estimating Compensation, a reasonable error in determining the amount of
Elective Deferrals (within the meaning of section 402(g)(3)) that may be made
with respect to any individual under the limits of Section 415 of the Code, or
under any other limited facts and circumstances as set forth by the
Commissioner, then any contributions made by the Participant for the Plan Year,
to the extent of the excess, shall be returned to the Participant. If, after
returning such contributions to the Participant, an excess still exists, such
excess shall be reallocated to all other eligible Participants in the same
manner that the initial allocation of the Employer Contribution was made. If an
excess cannot be reallocated to any Participant's Account without exceeding the
Maximum Permissible Amount, any amount that remains unallocated shall be held in
a holding account and administered as described in this Section 4.06.

The amount in such holding account shall be reallocated as an Employer
Contribution to the Accounts of Participants in the next Limitation Year and, if
necessary, in succeeding Limitation Years. No profits or losses attributable to
the assets of the Trust shall be allocated to such holding account. The Employer
shall not make any contributions to the Plan and the Plan shall not accept any
Participant contributions that would constitute Annual Additions until all
amounts held in such holding account are allocated to Participants' Accounts in
succeeding Limitation Years. Notwithstanding the foregoing, the otherwise
permissible Annual Addition for any Participant under this Plan may be further
reduced to the extent necessary, as determined by the Administrator, to prevent
disqualification of the Plan under Section 415 of the Code, which imposes
additional limitations on the benefits payable to Participants who also may be
participating in another tax qualified pension, profit sharing, savings or stock
bonus plan of the Employer. The Administrator shall advise affected Participants
of any such additional limitation on their Annual Additions.

                                       21
<PAGE>

(c) More than One Defined Contribution Plan.

This Section applies if, in addition to this Plan, the Participant is covered
under another qualified defined contribution plan maintained by the Employer, a
welfare benefit fund, as defined in Section 419(e) of the Code maintained by the
Employer, or an individual medical account, as defined in Section 415(1)(2) of
the Code, maintained by the Employer, which provides an Annual Addition during
any Limitation Year. If the Annual Additions with respect to the Participant
under other defined contribution plans and welfare benefit funds maintained by
the Employer are less than the Maximum Permissible Amount and the Employer
Contribution that would otherwise be contributed or allocated to the
Participant's Account under this Plan would cause the Annual Additions for the
Limitation Year to exceed this limitation, the amount contributed or allocated
will be reduced so that the Annual Additions under all such plans and funds for
the Limitation Year will equal the Maximum Permissible Amount. If the Annual
Additions with respect to the Participant under such other defined contribution
plans and welfare benefit funds in the aggregate are equal to or greater than
the Maximum Permissible Amount, no amount will be contributed or allocated to
the Participant's Account under this Plan for the Limitation Year. If as a
result of the allocation, a Participant's Annual Additions under this Plan and
such other plans would result in an excess amount for a Limitation Year, the
excess amount will be deemed to consist of the Annual Additions last allocated,
except that Annual Additions attributable to a welfare benefit fund or
individual medical account will be deemed to have been allocated first
regardless of the actual allocation date. If an Excess Amount was allocated to a
Participant on an allocation date of this Plan, which coincides with an
allocation date of another plan, the Excess Amount will be attributed as of such
date to this Plan.

(d) Defined Benefit/Defined Contribution Limitation.

If the Participant at any time participates, or has ever participated, under a
defined benefit plan maintained by the Employer, then the sum of the defined
benefit plan fraction and the defined contribution plan fraction for the
Participant for that Limitation Year must not exceed 1.0. To the extent
necessary to satisfy this limitation, the Employer will reduce its contribution
or allocation on behalf of the Participant to the defined contribution plan
under which the Participant participates and then, if necessary, the
Participant's Projected Annual Benefit under the defined benefit plan under
which the Participant participates.

This Section 4.06(d) is not applicable for Limitation Years beginning on or
after January 1, 2000.

(e) Definitions. For purposes of this Section 4.06, the following terms shall
mean:

         (i) Defined benefit plan fraction means the Projected Annual Benefit of
         the Participant under the defined benefit plan(s) (whether or not
         terminated) divided by the lesser of (1) 125% of the dollar limitation
         in effect under Section 415(b)(1)(A) of the Code for the Limitation
         Year, or (2) 140% of the Participant's average Compensation for his
         highest three (3) consecutive Years of Service.


                                       22
<PAGE>

         Notwithstanding the above, if the Participant was a Participant as of
         the first day of the first Limitation Year beginning after December 31,
         1986 in one or more defined benefit plans maintained by the Employer
         which were in existence on May 6, 1986, the dollar limitation used in
         the denominator of this fraction will not be less than the
         Participant's Current Accrued Benefit. A Participant's Current Accrued
         Benefit is the sum of the annual benefits under such defined benefit
         plans which the Participant had accrued as of the end of the 1986
         Limitation Year (the last Limitation Year beginning before January 1,
         1987), determined without regard to any change in the terms or
         conditions of the Plan made after May 5, 1986, and without regard to
         any cost of living adjustment occurring after May 5, 1986. This Current
         Accrued Benefit rule applies only if the defined benefit plans
         individually and in the aggregate satisfied the requirements of Section
         415 of the Code as in effect at the end of the 1986 Limitation Year.

         (ii) Defined contribution plan fraction means a fraction, the numerator
         of which is the sum of the Annual Additions to the Participant's
         Account under all the defined contribution plans (whether or not
         terminated) maintained by the Employer for the current and all prior
         Limitation Years (including the Annual Additions attributable to the
         Participant's nondeductible employee contributions to all defined
         benefit plans, whether or not terminated, maintained by the employer,
         and the Annual Additions attributable to all welfare benefits funds, as
         defined in Section 419(e) of the Code, and individual medical accounts,
         as defined in Section 415(1)(2) of the Code, maintained by the
         Employer), and the denominator of which is the sum of the Maximum
         Aggregate Amounts for the current and all prior Limitation Years of
         service with the Employer (regardless of whether a defined contribution
         plan was maintained by the Employer). The Maximum Aggregate Amount in
         any Limitation Year is the lesser of 125 percent of the dollar
         limitation determined under Sections 415(b) and (d) of the Code in
         effect under Section 415(c)(1)(A) of the Code or thirty-five percent
         (35%) of the Participant's Compensation for such year.

         If the Employee was a Participant as of the end of the first day of the
         first Limitation Year beginning after December 31, 1986, in one or more
         defined contribution plans maintained by the Employer which were in
         existence on May 6, 1986, the numerator of this fraction will be
         adjusted if the sum of this fraction and the defined benefit fraction
         would otherwise exceed 1.0 under the terms of this Plan. Under the
         adjustment, an amount equal to the product of (1) the excess of the sum
         of the fractions over 1.0 times (2) the denominator of this fraction,
         will be permanently subtracted from the numerator of this fraction. The
         adjustment is calculated using the fractions as they would be computed
         as of the end of the last Limitation Year beginning before January 1,
         1987, and disregarding any changes in the terms and conditions of the
         Plan made after May 5, 1986, but using the Section 415 limitation
         applicable to the first Limitation Year beginning on or after January
         1, 1987.

         The Annual Addition for any Limitation Year beginning before January 1,
         1987, shall not be recomputed to treat all Employee After-Tax
         Contributions as Annual Additions.

         (iii) Compensation, solely for purposes of this Section 4.06, shall
         mean Compensation as defined in Section 2.16.

                                       23
<PAGE>

         4.07     Allocation of Employer Contributions and Forfeitures.

(a) Eligibility for Allocation of Contributions. The Employer Contributions and
forfeitures (if forfeitures are allocated to Participant's Account pursuant to
Section 4.07(b)) to the Plan for each Plan Year, if any, shall be allocated to
the Employer Contribution Account of eligible Participants who shall include any
Participant who is employed on the last day of the Plan Year.

(b) Forfeiture Allocation.

 Forfeitures shall first be made available to reinstate previously forfeited
account balances of reemployed Participants, if any, pursuant to Article VIII.
The remaining forfeitures, if any, shall be used to reduce the Employer
Contribution for the current or subsequent Plan Year in which such forfeiture
occurs.

(c) Employer Contribution Allocation.

Floating Integration Allocation Method - Option 1. Employer Contributions, for
the Plan Year shall be allocated to each eligible Participant's Employer
Contribution Account as follows:

Step One: Any Employer Contributions will be allocated simultaneously in
accordance with this paragraph. The simultaneous allocation must result in an
equal allocation percent not to exceed the maximum disparity rate, of each
Participant's total Compensation and of each Participant's Excess Compensation;
where the maximum disparity rate is equal to the lesser of 5.7%, or the
applicable percentage determined in accordance with the table below:

                  Integration Level                       Maximum Disparity Rate

         Not exceeding the greater of $10,000 or
         20% of the Taxable Wage Base                              5.7%

         More than 20% but not more than
         80% of the Taxable Wage Base                              4.3%

         More than 80% but less than
         100% of the Taxable Wage Base                             5.4%

         100% of the Taxable Wage Base                             5.7%.

The allocation based on a Participant's total Compensation is the same ratio
that the Participant's total Compensation bears to the total Compensation of all
such eligible Participants. The allocation based on a Participant's Excess
Compensation is the same ratio that each Participant's Excess Compensation bears
to the Excess Compensation received by all such eligible Participants.

                                       24
<PAGE>

Step Two: Any Employer Contributions remaining after the allocation in Step One
will be allocated in the ratio that each Participant's total Compensation bears
to the total Compensation received by all such eligible Participants.

Provided, however, if the Plan is Top-Heavy, Employer Contributions for the Plan
Year will be allocated to each Participant's Employer Contribution Account as
follows:

Step One: Any Employer Contributions will be allocated in the ratio that each
Participant's total Compensation bears to the total Compensation by all such
Participants, but not in excess of 3% of each Participant's total Compensation.

Step Two: Any Employer Contributions remaining after the allocation in Step One
will be allocated in the ratio that each Participant's Excess Compensation bears
to the Excess Compensation received by all such eligible Participants, but not
in excess of three percent (3%) of each Participant's Excess Compensation.

Step Three: Any Employer Contributions remaining after the allocation in Step
Two will be allocated simultaneously in accordance with this paragraph. The
simultaneous allocation must result in an equal allocation percent not to exceed
the maximum disparity rate, of each Participant's Compensation and of each
Participant's Excess Compensation; Where the maximum disparity rate is equal to
the lesser of 2.7%, or the applicable percentage determined in accordance with
the table below:

                  Integration Level                       Maximum Disparity Rate

         Not exceeding the greater of $10,000 or
         20% of the Taxable Wage Base                              2.7%

         More than 20% but not more than
         80% of the Taxable Wage Base                              1.3%

         More than 80% but less than
         100% of the Taxable Wage Base                             2.4%

         100% of the Taxable Wage Base                             2.7%.

THE ALLOCATION BASED ON A PARTICIPANT'S TOTAL COMPENSATION IS THE SAME RATIO
THAT THE PARTICIPANT'S TOTAL COMPENSATION BEARS TO THE TOTAL COMPENSATION OF ALL
SUCH ELIGIBLE PARTICIPANTS. THE ALLOCATION BASED ON A PARTICIPANT'S EXCESS
COMPENSATION IS THE SAME RATIO THAT EACH PARTICIPANT'S EXCESS COMPENSATION BEARS
TO THE EXCESS COMPENSATION RECEIVED BY ALL SUCH ELIGIBLE PARTICIPANTS.

Step Four: Any Employer Contributions remaining after the allocation in Step
Three will be allocated in the ratio that each Participant's total Compensation
bears to the total Compensation received by all such eligible Participants.

                                       25
<PAGE>

(d) Correction of Allocations.

Notwithstanding the above, if the Plan would otherwise fail to meet the
requirements of Section 410(b)(1) of the Code and the Regulations thereunder
because Employer Contributions have not been allocated to a sufficient number or
percentage of employees for a Plan Year, then the following rules shall apply:

         (I) THE GROUP OF PARTICIPANTS ELIGIBLE TO SHARE IN THE EMPLOYER
         CONTRIBUTION AND FORFEITURES (IF FORFEITURES ARE ALLOCATED TO
         PARTICIPANTS UNDER SECTION 4.07(B) OF THIS PLAN) FOR THE PLAN YEAR
         SHALL BE EXPANDED TO INCLUDE THE MINIMUM NUMBER OF PARTICIPANTS WHO
         WOULD NOT OTHERWISE BE ELIGIBLE AS ARE NECESSARY TO SATISFY THE
         APPLICABLE TEST SPECIFIED ABOVE. THE SPECIFIC EMPLOYEES WHO SHALL
         BECOME ELIGIBLE TO PARTICIPATE UNDER THE TERMS OF THIS SECTION 4.07(D)
         SHALL BE THOSE WHO ARE ACTIVELY EMPLOYED ON THE LAST DAY OF THE PLAN
         YEAR AND WHO HAVE COMPLETED THE GREATEST NUMBER OF HOURS OF SERVICE IN
         THE PLAN YEAR.

         (II) IF AFTER APPLICATION OF PARAGRAPH (I) ABOVE, THE APPLICABLE TEST
         IS STILL NOT SATISFIED, THEN THE GROUP OF PARTICIPANTS ELIGIBLE TO
         SHARE IN THE EMPLOYER CONTRIBUTION AND FORFEITURES (IF FORFEITURES ARE
         ALLOCATED TO PARTICIPANTS UNDER SECTION 4.07(B)) FOR THE PLAN YEAR
         SHALL BE FURTHER EXPANDED TO INCLUDE THE MINIMUM NUMBER OF EMPLOYEES
         WHO ARE NOT ACTIVELY EMPLOYED ON THE LAST DAY OF THE PLAN YEAR AS ARE
         NECESSARY TO SATISFY THE APPLICABLE TEST. THE SPECIFIC EMPLOYEES WHO
         SHALL BECOME ELIGIBLE TO SHARE SHALL BE THOSE EMPLOYEES NOT EMPLOYED ON
         THE LAST DAY OF THE PLAN YEAR WHO HAVE COMPLETED THE GREATEST NUMBER OF
         HOURS OF SERVICE IN THE PLAN YEAR BEFORE TERMINATING EMPLOYMENT.

Nothing in this Section 4.07(d) shall permit the reduction of a Participant's
accrued benefit. Therefore any amounts that have previously been allocated to
Participants may not be reallocated to satisfy these requirements. In such
event, the Employer shall make an additional contribution equal to the amount
such affected Participants would have received had they been included in the
allocations, even if it exceeds the amount which would be deductible under
Section 404 of the Code.

         4.08     Return of Contributions.

ALL CONTRIBUTIONS MADE BY THE EMPLOYER ARE MADE FOR THE EXCLUSIVE BENEFIT OF THE
PARTICIPANTS AND THEIR BENEFICIARIES. NOTWITHSTANDING THE FOREGOING, EFFECTIVE
AS OF DECEMBER 22, 1987, AMOUNTS CONTRIBUTED TO THE TRUST BY THE EMPLOYER
PURSUANT TO THIS ARTICLE IV SHALL BE RETURNED TO THE EMPLOYER UNDER THE
CIRCUMSTANCES AND SUBJECT TO THE LIMITATIONS SET FORTH HEREIN:

                                       26
<PAGE>

(a) Disallowance of Deduction. To the extent that a Federal income tax deduction
is disallowed for any contribution made by the Employer, the Trustee shall
refund to the Employer the amount of such contribution disallowed within one (1)
year of the date of such disallowance upon presentation of evidence of
disallowance.

(b) Denial of Initial Qualification. In the event that the Commissioner of
Internal Revenue determines that the Plan is not initially qualified under the
Code, any contribution made incident to that initial qualification by the
Employer must be returned to the Employer within one (1) year after the date the
initial qualification is denied, but only if the application for the
qualification is made by the time prescribed by law for filing the Employer's
return for the taxable year in which the Plan is adopted, or such later date as
the Secretary of the Treasury may prescribe.

(c) Mistake of Fact. Any contribution made by the Employer because of a mistake
shall be returned to the Employer within one (1) year of the contribution.
























                                       27
<PAGE>



                                    ARTICLE V

                            Participant Contributions


         5.01     Employee After-Tax Contributions.

         Employee After-Tax Contributions to the Plan are not permitted.

         5.02     Elective Deferral Contributions.

(a) Amount. Each Participant may, but shall not be required to, authorize the
Employer to deduct and withhold from such Participant's Compensation a
percentage thereof of such Employee's Compensation and to contribute such amount
to the Trust Fund on a before-tax basis, subject to the limitation of Section
5.04. A Participant may also make a special salary deferral election of one
hundred percent (100%) of any bonus. Such Elective Deferral Contribution shall
be held in the Participant's Elective Deferral Account and shall be fully vested
and non-forfeitable at all times.

In no event may the Participant authorize such deduction of less than or in
excess of the maximum and minimum percent as determined by the Employer each
Plan Year under rules uniformly applicable to all Participants.

In no event, however, will a Participant be permitted to make a contribution for
any year to the extent that the portion of his contribution which counts (for
ceiling purposes) as an Annual Addition to all of his accounts in all individual
account plans with the Employer, when added to the Employer Contributions,
Matching Contributions, and forfeitures credited to his Account, causes the
Annual Additions to his Account to exceed the Maximum Permissible Amount.

(b) Deposits. Amounts withheld shall be contributed to the Trustee on the
earliest day that the funds can be segregated but in no event later than the
fifteenth (15th) day of the month following the month in which the contributions
were withheld. All contributions shall be made no later than thirty (30) days
following the close of the Plan Year with respect to which the contribution was
made. Contributions shall be credited to a Participant's Elective Deferral
Account upon receipt by the Trustee.

(c) Contribution Agreement. An initial Contribution Agreement shall be effective
as soon as administratively reasonable after the date the Employee is first
eligible to participate, provided it is filed with the Employer and shall remain
in effect until a new Contribution Agreement is filed with the Employer. If a
Participant does not execute a Contribution Agreement effective on his initial
Entry Date, such Participant may execute a Contribution Agreement at any time
after such initial Entry Date and such Contribution Agreement shall be effective
as soon as administratively reasonable after the executed Contribution Agreement
is filed with the Employer.

                                       28
<PAGE>

A Contribution Agreement is automatically suspended by the Employer for twelve
(12) months following receipt by the Participant of a hardship distribution made
under this Plan and any other plan of the Employer qualified under Section
401(a) of the Code.

A Contribution Agreement may be revoked at any time, provided that any
revocation shall be effective on the first day of any calendar quarter next
following the date the revocation is filed with the Employer.

A Contribution Agreement may be modified at any time, provided that any
modification shall be effective on the first day of any calendar quarter next
following the date the modification is filed with the Employer.

The Employer may amend or terminate any Contribution Agreement on written notice
to the Participant if the Employer determines such amendment or termination of
the Contribution Agreement is necessary to meet the nondiscrimination provisions
of Code Section 401(k) and/or 401(m) or in order to meet other limitations or
requirements of the Code. Additionally, Employee After-Tax Contributions to this
Plan are automatically suspended by the Employer for twelve (12) months
following receipt by the Participant of a hardship distribution made under this
Plan and any other plan of the Employer qualified under Section 401(a) of the
Code.

(d) Tax Treatment. In accordance with Section 401(k) of the Code, all amounts
withheld from a Participant's Compensation and contributed to such Participant's
Elective Deferral Account shall not be included in the gross income of the
Participant for Federal income tax purposes and shall be deemed for tax purposes
to be an Employer Contribution to the Plan.

         5.03     Reserved.

         5.04     Annual Elective Deferral Limitation.

In no event may the sum of the Employee Elective Deferrals withheld under the
Contribution Agreement plus any supplemental withholding on behalf of any
Participant to the Plan (or to any other plan maintained by the Employer) exceed
the dollar limitation contained in Section 402(g) of the Code, (Section 402(g)
Limit) as adjusted annually, for any taxable year of the Participant. If the
Employer determines that the Elective Deferrals of any Employee for a calendar
year would exceed the Section 402(g) Limit for the calendar year, the Employer
shall not make any additional Elective Deferrals with respect to that Employee
for the remainder of such calendar year, shall pay in cash to the Employee any
amounts which would cause the Elective Deferrals to exceed the Section 402(g)
Limit, and the Trustee shall distribute the amount in excess of the Section
402(g) Limit (the Excess Elective Deferrals), as adjusted for allocable income
or loss, no later than April 15 of the following year. The Employer or the
Trustee shall determine the amount of income or loss allocable to the Employee's
Excess Elective Deferrals in a manner similar to the allocable income or loss
determination described in Section 6.02(c) for Excess Contributions, except the
Employer or Trustee shall make the determination with reference to the income or
loss allocable to such Elective Deferrals and with reference to the Employee's
taxable year rather than the Plan Year; provided, however, that no income or
loss attributable to such excess for the period from the end of the Plan Year to
the date of return need be calculated for a distribution adjustment. If the
Trustee distributes the Excess Elective Deferrals by the appropriate April 15,
it may make the distribution irrespective of any other provision under this Plan
or the Code.

                                       29
<PAGE>

If an Employee participates in another plan under which he makes Elective
Deferrals pursuant to Section 401(k) of the Code, Elective Deferrals under a
simplified employee pension, or salary reduction contributions to a tax
sheltered annuity, irrespective of whether the Employee maintains the other
plan, the Employee may assign to this Plan any Excess Elective Deferrals made
during a taxable year of the Participant by providing the Employer a written
claim for excess deferrals made for a calendar year. The eligible Employee must
submit the claim no later than the April 15 following the close of the
individual's taxable year and the claim shall specify the amount of the
Employee's Elective Deferrals under this Plan which are excess deferrals. If the
Employer receives a timely claim, it shall direct the Trustee to distribute to
the Employee the excess deferral, as adjusted for allocable income or loss,
which the Employee has assigned to this Plan in accordance with the distribution
procedure described in the immediately preceding paragraph.

Notwithstanding the above, a Participant is deemed to have notified the Plan of
the Excess Elective Deferrals to the extent the Participant has Excess Elective
Deferrals for the taxable year by taking into account only Elective Deferrals
under this Plan and other Plans of the Employer.

Matching Contributions which relate to Excess Elective Deferrals which are
distributed pursuant to this Section 5.04 shall be forfeited.














                                       30

<PAGE>

                                   ARTICLE VI

                           Non-Discrimination Testing


         6.01     Actual Deferral Percentage Test.

(a) Current Year Testing - ADP Test. The ADP tests as set forth in (i) and (ii)
below, will be applied by comparing the current Plan Year's ADP for Participants
who are Highly Compensated Employees with the current Plan Year's ADP for
Participants who are Nonhighly Compensated Employees. Once made, this election
can only be undone if the Plan meets the requirements for changing to prior year
testing set forth in Notice 98-1 (or superseding guidance).

         (i) The ADP for a Plan Year for Participants who are Highly Compensated
         Employees for the Plan Year shall not exceed the ADP for Participants
         who are Nonhighly Compensated Employees for the Plan Year multiplied by
         1.25; or

         (ii) The ADP for Participants who are Highly Compensated Employees for
         the Plan Year shall not exceed the ADP for Participants who are
         Nonhighly Compensated Employees for the Plan Year multiplied by 2.0,
         provided that the ADP for Participants who are Highly Compensated
         Employees does not exceed the ADP for Participants who are Nonhighly
         Compensated Employees in the Plan Year by more than two (2) percentage
         points.

(b) Special Rules. The following rules shall apply for purposes of the ADP test:

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

         (ii) In the event that this Plan satisfies the requirements of Sections
         401(k), 401(a)(4), or 410(b) of the Code only if aggregated with one or
         more other plans, or if one or more other plans satisfy the
         requirements of such sections of the Code only if aggregated with this
         Plan, then this Section 6.01 shall be applied by determining the ADP of
         Employees as if all such plans were a single plan. For Plan Years
         beginning after December 31, 1989, plans may be aggregated in order to
         satisfy section 401(k) of the Code only if they have the same Plan Year
         and use the same ADP testing method. Any adjustments to the Nonhighly
         Compensated Employee ADP for the prior year will be made in accordance
         with Notice 98-1 and any superseding guidance, unless the Employer has
         elected to use the current year testing method.

                                       31
<PAGE>

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

         (iv) The Employer shall maintain records sufficient to demonstrate
         satisfaction of the ADP test and the amount of Qualified Employer
         Contributions used in such test.

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

         (vi) A Participant is a Highly Compensated Employee for a particular
         Plan Year if he or she meets the definition of a Highly Compensated
         Employee in effect for that Plan Year. Similarly, a Participant is a
         Nonhighly Compensated Employee for a particular Plan Year if he or she
         does not meet the definition of a Highly Compensated Employee in effect
         for that Plan Year.

         (vii) A Matching Contribution that is forfeited to correct Excess
         Aggregate Contributions, or because the contribution to which it
         relates is treated as an Excess Contribution, Excess Elective Deferral,
         or Excess Aggregate Contribution, is not taken into account in
         satisfaction of the ADP test.

         6.02     Excess Contributions.

(a) Distribution. Notwithstanding any other provision of this Plan, Excess
Contributions, plus any income and minus any loss allocable thereto, shall be
distributed no later than the last day of each Plan Year to Participants to
whose accounts such Excess were allocated for the preceding Plan Year. Excess
Contributions are allocated to the Highly Compensated Employees with the largest
amounts of contributions taken into account in calculating the ADP test for the
year in which the excess arose, beginning with the Highly Compensated Employee
with the largest amount of such contributions and continuing in descending order
until all the Excess Contributions have been allocated. For purposes of the
preceding sentence, the largest amount is determined after distribution of any
Excess Deferrals. If such excess amounts are distributed more than two and
one-half (2 1/2) months after the last day of the Plan Year in which such excess
amounts arose, a ten percent (10%) excise tax will be imposed on the Employer
maintaining the plan with respect to such amounts. Such distributions shall be
made to Highly Compensated Employees on the basis of the respective portions of
the Excess Contributions attributable to each of such Employees.

(b) Accounting. Excess Contributions shall be distributed from the Participant's
Elective Deferral Account and Qualified Employer Contribution Account (if
applicable) in proportion to the Participant's Elective Deferrals and Qualified
Employer Contributions (to the extent used in the ADP test) for the Plan Year.
Excess Contributions (including the amounts recharacterized as provided in
Section 6.03) shall be treated as Annual Additions under the Plan.

                                       32
<PAGE>

(c) Determination of Income or Loss. Excess Contributions shall be adjusted for
any income or loss up to the date of distribution; provided, however, that no
income or loss attributable to such excess for the period from the end of the
Plan Year to the date of return need be calculated for a distribution
adjustment. The Plan will use a reasonable method for computing the income or
loss applicable to Excess Contributions, provided that the method used will be
consistent for all Participants and for all corrective distributions under the
Plan for the Plan Year.

         6.03     Reserved.

         6.04     Actual Contribution Percentage Test.

(a) ACP Test - Current Year Testing. The ACP tests set forth in (i) and (ii)
below will be applied by comparing the current Plan Year's ACP for Participants
who are Highly Compensated Employees for each Plan Year with the current Plan
Year's ACP for Participants who are Nonhighly Compensated Employees. Once made,
this election can only be undone if the Plan meets the requirements for changing
to prior year testing set forth in Notice 98-1 (or superseding guidance).

         (i) The ACP for a Plan Year for Participants who are Highly Compensated
         Employees for the Plan Year shall not exceed the ACP for Participants
         who are Nonhighly Compensated Employees for the Plan Year multiplied by
         1.25; or

         (ii) The ACP for a Plan Year for Participants who are Highly
         Compensated Employees for the Plan Year shall not exceed the lesser of
         (a) the ACP for Participants who are Nonhighly Compensated Employees
         for the Plan Year multiplied by two (2), or (b) the ACP for
         Participants who are Nonhighly Compensated Employees in the Plan Year
         plus two (2) percentage points.

(b) Special Rules. The following rules shall apply for purposes of the ACP test:

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

                                       33
<PAGE>

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

         (iii) In the event that this Plan satisfies the requirements of
         Sections 401(m), 401(a)(4) or 410(b) of the Code only if aggregated
         with one or more other plans, or if one or more other plans satisfy the
         requirements of such Sections of the Code only if aggregated with this
         Plan, then this Section shall be applied by determining the
         Contribution Percentage Amount of Employees as if all such plans were a
         single plan. Any adjustments to the Nonhighly Compensated Employee ACP
         for the prior year will be made in accordance with Notice 98-1 and any
         superseding guidance, unless the Employer has elected to use the
         current year testing method. For plans years beginning after December
         31, 1989, plans may be aggregated in order to satisfy Section 401(m) of
         the Code only if they have the same Plan Year and use the same ACP
         testing method.

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

         (v) The Employer shall maintain records sufficient to demonstrate
         satisfaction of the ACP test and the amount of Qualified Employer
         Contributions used in such test.

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

         (vii) A Participant is a Highly Compensated Employee for a particular
         Plan Year if he or she meets the definition of a Highly Compensated
         Employee in effect for that Plan Year. Similarly, a Participant is a
         Nonhighly Compensated Employee for a particular Plan Year if he or she
         does not meet the definition of a Highly Compensated Employee in effect
         for that Plan Year.

                                       34

<PAGE>

         6.05     Excess Aggregate Contributions.

(a) Distribution. Notwithstanding any other provision of this Plan, Excess
Aggregate Contributions, plus any income and minus any loss allocable thereto,
shall be forfeited, if forfeitable, or if not forfeitable, distributed no later
than the last day of each Plan Year to Participants to whose Accounts such
Excess Aggregate Contributions were allocated for the preceding Plan Year.
Excess Aggregate Contributions are allocated to the Highly Compensated Employees
with the largest Contribution Percentage Amounts taken into account in
calculating the ACP test for the year in which the excess arose, beginning with
the Highly Compensated Employee with the largest amount of such Contribution
Percentage Amounts and continuing in descending order until all the Excess
Aggregate Contributions have been allocated. For purposes of the preceding
sentence, the largest amount is determined after distribution of any Excess
Contributions. If such Excess Aggregate Contributions are distributed more than
two and one-half (2 1/2) months after the last day of the Plan Year in which
such excess amounts arose, a ten percent (10%) excise tax will be imposed on the
Employer maintaining the plan with respect to those amounts. Excess Aggregate
Contributions shall be treated as Annual Additions under the Plan.

(b) Accounting. Excess Aggregate Contributions shall be forfeited, if
forfeitable or distributed on a prorata basis from the Participant's Employee
After-Tax Contribution Account, Matching Contribution Account, and Qualified
Employer Contribution Account (and, if applicable, Elective Deferral Account).
Forfeitures of Excess Aggregate Contributions shall be applied to reduce
Employer Contributions.

(c) Determination of Income or Loss. Excess Aggregate Contributions shall be
adjusted for any income or loss up to the date of distribution; provided,
however, that no income or loss attributable to such excess for the period from
the end of the Plan Year to the date of return need be calculated for a
distribution adjustment. The Plan will use a reasonable method for computing the
income or loss applicable to Excess Aggregate Contributions, provided that the
method used will be consistent for all Participants and for all corrective
distributions under the Plan for the Plan Year.

         6.06     Qualified Employer Contributions.

Effective for Plan Years beginning after December 31, 1986, the Employer may
elect to treat all or a part of its Matching Contributions and its Employer
Contributions as Qualified Employer Contributions for purposes of meeting the
ADP test or ACP tests and as necessary to meet the nondiscrimination tests
described in this Article VI. Qualified Employer Contributions shall be
allocated to Nonhighly Compensated and Highly Compensated Participants'
Qualified Employer Contribution Account (and which such Contributions may be
allocated to some Plan Participants but not others) in an amount sufficient to
pass the test and such contributions shall be fully vested and nonforfeitable at
all times. The Employer, at the time such contributions are made, will designate
whether these contributions are qualified non-elective contributions or
qualified matching contributions.

                                       35
<PAGE>

ADDITIONALLY, THE EMPLOYER MAY MAKE ADDITIONAL CONTRIBUTIONS TO THE PLAN WHICH
THE EMPLOYER DESIGNATES AS QUALIFIED EMPLOYER CONTRIBUTIONS FOR PURPOSES OF
MEETING THE ADP OR ACP TESTS. SUCH CONTRIBUTIONS WILL BE ALLOCATED TO NONHIGHLY
COMPENSATED PARTICIPANTS' QUALIFIED EMPLOYER CONTRIBUTION ACCOUNT (AND WHICH
SUCH CONTRIBUTIONS MAY BE ALLOCATED TO SOME PLAN PARTICIPANTS BUT NOT OTHERS) IN
AN AMOUNT SUFFICIENT TO PASS THE TEST AND SUCH CONTRIBUTIONS SHALL BE FULLY
VESTED AND NONFORFEITABLE AT ALL TIMES.

In applying the requirements set forth in Code Sections 401(k)(3)(A)(ii),
401(m)(2), 410(b) and 401(a)(4), the Employer may, at its option, utilize such
testing procedures as may be permitted under Code Sections 401(a)(4), 401(k),
401(m) or 410(b), including without limitation, (i) aggregation of the Plan with
one or more other qualified plans, (ii) restructuring of the Plan into one or
more component plans, (iii) inclusion of qualified matching contributions,
qualified nonelective contributions or Elective Deferrals described in, and
meeting the requirements of, Code Regulations under Code Sections 401(k) and
401(m) to any other qualified plan of the Employer, or (iv) any permissible
combination thereof.

The provisions of this Section 6.06 may not be used for purposes of meeting the
nondiscrimination tests described in this Article VI if the Employer elects to
use the Prior Year Testing method as described in Section 6.01(a) and/or
6.04(a).

         6.07     Reserved.

         6.08     Reserved.

         6.09     Reserved.

         6.10     Reserved.











                                       36
<PAGE>

                                   ARTICLE VII

                                    Accounts


         7.01     Valuation of Trust Fund.

 The Trustee, as of the Valuation Date, shall determine the net worth of the
assets of the Trust Fund, and shall report such values to the Administrator in
writing. In determining such net worth, the Trustee shall evaluate the assets of
the Trust Fund at their fair market values as of such Valuation Date, and shall
deduct all expenses for which the Trustee has not yet obtained reimbursement
from the Employer and/or the Trust Account as set forth in Section 11.09. Such
valuation shall not include any Employer or Participant contributions or
forfeitures as of such Valuation Date.

         7.02     Adjustment of Accounts.

 The Administrator shall direct, as of the Valuation Date, before allocation of
forfeitures and Employer or Participant contributions on that date, an
adjustment to the net credit balance in each Participant Account upward or
downward, so that the total of the net credit balances of each such Account will
equal the net worth of the Trust Fund as of such date. The net credit balance of
the Trust Fund shall be allocated to each Participant's Account in the ratio
that the Account of each Participant at the beginning of the Plan Year bears to
the total of such Participant Account balances at the beginning of the Plan
Year. Employer contributions, forfeitures, and Participant contributions shall
then be allocated.

         7.03     Reserved.

         7.04     Direction by Participants.

To the extent that a Participant's Account balance may permit, and subject to
such Regulations as may be issued, a Participant or other beneficiary may direct
the investment of his Account as described in Section 11.03. All dividends,
interest and expenses thereon shall be credited to his Account in lieu of the
procedure described in Section 7.02.

         7.05     Annual Report.

The Trustee shall furnish each Participant a written report regarding the value
of his Accounts within a reasonable period of time after each Valuation Date.





                                       37
<PAGE>

                                  ARTICLE VIII

                                     Vesting


         8.01     Vesting Requirements.

(a) Fully Vested Accounts. A Participant's interest in his Elective Deferral
Account, Rollover Account, Qualified Employer Contribution Account, and his
Matching Contribution Account shall be fully vested and nonforfeitable at all
times.

(b) Accelerated Vesting. A Participant's interest in his Employer Contribution
Account shall be fully vested and nonforfeitable upon the first to occur of:
attainment of Normal Retirement Age, death while actively employed by the
Employer, Disability while actively employed by the Employer, and attainment of
Early Retirement Date

 (c) Other Vesting. Except as provided in (a) or (b) above, a Participant's
interest in his Employer Contribution Account and shall vest in accordance with
the following schedule:

                      Years of Service               Vesting Percentage

                          less than 1                        0%
                                1                           25%
                                2                           50%
                                3                           75%
                                4 or more                  100%.

         8.02     Years of Service.

All of a Participant's Years of Service with the Employer are counted to
determine the vesting percentage in such Participant's Employer Contribution
Account except as described below.

(a) Reserved.

(b) Reemployment After Break in Service (Vesting) for an Hours Counting Plan.

         (i) A former Participant who had a nonforfeitable right to any portion
         of his Account upon separation shall receive credit for all Years of
         Service earned prior to separation, upon the former Participant's
         reemployment, but only after completing one (1) Year of Service after
         reemployment.

         (ii) A former Participant who did not have a nonforfeitable right to
         any portion of his Account at the time of separation shall receive
         credit for Years of Service prior to the separation, but only if (A) he
         completes a Year of Service after reemployment, and (B) the number of
         consecutive one (1) year Breaks in Service is less than the greater of
         (1) five (5) (however, prior service will be disregarded for
         Participants who incurred a one (1) year Break in Service prior to the
         first day of the first Plan Year beginning in 1985), or (2) the
         aggregate number of Years of Service before the separation.

                                       38
<PAGE>

         (iii) Notwithstanding paragraphs (i) and (ii) above, if the Participant
         is vested at termination but less than 100% vested, the Plan will
         disregard service prior to the Break in Service for purposes of
         calculating the vested percentage of the Participant's Account balance
         before the Break in Service if:

                  (A) A Participant terminates employment and receives a
                  distribution from the Plan of his or her entire nonforfeitable
                  benefits; and

                  (B) The benefit distributed was less than or equal to $3,500
                  (or in Plan Years beginning after August 5, 1997, was less
                  than or equal to $5,000) or the Participant affirmatively
                  elected to receive the distribution. For distributions made
                  after March 22, 1999, the Company is not required to look back
                  to determine if the Account balance ever exceeded $3,500 (or
                  $5,000, if applicable). For distributions made on or after
                  March 28, 2005, all references to $5,000 are changed to
                  $1,000; and

                  (C) The Participant is later reemployed; then, Years of
                  Service under Article VIII shall exclude Years of Service
                  credited prior to the Participant's termination of employment.
                  If the distribution was less than the Participant's entire
                  nonforfeitable benefit, then the exclusion of Years of Service
                  in the previous sentence does not apply.

         (iv) Notwithstanding paragraphs (i) and (ii) above, if a former
         Participant incurs five (5) consecutive one (1) year Breaks in Service
         (only a one (1) year Break in Service applies, if it was completed
         prior to the first day of the Plan Year beginning in 1985) and is later
         reemployed, then Years of Service credited after reemployment shall be
         disregarded in computing the nonforfeitable percentage of benefits
         earned prior to the separation.

         (v) If a Participant incurs a separation and is reemployed prior to
         completing five (5) consecutive one (1) year Breaks in Service (only a
         one (1) year Break in Service applies if it was completed prior to the
         first day of the Plan Year beginning in 1985), then the Participant
         shall receive credit for Years of Service credited after reemployment
         (with respect to prior benefits) under the following procedure:

                  (A) The Employer shall contribute to an account for the
                  benefit of the Participant the amount the Participant
                  forfeited at the close of the Plan Year in which the
                  separation occurred.

                  (B) The Participant's nonforfeitable percentage in this
                  account shall be determined by counting Years of Service
                  credited subsequent to reemployment and prior to the
                  separation (but only if Years of Service prior to separation
                  are not disregarded under paragraph (vi) below.

                                       39
<PAGE>

         (vi) If a Participant receives a distribution from the Plan when the
         Participant is less than one hundred percent (100%) vested in his
         Account and the Participant is later reemployed, then the following
         applies:

                  (A) If the Participant repays the full amount of the
                  distribution to the Plan within the earlier of five (5) years
                  from the date of reemployment or the close of the first period
                  of five (5) consecutive one (1) year Breaks in Service
                  commencing after the distribution then:

                           (1) The Plan will accept this repayment into an
                           account for the benefit of the Participant.

                           (2) If the Plan is required to count service
                           subsequent to reemployment under paragraph (iv)
                           above, then the Plan shall consolidate into a single
                           account the repaid distribution plus any forfeitures
                           the Employer was required to place in an account for
                           the benefit of the Participant.

                           (3) The vested percentage of this account shall be
                           computed using Years of Service credited prior to
                           separation and after reemployment. In no event will
                           the vested amount in this account immediately after
                           its creation be less than the amount of the repaid
                           distribution.

                  (B) If the Participant does not repay the distribution within
                  the five (5) year period described in subparagraph (A) above,
                  then Years of Service credited prior to separation are
                  disregarded.

         8.03     Forfeitures.

(a) General Rule. If a Participant terminates his employment before his Account
is fully vested, the unvested portions thereof shall be deemed forfeited as of
the earlier of the date of the distribution of the vested portion of such
Account to such Participant or after five (5) consecutive one (1) year Breaks in
Service.

Provided, however, such forfeitures shall be held in the Suspense Account and
shall be allocated as provided in Section 4.07(b) as of the end of the Plan Year
coincident with or next following five (5) consecutive one (1) year Breaks in
Service. A forfeiture may only occur if the Participant has received a cashout
distribution from the Plan or if the Participant incurs five one-year Breaks in
Service. If a benefit is forfeited because the Participant or beneficiary cannot
be located, such benefit will be reinstated if a claim is made by the
Participant or beneficiary.

(b) Deemed Cash-Out for Some Participants. For purposes of this Section 8.03, if
the Participant is zero percent (0%) vested in his Employer Contribution Account
then the Participant shall be deemed to have received a distribution of his
vested Account balance as of the date of his separation from service. However,
if a Participant is reemployed prior to incurring five (5) consecutive one (1)
year Breaks in Service, then such Participant's forfeitures shall be restored as
if the Participant had repaid such forfeited amount.

                                       40
<PAGE>

(c) No Forfeiture for Withdrawal of Employee After-Tax Contributions. No
forfeitures will occur solely as a result of an Employee's withdrawal of
Employee After-Tax Contributions or Qualified Voluntary Employee Contributions.

 (D) REDUCTION OF BENEFIT. EFFECTIVE AUGUST 5, 1997, NOTWITHSTANDING ANYTHING IN
THIS PLAN TO THE CONTRARY, A PARTICIPANT'S BENEFITS UNDER THE PLAN MAY BE
REDUCED TO SATISFY THE PARTICIPANT'S LIABILITY TO THE PLAN DUE TO THE
PARTICIPANT'S CONVICTION OF A CRIME INVOLVING THE PLAN, A JUDGMENT, CONSENT
ORDER OR DECREE IN AN ACTION FOR VIOLATION OF FIDUCIARY STANDARDS, OR A
SETTLEMENT INVOLVING THE DEPARTMENT OF LABOR OR THE PENSION BENEFITS GUARANTY
CORPORATION. NOTHING IN THIS PARAGRAPH SHALL BE CONSTRUED TO AFFECT THE SURVIVOR
ANNUITY REQUIREMENTS WITH RESPECT TO DISTRIBUTIONS FROM THE PLAN TO THE
PARTICIPANT. IF A PARTICIPANT'S BENEFITS UNDER THE PLAN ARE REDUCED AS STATED IN
THIS PARAGRAPH, SUCH REDUCTION SHALL COMPLY WITH ALL REQUIREMENTS OF SECTION
15.02 OF THE TAXPAYER RELIEF ACT OF 1997.



















                                       41

<PAGE>

                                   ARTICLE IX

                               Payment of Benefits


         9.01     Payable Events.

Subject to the provisions of this Article IX, a Participant's entire vested
Account shall be payable to him, or in the event of his death to his
beneficiary, upon the first to occur of his termination of employment by reason
of his death, Disability, retirement, or other separation from service in
accordance with this Article IX.

Notwithstanding anything contained herein to the contrary, in the event the
value of the Participant's vested Account exceeds $3,500 (or at the time of any
prior distributions exceeded $3,500), no distribution shall be made prior to the
date the Participant attains (or would have attained if not deceased) the later
of Normal Retirement Age or age 62 without the Participant's written consent and
the written consent of the Participant's Spouse, if required. Failure to consent
shall be deemed to defer commencement of payment of any amount until Participant
reaches Normal Retirement Age. For Plan Years beginning after August 5, 1997,
all references in this paragraph to $3,500 are changed to $5,000. For
distributions made after March 22, 1999, the Company is not required to look
back to determine if the Account balance ever exceeded $3,500 (or $5,000, if
applicable). For distributions made on or after March 28, 2005, all references
to $5,000 are changed to $1,000.

A Participant's Account shall be payable to an alternate payee at such times as
may be specified in a Qualified Domestic Relations Order.

IN NO EVENT MAY ANY DISTRIBUTION OF A PARTICIPANT'S ELECTIVE DEFERRAL ACCOUNT OR
QUALIFIED EMPLOYER CONTRIBUTION ACCOUNT BE DISTRIBUTED TO SUCH PARTICIPANT
BEFORE HIS DEATH, RETIREMENT, DISABILITY, TERMINATION OF EMPLOYMENT OR
ATTAINMENT OF AGE 59 1/2 EXCEPT AS PROVIDED IN SECTIONS 9.10 AND 9.11 AND 9.12.

(a) Normal Retirement Benefits. When a Participant attains his Normal Retirement
Age, all amounts then credited to such Participant's Account shall become 100%
vested and nonforfeitable and, if the Participant elects to terminate
employment, benefits shall be payable as of the Participant's Normal Retirement
Date in the form described in Section 9.02, unless the Participant or Spouse (if
spousal consent is required under this Plan) has chosen an optional form of
payment under Section 9.04.

(b) Deferred Retirement Benefits. In the event a Participant remains in the
service of the Employer after his Normal Retirement Age, he shall nonetheless
continue to have contributions and forfeitures allocated to his Account and
participation in the Plan shall continue until his actual termination of
employment at which time benefits shall be payable as of the date he elects to
retire in the form described in Section 9.02 unless the Participant or Spouse
(if spousal consent is required under this Plan) has chosen an optional form of
payment under Section 9.04 or, if provided herein at Section 9.11, and at the
Participant's election, benefits will be payable at the Participant's attainment
of Normal Retirement Age while the Participant is still employed by the
Employer.

                                       42
<PAGE>

(c) Early Retirement Benefits. When a Participant attains his Early Retirement
Age and elects to terminate employment, all amounts then credited to such
Participant's Account shall become 100% vested and nonforfeitable and benefits
shall be payable as of the Participant's Early Retirement Date in the form
described in Section 9.02, unless the Participant or Spouse (if spousal consent
is required under this Plan) has chosen an optional form of payment under
Section 9.04. If a Participant separates from service with the Employer before
satisfying the age requirement for early retirement, the Participant shall be
entitled to elect an early retirement benefit upon satisfaction of such age
requirement.

(d) Disability Retirement Benefits. In the event of termination of employment
with the Employer due to a Participant's Disability, all amounts then credited
to such Participant's Account shall become 100% vested and nonforfeitable and
benefits shall be payable as of the Date of Disability determination in the form
described in Section 9.02, unless the Participant or Spouse (if spousal consent
is required under this Plan) has chosen an optional form of payment under
Section 9.04.

(e) Pre-Retirement Death Benefits. In the event of the Participant's death
before the Annuity Starting Date, all amounts then credited to such
Participant's Account shall become 100% vested and nonforfeitable in the event
such death occurred while the Participant was employed by the Employer and shall
become payable in the form described in Section 9.03, unless the Participant or
Spouse (if spousal consent is required under this Plan) has chosen an optional
form of payment under Section 9.04. Such benefits shall be payable to the
beneficiary designated by the Participant pursuant to Section 9.08 and such
beneficiary may elect to have such benefits distributed within a reasonable
period after the Participant's death.

(f) Termination Benefits. Upon the Participant's termination of employment with
the Employer for reasons other than death, Disability or retirement the amounts
then credited and vested in such Participant's Account shall become payable as
of the Participant's termination of employment date and shall be paid in the
form described in Section 9.02, unless the Participant or Spouse (if spousal
consent is required under this Plan) has chosen an optional form of payment
under Section 9.04.

         9.02     Normal Form of Benefit.

The Participant's vested Account shall be payable in one lump sum payment in
cash or in property.

Notwithstanding any other provision of this Plan, effective as of the date the
Plan document is signed farthest below, this Plan does not offer a Qualified
Joint and Survivor, Pre-Retirement Survivor Annuity or an Annuity form of
distribution, and the normal form of benefit under this Plan is one lump sum
payment in cash or in property. However, this provision shall not apply to any
Participant or Beneficiary with respect to any distribution with an Annuity
Starting Date that is earlier than the date this amendment is adopted.

                                       43
<PAGE>

The Plan does not offer a Qualified Joint and Survivor Annuity.

         9.03     Pre-Retirement Death Benefit.

NOTWITHSTANDING ANY OTHER PROVISION OF THIS PLAN, THE AVAILABILITY OF A
QUALIFIED PRE-RETIREMENT SURVIVOR ANNUITY AND/OR ANNUITY FORM OF DISTRIBUTION IS
LIMITED AS PROVIDED IN SECTION 9.02.

THE PARTICIPANT'S VESTED ACCOUNT SHALL BE PAYABLE IN ONE LUMP SUM PAYMENT IN
CASH OR IN PROPERTY. THE PLAN DOES NOT OFFER A QUALIFIED PRE-RETIREMENT SURVIVOR
ANNUITY.

         9.04     Optional Forms of Benefit.

         Notwithstanding any other provision of this Plan, the availability of a
Qualified Joint and Survivor Annuity and/or annuity form of distribution is
limited as provided in Section 9.02. Notwithstanding any other provision of this
Plan, effective as of the date the Plan document is signed farthest below, this
Plan does not offer partial withdraws, payment in monthly, quarterly,
semi-annual, or annual cash installments, purchase of or providing an annuity
forms of distribution. This provision shall not apply to any Beneficiary with
respect to any distribution with an Annuity Starting Date that is earlier than
the date this provision is adopted.

         9.05     Determination of Amount.

For purposes of this Article IX, except as provided in Section 7.03, if
applicable, the value of the Participant's Account shall be determined as of the
Valuation Date coincident with or immediately preceding the date the
Participant's vested Account is distributed.

         9.06     Time of Payment.

         Unless the Participant or Spouse elects otherwise or the distribution
is otherwise deferred, any benefits authorized by Section 9.01 shall commence as
soon as administratively reasonable after the Valuation Date following the date
the Participant's vested Account becomes payable as provided in Section 9.01.

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

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

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

         (3) the Participant terminates service with the Employer.

                                       44
<PAGE>

If a distribution is one to which Sections 401(a)(11) and 417 of the Internal
Revenue Code do not apply, such distribution may commence less than 30 days
after the notice required under Code Section 417(a)(3) is given, provided that:

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

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

If Code Sections 401(a)(11) and 417 apply, a Participant may elect (with any
applicable spousal consent) to waive any requirement that the written
explanation described in Code Section 417(a)(3)(A) be provided at least 30 days
before the Annuity Starting Date if the distribution commences more than 7 days
after such explanation is provided.

         9.07     Reserved.

         9.08     Beneficiary Designation and Consent of Spouse.

The beneficiary of any benefit payable upon the death of a married Participant
shall be the Participant's Spouse. The beneficiary of any benefit payable upon
the death of an unmarried Participant shall be the beneficiary(ies) designated
by the Participant under procedures established by the Administrator.

The Participant may designate a beneficiary other than his Spouse if:

(a) the Spouse consents in writing to such beneficiary designation, or

(b) the Participant has no Spouse, or

(c) the Spouse cannot be located.

In such event, the designation of a beneficiary shall be made on a form
satisfactory to the Administrator. A Participant may, with the written consent
of his Spouse, at any time revoke his designation of a beneficiary or change his
beneficiary by filing written notice of such revocation or change with the
Administrator. Any consent by the Participant's Spouse to any beneficiary
designation must be irrevocable, in writing, must acknowledge the effect of such
beneficiary designation and the specific non-Spouse beneficiary, and be
witnessed by a Plan representative or a notary public.

Provided, however, that in the event any Participant becomes divorced or any
Participant's marriage is dissolved, any designation of beneficiary pre-existing
such event is hereby revoked except as provided in a Qualified Domestic
Relations Order as described in Section 414(p) of the Code.

                                       45
<PAGE>

In the event no valid designation of beneficiary exists at the time of the
Participant's death, the Participant shall be deemed to have designated the
following as his beneficiaries, listed in the order of their priority: (1) his
Spouse, (2) his children and children of deceased children, per stirpes, and (3)
his estate.

In the event a designated beneficiary under a valid beneficiary designation
cannot be located, then the amounts due to a Participant shall be forfeited to
the Trust until such time as the designated beneficiary makes a valid claim for
benefits.

         9.09     Mandatory  Distributions.

Notwithstanding anything to the contrary, the Plan shall be administered to
comply with the minimum distributions requirements of Code Section 401(a)(9) and
the regulations thereunder. For non-5 percent owners, the Required Beginning
Date is April 1 of the calendar year following later of the calendar year in
which the Participant retires, or the April 1 of the calendar year following the
calendar year in which the Participant attains age 70-1/2. The Required
Beginning Date for a Participant who is a 5-percent owner (as described in
Section 416(i) of the Code) is April 1 of the calendar year following the
calendar year in which the Participant attains age 70-1/2.

Any elections previously offered to any Participant concerning distributions
upon their Required Beginning Date will be honored.

Effective January 1, 2001, notwithstanding the foregoing paragraphs, with
respect to distributions under the Plan made for calendar years beginning on or
after January 1, 2001, the Plan will apply the minimum distribution requirements
of Section 401(a)(9) of the Code in accordance with the regulations under
Section 401(a)(9) that were proposed on January 17, 2001, notwithstanding any
provision of the Plan to the contrary. This amendment shall continue in effect
until the end of the last calendar year beginning before the effective date of
the final regulations under Section 401(a)(9) or such other date as may be
specified in guidance published by the Internal Revenue Service.

For required minimum distributions for calendar years beginning with the 2003
calendar year, the Participant's entire interest will be distributed, or begin
to be distributed, to the Participant no later than the Participant's Required
Beginning Date. If the Participant dies before distributions begin, the
Participant's entire interest will be distributed, or begin to be distributed,
no later than as follows:

      (a)   If the Participant's surviving Spouse is the Participant's sole
            designated beneficiary, then, except as provided in this Article,
            distributions to the surviving Spouse will begin by December 31 of
            the calendar year immediately following the calendar year in which
            the Participant died, or by December 31 of the calendar year in
            which the Participant would have attained age 70-1/2, if later.

                                       46
<PAGE>

      (b)   If the Participant's surviving Spouse is not the Participant's sole
            designated beneficiary, then, except as provided in this Article,
            distributions to the designated beneficiary will begin by December
            31 of the calendar year immediately following the calendar year in
            which the Participant died.

      (c)   If there is no designated beneficiary as of September 30 of the year
            following the year of the Participant's death, the Participant's
            entire interest will be distributed by December 31 of the calendar
            year containing the fifth anniversary of the Participant's death.

      (d)   If the Participant's surviving Spouse is the Participant's sole
            designated beneficiary and the surviving Spouse dies after the
            Participant but before distributions to the surviving Spouse begin,
            this Section, other than (a) above, will apply as if the surviving
            Spouse were the Participant.

For purposes of this Section, distributions are generally considered to begin on
the Participant's Required Beginning Date. If (d) above applies, distributions
are considered to begin on the date distributions are required to begin to the
surviving Spouse under (a) above. If distributions under an annuity purchased
from an insurance company irrevocably commence to the Participant before the
Participant's Required Beginning Date (or to the Participant's surviving Spouse
before the date distributions are required to begin to the surviving Spouse
under (a) above), the date distributions are considered to begin is the date
distributions actually commence.

Unless the Participant's interest is distributed in the form of an annuity
purchased from an insurance company or in a single sum on or before the Required
Beginning Date, as of the first distribution calendar year distributions will be
made in accordance with the remainder of this Section. If the Participant's
interest is distributed in the form of an annuity purchased from an insurance
company, distributions thereunder will be made in accordance with the
requirements of Section 401(a)(9) of the Code and the Treasury Regulations.

During the Participant's lifetime, the minimum amount that will be distributed
for each distribution calendar year is the lesser of:

      (a)   the quotient obtained by dividing the Participant's Account balance
            by the distribution period in the Uniform Lifetime Table set forth
            in Section 1.401(a)(9)-9 of the Treasury regulations, using the
            Participant's age as of the Participant's birthday in the
            distribution calendar year; or

      (b)   if the Participant's sole designated beneficiary for the
            distribution calendar year is the Participant's Spouse, the quotient
            obtained by dividing the Participant's account balance by the number
            in the Joint and Last Survivor Table set forth in Section
            1.401(a)(9)-9 of the Treasury regulations, using the Participant's
            and Spouse's attained ages as of the Participant's and Spouse's
            birthdays in the distribution calendar year.

Required minimum distributions will be determined beginning with the first
distribution calendar year and up to and including the distribution calendar
year that includes the Participant's date of death.

                                       47
<PAGE>

If the Participant dies on or after the date distributions begin and there is a
designated beneficiary, the minimum amount that will be distributed for each
distribution calendar year after the year of the Participant's death is the
quotient obtained by dividing the Participant's Account balance by the longer of
the remaining life expectancy of the Participant or the remaining life
expectancy of the Participant's designated beneficiary, determined as follows:

      (a)   The Participant's remaining life expectancy is calculated using the
            age of the Participant in the year of death, reduced by one for each
            subsequent year.

      (b)   If the Participant's surviving Spouse is the Participant's sole
            designated beneficiary, the remaining life expectancy of the
            surviving Spouse is calculated for each distribution calendar year
            after the year of the Participant's death using the surviving
            Spouse's age as of the Spouse's birthday in that year. For
            distribution calendar years after the year of the Spouse's death,
            the remaining life expectancy of the surviving Spouse is calculated
            using the age of the surviving Spouse as of the Spouse's birthday in
            the calendar year of the Spouse's death, reduced by one for each
            subsequent calendar year.

      (c)   If the Participant's surviving Spouse is not the Participant's sole
            designated beneficiary, the designated beneficiary's remaining life
            expectancy is calculated using the age of the beneficiary in the
            year following the year of the Participant's death, reduced by one
            for each subsequent year.

If the Participant dies on or after the date distributions begin and there is no
designated beneficiary as of September 30 of the year after the year of the
Participant's death, the minimum amount that will be distributed for each
distribution calendar year after the year of the Participant's death is the
quotient obtained by dividing the Participant's Account balance by the
Participant's remaining life expectancy calculated using the age of the
Participant in the year of death, reduced by one for each subsequent year.

Except as provided in this Article, if the Participant dies before the date
distributions begin and there is a designated beneficiary, the minimum amount
that will be distributed for each distribution calendar year after the year of
the Participant's death is the quotient obtained by dividing the Participant's
Account balance by the remaining life expectancy of the Participant's designated
beneficiary.

If the Participant dies before the date distributions begin and there is no
designated beneficiary as of September 30 of the year following the year of the
Participant's death, distributions of the participant's entire interest will be
completed by December 31 of the calendar year containing the fifth anniversary
of the Participant's death.

If the Participant dies before the date distributions begin, the Participant's
surviving Spouse is the Participant's sole designated beneficiary, and the
surviving Spouse dies before distributions are required to begin to the
surviving Spouse under this Section will apply as if the surviving Spouse were
the Participant.

                                       48
<PAGE>

Required minimum distributions for 2002 under this Article will be determined as
follows. If the total amount of the 2002 required minimum distributions under
the Plan made to the distributee prior to the effective date of this Article
equals or exceeds the required minimum distributions determined under this
Article, then no additional distributions will be required to be made for 2002
on or after such date to the distributee. If the total amount of 2002 required
minimum distributions under the Plan made to the distributee prior to the
effective date of this Article is less than the amount determined under this
Article, then required minimum distributions for 2002 on and after such date
will be determined so that the total amount of required minimum distributions
for 2002 made to the distributee will be the amount determined under this
Article.

Notwithstanding the other provisions of this Article, distributions may be made
under a designation made before January 1, 1984, in accordance with Section
242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the
provisions of the Plan that relate to Section 242(b)(2) of TEFRA.

For purposes of this Section,

      (a)   "Designated beneficiary" means the individual who is designated as
            the beneficiary under Section 8.08 of the Plan and is the designated
            beneficiary under Section 401(a)(9) of the Internal Revenue Code and
            Section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations.

      (b)   "Distribution calendar year" means a calendar year for which a
            minimum distribution is required. For distributions beginning before
            the Participant's death, the first distribution calendar year is the
            calendar year immediately preceding the calendar year which contains
            the Participant's Required Beginning Date. For distributions
            beginning after the Participant's death, the first distribution
            calendar year is the calendar year in which distributions are
            required to begin as set forth in the fourth full paragraph of this
            Section 8.09. The required minimum distribution for the
            Participant's first distribution calendar year will be made on or
            before the Participant's required beginning date. The required
            minimum distribution for other distribution calendar years,
            including the required minimum distribution for the distribution
            calendar year in which the Participant's required beginning date
            occurs, will be made on or before December 31 of that distribution
            calendar year.

      (c)   "Life expectancy" means life expectancy as computed by use of the
            Single Life Table in Section 1.401(a)(9)-9 of the Treasury
            regulations.

      (d)   "Participant's Account balance" means the Account balance as of the
            last Valuation Date in the calendar year immediately preceding the
            distribution calendar year (valuation calendar year) increased by
            the amount of any contributions made and allocated or forfeitures
            (if any), allocated to the Account balance as of dates in the
            valuation calendar year after the Valuation Date and decreased by
            distributions made in the valuation calendar year after the
            Valuation Date. The Account balance for the valuation calendar year
            includes any amounts rolled over or transferred to the Plan either
            in the valuation calendar year or in the distribution calendar year
            if distributed or transferred in the valuation calendar year.

                                       49
<PAGE>

The beneficiary of any benefit payable upon the death of a married Participant
shall be the Participant's Spouse. The beneficiary of any benefit payable upon
the death of an unmarried participant shall be the beneficiary(ies) designated
by the Participant under procedures established by the Administrator.

The Participant may designate a beneficiary other than his Spouse if:

(a) the Spouse consents in writing to such beneficiary designation, or

(b) the Participant has no Spouse, or

(c) the Spouse cannot be located.

In such event, the designation of a beneficiary shall be made on a form
satisfactory to the Administrator. A Participant may, with the written consent
of his Spouse, at any time revoke his designation of a beneficiary or change his
beneficiary by filing written notice of such revocation or change with the
Administrator. Any consent by the Participant's Spouse to any beneficiary
designation must be irrevocable, in writing, must acknowledge the effect of such
beneficiary designation and the specific non-Spouse beneficiary, and be
witnessed by a Plan representative or a notary public.

Provided, however, that in the event any Participant becomes divorced or any
Participant's marriage is dissolved, any designation of beneficiary pre-existing
such event is hereby revoked except as provided in a Qualified Domestic
Relations Order as described in Section 414(p) of the Code.

In the event no valid designation of beneficiary exists at the time of the
Participant's death, the Participant shall be deemed to have designated the
following as his beneficiaries, listed in the order of their priority: (1) his
Spouse, (2) his children and children of deceased children, per stirpes, and (3)
his estate.

In the event a designated beneficiary under a valid beneficiary designation
cannot be located, then the amounts due to a Participant shall be forfeited to
the Trust until such time as the designated beneficiary makes a valid claim for
benefits.

         9.10     Hardship Distributions.

Distribution of Elective Deferrals (and earnings thereon accrued as of December
31, 1988) and all other accounts under this Plan (excluding the Qualified
Employer Contribution Account) may be made to a Participant in the event of
hardship. For the purposes of this Section, hardship is defined as an immediate
and heavy financial need of the Employee where such distribution is necessary
because the Employee lacks other available resources. Hardship distributions are
subject to the Spousal consent requirements contained in Sections 401(a)(11) and
417 of the Code.

                                       50
<PAGE>

         Hardship shall be determined based on the following rules:

(a) The following are the only financial needs considered immediate and heavy:
deductible medical expenses (within the meaning of Section 213(d) of the Code)
of the Employee, the Employee's Spouse, children, or dependents (as dependents
are defined in Section 152 of the Code) or necessary for these persons to obtain
medical care described in Section 213(d) of the Code; the purchase (excluding
mortgage payments) of a principal residence for the Employee; payment of tuition
and room and board expense for the next twelve (12) months of post-secondary
education for the Employee, the Employee's Spouse, children or dependents; or
the need to prevent the eviction of the Employee from, or a foreclosure on the
mortgage of, the Employee's principal residence.

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

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

         (ii) All plans maintained by the Employer provide that the Employee's
         Elective Deferrals (and Employee After-Tax Contributions) will be
         suspended for twelve (12) months after the receipt of the hardship
         distribution as provided for under this Plan at Sections 5.01(c) and
         5.02(c).

         (iii) The distribution is not in excess of the amount of an immediate
         and heavy financial need including the amount needed to pay taxes and
         penalties thereon reasonably anticipated to result from the
         distribution, if requested; and

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

         9.11     In-Service Distributions.







                                       51

<PAGE>

AT THE ELECTION OF THE PARTICIPANT, AMOUNTS THEN CREDITED TO THE PARTICIPANT'S
ACCOUNT, TO THE EXTENT THEN VESTED, MINUS THE AMOUNT REPRESENTED BY EMPLOYER
CONTRIBUTIONS MADE IN THE TWO (2) YEARS IMMEDIATELY PRECEDING THE YEAR OF
DISTRIBUTION MAY BE DISTRIBUTED TO THE PARTICIPANT AT SUCH TIME AS THE
PARTICIPANT SHALL HAVE ATTAINED THE AGE OF 59 1/2. IN NO EVENT MAY THE ELECTIVE
DEFERRAL ACCOUNT OR THE QUALIFIED EMPLOYER CONTRIBUTION ACCOUNT BE DISTRIBUTED
AS AN IN-SERVICE DISTRIBUTION EXCEPT AS MAY BE PROVIDED BELOW IN THIS SECTION
9.11 AT AGE 59 1/2, IF APPLICABLE AND/OR AS PROVIDED UNDER THE HARDSHIP
DISTRIBUTION PROVISIONS OF THIS PLAN AT SECTION 9.10, IF APPLICABLE.

In the event that the Administrator makes such a distribution, the Participant
shall continue to be eligible to participate in the Plan on the same basis as
any other Employee. Any distribution made pursuant to this Section shall be made
in a manner consistent with this Article IX, including, but not limited to, all
notice and consent requirements of Sections 411(a)(11) and 417 of the Code and
the Regulations thereunder, if applicable under this Plan.

In the event any assets are transferred to this Plan from a money purchase
pension plan, due to a merger, spin-off or trustee-to-trustee transfer, such
money purchase pension plan assets are not available for in-service distribution
under this Section.

         9.12     Other Distributable Amounts.

Effective for Plan Years beginning after December 31, 1984 and in addition to
the provisions of Section 9.01, a Participant's Elective Deferral Account or
Qualified Employer Contribution Account may be distributed only upon the
occurrence of any of the following events:

(a) Termination of the Plan without the establishment of another defined
contribution plan, other than an employee stock ownership plan (as defined in
Code Section 4975(e)(7)), simplified employee pension plan (as defined in Code
Section 408(k) or a SIMPLE IRA Plan (as defined in Code Section 408(p).

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

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

         9.13     Location of Participant or Beneficiary Unknown.

                                       52
<PAGE>

In the event that all, or any portion, of the distribution payable to a
Participant or his Beneficiary hereunder shall, if distributable as an
involuntary cash-out or otherwise, at the later of the Participant's attainment
of age 62 or his Normal Retirement Age, remain unpaid solely by reason of the
inability of the Administrator, after sending a registered letter, return
receipt requested, to the last known address, and after further diligent effort,
to ascertain the whereabouts of such Participant or his Beneficiary, the amount
so distributable may be treated as a forfeiture pursuant to the Plan. In the
event a Participant or Beneficiary is located subsequent to his benefit being
reallocated, such benefit shall be restored unadjusted for earnings or losses.























                                       53


<PAGE>


                                    ARTICLE X

                   Named Fiduciary Powers and Responsibilities


         10.01    Allocation of Responsibility.

The Named Fiduciary shall have only those specific powers, duties,
responsibilities, and obligations as are specifically given them under the Plan.

(a) The Company shall have the sole responsibility for making the contributions
provided for hereunder and shall have the sole authority to appoint and remove
the Trustee, the Administrator, and any Investment Manager which may be provided
for under the Plan; to formulate the Plan's funding policy and method; and to
amend or terminate, in whole or in part, the Plan.

The Company is authorized under this Plan to voluntarily correct operational
failures as permitted by the provisions of the Administrative Policy Regarding
Self-Correction or such other self-correction programs as provided by the
Internal Revenue Service and/or the Department of Labor.

(b) The Administrator shall have the responsibility for the administration of
the Plan, which responsibility is specifically described in the Plan including
the responsibility to construe any question of Plan interpretation, subject to
the provisions of Section 10.02.

(c) The Trustee shall have the sole responsibility of management of the assets
held under the Trust, except those assets, the management of which has been
assigned to an Investment Manager, who shall be solely responsible for the
management of the assets assigned to it, all as specifically provided in the
Plan.

(d) Each Named Fiduciary warrants that any directions given, information
furnished, or action taken by it shall be in accordance with the provisions of
the Plan, authorizing or providing for such direction, information or action.
Furthermore, each Named Fiduciary may rely upon any such direction, information
or action of another Named Fiduciary as being proper under the Plan, and is not
required under the Plan to inquire into the propriety of any such direction,
information or action. It is intended under the Plan that each Named Fiduciary
shall be responsible for the proper exercise of its own powers, duties,
responsibilities and obligations under the Plan. No Named Fiduciary shall
guarantee the Trust Fund in any manner against investment loss or depreciation
in asset value. Any person or group may serve in more than one fiduciary
capacity.

         10.02    Discretionary Authority.

In accordance with Section 503 of Title I of ERISA, the Named Fiduciary under
the Plan has complete authority to make all determinations, whether factual or
otherwise, regarding eligibility and to review all denied claims for benefits
under the Plan. In exercising its fiduciary responsibilities, the Named
Fiduciary shall have absolute discretionary authority to determine whether and
to what extent Participants and beneficiaries are eligible to participate or are
entitled to benefits, and to construe disputed or doubtful Plan terms. The Named
Fiduciary shall be deemed to have properly exercised such authority unless it
has abused its discretion hereunder by acting arbitrarily and capriciously.

                                       54
<PAGE>

                                   ARTICLE XI

                       Trustee Powers and Responsibilities


         11.01    Basic Responsibilities.

The Trustee shall have the following categories of responsibilities:

(a) Consistent with the funding policy and method determined by the Company, to
invest (subject to Participant direction of investment), manage, and control the
Plan assets subject, however, to the direction of any Investment Manager
appointed to manage all or a portion of the assets of the Plan;

(b) At the direction of the Administrator, to pay benefits required under the
Plan to be paid to Participants, or, in the event of their death, to their
beneficiaries;

(c) To maintain records of receipts and disbursements and furnish to the
Employer, and/or Administrator, for each Fiscal Year a written annual report
pursuant to Section 11.10.

         11.02    Investment Powers and Duties.

(a) The Trustee shall invest and reinvest the Trust Fund to keep the Trust Fund
invested without distinction between principal and income and in such securities
or property, real or personal, wherever situated, as the Trustee shall deem
advisable, including, but not limited to, stocks, common or preferred, bonds and
mortgages, mutual funds, common trust funds including common trust funds and
collective funds of the Trustee and/or any of its affiliates or other fiduciary
and/or any of its affiliates, collective investment funds, and group annuity or
deposit administration contracts and other evidences of indebtedness or
ownership, and real estate or any interest therein. The Trustee shall at all
times in making investments of the Trust Fund consider, among other factors, the
short and long-term financial needs of the Plan on the basis of information
furnished by the Employer. In making such investments, the Trustee shall not be
restricted to securities or other property of the character expressly authorized
by the applicable law for trust investments; however, the Trustee shall give due
regard to any limitations imposed by the Code or ERISA so that at all times the
Plan may qualify as a qualified 401(k) profit sharing plan and trust.

By way of illustration but not limitation, the Trustee may invest the funds of
the Trust in such securities and properties as it may determine and shall not be
restricted by any applicable laws prescribing forms of property which may be
held or acquired by a Trustee.

The Trustee may purchase Qualifying Employer Securities or Qualifying Employer
Real Property from the Employer or from any other source. All such purchases
must be made at fair market values.

                                       55
<PAGE>

(b) The Trustee may employ a bank or trust company pursuant to the terms of its
usual and customary bank agency agreement, under which the duties of such bank
or trust company shall be of a custodial, clerical and recordkeeping nature.

(c) Reserved.

         11.03    Participant Direction.

Each Participant (and any Employee who rolls an Eligible Rollover Distribution
into this Plan if pursuant to Section 11.05(a) an Employee is eligible to make
an Eligible Rollover Distribution into this Plan) may elect to direct the
investment of his Account in any of the alternative investment funds established
by the Trustee as part of the overall Trust Fund.

PROVIDED, HOWEVER, A PARTICIPANT MAY ONLY ELECT TO DIRECT INVESTMENT WITH
RESPECT TO HIS ELECTIVE DEFERRAL ACCOUNT.

A Participant may elect to direct investments with respect to all current or
future contributions or with respect to his accumulated balance. If the
Participant does not direct the Trustee on how to invest the Account (or a
portion of the Account), the Trustee will invest it as it deems appropriate in
its sole and absolute discretion as determined by the funding policy of the
Plan, until such time as the Participant elects to direct the investment of his
Account or portion thereof.

A Participant must submit written instructions to the Trustee for every change
in selection of investments.

All charges and fees related to an individual Participant's investment
activities may be charged to the Participant's Account as set forth in Section
11.09.


The Participant may change investment selection daily.

If a Participant has elected to direct the investment of his Account and a
tender offer is made for any shares of stock held in the Participant's Account,
the Participant shall make the decision as to whether to tender the shares by
submitting timely written instructions to the Trustee.

         11.04    Investment Manager.

The Company may appoint an Investment Manager and shall designate the portion of
the Trust Fund to be managed by the Investment Manager. The Investment Manager
shall direct the Trustee in the exercise of any of the powers described in
Section 11.02(a). However, the Investment Manager may not direct investment in
securities issued by the Employer, an Affiliate, the Trustee or any entity
related through common ownership to the Trustee.

         11.05    Rollover Contributions.

                                       56

<PAGE>

An individual may transfer to the Plan all or a portion of an Eligible Rollover
Distribution, as defined below, provided the following conditions are met:

(a) such individual is an Employee, including an Employee who has not met the
eligibility requirements of Section 3.01;

(b) the amount transferred to the Plan is transferred within sixty (60) days of
the date such individual received the Eligible Rollover Distribution;

(c) the amount transferred to the Plan does not include any voluntary
contributions made by such individual to the prior plan;

Additionally, amounts transferred to this Plan as an Eligible Rollover
Distribution from an individual retirement account must be from a conduit
individual retirement account that has no assets other than assets which (1)
were previously distributed to the Employee by another qualified plan as a
lump-sum distribution, (2) were eligible for tax-free rollover to a qualified
plan and (3) were deposited in such conduit individual retirement account within
sixty (60) days of receipt thereof and other than earnings on said assets.

The Administrator shall determine whether a proposed transfer to the Plan meets
with the above requirements. Amounts so transferred to the Plan shall be
credited to such individual's Rollover Account which shall be fully vested and
nonforfeitable at all times.

The Administrator may direct that Employee transfers made after a Valuation Date
be segregated into a separate account for each Participant in a federally
insured savings account, certificate of deposit in a bank or savings and loan
association, money market certificate, other short term debt security or other
prudent investment acceptable to the Trustee until such time as the allocations
pursuant to this Plan have been made, at which time they may remain segregated
or be invested as part of the general Trust fund, as directed by the Trustee.

Notwithstanding any provisions 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 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.

Definitions.

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; the portion of any distribution
that is not includible in gross income (determined without regard to the
exclusion for net unrealized appreciation with respect to employer securities);
and any hardship distributions made after December 31, 1999 as described in Code
Section 401(k)(2)(B)(i)(IV)).

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<PAGE>

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.

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.

Direct Rollover: A direct rollover is a payment by the plan to the Eligible
Retirement Plan specified by the Distributee.

         11.06    Trustee to Trustee Transfers.

The Administrator may accept and receive assets in the form of cash or property
(if property is a form of benefit accepted under this Plan) transferred directly
to the Plan by a trustee of another employee benefit plan qualified under
Sections 401(a), 403(b) and 401(d) of the Code. The Administrator shall
determine whether a proposed transfer to the Plan meets with the above
requirements. Amounts so transferred to the Plan shall be credited to a Rollover
Account which shall be fully vested and nonforfeitable at all times.

The Trustee shall accept and receive assets only with respect to Employees,
including Employees who have not met the eligibility requirements of Section
3.01.

Provided, however, the Administrator shall not accept assets from the trustee of
another employee benefit plan which is required to provide benefits in the form
of a Qualified Joint and Survivor Annuity or a Qualified Pre-Retirement Survivor
Annuity pursuant to Section 401(a)(11) of the Code. This paragraph will apply in
all circumstances where a Trustee-to-Trustee transfer occurs from a plan which
provides that the normal form of benefit is a Qualified Joint and Survivor
Annuity or Qualified Pre-Retirement Survivor Annuity.

The Administrator may direct the Trustee to transfer the vested balance of a
Participant's Account directly to a trustee of another employee benefit plan
qualified under Section 401(a) of the Code.

 The Trustee will not accept a trustee-to-trustee transfer to this Plan of an
amount attributable to voluntary after-tax contributions made by an individual
to another employee benefit plan qualified under the Code.

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<PAGE>

         11.07    Other Powers.

The Trustee, in addition to all powers and authorities under common law,
statutory authority, including ERISA, and other provisions of the Plan,
including but not limited to, the funding policy and method determined by the
Company, and subject to the powers of the Administrator and any Participant
shall have the following powers and authorities, to be exercised in the
Trustee's sole discretion:

(a) To purchase, or subscribe for, any securities or other property and to
retain the same. In conjunction with the purchase of securities, margin accounts
may be opened and utilized;

(B) TO SELL, EXCHANGE, CONVEY, TRANSFER, GRANT OPTIONS TO PURCHASE, OR OTHERWISE
DISPOSE OF ANY SECURITIES OR OTHER PROPERTY HELD BY THE TRUSTEE, BY PRIVATE
CONTRACT OR AT PUBLIC AUCTION. NO PERSON DEALING WITH THE TRUSTEE SHALL BE BOUND
TO SEE TO THE APPLICATION OF THE PURCHASE MONEY OR TO INQUIRE INTO THE VALIDITY,
EXPEDIENCY, OR PROPRIETY OF ANY SUCH SALE OR OTHER DISPOSITION, WITH OR WITHOUT
ADVERTISEMENT;

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

 (d) To keep such portion of the Trust Fund in cash or cash balances as the
Trustee may, from time to time, deem to be in the best interests of the Plan,
without liability for interest thereon;

 (e) To accept and retain for such time as the Trustee may deem advisable any
securities or other property received or acquired as Trustee hereunder, whether
or not such securities or other property would normally be purchased as
investments hereunder;

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

(g) To settle, compromise, or submit to arbitration any claims, debts, or
damages due or owing to or from the Plan, to commence or defend suits or legal
or administrative proceedings, and to represent the Plan in all suits and legal
and administrative proceedings;

(h) To employ suitable agents and counsel and to pay their reasonable expenses
and compensation, and such agent or counsel may or may not be agent or counsel
for the Employer;

(i) To cause any securities or other property held as part of the Trust Fund to
be registered in the Trustee's own name or in the name of one or more of its
nominees, and to hold any investments in bearer form, but the books and records
of the Trustee shall at all times show that all such investments are part of the
Trust Fund;

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<PAGE>

 (j) To apply for and procure from responsible insurance companies, to be
selected by the Company, either for the general benefit of the Trust Fund or for
the particular benefit of a particular Participant, as an investment of the
Trust Fund such annuity, or other Contracts (on the life of any Participant) as
the Company shall deem proper; to exercise, at any time or from time to time,
any and all rights, options and privileges of an absolute owner which may be
granted under such annuity, or other Contracts; to collect, receive, and settle
for the proceeds of all such annuity or other Contracts as and when entitled to
do so under the provisions thereof;

(k) To invest funds of the Trust in time deposits or savings accounts bearing a
reasonable rate of interest in the Trustee's bank;

(l) To invest in Treasury Bills and other forms of United States government
obligations;

(m) To sell, purchase and acquire put or call options if the options are traded
on and purchased through a national securities exchange registered under the
Securities Act of 1934, as amended, or, if the options are not traded on a
national securities exchange, are guaranteed by a member firm of the New York
Stock Exchange;

(n) To deposit monies in federally insured savings accounts or certificates of
deposit in banks or savings and loan associations;

(o) To pool all or any of the Trust Fund, from time to time, with assets
belonging to any other qualified employee pension benefit trust created by the
Employer or an affiliated company of the Employer, and to commingle such assets
and make joint or common investments and carry joint accounts on behalf of this
Plan and such other trust or trusts, allocating undivided shares or interests in
such investments or accounts or any pooled assets of the two or more trusts in
accordance with their respective interests; and

(p) To do all such acts and exercise all such rights and privileges, although
not specifically mentioned herein, as the Trustee may deem necessary to carry
out the purposes of the Plan.

         11.08    Duties Regarding Contributions and Payments.

At the direction of the Administrator, the Trustee shall, from time to time, in
accordance with the terms of the Plan: (a) accept contributions to Plan,
including but not limited to, contributions by the Employer; the Trustee is not
obligated to collect any contributions from the Employer or to see that such
funds are deposited according to the provisions of the Plan or to see that the
contributions received comply with the provisions of the Plan; and (b) make
payments out of the Trust Fund; except as otherwise provided herein, the Trustee
shall not be responsible in any way for the application of such payments. Any
distributions made from the Trust shall be in cash, securities, or other
property as the Company shall determine. If payment is in securities, the
securities to be used in making such payment shall be those which the
Administrator shall in his sole discretion determine, and such securities shall
be valued for the purpose of such payment at the value thereof as of the date of
such payment.

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<PAGE>

         11.09    Trustee's Compensation and Expenses and Taxes.

The Trustee shall be paid such reasonable compensation as shall from time to
time be agreed upon in writing by the Company and the Trustee. An individual
serving as Trustee who already receives full-time pay from the Employer shall
not receive compensation from the Plan. In addition, the Trustee shall be
reimbursed for any reasonable expenses, including reasonable counsel fees
incurred by it as Trustee. Such compensation and expenses shall be paid from the
Trust Fund (if allowable under applicable law) unless paid or advanced by the
Employer. All taxes of any kind and all kinds whatsoever that may be levied or
assessed under existing or future laws upon, or in respect of, the Trust Fund or
the income thereof, shall be paid from the Trust Fund.

ALL EXPENSES OF ADMINISTRATION MAY BE PAID OUT OF THE TRUST FUND UNLESS SUCH
EXPENSES ARE PAID BY THE EMPLOYER. SUCH EXPENSES SHALL INCLUDE ANY EXPENSES
INCIDENT TO THE FUNCTIONING OF THE ADMINISTRATOR, OR ANY PERSON OR PERSONS
RETAINED OR APPOINTED BY ANY NAMED FIDUCIARY INCIDENT TO THE EXERCISE OF THEIR
DUTIES UNDER THE PLAN, INCLUDING, BUT NOT LIMITED TO, FEES OF ACCOUNTANTS,
COUNSEL, INVESTMENT MANAGERS, AGENTS (INCLUDING NONFIDUCIARY AGENTS) APPOINTED
FOR THE PURPOSE OF ASSISTING THE ADMINISTRATOR OR THE TRUSTEE IN CARRYING OUT
THE INSTRUCTIONS OF PARTICIPANTS AS TO THE DIRECTED INVESTMENT OF THEIR
ACCOUNTS, AND OTHER SPECIALISTS AND THEIR AGENTS, AND OTHER COSTS OF
ADMINISTERING THE PLAN. ADDITIONALLY EXPENSES WHICH ARE DIRECTLY ATTRIBUTABLE TO
A SPECIFIC PARTICIPANT SHALL BE CHARGED DIRECTLY AGAINST THAT PARTICIPANT'S
ACCOUNT. SUCH EXPENSES INCLUDE BUT ARE NOT LIMITED TO EXPENSES RELATED TO A
LOAN, TO A HARDSHIP DISTRIBUTION OR TO THE BANKRUPTCY OF A PARTICIPANT. UNTIL
PAID, ANY AND ALL EXPENSES SHALL CONSTITUTE A LIABILITY OF THE TRUST FUND.

         11.10    Annual Report.

Within a reasonable period of time after the end of each Plan Year or receipt of
the Employer's contribution for each Plan Year, the Trustee shall furnish to the
Company and Administrator a written statement of account with respect to the
Plan Year for which such contribution was made setting forth:

(a) the net income or loss of the Trust Fund;

(b) the gains or losses realized by the Trust Fund upon sales or other
disposition of the assets;

(c) the increase or decrease in the value of the Trust Fund;

(d) all payments and distributions made from the Trust Fund; and

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<PAGE>

(e) such further information as the Trustee and/or Administrator deems
appropriate.

The Company, upon its receipt of each such statement of account, shall
acknowledge receipt thereof in writing and advise the Trustee and/or
Administrator of its approval or disapproval thereof. Failure by the Company to
disapprove any such statement of account within thirty (30) days after its
receipt thereof shall be deemed an approval thereof.

         11.11    Records and Actions.

The Trustee shall keep accurate and detailed accounts of all investments,
receipts and disbursements and other transactions hereunder, and all its
accounts, books and records relating to the Trust shall be open to inspection
and audit by any person designated by the Employer at all reasonable times.

         11.12    Appointment, Resignation, Removal and Succession of Trustee.

(a) The Company hereby appoints the Trustee named in Section 2.77 to serve as
Trustee hereunder. The Company may designate one or more successors prior to the
death, resignation, incapacity, or removal of a Trustee. In the event a
successor is so designated by the Company and accepts such designation, the
successor shall, without further act, become vested with all the estate, rights,
powers, discretions, and duties of his predecessor with the like effect as if he
were originally named as Trustee herein immediately upon the death, resignation,
incapacity, or removal of his predecessor. If there shall be more than one
Trustee, they shall act by a majority of their number, but may authorize one or
more of them to sign documents on their behalf.

(b) The Trustee may resign at any time by delivering to the Company, at least
thirty (30) days before its effective date (unless the 30 day notice is waived
by the Company), a written notice of his resignation.

(c) The Company may remove the Trustee by mailing by registered or certified
mail, addressed to such Trustee at his last known address, at least thirty (30)
days before its effective date (unless the 30 day notice is waived by the
Trustee), a written notice of his removal.

(d) Upon the death, resignation, incapacity, or removal of any Trustee, a
successor may be appointed by the Company; and such successor, upon accepting
such appointment in writing and delivering same to the Company, shall, without
further act, become vested with all the estate, rights, powers, discretions, and
duties of his predecessor with like respect as if he were originally named as a
Trustee herein. Until such a successor is appointed, or in the event the
Employer is no longer in existence, the remaining Trustee or Trustees shall have
full authority to act under the terms of the Plan.

(e) Whenever any Trustee hereunder ceases to serve as such, he shall furnish to
the Company and Administrator a written statement of account with respect to the
portion of the Fiscal Year during which he served as Trustee. This statement
shall be either (i) included as part of the annual statement of account for the
Fiscal Year required under Section 11.10 or (ii) set forth in a special
statement. Any such special statement of account should be rendered to the
Employer no

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<PAGE>

later than the due date of the annual statement of account for the Fiscal Year.
The procedures set forth in Section 11.10 for the approval by the Company of
annual statements of account shall apply to any special statement of account
rendered hereunder and approval by the Company of any such special statement in
the manner provided in Section 11.10 shall have the same effect upon the
statement as the Company's approval of an annual statement of account. No
successor to the Trustee shall have any duty or responsibility to investigate
the acts or transactions of any predecessor who has rendered all statements of
account required by Section 11.10 and this subparagraph.

         11.13    Liability of Trustee.

(a) The Trustee shall be entitled to rely upon a certification of the
Administrator with respect to any instruction or direction of the Administrator
and also to rely upon the certification of the Employer as to the name of the
Administrator then authorized and in continuing to rely upon such certification
until a subsequent certification is filed with the Trustee. The Trustee shall be
entitled to act in reliance upon any instrument, certificate, or paper believed
by Trustee to be genuine and to be signed or presented by the proper person or
persons, and the Trustee shall be under no duty to make any investigation or
inquiry as to any statement contained in any such writing, but may accept the
same as conclusive evidence of the truth and accuracy of the statements therein
contained.

(b) The Employer agrees to indemnify the Fund and the Trustee against any
liability imposed as a result of a claim asserted by any person or persons under
Federal or state law where the Trustee has acted in good faith in reliance on a
written direction or certification of the Employer or the Administrator. The
Employer may direct the Trustee to purchase insurance at the Plan's expense to
cover the Trustee's liability or loss resulting from his acts or omissions, but
such policies must provide that the insurer shall have recourse against the
Trustee in the event of the Trustee's breach of a fiduciary duty. The Trustee
shall be indemnified by the Employer against costs, expenses and liabilities
(other than amounts paid in settlement to which the Employer does not consent)
reasonably incurred by it in connection with any action to which the Trustee may
be a party by reason of its service as the Trustee, except in relation to
matters as to which the Trustee shall be adjudged in such action to be
personally guilty of negligence or willful misconduct in the performance of its
duties. The foregoing right to indemnification shall be in addition to such
other rights as the Trustee may enjoy as a matter of law or by reason of
insurance coverage of any kind, but shall not extend to costs, expenses and/or
liabilities otherwise covered by insurance or that would be so covered by any
insurance then in force if such insurance contained a waiver of subrogation.


                                       63
<PAGE>

                                   ARTICLE XII

                      Committee Powers and Responsibilities


         12.01    Appointment of Committee.

The Company may appoint a Committee consisting of at least three (3)
individual(s) to serve as Administrator of the Plan. In the absence of the
appointment of a Committee, the Plan shall be administered by the Company and
references in the Plan to the Committee or Administrator shall be deemed to
refer to the Company. Any officers or other individuals who are acting on behalf
of the Company shall not be deemed to be a fiduciary with regard to the Plan.

Members of the Committee shall hold office at the pleasure of the Company and
may be dismissed at any time, with or without cause. Vacancies on the Committee
arising from death, resignation, removal or otherwise, may be filled by the
Company.

         12.02    Powers.

The Committee shall administer the Plan in accordance with its terms. The
Committee shall have all powers necessary to enable it to carry out its duties
as provided herein. Not in limitation, but in amplification of the foregoing,
the Committee shall have the power to interpret and construe the Plan and to
determine all questions that may arise hereunder as to the status and rights of
Participants and others hereunder, consistent with the provisions hereof. The
Committee shall have discretion in interpreting the terms of the Plan and in
making determinations regarding the status and rights of Participants and others
under the Plan, subject to the provisions of Section 10.02.

         12.03    No Discrimination.

The Committee shall not take any action nor direct the Trustee to take any
action which would result in benefiting one Participant or group of Participants
at the expense of another Participant or in discriminating between Participants
who are similarly situated.

         12.04    Action by the Committee.

The Committee shall act by a majority of the members constituting the Committee
at any given time. Such action may be taken either by vote at a meeting or in
writing without a meeting, in which case such writing shall be signed by all the
members.

         12.05    Records.

The Committee shall keep a record of all its proceedings and all information
necessary for the proper administration of the Plan.

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<PAGE>


         12.06    Compensation and Expenses.

The members of the Committee shall serve without compensation for their services
as such, but shall be reimbursed by the Employer for all necessary expenses
incurred in the discharge of their duties.

         12.07    Indemnification.

The Employer shall indemnify any person who is or was a member of the Committee
and any person who is or was an Employee of the Employer and who performs or
performed services with respect to the Plan, against all liabilities and all
reasonable expenses (including, without limitation, counsel fees and amounts
paid in settlement other than to the Employer) incurred or paid in connection
with any threatened or pending action, suit or proceeding to which he (or his
executor, administrator or other legal representative) may be made a party, or
in which he may otherwise be involved, by reason of the fact that he serves or
has served as a member of the Committee or otherwise performs or has performed
services with respect to the Plan; provided, however that (a) if such action,
suit or proceeding shall be prosecuted against such person (or his executor,
administrator or other legal representative) to final determination on the
merits or otherwise, it shall not be finally adjudged in such action, suit or
proceeding that such person is liable for gross negligence or willful misconduct
in the performance of his duty to the Employer or the Plan in relation to the
matter or matter in respect of which indemnification is claimed, or (b) if such
action, suit or proceeding shall be settled or otherwise terminated as against
such person (or his executor, administer or other legal representative) without
a final determination, it shall be determined that such person was not guilty of
gross negligence or willful misconduct in the performance of his duty to the
Employer or the Plan in relation to the matter or matters in respect of which
indemnification is claimed, such determination to be made by a majority of the
members of the Board of Directors of the Employer or by independent counsel to
whom the question may be referred by the Board of Directors.

         12.08    Statutory Claims Procedure.

(a) General Procedure. The Administrator shall have discretion regarding benefit
determinations. Unless waived by the Administrator, any person entitled to
benefits hereunder must file a claim with the Administrator upon forms furnished
by the Administrator. Notwithstanding any other provision of this Plan, payment
of benefits need not be made until receipt of the claim and the expiration of
the time periods specified in this Section 12.08 for rendering a decision on the
claim. In the event a claim is denied, benefits need not be made or commence
until a final decision is reached by the Administrator, subject to the
provisions of Section 10.02.

(b) Notice and Appeal Procedure for Claims Filed Before January 1, 2002. This
subsection (b) shall apply to claims filed before January 1, 2002. The
Administrator shall notify the claimant of its decision within ninety (90) days
after receipt of the claim. However, if special circumstances require, the
Administrator may defer action on a claim for benefits for an additional period
not to exceed ninety (90) days, and in that case it shall notify the claimant of
the special circumstances involved and the time by which it expects to render a
decision.

                                       65
<PAGE>

If the Administrator determines that any benefits claimed should be denied, it
shall give notice to the claimant setting forth the specific reason or reasons
for the denial and provide a specific reference to the Plan provisions on which
the denial is based. The Administrator shall also describe any additional
information necessary for the Participant to perfect the claim and explain why
the information is necessary.

The claimant shall be entitled to full and fair review by the Administrator of
the denial. The claimant shall have sixty (60) days after receipt of the denial
in which to file a notice of appeal with the Administrator. A final
determination by the Administrator shall be rendered within sixty (60) days
after receipt of the claimant's notice of appeal. Under special circumstances
such determination may be delayed for an additional period not to exceed sixty
(60) days, in which case the claimant shall be notified of the delay prior to
the close of the initial sixty (60) day period. The Administrator's final
decision shall set forth the reasons and the references to the Plan provisions
on which it is based.

(c) Notice and Appeal Procedure for Claims Filed On or After January 1, 2002.
This subsection (c) shall apply to claims filed on or after January 1, 2002.

         (i) Claims not involving a determination of disability. For claims not
         involving a determination of disability, the Administrator shall notify
         the claimant of its decision within a reasonable period of time, not
         exceeding ninety (90) days, after receipt of the claim. However, if
         special circumstances require, the Administrator may defer action on a
         claim for benefits for an additional period not to exceed ninety (90)
         days, and in that case it shall notify the claimant prior to the close
         of the initial ninety (90) day period of the special circumstances
         involved and the time by which it expects to render a decision.

         If the Administrator determines that any benefits claimed should be
         denied, it shall give notice to the claimant setting forth the specific
         reason or reasons for the denial, providing a specific reference to the
         Plan provisions on which the denial is based, describing any additional
         material or information necessary for the claimant to perfect the claim
         and an explanation of why such material or information is necessary,
         and describing the Plan's review procedures and the time limits
         applicable to such procedures. Such claimant shall be entitled to full
         and fair review by the Administrator of the denial. The claimant shall
         have sixty (60) days after receipt of the denial in which to file a
         notice of appeal with the Administrator. A final determination by the
         Administrator shall be rendered within a reasonable period of time, not
         exceeding sixty (60) days, after receipt of the claimant's notice of
         appeal. Under special circumstances, such determination may be delayed
         for an additional period not to exceed sixty (60) days, in which case
         the claimant shall be notified of the delay prior to the close of the
         initial sixty (60) day period. The Administrator's final decision shall
         set forth the reasons and the references to the Plan provisions on
         which it is based, shall advise that the claimant is entitled to
         receive, upon request and free of charge, reasonable access to, and
         copies of, all documents, records, and other information relevant to
         the claim for benefits, and shall advise the claimant of the right to
         bring an action under Section 502(a) of ERISA.

                                       66
<PAGE>

         (ii) Claims involving a determination of disability. For claims
         involving a determination of disability, the Administrator shall notify
         the claimant of its decision within a reasonable period of time, not
         exceeding forty-five (45) days, after receipt of the claim. However, if
         it determines that there exist matters beyond the control of the Plan,
         the Administrator may defer action on a claim for benefits for two
         additional periods, each not to exceed thirty (30) days, and in that
         case it shall notify the claimant prior to the close of the initial
         forty-five (45) day period (or the initial thirty (30) day extension)
         of the special circumstances involved and the time by which it expects
         to render a decision. Such notice of extension shall specifically
         explain the standards on which entitlement to a benefit is based, the
         unresolved issues that prevent a decision on the claim, and the
         additional information needed to resolve those issues. The claimant
         shall be given at least forty-five (45) days within which to provide
         the specified information. If a claimant provides insufficient
         information or files an incomplete claim, the time for making a
         decision is tolled (suspended) from the date the Plan Administrator
         provides notice of an extension until the date it receives the
         claimant's response.

         If the Administrator determines that any benefits claimed should be
         denied, it shall give notice to the claimant setting forth the specific
         reason or reasons for the denial, providing a specific reference to the
         Plan provisions on which the denial is based, describing any additional
         material or information necessary for the claimant to perfect the claim
         and an explanation of why such material or information is necessary,
         and describing the Plan's review procedures and the time limits
         applicable to such procedures. In addition, if an internal rule,
         guideline, protocol, or other similar criterion was relied upon in
         making the adverse determination, the Administrator shall provide
         either the specific rule, guideline, protocol or other similar
         criterion, or a statement that any such item was relied upon in making
         the adverse determination and that a copy of such item will be provided
         free of charge to the claimant upon request. Furthermore, if the
         adverse determination is based upon a medical necessity or experimental
         treatment or similar exclusion or limit, the Administrator shall
         provide either an explanation of the scientific or clinical judgment
         for the determination, or a statement that such explanation will be
         provided free of charge upon request.

         The claimant shall be entitled to full and fair review by the
         Administrator of the denial. The claimant shall have one hundred eighty
         (180) days after receipt of the denial in which to file a written
         notice of appeal with the Administrator. A final determination by the
         Administrator shall be rendered within a reasonable period of time, not
         exceeding forty-five (45) days, after receipt of the claimant's notice
         of appeal. Under special circumstances, such determination may be
         delayed for an additional period not to exceed forty-five (45) days, in
         which case the claimant shall be notified of the delay prior to the
         close of the initial forty-five (45) day period. The Administrator's
         final decision shall set forth the reasons and the references to the
         Plan provisions on which it is based, shall advise that the claimant is
         entitled to receive, upon request and free of charge, reasonable access
         to, and copies of, all documents, records, and other information
         relevant to the claim for benefits, and shall advise the claimant of
         the right to bring an action under Section 502(a) of ERISA.

                                       67
<PAGE>

(d) Administrator's Discretion; Final Determination by Named Fiduciary. The
Administrator shall have discretion in interpreting the terms of the Plan and in
making claim determinations. In accordance with Section 10.02, final
determinations shall be made by the Named Fiduciary and such determinations
shall be conclusive and binding on all persons.

(e) Commencement of Action. No action at law or in equity shall be brought to
recover under this Plan until the appeal rights herein provided have been
exercised and the Plan benefits requested in such appeal have been denied in
whole or in part.

         12.09    Reserved.



















                                       68

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                                  ARTICLE XIII

                       Amendment, Termination, and Mergers


         13.01    Amendment.

(a) The Employer shall have the right at any time to amend the Plan. However, no
such amendment shall authorize or permit any part of the Trust Fund (other than
such part as is required to pay taxes and administration expenses) to be used
for or diverted to purposes other than for the exclusive benefit of the
Participants or their beneficiaries or estates; no such amendment shall cause
any reduction in the amount credited to the account of any Participant; no such
amendment shall eliminate or reduce an early retirement benefit, eliminate an
optional form of benefit (as provided in Code Regulations) or restrict, directly
or indirectly, the benefit provided to any Participant prior to the amendment;
no amendment shall cause or permit any portion of the Trust Fund to revert to or
become the property of the Employer; and no such amendment which affects the
rights, duties or responsibilities of the Trustee and/or the Administrator may
be made without the Trustee's and/or the Administrator's written consent. Any
amendment to the Plan shall become effective as provided therein upon its
execution. The Trustee shall not be required to execute any such amendment
unless the amendment affects the duties of the Trustee hereunder. The authority
to make any such amendment (including adoption of this Plan as a restatement of
an existing plan) to the Plan rests with the Company. Any such amendment shall
be made by the Company in writing signed by an officer.

(b) An amendment (including the adoption of this Plan as a restatement of an
existing plan) may not decrease a Participant's accrued benefit, except to the
extent permitted under Section 412(c)(8) of the Code, and may not reduce or
eliminate protected benefits under Section 411(d)(6) of the Code determined
immediately prior to the adoption date (or, if later, the effective date) of the
amendment. An amendment reduces or eliminates protected benefits under Section
411(d)(6) of the Code if the amendment has the effect of either (i) eliminating
or reducing an early retirement benefit or a retirement-type subsidy (as defined
in Code Regulations), or (ii) except as provided by Code Regulations,
eliminating an optional form of benefit.

The Administrator must disregard an amendment to the extent application of the
amendment would fail to satisfy this subparagraph (b). If the Administrator must
disregard an amendment because the amendment would violate clause (i) or clause
(ii), the Administrator must maintain a schedule of the early retirement option
or other optional forms of benefit the Plan must continue for the affected
Participants.

         13.02    Amendment of Vesting Schedule.

(a) If the Plan's vesting schedule is amended, or the Plan is amended in any way
that directly or indirectly affects the computation of the Participant's
nonforfeitable percentage or if the Plan is deemed amended by an automatic
change to or from a Top-Heavy vesting schedule, each Participant with at least
three (3) Years of Service with the Employer may elect, within a reasonable
period after the adoption of the amendment or change, to have the nonforfeitable
percentage computed under the Plan without regard to such amendment or change.
For Participants who do not have at least one (1) Hour of Service in any Plan
Year beginning after December 31, 1988, the preceding sentence shall be applied
by substituting five (5) Years of Service for three (3) Years of Service where
such language appears. Notwithstanding the above, no election need be provided
for any Participant where nonforfeitable percentage under the Plan, as amended,
at any time cannot be less than such percentage determined without regard to
such amendment.

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<PAGE>

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

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

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

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

Notwithstanding anything set forth in this Plan, if the Plan provides for
vesting schedules at Article VIII other than those given in Code Section
411(a)(2) or Code Section 416(b)(1) for top-heavy schedules, the optional
schedules must be at least as favorable as the statutory schedules.

         13.03    Termination; Discontinuance of Contributions.

The Company shall have the right at any time to discontinue its contributions
hereunder and to terminate or partially terminate this Plan and the Trust hereby
created, by delivering to the Trustee written notice of such discontinuance or
termination. The authority to discontinue contributions, terminate or partially
terminate the Plan rests with the Company through its Board of Directors (or
sole director, if applicable) of the Employer. Any such discontinuance of
contributions, termination or partial termination shall be made by a resolution
adopted by the Board of Directors (or sole director, if applicable, or in a
writing by the sole proprietor, or partners of the partnership; if applicable).

Upon complete discontinuance of the Company's contributions, or full or partial
termination of the Trust, all affected Participants' interests and rights to
benefits shall become fully vested, and shall not thereafter be subject to
forfeiture except to the extent that law or regulations may preclude such
vesting in order to prevent discrimination in favor of officers, shareholders or
Highly Compensated Employees and all unallocated amounts shall be allocated to
the Accounts of all Participants in accordance with Code Regulation Section
1.411(d)-2(a)(2). Upon final termination of the Trust and after payment of all
Trust expenses and liabilities, the Administrator shall direct the Trustee to
distribute all assets remaining in the Trust, such distribution to commence as
determined by the Administrator. Until the Administrator so directs, the Trustee
shall continue to administer the Trust in accordance with the provisions hereof,
and shall make distributions in the event of death, Disability, the attainment
of Normal Retirement Age and retirement, the attainment Early Retirement Date or
other termination of employment as herein provided. In the event the
Administrator shall not within a reasonable time after such termination have
given the Trustee the directions provided in this Section, the assets then
remaining in the Trust shall be distributed in such manner as may be directed by
a judgment or decree of a court of competent jurisdiction.

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<PAGE>

In distributing Participants' Accounts, the Trustee may deduct therefrom before
distribution all expenses properly chargeable against the Trust Fund, and shall
then distribute such Accounts to the Participants in accordance with the value
of the interests of such Participants as of the date of such distribution. Such
distribution of the Accounts of every Participant or his beneficiary shall be in
cash or in the assets in which the Trust Fund may be invested unless annuities
have been purchased.

         13.04    Merger or Consolidation.

This Plan may be merged or consolidated with, or its assets and/or liabilities
may be transferred to any other plan and trust only if the benefits which would
be received by a Participant of this Plan, immediately after such transfer,
merger or consolidation (if the Plan then terminated), are at least equal to the
benefits the Participant was entitled to immediately before the transfer, merger
or consolidation (if the Plan had then terminated). The authority to merge or
consolidate this Plan or to transfer assets and/or liabilities rests with the
Board of Directors (or sole director, if applicable, or sole proprietor or the
partners of a partnership, if applicable) of the Employer. Any such merger,
consolidation or transfer shall be made by a resolution adopted by the Board of
Directors (or sole director, if applicable, or in a writing by the sole
proprietor or partners of the partnership, if applicable).





















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                                   ARTICLE XIV

                              Top-Heavy Provisions


         14.01    Application of Article.

The provisions of this Article shall be effective for any Plan Year in which the
Plan is determined to be Top Heavy.

         14.02    Definitions.

For purposes of this Article, the following words shall have the meanings stated
after them unless otherwise specifically provided:

(a) Key Employee shall mean any Employee, former Employee, or beneficiary who at
any time during the Plan Year containing the Determination Date, or the four
preceding Plan Years:

         (i) Was an officer of the Employer and received compensation greater
         than fifty percent (50%) of the defined benefit dollar limit of Section
         415(b)(1)(A) of the Code;

         (ii) One of the ten employees owning the largest interest in the
         Employer or considered owning such interest by virtue of Section 318 of
         the Code and who received compensation from the Employer in excess of
         the defined contribution dollar limit;

         (iii) A five percent (5%) owner of the Employer; or

         (iv) A one percent (1%) owner of the Employer who received compensation
         in excess of $150,000 per year.

Compensation for purposes of this Article XIV means Compensation as defined
under Section 2.16 of this Plan except that: i) the measuring period shall be
the Plan Year rather than the Limitation Year; ii) Compensation shall not be
limited by OBRA `93 and Code Section 401(a)(17) (except the OBRA `93 and
401(a)(17) limit shall apply with respect to top-heavy minimum benefits as
provided in Section 14.26 of this Plan); and iii) the provision regarding
inclusion of elective deferrals and amounts contributed or deferred by the
Employer at the election of the Employee by reason of Section 125 or 457 of the
Code shall apply without regard to the provision limiting the effective date to
Limitation Years beginning after December 31, 1997.

(b) Non-Key Employee shall mean those Employees who are not Key Employees.

(c) Determination Date shall mean, with respect to any Plan Year, the last day
of the preceding Plan Year. In the case of the first Plan Year, Determination
Date shall mean the last day of the first Plan Year.


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<PAGE>

(d) Required Aggregation Group shall mean (1) each qualified plan of the
Employer in which at least one Key Employee participates, and (2) any other
qualified plan of the Employer (including any plan that has been terminated
within the five year period ending on the Determination Date) which enables a
plan described in clause (1) to meet the requirements of Sections 401(a)(4) or
410 of the Code.

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

         14.03    Top-Heavy Determination.

A Plan shall be considered a Top-Heavy Plan for the Plan Year if, as of the
Determination Date:

(a) The Top-Heavy Ratio for this Plan exceeds sixty percent (60%); or

(b) The Plan is part of a Required Aggregation Group and the Top-Heavy Ratio for
such Group exceeds sixty percent (60%).

However, and notwithstanding (a) and (b) above, the Plan shall not be considered
a Top-Heavy Plan for any Plan Year in which the Plan is a part of a Required or
Permissive Aggregation Group and the Top-Heavy Ratio for such Group is sixty
percent (60%) or less.

         14.04    Top-Heavy Ratio.

(a) If this is the only plan maintained by the Employer or if only defined
contribution plans are aggregated with this Plan in making the Top-Heavy
determination, the Top-Heavy Ratio for this Plan or for the Required or
Permissive Aggregation Group shall be a fraction, the numerator of which is the
sum of the Accounts of all Key Employees as of the Determination Date (including
any part of any Account distributed during the five-year period ending on the
Determination Date), and the denominator of which is the sum of the Accounts of
all Participants as of the Determination Date (including any part of any
Accounts distributed during the five-year period ending on the Determination
Date). Both the numerator and the denominator of the Top-Heavy Ratio shall be
adjusted to reflect any contribution which is required to be taken into account
under Section 416 of the Code.

(b) If the Employer maintains a defined benefit plan or plans that are
aggregated with this Plan in making the Top-Heavy Determination, the Top-Heavy
Ratio for the Required or Permissive Aggregation Group shall be a fraction, the
numerator of which is the sum of Accounts under the aggregated defined
contribution plan or plans for all Key Employees, determined in accordance with
(a) above, plus the present value of accrued benefits under the aggregated
defined benefit plan or plans for all Key Employees as of the Determination
Date, and the denominator of which is the sum of the Accounts under the
aggregated defined contribution plan or plans for all Participants, determined
in accordance with (a) above, plus the present value of accrued benefits under
the aggregated defined benefit plan or plans for all

                                       73
<PAGE>

Participants as of the Determination Date. The accrued benefits under a defined
benefit plan in both the numerator and the denominator of the Top-Heavy Ratio
shall be adjusted for any distribution of an accrued benefit made during the
five-year period ending on the Determination Date. The present value of any
accrued benefit shall be determined based on the actuarial assumptions contained
in the aggregated defined benefit plan.

(c) For purposes of subparagraphs (a) and (b) above, the value of the Accounts
and the present value of accrued benefits shall be calculated as of the
Determination Date and the Accounts and accrued benefits of any Participant (i)
who is not a Key Employee but who was a Key Employee in a prior year, or (ii)
who has not performed any service for any Employer maintaining the Plan at any
time during the five-year period ending on the Determination Date shall be
disregarded. The calculation of the Top-Heavy Ratio, and the extent to which
distributions, rollovers and transfers are taken into account shall be made in
accordance with Section 416 of the Code and the Regulations thereunder. When
aggregating plans, the value of the Account and accrued benefits shall be
calculated with reference to the Determination Dates that fall within the same
calendar year.

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

         14.05    Minimum Vesting.

For any Plan Year in which this Plan is Top-Heavy, the vesting schedule as shown
in Section 8.01(c) will apply as it is at least as favorable as the vesting
schedule required by the top-heavy provisions.

The minimum vesting schedule applies to all benefits within the meaning of
Section 411(a)(7) of the Code except those attributable to Participant
Contributions, including benefits accrued before the effective date of Section
416 of the Code and benefits accrued before the Plan became Top-Heavy. Further,
no decrease in a Participant's nonforfeitable percentage may occur in the event
the Plan's status as Top-Heavy changes for any Plan Year. However, this Section
does not apply to the Account balances of any Employee who does not have an Hour
of Service after the Plan has initially become Top-Heavy and such Employee's
Account balance will be determined without regard to this Section 14.05.
Notwithstanding the above vesting schedule, the Plan's vesting schedule at
Section 8.01(c) (or the 100% vesting schedule at 8.01(a), if applicable) will
continue to apply provided it is at least as favorable as the vesting schedule
described above.

         14.06    Minimum Benefit.

If the provisions of this Article apply for any Plan Year, the contributions and
forfeitures allocated to the Account of any Non-Key Employee who is employed by
the Employer on the last day of the Plan Year shall equal at least three percent
(3%) of the Compensation of such Non-Key Employee. However, in the event that
the largest percentage of Compensation

                                       74
<PAGE>

provided on behalf of any Key Employee for the Plan Year is less than three
percent (3%) of such Key Employee's Compensation, the minimum percentage of
Compensation that must be provided for any Non-Key Employee for the Plan Year
under this Section 14.06 is the largest percentage of Compensation provided on
behalf of any Key Employee for that Plan Year. Elective Deferrals shall be taken
into consideration for purposes of determining the highest percentage allocated
to a Key Employee but not for the purposes of determining whether a Non-Key
Employee has received the minimum allocation under Code Section 416.

Notwithstanding the above, if a minimum contribution for the Plan Year is made
in this Plan on behalf of each Participant who is not a Key Employee and who is
a Participant in a defined benefit plan maintained by the Employer, then the
contributions and forfeitures allocated to the Account of any Non-Key Employee
shall not be less than five-percent (5%) of such Participant's Compensation for
the Plan Year.

This minimum allocation shall be made even though under other Plan provisions,
the Participant would not otherwise be entitled to receive an allocation, or
would have received a lesser allocation for the Plan Year because of (i) the
Participant's failure to complete 1000 Hours of Service (or any equivalent
provided in the Plan), or (ii) the Participant's failure to make mandatory
Employee After-Tax Contributions to the Plan, or (iii) Compensation less than a
stated amount. This shall not apply to any Participant who was not employed by
the Employer on the last day of the Plan Year. The minimum benefit provisions of
this section shall apply to any Participant, under this Plan, even if the
Participant is covered under any other plan or plans of the Employer.

Matching Contributions allocated to Key Employees are treated as Employer
Contributions for purposes of determining the minimum contribution under this
Section 14.06. However, if these contributions are allocated to Employees other
than Key Employees on the basis of Employee Matching Contributions or Elective
Deferrals to satisfy the minimum contribution requirement, those amounts may not
be treated as Matching Contributions for purposes of satisfying the ADP/ACP
test. Such contributions must pass the general nondiscrimination test of Code
Section 401(a)(4) without regard to Code Section 401(m). Elective Deferral
Contributions on behalf of Key Employees are taken into account in determining
the minimum contribution requirement. However Elective Deferral Contributions on
behalf of Employees other than Key Employees may not be treated as Employer
Contributions for purposes of the minimum contribution requirements of this
Section.

         14.07    Limitation on Contribution.

For any Plan Year in which the Plan is Top-Heavy, with respect to any
Participant who is covered under a defined benefit plan, the defined benefit
plan fraction and the defined contribution plan fraction referred to in Section
4.06(e) shall be computed by substituting 1.0 in lieu of 1.25 in both
denominators.

Effective for Limitation Years beginning on or after January 1, 2000, this
Section 14.07 is deleted.


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<PAGE>


                                   ARTICLE XV

                                Participant Loans


         15.01    Availability of Loans.

         A Participant and his beneficiary or a former Participant with a vested
Account who is a party-in-interest as defined in ERISA Section 3(14)
(collectively referred to as Borrowers in this Article) may apply in writing
requesting a loan from the Trust Fund. Administration of this Article shall be
by authority of the Loan Administrator who shall be the Administrator.

Loans shall be made available from the Plan to all Borrowers on a reasonably
equivalent basis. Such loans shall be available to all Borrowers without regard
to any race, color, religion, sex, age, or national origin. Loans shall not be
made available to Highly Compensated Employees (as defined in Section 414(q) of
the Code) in an amount greater than the amount made available to other
Employees. Further, consideration shall be given only to those factors which
would be considered in a normal commercial setting by an entity in the business
of making similar types of loans. Such factors may include the Borrower's credit
worthiness and financial need. The Loan Administrator shall have the sole right
to approve or disapprove a loan application, provided that the requirements of
this Section are satisfied.

         15.02    Request for Loan.

A Borrower must request a loan in writing addressed to the Loan Administrator.
The request should contain the amount of the loan desired and should express a
term for repayment of the loan.

         15.03    Reason for Loan.

When the request for the loan specifies a term for repayment of less than five
(5) years, the reason of the Borrower for requesting the loan shall be taken
into consideration by the Loan Administrator only to the extent such would be
considered in a normal commercial setting by an entity in the business of making
similar types of loans.

Notwithstanding the foregoing, if a Borrower desires to borrow the money for
purposes of acquiring a dwelling unit to be utilized as his principal home, this
should be specifically discussed with the Loan Administrator in that it may
affect the term of the loan and other provisions as set forth below.

The following are the only stated purposes for which a loan will be made from
the Plan:

(a) deductible medical expenses (within the meaning of Section 213(d) of the
Code) of the Employee, the Employee's spouse, children or dependents, or
necessary for these persons to obtain medical care described in Section 213(d)
of the Code;

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<PAGE>

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

(c) payment of tuition and related educational fees and room and board expenses
for the next twelve months of post-secondary education for the Employee, the
Employee's spouse, children or dependents;

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

         15.04    Amount of the Loan.

No loan to any Borrower can be made to the extent that such loan when added to
the outstanding balance of all other loans to the Borrower would exceed the
lesser of (a) $50,000 reduced by the excess (if any), of the highest outstanding
balance of loans during the one (1) year period ending on the day before the
loan is made over the outstanding balance of loans from the Plan on the date the
loan is made, or (b) one-half (1/2) the present value of the nonforfeitable
accrued benefit of the Borrower.

For the purpose of the above limitation, all loans from all plans of the
Employer and other members of a group of employers described in Sections 414(b),
414(c), (m) and (o) of the Code are aggregated. An assignment or pledge of any
portion of the Borrower's interest in the Plan and a loan, pledge, or assignment
with respect to any insurance contract purchased under the Plan, will be treated
as a loan under this paragraph.

A loan that is deemed distributed under Code Section 72(p) (including interest
accruing thereafter) and that has not been repaid (such as by a plan loan
offset) is considered outstanding for purposes of applying Code Section
72(p)(2)(A) to determine the maximum amount of any subsequent loan to the
Participant or beneficiaries under this Section 15.04. This provision is
effective for loans made on or after January 1, 2002. This provision may also be
applied to loans made prior to January 1, 2002, to the extent permitted by the
Treasury regulations under Code Section 72(p).

The minimum amount of any loan is $1,000.

         15.05    Adequate Security.

Each and every loan must be adequately secured. If a Borrower borrows an amount
which does not exceed fifty percent (50%) of his vested Account, then such
portion of his vested Account shall be adequate security for the loan provided
that the Borrower executes a pledge agreement to effectuate this security.

If a Borrower borrows more than fifty percent (50%) of his vested Account, then
additional security must be provided by the Borrower. Such security shall be
something which is so pledged to the Plan that it may be sold, foreclosed upon
or otherwise disposed of upon default of repayment of the loan. The value and
liquidity of such security must be such that it may reasonably be anticipated
that loss of principal or interest will not result from the loan. The adequacy
of the security will be determined in light of the type and amount of security
which would be required in the case of an otherwise identical transaction in a
normal commercial setting between unrelated parties on arm's-length terms.

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<PAGE>

If a loan is to be secured by a Borrower's vested Account, and the Borrower is
married, Spousal consent must be obtained. Spousal consent shall be obtained no
earlier than the beginning of the ninety (90) day period that ends on the date
on which the loan is to be so secured. The consent must be in writing, must
acknowledge the effect of the loan, and must be witnessed by a Plan
representative or notary public. Such consent shall thereafter be binding with
respect to the consenting Spouse or any subsequent Spouse with respect to that
loan. A new consent shall be required if the Account is used for renegotiation,
extension, renewal, or other revision of the loan. If a valid Spousal consent
has been obtained, then, notwithstanding any other provision of this Plan, the
portion of the Borrower's vested Account balance used as a security interest
held by the Plan by reason of a loan outstanding to the Borrower shall be taken
into account for purposes of determining the amount of the Account balance
payable at the time of death or distribution, but only if the reduction is used
as repayment of the loan. If less than one hundred percent (100%) of the
Borrower's vested Account balance (determined without regard to the preceding
sentence) is payable to the surviving Spouse, then the Account balance shall be
adjusted by first reducing the vested Account balance by the amount of the
security used as repayment of the loan, and then determining the benefit payable
to the surviving Spouse. However, no spousal consent shall be required under
this paragraph if the total accrued benefit subject to the security is not in
excess of $3,500. ($5,000 effective August 5, 1997). For distributions made
after March 22, 1999, the Company is not required to look back to determine if
the Account balance ever exceeded $3,500 (or $5,000, if applicable). For
distributions made on or after March 28, 2005, all references to $5,000 are
changed to $1,000.

Effective January 1, 2005, for loans granted after the date the Plan document is
signed farthest below, spousal consent to a loan is not required.

         15.06    Source of Loan Funds.

To the extent that any loan is made, the Borrower shall be deemed to have
directed the Trustee to invest that portion of his or her Account in such loan.
If the Borrower's Account does not have a total cash balance sufficient to make
the loan, the Borrower's loan request shall direct the Trustee as to which
assets shall be liquidated.

All such loans shall be made to such Borrower from his individual Plan Account
and shall be charged against such Account. All payments of interest and
principal made by the Borrower shall be credited to the Borrower's individual
Plan Account.

         15.07    Interest Rate.

The interest rate shall be a rate as determined by the Company at the time that
the loan is consummated which the Company deems to be reasonable under the then
circumstances after considering all relevant factors, including but not limited
to the current state of the economy, the term of the loan, the security provided
and the amount of the loan. The rate of interest

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<PAGE>

determined by the Company shall provide the Plan with a return commensurate with
the interest rates charged in the region in which the Borrower is employed by
persons in the business of lending money for loans which would be made under
similar circumstances. Every Borrower applying for a loan shall receive a clear
statement of the charges involved in each loan transaction. This statement shall
include the dollar amount and the annual interest rate of the finance charge.

The Loan Administrator may charge the Borrower reasonable loan fees.

         15.08    Payment Terms of Loan.

Except in the case where the purpose of the loan is to help purchase a principal
residence for the Borrower, the term of the loan shall be for five (5) years,
unless a shorter term of repayment is requested. No loan shall be extended for a
term greater than five (5) years unless such loan shall be used to acquire a
dwelling unit which within a reasonable time is to be used (determined at the
time the loan is made) as the principal residence of the Borrower.

The repayment of the loan shall be made with payments that provide for a
substantially level amortization of principal and interest over the term of the
loan. Such payments shall be required to be made not less frequently than
quarterly. There shall be no penalty for prepayment of any Plan loan. While the
Borrower is employed by the Employer, repayment of a loan may be made by payroll
deduction not less frequently than quarterly.

In the event of a loan made for a Borrower's acquisition of a dwelling unit that
is to be utilized as such applicant's principal residence as stated above, the
loan term may be for no longer than thirty (30) years.

Each loan shall be evidenced by a promissory note (Note) prepared by the Loan
Administrator, executed by the Participant, and delivered to the Loan
Administrator by the Participant upon receipt of the cash amount of the loan.

Effective December 12, 1994, loan repayments will be suspended under this Plan
as permitted under Section 414(u)(4) of the Code with respect to a Participant
for any part of a period during which the Participant is performing service in
the uniformed services (as defined in Chapter 43 of Title 38 of the United
States Code), whether or not such service is qualified military service. Such
suspension shall not be taken into account for purposes of Code Section 72(p),
401(a) or 4975(d)(1).

         15.09    Default.





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<PAGE>

IN THE EVENT THAT A BORROWER WHO OBTAINS A LOAN FROM THE PLAN FAILS TO PAY ANY
INSTALLMENT OF HIS OR HER OBLIGATION WHEN DUE (SUBJECT TO THE CURE PERIOD SET
FORTH BELOW), OR TO PAY ANY OTHER OBLIGATION OR LIABILITY TO THE PLAN TRUSTEE
WHEN DUE, OR TO COMPLY WITH ANY OTHER PROVISION CONTAINED IN ANY PROMISSORY NOTE
OR PLEDGE AGREEMENT OR ANY OTHER INSTRUMENT DELIVERED TO THE PLAN TRUSTEE, OR IF
ANY REPRESENTATIONS OR WARRANTY BY THE BORROWER TO THE PLAN TRUSTEE, WHETHER
ORAL OR IN ANY APPLICATION, FINANCIAL STATEMENT, SECURITY INSTRUMENT OR OTHER
AGREEMENT IS MATERIALLY UNTRUE, THEN IN SUCH EVENT, THE PLAN TRUSTEE, AT ITS
OPTION (AT LEAST, SO LONG AS NO LOSS FOR PRINCIPAL OR INTEREST WILL OCCUR TO THE
PLAN DUE TO THE DELAY OF ANY ENFORCEMENT), MAY DECLARE ANY OR ALL SUCH
OBLIGATIONS OF THE BORROWER TO THE PLAN TO BE IMMEDIATELY DUE AND PAYABLE
WITHOUT NOTICE OR DEMAND. THE PLAN TRUSTEE SHALL THEN TAKE SUCH STEPS TO OBTAIN
PAYMENT OF ANY OR ALL SUCH OBLIGATIONS OF THE BORROWER TO THE PLAN INCLUDING,
BUT NOT LIMITED TO THE SALE, FORECLOSURE OR OTHER DISPOSITION OF ANY AMOUNTS
PLEDGED AS SECURITY FOR THE LOAN AND/OR THE TREATMENT OF SUCH OBLIGATIONS AS A
DISTRIBUTION TO THE BORROWER AT SUCH TIME TO THE EXTENT THAT SAID BORROWER HAD
PLEDGED A PORTION OF HIS OR HER VESTED ACCOUNT IN THE PLAN AS SECURITY FOR SAID
LOAN. NOTWITHSTANDING THE ABOVE, THE ADMINISTRATOR MAY ALLOW A CURE PERIOD AND
THE REQUIREMENT OF SUBSTANTIALLY LEVEL AMORTIZATION SET FORTH IN SECTION 15.08
OF THIS DOCUMENT, WILL NOT BE CONSIDERED TO HAVE BEEN VIOLATED IF THE
INSTALLMENT PAYMENT IS MADE NOT LATER THAN THE END OF THE CURE PERIOD, WHICH
PERIOD CANNOT CONTINUE BEYOND THE LAST DAY OF THE CALENDAR QUARTER FOLLOWING THE
CALENDAR QUARTER IN WHICH THE REQUIRED INSTALLMENT PAYMENT WAS DUE.

UPON DEFAULT IN PAYMENT OF PRINCIPAL OR INTEREST WITHIN SIXTY (60) DAYS AFTER
THE DUE DATE, THE EMPLOYER SHALL THEREUPON WITHHOLD THE PAYMENTS OF PRINCIPAL
AND INTEREST AS THE SAME ARE DUE OR BECOME DUE FROM THE PARTICIPANT'S
COMPENSATION AND PAY THE SAME ON THE NOTE OR, IF THE PARTICIPANT HAS TERMINATED
OR THEREAFTER TERMINATES EMPLOYMENT WITH THE EMPLOYER, THE TRUSTEE, IF OTHERWISE
PERMITTED TO DISTRIBUTE ASSETS, SHALL DISTRIBUTE THE NOTE TO THE FORMER
PARTICIPANT AS A DISTRIBUTION OF AN ASSET FROM THE PARTICIPANT'S ACCOUNT AND
SHALL REDUCE THE BALANCE OF THE PARTICIPANT'S ACCOUNT BY THE AMOUNT OF THE
UNPAID PRINCIPAL.

         15.10    Shareholder-Employee Loans.

No loans will be made to any Shareholder-Employee or Owner-Employee. For
purposes of this requirement, a Shareholder-Employee means an employee or
officer of an electing small business (Subchapter S) corporation who owns (or is
considered as owning within the meaning of Section 318(a)(1) of the Code), on
any day during the taxable year of such corporation, more than five percent (5%)
of the outstanding stock of the corporation and an Owner-Employee means an
individual who is a sole proprietor, or partner owning more than ten percent
(10%) of either the capital or profits interest of the partnership.


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<PAGE>

         15.11    Policy Restrictions.

The foregoing provisions shall be the standard loan provisions of the Plan.
However, different loan terms may be permitted provided that the final
determination shall be made by the Loan Administrator on a uniform and
nondiscriminatory basis. Accordingly, the provisions of this Article XV may be
supplemented and/or replaced by more specific or different written provisions
adopted by the Loan Administrator as part of the Plan's Participant loan policy.

This Article shall be effective for all loans made, renegotiated, renewed,
revised or modified after December 31, 1986.

















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                                   ARTICLE XVI

                                  Miscellaneous


         16.01    Participant's Rights.

This Plan shall not be deemed to constitute a contract between the Employer and
any Participant or to be a consideration or an inducement for the employment of
any Participant or Employee. Nothing contained in this Plan shall be deemed to
give any Participant or Employee the right to be retained in the service of the
Employer or to interfere with the right of the Employer to discharge any
Participant or Employee at any time regardless of the effect which such
discharge shall have upon him as a Participant of this Plan.

         16.02    Alienation.

(a) Subject to the exceptions provided below and to the exception provided in
Code Section 401(a)(13)(C), no benefit which shall be payable out of the Trust
Fund to any person (including a Participant or his beneficiary) shall be subject
in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, or charge, and any attempt to anticipate, alienate, sell, transfer,
assign, pledge, encumber, or charge the same shall be void; and no such benefit
shall in any manner be liable for, or subject to, the debts, contracts,
liabilities, engagements, or torts of any such person, nor shall it be subject
to attachment or legal process for or against such person, and the same shall
not be recognized by the Trustee, except to such extent as may be required by
law.

(b) This provision shall not apply to the extent a Participant or beneficiary is
indebted to the Plan, for any reason, under any provision of the Plan. At the
time a distribution is to be made to or for a Participant's or beneficiary's
benefit, such proportion of the amount distributed as shall equal such
indebtedness shall be paid by the Trustee to the Trustee or the Administrator,
at the direction of the Administrator, to apply against or discharge such
indebtedness. Prior to making a payment, however, the Participant or beneficiary
must be given written notice by the Administrator that such indebtedness is to
be so paid in whole or part from his Participant's Account. If the Participant
or beneficiary does not agree that the indebtedness is a valid claim against his
Account, he shall be entitled to a review of the validity of the claim in
accordance with procedures provided in Article XII.

(c) Subparagraph (a) shall not apply to a Qualified Domestic Relations Order.
The Administrator shall establish a written procedure to determine the qualified
status of domestic relations orders and to administer distributions under such
qualified orders.

         16.03    Construction of Plan.

This Plan shall be construed and enforced according to ERISA and the Code and
the laws of the State of Ohio, and other than its laws respecting choice of law,
to the extent not preempted by ERISA.

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         16.04    Gender and Number.

WHEREVER ANY WORDS ARE USED HEREIN IN THE MASCULINE, FEMININE OR NEUTER GENDER,
THEY SHALL BE CONSTRUED AS THOUGH THEY WERE ALSO USED IN ANOTHER GENDER IN ALL
CASES WHERE THEY WOULD SO APPLY, AND WHENEVER ANY WORDS ARE USED HEREIN IN THE
SINGULAR OR PLURAL FORM, THEY SHALL BE CONSTRUED AS THOUGH THEY WERE ALSO USED
IN THE OTHER FORM IN ALL CASES WHERE THEY WOULD SO APPLY.

         16.05    Prohibition Against Diversion of Funds.

Except as provided below and otherwise specifically permitted by law, it shall
be impossible by operation of the Plan or of the Trust, by termination of
either, by power of revocation or amendment, by the happening of any
contingency, by collateral arrangement or by any other means, for any part of
the corpus or income of any trust fund maintained pursuant to the Plan or any
funds contributed thereto to be used for, or diverted to, purposes other than
the exclusive benefit of Participants or their beneficiaries.

         16.06    Bonding.

Every fiduciary, except a bank or an insurance company, unless exempted by ERISA
and regulations thereunder shall be bonded in an amount not less than ten
percent (10%) of the amount of the funds such fiduciary handles; provided,
however, that the minimum bond shall be $1,000 and the maximum bond $500,000.
The amount of funds handled shall be determined at the beginning of each Plan
Year by the amount of funds handled by such person, group, or class to be
covered and their predecessors, if any, during the preceding Plan Year, or if
there is no preceding Plan Year, then by the amount of the funds to be handled
during the then current year. The bond shall provide protection to the Plan
against any loss by reason of acts of fraud or dishonesty by the fiduciary alone
or in connivance with others. The surety shall be a corporate surety company (as
such term is used in Section 412(a)(2) of ERISA), and the bond shall be in a
form approved by the Secretary of Labor. Notwithstanding anything in the Plan to
the contrary, the cost of such bonds shall be an expense of and may, at the
election of the Administrator, be paid from the Trust Fund or by the Employer.

         16.07    Protective Clause.

Neither the Company nor the Employer nor the Trustee, nor their successors,
shall be responsible for the validity of any insurance contract issued hereunder
or for the failure on the part of the insurer to make payments provided by any
such Contract, or for the action of any person which may delay payment or render
a Contract null and void or unenforceable in whole or in part.

         16.08    Receipt and Release for Payments.

Any payment to any Participant, his legal representative, beneficiary, or to any
guardian or committee appointed for such Participant or beneficiary in
accordance with the provisions of the Plan, shall, to the extent thereof, be in
full satisfaction of all claims hereunder against the Trustee

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and the Employer and the Company, either of whom may require such Participant,
legal representative, beneficiary, guardian or committee, as a condition
precedent to such payment, to execute a receipt and release thereof in such form
as shall be determined by the Trustee or the Company or the Employer.

         16.09    Action by the Employer.

Whenever the Employer under the terms of the Plan is permitted or required to do
or perform any act or matter or thing, it shall be done and performed by a
person duly authorized by its legally constituted authority. Unless waived by
the party to whom directed, all notices, reports, requests, elections,
designations, claims or other communications referred to in the Plan, and all
actions taken pursuant to the Plan, shall be in writing, provided, however, that
Internal Revenue Service guidance regarding the use of new technologies in plan
administration may be applied.

         16.10    Headings.

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

         16.11    Uniformity.

All provisions of this Plan shall be interpreted and applied in a uniform,
nondiscriminatory manner.

         16.12    Participating Employers.

Any company deemed to be a member of a controlled group of corporations or
trades or business under common control or an affiliated service group pursuant
to Section 414(b), (c), (m) or (o) of the Code of which the Company is also a
member may, with the consent of the Company and the consent of such company's
Board of Directors, elect to participate in the Plan and may adopt the Plan
hereby created. From and after the effective date when such company shall have
become a party to this Agreement, it shall for all purposes of this Agreement be
included within the meaning of the word Employer. Provided, however, such
participating employers shall not be required to authorize an amendment to the
agreement in order to effectuate an amendment or to terminate this Plan.

         16.13    Missing Persons.

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IT IS THE INTENT OF THE EMPLOYER THAT CONTRIBUTIONS TO THE PLAN SHALL BE FOR THE
EXCLUSIVE BENEFIT OF THE PARTICIPANTS AND THEIR BENEFICIARIES. IN THE EVENT THE
ADMINISTRATOR CANNOT LOCATE AN INDIVIDUAL ENTITLED TO RECEIVE A DISTRIBUTION
UNDER THE PLAN, THE ADMINISTRATOR CAN ACT TO PREVENT REVERSION OF SUCH BENEFITS
TO THE STATE. IF THE WHEREABOUTS OF ANY FORMER PARTICIPANT AND/OR BENEFICIARY
WHO IS ENTITLED TO ANY DISTRIBUTION UNDER THE PLAN CANNOT BE DETERMINED BY THE
ADMINISTRATOR OR THE EMPLOYER, THEN THE ADMINISTRATOR MAY INSTRUCT THE TRUSTEE
TO MAINTAIN SUCH PARTICIPANT'S OR BENEFICIARY'S ACCOUNT IN SUSPENSE. THE
ADMINISTRATOR SHALL, FROM TIME TO TIME DURING THE FOLLOWING THREE (3) YEARS,
MAKE REASONABLE EFFORTS TO LOCATE SUCH MISSING PARTICIPANT OR BENEFICIARY. IF
THE PARTICIPANT OR BENEFICIARY TO WHOM PAYMENT IS DUE CANNOT BE FOUND WITHIN
SUCH THREE (3) YEAR PERIOD, THE ADMINISTRATOR MAY DECLARE SUCH ACCOUNT A
FORFEITURE AND ALLOCATE IT IN ACCORDANCE WITH SECTION 4.07. IF A CLAIM IS LATER
MADE BY A PARTICIPANT OR BENEFICIARY FOR AN ACCOUNT WHICH HAS BEEN FORFEITED
PURSUANT TO THIS SECTION, THE FORFEITED BENEFIT SHALL BE RESTORED OUT OF
FORFEITURES OCCURRING DURING THE PLAN YEAR OR BY MEANS OF A SPECIAL EMPLOYER
CONTRIBUTION AND BE PAID TO SUCH CLAIMANT.

Alternatively, the Administrator may deposit the Participant's Account in a bank
defined in Section 581 of the Code.

It shall be the responsibility of the terminating Participant to keep the
Administrator informed as to his address, and the Trustee and the Administrator
shall not be required to do anything further than sending all papers, notices,
payments or the like to the last address given them by such Participant unless
they can be shown to have acted in bad faith, having had knowledge of the
Participant's actual whereabouts.

         16.14    Mutual Exclusivity of Benefits.

No Participant or beneficiary shall be entitled to receive more than one type of
benefit under this Plan. Any election or type of benefit made by the Participant
shall be binding on the Participant as well as his beneficiary.

         16.15    Severability.

If any provision of this Plan shall be for any reason invalid or unenforceable,
the remaining provisions shall nevertheless be carried into effect.

         16.16    Spendthrift Clause.

The right of any Participant or beneficiary to any benefit or to any payment
hereunder or to any separate account shall not be subject to alienation or
assignment. If any Participant shall, except as hereby permitted, attempt to
assign, transfer or dispose of such right, or should such right be subjected to
attachment, execution, garnishment, sequestration or other legal, equitable or
other process, it shall ipso facto pass to such one or more persons as may be
appointed by the

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Administrator from among the beneficiaries, if any, therefore designated by such
Participant and the Spouse and blood relatives of the Participant. However, the
Administrator, in his sole discretion, may reappoint the Participant to receive
any payment thereafter becoming due either in whole or in part. Any appointment
made by the Administrator hereunder may be revoked by the Administrator at any
time, and further appointment made by him.

ALL PROVISIONS IN THIS INSTRUMENT FOR THE VESTING AND PAYMENT OF ANY SUM OR
INTEREST ARE SUBJECT TO THE PROVISIONS THAT SUCH SUM AND INTEREST SHALL NOT BE
ANTICIPATED, ALIENATED OR IN ANY OTHER MANNER ASSIGNED BY THE PARTICIPANT AND
SHALL NOT BE SUBJECT TO BE REACHED OR APPLIED EITHER BY ANY CREDITOR, SPOUSE OR
DIVORCED SPOUSE OF ANY PARTICIPANT, NOR BY OR UNDER ANY AGREEMENT OR DECREE OF
SEPARATION OR DIVORCE, VOLUNTARY OR INVOLUNTARY, OF ANY PARTICIPANT, BUT SHALL
BE FOR THE BENEFIT OF THE BENEFICIARY CHOSEN BY THE PARTICIPANT OR ADMINISTRATOR
PURSUANT TO THIS SECTION, EXCEPT AS PROVIDED PURSUANT TO A QUALIFIED DOMESTIC
RELATIONS ORDER.

         16.17    Payment to Minor or Incompetent.

In the event that any amount is payable to a minor or other legally incompetent
persons, such payment shall be made for the benefit of such minor or other
incompetent person in any of the following ways as the Administrator, in his
sole discretion, shall determine: (a) to the legal representative or custodian
of such minor or other incompetent person, as defined in the Ohio Rev. Code
Section 1339.34; (b) to some near relative of such minor or other incompetent
person, to be used for the latter's benefit. The Administrator shall not be
required to see to the proper application of any such payment made to any person
pursuant to the provisions of this Section.

         16.18    Legal Actions.

Except as may be specifically provided for by law, in any action or proceeding
involving the Trust or any property constituting a part or all thereof, or the
administration thereof, the Company, the Employer, the Administrator, and the
Trustee shall be the only necessary parties and no Employees or former Employees
of the Employer or their beneficiaries or any other person having or claiming to
have an interest in the Trust or under the Plan shall be entitled to any notice
or process.

Except as may be specifically provided for by law, any final judgment which is
not appealed or appealable that may be entered in any such action or proceeding
shall be binding and conclusive on the parties hereto and all persons having or
claiming to have an interest in the Trust or under the Plan.




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This Plan is adopted by the Company and the Trustee as of the dates appearing
opposite their respective signatures.

                                          COMPANY:

                                          NEOPROBE CORPORATION



Date:                                     By:
     ----------------------                  -----------------------------------


                                          TRUSTEE:

                                          NEOPROBE CORPORATION


Date:                                     By:
     ----------------------                  -----------------------------------
















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                              NEOPROBE CORPORATION
                                   401(k) PLAN




                                   APPENDIX A

                         LIST OF PARTICIPATING EMPLOYERS


Neoprobe Corporation























                                       A-1

<PAGE>




                                  CERTIFICATION


      I hereby certify that the foregoing is a true and authentic copy of the
amended and restated Neoprobe Corporation 401(k) Plan, effective as of the 1st
day of January, 2005 and adopted on the ____ day of __________, _____.


                                            NEOPROBE CORPORATION



Date: ______________                        By: ________________________________