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                                                                 EXHIBIT 4(e)(5)


                         PUTNAM BASIC PLAN DOCUMENT #07


ARTICLE 1. INTRODUCTION

         By executing the Plan Agreement, the Employer has established a
retirement plan (the "Plan") according to the terms and conditions of the Plan
Agreement and this Putnam Basic Plan Document #07, for the purpose of providing
a retirement fund for the benefit of Participants and Beneficiaries. A Plan
established hereunder pursuant to a Plan Agreement is intended to qualify under
Section 401(a) of the Code.
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ARTICLE 2. DEFINITIONS

         The terms defined in Section 2.1 through 2.52 appear generally
throughout the document. Sections 2.53 through 2.63 and Article 5 contain
definitions of terms used only in a CODA and Section 10.4 contains additional
definitions related to distributions from the Plan. Articles 6 and 11 contain
additional definitions of terms used only in those Articles.

         2.1. Account means any of, and Accounts means all of, a Participant's
Employer Contribution Account, Participant Contribution Account, Rollover
Account, Deductible Employee Contribution Account and if the Plan contains a
CODA, the accounts maintained for the Participant pursuant to Article 5.

         2.2. Affiliated Employer, for purposes of the Plan other than Article
6, means the Employer and a trade or business, whether or not incorporated,
which is any of the following:

                  (a)  A member of a group of controlled corporations (within
         the meaning of Section 414(b) of the Code) which includes the
         Employer; or

                  (b)  A trade or business under common control (within the
         meaning of Section 414(c) of the Code) with the Employer; or

                  (c)  A member of an affiliated service group (within the
         meaning of Section 414(m) of the Code) which includes the Employer; or

                  (d)  An entity otherwise required to be aggregated with the
         Employer pursuant to Section 414(o) of the Code.

         In determining an Employee's service for vesting and for eligibility to
participate in the Plan, all employment with Affiliated Employers will be
treated as employment by the Employer.

         For purposes of Article 6 only, the definitions in paragraphs (a) and
(b) of this Section 2.2 shall be modified by adding at the conclusion of the
parenthetical phrase in each such paragraph the words "as modified by Section
415(h) of the Code."

         2.3. Authorized Leave of Absence means a leave of absence from
employment granted in writing by an Affiliated Employer. Authorized Leave of
Absence shall be granted on account of military service for any period during
which an Employee's right to re-employment is guaranteed by law, and for such
other reasons and periods as an Affiliated Employer shall consider proper,
provided that Employees in similar situations shall be similarly treated.

         2.4. Base Contribution Percentage means the percentage so specified in
the Plan.


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Agreement.

         2.5. Beneficiary means a person entitled to receive benefits under the
Plan upon the death of a Participant, in accordance with Section 7.2 and
Articles 10 and 11.

         2.6. CODA means a cash or deferred arrangement that meets the
requirements of Section 401(k) of the Code, adopted as part of a profit sharing
plan.

         2.7. Code means the Internal Revenue Code of 1986, as amended.

         2.8 Compensation means all of an Employee's compensation determined in
accordance with the definition and for the purpose elected by the Employer in
the Plan Agreement. For purposes of that election, "Form W-2 earnings" means
"wages" within the meaning of Section 3401(a) of the Code in connection with
income tax withholding at the source, and all other compensation paid to the
Employee by the Employer in the course of its trade or business, for which the
Employer is required to furnish the Employee with a written statement under
Sections 6041(d), 6051(a)(3) and 6052 of the Code, determined without regard to
exclusions 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) of
the Code). Compensation shall include only amounts actually paid to the Employee
during the Plan Year, except that if the Employer so elects in the Plan
Agreement, in an Employee's initial year of participation in the Plan,
Compensation shall include only amounts actually paid to the Employee from the
Employee's effective date of participation pursuant to Section 3.1 to the end of
the Plan Year. In addition, if the Employer so elects in the Plan Agreement,
Compensation shall include any amount which is contributed to an employee
benefit plan for the Employee by the Employer pursuant to a salary reduction
agreement, and which is not includible in the gross income of the Employee under
Section 125, 402(e)(3), 402(h)(1)(B) or 403(b) of the Code. If the Employer so
elects in the Plan Agreement, Compensation shall not include overtime pay,
bonuses, commissions or other similar types of pay, or Compensation above a
specified amount, all as designated in the Plan Agreement, provided, that such
election may not be made if the Employer elects in the Plan Agreement to
integrate the Plan with Social Security. (For a self-employed person, the
relevant term is Earned Income, as defined in Section 2.12.)

         2.9 Date of Employment means the first date on which an Employee
performs an Hour of Service; or, in the case of an Employee who has incurred one
or more One-Year Eligibility Breaks and who is treated as a new Employee under
the rules of Section 3.3, the first date on which he performs an Hour of Service
after his return to employment.

         2.10 Deductible Employee Contribution Account means an account
maintained on the books of the Plan on behalf of a Participant, in which are
recorded amounts contributed by him to the Plan on a tax-deductible basis under
prior law, and the income, expenses, gains and losses thereon.


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         2.11 Disabled means unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
that can be expected to result in death or which has lasted or can be expected
to last for a continuous period of not less than 12 months. The permanence and
degree of such impairment shall be supported by medical evidence.

         2.12 Earned Income means a Self-Employed Individual's net earnings from
self-employment in the trade or business with respect to which the Plan is
established, excluding items not included in gross income and the deductions
allocable to such items, and reduced by (i) contributions by the Employer to
qualified plans, to the extent deductible under Section 404 of the Code, and
(ii) the deduction allowed to the taxpayer under Section 164(f) of the Code for
taxable years beginning after December 31, 1989.

         2.13 Earnings, for determining all benefits provided under the Plan,
means the first $150,000 (as adjusted periodically by the Secretary of the
Treasury for inflation) of the sum of the Compensation and Earned Income
received by an Employee during a Plan Year. To calculate an allocation to a
Participant's Account for any Plan Year shorter than 12 months, the dollar
limit on Earnings must be multiplied by a fraction of which the denominator is
12 and the numerator is the number of months in the Plan Year. In determining
the Earnings of a Participant, the rules of Section 414(q)(6) of the Code shall
apply, except that in applying those rules the term "family" shall include
only the Participant's spouse and the Participant's lineal descendants who have
not reached age 19 by the last day of the Plan Year. If, as a result of the
application of such rules, the applicable Earnings limitation described above
is exceeded, then the limitation shall be prorated among the affected
individuals in proportion to each such individual's Earnings as determined
under this Section prior to the application of this limitation.

         2.14 Effective Date means the date so designated in the Plan Agreement.
If the Plan Agreement indicates that the Employer is adopting the Plan as an
amendment of an existing plan, the provisions of the existing plan apply to all
events preceding the Effective Date, except as to specific provisions of the
Plan which set forth a retroactive effective date in accordance with Section
1140 of the Tax Reform Act of 1986.

         2.15 Eligibility Period means a period of service with the Employer
which an Employee is required to complete in order to commence participation in
the Plan. A 12-month Eligibility Period is a period of 12 consecutive months
beginning on an Employee's most recent Date of Employment or any anniversary
thereof, in which he is credited with at least 1,000 Hours of Service or the
number of Hours of Services set forth in the Plan Agreement. A 6-month
Eligibility Period is a period of 6 consecutive months beginning on an
Employee's most recent Date of Employment or any anniversary thereof, or on the
6-month anniversary of such Date of Employment or any anniversary thereof, in
which he is credited with at least 500 Hours of Service or the number of Hours
of Service set forth in the Plan Agreement. If the Employer has selected another
period of service as the Eligibility Period under the Plan, Eligibility Period
means the period so designated in which the


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Employee is credited with the number of hours designated in the Plan Agreement.
Notwithstanding the foregoing, if an Employee is credited with 1,000 Hours of
Service during a 12-consecutive-month period following his Date of Employment or
any anniversary thereof, he shall be credited with an Eligibility Period. In the
case of an Employee in a seasonal industry (as defined under regulations
prescribed by the Secretary of Labor) in which the customary extent of
employment during a calendar year is fewer than 1,000 Hours of Service in the
case of a 12-month Eligibility Period, the number specified in any regulations
prescribed by the Secretary of Labor dealing with years of service shall be
substituted for 1,000. If the Employer so elects in the Plan Agreement, an
Employee's most recent Date of Employment for purposes of this Section 2.15
shall be the first date on which he performed services for a business acquired
by the Employer.

         2.16. Employee means a common law Employee of an Affiliated Employer;
in the case of an Affiliated Employer which is a sole proprietorship, the sole
proprietor thereof; in the case of an Affiliated Employer which is a
partnership, a partner thereof; and a Leased Employee of an Affiliated Employer.
The term "Employee" includes an individual on Authorized Leave of Absence, a
Self-Employed Individual and an Owner-Employee.

         2.17. Employer means the Employer named in the Plan Agreement and any
successor to all or the major portion of its assets or business which assumes
the obligations of the Employer under the Plan Agreement.

         2.18. Employer Contribution Account means an account maintained on the
books of the Plan on behalf of a Participant, in which are recorded the amounts
allocated for his benefit from contributions by the Employer (other than
contributions pursuant to Article 5 (i.e. the CODA Provisions)), Forfeitures by
former Participants (if the Plan provides for reallocation of Forfeitures),
amounts reapplied under Section 6.1(d), and the income, expenses, gains and
losses incurred thereon.

         2.19. Employer Stock means securities constituting "qualifying employer
securities" of an Employer within the meaning of Section 407(d)(5) of ERISA.

         2.20. ERISA means the Employee Retirement Income Security Act of 1974,
as amended.

         2.21. Excess Earnings means a Participant's Earnings in excess of the
Integration Level of the Plan.

         2.22. Forfeiture means a nonvested amount forfeited by a former
Participant, pursuant to Section 8.3, or an amount forfeited by a former
Participant or Beneficiary who cannot be located, pursuant to Section 9.5.

         2.23. Hour of Service means each hour described in paragraphs (a), (b),
(c), (d) or (e) below, subject to paragraphs (f) and (g) below.


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

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

                  (c) Each hour for which back pay, irrespective of mitigation
         of damages, is either awarded or agreed to by an Affiliated Employer.
         The same Hours of Service shall not be credited under both paragraph
         (a) or paragraph (b), as the case may be, and under this paragraph
         (c); and no more than 501 Hours of Service shall be credited under
         this paragraph (c) with respect to payments of back pay, to the extent
         that such pay is agreed to or awarded for a period of time described
         in paragraph (b) during which the Employee did not perform or would
         not have performed any duties. These hours shall be credited to the
         Employee for the computation period or periods to which the award or
         agreement pertains rather than the computation period in which the
         award, agreement or payment is made.

                  (d) Each hour during an Authorized Leave of Absence. Such
         hours shall be credited at the rate of a customary full work week for
         an Employee.

                  (e) Solely for purposes of determining whether a One Year
         Vesting Break or a One-Year Eligibility Break has occurred, each hour
         which otherwise would have been credited to an Employee but for an
         absence from work by reason of: the pregnancy of the Employee, the
         birth of a child of the Employee, the placement of a child with the
         Employee in connection with the adoption of the child by the Employee,
         or caring for a child for a period beginning immediately after its
         birth or placement. If the Plan Administrator cannot determine the
         hours which would normally have been credited during such an absence,
         the Employee shall be credited with eight Hours of Service for each day
         of absence. No more than 501 Hours of Service shall be credited under
         this paragraph by reason of any pregnancy or placement. Hours credited
         under this paragraph shall be treated as Hours of Service only in the
         Plan Year or Eligibility Period or both, as the case may be, in which
         the absence from work begins, if necessary to prevent the Participant's
         incurring a


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          One-Year Vesting Break or One-Year Eligibility Break in that period,
          or, if not, in the period immediately following that in which the
          absence begins. The Employee must timely furnish to the Employer
          information reasonably required to establish (i) that an absence from
          work is for a reason specified above, and (ii) the number of days for
          which the absence continued.

                  (f) Hours of Service shall be determined on the basis of
         actual hours for which an Employee is paid or entitled to payment, or
         as otherwise specified in the Plan Agreement.

                  (g) If the Employer maintains the plan of a predecessor
          Employer, service for the predecessor Employer shall be treated as
          service for the Employer. If the Employer does not maintain the plan
          of a predecessor Employer, service for the predecessor Employer shall
          be treated as service for the Employer only to the extent that the
          Employer so elects in the Plan Agreement.

                  (h) Hours of Service shall be credited to a Leased Employee
          as though he were an Employee.

         2.24. Integration Level means the Earnings amount selected by the
Employer in the Plan Agreement.

         2.25. Investment Company means an open-end registered investment
company for which Putnam Mutual Funds Corp., or its affiliate acts as principal
underwriter, or for which Putnam Investment Management, Inc., or its affiliate
serves as an investment adviser; provided that its prospectus offers its shares
under the Plan.

          2.26. Investment Company Shares means shares issued by an Investment
Company.

         2.27. Investment Products means any of the investment products
specified by the Employer in accordance with Section 13.2, from the group of
those products sponsored, underwritten or managed by Putnam as shall be made
available by Putnam under the Plan, and such other products as shall be
expressly agreed to in writing by Putnam for availability under the Plan.

         2.28. Leased Employee means any person (other than an Employee of the
recipient) who pursuant to an agreement between the recipient and any other
person ("leasing organization") has performed services for the recipient (or for
the recipient and related persons determined in accordance with Section
414(n)(6) of the Code) on a substantially full time basis for a period of at
least one year, and such services are of a type historically performed by
Employees in the business field of the recipient Employer. The compensation of a
Leased Employee for purposes of the Plan means the Compensation (as defined in
Section 2.8) of the Leased Employee attributable to services performed for the
recipient Employer. Contributions or benefits provided to a leased Employee by
the leasing


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organization which are attributable to services performed for the recipient
Employer shall be treated as provided by the recipient Employer. Provided that
leased Employees do not constitute more than 20% of the recipient's nonhighly
compensated workforce, a leased Employee shall not be considered an Employee of
the recipient if he is covered by a money purchase pension plan providing: (1)
a nonintegrated Employer contribution rate of at least 10% of compensation (as
defined in Section 415(c)(3) of the Code, but including amounts contributed
pursuant to a salary reduction agreement which are excludable from the
Employee's gross income under Section 125, Section 402(e)(3), Section
402(h)(1)(B) or Section 403(b) of the Code), (2) immediate participation, and
(3) full and immediate vesting.

         2.29. One-Year Eligibility Break means a 12-month Eligibility Period
during which an individual is not credited with more than 500 Hours of Service;
provided, however, that in the case of an Employee in a seasonal industry, there
shall be substituted for 500 the number of Hours of Service specified in any
regulations of the Secretary of Labor dealing with breaks in service, and
provided further than if the Employer has elected in the Plan Agreement to
establish a number less than 500 as the requisite Hours of Service for crediting
a 12-month Eligibility Period, that number shall be substituted for 500.

         2.30. One-Year Vesting Break means a Year of Service measuring period,
as elected by the Employer in the Plan Agreement, during which an individual is
not credited with more than 500 Hours of Service; provided, however, that in the
case of an Employee in a seasonal industry, there shall be substituted for 500
the number of Hours of Service specified in any regulations for the Secretary of
Labor dealing with breaks in service, and provided further that if the Employer
has elected in the Plan Agreement to establish a number less than 500 as the
requisite Hours of Service for crediting a Year of Service, that number shall be
substituted for 500.

         2.31. Owner-Employee means the sole proprietor of an Affiliated
Employer that is a sole proprietorship, or a partner owning more than 10% of
either the capital or profits interest of an Affiliated Employer that is a
partnership. The Plan Administrator shall be responsible for identifying
Owner-Employees to the Recordkeeper.

         2.32. Participant means each Employee who has met the requirement for
participation in Article 3. An Employee is not a Participant for any period
before the entry date applicable to him.

         2.33. Participant Contribution means an after-tax contribution made by
a Participant in accordance with Section 4.6.

         2.34. Participant Contribution Accounts means an account maintained on
the books of the Plan, in which are recorded Participant Contributions by a
Participant and any income, expenses, gains or losses incurred thereon.

         2.35. Plan means the form of defined contribution retirement plan and
trust


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agreement adopted by the Employer, consisting of the Plan Agreement and the
Putnam Basic Plan Document #07 as set forth herein, together with any and all
amendments and supplements thereto.

         2.36. Plan Administrator means the Employer or its appointee pursuant
to Section 15.1.

         2.37. Plan Agreement means the separate agreement entered into between
the Employer and the Trustee and accepted by Putnam, under which the Employer
adopts the Plan and selects among its optional provisions.

         2.38. Plan Year means the period of 12 consecutive months specified by
the Employer in the Plan Agreement, as well as any initial short plan year
period specified by the Employer in the Plan Agreement.

         2.39. Profit Sharing Contribution means a contribution made for the
benefit of a Participant by the Employer pursuant to Section 4.2(a).

         2.40. Putnam means (i) Putnam Mutual Funds Corp., or a company
affiliated with it which Putnam Mutual Funds Corp. has designated as its agent
performing specified actions or procedures in its capacity as sponsor of this
prototype Plan, and (ii) Putnam Fiduciary Trust Company when performing in its
capacity as Recordkeeper or Trustee.

         2.41. Qualified Domestic Relations Order means any judgment, decree or
order (including approval of a property settlement agreement) which constitutes
a "qualified domestic relations order" within the meaning of Code Section
414(p). A judgment, decree or order shall not fail to be a Qualified Domestic
Relations Order merely because it requires a distribution to an alternate payee
(or the segregation of accounts pending distribution to an alternate payee)
before the Participant is otherwise entitled to a distribution under the Plan.

         2.42. Qualified Participant means any Participant who satisfies the
requirements for being a Qualified Participant as elected by the Employer in
the Plan Agreement, for the purposes set forth in the Plan Agreement. If the
Plan is not adopted to replace an existing plan, this Section 2.42 is effective
on the Effective Date. If the Plan replaces an existing plan, this Section 2.42
is effective on the Effective Date, and the provision of the existing plan
that this Section 2.42 replaces shall continue to apply until that time.

         2.43. Recordkeeper means the person or entity designated by the
Employer in the Plan Agreement to perform the duties described in Section 15.4,
and any successor thereto. If Putnam is the Recordkeeper, the terms and
conditions of its service will be as specified in a service agreement between
the Employer and Putnam.

         2.44. Retirement means ceasing to be an Employee in accordance with
Section 7.1.


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         2.45. Rollover Account means an account established for an Employee who
makes a rollover contribution to the Plan pursuant to Section 4.5.

         2.46. Self-Employed Individual means an individual whose personal
services are a material income-producing factor in the trade or business for
which the Plan is established, and who has Earned Income for the taxable year
from that trade or business, or would have Earned Income but for the fact that
the trade or business had no net profits for the taxable year.

         2.47. Shareholder-Employee means any officer or Employee of an
electing small business corporation, within the meaning of Section 1362 of the
Code, who on any day during a taxable year of the Employer owns (or is
considered as owning under Section 318(a)(1) of the Code) more than 5% of the
outstanding stock of the Employer. The Plan administrator shall be responsible
for identifying Shareholder-Employees to the Recordkeeper.

         2.48. Social Security Wage Base means the maximum amount considered as
wages under Section 3121(a)(1) of the Code as in effect on the first day of the
Plan Year.

         2.49. Trust and Trust Fund mean the trust fund established under
Section 13.1.

         2.50. Trustee means the person, or the entity with trustee powers,
named in the Plan Agreement as trustee, and any successor thereto.

         2.51. Valuation Date means each day when the New York Stock Exchange
is open, or such other date or dates as the Employer may designate by written
agreement with the Recordkeeper.

         2.52. Year of Service means a Plan Year or 12-month Eligibility
Period, as elected by the Employer in the Plan Agreement, in which an Employee
is credited with at least 1,000 Hours of Service; provided, however, that if
the Employer has elected in the Plan Agreement to establish a number less than
1,000 as the requisite for crediting a Year of Service, that number shall be
substituted for 1,000, and provided further that in the case of an Employee in a
seasonal industry (as defined under regulations prescribed by the Secretary of
Labor) in which the customary extent of employment during a calendar year is
fewer than 1,000 Hours of Service, the number specified in any regulations
prescribed by the Secretary of Labor dealing with years of service shall be
substituted for 1,000. An Employee's Years of Service shall include service
credited prior to the Effective Date under any predecessor plan. If the initial
Plan Year is shorter than 12 months, each Employee who is credited with at
least 1,000 Hours of Service in the 12-month period ending on the last day of
the initial Plan Year shall be credited with a Year of Service with respect to
the initial Plan Year.

         If the Employer has so elected in the Plan Agreement, Years of Service
for vesting shall not include:


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                  (a) Service in any Plan Year (or comparable period prior to
         the Effective Date) completed before the Employee reached age 18;

                  (b) Service completed during a period in which the Employer
         did not maintain the Plan or any predecessor plan (as defined under
         regulations prescribed by the Secretary of the Treasury).

         If the Employer has so elected in the Plan Agreement, Years of Service
for vesting shall include employment by a business acquired by the Employer,
before the date of the acquisition.

         The following definitions apply only to cash or deferred arrangements
under Section 401(k) (CODA):

         2.53. Deferral Agreement means an Employee's agreement to make one or
more Elective Deferrals in accordance with Section 5.2.

         2.54. Elective Deferral means any contribution made to the Plan by the
Employer at the election of a Participant, in lieu of cash compensation,
including contributions made pursuant to a Deferral Agreement or other deferral
mechanism.

         2.55. Elective Deferral Account means an account maintained on the
books of the Plan, in which are recorded a Participant's Elective Deferrals and
the income, expenses, gains and losses incurred thereon.

         2.56. Employer Matching Account means an account maintained on the
books of the Plan, in which are recorded the Employer Matching Contributions
made on behalf of a Participant and the income, expenses, gains and losses
incurred thereon.

         2.57. Employer Matching Contribution means a contribution made by the
Employer (i) to the Plan pursuant to Section 5.8, or (ii) to another defined
contribution plan on account of a Participant's "elective deferrals" or
"employee contributions," as those terms are used in Section 401(m)(4) of the
Code.

         2.58. Highly Compensated Employee means any highly compensated active
Employee or highly compensated former Employee as defined in subsection (a)
below; provided, however, that if the Employer so elects in the Plan Agreement,
Highly Compensated Employee means any highly compensated Employee under the
simplified method described in subsection (b) below.

                  (a) Regular Method. 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: (i) received
         compensation from the Employer in excess of $75,000 (as adjusted
         pursuant to Section 415(d) of the Code); (ii) received


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<PAGE>   12
         compensation from the Employer in excess of $50,000 (as adjusted
         pursuant to Section 415(d) of the Code) and was a member of the
         top-paid group for such year; or (iii) was an officer of the Employer
         and received compensation during such year that is greater than 50% of
         the dollar limitation in effect under Section 415(b)(1)(A) of the Code.
         The term also includes (A) Employees who are both described in the
         preceding sentence if the term "determination year" is substituted for
         the term "look-back year," and among the 100 Employees who received the
         most compensation from the Employer during the determination year; and
         (B) Employees who are 5% owners at any time during the look-back year
         or determination year. If no officer has satisfied the compensation
         requirement of (iii) above during either a determination year or
         look-back year, the highest paid officer for such year shall be treated
         as a Highly Compensated Employee.

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

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

                  For purposes of this subsection (a), the "determination year"
shall be the Plan Year, and the "look-back year" shall be the 12-month period
immediately preceding the determination year; provided, however, that in a Plan
for which the Plan Year is the calendar year, the current Plan Year shall be
both the "determination year" and the "look-back year" if the Employer so
elects in the Plan Agreement.

                  (b) Simplified Method. An Employee is a Highly Compensated
         Employee under this simplified method if (i) the Employee is a 5%
         owner during the Plan Year; (ii) the Employee's compensation for the
         Plan Year exceeds $75,000 (as adjusted pursuant to Section 415(d) of
         the Code); (iii) the Employee's compensation for the Plan Year exceeds
         $50,000 (as adjusted pursuant to Section 415(d) of the Code) and the
         Employee is in the top-paid group of Employees; or (iv) the Employee
         is an officer of the Employer and received compensation during the
         Plan Year that is


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<PAGE>   13

         greater than 50% of the dollar limitation under Code Section
         415(b)(1)(A).

                  The lookback provisions of Code Section 414(q) do not apply to
         determining Highly Compensated Employees under this simplified method.
         An Employer that applies this simplified method for determining Highly
         Compensated Employees may choose to apply this method on the basis of
         the Employer's workforce as of a single day during the Plan Year
         ("snapshot day"). In applying this simplified method on a snapshot
         basis, the Employer shall determine who is a Highly Compensated
         Employee on the basis of the data as of the snapshot day. If the
         determination of who is a Highly Compensated Employee is made earlier
         than the last day of the Plan Year, the Employee's compensation that is
         used to determine an Employee's status must be projected for the Plan
         Year under a reasonable method established by the Employer.

                  Notwithstanding the foregoing, in addition to those Employees
         who are determined to be highly compensated on the Plan's snapshot day,
         as described above, where there are Employees who are not employed on
         the snapshot day but who are taken into account for purposes of testing
         under Section 5.6 or 5.10, the Employer must treat as a Highly
         Compensated Employee any Eligible Employee for the Plan Year who:

                           (1) terminated prior to the snapshot day and was a
                  Highly Compensated Employee in the prior year;

                           (2) terminated prior to the snapshot day and (i) was
                  a 5% owner, (ii) had compensation for the Plan Year greater
                  than or equal to the projected compensation of any Employee
                  who is treated as a Highly Compensated Employee on the
                  snapshot day (except for Employees who are Highly Compensated
                  Employees solely because they are 5% owners or officers), or
                  (iii) was an officer and had compensation greater than or
                  equal to the projected compensation of any other officer who
                  is a Highly Compensated Employee on the snapshot day solely
                  because that person is an officer; or

                           (3) becomes employed subsequent to the snapshot day
                  and (i) is a 5% owner, (ii) has compensation for the Plan
                  Year greater than or equal to the projected compensation of
                  any Employee who is treated as a Highly Compensated Employee
                  on the snapshot day (except for Employees who are Highly
                  Compensated Employees solely because they are 5% owners or
                  officers), or (iii) is an officer and has compensation greater
                  than or equal to the projected compensation of any other
                  officer who is a Highly Compensated Employee on the snapshot
                  day solely because that person is an officer.

                  If during a Plan Year an Employee is a family member of either
         a 5% owner who is an Employee, or a Highly Compensated Employee who is
         one of the ten most highly paid Highly Compensated Employees ranked on
         the basis of compensation paid


                                      -13-

<PAGE>   14

         by the Employees during the year, then the family member and the 5%
         owner or top-ten-Highly-Compensated-Employee shall be treated as a
         single Employee receiving compensation and Plan contributions or
         benefits equal to the sum of the compensation and contributions or
         benefits of the family member and the 5% owner or
         top-ten-Highly-Compensated-Employee. For purposes of this Section
         2.58(b), family members include the spouse, lineal ascendants and
         descendants of the Employee and the spouses of such lineal ascendants
         and descendants.

         The determination of who is a Highly Compensated Employee, including
the determinations of the number and identity of Employees in the top-paid
group, the top 100 Employees, the number of Employees treated as officers and
the compensation that is considered, will be made in accordance with Section
414(q) of the Code and the regulations thereunder. The Plan Administrator is
responsible for identifying the Highly Compensated Employees and reporting such
data to the Recordkeeper.

         2.59. Non-Highly Compensated Employee means an Employee who is not a
Highly Compensated Employee.

         2.60. Qualified Matching Account means an account maintained on the
books of the Plan, in which are recorded the Qualified Matching Contributions on
behalf of a Participant and the income, expense, gain and loss attributable
thereto.

         2.61. Qualified Matching Contribution means a contribution made by the
Employer that: (i) is allocated with respect to a Participant's Elective
Deferrals or Participant Contributions or both (as elected by the Employer in
the Plan Agreement), (ii) is fully vested at all times and (iii) is
distributable only in accordance with Section 5.13.

         2.62. Qualified Nonelective Contribution means a contribution (other
than an Employer Matching Contribution or Qualified Matching Contribution) made
by the Employer, that: (i) a Participant may not elect to receive in cash until
it is distributed from the Plan; (ii) is fully vested at all times; and (iii) is
distributable only in accordance with Section 5.13.

         2.63. Qualified Nonelective Contribution Account means an account
maintained on the books of the Plan, in which are recorded the Qualified
Nonelective Contributions on behalf of a Participant and the income, expense,
gain and loss attributable thereto.


                                      -14-

<PAGE>   15

ARTICLE 3. PARTICIPATION

         3.1. Initial Participation. Upon completion of the eligibility for
Plan participation requirements specified in the Plan Agreement, an Employee
shall begin participation in the Plan as of the entry date specified in the Plan
Agreement, or as of the Effective Date, whichever is later; provided, however,
that:

                  (a) if the Plan is adopted as an amendment of a predecessor
         plan of the Employer, every Employee who was participating under the
         predecessor plan when it was so amended shall become a Participant in
         the Plan as of the Effective Date, whether or not he has satisfied the
         age and service requirements specified in the Plan Agreement; and

                  (b) if the Employer so specifies in the Plan Agreement, any
         individual who is (i) a nonresident alien receiving no earned income
         from an Affiliated Employer which constitutes income from sources
         within the United States, (ii) included in a unit of Employees covered
         by a collective bargaining agreement between the Employer and Employee
         representatives (excluding from the term "Employee representatives" any
         organization of which more than half of the members are Employees who
         are owners, officers, or executives of an Affiliated Employer), if
         retirement benefits were the subject of good faith bargaining and no
         more than 2% of the Employees covered by the collective bargaining
         agreement are professionals as defined in Section 1.410(b)-9 of the
         Income Tax Regulations, (iii) is an Employee of an Affiliated Employer
         specified by the Employer in the Plan Agreement, (iv) is a Leased
         Employee, or (v) is a member of such other class of Employees specified
         by the Employer in the Plan Agreement, shall not participate in the
         Plan until the later of the date on which he ceases to be described in
         clause (i), (ii), (iii), (iv) or (v), whichever are applicable, or the
         entry date specified by the Employer in the Plan Agreement; and

                  (c) if the Plan is not adopted as an amendment of a
         predecessor plan of the Employer, Employees on the Effective Date shall
         begin participation on the Effective Date, to the extent so elected by
         the Employer in the Plan Agreement; and

                  (d) a Participant shall cease to participate in the Plan when
         he becomes a member of a class of Employees ineligible to participate
         in the Plan, and shall resume participation immediately upon his return
         to a class of Employees eligible to participate in the Plan.

         In the case of a Plan to which the CODA provisions of Article 5 apply
         and for which the Employer has elected in the Plan Agreement to apply
         different minimum service requirements for purposes of participation in
         Profit Sharing Contributions, for purposes of participation in the CODA
         provisions and/or for purposes of participation in Employer Matching
         Contributions, this Article 3 shall be applied separately with


                                      -15-

<PAGE>   16

         regard to participation under Article 4, with regard to participation
         under the CODA Provisions of Article 5 and/or with regard to
         participation in Employer Matching Contributions under Article 5.

         3.2. Special Participation Rule. With respect to a Plan in which the
Employer has specified full and immediate vesting in the Plan Agreement, an
Employee who incurs a One-Year Eligibility Break before completing the number of
Eligibility Periods required under Section 3.1 shall not thereafter be credited
with any Eligibility Period completed before the One-Year Eligibility Break.

         3.3. Resumed Participation. A former Employee who incurs a One-Year
Eligibility Break after having become a Participant shall participate in the
Plan as of the date on which he again becomes an Employee, if (i) his Accounts
had become partially or fully vested before he incurred a One-Year Vesting
Break, or (ii) the number of consecutive One-Year Eligibility Breaks he incurred
are fewer than the greater of five or the number of Eligibility Periods
completed before such One-Year Eligibility Breaks. In any other case, when he
again becomes an Employee he shall be treated as a new Employee under Section
3.1.

         3.4. Benefits for Owner-Employees. If the Plan provides contributions
or benefits for one or more Owner-Employees who control both the trade or
business with respect to which the Plan is established and one or more other
trades or businesses, the Plan and plans established with respect to such other
trades or businesses must, when looked at as a single plan, satisfy Sections
401(a) and (d) of the Code with respect to the Employees of this and all such
other trades or businesses. If the Plan provides contributions or benefits for
one or more Owner-Employees who control one or more other trades or businesses,
the Employees of each such other trade or business must be included in a plan
which satisfies Sections 401(a) and (d) of the Code and which provides
contributions and benefits not less favorable than those provided for such
Owner-Employees under the Plan. If an individual is covered as an Owner-Employee
under the plans of two or more trades or businesses which he does not control
and such individual controls a trade or business, then the contributions or
benefits of the Employees under the plan of the trade or business which he does
control must be as favorable as those provided for him under the most favorable
plan of the trade or business which he does not control. For purposes of this
Section 3.4, an Owner-Employee, or two or more Owner-Employees, shall be
considered to control a trade or business if such Owner-Employee, or such two or
more Owner-Employees together:

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

                  (b) in the case of a partnership, own more than 50% of either
         the capital interest or the profits interest in such partnership.

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


                                      -16-
<PAGE>   17
Owner-Employees are considered to control within the meaning of the preceding
sentence.

         3.5. Changes in Classification. If a Participant ceases to be member of
a classification of Employees eligible to participate in the Plan, but does not
incur a One-Year Eligibility Break, he will continue to be credited with Years
of Service for vesting while he remains an Employee, and he will resume
participation as of the date on which he again becomes a member of a
classification of Employees eligible to participate in the Plan. If such a
Participant incurs a One-Year Eligibility Break, Section 3.3 will apply. If a
Participant who ceases to be a member of a classification of Employees eligible
to participate in the Plan becomes a member of a classification of Employees
eligible to participate in another plan of the Employer, his Account, if any,
under the Plan shall, upon the Administrator's direction, be transferred to the
plan in which he has become eligible to participate, if such plan permits
receipt of such Account.

         If an Employee who is not a member of a classification of Employees
eligible to participate in the Plan satisfies the age and service requirements
specified in the Plan Agreement, he will begin to participate immediately upon
becoming a member of an eligible classification. If such an Employee has account
balances under another plan of the Employer, such account balances shall be
transferred to the Plan upon the Employee's commencement of participation in the
Plan, if such other plan permits such transfer.


                                      -17-
<PAGE>   18
ARTICLE 4. CONTRIBUTIONS

         4.1. Provisions Applicable to All Plans.

                  (a)  Payment and Crediting of Contributions. The Employer
         shall pay to the order of the Trustee the aggregate contributions to
         the Trust Fund for each Plan Year. Each contribution shall be
         accompanied by instructions from the Employer, in the manner prescribed
         by Putnam. Neither the Trustee nor Putnam shall be under any duty to
         inquire into the correctness of the amount or the timing of any
         contribution, or to collect any amount if the Employer fails to make a
         contribution as provided in the Plan.

                  (b)  Time for Payment. Elective Deferrals will be transferred
         to the Trustee as soon as such contributions can reasonably be
         segregated from the general assets of the Employer, but in any event
         within 90 days after the date on which the Compensation to which such
         contributions relate is paid. The aggregate of all other contributions
         with respect to a Plan Year shall be transferred to the Trustee no
         later than the due date (including extensions) for filing the
         Employer's federal income tax return for that Plan Year.

                  (c)  Limitations on Allocations. All allocations shall be
         subject to the limitations in Article 6.

                  (d)  Establishment of Accounts. The employer will establish
         and maintain (or cause to be established and maintained) for each
         Participant individual accounts adequate to disclose his interest in
         the Trust Fund, including such of the following separate accounts as
         shall apply to the Participant: Employer Contribution Account,
         Participant Contribution Account, Deductible Employee Contribution
         Account, and Rollover Account; and in a Plan with a Coda, Elective
         Deferral Account, Qualified Nonelective Account, Qualified Matching
         Account and Employer Matching Account. The maintenance of such accounts
         shall be only for recordkeeping purposes, and the assets of separate
         accounts shall not be required to be segregated for purposes of
         investment. For purposes of the Plan, a Participant is treated as
         benefitting under the Plan for any Plan Year during which the
         Participant received or is deemed to receive an allocation to an
         Account in accordance with Treasury Regulation ss. 1.410(b)-3(a).

                  (e)  Restoration of Accounts. Notwithstanding any other
         provision of the Plan, for any Plan Year in which it is necessary to
         restore any portion of a Participant's Account pursuant to Section
         8.3(b) or 9.5, to the extent that the amount of Forfeitures available
         is insufficient to accomplish such restoration, the Employer shall
         contribute the amount necessary to eliminate the insufficiency,
         regardless of whether the contribution is currently deductible by the
         Employer under Section 404 of the Code. Forfeitures shall be
         considered available for allocation pursuant to Sections 4.4 and 5.14
         in a Plan Year only after all necessary restoration of Accounts has
         been


                                      -18-


<PAGE>   19
         accomplished.

         4.2. Provisions Applicable Only to Profit Sharing Plans.

                  (a)  Amount of Annual Contribution. The Employer will
         contribute for each Plan Year as a Profit Sharing Contribution an
         amount determined in accordance with the formula specified by the
         Employer in the Plan Agreement, less any amounts reapplied for the Plan
         Year under Section 6.1(d), not to exceed the amount deductible under
         Section 404 of the Code.

                  (b)  Allocation of Profit Sharing Contributions; General Rule.
         As of the last day of each Plan Year, the Profit Sharing Contribution
         (and any amounts reapplied under Section 6.1(d)) for the Plan Year
         shall be allocated as indicated by the Employer in the Plan Agreement.

                  (c)  Plans Integrated with Social Security. If the Employer
         elects in the Plan Agreement an allocation formula integrated with
         Social Security, Profit Sharing Contributions (and any amounts
         reapplied under Section 6.1(d)) shall be allocated as of the last day
         of the Plan Year, as follows:

                           (1)  Top-Heavy Integration Formula. If the Plan is
                  required to provide a minimum allocation for the Plan Year
                  pursuant to the Top-Heavy Plan rules of Article 14, or if the
                  Employer has specified in the Plan Agreement that this
                  paragraph (1) will apply whether or not the Plan is Top-Heavy,
                  then:

                                   (A)  First, among the Employer Contribution
                           Accounts of all Qualified Participants, in the ratio
                           that each Qualified Participant's Earnings bears to
                           all Qualified Participants' Earnings. The total
                           amount allocated in this manner shall be equal to
                           three percent (3%) of all Qualified Participants'
                           Earnings (or, if less, the entire amount to be
                           allocated).

                                   (B)  Next, among the Employer Contribution
                           Accounts of all Qualified Participants who have
                           Excess Earnings, in the ratio that each Qualified
                           Participant's Excess Earnings bears to all Qualified
                           Participants' Excess Earnings. The total amount
                           allocated in this manner shall be equal to three
                           percent (3%) of all Qualified Participants' Excess
                           Earnings (or, if less, the entire amount remaining to
                           be allocated). In the case of any Qualified
                           Participant who has exceeded the cumulative permitted
                           disparity limit described in subparagraph (5) below,
                           all of such Qualified Participant's Earnings shall be
                           taken into account.


                                      -19-
<PAGE>   20
                                  (C) Next, among the Employer Contribution
                          Accounts of all Qualified Participants, in the ratio
                          that the sum of each Qualified Participant's Earnings
                          and Excess Earnings bears to the sum of all Qualified
                          Participants' Earnings and Excess Earnings. The total
                          amount allocated in this manner shall not exceed the
                          lesser of (i) the sum of all Participants' Earnings
                          and Excess Earnings multiplied by the Top-Heavy
                          Maximum Disparity Percentage determined under
                          subparagraph (1)(E), or (ii) the entire amount
                          remaining to be allocated. In the case of any
                          Qualified Participant who has exceeded the cumulative
                          permitted disparity limit described in subparagraph
                          (5) below, two times such Qualifying Participant's
                          Earnings shall be taken into account.

                                  (D) Finally, any amount remaining shall be
                          allocated among the Employer Contribution Accounts of
                          all Qualified Participants in the ratio that each
                          Qualified Participant's Earnings bears to all
                          Qualified Participants' Earnings.

                                  (E) The Top-Heavy Maximum Disparity Percentage
                          shall be the lesser of (i) 2.7% or (ii) the applicable
                          percentage from the following table:

If the Plan's Integration
Level is More than:                                The applicable percentage is:
                           But not more than:

$0                         The greater of $10,000     2.7%
                           or 20% of the Social
                           Security Wage Base

The greater of $10,000     80% of the Social          1.3%
or 20% of the Social       Security Wage Base
Security Wage Base

80% of the Social          Less than the Social       2.4%
Security Wage Base         Security Wage Base

         If the Plan's Integration Level is equal to the Social Security Wage
Base, the Top-Heavy Maximum Disparity Percentage is 2.7%.

                                  (2) Non-Top-Heavy Integration Formula. If the
                          Plan is not required to provide a minimum allocation
                          for the Plan Year pursuant to the Top-Heavy Plan rules
                          of Article 14, and the Employer has not specified in
                          the Plan Agreement that paragraph (1) will apply
                          whether or not the Plan is Top-Heavy, then:

                                  (A) An amount equal to (i) the Maximum
                          Disparity Percentage determined under subparagraph
                          (2)(C) multiplied by the sum of all Qualified
                          Participants' Earnings and Excess Earnings, or (ii) if


                                      -20-
<PAGE>   21
                           less, the entire amount to be allocated, shall be
                           allocated among the Employer Contribution Account of
                           all Participants in the ratio that the sum of each
                           Qualified Participant's Earnings and Excess Earnings
                           bears to the sum of all Qualified Participants'
                           Earnings and Excess Earnings. In the case of any
                           Qualified Participant who has exceeded the cumulative
                           permitted disparity limit described in subparagraph
                           (5) below, two times such Qualified Participant's
                           Earnings shall be taken into account.

                                   (B)  Any amount remaining after the
                           allocation in paragraph (2)(A) shall be allocated
                           among the Employer Contribution Accounts of all
                           Qualified Participants in the ratio that each
                           Qualified Participant's Earnings bears to all
                           Qualified Participants' Earnings.

                                   (C)  The Maximum Disparity Percentage shall
                           be the lesser of (i) 5.7% or (ii) the applicable
                           percentage from the following table:

<TABLE>

<CAPTION>
<S>                                   <C>                                      <C>
If the Plan's Integration Level is      But not more than:                       The applicable percentage is:
more than:

$0                                      The greater of $10,000 or 20% of         5.7%
                                        the Social Security Wage Base

The greater of $10,000 or 20% of        80% of the Social Security Wage          4.3%
the Social Security Wage Base           Base

80% of the Social Security Wage         Less than the Social Security Wage       5.4%
Base                                    Base

</TABLE>

         If the Plan's Integration Level is equal to the Social Security Wage
Base, the Maximum Disparity Percentage is 5.7%.

                           (3)     In this Section 4.2, "Earnings" means
                  Earnings as defined in Section 2.13.

                           (4)   Annual overall permitted disparity limit.
                  Notwithstanding subparagraphs (1) through (3) above, for any
                  Plan Year this Plan benefits any Participant who benefits
                  under another qualified plan or simplified employee pension
                  (as defined in Section 408(k) of the Code) maintained by the
                  Employer that provides for permitted disparity (or imputes
                  disparity), Profit Sharing Contributions and Forfeitures will
                  be allocated among the Employer Contribution Accounts of all
                  Qualified Participants in the ratio that such Qualified
                  Participant's Earnings bears to the Earnings of all
                  Participants.


                           (5)   Cumulative Permitted Disparity Limit. Effective
                  for Plan years beginning on or after January 1, 1995, the
                  cumulative permitted disparity limit

                                      -21-
<PAGE>   22
                  for a Participant is 35 cumulative permitted disparity years.
                  Total cumulative permitted disparity years means the number of
                  years credited to the Participant for allocation or accrual
                  purposes under the Plan, any other qualified plan or
                  simplified employee pension plan (whether or not terminated)
                  ever maintained by the Employer. For purposes of determining
                  the Participant's cumulative permitted disparity limit, all
                  years ending in the same calendar year are treated as the same
                  year. If the Participant has not benefitted under a defined
                  benefit or target benefit plan for any year beginning on or
                  after January 1, 1994, the Participant has no cumulative
                  disparity limit.

         4.3. Provisions Applicable Only to Money Purchase Pension Plans.

                  (a) Amount of Annual Contributions. The Employer will
         contribute for each Plan Year an amount described in paragraph (b) or
         (c) below, whichever is applicable, less any amounts reapplied for the
         Plan Year under Section 6.1(d), not to exceed the amount deductible
         under Section 404(c) of the Code.

                  (b) Allocation of Contributions; General Rule. The Employer
         shall contribute an amount equal to the product of the Earnings of all
         Qualified Participants and the Base Contribution Percentage, and the
         contribution shall be allocated as of the last day of the Plan Year
         among the Employer Contribution Accounts of all Qualified Participants
         in the ratio that the Earnings of each Qualified Participant bears to
         the Earnings of all Qualified Participants. This general rule does not
         apply to a Plan that is integrated with Social Security.

                  (c) Plan Integrated with Social Security. If the Employer has
         elected in the Plan Agreement to integrate the Plan with Social
         Security, the Employer shall contribute an amount equal to the sum of
         the following amounts, and the contribution shall be allocated as of
         the last day of the Plan Year as follows:

                           (1) To the Employer Contribution Account of each
                  Qualified Participant, an amount equal to the product of the
                  Base Contribution Percentage and his Earnings, and

                           (2) To the Employer Contribution Account of each
                  Qualified Participant who has Excess Earnings, the product of
                  his Excess Earnings and the lesser of (i) the Base
                  Contribution Percentage or (ii) the Money Purchase Maximum
                  Disparity Percentage determined under paragraph (d).

                           (3) The Base Contribution Percentage shall be no
                  less than three percent (3%) in either of the following
                  circumstances: (i) any Plan Year of a Plan for which the Plan
                  Agreement does not specify that the Employer will perform
                  annual Top-Heavy testing, or (ii) any Plan Year in which the
                  Plan is required to provide a minimum allocation for the Plan
                  Year pursuant to the


                                      -22-
<PAGE>   23
                  Top-Heavy Plan rules of Article 14.

                           (4) Notwithstanding subparagraphs (1) through (3)
                  above, in the case of any Participant who has exceeded the
                  cumulative permitted disparity limit described in paragraph
                  (f) below, the amount shall be each Qualified Participant's
                  Earnings multiplied by the percentage determined in
                  subparagraph (2) above.

                  (d) The Money Purchase Maximum Disparity Percentage is equal
         to the lesser of (i) 5.7% or (ii) the applicable percentage from the
         following table:

<TABLE>
<CAPTION>

If the Plan's Integration Level is
more than:                                                                            The applicable percentage is:
                                                 But not more than:

<S>                                              <C>                                  <C>
$0                                               The greater of $10,000 or 20% of     5.7%
                                                 the Social Security Wage Base

The greater of $10,000 or 20% of                 80% of the Social Security Wage      4.3%
the Social Security Wage Base                    Base

80% of the Social Security Wage                  Less than the Social Security Wage   5.4%
Base                                             Base
</TABLE>

         If the Plan's Integration Level is equal to the Social Security Wage
Base, the Money Purchase Maximum Disparity Percentage is 5.7%.

                  (e) Annual overall permitted disparity limit. Notwithstanding
         the preceding paragraphs, for any Plan Year this Plan benefits any
         Participant who benefits under another qualified plan or simplified
         employee pension (as defined in Section 408(k) of the Code) maintained
         by the Employer that provides for permitted disparity (or imputes
         disparity), the Employer shall contribute for each Qualified
         Participant an amount equal to the Qualified Participant's Earnings
         multiplied by the lesser of (i) the Base Contribution Percentage or
         (ii) the Money Purchase Maximum Disparity Percentage determined under
         paragraph (d). For all purposes under the Plan, a Participant is
         treated as benefiting under a plan (including this Plan) for any plan
         year during which the Participant receives or is deemed to receive an
         allocation under a plan in accordance with Section 1.410(b)-3(a) of
         the Treasury Regulations.

                  (f) Cumulative Permitted Disparity Limit. Effective for Plan
         Years beginning on or after January 1, 1995, the cumulative permitted
         disparity limit for a Participant is 35 total cumulative permitted
         disparity years. Total cumulative permitted disparity years means the
         number of years credited to the Participant for allocation or accrual
         purposes under the Plan, any other qualified plan or simplified
         employee pension (whether or not terminated) ever maintained by the
         Employer. For purposes of determining the Participant's cumulative
         permitted disparity limit, all years ending in the same calendar year
         are treated as the same year. If the

                                      -23-
<PAGE>   24
         Participant has not benefited under a defined benefit plan or target
         benefit plan for any year beginning on or after January 1, 1994, the
         Participant has no cumulative disparity limit.

         4.4 Forfeitures. Forfeitures from Employer Contribution Accounts shall
be used, as elected by the Employer in the Plan Agreement, either to reduce
other contributions required of the Employer, as specified in the Plan
Agreement, or shall be reallocated as additional contributions by the Employer.
If the Employer elects to used Forfeitures from Employer Contribution Accounts
to reduce other contributions required of the Employer, the amount of such
Forfeitures in a Plan Year shall be treated as a portion of such required
contribution. If the Employer elects to reallocate Forfeitures from Employer
Contribution Accounts as additional contributions, such forfeitures shall be
allocated (i) in the case of a profit sharing plan, in accordance with Section
4.2(b) (provided that such Forfeitures may be allocated under paragraphs
(c)(1)(B), (c)(1)(C) and (c)(2)(C) of Section 4.2 only to the extent that the
limitation described therein has not been fully utilized), and (ii) in the case
of a money purchase plan, among the Employer Contribution Accounts of all
Qualified Participants in proportion to their Earnings for the Plan Year.

         4.5 Rollover Contributions. An Employee in an eligible class may
contribute at any time cash or other property (which is not a collectible
within the meaning of Section 408(m) of the Code) acceptable to the Trustee
representing qualified rollover amounts under Sections 402, 403, or 408 of the
Code. Amounts so contributed shall be credited to a Rollover Account for the
Participant.

         4.6 Participant Contributions. If so specified in the Plan Agreement,
a Participant may make Participant Contributions to the Plan in accordance with
the Plan Agreement. Such contributions, together with any matching
contributions (as defined in section 401(m)(4) of the Code) if applicable,
shall be limited so as to meet the nondiscrimination test of section 401(m) of
the Code, as set forth in Section 5.10 of the Plan. Participant Contributions
will be allocated to the Participant Contributions Account of the contributing
Participant. All Participant Contribution Accounts will be fully vested at all
times.

         4.7 No Deductible Employee Contributions. The Plan Administrator shall
not accept deductible employee contributions, other than those held in a
Deductible Employee Contribution Account transferred from a predecessor plan of
the Employer.


                                     -24-
<PAGE>   25
ARTICLE 5. CASH OR DEFERRED ARRANGEMENT UNDER SECTION 401(K) (CODA)

        5.1. Applicability; Allocations. This Article 5 applies to any plan
adopted pursuant to Plan Agreement #001, which Plan Agreement by its terms
includes a CODA permitting Elective Deferrals to be made under the Plan. The
Employer may specify in the Plan Agreement that contributions will be made to
the Plan only under the CODA, or that contributions may be made under Section
4.2 as well as under the CODA. Allocations to Participants' Accounts of
contributions made pursuant to this Article 5 shall be made as soon as
administratively feasible after their receipt by the Trustee, but in any case no
later than as of the last day of the Plan Year for which the contributions were
made.

        5.2. CODA Participation. Each Employee who has met the eligibility
requirements of Article 3 may make Elective Deferrals to the Plan by completing
and returning to the Plan Administrator a Deferral Agreement form which
provides that the Participant's cash compensation from the Employer will be
reduced by the amount indicated in the Deferral Agreement, and that the
Employer will contribute an equivalent amount to the Trust on behalf of the
Participant. The following rules will govern Elective Deferrals:

                 (a) Subject to the limits specified in the Plan Agreement and
        set forth in Section 5.3, a Deferral Agreement may apply to any amount
        or percentage of the Earnings payable to a Participant in each year,
        and, if so specified by the Employer in the Plan Agreement, separately
        to bonuses payable to a Participant from time to time, even if such
        bonuses have otherwise been excluded from Compensation under the Plan
        Agreement.

                 (b) In accordance with such reasonable rules as the Plan
        Administrator shall specify, a Deferral Agreement will become effective
        as soon as is administratively feasible after the Deferral Agreement is
        returned to the Plan Administrator, and will remain effective until it
        is modified or terminated. No Deferral Agreement may become effective
        retroactively.

                 (c) A Participant may modify his Deferral Agreement by
        completing and returning to the Plan Administrator a new Deferral
        Agreement form as of any of the dates specified in the Plan Agreement,
        and any such modification will become effective as described in
        paragraph (b).

                (d) A Participant may terminate his Deferral Agreement at any
        time upon advance written notice to the Plan Administrator, and any
        such termination will become effective as described in paragraph (b).

        5.3. Annual Limit on Elective Deferrals. During any taxable year of a
Participant, his Elective Deferrals under the Plan and any other qualified plan
of an Affiliated Employer


                                     -25-
<PAGE>   26
shall not exceed the dollar limit contained in Section 402(g) of the Code in
effect at the beginning of the taxable year. With respect to any taxable year,
a Participant's Elective Deferrals for purposes of this Section 5.3 include all
Employer contributions made on his behalf pursuant to an election to defer
under any qualified CODA as described in Section 401(k) of the Code, any
simplified employee pension cash or deferred arrangement (SARSEP) as described
in Section 402(h)(1)(B) of the Code, any eligible deferred compensation plan
under Section 457 of the Code, any plan described under Section 501(c)(18) of
the Code, any Employer contributions made on behalf of the Participant for
the purchase of an annuity contract under Section 403(b) of the Code pursuant to
a salary reduction agreement. The limit under Section 402(g) of the Code on the
amount of Elective Deferrals of a Participant who receives a hardship
withdrawal pursuant to Section 12.2 shall be reduced, for the taxable year next
following the withdrawal, by the amount of Elective Deferrals made in the
taxable year of the hardship withdrawal.

        5.4. Distribution of Certain Elective Deferrals. "Excess Elective
Deferrals" means those Elective Deferrals described in Section 5.3 that are
includible in a Participant's gross income under Section 402(g) of the Code, to
the extent that the Participant's aggregate elective deferrals for a taxable
year exceed the dollar limitation under that Code Section. Excess Elective
Deferrals shall be treated as Annual Additions under the Plan, whether or not
they are distributed under this Section 5.4. A Participant may designate to the
Plan any Excess Elective Deferrals made during his taxable year by notifying
the Employer on or before the following March 15 of the amount of the Excess
Elective Deferrals to be so designated. A Participant who has Excess Elective
Deferrals for a taxable year, taking into account only his Elective Deferrals
under the Plan and any other plans of the Affiliated Employers, shall be deemed
to have designated the entire amount of such Excess Elective Deferrals.

        Notwithstanding any other provision of the Plan, Excess Elective
Deferrals, plus any income and minus any loss allocable thereto, shall be
distributed no later than April 15 to any Participant to whose Account Excess
Elective Deferrals were so designated or deemed designated for the preceding
year. The income or loss allocable to Excess Elective Deferrals is the income
or loss allocable to the Participant's Elective Deferral Account for the
taxable year multiplied by a fraction, the numerator of which is the
Participant's Excess Elective Deferrals for the year and the denominator of
which is the Participant's Account balance attributable to Elective Deferrals
without regard to any income or loss occurring during the year.

        To the extent that the return to a Participant of his Elective
Deferrals would reduce an Excess Amount (as defined in Section 6.5(f)), such
Excess Deferrals shall be distributed to the Participant in accordance with
Article 6.

        5.5. Satisfaction of ADP and ACP Tests. In each Plan Year, the Plan
must satisfy the ADP test described in Section 5.6 and the ACP test described
in Section 5.10. The Employer may cause the Plan to satisfy the ADP or ACP test
or both tests for a Plan Year


                                     -26-
<PAGE>   27
by any of the following methods or by any combination of them:

                (a) By the distribution of Excess Contributions in accordance
        with Section 5.7, or the distribution of Excess Aggregate Contributions
        in accordance with Section 5.11, or both; or

                (b) By recharacterization of Excess Contributions in accordance
        with Section 5.9; or

                (c) If the Employer has so elected in the Plan Agreement, by
        making Qualified Nonelective Contributions or Qualified Matching
        Contributions or both, in accordance with the Plan Agreement and
        Section 5.12.

        5.6 Actual Deferral Percentage Test Limit. The Actual Deferral
Percentage (hereinafter "ADP") for Participants who are Highly Compensated
Employees for each Plan Year and the ADP for Participants who are Non-Highly
Compensated Employees for the same Plan Year must satisfy one of the following
tests:

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

                 (b) The ADP for Participants who are Highly Compensated
        Employees for the Plan Year shall not exceed the ADP for Participants
        who are Non-Highly Compensated Employees for the same Plan Year
        multiplied by 2.0, provided that the ADP for Participants who are Highly
        Compensated Employees does not exceed the ADP for Participants who are
        Non-Highly Compensated Employees by more than two percentage points.

        The following special rules shall apply the computation of the ADP:

                (c) "Actual Deferral Percentage" means, for a specified group
        of Participants for a Plan Year, the average of the ratios (calculated
        separately for each Participant in the group) of (1) the amount of
        Employer contributions actually paid over to the Trust on behalf of the
        Participant for the Plan Year to (2) the Participant's Earnings for the
        Plan Year (or, provided that the Employer applies this method to all
        Employees for a Plan Year, the Participant's Earnings for that portion
        of the Plan Year during which he was eligible to participate in the
        Plan). Employer contributions on behalf of any Participant shall
        include: (i) his Elective Deferrals, including Excess Elective
        Deferrals of Highly Compensated Employees, but excluding (A) Excess
        Elective Deferrals of Non-Highly Compensated Employees that arise
        solely from Elective Deferrals made under the Plan or another plan
        maintained by an Affiliated Employer, and (B) Elective Deferrals that
        are taken into account in the Average Contribution Percentage test
        described in Section 5.10 (provided the ADP test is


                                     -27-
<PAGE>   28
        satisfied both with and without exclusion of these Elective Deferrals),
        and excluding Elective Deferrals returned to a Participant to reduce an
        Excess Amount as defined in Section 6.5(f); and (ii) if the Employer
        has elected to make Qualified Nonelective Contributions, such amount of
        Qualified Nonelective Contributions, if any, as shall be necessary to
        enable the Plan to satisfy the ADP test and not used to satisfy the ACP
        test; and (iii) if the Employer has elected to make Qualified Matching
        Contributions, such amount of Qualified Matching Contributions, if any,
        as shall be necessary to enable the Plan to satisfy the ADP test and
        not used to satisfy the ACP test. For purposes of computing Actual
        Deferral Percentages, an Employee who would be a Participant but for
        his failure to make Elective Deferrals shall be treated as a
        Participant on whose behalf no Elective Deferrals are made.

                (d) In the event that the Plan satisfies the requirements of
        Sections 401(k), 401(a)(4), or 401(b) of the Code only if aggregated
        with one or more other plans, or if one or more plans satisfy the
        requirements of such Sections of the Code only if aggregated with the
        Plan, then this Section 5.6 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, plan may be aggregated in order to
        satisfy Section 401(k) of the Code only if they have the same Plan Year.

                (e) The ADP for any Participant who is a Highly Compensated
        Employee for the Plan Year and who is eligible to have Elective
        Deferrals (and Qualified Nonelective Contributions or Qualified
        Matching Contributions, or both, if these are treated as Elective
        Deferrals for purposes of the ADP test) allocated to his Accounts under
        two or more CODAs described in Section 401(k) of the Code that are
        maintained by the Affiliated Employers shall be determined as if such
        Elective Deferrals (and, if applicable, such Qualified Nonelective
        Contributions or Qualified Matching Contributions, or both) were made
        under a single CODA. If a Highly Compensated Employee participates in
        two or more CODAs that have different Plan Years, all CODAs ending with
        or within the same calendar year shall be treated as a single CODA,
        except that CODAs to which mandatory disaggregation applies in
        accordance with regulations issued under Section 401(k) of the Code
        shall be treated as separate CODAs.

                (f) For purposes of determining the ADP of a Participant who
        is a 5% owner or one of the ten most highly-paid Highly Compensated
        Employees, the Elective Deferrals (and Qualified Nonelective
        Contributions or Qualified Matching Contributions, or both, if these are
        treated as Elective Deferrals for purposes of the ADP test) and the
        Earnings of such a Participant shall include the Elective Deferrals
        (and, if applicable, Qualified Nonelective Contributions and Qualified
        Matching Contributions, or both) and Earnings for the Plan Year of his
        Family Members (as defined in Section 414(q)(6) of the Code). Family
        Members of such Highly Compensated Employees shall be disregarded as
        separate employees in determining the ADP both for Participants who are
        Non-Highly Compensated Employees and for


                                     -28-
<PAGE>   29
         Participants who are Highly Compensated Employees.

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

                  (h) The Employer shall maintain records sufficient to
         demonstrate satisfaction of the ADP test and the amount of Qualified
         Nonelective Contributions or Qualified Matching Contributions, or
         both, used in satisfying the test.

                  (i) 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.

         5.7. Distribution of Excess Contributions. "Excess Contributions"
means, with respect to any Plan Year, the excess of:

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

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

         Notwithstanding any other provision of the 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
Excess Contributions were allocated for the preceding Plan Year. The income or
loss allocable to Excess Contributions is the income or loss allocable to the
Participant's Elective Deferral Account (and, if applicable, his Qualified
Nonelective Account or Qualified Matching Account or both) for the Plan Year
multiplied by a fraction, the numerator of which is the Participant's Excess
Contributions for the year and the denominator is the Participant's account
balance attributable to Elective Deferrals (and Qualified Nonelective
Contributions or Qualified Matching Contributions, or both, if any of these are
included in the ADP test) without regard to any income or loss occurring during
the Plan Year. If such excess amounts are distributed more than 2 1/2 months
after the last day of the Plan Year in which the excess amounts arose, an excise
tax equal to 10% of the excess amounts will be imposed on the Employer
maintaining the Plan. Such distributions shall be made to Highly Compensated
Employees on the basis of the respective portions of the Excess Contributions
attributable to each of them. Excess Contributions shall be allocated to a
Participant who is a family member subject to the family member aggregation
rules of Section 414(q)(6) of the Code in the proportion that the Participant's
Elective Deferrals (and other amounts treated as his Elective Deferrals) bear to


                                      -29-
<PAGE>   30
the combined Elective Deferrals (and other amounts treated as Elective
Deferrals) of all of the Participants aggregated to determine his family
members' combined ADP. Excess Contributions shall be treated as Annual
Additions under the Plan.

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

         5.8 Matching Contributions. If so specified in the Plan Agreement, the
Employer will make Matching Contributions to the Plan in accordance with the
Plan Agreement, but no Matching Contributions shall be made with respect to an
Elective Deferral or a Participant Contribution that is returned to a
Participant because it represents an Excess Elective Deferral, an Excess
Contribution, an Excess Aggregate Contribution or an Excess Amount (as defined
in Section 6.5(f)); and if a Matching Contribution has nevertheless been made
with respect to such an Elective Deferral or Participant Contribution, the
Matching Contribution shall be forfeited, notwithstanding any other provision of
the Plan. Employer Matching Contributions will be allocated among the Employer
Matching Accounts of Qualified Participants in proportion to their Elective
Deferrals or Participant Contributions, if applicable, as specified in the Plan
Agreement. Employer Matching Accounts shall become vested according to the
vesting schedule specified in the Plan Agreement, but regardless of that
schedule shall be fully vested upon the Participant's Retirement (or, if
earlier, his fulfillment of the requirements for early retirement, if any, or
attainment of the normal retirement age specified in the Plan Agreement), his
death during employment with an Affiliated Employer, and in accordance with
Section 18.3. Forfeitures of Employer Matching Contributions, other than Excess
Aggregate Contributions, shall be made in accordance with Section 8.3.

         5.9 Recharacterization of Excess Contributions. Provided that the Plan
Agreement permits all Participants to make Participant Contributions, the
Employer may treat a Participant's Excess Contributions as an amount distributed
to the Participant and then contributed by the Participant to the Plan as a
Participant Contribution. Recharacterized amounts will remain nonforfeitable and
subject to the same distribution requirements as Elective Deferrals. Amounts may
not be recharacterized by a Highly Compensated Employee to the extent that a
recharacterized amount in combination with other Participant Contributions made
by that Employee would exceed any stated limit under the Plan on Participant
Contributions. Recharacterization must occur no later than two and one-half
months after the last day of the Plan Year in which the Excess Contributions
arose, and is deemed to occur no earlier than the date the last Highly
Compensated Employee is informed in writing by the Employer of the amount
recharacterized and the consequences thereof. Recharacterized amounts will be
taxable to the Participant for his tax year in which the Participant would have
received them in cash.


                                      -30-
<PAGE>   31
         5.10 Average Contribution Percentage Test Limit and Aggregate Limit.
The Average Contribution Percentage (hereinafter "ACP") for Participants who are
Highly Compensated Employees for each Plan Year and the ACP for Participants who
are Non-Highly Compensated Employees for the same Plan Year must satisfy one of
the following tests:

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

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

         The following rules shall apply to the computation of the ACP:

                  (c) "Average Contribution Percentage" means the average of
         the Contribution Percentages of the Eligible Participants in a group.

                  (d) "Contribution Percentage" means the ratio (expressed as a
         percentage) of a Participant's Contribution Percentage Amounts to the
         Participant's Earnings for the Plan Year (or, provided that the
         Employer applies this method to all Employees for a Plan Year, the
         Participant's Earnings for that portion of the Plan Year during which
         he was eligible to participate in the Plan).

                  (e) "Contribution Percentage Amounts" means the sum of the
         Participant Contributions, Employer Matching Contributions, and
         Qualified Matching Contributions (to the extent not taken into account
         for purposes of the ADP test) made under the Plan on behalf of the
         Participant for the Plan Year. Such Contribution Percentage Amounts
         shall include Forfeitures of Excess Aggregate Contributions or
         Employer Matching Contributions allocated to the Participant's
         Account, taken into account in the year in which the allocation is
         made. If the Employer has elected in the Plan Agreement to make
         Qualified Nonelective Contributions, such amount of Qualified
         Nonelective Contributions, if any, as shall be necessary to enable the
         Plan to satisfy the ACP test and not used to satisfy the ADP test
         shall be included in the Contribution Percentage Amounts. Elective
         Deferrals shall also be included in the Contribution Percentage
         Amounts to the extent, if any, needed to enable the Plan to satisfy
         the ACP test, 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.


                                      -31-
<PAGE>   32
                  (f) "Eligible Participant" means any Employee who is eligible
         to make a Participant Contribution, or an Elective Deferral, if
         Elective Deferrals are taken into account in the calculation of the
         Contribution Percentage, or to receive an Employer Matching
         Contribution (or a Forfeiture thereof) or a Qualified Matching
         Contribution.

                  (g) "Aggregate Limit" means the sum of (i) 125% of the greater
         of the ADP of the Non-Highly Compensated Employees for the Plan Year,
         or the ACP of Non-Highly Compensated Employees under the Plan subject
         to Code Section 401(m) for the Plan Year beginning with or within the
         Plan Year of the CODA, and (ii) the lesser of 200% of, or two plus,
         the lesser of the ADP or ACP. "Lesser" is substituted for "greater" in
         clause (i) of the preceding sentence, and "greater" is substituted for
         "lesser" after the phrase "two plus the" in clause (ii) of the
         preceding sentence, if that formulation will result in a larger
         Aggregate Limit.

                  (h) If one or more Highly Compensated Employees participate
         in both a CODA and a plan subject to the ACP test maintained by an
         Affiliated 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 the
         Highly Compensated Employee whose ACP is the highest) so that the
         Aggregate Limit is not exceeded. The amount by which each Highly
         Compensated Employee's Contribution Percentage Amount is reduced shall
         be treated as an Excess Aggregate Contribution. In determining the
         Aggregate Limit, the ADP and ACP of Highly Compensated Employees are
         determined after any corrections required to meet the ADP and ACP
         tests. The Aggregate Limit will be considered satisfied if both the
         ADP and ACP of the Highly Compensated Employees does not exceed 1.25
         multiplied by the ADP and ACP of the Non-Highly Compensated Employees.

                  (i) 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
         account under two or more plans described in Section 401(a) of the
         Code, or CODAs described in Section 401(k) of the Code, that are
         maintained by an Affiliated 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
         CODAs that have different plan years, all CODAs ending with or within
         the same calendar year shall be treated as a single CODA, except that
         CODAs to which mandatory disaggregation applies in accordance with
         regulations issued under Section 401(k) of the Code shall be treated
         as separate CODAs.

                  (j) In the event that the 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


                                      -32-
<PAGE>   33
         aggregated with the Plan, then this Section 5.10 shall be applied by
         determining the Contribution Percentage of Employees as if all such
         plans were a single plan. For Plan Years beginning after December 31,
         1989, plans may be aggregated in order to satisfy Section 401(m) of the
         Code only if they have the same Plan Year.

                  (k)   For purposes of determining the Contribution Percentage
         of a Participant who is a 5% owner or one of the ten most highly-paid
         Highly Compensated Employers, the Contribution Percentage Amounts and
         Earnings of the Participant shall include the Contribution Percentage
         Amounts and Earnings of the Participant shall include the Contribution
         Percentage Amounts and Earnings for the Plan Year of Family Members (as
         defined in Section 414(q)(6) of the Code). Family Members of such
         Highly Compensated Employees shall be disregarded as separate employees
         in determining the Contribution Percentage both for Participants who
         are Non-Highly Compensated Employees and for Participants who are
         Highly Compensated Employees.

                  (l)   For purposes of the ACP test, Employer Matching
         Contributions, Qualified Matching Contributions and Qualified
         Nonelective Contributions will be considered made for a Plan Year if
         made no later than the end of the 12-month period beginning on the day
         after the close of the Plan Year.

                  (m)   The Employer shall maintain records sufficient to
         demonstrate satisfaction of the ACP test and the amount of Qualified
         Nonelective Contributions or Qualified Matching Contributions, or both,
         used in the ACP test.

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

         5.11.  Distribution of Excess Aggregate Contributions. Notwithstanding
any other provision of the 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. The income or loss allocable to Excess
Aggregate Contributions is the income or loss allocable to the Participant's
Employer Matching Contribution Account, Qualified Matching Contribution Account
(if any, and if all amounts therein are not used in the ADP test), and, if
applicable, Qualified Nonelective Account, Participant Contribution Account and
Elective Deferral Account for the Plan Year, multiplied by a fraction, the
numerator of which is the Participant's Excess Aggregate Contributions for the
year and the denominator of which is the Participant's account balance(s)
attributable to Contribution Percentage Amounts without regard to any income or
loss occurring during the Plan Year. Excess Aggregate Contributions shall be
allocated to a Participant who is subject to the family member aggregation rules
of Section 414(q)(6) of the Code in the proportion that the Participant's
Employer Matching Contributions (and other amounts treated as his Employer
Matching Contributions) bear to the combined Employer


                                      -33-
<PAGE>   34
Matching Contributions (and other amounts treated as Employer Matching
Contributions) of all of the Participants aggregated to determine its family
members' combined ACP. If excess amounts attributable to Excess Aggregate
Contributions are distributed more than 2 1/2 months after the last day of the
Plan Year in which such excess amounts arose, an excise tax equal to 10% of the
excess amounts will be imposed on the Employer maintaining the Plan. Excess
Aggregate Contributions shall be treated as Annual Additions under the Plan.

         Excess Aggregate Contributions shall be forfeited if forfeitable, or
distributed on a pro-rata basis from the Participant's Participant Contribution
Account, Employer Matching Account, and Qualified Matching Account (and, if
applicable, the Participant's Qualified Nonelective Account or Elective Deferral
Account, or both).

         Excess Aggregate Contributions means, with respect to any Plan Year,
the excess of:

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

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

         Such determination shall be made after first determining Excess
Elective Deferrals pursuant to Section 5.4, and then determining Excess
Contributions pursuant to Section 5.7.

         5.12.  Qualified Nonelective Contributions; Qualified Matching
Contributions.  An Employer shall make Qualified Nonelective Contributions
and/or Qualified Matching Contributions as provided by the Employer in the Plan
Agreement. Qualified Nonelective Contributions and Qualified Matching
Contributions shall be allocated to the Qualified Nonelective Contribution
Accounts and Qualified Matching Accounts, respectively, of Participants as
provided by the Employer in the Plan Agreement.

         5.13.  Restriction on Distributions. Except as provided in Sections
5.4, 5.78 and 5.11, no distribution may be made from a Participant's Elective
Deferral Account, Qualified Nonelective Contribution Account or Qualified
Matching Account until the occurrence of one of the following events:

                  (a)   The Participant's Disability, death or termination of
         employment with the Affiliated Employers;

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


                                      -34-
<PAGE>   35
         in Section 408(k) of the Code;

                  (c)  The Participant's attainment of age 59 1/2 (if the
         Employer has elected in the Plan Agreement to permit such
         distributions); or

                  (d)  In the case of an Employer that is a corporation, the
         disposition by the Employer to an unrelated entity of (i) 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 the Plan after the disposition, but only with respect to
         Employees who continue employment with the entity acquiring such
         assets; or (ii) the Employer's interest in a subsidiary (within the
         meaning of Section 409(d)(3) of the Code), if the Employer continues to
         maintain the Plan after the disposition, but only with respect to
         Employees who continue employment with such subsidiary.

         In addition, if the Employer has elected in the Plan Agreement to
permit such distributions, a distribution may be made from a Participant's
Elective Deferral Account in the event of his financial hardship as described in
Section 12.2. All distributions upon any of the events listed above are subject
to the conditions of Article 10, Joint and Survivor Annuity Requirements. In
addition, distributions made after March 31, 1988, on account of an event
described in subsection (b) or (d) above must be made in a lump sum.

         5.14. Forfeitures of Employer Matching Contributions. Forfeitures from
Employer Matching Accounts shall be used, as elected by the Employer in the Plan
Agreement, either to reduce other contributions required of the Employer, as
specified in the Plan Agreement, or shall be reallocated as additional Employer
Matching Contributions or Profit Sharing Contributions as specified in the Plan
Agreement. If the Employer elects to use Forfeitures from Employer Matching
Accounts to reduce other contributions required of the Employer, the amount of
such Forfeitures in a Plan Year shall be treated as a portion of such
contribution. If the Employer elects to reallocate Forfeitures from Employer
Matching Contributions as additional Employer Matching Contributions, such
Forfeitures shall be allocated in accordance with Section 5.8. If the Employer
elects to reallocate Forfeitures from Employer Matching Accounts as additional
Profit Sharing Contributions, such Forfeitures shall be allocated in accordance
with Section 4.2(b) (provided that such Forfeitures may be allocated under
paragraphs (c)(1)(B), (c)(1)(C) and (c)(2)(C) of Section 4.2 only to the extent
that the limitation described therein has not been fully utilized). Forfeitures
of Excess Aggregate Contributions determined under Section 5.10 that are
Employer Matching Contributions shall be used as provided above in this Section
5.14.

         5.15. Special Effective Dates. If the Plan is adopted as an amendment
of an existing plan, the provisions of Sections 5.3 and Section 5.7 through 5.10
are effective as of the first day of the first Plan Year beginning after
December 31, 1986.


                                      -35-
<PAGE>   36
ARTICLE 6. LIMITATIONS ON ALLOCATIONS

         6.1. No Additional Plan. If the Participant does not participate in and
has never participated in another qualified plan, or a welfare benefit fund (as
defined in Section 419(e) of the Code), or an individual medical account (as
defined in Section 415(1)(2) of the Code), or a simplified employee pension (as
defined in Section 408(k) of the Code), which provides an Annual Addition as
defined in Section 6.5(a), maintained by an Affiliated Employer:

                  (a) The amount of Annual Additions (as defined in Section
         6.5(a)) which may be credited to the Participant's Accounts for any
         Limitation Year will not exceed the lesser of the Maximum Annual
         Additions or any other limitation contained in this Plan. If the
         Employer contribution that would otherwise be contributed or allocated
         to the Participant's Account would cause the Annual Additions for the
         Limitation Year to exceed the Maximum Annual Additions, the amount
         contributed or allocated will be reduced so that the Annual Additions
         for the Limitation Year will equal the Maximum Annual Additions.

                  (b) Before determining a Participant's actual Section 415
         Compensation for a Limitation Year, the Employer may determine the
         Maximum Annual Additions for the Participant on the basis of a
         reasonable estimation of the Participant's Section 415 Compensation
         for the Limitation Year, uniformly determined for all Participants
         similarly situated.

                  (c) As soon as is administratively feasible after the end of
         the Limitation Year, the Maximum Annual Additions for the Limitation
         Year will be determined on the basis of the Participant's actual
         Section 415 Compensation for the Limitation Year.

                  (d) If pursuant to paragraph (c), or as a result of the
         reallocation of Forfeitures, or as a result of a reasonable error in
         determining the amount of Elective Deferrals that may be made by a
         Participant, the Annual Additions exceed the Maximum Annual Additions,
         the Excess Amount will be disposed of as follows:

                           (1) Any Participant Contributions and Elective
                  Deferrals, to the extent they would reduce the Excess Amount,
                  will be returned to the Participant.

                           (2) If after the application of (1) above an Excess
                  Amount still exists, and the Participant is covered by the
                  Plan at the end of the Limitation Year, the Excess Amount in
                  the Participant's Accounts will be used to reduce Employer
                  contributions (including any allocation of Forfeitures) for
                  such Participant in the next Limitation Year, and each
                  succeeding Limitation Year if necessary.


                                      -36-
<PAGE>   37
                           (3) If after the application of (1) above an Excess
                  Amount still exists, and the Participant is not covered by the
                  Plan at the end of a Limitation Year, the Excess Amount will
                  be held unallocated in a suspense account. The suspense
                  account will be applied to reduce future Employer
                  contributions (including allocation of any Forfeitures) for
                  all remaining Participants in the next Limitation Year, and
                  each succeeding Limitation Year if necessary.

                           (4) If a suspense account is in existence at any time
                  during a Limitation Year pursuant to this Section 6.1(d), it
                  will participate in the allocation of investment gains and
                  losses. If a suspense account is in existence at any time
                  during a particular Limitation Year, all amounts in the
                  suspense account must be allocated and reallocated to
                  Participants' Accounts before any Employer or any Employee
                  contributions may be made to the Plan for that Limitation
                  Year. Excess amounts may not be distributed to Participants or
                  former Participants.

         6.2 Additional Master or Prototype Plan. If in addition to this Plan a
Participant is covered under another qualified Master or Prototype defined
contribution plan or a welfare benefit fund (as defined in Section 419(e) of the
Code), or an individual medical account (as defined in Section 415(1)(2) of the
Code), or a simplified employee pension (as defined in Section 408(k) of the
Code), which provides an Annual Addition as defined in Section 6.5(a),
maintained by an Affiliated Employer during any Limitation Year:

                  (a) The Annual Additions which may be credited to a
         Participant's Accounts under this Plan for any such Limitation Year
         will not exceed the Maximum Annual Additions reduced by the Annual
         Additions credited to a Participant's accounts under the other defined
         contribution plans, welfare benefit funds, individual medical accounts
         and simplified employee pensions for the same Limitation Year. If the
         Annual Additions with respect to the Participant under other defined
         contribution plans, welfare benefit funds, individual medical accounts
         and simplified employee pensions maintained by an Affiliated Employer
         are less than the Maximum Annual Additions, and the Employer
         contribution that would otherwise be contributed or allocated to the
         Participant's Accounts under this Plan would cause the Annual Additions
         for the Limitation Year to exceed this limitation, the amount
         contributed or allocated to this Plan will be reduced so that the
         Annual Additions under all such plans and funds for the Plan Year will
         equal the Maximum Annual Additions. If the Annual Additions with
         respect to the Participant under such other defined contribution plans,
         welfare benefit funds, individual medical accounts and simplified
         employee pensions in the aggregate are equal to or greater than the
         Maximum Annual Additions, no amount will be contributed or allocated to
         the Participant's Accounts under this Plan for the Limitation Year.

                  (b) Before determining a Participant's actual Section 415
         Compensation for a Limitation Year, the Employer may determine the
         Maximum Annual Additions for


                                      -37-
<PAGE>   38

         the Participant in the manner described in Section 6.l(b).

                  (c) As soon as is administratively feasible after the end of
         the Plan Year, the Maximum Annual Additions for the Plan Year will be
         determined on the basis of the Participant's actual Section 415
         Compensation for the Plan Year.

                  (d) If, pursuant to Section 6.2(c) or as a result of the
         allocation of Forfeitures, or of a reasonable error in determining the
         amount of Elective Deferrals that may be made by him, 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 under any
         qualified Master or Prototype defined contribution plan, except that
         Annual Additions to any simplified employee pension will be deemed to
         have been allocated first, followed by Annual Additions to a welfare
         benefit fund or individual medical account, regardless of the actual
         allocation date.

                  (e) If an Excess Amount was allocated to a Participant on an
         allocation date of this Plan which coincides with an allocation date of
         another plan, the Excess Amount attributed to this Plan will be the
         product of X and Y, where (X) is the total Excess Amount allocated as
         of such date, and (Y) is the ratio of: (1) the Annual Additions
         allocated to the Participant for the Limitation Year as of such date
         under this Plan to (2) the total Annual Additions allocated to the
         Participant for the Limitation Year as of such date under this and all
         the other qualified Master or Prototype defined contribution plans.

                  (f) Any Excess Amount attributed to this Plan will be disposed
         of in the manner described in Section 6.1(d).

         6.3. Additional Non-Master or Non-Prototype Plan. If the Participant is
covered under another qualified defined contribution plan maintained by an
Affiliated Employer which is not a Master or Prototype plan, Annual Additions
which may be credited to the Participant's Accounts under this Plan for any
Limitation Year will be limited in accordance with Section 6.2 as though the
other plan were a Master or Prototype plan, unless the Employer provides other
limitations in the Plan Agreement.

         6.4. Additional Defined Benefit Plan. If an Affiliated Employer
maintains, or at any time maintained, a qualified defined benefit plan covering
any Participant in this Plan, the sum of the Participant's Defined Benefit Plan
Fraction and Defined Contribution Plan Fraction will not exceed 1.0 in any
Limitation Year. The Annual Additions which may be credited to the Participant's
Accounts under this Plan for any Limitation Year will be limited in accordance
with the Plan Agreement.



                                      -38-
<PAGE>   39

         6.5. Definitions.

                  (a) Annual Additions means the sum of the following amounts
         credited to a Participant's accounts hereunder or otherwise for the
         Limitation Year:

                           (1) Employer contributions;

                           (2) For any Limitation Year beginning after December
                  31, 1986, Participant Contributions;

                           (3) Forfeitures;

                           (4) Amounts allocated after March 31, 1984, to any
                  individual medical account, as defined in Section 415(l)(2) of
                  the Code, which is part of a pension or annuity plan
                  maintained by an Affiliated Employer;

                           (5) Amounts derived from contributions paid or
                  accrued after December 31, 1985, in taxable years ending after
                  such date, which are attributable to postretirement 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 an Affiliated Employer;

                           (6) In a Plan that includes a CODA, Excess Elective
                  Deferrals, Excess Contributions (including recharacterized
                  Elective Deferrals) and Excess Aggregate Contributions; and

                           (7) Allocations under a simplified employee pension.

                  For this purpose, any Excess Amount applied under Sections
         6.1(d) or 6.2(e) in the Limitation Year to reduce Employer
         contributions will be considered Annual Additions for such Limitation
         Year. Any rollover contribution will not be considered an Annual
         Addition.

                  (b) Section 415 Compensation means, for a Self-Employed
         Individual, his Earned Income; and for any other Participant, his "Form
         W-2 earnings" as defined in Section 2.8, if the Employer has elected
         in item 7 of the Plan Agreement a definition of Compensation based on
         "Form W-2 earnings"; or if the Employer has not so elected, his wages,
         salaries, and fees for professional services's and other amounts
         received for personal services actually rendered in the course of
         employment with the Employer maintaining the Plan (including, but not
         limited to, commissions paid salesmen, compensation for services on the
         basis of a percentage of profits, commissions on insurance premiums,
         tips, bonuses, fringe benefits and



                                      -39-
<PAGE>   40
         reimbursements or other expense allowances under a nonaccountable plan
         as described in Income Tax Regulations Section 1.62-2(c)), and
         excluding the following:

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

                           (2) Amounts realized from the exercise of a
                  nonqualified stock option, or when restricted stock (or
                  property) held by the Participant either becomes freely
                  transferable or is no longer subject to a substantial risk of
                  forfeiture;

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

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

         For purposes of applying the limitations of this Article 6, Section 415
         Compensation for a Limitation Year is the Section 415 Compensation
         actually paid or made available during such Limitation Year.

                  (c) Defined Benefit Fraction means a fraction, the numerator
         of which is the sum of the Participant's Projected Annual Benefits
         under all the defined benefit plans (whether or not terminated)
         maintained by the Affiliated Employers, and the denominator of which is
         the lesser of 125% of the dollar limitation in effect for the
         Limitation Year under Sections 415(b) and (d) of the Code, or 140% of
         the Participant's Highest Average Compensation including any
         adjustments under Section 415(b) of the Code. Notwithstanding the
         foregoing, 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 an Affiliated Employer which
         were in existence on May 6, 1986, the denominator of this fraction will
         not be less than 125% of the sum of the annual benefits under such
         plans which the Participant had accrued as of the close of the last
         Limitation Year beginning before January 1, 1987, disregarding any
         change in the terms and conditions of the Plan after May 5, 1986. The
         preceding sentence applies only if the defined benefit plans
         individually and in the aggregate satisfied the requirements of Section
         415 of the Code for all Limitation Years beginning before January 1,
         1987.



                                      -40-
<PAGE>   41

                  (d) Defined Contribution Dollar Limitation means $30,000 or if
         greater, one-fourth of the defined benefit dollar limitation set forth
         in Section 415(b)(1) of the Code as in effect for the Limitation Year.

                  (e) Defined Contribution Fraction means a fraction, the
         numerator of which is the sum of the Annual Additions to the
         Participant's accounts under all the defined contribution plans
         (whether or not terminated) maintained by Affiliated Employers 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 Affiliated Employers, and the Annual Additions attributable to all
         welfare benefit funds, as defined in Section 419(e) of the Code, and
         individual medical accounts, as defined in Section 415(l)(2) of the
         Code), and the denominator of which is the sum of the Maximum Annual
         Additions for the current and all prior Limitation Years of service
         with the Affiliated Employers (regardless of whether a defined
         contribution plan was maintained by any Affiliated Employer). The
         Maximum Annual Additions in any Plan Year is the lesser of 125% of the
         dollar limitation determined under Sections 415(b) and (d) of the Code
         in effect under Section 415(c)(1)(A) of the Code, or 35% of the
         Participant's Section 415 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 an Affiliated 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 product of the excess of the sum of
         the fractions over 1.0, multiplied by 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 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 100% of nondeductible Employee
         contributions as Annual Additions.

                  (f) Excess Amount means, with respect to any Participant, the
         amount by which Annual Additions exceed the Maximum Annual Additions.

                  (g) Highest Average Compensation means the average
         compensation for the three consecutive Years of Service with the
         Employer that produces the highest average. For this purpose, a Year of
         Service with the Employer is determined based on the Plan Year.

                  (h) Limitation Year means the Plan Year. All qualified plans
         maintained by the Employer must use the same Limitation Year. If the
         Limitation Year is



                                      -41-
<PAGE>   42
         amended to a different period of 12 consecutive months, the new
         Limitation Year must begin on a date within the Limitation Year in
         which the amendment is made.

                  (i) Master or Prototype plan means a plan the form of which
         is the subject of a favorable opinion letter from the Internal Revenue
         Service.

                  (j) Maximum Annual Additions, which is the maximum annual
         addition that may be contributed or allocated to a Participant's
         account under the plan for any Limitation Year, means an amount not
         exceeding the lesser of (a) the Defined Contribution Dollar Limitation
         or (b) 25% of the Participant's Section 415 Compensation for the
         Limitation Year. The compensation limitation referred to in (b) shall
         not apply to any contribution for medical benefits (within the meaning
         of Section 401(h) or Section 419A(f)(2) of the Code) which is
         otherwise treated as an Annual Addition under Section 415(1)(1) or
         Section 419A(d)(2) of the Code.

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

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

                  (k) Projected Annual Benefit means the annual retirement
         benefit (adjusted to an actuarially equivalent Straight Life Annuity
         if such benefit is expressed in a form other than a Straight Life
         Annuity or Qualified Joint and Survivor Annuity) to which the
         Participant would be entitled under the terms of the Plan assuming:

                           (1) The Participant will continue employment until
                  normal retirement age under the Plan (or current age, if
                  later), and

                           (2) The Participant's Section 415 Compensation for
                  the current Limitation Year and all other relevant factors
                  used to determine benefits under the plan will remain
                  constant for all future Limitation Years.

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


                                      -42-
<PAGE>   43
ARTICLE 7. ELIGIBILITY FOR DISTRIBUTION OF BENEFITS

         7.1 Retirement. After his Retirement, the amount credited to a
Participant's Accounts will be distributed to him in accordance with Article 9.
The termination of a Participant's employment with the Affiliated Employers
after he has (i) attained the normal retirement age specified in the Plan
Agreement, (ii) fulfilled the requirements for early retirement (if any)
specified in the Plan Agreement, or (iii) become Disabled will constitute his
Retirement. Upon a Participant's Retirement (or, if earlier, his attainment of
the normal retirement age specified in the Plan Agreement or fulfillment of the
requirements for early retirement, if any, specified in the Plan Agreement) the
Participant's Accounts shall become fully vested, regardless of the vesting
schedule specified by the Employer in the Plan Agreement. A Participant who
separates from service with any vested balance in his Accounts, after
satisfying the service requirements for early retirement (if any is specified
in the Plan Agreement) but before satisfying the age requirement for early
retirement (if any is specified in the Plan Agreement), shall be entitled to a
fully vested early retirement benefit upon his satisfaction of such age
requirement.

         7.2 Death. If a Participant dies before the distribution of his
Accounts has been completed, his Beneficiary will be entitled to distribution
of benefits in accordance with Article 9. A Participant's Accounts will become
fully vested upon his death before termination of his employment with the
Affiliated Employers, regardless of the vesting schedule specified by the
Employer in the Plan Agreement.

         A Participant may designate a Beneficiary by completing and returning
to the Plan Administrator a form provided for this purpose. The form most
recently completed and returned to the Plan Administrator before the
Participant's death shall supersede any earlier form. If a Participant has not
designated any Beneficiary before his death, or if no Beneficiary so designated
survives the Participant, his Beneficiary shall be his surviving spouse, or if
there is no surviving spouse, his estate. A married Participant may designate a
Beneficiary other than his spouse only if his spouse consents in writing to the
designation, and the spouse's consent acknowledges the effect of the consent
and is witnessed by a notary public or a representative of the Plan. The
beneficiary or beneficiaries named in the designation to which the spouse has
so consented may not be changed without further written spousal consent unless
the terms of the spouse's original written consent expressly permit such a
change, and acknowledge that the spouse voluntarily relinquishes the right to
limit the consent to a specific beneficiary. The marriage of a Participant
shall nullify any designation of a beneficiary previously executed by the
Participant. If it is established to the satisfaction of the Plan Administrator
that the Participant has no spouse or that the spouse cannot be located, the
requirement of spousal consent shall not apply. Any spousal consent, or
establishment that spousal consent cannot be obtained, shall apply only to the
particular spouse involved.

         7.3 Other Termination of Employment. A Participant whose employment
terminates for any reason other than his Retirement or death will be entitled
to distribution, in accordance with Article 9, of benefits equal to the amount
of the vested balance of his Accounts as determined under Article 8.


                                      -43-
<PAGE>   44


ARTICLE 8. VESTING

         8.1  Vested Balance. The vested balance of a Participant's Accounts
will be determined as follows:

                  (a)  General Rule. A Participant's Participant Contribution
         Account and Rollover Account shall be fully vested at all times. The
         vested portio of his Employer Contribution Account shall be equal to
         the percentage that corresponds, in the vesting schedule specified in
         the Plan Agreement, to the number of Years of Service credited to the
         Participant as of the end of the Year of Service in which his
         employment terminates.

                  (b)  Special Rules for CODA. In a Plan that includes a CODA, a
         Participant's Elective Deferral Account, Qualified Nonelective Account,
         and Qualified Matching Account shall be fully vested at all times. The
         vested portion of his Employer Matching Account shall be equal to the
         percentage that corresponds, in the vesting schedule specified in the
         Plan Agreement, to the number of Years of Service credited to the
         Participant as of the end of the Year of Service in which his
         employment terminates.

                  (c)  Retirement. All of a Participant's Accounts shall become
         fully vested upon his Retirement or his earlier attainment of early
         retirement age (if any) or the normal retirement age elected by the
         Employer in the Plan Agreement.

         For so long as a former Employee does not receive a distribution (or
deemed distribution) of the vested portion of his Accounts, the undistributed
portion shall be held in a separate account which shall be invested pursuant to
Section 13.3 and shall share in earnings and losses of the Trust Fund pursuant
to Section 13.4 in the same manner as the Accounts of active Participants.

         8.2  Vesting of Accounts of Returned Former Employees. The following
rules apply in determining the vested portion of the Accounts of a Participant
who incurs one or more consecutive One-Year Vesting Breaks and then returns to
employment with an Affiliated Employer:

                  (a)  If the Participant incurred fewer than five consecutive
         One-Year Vesting Breaks, then all of his Years of Service will be taken
         into account in determining the vested portion of his Accounts, as soon
         as he has completed one Year of Service following his return to
         employment.

                  (b)  If the Participant incurred five or more consecutive
         One-Year Vesting Breaks, then:

                           (1)  no Year of Service completed after his return to
                  employment


                                      -44-
<PAGE>   45
                  will be taken into account in determining the vested portion
                  of his Accounts as of any time before he incurred the first
                  One-Year Vesting Break;

                           (2) years of Service completed before he incurred the
                  first One-Year Vesting Break will not be taken into account in
                  determining the vested portion of his Accounts as of any time
                  after his return to employment (i) unless some portion of his
                  Employer Contribution Account or Employer Matching Account had
                  become vested before he incurred the first One-Year Vesting
                  Break, and (ii) until he has completed one Year of Service
                  following his return to employment; and

                           (3) separate sub-accounts will be maintained for the
                  Participant's pre-break and post-break Employer Contribution
                  Account and Employer Matching Account, until both sub-accounts
                  become fully vested. Both sub-accounts will share in the
                  earnings and losses of the Trust Fund.

         8.3. Forfeiture of Non-Vested Amounts. The portion of a former
Employee's Accounts that has not become vested under Section 8.1 shall become a
Forfeiture in accordance with the following rules, and shall be reallocated in
accordance with Section 4.4 or Section 5.14 (whichever applies) no later than
the end of the Plan Year in which it becomes a Forfeiture.

                  (a) If Distribution Is Made. If any or all of the vested
         portion of a Participant's Accounts is distributed in accordance with
         Section 9.1 or 9.2 before the Participant incurs five consecutive
         One-Year Vesting Breaks, the nonvested portion of his Accounts shall
         become a Forfeiture in the Plan Year in which the distribution occurs.
         For purposes of this Section 8.3, if the value of the vested portion of
         a Participant's Accounts is zero, the Participant shall be deemed to
         have received a distribution of the entire vested balance of his
         Accounts on the day his employment terminates. If the Participant
         elects to have distributed less than the entire vested portion of his
         Employer Contribution Account or Employer Matching Accounts, the part
         of the nonvested portion that will become a Forfeiture is the total
         nonvested portion multiplied by a fraction, the numerator of which is
         the amount of the distribution and the denominator of which is the
         total value of the entire vested portion of such Accounts.

                  (b) Right of Repayment. If a Participant who receives a
         distribution pursuant to paragraph (a) returns to employment with an
         Affiliated Employer, the balance of his Employer Contribution Account
         and Employer Matching Account will be restored to the amount of such
         balance on the date of distribution, if he repays to the Plan the full
         amount of the distribution, before the earlier of (i) the fifth
         anniversary of his return to employment or (ii) the date he incurs five
         consecutive One-Year Vesting Breaks following the date of distribution.
         If an Employee is deemed to receive a distribution pursuant to this
         Section 8.3, and he resumes



                                      -45-
<PAGE>   46

         employment covered under this Plan before the date he incurs five
         consecutive One-Year Vesting Breaks, upon his reemployment the
         Employer-derived account balance of the Employee will be restored to
         the amount on the date of such deemed distribution. Such restoration
         will be made, first, from the amount of any Forfeitures available for
         reallocation as of the last day of the Plan Year in which repayment is
         made, to the extent thereof, and to the extent that Forfeitures are not
         available or are insufficient to restore the balance, from
         contributions made by the Employer pursuant to Section 4.1(e).

                  (c) If No Distribution Is Made. If no distribution (nor deemed
         distribution) is made to a Participant before he incurs five
         consecutive One-Year Vesting Breaks, the nonvested portion of his
         Accounts shall become a Forfeiture at the end of the Plan Year that
         constitutes his fifth consecutive One-Year Vesting Break.

                  (d) Adjustment of Accounts. Before a Forfeiture is incurred, a
         Participant's Accounts shall share in earnings and losses of the Trust
         Fund pursuant to Section 13.4 in the same manner as the Accounts of
         active Participants.

                  (e) Accumulated Deductible Contributions. For Plan Years
         beginning before January 1, 1989, a Participant's vested Account
         balance shall not include accumulated deductible contributions within
         the meaning of Section 72(o)(5)(B) of the Code.

         8.4 Special Rule in the Event of a Withdrawal. If a withdrawal pursuant
to Section 12.2, 12.3 or 12.4 is made from a Participant's Employer Contribution
Account or Employer Matching Account before the Account is fully vested, and
the Participant may increase the vested percentage in the Account, then a
separate account will be established at the time of the withdrawal, and at any
relevant time after the withdrawal the vested portion of the separate account
will be equal to the amount "X" determined by the following formula:

                       X = P(AB + D) - D

For purposes of the formula, P is the Participant's vested percentage at the
relevant time, AB is the account balance at the relevant time, and D is the
amount of the withdrawal.

         8.5. Vesting Election. If the Plan is amended to change any vesting
schedule, or is amended in any way that directly or indirectly affects the
computation of a Participant's vested percentage, each Participant who has
completed not less than three Years of Service may elect, within a reasonable
period after the adoption of the amendment or change, in a writing filed with
the Employer to have his vested percentage computed under the Plan without
regard to such amendment. For a Participant who is not credited with at least
one Hour of Service in a Plan Year beginning after December 31, 1988, the
preceding sentence shall be applied by substituting "five Years of Service" for
"three Years of Service." The period during which the election may be made shall
commence with the date the amendment



                                      -46-
<PAGE>   47

is adopted, or deemed to be made, and shall end on the latest of (a) 60 days
after the amendment is adopted; (b) 60 days after the amendment becomes
effective; or (c) 60 days after the Participant is issued written notice of the
amendment by the Employer.



                                      -47-
<PAGE>   48
ARTICLE 9.  PAYMENT OF BENEFITS

         9.1. Distribution of Accounts. A Participant or Beneficiary who has
become eligible for a distribution of benefits pursuant to Article 7 may elect
to receive such benefits at any time, subject to the terms and conditions of
this Article 9, Article 10 and Article 11. Unless a Participant or Beneficiary
elects otherwise, distribution of benefits will begin no later than the 60th day
after the end of the Plan Year in which the latest of the following events
occurs:

                  (a) The Participant attains age 65 (or if earlier, the normal
         retirement age specified by the Employer in the Plan Agreement); or

                  (b) The tenth anniversary of the year in which the Participant
         commenced participation in the Plan; or

                  (c) The Participant's employment with the Affiliated Employers
         terminates.

A Beneficiary who is the surviving spouse of a Participant may elect to have
distribution of benefits begin within the 90-day period following the
Participant's death.

         For purposes of this Section 9.1, the failure of a Participant (and his
spouse, if spousal consent is required pursuant to Article 10) to consent to a
distribution while a benefit is "immediately distributable" within the meaning
of Section 9.2 shall be considered an election to defer commencement of payment.
If the Employer has so specified in the Plan Agreement, the vested portion of a
Participant's Accounts will be distributed in a lump sum in cash no later than
60 days after the end of the Plan Year in which his employment terminates, if at
the time the Participant first became entitled to a distribution the value of
such vested portion derived from Employer and Employee contributions does not
exceed $3,500. Commencement of distributions in any case shall be subject to
Section 9.4.

         9.2. Restriction on Immediate Distributions. A Participant's account
balance is considered "immediately distributable" if any part of the account
balance could be distributed to the Participant (or his surviving spouse) before
the Participant attains, or would have attained if not deceased, the later of
the normal retirement age specified in the Plan Agreement or age 62.

                  (a) If the value of a Participant's vested account balance
         derived from Employer and Employee contributions exceeds (or at the
         time of any prior distribution exceeded) $3,500, and the account
         balance is immediately distributable, the Participant and his spouse
         (or where either the Participant or the spouse has died), the survivor
         must consent to any such distribution, unless an exception described in
         paragraph (b) applies. The consent of the Participant and his spouse
         shall be obtained in writing within the 90-day period ending on the
         annuity starting date, which is the first day of the first period for
         which an amount is paid as an annuity (or any other form). The Plan
         Administrator shall notify the Participant and the spouse, no less



                                      -48-
<PAGE>   49

         than 30 days and no more than 90 days before the annuity starting date,
         of the right to defer any distribution until the Participant's account
         balance is no longer immediately distributable. Such notification
         shall include a general description of the material features of the
         optional forms of benefit available under the Plan and an explanation
         of their relative values, in a manner that would satisfy the notice
         requirements of Section 417(a)(3) of the Code. If a distribution is one
         to which Sections 401(a)(11) and 417 of the Code do not apply, such
         distribution may commence less than 30 days after the required
         notification is given, provided that:

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

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

                  (b) Notwithstanding paragraph (a), only the Participant need
         consent to the commencement of a distribution in the form of a
         Qualified Joint and Survivor Annuity while the account balance is
         immediately distributable. Furthermore, if payment in the form of a
         Qualified Joint and Survivor Annuity is not required with respect to
         the Participant pursuant to Section 1.0. 1(b) of the Plan, only the
         Participant need consent to the distribution of an account balance that
         is immediately distributable. Neither the consent of the Participant
         nor the spouse shall be required to the extent that a distribution is
         required to satisfy Section 401(a)(9) or Section 415 of the Code. In
         addition, upon termination of the Plan, if the Plan does not offer an
         annuity option purchased from a commercial provider), and no Affiliated
         Employer maintains another defined contribution plan (other than an
         employee stock ownership plan as defined in Section 4975(e)(7) of the
         Code), a Participant's account balance shall be distributed to the
         Participant without his consent. If any Affiliated Employer maintains
         another defined contribution plan (other than an employee stock
         ownership plan as defined in Section 4975(e)(7) of the Code), a
         Participant's account balance shall be transferred to that defined
         contribution plan without his consent, unless he consents to an
         immediate distribution. For purposes of determining the applicability
         of the foregoing consent requirements to distributions made before the
         first day of the first Plan Year beginning after December 31, 1988, the
         Participant's vested account balance shall not include amounts
         attributable to accumulated deductible employee contributions within
         the meaning of Section 72(o)(5)(B) of the Code.

         9.3. Optional Forms of Distribution. Provided that the Employer has so
elected in the Plan Agreement, if at the time a Participant first becomes
entitled to a distribution the value of his vested Account balance derived from
Employer and Employee contributions does not exceed $3,500, distribution shall
be made in a lump sum in cash. Subject to the preceding sentence and to the
rules of Article 10 concerning joint and survivor annuities, a


                                      -49-
<PAGE>   50
Participant or Beneficiary may elect to receive benefits in any of the
following optional forms:

                  (a)      A lump sum payment. If a Participant's Accounts are
         invested in Employer Stock, a lump sum payment may be made in cash or
         in Employer Stock or in a combination of both;

                  (b)      A series of installments over a period certain that
         meets the requirements of Article 11;

                  (c)      A nontransferable annuity contract, purchased by the
         Plan Administrator from a commercial provider, with terms complying
         with the requirements of Article 11; provided, however, that an annuity
         for the life of any person shall be available as an optional form of
         distribution only if the Employer has so elected in the Plan Agreement;
         or

                  (d)      In the event that the Plan is adopted as an amendment
         to an existing plan, any optional form of distribution available under
         the existing plan. Such optional forms of distribution may be made
         available where necessary through the purchase by the Plan
         Administrator of an appropriate annuity contract in accordance with
         paragraph (c). If the Plan is a direct or indirect transferee of a
         defined benefit plan, money purchase plan, target benefit plan, stock
         bonus plan, or profit sharing plan which is subject to the survivor
         annuity requirements of Sections 401(a)(11) and 417 of the Code, the
         provisions of Article 10 shall apply.

         9.4.     Distribution Procedure. The Trustee shall make or commence
distributions to or for the benefit of Participants only on receipt of an
instruction from the Employer in writing or by such other means as shall be
acceptable to the Trustee, certifying that a distribution of a Participant's
benefits is payable pursuant to the Plan, and specifying the time and manner of
payment. The amount to be distributed shall be determined as of the Valuation
Date coincident with or next following the Employer's order. The Trustee shall
be fully protected in acting upon the directions of the Employer in making
benefit distributions, and shall have no duty to determine the rights or
benefits of any person under the Plan or to inquire into the right or power of
the Employer to direct any such distribution. The Trustee shall be entitled to
assume conclusively that any determination by the Employer with respect to a
distribution meets the requirements of the Plan. The Trustee shall not be
required to make any payment hereunder in excess of the net realizable value of
the assets of the Account in question at the time of such payment, nor to make
any payment in cash unless the Employer has furnished instructions as to the
assets to be converted to cash for the purposes of making payment.

         9.5.     Lost Distributee. In the event that the Plan Administrator is
unable with reasonable effort to locate a person entitled to distribution under
the Plan, the Accounts distributable to such a person shall become a Forfeiture
at the end of the third Plan Year


                                      -50-
<PAGE>   51
after the Plan Administrator's efforts to locate such person began; provided,
however, that the amount of the Forfeiture shall be restored in the event that
such person thereafter submits a claim for benefits under the Plan. Such
restoration will be made, first, from the amount of Forfeitures available for
reallocation as of the last day of the Plan Year in which the claim is made, to
the extend thereof; and to the extent that Forfeitures are not available or are
insufficient to restore the balance, from contributions made by the Employer
pursuant to Section 4.1(e). A Forfeiture occurring under this Section 9.5 shall
be reallocated as thought it were an Employer contribution.

         9.6. DIRECT ROLLOVERS. Notwithstanding any provision of the Plan to
the contrary that would otherwise limit a distributee's election under this
Section, a distribute may elect, at the time and in the manner prescribed by
the Plan Administrator, to have any portion of an eligible rollover
distribution paid directly to an eligible retirement plan specified by the
distributee in a direct rollover. For purposes of this Section 9.6, the
following definitions shall apply:

                 (a) Eligible Rollover Distribution: An eligible rollover
         distribution is any distribution of all or any portion of the balance
         to the credit of the distributee, except that an eligible rollover
         distribution does not include: any distribution that is one of a series
         of substantially equal periodic payments (not less frequently than
         annually) made for the life (or life expectancy) of the distributee or
         the joint lives (or joint life expectancies) of the distributees and
         the distributee's Designated Beneficiary (as defined in Section 11.3),
         or for a specified period of ten years or more, any distribution to the
         extent such distribution is required under section 401(a)(9) of the
         Code, and the portion of any distribution that is not includible in
         gross income (determined without regard to the exclusion for net
         unrealized appreciation with respect to employer securities).

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

                 (c) Distributee. A distributee includes an Employee or former
         Employee. In addition, the Employee's or former Employee's surviving
         spouse and the Employee's or former Employee's spouse or former spouse
         who is the alternate payee under a Qualified Domestic Relations Order
         are distributees with regard to the interest of the spouse of former
         spouse.

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


                                      -51-
<PAGE>   52
         9.7. Distributions Required by a Qualified Domestic Relations Order.
To the extent required by a Qualified Domestic Relations Order, the Plan
Administrator shall make distributions from a Participant's Accounts to any
alternate payee named in such order in a manner consistent with the
distribution options otherwise available under the Plan, regardless of whether
the Participant is otherwise entitled to a distribution at such time under the
Plan.


                                      -52-
<PAGE>   53
ARTICLE 10. JOINT AND SURVIVOR ANNUITY REQUIREMENTS

         10.1 Applicability.

                 (a) Generally. The provisions of Sections 10.2 through 10.5
         shall generally apply to a Participant who is credited with at least
         one Hour of Service on or after August 23, 1984, and such other
         Participants as provided in Section 10.6.

                 (b) Exception for Certain Plans. The provisions of Section 10.2
         through 10.5 shall not apply to a Participant in a profit sharing plan
         if: (i) the Participant does not or cannot elect payment of benefits in
         the form of a life annuity, and (ii) on the death of the Participant,
         his Vested Account Balance will be paid to his surviving spouse (unless
         there is no surviving spouse, or the surviving spouse has consented to
         the designation of another Beneficiary in a manner conforming to a
         Qualified Election) and the surviving spouse may elect to have
         distribution of the Vested Account Balance (adjusted in accordance with
         Section 13.4 for gains or losses occurring after the Participant's
         death) commence within the 90-day period following the date of the
         Participant's death. The Participant may waive the spousal death
         benefit described in this paragraph (b) at any time, provided that no
         such waiver shall be effective unless it satisfies the conditions
         applicable under Section 10.4(c) to a Participant's waiver of a
         Qualified Preretirement Survivor Annuity. The exception in this
         paragraph (b) shall not be operative with respect to a Participant in a
         profit sharing plan if the Plan:

                          (1) is a direct or indirect transferee of a defined
                 benefit plan, money purchase pension plan, target benefit plan,
                 stock bonus plan, or profit sharing plan which is subject to
                 the survivor annuity requirements of Sections 401(a)(11) and
                 417 of the Code; or

                          (2) is adopted as an amendment of a plan that did not
                 qualify for the exception in this paragraph (b) before the
                 amendment was adopted.

                  For purposes of this paragraph (b), Vested-Account Balance
         shall have the meaning provided in Section 10.4(f). The provisions of
         Sections 10.2 through 10.6 set forth the survivor annuity requirements
         of Sections 401(a)(11) and 417 of the Code.

                 (c) Exception for Certain Amounts. The provisions of Sections
         10.2 through 10.5 shall not apply to any distribution made on or after
         the first day of the first Plan Year beginning after December 31, 1988,
         from or under a separate account attributable solely to accumulated
         deductible employee contributions as defined in Section 72(o)(5)(B) of
         the Code, and maintained on behalf of a Participant in a money purchase
         pension plan or a target benefit plan, provided that the exceptions
         applicable to certain profit sharing plans under paragraph (b) are
         applicable with respect to the


                                      -53-
<PAGE>   54
         separate account (for this purpose, Vested Account Balance means the
         Participant's separate account balance attributable solely to
         accumulated deductible employee contributions within the meaning of
         Section 72(o)(5)(B) of the Code).

         10.2  Qualified Joint and Survivor Annuity. Unless an optional form of
benefit is selected pursuant to a Qualified Election within the 90-day period
ending on the Annuity Starting Date, a married Participant's Vested Account
Balance will be paid in the form of a Qualified Joint and Survivor Annuity and
an unmarried Participant's Vested Account Balance will be paid in the form of a
life annuity. In either case, the Participant may elect to have such an annuity
distributed upon his attainment of the Earliest Retirement Age under the Plan.

         10.3  Qualified Preretirement Survivor Annuity. Unless an optional form
of benefit has been selected within the Election Period pursuant to a Qualified
Election, the Vested Account Balance of a Participant who dies before the
Annuity Starting Date shall be applied toward the purchase of an annuity for the
life of his surviving spouse (a "Qualified Preretirement Survivor Annuity").
The surviving spouse may elect to have such an annuity distributed within a
reasonable period after the Participant's death. For purposes of this Article
10, the term "spouse" means the current spouse or surviving spouse of a
Participant, except that a former spouse will be treated as the spouse or
surviving spouse (and a current spouse will not be treated as the spouse or
surviving spouse) to the extent provided under a qualified domestic relations
order as described in Section 414(p) of the Code.

         10.4  Definitions. The following definitions apply:

                  (a)   "Election Period" means the period beginning on the
         first day of the Plan Year in which a Participant attains age 35 and
         ending on the date of the Participant's death. If a Participant
         separates from service before the first day of the Plan Year in which
         he reaches age 35, the Election Period with respect to his account
         balance as of the date of separation shall begin on the date of
         separation. A Participant who will not attain age 35 as of the end of a
         Plan Year may make a special Qualified Election to waive the Qualified
         Preretirement Survivor Annuity for the period beginning on the date of
         such election and ending on the first day of the Plan Year in which the
         Participant will attain age 35. Such an election shall not be valid
         unless the Participant receives a written explanation of the Qualified
         Preretirement Survivor Annuity in such terms as are comparable to the
         explanation required under Section 10.5. Qualified Preretirement
         Survivor Annuity coverage will be automatically reinstated as of the
         first day of the Plan Year in which the Participant attains age 35. Any
         new waiver on or after that date shall be subject to the full
         requirements of this article.

                  (b)  "Earliest Retirement Age" means the earliest date on
         which the Participant could elect to receive Retirement benefits under
         the Plan.

                                      -54-
<PAGE>   55


                  (c)  "Qualified Election" means a waiver of a Qualified Joint
         and Survivor Annuity or a Qualified Preretirement Survivor Annuity. Any
         such waiver shall not be effective unless: (1) the Participant's spouse
         consents in writing to the waiver; (2) the waiver designates a specific
         Beneficiary, including any class of beneficiaries or any contingent
         beneficiaries, which may not be changed without spousal consent (unless
         the spouse's consent expressly permits designations by the Participant
         without any further spousal consent); (3) the spouse's consent
         acknowledges the effect of the waiver; and (4) the spouse's consent is
         witnessed by a plan representative or notary public. Additionally, a
         Participant's waiver of the Qualified Joint and Survivor Annuity shall
         not be effective unless the waiver designates a form of benefit payment
         which may not be changed without spousal consent (unless the spouse's
         consent expressly permits designations by the participant without any
         further spousal consent). If it is established to the satisfaction of a
         plan representative that there is no spouse or that the spouse cannot
         be located, a waiver will be deemed a Qualified Election. Any consent
         by a spouse obtained under these provisions (and any establishment that
         the consent of a spouse may not be obtained) shall be effective only
         with respect to the particular spouse involved. A consent that permits
         designations by the Participant without any requirement of further
         consent by the spouse must acknowledge that the spouse has the right
         to limit the consent of a specific Beneficiary and a specific form of
         benefit where applicable, and that the spouse voluntarily elects to
         relinquish either or both of those 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 10.5.

                  (d)  "Qualified Joint and Survivor Annuity" means an immediate
         annuity for the life of a Participant, with a survivor annuity for the
         life of the spouse which is not less than 50% and not more than 100% of
         the amount of the annuity which is payable during the joint lives of
         the Participant and the spouse, and which is the amount of benefit that
         can be purchased with the Participant's Vested Account Balance. The
         percentage of the survivor annuity under the Plan shall be 50%.

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

                  (f)  "Vested Account Balance" means the aggregate value of the
         Participant's vested account balance derived from Employer and Employee
         contributions (including rollovers), whether vested before or upon
         death, including the proceeds of insurance contracts, if any, on the
         Participant's life. The provisions of this Article 10 shall apply to a
         Participant who is vested in amounts attributable to Employer
         contributions, Employee contributions or both at the time of death or
         distribution.

                                      -55-
<PAGE>   56

         10.5. Notice Requirements. In the case of a Qualified Joint and
Survivor Annuity, no less than 30 days (or such other period permitted by law)
and no more than 90 days before a Participant's Annuity Starting Date the Plan
Administrator shall provide to him a written explanation of (i) the terms and
conditions of a Qualified Joint and Survivor Annuity, (ii) the Participant's
right to make, and the effect of, an election to waive the Qualified Joint and
Survivor Annuity form of benefit, (iii) the rights of the Participant's spouse,
and (iv) the right to make, and the effect of, a revocation of a previous
election to waive the Qualified Joint and Survivor Annuity.

         In the case of a Qualified Preretirement Survivor Annuity, within the
applicable period for a Participant the Plan Administrator shall provide to him
a written explanation of the Qualified Preretirement Survivor Annuity, in terms
and manner comparable to the requirements applicable to the explanation of a
Qualified Joint and Survivor Annuity as described in the preceding paragraph.
The applicable period for a Participant is whichever of the following periods
ends last: (i) the period beginning with the first day of the Plan Year in which
the Participant attains age 32 and ending with the close of the Plan Year
preceding the Plan Year in which the Participant attains age 35; (ii) a
reasonable period ending after an individual becomes a Participant; (iii) a
reasonable period ending after this Article 10 first applies to the Participant.
Notwithstanding the foregoing, in the case of a Participant who separates from
service before attaining age 35, notice must be provided within a reasonable
period ending after his separation from service.

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

         10.6. Transitional Rules.

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

                  (b) Any living Participant not receiving benefits on August
         23, 1984, who was credited with at least one Hour of Service under the
         Plan or a predecessor plan on or after September 2, 1974, and who is
         not otherwise credited with any service in




                                      -56-
<PAGE>   57

         a Plan Year beginning on or after January 1, 1976, must be given the
         opportunity to have his benefits paid in accordance with paragraph (d)
         of this Section 10.6.

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

                  (d) Any Participant who has so elected pursuant to paragraph
         (b) of this Section 10.6, and any Participant who does not elect under
         paragraph (a), or who meets the requirements of paragraph (a) except
         that he does not have at least ten years of vesting service when he
         separates from service, shall have his benefits distributed in
         accordance with all of the following requirements, if his benefits
         would otherwise have been payable in the form of a life annuity:

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

                                    (A) begins to receive payments under the
                           Plan on or after normal retirement age; or

                                    (B) dies on or after normal retirement age
                           while still working for the Employer; or

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

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

         then such benefits will be received under the Plan in the form of a
         Qualified Joint and Survivor Annuity, unless the Participant has
         elected otherwise during the election period, which must begin at least
         six months before the Participant attains qualified early retirement
         age and end not more than 90 days before the commencement of benefits.
         Any election hereunder will be in writing and may be changed by the
         Participant at any time.

                  (2) Election of early survivor annuity. A Participant who is
         employed after attaining the qualified early retirement age will be
         given the opportunity to elect during the election period to have a
         survivor annuity payable on death. If the Participant elects the
         survivor annuity, payments under such annuity must not be less than the
         payments which would have been




                                      -57-
<PAGE>   58

         made to the spouse under the Qualified Joint and Survivor Annuity if
         the Participant had retired on the day before his death. Any election
         under this provision will be in writing and may be changed by the
         Participant at any time. The election period begins on the later of (i)
         the 90th day before the Participant attains the qualified early
         retirement age, or (ii) the date on which participation begins, and
         ends on the date the Participant terminates employment.

                  (3) For purposes of this Section 10.6, qualified early
         retirement age is the latest of the earliest date under the Plan on
         which the Participant may elect to receive Retirement benefits, the
         first day of the 120th month beginning before the Participant reaches
         normal retirement age, or the date the Participant begins
         participation.



                                      -58-
<PAGE>   59

ARTICLE 11. MINIMUM DISTRIBUTION REQUIREMENTS

         11.1. General Rules. Subject to Article 10, Joint and Survivor Annuity
Requirements, the requirements of this Article 11 shall apply to any
distribution of a Participant's interest and will take precedence over any
inconsistent provisions of the Plan. All distributions required under this
Article 11 shall be determined and made in accordance with the Income Tax
Regulations issued under Section 401(a)(9) of the Code (including proposed
regulations, until the adoption of final regulations), including the minimum
distribution incidental benefit requirement of Section 1.401(a)(9)-2 of the
proposed regulations.

         11.2. Required Beginning Date. The entire interest of a Participant
must be distributed, or begin to be distributed, no later than the Participant's
required beginning date, determined as follows.

                  (a) General Rule. The required beginning date of a Participant
         is the first day of April of the calendar year following the calendar
         year in which the Participant attains age 70 1/2.

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

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

                           (2) 5% owners. The required beginning date of a
                  Participant who is a 5% owner during any year beginning after
                  December 31, 1979, is the first day of April following the
                  later of:

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

                                    (B) the earlier of the calendar year with or
                           within which ends the Plan Year in which the
                           Participant becomes a 5% owner, or the calendar year
                           in which the Participant retires.

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

                  (c) Rules for 5% Owners. A Participant is treated as a 5%
         owner for



                                      -59-
<PAGE>   60

         purposes of this Section 11.2 if he is a 5% owner as defined in Section
         416(i) of the Code (determined in accordance with Section 416 but
         without regard to whether the Plan is top heavy) at any time during the
         Plan Year ending with or within the calendar year in which he attains
         age 66 1/2, or any subsequent Plan Year. Once distributions have begun
         to a 5% owner under this Section 11.2, they must continue, even if the
         Participant ceases to be a 5% owner in a subsequent year.

         11.3. Limits on Distribution Periods. As of the first Distribution
Calendar Year, distributions not made in a single sum may be made only over one
or a combination of the following periods:

                  (a) the life of the Participant,

                  (b) the life of the Participant and his Designated
         Beneficiary,

                  (c) a period certain not extending beyond the Life Expectancy
         of the Participant, or

                  (d) a period certain not extending beyond the Joint and Last
         Survivor Expectancy of the Participant and his Designated Beneficiary.

         "Designated Beneficiary" means the individual who is designated as the
Beneficiary under the Plan in accordance with Section 401(a)(9) of the Code and
the regulations issued thereunder (including proposed regulations, until the
adoption of final regulations) and Section 7.2.

         "Distribution Calendar Year" means a calendar year for which a minimum
distribution is required under Section 401(a)(9) of the Code and this Section
11.3. For distributions beginning before the Participant's death, the first
Distribution Calendar Year is the calendar year immediately preceding the
calendar year which contains the Participant's required beginning date. For
distributions beginning after the Participant's death, the first Distribution
Calendar Year is the calendar year in which distributions are required to begin
pursuant to Section 11.5.

         "Life Expectancy" and "Joint and Last Survivor Expectancy" are computed
by use of the expected return multiples in Tables V and VI Of Section 1.72-9 of
the Income Tax Regulations. Unless otherwise elected by the Participant (or his
spouse, in the case of distributions described in Section 11.5(b)) by the time
distributions are required to begin, Life Expectancies shall be recalculated
annually. Any such election shall be irrevocable as to the Participant (or
spouse) and shall apply to all subsequent years. The Life Expectancy of a
nonspouse beneficiary may not be recalculated.

         11.4. Determination of Amount to Be Distributed Each Year. If the
Participant's interest is to be distributed in other than a single sum, the
following minimum distribution



                                      -60-
<PAGE>   61

rules shall apply on or after the required beginning date. Paragraphs (a)
through (d) apply to distributions in forms other than the purchase of an
annuity contract.

                  (a) If a Participant's Benefit (as defined below) is to be
         distributed over (1) a period not extending beyond the Life Expectancy
         of the Participant or the Joint Life and Last Survivor Expectancy of
         the Participant and his Designated Beneficiary, or (2) a period not
         extending beyond the Life Expectancy of the Designated Beneficiary, the
         amount required to be distributed for each calendar year, beginning
         with distributions for the first Distribution Calendar Year, must at
         least equal the quotient obtained by dividing the Participant's Benefit
         by the Applicable Life Expectancy (as defined below).

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

                  (c) For calendar years beginning after December 31, 1988, the
         amount to be distributed each year, beginning with distributions for
         the first Distribution Calendar Year, shall not be less than the
         quotient obtained by dividing the Participant's Benefit by the lesser
         of (1) the Applicable Life Expectancy or (2) if the Participant's
         spouse is not the Designated Beneficiary, the applicable divisor
         determined from the table set forth in Q&A-4 of Section 1.401(a)(9)-2
         of the Proposed Income Tax Regulations. Distributions after the death
         of the Participant shall be distributed using the Applicable Life
         Expectancy in paragraph (a) above as the relevant divisor, without
         regard to Proposed Regulations Section 1.401(a)(9)-2.

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

                  (e) If the Participant's Benefit is distributed in the form of
         an annuity contract purchased from an insurance company, distributions
         thereunder shall be made in accordance with the requirements of Section
         401(a)(9) of the Code and the regulations issued thereunder (including
         proposed regulations, until the adoption of final regulations).

         "Applicable Life Expectancy" means the Life Expectancy (or Joint and
Last Survivor Expectancy) calculated using the attained age of the Participant
(or Designated Beneficiary) as of the Participant's (or Designated
Beneficiary's) birthday in the applicable calendar year, reduced by one for each
calendar year which has elapsed since the date Life Expectancy was



                                      -61-
<PAGE>   62

first calculated. If Life Expectancy is being recalculated, the Applicable Life
Expectancy shall be the Life Expectancy as so recalculated. The applicable
calendar year shall be the first Distribution Calendar Year, and if Life
Expectancy is being recalculated such succeeding calendar year. If annuity
payments commence in accordance with Section 11.4(e) before the required
beginning date, the applicable calendar year is the year such payments commence.
If distribution is in the form of an immediate annuity purchased after the
Participant's death with the Participant's remaining interest in the Plan, the
applicable calendar year is the year of purchase.

         "Participant's Benefit" 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 or Forfeitures allocated to the account balance as of dates in the
valuation calendar year after the valuation date and decreased by distributions
made in the valuation calendar year after the valuation date. For purposes of
the preceding sentence, if any portion of the minimum distribution for the first
Distribution Calendar Year is made in the second Distribution Calendar Year on
or before the required beginning date, the amount of the minimum distribution
made in the second Distribution Calendar Year shall be treated as if it had been
made in the immediately preceding Distribution Calendar Year.

         11.5. Death Distribution Provisions.

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

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

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

                           (2) If the Designated Beneficiary is the
                  Participant's surviving spouse, the date distributions are
                  required to begin in accordance with (1) above shall not be
                  earlier than the later of (i) December 31 of the calendar year
                  immediately following the calendar year in which the
                  Participant died,



                                      -62-
<PAGE>   63

                   and (ii) December 31 of the calender year in which the
                   Participant would have attained age 70 1/2.

                  If the Participant has not made an election pursuant to this
         Section 11.5 by the time of his death, the Participant's Designated
         Beneficiary must elect the method of distribution no later than the
         earlier of (i) December 31 of the calendar year in which distributions
         would be required to begin under this Section 11.5, or (ii) December 31
         of the calendar year which contains the fifth anniversary of the date
         of death of the Participant. If the Participant has no Designated
         Beneficiary, or if the Designated Beneficiary does not elect a method
         of distribution, distribution of the Participant's entire interest must
         be completed by December 31 of the calendar year containing the fifth
         anniversary of the Participant's death.

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

                  (d) For purposes of this Section 11.5, any amount paid to a
         child of the Participant will be treated as if it had been paid to the
         surviving spouse of the Participant if the amount becomes payable to
         the surviving spouse when the child reaches the age of majority.

                  (e) For the purposes of this Section 11.5, distribution of a
         Participant's interest is considered to begin on the Participant's
         required beginning date (or, if paragraph (c) above is applicable, the
         date distribution is required to begin to the surviving spouse pursuant
         to paragraph (b) above). If distribution in the form of an annuity
         contract described in Section 11.4(e) irrevocably commences to the
         Participant before the required beginning date, the date distribution
         is considered to begin is the date distribution actually commences.

          11.6. Transitional Rule. Notwithstanding the other requirements of
this Article 11, and subject to the requirements of Article 10, Joint and
Survivor Annuity Requirements, distribution on behalf of any Participant,
including a 5% owner, may be made in accordance with all of the following
requirements (regardless of when such distribution commences):

                  (a) The distribution is one which would not have disqualified
         the Trust under Section 401(a)(9) of the Internal Revenue Code of
         1954 as in effect before its amendment by the Deficit Reduction Act of
         1984.

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



                                      -63-
<PAGE>   64

                   (c) The designation specified in paragraph (b) was in
          writing, was signed by the Employee or the Beneficiary, and was made
          before January 1, 1984.

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

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

         A distribution upon death will not be covered by this transitional rule
unless the information in the designation contains the required information
described above with respect to the distributions to be made upon the death of
the Employee. For any distribution which commences before January 1, 1984, but
continues after December 31, 1983, the Employee or the Beneficiary to whom such
distribution is being made will be presumed to have designated the method of
distribution under which the distribution is being made, if the method of
distribution was specified in writing and the distribution satisfies the
requirements in paragraphs (a) and (e).

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



                                      -64-
<PAGE>   65

ARTICLE 12. WITHDRAWALS AND LOANS

         12.1. Withdrawals from Participant Contribution and Rollover Accounts.
Subject to the requirements of Article 10, a Participant may upon written notice
(or in such other manner as shall be made available and agreed upon by the
Employer and Putnam) to the Employer withdraw any amount from his Participant
Contribution Account or Rollover Account. A withdrawn amount may not be repaid
to the Plan. No Forfeiture will occur solely as a result of an Employee's
withdrawal from a Participant Contribution Account or Rollover Account.

         12.2. Withdrawals on Account of Hardship.

                  (a) If the Employer has so elected in the Plan Agreement, upon
         a Participant's written request (or in such other manner as shall be
         made available and agreed upon by the Employer and Putnam), the Plan
         Administrator may permit a withdrawal of funds from the vested portion
         of the Participant's Accounts on account of the Participant's financial
         hardship, which must be demonstrated to the satisfaction of the Plan
         Administrator, provided, that no hardship withdrawal shall be made from
         a Qualified Nonelective Contribution Account or Qualified Matching
         Account. In considering such requests, the Plan Administrator shall
         apply uniform standards that do not discriminate in favor of Highly
         Compensated Employees. If hardship withdrawals are permitted from more
         than one of the Elective Deferral Account, Rollover Account, Employer
         Matching Account, and Employer Contribution Account, they shall be made
         first from a Participant's Elective Deferral Account, then from his
         Rollover Account, then from his Employer Matching Account, and finally
         from his Employer Contribution Account, as applicable. A withdrawn
         amount may not be repaid to the Plan.

                  (b) The maximum amount that may be withdrawn on account of
         hardship from an Elective Deferral Account after December 31, 1988,
         shall not exceed the sum of (1) the amount credited to the Account as
         of December 31, 1988, and (2) the aggregate amount of the Elective
         Deferrals made by the Participant after December 31, 1988, and before
         the hardship withdrawal.

                  (c) Hardship withdrawals shall be permitted only on account of
         the following financial needs:

                           (1) Expenses for medical care described in Section
                  213(d) of the Code for the Participant, his spouse, children
                  and dependents, or necessary for these persons to obtain such
                  care;

                           (2) Purchase of the principal residence of the
                  Participant (excluding regular mortgage payments);



                                      -65-

<PAGE>   66

                           (3) Payment of tuition and related educational fees
                  and room and board expenses for the upcoming 12 months of
                  post-secondary education for the Participant, his spouse,
                  children or dependents; or

                           (4) Payments necessary to prevent the Participant's
                  eviction from, or the foreclosure of a mortgage on, his
                  principal residence.

                  (d) Hardship withdrawals shall be subject to the spousal
         consent requirements contained in Sections 411(a)(11) and 417 of the
         Code, to the same extent that those requirements apply to a Participant
         pursuant to Section 10.1.

                  (e) A hardship withdrawal will be made to a Participant only
         upon satisfaction of the following conditions:

                           (1) The Participant has obtained all nontaxable loans
                  and all distributions other than hardship withdrawals
                  available to him from all plans maintained by the Affiliated
                  Employers;

                           (2) The hardship withdrawals does not exceed the
                  amount of the Participant's financial need as described in
                  paragraph (c) plus any amounts necessary to pay federal, state
                  and local income taxes and penalties reasonably anticipated to
                  result from the withdrawals;

                           (3) With respect to withdrawals from an Elective
                  Deferral Account, all plans maintained by the Affiliated
                  Employers provide that the Participant's Elective Deferrals
                  and voluntary after-tax contributions will be suspended for a
                  period of 12 months following his receipt of a hardship
                  withdrawal; and

                           (4) With respect to withdrawals from an Elective
                  Deferral Account, all plans maintained by the Affiliated
                  Employers provide that the amount of Elective Deferrals that
                  the Participant may make in his taxable year immediately
                  following the year of a hardship withdrawal will not exceed
                  the applicable limit under Section 402(g) of the Code for the
                  taxable year, reduced by the amount of Elective Deferrals made
                  by the Participant in the taxable year of the hardship
                  withdrawal.

         12.3. Withdrawals After Reaching Age 59 1/2. If so specified by the
Employer in the Plan Agreement, a Participant who has reached age 59 1/2 may
upon written request to the Employer (or in such other manner as shall be made
available and agreed upon by the Employer and Putnam) withdraw during his
employment any amount not exceeding the vested balance of his Accounts. A
withdrawn amount may not be repaid to the Plan.

         12.4. Other Withdrawals. If so elected by the Employer in the Plan
Agreement, a Participant may make a withdrawal from his Employer Contribution
Account or Employer



                                      -66-
<PAGE>   67

Matching Account for any reason upon written request to the Employer (or in such
other manner as shall be made available and agreed upon by the Employer and
Putnam), provided that (a) the Participant has been a Participant for at least
five years, or (b) the withdrawal from such Account is limited to the excess of
the balance of such Account on the date of the withdrawal over the aggregate of
the amounts credited to such Account during the two year period immediately
preceding the date of such withdrawal. No such withdrawal shall exceed the
vested portion of the Participant's Account from which the withdrawal is made. A
withdrawn amount may not be repaid to the Plan.

         12.5. Loans. If the Employer so elected in the Plan Agreement, the
Employer may direct the Trustee to make a loan to a Participant or Beneficiary
from the vested portion of his Accounts, subject to the following terms and
conditions and to such reasonable additional rules and regulations as the Plan
Administrator may establish for the orderly operation of the program:

                  (a) The Plan Administrator shall administer the loan program
         subject to the terms and conditions of this Section 12.5.

                  (b) A Participant's or Beneficiary's request for a loan shall
         be submitted to the Plan Administrator by means of a written
         application on a form supplied by the Plan Administrator (or in such
         other manner as shall be made available and agreed upon by the Employer
         and Putnam). Applications shall be approved or denied by the Plan
         Administrator on the basis of its assessment of the borrower's ability
         to collateralize and repay the loan, as revealed in the loan
         application.

                  (c) If the Employer has so elected in the Plan Agreement,
         loans to a Participant or Beneficiary shall only be made in the event
         of hardship of the Participant or Beneficiary. For this purpose, a loan
         shall considered to be made in the event of hardship only if is made on
         account of the following financial needs:

                           (1) Expenses for medical care described in Section
                  213(d) of the Code for the Participant, his spouse, children
                  and dependents, or necessary for these persons to obtain such
                  care;

                           (2) Purchase of the principal residence of the
                  Participant (excluding regular mortgage payments);

                           (3) Payment of tuition and related educational fees
                  and room and board expenses for the upcoming 12 months of
                  post-secondary education for the Participant, his spouse,
                  children or dependents; or

                           (4) Payments necessary to prevent the Participant's
                  eviction from, or the foreclosure of a mortgage on, his
                  principal residence.



                                      -67-
<PAGE>   68
                  (d)  Loans shall be made to all Participants and Beneficiaries
         on a reasonably equivalent basis. Loans shall not be made available to
         Highly Compensated Employees (as defined in Section 414(q) of the Code)
         in amounts greater than the amounts made available to other Employees
         (relative to the borrower's Account balance).

                  (e)  Loans must be evidenced by the Participant's promissory
         note for the amount of the loan payable to the order of the Trustee,
         and adequately secured by assignment of not more than fifty percent
         (50%) of the Participant's entire right, title and interest in and to
         the Trust Fund, exclusive of any asset as to which Putnam is not the
         Trustee.

                  (f)  Loans must bear a reasonable interest rate comparable to
         the rate charged by commercial lenders in the geographical area for
         similar loans. The Plan Administrator shall not discriminate among
         Participants in the matter of interest rates, but loans may bear
         different interest rates if, in the opinion of the Plan Administrator,
         the difference in rates is justified by conditions that would
         customarily be taken into account by a commercial lender in the
         Employer's geographical area.

                  (g)  The period for repayment for any loan shall not exceed
         five years, except in the case of a loan used to acquire a dwelling
         unit which within a reasonable time is to be used as the principal
         residence of the Participant, in which case the repayment period may
         exceed five years. The terms of a loan shall require that it be repaid
         in level payments of principal and interest not less frequently than
         quarterly throughout the repayment period, except that alternative
         arrangements for repayment may apply in the event that the borrower is
         on unpaid leave of absence for a period not to exceed one year.

                  (h)  To the extent that a Participant would be required under
         Article 10 to obtain the consent of his spouse to a distribution of an
         immediately distributable benefit other than a Qualified Joint and
         Survivor Annuity, the consent of the Participant's spouse shall be
         required for the use of his Account as security for a loan. The
         spouse's consent must be obtained no earlier than the beginning of the
         90-day period that ends on the date on which the loan is to be so
         secured, and obtained in accordance with the requirements of Section
         10.4(c) for a Qualified Election. Any such consent shall thereafter be
         binding on the consenting spouse and any subsequent spouse of the
         Participant. A new consent shall be required for use of the Account as
         security for any extension, renewal, renegotiation or revision of the
         original loan.

                  (i)  If valid spousal consent has been obtained in accordance
         with Section 12.5(h), then notwithstanding any other provision of the
         Plan the portion of the Participant's account balance used as a
         security interest held by the Plan by reason of a loan outstanding to
         the Participant shall be taken into account for purposes of


                                      -68-
<PAGE>   69
         determining the amount of the account balance payable at the time of
         death or distribution, but only if the reduction is used as repayment
         of the loan. If less than 100% of the Participant's vested account
         balance (determined without regard to the preceding sentence) is
         payable to the surviving spouse, then the account balance shall be
         adjusted by first reducing the vested account balance by the amount of
         the security used as repayment of the loan, and then determining the
         benefit payable to the surviving spouse.

                  (j)   In the event of default on a loan by a Participant who
         is an active Employee, foreclosure on the Participant's Account as
         security will not occur until the Employer has reported to the Trustee
         the occurrence of an event permitting distribution from the Plan in
         accordance with Article 9 or Section 5.13.

                  (k)    No loan shall be made to an Owner-Employee or a
         Shareholder-Employee unless a prohibited transaction exemption is
         obtained by the Employer.

                  (l)    No loan to any Participant or Beneficiary can be made
         to the extent that the amount of the loan, when added to the
         outstanding balance of all other loans to the Participant or
         Beneficiary, would exceed the lesser of (a $50,000 reduced by the
         excess (if any) of the highest outstanding balance of loans during the
         one year period ending on the day before the loan is made, over the
         outstanding balance of loans from the Plan on the date the loan is
         made, or (b) one-half the value of the vested account balance of the
         Participant. For the purpose of the above limitation, all loans from
         all qualified plans of the Affiliated Employers are aggregated.

                           (1)    Loans shall be considered investments directed
                  by a Participant pursuant to Section 13.3. The amount loaned
                  shall be charged solely against the Accounts of the
                  Participant, and repaid amounts and interest shall be credited
                  solely thereto.

         12.6 Procedure; Amount Available.  Withdrawals and loans shall be made
subject to the terms and conditions applicable to distributions pursuant to
Section 9.4, except that the amount of any withdrawal or loan shall be
determined by reference to the vested balance of the Participant's Account as of
the most recent Valuation Date preceding the withdrawal or loan, and shall not
exceed the amount of the vested account balance.

         12.7 Protected Benefits.  Notwithstanding any provision to the
contrary, if an Employer amends an existing retirement plan ("prior plan") by
adopting this Plan, to the extent any withdrawal option or form of payment
available under the prior plan is an optional form of benefit within the meaning
of Code Section 411(d)(6), such option or form of payment shall continue to be
available to the extent required by such Code Section.

         12.8 Restrictions Concerning Transferred Assets.  Notwithstanding any
provision to



                                      -69-
<PAGE>   70
the contrary, if an Employer amends an existing defined benefit or money
purchase pension plan ("prior pension plan") by adopting this Plan, accrued
benefits attributable to the assets and liabilities transferred from the prior
pension plan (which accrued benefits include the account balance of such
Participant in the Plan attributable to such accrued benefits as of the date
of the transfer and any earnings on such account balance subsequent to the
transfer) shall be distributable only on or after the events upon which
distributions are or were permissible under the prior pension plan.


                                     -70-
<PAGE>   71
ARTICLE 13. TRUST FUND AND INVESTMENTS

        13.1 Establishment of Trust Fund. The Employer and the Trustee hereby
agree to the establishment of a Trust Fund consisting of all amounts as shall be
contributed or transferred from time to time to the Trustee pursuant to the
Plan, and all earnings thereon. The Trustee shall hold the assets of the Trust
Fund for the exclusive purpose of providing benefits to Participants and
Beneficiaries and defraying the reasonable expenses of administering the Plan,
and no such assets shall ever revert to the Employer, except that:

                (a) contributions made by the Employer by mistake of fact, as
        determined by the Employer, may be returned to the Employer within one
        (1) year of the date of payment,

                (b) contributions that are conditioned on their deductibility
        under Section 404 of the Code may be returned to the Employer, to the
        extent disallowed, within one (1) year of the disallowance of the
        deduction,

                (c) contributions that are conditioned on the initial
        qualification of the Plan under the Code, and all investment gains
        attributable to them, may be returned to the Employer within one (1)
        year after such qualification is denied by determination of the
        Internal Revenue Service, but only if an application for determination
        of such qualification is made within the time prescribed by law for
        filing the Employer's federal income tax return for its taxable year in
        which the Plan is adopted, or such later date as the Secretary of the
        Treasury may prescribe,

                (d) amounts held in a suspense account may be returned to the
        Employer on termination of the Plan, to the extent that they may not
        then be allocated to any Participant's Account in accordance with
        Article 6, and

                (e) if the Employer has elected to use Forfeitures for either
        Employer Contribution Accounts or Employer Matching Accounts to reduce
        other required contributions of the Employer, Forfeitures held under
        the Plan with respect to the Accounts for which such election has been
        made may be returned to the Employer on termination of the Plan, to the
        extent not required to reduce any contributions required of the
        Employer.

        All Employer contributions under the Plan other than those made
pursuant to Section 4.1(e) are hereby expressly conditioned on the initial
qualification of the Plan and their deductibility under the Code. Investment
gains attributable to contributions returned pursuant to Subsections (a) and
(b) shall not be returned to the contributing Employer, and investment losses
attributed to such contributions shall reduce the amount returned.

        13.2 Management of Trust Fund. The assets of the Trust Fund shall be
held in trust by the Trustee and accounted for in accordance with this Article
13, and shall be invested in


                                     -71-
<PAGE>   72
accordance with Section 13.3 in the Investment Products specified by the
Employer in the Plan Agreement and from time to time thereafter in writing (or
in such other manner as shall be made available and agreed upon by the Employer
and Putnam). The Employer shall have the exclusive authority and discretion to
select the Investment Products available under the Plan. In making that
selection, the employer shall use the care, skill, prudence and diligence under
the circumstances then prevailing that a prudent person acting in a like
capacity and familiar with such matters would use in the conduct of an
enterprise of like character and with like aims. The Employer shall cause the
available Investment Products to be diversified sufficiently to minimize the
risk of large losses, unless under the circumstances it is clearly prudent not
to do so. It is especially intended that the Trustee shall have no
discretionary authority to determine the investment of Trust assets.
Notwithstanding the foregoing, assets of the Trust Fund shall also be invested
in Employer Stock if so elected by the Employer and agreed to by Putnam under
the service agreement executed by the Employer and Putnam pursuant to the
establishment of the Plan.

         13.3. Investment Instructions. All amounts held in the Trust Fund under
the Plan shall be invested in Investment Products. If the Employer has elected
in the Plan Agreement to make investment decisions with respect to Elective
Deferrals, Participant contributions, Rollover contributions, Profit Sharing and
other Employer Contributions, Employer Matching Contributions, Deductible
Employee Contributions, Qualified Matching Contributions and/or Qualified
Nonelective Contributions, investment instructions as to the Accounts for such
contributions shall be the fiduciary responsibility of the Employer, and each of
such affected Accounts shall have a pro rata interest in all assets of the Trust
to which the Employer's instructions apply. To the extent the Employer has not
elected to make investment decisions for all of the Accounts of the Plan, then
assets of the Trust over which the Employer has not elected to make investment
decisions shall be invested solely in accordance with the instructions of the
Participant to whose Accounts they are allocable, as delivered to Putnam in
accordance with its service agreement with the Employer. Instructions shall
apply to future contributions, past accumulations, or both, according to their
terms, and shall be communicated by the Employer to Putnam in accordance with
procedures prescribed in the service agreement between the Employer and Putnam.
Instructions shall be effective prospectively, coincident with or within a
reasonable time after their receipt in good order by Putnam. An instruction once
received shall remain in effect until it is changed by the provision of a new
instruction. New instructions shall be accepted by Putnam at the time and in the
manner provided in the Plan Agreement. To the extent any assets of the Trust are
to be invested solely in accordance with the instructions of the Participants,
the Plan is intended to constitute a plan described in section 404(c) of ERISA
and Title 29 of the Code of Federal Regulations section 2550.404c-1. In such
case, the Employer shall be the Plan fiduciary responsible for providing the
Participants with all information required to be given pursuant to ERISA section
404(c) and Title 29 of the Code of Federal Regulations section 2550.404c-1.

         In the event that the Employer adopts a Putnam prototype plan as an
amendment to or restatement of an existing plan, the Employer shall specify one
or more Investment Products


                                      -72-
<PAGE>   73


to serve as the sole investments for all Participants' Accounts during the
period in which existing records of the Plan are transferred to the
Recordkeeper. During that period, new investment instructions as to existing
assets of the Plan cannot be carried out, nor can distributions be made from
the Plan except to the extent permitted under the terms of the service
agreement between the Employer and Putnam. The Employer and the Recordkeeper
shall use their best efforts to minimize the duration of the period to which
the preceding sentence applies.

         To the extent specifically authorized and provided in the service
agreement between the Employer and Putnam, the Employer may direct the Trustee
to establish as an Investment Product a fund all of the assets of which shall be
invested in shares of stock of the Employer that constitute "qualifying employer
securities" within the meaning of section 407(d)(5) of ERISA ("Employer Stock").
The Plan Administrator as named fiduciary shall continually monitor the
suitability of acquiring and holding Employer Stock under the fiduciary duty
rules of section 404(a)(1) of ERISA (as modified by section 404(a)(2) of ERISA)
and the requirements of section 404(c) of ERISA, and shall be responsible for
ensuring that the procedures relating to the purchase, holding and sale of
Employer Stock, and the exercise of any and all rights with respect to such
Employer Stock shall be in accordance with section 404(c) of ERISA unless the
Employer retains voting,tender or similar rights with respect to the Employer
Stock. The Trustee shall not be liable for any loss, or by reason of any breach,
which arises from the direction of the Plan Administrator with respect to the
acquisition and holding of Employer Stock. The Employer shall be responsible for
determining whether, under the circumstances prevailing at a given time, its
fiduciary duty to Plan Participants and Beneficiaries under the Plan and ERISA
requires that the Employer follow the advice of independent counsel as to the
voting and tender or retention of Employer Stock.

         Putnam shall be under no duty to question or review the directions
given by the Employer or to make suggestions to the Employer in connection
therewith. Putnam shall not be liable for any loss, or by reason of any breach,
that arises from the Employer's exercise or non-exercise of rights under this
Article 13, or from any direction of the Employer unless it is clear on the
face of the direction that the actions to be taken under the direction are
prohibited by the fiduciary duty rules of Section 404(a) of ERISA. All
interest, dividends and other income received with respect to, and any proceeds
received from the sale of other disposition of, securities or other property
held in an investment fund shall be credited to and reinvested in such
investment fund, and all expenses of the Trust that are properly allocated to a
particular investment fund shall be so allocated and charged. The Employer may
at any time direct Putnam to eliminate any investment fund or funds, and Putnam
shall thereupon dispose of the assets of such investment fund and reinvest the
proceeds thereof in accordance with the directions of the Employer.

         Neither the Employer nor the Trustee nor Putnam shall be responsible
for questioning any instructions of a Participant or for reviewing the
investments selected therein, or for any loss resulting from instructions of a
Participant or from the failure of a Participant to provide


                                     -73-
<PAGE>   74
or to change instructions. Neither Putnam nor the Trustee shall have any duty to
question any instructions received from the Employer or a Participant or to
review the investments selected thereby, nor shall Putnam or the Trustee be
responsible for any loss resulting from instructions received from the Employer
or a Participant or from the failure of the Employer or a Participant to provide
or to change instructions. In the event that Putnam or the trustee receives a
contribution under the Plan as to which no instructions are delivered, or such
instructions as are delivered are unclear to Putnam or the Trustee, such
contribution shall be invested until clear instructions are received in the
default investment option set forth in the service agreement between the
Employer and Putnam, or if no such option is so set forth, the Employer, by
execution of the Plan Agreement, shall affirmatively elect to have such
contributions invested in the Putnam Money Market Fund. Neither Putnam nor the
Trustee shall have any discretionary authority or responsibility in the
investment of the assets of the Trust Fund.

         13.4. VALUATION OF THE TRUST FUND. As of each Valuation Date, the
Trustee shall determine the fair market value of the Trust Fund, and the net
earnings or losses and expenses of the Trust Fund for the period elapsed since
the most recent previous Valuation Date shall be allocated among the Accounts of
Participants. Earnings, losses and expenses which pertain to investments which
are specifically held for a given Participant's Account shall be allocated
solely to that Account. In the event that an investment is not specifically
held for a given Participant's Account, the earnings, losses and expenses
pertaining to that investment shall be allocated among all Participants'
Accounts in the ratio that each such Account bears to the total of all Accounts
of Participants. Each Participant's Accounts shall be adjusted pursuant to this
Section 13.4 until such time as they are either fully distributed or forfeited,
regardless of whether the Participant continues to be an Employee.

         13.5 DISTRIBUTIONS ON INVESTMENT COMPANY SHARES. Subject to Section
9.3, all dividends and capital gains or other distributions received on any
Investment Company Shares credited to Participant's Account will (unless
received in additional Investment Company Shares) be reinvested in full and
fractional shares of the same Investment Company at the price determined as
provided in the then current prospectus of the Investment Company. The shares so
received or purchased upon such reinvestment will be credited to such accounts.
If any dividends or capital gain or other distributions may be received on such
Investment Company Shares at the election of the shareholder in additional
shares or in cash or to other property, the Trustee will elect to receive such
dividends or distributions in additional Investment Company Shares.

         13.6. REGISTRATION AND VOTING OF INVESTMENT COMPANY SHARES. All
Investment Company Shares shall be registered in the name of Trustee or its
nominee. Subject to any requirements of applicable law, the Trustee will
transmit to the Employer copies of any notices of shareholders' meetings,
proxies and proxy-soliciting materials, prospectuses and the annual or other
reports to shareholders, with respect to Investment Company Shares held in the
Trust Fund. The Trustee shall act in accordance with directions received from
the Employer with respect to matters to be voted upon by the shareholders of the
Investment


                                      -74-

<PAGE>   75
Company. Such directions must be in writing on a form approved by the Trustee,
signed by the Employer and delivered to the Trustee within the time prescribed
by it. The Trustee will not vote Investment Company Shares as to which it
receives no written directions.

         13.7 Investment Manager.  The Employer, with the consent of Putnam, may
appoint an investment manager, as defined in Section 3(38) of ERISA with respect
to all or a portion of the assets of the Trust Fund. The Trustee shall have no
liability in connection with any action or nonaction pursuant to directions of
such an investment manager.

         13.8 Employer Stock.

                  (a)    Voting Rights.  Notwithstanding any other provision of
         the Plan, the provisions of this Section 13.8(a) shall govern the
         voting of Employer Stock held by Putnam as Trustee under the Plan. The
         Trustee shall vote Employer Stock in accordance with the directions of
         the Employer unless the Employer has elected in the Plan Agreement that
         Participants shall be appointed named fiduciaries as to the voting of
         Employer Stock and shall direct the Trustee as to the voting of
         Employer Stock in accordance with the provisions of this Section
         13.8(a). In either case, the Employer shall be responsible for
         determining whether, under the circumstances prevailing at a given
         time, its fiduciary duty to Participants and Beneficiaries under the
         Plan and ERISA requires that the Employer follow the advice of
         independent counsel as to the voting of Employer Stock. The remainder
         of this Section 13.8(a) applies only if the Employer elects in the Plan
         Agreement that Participants shall direct the Trustee as to the voting
         of Employer Stock. For purposes of this Section 13.8(a), the term
         "Participant" includes any Beneficiary with an Account in the Plan
         which is invested in Employer Stock.

                  When the issuer of Employer Stock files preliminary proxy
         solicitation materials with the Securities and Exchange Commission, the
         Employer shall cause a copy of all the materials to be simultaneously
         sent to the Trustee, and the Trustee shall prepare a voting instruction
         form based upon these materials. At the time of mailing of notice of
         each annual or special stockholders' meeting of the issuer of Employer
         Stock, the Employer shall cause a copy of the notice and all proxy
         solicitation materials to be sent to each Participant, together with
         the foregoing voting instruction form to be returned to the Trustee or
         its designee. The form shall show the number of full and fractional
         shares of Employer Stock credited to the Participant's Accounts,
         whether or not vested. For purposes of this Section 13.8(a), the number
         of shares of Employer Stock deemed credited to a Participant's Accounts
         shall be determined as of the date of record determined by the Employer
         for which an allocation has been completed and Employer Stock has
         actually been credited to Participant's Accounts. Procedures for the
         execution of purchases and sales of Employer Stock shall be as set
         forth in the service agreement between the Employer and Putnam. The
         Employer shall provide the Trustee with a copy of any materials
         provided to Participants and shall certify to the Trustee that the
         materials have been



                                      -75-
<PAGE>   76
         mailed or otherwise sent to Participants.



                  Each Participant shall have the right to direct the Trustee
         as to the manner in which to vote that number of shares of Employer
         Stock held under the Plan (whether or not vested) equal to a fraction,
         of which the numerator is the number of shares of Employer Stock
         credited to his Account and the denominator is the number of shares
         of Employer Stock credited to all Participants' Accounts. Such
         directions shall be communicated in writing (or in such other manner
         as shall be made available and agreed upon by the Employer and Putnam)
         and shall be held in confidence by the Trustee and not divulged to the
         Employer, or any officer or employee thereof, or any other persons.
         Upon its receipt of directions, the Trustee shall vote the shares of
         Employer Stock as directed by the Participant. The Trustee shall not
         vote those shares of Employer Stock credited to the Accounts of
         Participants for which no voting directions are received. With respect
         to shares of Employer Stock held in the Trust which are not credited
         to a Participant's Account, the Plan Administrator shall retain the
         status of named fiduciary and shall direct the voting of such
         Employer Stock.

                  (b) Tendering Rights. Notwithstanding any other provision of
         the Plan, the provisions of this Section 13.8(b) shall govern the
         tendering of Employer Stock by Putnam as Trustee under the Plan. In the
         event of a tender offer, the Trustee shall tender Employer Stock in
         accordance with the directions of the Employer unless the Employer has
         elected in the Plan Agreement that Participants shall be appointed
         named fiduciaries as to the tendering of Employer Stock in accordance
         with the provisions of this Section 13.8(b). The remainder of this
         Section 13.8(b) applies only if the Employer elects in the Plan
         Agreement that Participants shall direct the Trustee as to the
         tendering of Employer Stock. For purposes of this Section 13.8(b), the
         term "Participant" includes any Beneficiary with an Account in the Plan
         which is invested in Employer Stock.

                  Upon commencement of a tender offer for any Employer Stock,
         the Employer shall notify each Plan Participant, and use its best
         efforts to distribute timely or cause to be distributed to Participants
         the same information that is distributed to shareholders of the issuer
         of Employer Stock in connection with the tender offer, and after
         consulting with the trustee shall provide at the Employer's expense a
         means by which Participants may direct the trustee whether or not to
         tender the Employer Stock credited to their Accounts (whether or not
         vested). The Employer shall provide to the Trustee a copy of any
         material provided to Participants and shall certify to the Trustees
         that the materials have been mailed or otherwise sent to Participants.

                  Each Participant shall have the right to direct the Trustee to
         tender or not to tender some or all of the shares of Employer Stock
         credited to his Accounts. Directions from a Participant to the Trustee
         concerning the tender of Employer Stock shall be communicated in
         writing (or in such other manner as shall be made available and agreed
         upon by the Employer and Putnam) as is agreed upon by the Trustees and


                                      -76-

<PAGE>   77

                  the Employer. The Trustee shall tender or not tender shares of
                  Employer Stock as directed by the Participant. A Participant
                  who has directed the Trustee to tender some or all of the
                  shares of Employer Stock credited to his Accounts may, at any
                  time before the tender offer withdrawal date, direct the
                  Trustee to withdraw some or all of the tendered shares, and
                  the Trustee shall withdraw the directed number of shares from
                  the tender offer before the tender offer withdrawal deadline.
                  A Participant shall not be limited as to the number of
                  directions to tender or withdraw that he may give to the
                  Trustee. The Trustee shall not tender shares of Employer Stock
                  credited to a Participant's Accounts for which it has received
                  no directions from the Plan Participant. The Trustee shall
                  tender that number of shares of Employer Stock not credited to
                  Participants' Accounts determined by multiplying the total
                  number of such shares by a fraction, the numerator of which is
                  the number of shares of Employer Stock credited to
                  Participants' Accounts for which the Trustee has received
                  directions from Participants to tender (which directions have
                  not been withdrawn as of the date of this determination), and
                  the denominator of which is the total number of shares of
                  Employer Stock credited to Participants' Accounts.

                           A direction by a Participant to the Trustee to tender
                  shares of Employer Stock credited to his Accounts shall not be
                  considered a written election under the Plan by the
                  Participant to withdraw or to have distributed to him any or
                  all of such shares. The Trustee shall credit to each Account
                  of the Plan Participant from which the tendered shares were
                  taken the proceeds received by the Trustee in exchange for the
                  shares of Employer Stock tendered from that Account. Pending
                  receipt of directions through the Administrator from the
                  Participant as to the investment of the proceeds of the
                  tendered shares, the Trustee shall invest the proceeds as the
                  Administrator shall direct. To the extent that any Participant
                  gives no direction as to the tendering of Employer stock that
                  he has the right to direct under this Section 13.8(a), the
                  Trustee shall not tender such Employer Stock.

                           (c) Other Rights. With respect to all rights in
                  connection with Employer Stock other than the right to vote
                  and the right to tender, Participants are hereby appointed
                  named fiduciaries to the same extent (if any) as provided in
                  the foregoing paragraphs of this Section 13.8 with regard to
                  the right to vote, and the Trustee shall follow the directions
                  of Participants and the Plan Administrator with regard to the
                  exercise of such rights to the same extent as with regard to
                  the right to vote.

         13.9. Insurance Contracts. If so provided in the Plan Agreement or
other agreement between the Employer and the Trustee, the Plan Administrator may
direct the Trustee to receive and hold or apply assets of the Trust to the
purchase of individual or group insurance or annuity contracts ("policies" or
"contracts") issued by any insurance company and in a form approved by the Plan
Administrator (including contracts under which the contract holder is granted
options to purchase insurance or annuity benefits), or financial agreements
which are backed by group insurance or annuity contracts ("financial
agreements"). If such investments are to be made, the Plan Administrator shall
direct the Trustee to execute and




                                      -77-
<PAGE>   78

deliver such applications and other documents as are necessary to establish
record ownership, to value such policies, contracts or financial agreements
under the method of valuation selected by the Plan Administrator, and to record
or report such values to the Plan Administrator or any investment manager
selected by the Plan Administrator, in the form and manner agreed to by the Plan
Administrator.

         The Plan Administrator may direct the Trustee to exercise or may
exercise directly the powers of contract holder under any policy, contract or
financial agreement, and the Trustee shall exercise such powers only upon
direction of the Plan Administrator. The Trustee shall have no authority to act
in its own discretion, with respect to the terms, acquisition, valuation,
continued holding and/or disposition of any such policy, contract or financial
agreement or any asset held thereunder. The Trustee shall be under no duty to
question any direction of the Plan Administrator or to review the form of any
such policy, contract or financial agreement or the selection of the issuer
thereof, or to make recommendations to the Plan Administrator or to any issuer
with respect to the form of any such policy, contract or financial agreement.

         The Trustee shall be fully protected in acting in accordance with
written directions of the Plan Administrator, and shall be under no liability
for any loss of any kind which may result by reason of any action taken or
omitted by it in accordance with any direction of the Plan Administrator, or by
reason of inaction in the absence of written directions from the Plan
Administrator. In the event that the Plan Administrator directs that any monies
or property be paid or delivered to the contract holder other than for the
benefit of specific individual beneficiaries, the Trustee agrees to accept such
monies or property as assets of the Trust subject to all the terms hereof.

         13.10. Registration and Voting of Non-Putnam Investment Company
Shares. All shares of registered investment companies other than Investment
Companies shall be registered in the name of the Trustee or its nominee. Subject
to any requirements of applicable law and to the extent provided in an agreement
between Putnam and a third party investment provider, the Trustee shall
transmit to the Employer copies of any notices of shareholders' meetings,
proxies or proxy-soliciting materials, prospectuses or the annual or other
reports to shareholders, with respect to shares of registered investment
companies other than Investment Companies held in the Trust Fund.
Notwithstanding any other provision of the Plan, the Trustee shall vote shares
of registered investment companies other than Investment Companies in accordance
with the directions of the Employer. Directions as to voting such shares must be
in writing on a form approved by the Trustee or such other manner acceptable to
the Trustee, signed by the Employer and delivered to the Trustee within the time
prescribed by it. The Trustee shall vote those shares of registered investment
companies other than Investment Companies for which no voting directions are
received in the same proportion as it votes those shares for which it has
received voting directions.



                                      -78-
<PAGE>   79

ARTICLE 14. TOP-HEAVY PLANS

         14.1. Superseding Effect. For any Plan Year in which Plan is determined
to be a Top-Heavy Plan under Section 14.2(b), the provisions of this Article 14
will supersede any conflicting provisions in the Plan or the Plan Agreement.

         14.2. Definitions. For purposes of this Article 14, the terms below
shall be defined as follows:

                  (a) Key Employee means any Employee or former Employee (and
         the Beneficiaries of such Employee) who at any time during the
         determination period was: (i) an officer of the Employer having annual
         compensation greater than 50% of the amount in effect under Section
         415(b)(1)(A) of the Code; (ii) an owner (or considered an owner under
         Section 318 of the Code) of one of the ten largest interests in the
         Employer having annual compensation exceeding the dollar limitation
         under Section 415(c)(1)(A) of the Code; (iii) a 5% owner of the
         Employer; or (iv) a 1% owner of the Employer having annual
         compensation of more than $150,000. Annual compensation means
         compensation satisfying the definition elected by the Employer in the
         Plan Agreement, but including (i) amounts contributed by the Employer
         pursuant to a salary reduction agreement which are excludable from the
         Employee's gross income under Section 125, Section 402(a)(8), Section
         402(h) or Section 403(b) of the Code, and (ii) amounts of special pay
         such as overtime, bonuses and commissions which are excluded from the
         definition of Compensation in the Plan Agreement. The determination
         period is the Plan Year containing the Determination Date and the four
         preceding Plan Years. The determination of who is a Key Employee will
         be made in accordance with Section 416(i)(1) of the Code and the
         Regulations thereunder.

                  (b) Top-Heavy: The Plan is Top-Heavy for any Plan Year if any
         of the following conditions exists:

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

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

                           (3) If this plan is part of a Required Aggregation
                  Group and part of a Permissive Aggregation Group of Plans and
                  the Top-Heavy Ratio for the Permissive Aggregation group
                  exceeds 60%.

                  (c) Top-Heavy Ratio means the following:



                                      -79-
<PAGE>   80

                           (1) If the Employer maintains one or more qualified
                  defined contribution plans (or any simplified employee pension
                  plan) and the Employer has not maintained any qualified
                  defined benefit plan which during the 5-year period ending on
                  the Determination Date(s) has or has had accrued benefits, the
                  Top-Heavy ratio for this Plan alone or for the Required or
                  Permissive Aggregation Group as appropriate is a fraction, the
                  numerator of which is the sum of the account balances of all
                  Key Employees as of the Determination Date(s) (including any
                  part of any account distributed in the 5-year period ending on
                  the Determination Date(s)), and the denominator of which is
                  the sum of all account balances (including any part of any
                  account balance distributed in the 5-year period ending on the
                  Determination Date(s)), both computed in accordance with
                  Section 416 of the Code and the regulations thereunder. Both
                  the numerator and denominator of the Top-Heavy Ratio are
                  increased to reflect any contribution not actually made as of
                  the Determination Date, but which is required to be taken into
                  account on that date under Section 416 of the Code and the
                  regulations thereunder.

                           (2) If the Employer maintains one or more qualified
                  defined contribution plans (or any simplified employee pension
                  plan) and the Employer maintains or has maintained one or more
                  qualified defined benefit plans which during the 5-year period
                  ending on the Determination Date(s) has or has had any accrued
                  benefits, the Top-Heavy Ratio for any Required or Permissive
                  Aggregation Group as appropriate is a fraction, the numerator
                  of which is the sum of account balances under the aggregated
                  qualified defined contribution plan or plans for all Key
                  Employees, determined in accordance with (1) above, and the
                  Present Value of accrued benefits under the aggregated
                  qualified defined benefit plan or plans for all Key Employees
                  as of the Determination Date(s), and the denominator of which
                  is the sum of the account balances under the aggregated
                  qualified defined contributions plan or plans for all
                  Participants, determined in accordance with (1) above, and the
                  Present Value of accrued benefits under the qualified defined
                  benefit plan or plans for all Participants as of the
                  Determination Date(s), all determined in accordance with
                  Section 416 of the Code and the regulations thereunder. The
                  accrued benefits under a defined benefit plan in both the
                  numerator and denominator of the Top-Heavy Ratio are increased
                  for any distribution of an accrued benefit made in the 5-year
                  period ending on the Determination Date.

                           (3) For purposes of (1) and (2) above, the value of
                  account balances and the Present Value of accrued benefits
                  will be determined as of the most recent Valuation Date that
                  falls within or ends with the 12-month period ending on the
                  Determination Date; except as provided in Section 416 of the
                  Code and the regulations thereunder for the first and second
                  Plan Years of a defined benefit plan. The account balances and
                  accrued benefits of a Participant (A) who is not a Key
                  Employee but who was a Key Employee in a



                                      -80-
<PAGE>   81

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

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

                  (d) Permissive Aggregation Group means the Required
         Aggregation Group of plans plus any other qualified plan or plans (or
         simplified employee pension plan) of the Employer which, when
         considered as a group with the Required Aggregation Group, would
         continue to satisfy the requirements of Sections 401(a)(4) and 410 of
         the Code.

                  (e) Required Aggregation Group means (i) each qualified plan
         of the Employer in which at least one Key Employee participates or
         participated at any time during the determination period (regardless of
         whether the Plan has terminated) and (ii) any other qualified plan of
         the Employer which enables a plan described in (i) to meet the
         requirements of Section 401(a)(4) or 410 of the Code.

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

                  (g) Valuation Date means the last day of the Plan Year.

                  (h) Present Value means present value based only on the
         interest and mortality rates specified by the Employer in the Plan
         Agreement.

         14.3. Minimum Allocation.

                  (a) Except as otherwise provided in paragraphs (c) and (d)
         below, the Employer contributions and Forfeitures allocated on behalf
         of any Participant who is not a Key Employee shall not be less than the
         lesser of 3% of such Participant's Earnings, or in the case where the
         Employer has no defined benefit plan which



                                      -81-
<PAGE>   82

         designates this Plan to satisfy Section 401 of the Code, the largest
         percentage of Employer contributions and Forfeitures, as a percentage
         of the Key Employee's Earnings, allocated on behalf of any Key Employee
         for that year. The minimum allocation is determined without regard to
         any Social Security contribution. This minimum allocation shall be made
         even though, under other Plan provisions, the Participant would not
         otherwise be entitled to receive an allocation, or would have received
         a lesser allocation of the Employer's contributions and Forfeitures for
         the Plan Year because of (1) the Participant's failure to be credited
         with at least 1,000 Hours of Service, or (2) the Participant's failure
         to make mandatory Employee contributions to the Plan, or (3) the
         Participant's receiving Earnings less than a stated amount. Neither
         Elective Deferrals, Employer Matching Contributions nor Qualified
         Matching Contributions for non-Key Employees shall be taken into
         account for purposes of satisfying the requirement of this Section
         14.3(a).

                  (b) For purposes of computing the minimum allocation, Earnings
         will mean Section 415 Compensation as defined in Section 6.5(b) of the
         Plan.

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

                  (d) The provision in paragraph (a) above shall not apply to
         any Participant to the extent he is covered under any other plan or
         plans of the Employer, and the Employer has provided in the Plan
         Agreement that the minimum allocation requirement applicable to
         Top-Heavy Plans will be met in the other plan or plans.
         Notwithstanding the foregoing, if the Employer has adopted Putnam
         paired plans (as described in Section 4.6) and the Participant is
         eligible to participate in both paired plans, the minimum allocation
         described in paragraph (a) shall be provided by the Putnam Money
         Purchase Pension Plan.

                  (e) The minimum allocation required (to the extent required to
         be nonforfeitable under Section 416(b) of the Code) may not be
         forfeited under Sections 411(a)(3)(B) or (D) of the Code.

         14.4. Adjustment of Fractions. For any Plan Year in which the Plan is
Top-Heavy, the Defined Benefit Fraction and the Defined Contribution Fraction
described in Article 6 shall each be computed using 100% of the dollar
limitations specified in Sections 415(b)(1)(A) and 415(c)(1)(A) instead of 125%.
The foregoing requirement shall not apply if the Top-Heavy Ratio does not exceed
90% and the Employer has elected in the Plan Agreement to provide increased
minimum allocations or benefits satisfying Section 416(h)(2) of the Code.

         14.5. Minimum Vesting Schedules. For any Plan Year in which this Plan
is Top-Heavy (and, if the Employer so elects in the Plan Agreement, for any
subsequent Plan Year), a minimum vesting schedule will automatically apply to
the Plan, as follows:



                                      -82-
<PAGE>   83

                  (a) If the Employer has selected in the Plan Agreement as the
         Plan's regular vesting schedule 100% immediate vesting, the Three-Year
         Cliff, Five-Year Graded or Six-Year Graded schedule, then the schedule
         selected in the Plan Agreement shall continue to apply for any Plan
         Year to which this Section 14.5 applies.

                  (b) If the Employer has selected in the Plan Agreement as the
         Plan's regular vesting schedule the Five-Year Cliff schedule, then the
         Three-Year Cliff schedule shall apply in any Plan Year to which this
         Section 14.5 applies.

                  (c) If the Employer has selected in the Plan Agreement as the
         Plan's regular vesting schedule the Seven-Year Graded schedule, then
         the Six-Year Graded schedule shall apply in any Plan Year to which this
         Section 14.5 applies.

                  (d) If the Employer has selected in the Plan Agreement as the
         Plan's regular vesting schedule a schedule other than those described
         in paragraphs (a), (b) and (c), then the Top-Heavy schedule specified
         by the Employer in the Plan Agreement for this purpose shall apply in
         any Plan Year to which this Section 14.5 applies.

         The minimum vesting schedule applies to all benefits within the meaning
of Section 411(a)(7) of the Code except those attributable to Elective
Deferrals, rollover contributions described in Section 4.5, Qualified Matching
Contributions, Qualified Nonelective Contributions, or Participant
Contributions, but including benefits accrued before the effective date of
Section 416 of the Code and benefits accrued before the Plan became Top-Heavy.
Further, no reduction in a Participant's nonforfeitable percentage may occur in
the event the Plan's status as Top-Heavy changes for any Plan Year. However, the
vested portion of the Employer Contribution Account or Employer Matching
Account of any Employee who does not have an Hour of Service after the Plan has
initially become Top-Heavy will be determined without regard to this Section
14.5.



                                      -83-
<PAGE>   84

ARTICLE 15. ADMINISTRATION OF THE PLAN

         15.1. Plan Administrator. The Plan shall be administered by the
Employer, as Plan Administrator and Named Fiduciary within the meaning of ERISA,
under rules of uniform application; provided, however, that the Plan
Administrator's duties and responsibilities may be delegated to a person
appointed by the Employer or a committee established by the Employer for that
purpose, in which case the committee shall be the Plan Administrator and Named
Fiduciary. The members of such a committee shall act by majority vote, and may
by majority vote authorize any one or ones of their number to act for the
committee. The person or committee (if any) initially appointed by the Employer
may be named in the Plan Agreement, but the Employer may remove any such person
or committee member by written notice to him, and any such person or committee
may resign by written notice to the Employer, without the necessity of amending
the Plan Agreement. To the extent permitted under applicable law, the Plan
Administrator shall have the sole authority to enforce the terms hereof on
behalf of any and all persons having or claiming any interest under the Plan,
and shall be responsible for the operation of the Plan in accordance with its
terms. The Plan Administrator shall have discretionary authority to determine
all questions arising out of the administration, interpretation and application
of the Plan, all of which determinations shall be conclusive and binding on all
persons. The Plan Administrator, in carrying out its responsibilities under the
Plan, may rely upon the written opinions of its counsel and on certificates of
physicians. Subject to the provisions of the Plan and applicable law, the Plan
Administrator shall have no liability to any person as a result of any action
taken or omitted hereunder by the Plan Administrator.

         15.2. Claims Procedure. Claims for participation in or distribution of
benefits under the Plan shall be made in writing to the Plan Administrator, or
an agent designated by the Plan Administrator whose name shall have been
communicated to all Participants and other persons as required by law. If any
claim so made is denied in whole or in part, the claimant shall be furnished
promptly by the Plan Administrator with a written notice:

                  (a) setting forth the reason for the denial,

                  (b) making reference to pertinent Plan provisions,

                  (c) describing any additional material or information from the
         claimant which is necessary and why, and

                  (d) explaining the claim review procedure set forth herein.

         Within 60 days after denial of any claim for participation or
distribution under the Plan, the claimant may request in writing a review of the
denial by the Plan Administrator. Any claimant seeking review hereunder shall be
entitled to examine all pertinent documents and to submit issues and comments in
writing. The Plan Administrator shall render a decision on review hereunder;
provided, that if the Plan Administrator determines that a



                                      -84-
<PAGE>   85
hearing would be appropriate, its decision on review shall be rendered within
120 days after receipt of the request for review. The decision on review shall
be in writing and shall state the reason for the decision, referring to the
Plan provisions upon which it is based.

        15.3. Employer's Responsibilities. The Employer shall be responsible
for:

                (a) Keeping records of employment and other matters containing
        all relevant data pertaining to any person affected hereby and his
        eligibility to participate, allocations to his Accounts, and his other
        rights under the Plan;

                (b) Periodic, timely filing of all statements, reports and
        returns required to be filed by ERISA;

                (c) Timely preparation and distribution of disclosure materials
        required by ERISA;

                (d) Providing notice to interested parties as required by
        Section 7476 of the Code;

                (e) Retention of records for periods required by law; and

                (f) Seeing that all persons required to be bonded on account of
        handling assets of the Plan are bonded.

        15.4. Recordkeeper. The Recordkeeper is hereby designated as agent of
the Employer under the Plan to perform directly or through agents certain
ministerial duties in connection with the Plan, in particular:

                (a) To keep and regularly furnish to the Employer a detailed
        statement of each Participant's Accounts, showing contributions thereto
        by the Employer and the Participant, Investment Products purchased
        therewith, earnings thereon and Investment Products purchased
        therewith, and each redemption or distribution made for any reason,
        including fees or benefits; and

                (b) To the extent agreed between the Employer and the
        Recordkeeper, to prepare for the Employer or to assist the Employer to
        prepare such returns, reports or forms as the Employer shall be
        required to furnish to Participants and Beneficiaries or other
        interested persons and to the Internal Revenue Service or the
        Department of Labor; all as may be more fully set forth in a service
        agreement executed by the Employer and the Recordkeeper. If the
        Employer does not appoint another person or entity as Recordkeeper, the
        Employer itself shall be the Recordkeeper.

        15.5. Prototype Plan. Putnam is the sponsor of the Putnam Basic Plan
Document, a prototype as to form by the Internal Revenue Service. Provided that
an


                                     -85-
<PAGE>   86
Employer's adoption of the Plan is made know to and accepted by Putnam in
accordance with the Plan Agreement, Putnam will inform the Employer of
amendments to the prototype plan and provide such other services in connection
with the Plan as may be agreed between Putnam and the Employer. Putnam may
impose for its services as sponsor of the prototype plan such fees as it may
establish from time to time in a fee schedule addressed to the Employer. Such
fees shall, unless paid by the Employer, be paid from the Trust Fund, and shall
in that case be charged pro rata against the Accounts of all Participants. The
Trustee is expressly authorized to cause Investment Products to be sold or
redeemed for the purpose of paying such fees.


                                     -86-
<PAGE>   87
ARTICLE 16. TRUSTEE

         16.1. Powers and Duties of the Trustee.  The Trustee shall have the
authority, in addition to any authority given by law, to exercise the following
powers in the administration of the Trust:

                  (a)    To invest all or a part of the Trust Fund in Investment
         Products in accordance with the investment instructions delivered by
         the Employer pursuant to Section 13.3, without restriction to
         investments authorized for fiduciaries, including without limitation
         any common, collective or commingled trust fund maintained by the
         Trustee (or any other such fund, acceptable to Putnam and the Trustee,
         that qualifies for exemption from federal income tax pursuant to
         Revenue Ruling 81-100). Any investment in, and any terms and conditions
         of, any such common, collective or commingled trust fund available only
         to employee trusts which meet the requirements of the Code, or
         corresponding provisions of subsequent income tax laws of the United
         States, shall constitute an integral part of this Agreement;

                  (b)    If Putnam and the Trustee have consented thereto in
         writing, to invest without limit in stock of the Employer or any
         affiliated company;

                  (c)    To dispose of all or part of the investments,
         securities or other property which may from time to time or at any time
         constitute the Trust Fund in accordance with the written directions
         furnished by the Employer for the investment of Participants' separate
         Accounts or the payment of benefits or expenses of the Plan, and to
         make, execute and deliver to the purchasers thereof good and sufficient
         deeds of conveyance therefore, and all assignments, transfers and other
         legal instruments, either necessary or convenient for passing the title
         and ownership thereto, free and discharged of all trusts and without
         liability on the part of such purchasers to see to the application of
         the purchase money;

                  (d)    To hold cash uninvested to the extent necessary to pay
         benefits or expenses of the Plan;

                  (e)    To follow the directions of an investment manager
         appointed pursuant to Section 13.7;

                  (f)    To cause any investment of the Trust Fund to be
         registered in the name of the Trustee or the name of its nominee or
         nominees or to retain such investment unregistered or in a form
         permitting transfer by delivery; provided that the books and records of
         the Trustee shall at all times show that all such investments are part
         of the Trust Fund;

                  (g)    Upon written direction of or through the Employer, to
         vote in person or by proxy (in accordance with Sections 13.6 and 13.10
         and, in the case of stock of



                                      -87-
<PAGE>   88


         the Employer, at the direction of the Employer or Participants in
         accordance with Section 13.8) with respect to all securities that are
         part of the Trust Fund;

                  (h)  To consult and employ any suitable agent to act on behalf
         of the Trustee and to contract for legal, accounting, clerical and
         other services deemed necessary by the Trustee to manage and administer
         the Trust Fund according to the terms of the Plan;

                  (i)  Upon the written direction of the Employer, to make loans
         from the Trust Fund to Participants in amounts and on terms approved by
         the Plan Administrator in accordance with the provisions of the Plan;
         provided that the Employer shall have the sole responsibility for
         computing and collecting all loan repayments required to be made under
         the Plan; and

                  (j)  To pay from the Trust Fund all taxes imposed or levied
         with respect to the Trust Fund or any part thereof under existing or
         future laws, and to contest the validity or amount of any tax
         assessment, claim or demand respecting the Trust Fund or any part
         thereof.

         16.2. Limitation of Responsibilities. Except as may otherwise be
required under applicable law, neither the Trustee nor any of its agents shall
have any responsibility for:

                  (a)  Determining the correctness of the amount of any
         contribution for the sole collection or payment of contributions,
         which shall be the sole responsibility of the Employer;

                  (b)  Loss or breach caused by any Participant's exercise of
         control over his Accounts, which shall be the sole responsibility of
         the Participant;

                  (c)  Loss or breach caused by the Employer's exercise of
         control over Accounts pursuant to Section 13.3, which shall be the
         sole responsibility of the Employer;

                  (d)  Performance of any other responsibilities not
         specifically allocated to them under the Plan.

         16.3.  Fees and Expenses. The Trustee's fees for performing its duties
hereunder shall be such reasonable amounts as shall be established by the
Trustee from time to time in a fee schedule addressed to the Employer. Such
fees, any taxes of any kind which may be levied or assessed upon or in respect
of the Trust Fund and any and all expenses reasonably incurred by the Trustee
shall, unless paid by the Employer, be paid from the Trust Fund and shall,
unless allocable to the Accounts of specific Participants, be charged pro rata
against the Accounts of all Participants either pro rata, on the basis of a
fixed sum per Participant, or on the basis of a fixed sum per Account of a
Participant, as shall be provided in the

                                      -88-
<PAGE>   89
Service Agreement. The Trustee is expressly authorized to cause Investment
Products to be sold or redeemed for the purpose of paying such amounts.
Charges and expenses incurred in connection with a specific Investment
Product, unless allocable to the Accounts of specific Participants, shall be
charged pro rata against the Accounts of all Participants for whose benefit
amounts have been invested in the specific Investment Product either pro rata,
on the basis of a fixed sum per Participant, or on the basis of fixed sum per
Account of a Participant, as shall be provided in the Service Agreement.

         16.4. Reliance on Employer. The Trustee and its agents shall rely
upon any decision of the Employer, or of any person authorized by the
Employer, purporting to be made pursuant to the terms of the Plan, and upon
any information or statements submitted by the Employer or such person
(including those relating to the entitlement of any Participant to benefits
under the Plan), and shall not inquire as to the basis of any such decision or
information or statements, and shall incur no obligation or liability for any
action taken or omitted in reliance thereon. The Trustee and its agents shall
be entitled to rely on the latest written instructions received from the
Employer as to the person or person authorized to act for the Employer
hereunder, and to sign on behalf of the Employer any directions or instructions,
until receipt from the Employer of written notice that such authority has been
revoked.

         16.5. Action Without Instructions. If the Trustee receives no
instructions from the Employer in response to communications sent by registered
or certified mail to the Employer at its last known address as shown on the
books of the Trustee, then Trustee may make such determinations with respect to
administrative matters arising under the Plan as it considers reasonable,
notwithstanding any prior instructions or directions given by or on behalf of
the Employer, but subject to any instruction or direction given by or on behalf
of the Participants. To the extent permitted by applicable law, any
determination so made will be binding on all persons having or claiming any
interest under the Plan or Trust, and the Trustee will incur no obligation or
responsibility for any such determination made in good faith or for any action
taken pursuant thereto. In making any such determination the Trustee may
require that it be furnished with such relevant documents as it reasonably
considers necessary.

         16.6. Advice of Counsel. The Trustee may consult with legal counsel
(who may, but need not be, counsel for the Employer) concerning any questions
which may arise with respect to its rights and duties under the Plan, and the
opinion of such counsel shall be full and complete protection to the extent
permitted by applicable law in the respect of any action taken or omitted by
the Trustee hereunder in accordance with the opinion of such counsel.

         16.7. Accounts. The Trustee shall keep full accounts of all receipts
and disbursements which pertain to investments in Investments Products, and of
such other transactions as it is required to perform hereunder. Within a
reasonable time following the close of each Plan Year, or upon its removal or
resignation or upon termination of the Trust and at such other times as may be
appropriate, the Trustee shall render to the Employer and


                                      -89-




<PAGE>   90
any other persons as may be required by law an account of its administration of
the Plan and Trust during the period since the last previous such accounting,
including such information as may be required by law. The written approval of
any account by the Employer and all other persons to whom an account is
rendered shall be final and binding as to all matters and transactions stated
or shown therein, upon the Employer and Participants and all persons who then
are or thereafter become interested in the Trust. The failure of the Employer or
any other person to whom an account is rendered to notify the party rendering
the account within 60 days after the receipt of any account of his or its
objection to the account shall be the equivalent of written approval. If the
Employer or any other person to whom an account is rendered files any objections
within such 60-day period with respect to any matters or transactions stated or
shown in the account and the Employer or such other person and the party
rendering the account cannot amicably settle the questions raised by such
objections, the party rendering the account and the Employer or such person
shall have the right to have such questions settled by judicial proceedings,
although the Employer or such other person to whom an account is rendered shall
have, to the extent permitted by applicable law, only 60 days from filing of
written objection to the account to commence legal proceedings. Nothing herein
contained shall be construed so as to deprive the Trustee of the right to have
a judicial settlement of its accounts. In any proceeding for a judicial
settlements of any account or for instructions, the only necessary parties
shall be the Trustee, the Employer and persons to whom an account is required
by law to be rendered.

         16.8. Access to Records. The Trustee shall give access to its records
with respect to the plan at reasonable times and on reasonable notice to any
person required by law to have access to such records.

         16.9. Successors. Any corporation into which the Trustee may merge or
with which it may consolidate or any corporation resulting from any such merger
or consolidation shall be the successor of the Trustee without the execution or
filing of any additional instrument or the performance of any further act.

         16.10. Persons Dealing with Trustee. No person dealing with the Trustee
shall be bound to see to the application of any money or property paid or
delivered to the Trustee or to inquire into the validity or propriety of any
transactions.

         16.11. Resignation and Removal; Procedure. The Trustee may resign at
any time by giving 60 days' written notice to the Employer and to Putnam. The
Employer may remove the Trustee at any time by giving 60 days' written notice to
the party removed and to Putnam. In any case of resignation or removal
hereunder, the period of notice may be reduced to such shorter period as is
satisfactory to the Trustee and the Employer. Notwithstanding anything to the
contrary herein, any resignation hereunder shall take effect at the time notice
thereof is given if the Employer may no longer participate in the prototype plan
and is deemed to have an individually designed plan at the time notice is given.


                                      -90-
<PAGE>   91
         16.12. Action of Trustee Following Resignation or Removal. When the
resignation or removal of the Trustee becomes effective, the Trustee shall
perform all acts necessary to transfer the Trust Fund to its successor. However,
the Trustee may reserve such portion of the Trust Fund as it may reasonably
determine to be necessary for payment of its fees and any taxes and expenses,
and any balance of such reserve remaining after payment of such fees, taxes and
expenses shall be paid over to its successor. The Trustee shall have no
responsibility for acts or omissions occurring after its resignation becomes
effective.

         16.13. Effect of Resignation or Removal. Resignation or removal of the
Trustee shall not terminate the Trust. In the event of any vacancy in the
position of Trustee, whether the vacancy occurs because of the resignation or
removal of the Trustee, the Employer shall appoint a successor to fill the
vacant position. If the Employer does not appoint such a successor who accepts
appointment by the later of 60 days after notice of resignation or removal is
given or by such later date as the Trustee and Employer may agree in writing to
postpone the effective date of the Trustee's resignation or removal, the Trustee
may apply to a court of competent jurisdiction for such appointment or cause the
Trust to be terminated, effective as of the date specified by the Trustee, in
writing delivered to the Employer. Each successor Trustee so appointed and
accepting a trusteeship hereunder shall have all of the rights and powers and
all of the duties and obligations of the original Trustee, under the provisions
hereof, but shall have no responsibility for acts or omissions before he becomes
a Trustee.

         16.14. Fiscal Year of Trust. The fiscal year of the Trust will
coincide with the Plan Year.

         16.15. Limitation of Liability. Except as may otherwise be required by
law and other provisions of the Plan, no fiduciary of the Plan, within the
meaning of Section 3(21) of ERISA, shall be liable for any losses incurred with
respect to the management of the Plan, nor shall he or it be liable for any acts
or omissions except those caused by his or its own negligence or bad faith in
failing to carry out his or its duties under the terms contained in the Plan.

         16.16. Indemnification. Subject to the limitations of applicable law,
the Employer agrees to indemnify and hold harmless (i) all fiduciaries, within
the meaning of ERISA Sections 3(21) and 404, and (ii) Putnam, for all liability
occasioned by any act of such party or omission to act, in good faith and
without negligence, and for all expenses incurred by any such party in
determining its duty or liability under ERISA with respect to any question under
the Plan.


                                      -91-
<PAGE>   92


ARTICLE 17. AMENDMENT

         17.1  General. The Employer reserves the power at any time or times to
amend the provisions of the Plan and the Plan Agreement to any extent and in
any manner that it may deem advisable. If, however, the Employer makes any
amendment (including an amendment occasioned by a waiver of the minimum funding
requirement under Section 412(d) of the Code) other than

                  (a)  a change in an election made in the Plan Agreement,

                  (b)  amendments stated in the Plan Agreement which allow the
         Plan to satisfy Section 415 and to avoid duplication of minimums under
         Section 416 of the Code because of the required aggregation of multiple
         plans, or

                  (c)  model amendments published by the Internal Revenue
         Service which specifically provide that their adoption will not cause
         the Plan to be treated as individually designed,

the Employer shall cease to participate in this prototype Plan and will be
considered to have an individually designed plan. In that event, Putnam shall
have no further responsibility to provide to the Employer any amendments or
other material incident to the prototype plan, and Putnam may resign
immediately as Trustee and as Recordkeeper. Any amendments shall be made by
delivery to the Trustee (and the Recordkeeper, if any) of a written instrument
executed by the Employer providing for such amendment. Upon the delivery of
such instrument to the Trustee, such instrument shall become effective in
accordance with its terms as to all Participants and all persons having or
claiming any interest hereunder, provided, that the Employer shall not have the
power:

                           (1)  to amend the Plan in such a manner as would
                  cause or permit any part of the assets of the Trust to be
                  diverted to purposes other than the exclusive benefit of
                  Participants or their Beneficiaries, or as would cause or
                  permit any portion of such assets to revert to or become
                  the property of the Employer.

                           (2)  to amend the Plan retroactively in such a
                  manner as would have the effect of decreasing a Participant's
                  accrued benefit, except that a Participant's Account balance
                  may be reduced to the extent permitted under Section 412(c)(8)
                  of the Code. For purposes of this paragraph (2), an amendment
                  shall be treated as reducing a participant's accrued benefit
                  if it has the effect of reducing his Account balance, or of
                  eliminating an optional form of benefit with respect to
                  amounts attributable to contributions made performed before
                  the adoption of the amendment; or

                                      -92-
<PAGE>   93
                           (3)  to amend the Plan so as to decrease the portion
                  of a Participant's Account balance that has become vested, as
                  compared to the portion that was vested, under the terms of
                  the Plan without regard to the amendment, as of the later of
                  the date the amendment is adopted or the date it becomes
                  effective.

                           (4)  to amend the Plan in such a manner as would
                  increase the duties or liabilities of the Trustee or the
                  Recordkeeper unless the Trustee or the Recordkeeper consents
                  thereto in writing.

         17.2.  Delegation of Amendment Power. The Employer and all sponsoring
organizations of the Putnam Basic Plan Document delegate to Putnam Mutual Funds
Corp., the power to amend the Plan (including the power to amend this Section
18.2 to name a successor to which such power of amendment shall be delegated),
for the purpose of adopting amendments which are certified to Putnam Mutual
Funds Corp., by counsel satisfactory to it, as necessary or appropriate under
applicable law, including any regulation or ruling issued by the United States
Treasury Department or any other federal or state department or agency; provided
that Putnam Mutual Funds Corp., or such successor may amend the Plan only if it
has mailed a copy of the proposed amendment to the Employer at its last known
address as shown on its books by the date on which it delivers a written
instrument providing for such amendment, and only if the same amendment is made
on said date to all plans in this form as to which Putnam Mutual Funds Corp., or
such successor has a similar power of amendment. If a sponsoring organization
does not adopt any amendment made by Putnam Mutual Funds Corp., such sponsoring
organization shall cease to participate in this prototype Plan and will be
considered to have an individually designed plan. If, upon the submission of
this Putnam Basic Plan Document #07 to the Internal Revenue Service for a
determination letter, the Internal Revenue Service determines that changes are
required to the Basic Plan Document but not to the form of Plan Agreement,
Putnam shall furnish a copy of the revised Basic Plan Document to the Employer
and the Employer will not be required to execute a revised Plan Agreement.


                                      -93-
<PAGE>   94
ARTICLE 18. TERMINATION OF THE PLAN AND TRUST

         18.1. General. The Employer has established the Plan and the Trust with
the bona fide intention and expectation that contributions will be continued
indefinitely, but the Employer shall have no obligation or liability whatsoever
to maintain the Plan for any given length of time and may discontinue
contributions under the Plan or terminate the Plan at any time by written notice
delivered to the Trustee, without any liability whatsoever for any such
discontinuance or termination.

         18.2. Events of Termination. The Plan will terminate upon the happening
of any of the following events:

                  (a)  Death of the Employer, if a sole proprietor, or
         dissolution or termination of the Employer, unless within 60 days
         thereafter provision is made by the successor to the business with
         respect to which the Plan was established for the continuation of the
         Plan, and such continuation is approved by the Trustee;

                  (b)  Merger, consolidation or reorganization of the Employer
         into one or more corporations or organizations, unless the surviving
         corporations or organizations adopt the Plan by an instrument in
         writing delivered to the Trustee within 60 days after such a merger,
         consolidation and reorganization;

                  (c)  Sale of all or substantially all of the assets of the
         Employer, unless the purchaser adopts the Plan by an instrument in
         writing delivered to the Trustee within 60 days after the sale;

                  (d)  The institution of bankruptcy proceedings by or against
         the Employer, or a general assignment by the Employer to or for the
         benefit of its creditors; or

                  (e)  Delivery of notice of termination as provided in Section
         18.1.

         18.3  Effect of Termination. Notwithstanding any other provisions of
this Plan, other than Section 18.4, upon termination of the Plan or complete
discontinuance of contributions thereunder, each Participant's Accounts will
become fully vested and nonforfeitable, and upon partial termination of the
Plan, the Accounts of each Participant affected by the partial termination will
become fully vested and nonforfeitable. The Employer shall notify the Trustee
in writing of such termination, partial termination or complete discontinuance
of contributions. In the event of the complete termination of the Plan or
discontinuance of contributions, the Trustee will, after payment of all expenses
of the Trust Fund, make distribution of the Trust assets to the Participants or
other persons entitled thereto, in such form as the Employer may direct
pursuant to Article 10 or, in the absence of such direction, in a single
payment in cash or in kind. Upon completion of such distributions.


                                      -94-
<PAGE>   95
under this Article, the Trust will terminate, the Trustee will be relieved from
their obligations under the Trust, and no Participant or other person will have
any further claim thereunder.

         18.4. Approval of Plan. Nothwithstanding any other provision of the
Plan, if the Employer fails to obtain or to retain the approval by the Internal
Revenue Service of the Plan as a qualified plan under Section 401(a) of the
Code, then (i) the Employer shall promptly notify the Trustee, and (ii) the
Employer may no longer participate in the Putnam prototype plan, but will be
deemed to have an individually designed plan. If it is determined by the
Internal Revenue Service that the Plan upon its initial adoption does not
qualify under Section 401(a) of the Code, all assets then held under the Plan
will be returned within one year of the denial of initial qualification to the
Participants and the Employer to the extent attributable to their respective
contributions and any income earned thereon, but only if the application for
qualification is made by the time prescribed by law for filing the Employer's
federal income tax return for the taxable year in which the Plan is adopted, or
such later date as the Secretary of the Treasury may prescribe. Upon such
distribution, the Plan will be considered to be rescinded and to be of no force
or effect.


                                     -95-
<PAGE>   96


ARTICLE 19. TRANSFERS TO OR FROM OTHER QUALIFIED PLANS; MERGERS

         19.1. General.  Notwithstanding any other provision hereof, subject to
the approval of the Trustee there may be transferred to the Trustee all or any
of the assets held (whether by a trustee, custodian or otherwise) in respect of
any other plan which satisfies the applicable requirements of Section 401(a) of
the Code and which is maintained for the benefit of any Employee (provided,
however, that the Employee is not a member of a class of Employees excluded
from eligibility to participate in the Plan). Any such assets so transferred
shall be accompanied by written instructions from the Employer naming the
persons for whose benefit such assets have been transferred and showing
separately the respective contributions made by the Employer and by the
Participants and the current value of the assets attributable thereto.
Notwithstanding the foregoing, if a Participant's employment classification
changes under Section 3.5 such that he begins participation in another plan of
the Employer, his Account, if any, shall, upon the Administrator's direction,
be transferred to the plan in which he has become eligible to participate, if
such plan permits receipt of such Account.

         19.2. Amounts Transferred.  The Employer shall credit any assets
transferred pursuant to Section 19.1 or Section 3.5 to the appropriate Accounts
of the persons for whose benefit such assets have been transferred. Any amounts
credited as contributions previously made by an employer or by such persons
under such other plan shall be treated as contributions previously made under
the Plan by the Employer or by such persons, as the case may be.

         19.3. Merger or Consolidation.  The Plan shall not be merged or
consolidated with any other plan, nor shall any assets or liabilities of the
Trust Fund be transferred to any other plan, unless each Participant would
receive a benefit immediately after the transaction, if the Plan then
terminated, which is equal to or greater than the benefit he would have been
entitled to receive immediately before the transaction if the Plan had then
terminated.


                                      -96-
<PAGE>   97

ARTICLE 20. MISCELLANEOUS

         20.1.    Notice of Plan.  The Plan shall be communicated to all
Participants by the Employer on or before the last day on which such
communication may be made under applicable law.

         20.2.    No Employment Rights.  Neither the establishment of the Plan
and the Trust, nor any amendment thereof, nor the creation of any fund or
account, nor the payment of any benefits shall be construed as giving to any
Participant or any other person any legal or equitable right against the
Employer or the Trustee, except as provided herein or by ERISA; and in no event
shall the terms of employment or service of any Participant be modified or in
any way be affected hereby.

         20.3.    Distributions Exclusively From Plan.  Participants and
Beneficiaries shall look solely to the assets held in the Trust for the payment
of any benefits under the Plan.

         20.4.    No Alienation.  The benefits provided hereunder shall not be
subject to alienation, assignment, garnishment, attachment, execution or levy of
any kind, and any attempt to cause such benefits to be so subjected shall not be
recognized, except as provided in Section 12.4 or in accordance with a Qualified
Domestic Relations Order. The Plan Administrator shall determine whether a
domestic relations order is qualified in accordance with written procedures
adopted by the Plan Administrator. Notwithstanding the foregoing, an order shall
not fail to be a Qualified Domestic Relations Order merely because it requires a
distribution to an alternate payee (or the segregation of accounts pending
distribution to an alternate payee) before the Participant is otherwise entitled
to a distribution under the Plan.

         20.5.    Provision of Information.  The Employer and the Trustee shall
furnish to each other such information relating to the Plan and Trust as may be
required under the Code or ERISA and any regulations issued or forms adopted by
the Treasury Department or the Labor Department or otherwise thereunder.

         20.6.    No Prohibited Transactions.  The Employer and the Trustee
shall, to the extent of their respective powers and authority under the Plan,
prevent the Plan from engaging in any transaction know by that person to
constitute a transaction prohibited by Section 4975 of the Code and any rules or
regulations with respect thereto.

         20.7.    Governing Law.  The Plan shall be construed, administered,
regulated and governed in all respects under and by the laws of the United
States, and to the extent permitted by such laws, by the laws of the
Commonwealth of Massachusetts.

         20.8.    Gender.  Whenever used herein, a pronoun in the masculine
gender includes the feminine gender unless the context clearly indicates
otherwise.


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