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                                                                   EXHIBIT 10.5












                                INSO CORPORATION 401(k) PLAN

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                          INSO CORPORATION 401(k) PLAN


WHEREAS, Inso Corporation (hereinafter referred to as the "Employer") heretofore
adopted the Inso Corporation 401(k) Plan (hereinafter referred to as the "Plan")
for the benefit of its eligible Employees, effective as of April 1, 1994; and

WHEREAS, the Employer reserved the right to amend the Plan; and

WHEREAS, the Employer wishes to amend the Plan; and

WHEREAS, it is intended that the Plan is to continue to be a qualified plan
under Section 401(a) of the Internal Revenue Code for the exclusive benefit of
the Participants and their Beneficiaries;

NOW, THEREFORE, the Plan is hereby amended by restating the Plan in its entirety
as follows:

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                                 Table of Contents
                                 -----------------

ARTICLE ONE--DEFINITIONS
------------------------

         1.1      Account
         1.2      Administrator
         1.3      Beneficiary
         1.4      Break in Service
         1.5      Code
         1.6      Compensation
         1.7      Disability
         1.8      Effective Date
         1.9      Employee
         1.10     Employer
         1.11     Employment Date
         1.12     Highly-Compensated Employee
         1.13     Hour of Service
         1.14     Leased Employee
         1.15     Net Income and Retained Earnings
         1.16     Non highly-Compensated Employee
         1.17     Normal Retirement Date
         1.18     Participant
         1.19     Plan
         1.20     Plan Year
         1.21     Trust
         1.22     Trustee
         1.23     Valuation Date
         1.24     Year of Service or Service


ARTICLE TWO--SERVICE DEFINITIONS AND RULES
------------------------------------------

         2.1      Year of Service
         2.2      Break in Service
         2.3      Leave of Absence
         2.4      Service in Excluded Job Classifications or with 
                    Related Companies


ARTICLE THREE--PLAN PARTICIPATION
---------------------------------

         3.1      Participation
         3.2      Re-employment of Former Participant
         3.3      Termination of Eligibility


ARTICLE FOUR--ELECTIVE DEFERRALS, EMPLOYER CONTRIBUTIONS, ROLLOVERS AND 
              TRANSFERS FROM OTHER PLANS
-----------------------------------------------------------------------

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         4.1      Elective Deferrals
         4.2      Employer Contributions
         4.3      Rollovers and Transfers of Funds from Other Plans
         4.4      Timing of Contributions


ARTICLE FIVE--ACCOUNTING RULES
------------------------------

         5.1      Investment of Accounts and Accounting Rules
         5.2      Participants Omitted in Error


ARTICLE SIX--VESTING, RETIREMENT AND DISABILITY BENEFITS
--------------------------------------------------------

         6.1      Vesting
         6.2      Normal Retirement
         6.3      Disability


ARTICLE SEVEN--MANNER AND TIME OF DISTRIBUTING BENEFITS
-------------------------------------------------------

         7.1      Manner of Payment
         7.2      Time of Commencement of Benefit Payments
         7.3      Furnishing Information
         7.4      Minimum Distribution Rules for Installment Payments
         7.5      Amount of Death Benefit
         7.6      Designation of Beneficiary
         7.7      Distribution of Death Benefits
         7.8      Eligible Rollover Distributions


ARTICLE EIGHT--LOANS AND IN-SERVICE WITHDRAWALS
-----------------------------------------------

         8.1      Loans
         8.2      Hardship Distributions
         8.3      Withdrawals After Age 59-1/2
         8.4      Withdrawals of Rollover Contributions
         8.5      Withdrawals of Employer Contributions


ARTICLE NINE--ADMINISTRATION OF THE PLAN
----------------------------------------

         9.1      Plan Administration
         9.2      Claims Procedure
         9.3      Trust Agreement

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ARTICLE TEN--SPECIAL COMPLIANCE PROVISIONS
------------------------------------------

         10.1     Distribution of Excess Elective Deferrals
         10.2     Limitations on 401(k) Contributions
         10.3     Nondiscrimination Test for Employer Matching Contributions
         10.4     Limitation on the Multiple Use Alternative


ARTICLE ELEVEN--LIMITATION ON ANNUAL ADDITIONS
----------------------------------------------

         11.1     Rules and Definitions


ARTICLE TWELVE--AMENDMENT AND TERMINATION
-----------------------------------------

         12.1     Amendment
         12.2     Termination of the Plan


ARTICLE THIRTEEN--TOP-HEAVY PROVISIONS
--------------------------------------

         13.1     Applicability
         13.2     Definitions
         13.3     Allocation of Employer Contributions for a Top-Heavy Plan Year


ARTICLE FOURTEEN--MISCELLANEOUS PROVISIONS
------------------------------------------

         14.1     Plan Does Not Affect Employment
         14.2     Successor to the Employer
         14.3     Repayments to the Employer
         14.4     Benefits not Assignable
         14.5     Merger of Plans
         14.6     Investment Experience not a Forfeiture
         14.7     Distribution to Legally Incapacitated
         14.8     Construction
         14.9     Governing Documents
         14.10    Governing Law
         14.11    Headings
         14.12    Counterparts
         14.13    Location of Participant or Beneficiary Unknown

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                         ARTICLE ONE--DEFINITIONS

For purposes of the Plan, unless the context or an alternative definition
specified within another Article provides otherwise, the following words and
phrases shall have the definitions provided:


1.1 "ACCOUNT" shall mean the individual bookkeeping accounts maintained for a
Participant under the Plan which shall record (a) the Participant's allocations
of Employer contributions, (b) amounts of Compensation deferred to the Plan
pursuant to the Participant's election, (c) any amounts transferred to this Plan
under Section 4.3 from another qualified retirement plan, and (d) the allocation
of Trust investment experience.


1.2 "ADMINISTRATOR" shall mean the Plan Administrator appointed from time to
time in accordance with the provisions of Article Nine hereof.


1.3 "BENEFICIARY" shall mean any person, trust, organization, or estate entitled
to receive payment under the terms of the Plan upon the death of a Participant.


1.4 "BREAK IN SERVICE" shall mean the twelve (12)-month computation period
specified in Article Two.


1.5 "CODE" shall mean the Internal Revenue Code of 1986, as amended from time to
time.


1.6 "COMPENSATION" subject to the provisions of Section 4.1, shall mean the
compensation paid to a Participant by the Employer for the Plan Year, but
exclusive of any stock options, any program of deferred compensation or
additional benefits payable other than in cash. Compensation shall include any
amounts deferred under a salary reduction agreement in accordance with Section
4.1 or under a Code Section 125 plan maintained by the Employer.

In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, the annual
Compensation of each Participant taken into account under the Plan shall not
exceed the OBRA `93 annual compensation limit. The OBRA `93 annual compensation
limit is $150,000, as adjusted by the Secretary of the Treasury or his delegate
for increases in the cost of living in accordance with Section 401(a)(17)(B) of
the Code. The cost-of-living adjustment in effect for a calendar year applies to
any period, not exceeding twelve (12) months, over which Compensation is
determined (determination period) beginning in such calendar year. If a
determination period consists of fewer than twelve (12) months, the OBRA `93
annual compensation limit shall be multiplied by a fraction, the

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numerator of which is the number of months in the determination period, and 
the denominator of which is twelve (12).

Any reference in the Plan to the limitation under Section 401(a)(17) of the Code
shall mean the OBRA `93 annual compensation limit set forth in this provision.
If Compensation for any prior determination period is taken into account in
determining a Participant's benefits accruing in the current Plan Year, the
Compensation for that prior determination period is subject to the OBRA `93
annual compensation limit in effect for that prior determination period.

For purposes of determining who is a Highly-Compensated Employee, Compensation
shall mean compensation as defined in Code Section 414(q)(7).


1.7 "DISABILITY" Disability shall mean a "permanent and total" disability
incurred by a Participant while in the employ of the Employer. For this purpose,
a permanent and total disability shall mean suffering from a physical or mental
condition that, in the opinion of the Administrator and based upon appropriate
medical advice and examination, can be expected to result in death or can be
expected to last for a continuous period of no less than twelve (12) months. The
condition must have existed for a period of at least three (3) months and, in
accordance with uniform and consistent rules, must be determined by the
Administrator to prevent a Participant from engaging in substantial gainful
activity. Receipt of a Social Security disability award shall be deemed proof of
disability.


1.8 "EFFECTIVE DATE" The Plan's initial Effective Date is April 1, 1994. The
Effective Date of this restated Plan, on and after which it supersedes the terms
of the existing Plan document, is October 1, 1997, except where the provisions
of the Plan shall otherwise specifically provide. The rights of any Participant
who separated from the Employer's Service prior to this date shall be
established under the terms of the Plan and Trust as in effect at the time of
the Participant's separation from Service, unless the Participant subsequently
returns to Service with the Employer. Rights of spouses and Beneficiaries of
such Participants shall also be governed by those documents.


1.9 "EMPLOYEE" shall mean a common law employee of the Employer, who for the
entire period of his employment, was also treated as a common law employee on
the payroll records of the Employer.


1.10 "EMPLOYER" shall mean Inso Corporation and any subsidiary or affiliate
which is a member of its "related group" (as defined in Section 2.4) which has
adopted the Plan (a "Participating Affiliate"), and shall include any
successor(s) thereto which adopt this Plan. Any such subsidiary or affiliate of
Inso Corporation may adopt the Plan with the approval of its board of directors
(or noncorporate counterpart) subject to the approval of Inso Corporation. The
provisions of this Plan shall apply equally to each Participating Affiliate and
its Employees 

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except as specifically set forth in the Plan; provided, however, 
notwithstanding any other provision of this Plan, the amount and timing of 
contributions under Article 4 to be made by any Employer which is a 
Participating Affiliate shall be made subject to the approval of Inso 
Corporation. For purposes hereof, each Participating Affiliate shall be 
deemed to have appointed Inso Corporation as its agent to act on its behalf 
in all matters relating to the administration, amendment, termination of the 
Plan and the investment of the assets of the Plan. For purposes of the Code 
and ERISA, the Plan as maintained by Inso Corporation and the Participating 
Affiliates shall constitute a single plan rather than a separate plan of each 
Participating Affiliate. All assets in the Trust shall be available to pay 
benefits to all Participants and their Beneficiaries.


1.11 "EMPLOYMENT DATE" shall mean the first date as of which an Employee is
credited with an Hour of Service, provided that, in the case of a Break in
Service, the Employment Date shall be the first date thereafter as of which an
Employee is credited with an Hour of Service.


1.12 "HIGHLY-COMPENSATED EMPLOYEE" shall mean any Employee of the Employer who:

         (a) was a five percent (5%) owner of the Employer (as defined in Code
             Section 416(i)(1)) during the "determination year" or "look-back 
             year"; or

         (b) earned more than $80,000 (as increased by cost-of-living
             adjustments) of Compensation from the Employer during the "look-
             back year" and, if the Employer elects, was in the top twenty 
             percent (20%) of Employees by Compensation for such year.

An Employee who separated from Service prior to the "determination year" shall
be treated as a Highly-Compensated Employee for the "determination year" if such
Employee was a Highly-Compensated Employee when such Employee separated from
Service, or was a Highly-Compensated Employee at any time after attaining age
fifty-five (55).

For purposes of this Section, the "determination year" shall be the Plan Year
for which a determination is being made as to whether an Employee is a
Highly-Compensated Employee. The "look-back year" shall be the twelve (12) month
period immediately preceding the "determination year". However, if permitted by
applicable law and if the Employer shall elect, the "look-back year" shall be
the calendar year ending with or within the Plan Year for which testing for the
determination of which Employees are Highly-Compensated Employees is being
performed, and the "determination year" (if applicable) shall be the period of
time, if any, which extends beyond the "look-back year" and ends on the last day
of the Plan Year for which such testing is being performed (the "lag period").
If the "lag period" is less than twelve (12) months, the dollar threshold
amounts specified in (b) above shall be pro-rated based upon the number of
months in the "lag period".

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1.13 "HOUR OF SERVICE" shall mean:

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

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

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

In crediting Hours of Service for Employees who are paid on an hourly basis, the
"actual" method shall be utilized. For this purpose, the "actual" method shall
mean the determination of Hours of Service from records of hours worked and
hours for which the Employer makes payment or for which payment is due from the
Employer, subject to the limitations enumerated above. In crediting Hours of
Service for Employees who are not paid on an hourly basis, the "weeks of
employment" method shall be utilized. Under this method, an Employee shall be
credited with forty-five (45) Hours of Service for each week for which the
Employee would be required to be credited with at least one (1) Hour of Service
pursuant to the provisions enumerated above.


1.14 "LEASED EMPLOYEE" shall mean any person who, pursuant to an agreement
between the Employer and any other person or organization, has performed
services for the Employer (determined in accordance with Code Section 414(n)(6))
on a substantially full-time basis for a period of at least one (1) year and
where such services are performed under the primary direction and control of the
Employer. A person shall not be considered a Leased Employee if the total number
of Leased Employees does not exceed twenty percent (20%) of the
Nonhighly-Compensated Employees employed by the Employer, and if any such person
is covered by a money purchase pension plan providing (a) a nonintegrated
employer contribution rate of at least ten percent (10%) of compensation, as
defined in Section 11.1(b)(2) of the Plan but including amounts contributed
pursuant to a salary reduction agreement which are excludable from the
employee's gross income under Code Sections 125, 

                                      9


<PAGE>

402(g) or 403(b), (b) immediate participation, and (c) full and immediate 
vesting.


1.15 "NET INCOME AND RETAINED EARNINGS" of the Employer shall mean the net
income and the retained earnings as shown by the Employer's books.


1.16 "NONHIGHLY-COMPENSATED EMPLOYEE" shall mean an Employee of the Employer who
is not a Highly-Compensated Employee.


1.17 "NORMAL RETIREMENT DATE" shall mean a Participant's sixty-fifth (65th)
birthday.


1.18 "PARTICIPANT" shall mean any Employee who has satisfied the eligibility
requirements of Article Three and who is participating in the Plan.


1.19 "PLAN" shall mean the Inso Corporation 401(k) Plan, as set forth herein 
and as may be amended from time to time.


1.20  "PLAN YEAR" shall mean the twelve (12)-consecutive month period beginning 
January 1 and ending December 31.


1.21 "TRUST" shall mean the Trust Agreement entered into between the Employer
and the Trustee forming part of this Plan, together with any amendments thereto.
"Trust Fund" shall mean any and all property held by the Trustee pursuant to the
Trust Agreement, together with income therefrom.


1.22 "TRUSTEE" shall mean the Trustee or Trustees appointed by the Employer, and
any successors thereto.


1.23 "VALUATION DATE" shall mean the date or dates established by the
Administrator for the valuation of the assets of the Plan. In no event shall the
assets of the Plan be valued less frequently than once each Plan Year.


1.24 "YEAR OF SERVICE" or "SERVICE" and the special rules with respect to
crediting Service are in Article Two of the Plan.

                                      10

<PAGE>

             ARTICLE TWO--SERVICE DEFINITIONS AND RULES

Service is the period of employment credited under the Plan. Definitions and
special rules related to Service are as follows:


2.1 YEAR OF SERVICE. For purposes of determining an Employee's eligibility to
receive an Employer contribution under Section 4.2(a) and 4.2(c) of the Plan, an
Employee shall be credited with a Year of Service if he completes at least one
thousand (1,000) Hours of Service during the twelve (12)-consecutive month
period commencing on his Employment Date. If an Employee fails to be credited
with at least one thousand (1,000) Hours of Service during that computation
period, he shall be credited with a Year of Service if he is credited with at
least one thousand (1,000) Hours of Service in any Plan Year commencing on or
after his Employment Date. An Employee shall be credited with a Year of Service
as of the last day of each such twelve (12) month period.

If an individual becomes an Employee of Inso Corporation, or any Participating
Affiliate (within the meaning of Section 1.10), as a result of Inso
Corporation's (or such Participating Affiliate's) acquisition of such Employee's
former employer, such Employee shall be credited with any prior service with
such former employer in determining such Employee's Year(s) of Service, provided
such acquisition occurred prior to October 31, 1997.


2.2 BREAK IN SERVICE. A Break in Service shall be a twelve (12)-month
computation period (as used for measuring Years of Service) in which an Employee
or Participant is not credited with at least five hundred and one (501) Hours of
Service.


2.3 LEAVE OF ABSENCE. A Participant on an unpaid leave of absence pursuant to
the Employer's normal personnel policies shall be credited with Hours of Service
at his regularly-scheduled weekly rate while on such leave, provided the
Employer acknowledges in writing that the leave is with its approval. These
Hours of Service shall be credited only for purposes of determining if a Break
in Service has occurred and, unless specified otherwise by the Employer in
writing, shall not be credited for eligibility to participate in the Plan or
qualification to receive an allocation of Employer contributions. Hours of
Service during a paid leave of absence shall be credited as provided in Section
1.13.

For any individual who is absent from work for any period by reason of the
individual's pregnancy, birth of the individual's child, placement of a child
with the individual in connection with the individual's adoption of the child,
or by reason of the individual's caring for the child for a period beginning
immediately following such birth or adoption, the Plan shall treat as Hours of
Service, solely for determining if a Break in Service has occurred, the
following Hours of Service:

         (a) the Hours of Service which otherwise normally would have been
             credited to such individual but for such absence; or

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<PAGE>

         (b) in any case where the Administrator is unable to determine the
             Hours of Service, on the basis of an assumed eight (8) hours 
             per day.

In no event shall more than five hundred and one (501) of such hours be credited
by reason of such period of absence. The Hours of Service shall be credited in
the computation period which starts after the leave of absence begins. However,
the Hours of Service shall instead be credited in the computation period in
which the absence begins if it is necessary to credit the Hours of Service in
that computation period to avoid the occurrence of a Break in Service.


2.4  SERVICE IN EXCLUDED JOB CLASSIFICATIONS OR WITH RELATED COMPANIES.

         (a) SERVICE WHILE A MEMBER OF AN INELIGIBLE CLASSIFICATION OF
             EMPLOYEES. An Employee who is a member of an ineligible 
             classification of Employees shall not be eligible to 
             participate in the Plan while a member of such ineligible 
             classification. However, if any such Employee is transferred to
             an eligible classification, such Employee shall be credited with 
             any prior periods of Service completed while a member of such an 
             ineligible classification. For this purpose, an Employee shall be 
             considered a member of an ineligible classification of Employees 
             for any period during which: (i) he is a Leased Employee; or 
             (ii) he is employed in a job classification which is excluded from 
             participating in the Plan under Section 3.1 below.

         (b) SERVICE WITH RELATED GROUP MEMBERS. For each Plan Year in which the
             Employer is a member of a "related group", as hereinafter defined, 
             all Service of an Employee with any one or more members of such 
             related group shall be treated as employment by the Employer for 
             purposes of determining the Employee's Years of Service under 
             Section 2.1 and his Months of Service under Section 3.1. The 
             transfer of employment by any such Employee to another member of 
             the related group shall not be deemed to constitute a retirement 
             or other termination of employment by the Employee for purposes of
             the Plan, but the Employee shall be deemed to have continued in 
             employment with the Employer for purposes hereof. For purposes of 
             this subsection (b), "related group" shall mean the Employer and 
             all corporations, trades or businesses (whether or not 
             incorporated) which constitute a controlled group of corporations 
             with the Employer, a group of trades or businesses under common 
             control with the Employer, or an affiliated service group which 
             includes the Employer, within the meaning of Section 414(b),
             Section 414(c), or Section 414(m), respectively, of the Code 
             or any other entity required to be aggregated under Code 
             Section 414(o).

         (c) CONSTRUCTION. This Section is included in the Plan to comply with
             the Code prov isions regarding the crediting of Service, and not to
             extend any additional rights to Employees in ineligible 
             classifications other than as required by the Code and regulations 
             thereunder.

                                      12

<PAGE>

                     ARTICLE THREE--PLAN PARTICIPATION


3.1 PARTICIPATION. All Employees participating in the Plan prior to the Plan's
restatement shall continue to participate, subject to the terms hereof.

Each other Employee shall become a Participant under the Plan effective as of
the first bi-weekly payroll period following the Employee's completion of one
(1) Month of Service. For purposes of this Section 3.1, an Employee shall be
credited with one (1) Month of Service for each one (1)-month period commencing
on his Employment Date and the one (1) month anniversaries of that date and
ending on the date he separates from Service. Fractional periods of a month
shall be expressed in terms of days, with thirty (30) days being equal to one
(1) month.

Notwithstanding the foregoing, a Participant shall not be eligible to receive an
Employer contribution under Section 4.2(a) or 4.2(c) until the Participant
completes one (1) Year of Service; provided, however, that an Employee who has
completed one (1) Year of Service, who terminates employment with the Employer
prior to the first Entry Date (as defined hereunder) on which such Employee
would have been eligible to receive Employer contributions and who is reemployed
by the Employer after such Entry Date shall become eligible to receive Employer
contributions on the Entry Date coincident with or next following the date such
former Employee again becomes an Employee of the Employer. For purposes of this
paragraph, the term "Entry Date" shall mean the first day of the month
coincident with or next following the Employee's completion of one (1) Year of
Service.

In no event, however, shall any Employee participate under the Plan while he is
included in a unit of Employees covered by a collective bargaining agreement
between the Employer and the Employee representatives under which retirement
benefits were the subject of good faith bargaining unless such collective
bargaining agreement specifically provides for participation in the Plan. In
addition, in no event shall any Employee who is hired on a temporary basis or
who is an independent contractor, non-resident alien, co-op student, or intern
be eligible to participate in the Plan.


3.2 RE-EMPLOYMENT OF FORMER PARTICIPANT. A Participant whose participation
ceased because of termination of employment with the Employer shall participate
as soon as administratively possible following his re-employment; provided,
however, that such Employee shall not be eligible to receive any Employer
contributions under Section 4.2(a) or 4.2(c) unless he has satisfied the
eligibility requirements for such Employer contributions as set forth under
Section 3.1. In addition, in no event shall any Employee who is hired on a
temporary basis or who is an independent contractor, non-resident alien, co-op
student, or intern be eligible to participate in the Plan.


3.3 TERMINATION OF ELIGIBILITY. In the event a Participant is no longer a member
of an eligible class of Employees and he becomes ineligible to participate, such
Employee shall 

                                      13

<PAGE>

participate as soon as administratively possible following his return to an 
eligible class of Employees.

In the event an Employee who is not a member of an eligible class of Employees
becomes a member of an eligible class, such Employee shall participate as soon
as administratively possible thereafter, if such Employee has satisfied the
appropriate eligibility requirements of Section 3.1 and would have otherwise
previously become a Participant.

                                      14

<PAGE>

           ARTICLE FOUR--ELECTIVE DEFERRALS, EMPLOYER CONTRIBUTIONS,
                 AND ROLLOVERS AND TRANSFERS FROM OTHER PLANS


4.1  ELECTIVE DEFERRALS.

         (a) ELECTIONS. A Participant may elect to defer a portion of his 
             Compensation for a Plan Year. In this regard, a Participant may 
             also elect to apply his deferral election to "Total Cash 
             Compensation" or to "Base Compensation". For such purposes, 
             "Total Cash Compensation" shall have the meaning set forth in 
             Section 1.6, and "Base Compensation" shall mean Compensation 
             less bonuses and commissions. The amount of a Participant's 
             Compensation that is deferred in accordance with the 
             Participant's election shall be withheld by the Employer from 
             the Participant's Compensation on a ratable basis throughout 
             the Plan Year. The amount deferred on behalf of each 
             Participant shall be contributed by the Employer to the Plan 
             and allocated to the Participant's Account.

         (b) CHANGES IN ELECTION. A Participant may prospectively elect to 
             change or revoke the amount (or percentage) of his elective 
             deferrals during the Plan Year by filing a written election with 
             the Employer, or via a telephone "voice response" and/or on-line 
             access system designated by the Administrator, provided that a 
             written confirmation is forwarded in response to such request.

         (c) LIMITATIONS ON DEFERRALS. No Participant shall defer an amount 
             which exceeds $9,500 (or such amount as adjusted for 
             cost-of-living increases under Section 402(g) of the Code) for 
             any calendar year ending with or within the Plan Year.

         (d) ADMINISTRATIVE RULES. All elections made under this Section 4.1, 
             including the amount and frequency of deferrals, shall be made 
             on a prospective basis only and shall be subject to the rules of 
             the Administrator which shall be consistently applied and which 
             may be changed from time to time.


4.2  EMPLOYER CONTRIBUTIONS.

         (a) EMPLOYER MATCHING CONTRIBUTIONS. For each Plan Year, the 
             Employer may contribute to the Plan, on behalf of each 
             Participant eligible under Section 4.2(b), a discretionary 
             matching contribution equal to a percentage of the elective 
             deferrals made by each such Participant, subject to a maximum 
             matching contribution, as established by the Employer, which 
             maximum shall be based on a percentage of the Participant's 
             "Total Cash Compensation" (as defined under Section 4.1). The 
             amount, if any, of the Employer matching contribution for any 
             Plan Year shall be made from the Employer's Net Income or 
             Retained Earnings at the discretion of the board of directors of 
             the Employer. The Employer's board of directors may also 
             determine to suspend, reduce or increase its contributions under 
             this Section for any Plan Year or any portion thereof. 
             Allocations under this Section shall be subject to 

                                      15

<PAGE>

             the special rules of Section 13.3 in any Plan Year in which the 
             Plan is a Top-Heavy Plan (as defined in Section 13.2(c)).

         (b) ELIGIBILITY FOR EMPLOYER MATCHING CONTRIBUTIONS. To be eligible 
             for a share of Employer matching contributions under Section 
             4.2(a) for a Plan Year, a Participant must have satisfied the 
             one (1) Year of Service requirement as set forth under Section 
             3.1.

         (c) ADDITIONAL EMPLOYER CONTRIBUTIONS. Additional Employer 
             contributions may be made from the Employer's Net Income or 
             Retained Earnings at the discretion of the Employer's board of 
             directors for any Plan Year, subject to limits for tax 
             deductions under the Code and provided that the special 
             allocation in Section 13.3 has been satisfied if the Plan is a 
             Top-Heavy Plan (as defined in Section 13.2(c)).

         (d) ELIGIBILITY FOR ADDITIONAL EMPLOYER CONTRIBUTIONS. To be 
             eligible for an allocation of additional Employer contributions 
             under Section 4.2(c) for a Plan Year, a Participant must (1) 
             have satisfied the one (1) Year of Service requirement as set 
             forth under Section 3.1 and (2) be employed by the Employer on 
             the last day of the Plan Year; provided, however, that if the 
             Participant's failure to be employed on the last day of the Plan 
             Year is due to the Participant's Disability, death or retirement 
             on or after his Normal Retirement Date during the Plan Year, 
             such Participant shall nevertheless be entitled to share in the 
             allocation of any additional Employer contributions for such 
             Plan Year.

         (e) ALLOCATION OF ADDITIONAL EMPLOYER CONTRIBUTIONS. Any 
             contribution made under Section 4.2(c) shall be allocated among 
             the Accounts of eligible Participants in accordance with the 
             ratio that each such eligible Participant's Compensation bears 
             to the total Compensation of all such eligible Participants for 
             the Plan Year.

         (f) Notwithstanding anything herein to the contrary, in any 
             situation where the exclusion of certain Participants from 
             receiving an allocation of any Employer contributions hereunder 
             would result in the Plan failing to satisfy minimum coverage 
             requirements under applicable provisions of the Code or income 
             tax regulations, then the following shall apply:

             (1) Such affected Participants shall receive an allocation of 
                 Employer contributions in order of priority beginning with 
                 the individual whose employment terminated latest in the 
                 Plan Year, and continuing back in order of time until such 
                 allocations have been made to all such individuals or until 
                 the Plan satisfies the minimum coverage requirement for the 
                 Plan Year, whichever occurs first.

             (2) In the event that after allocations of Employer contributions 
                 made in accordance with paragraph (1) above, the Plan 
                 still does not satisfy the minimum coverage requirements, 
                 allocations of additional Employer contributions shall be made 
                 to the remaining affected Participants beginning 

                                      16

<PAGE>

                 with the individual credited with the greatest number of Hours
                 of Service and continuing in descending order until allocations
                 have been made to the smallest number of affected Participants 
                 that will permit the Plan to satisfy the minimum coverage 
                 requirements for the Plan.

                 If two individuals referred to in the preceding paragraph 
                 have the same number of Hours of Service, then they shall be 
                 deemed eligible Participants in order of a priority based 
                 upon the earliest Employment Date with the Employer.


4.3 ROLLOVERS AND TRANSFERS OF FUNDS FROM OTHER PLANS. With the approval of the
Administrator, there may be paid to the Trustee amounts which have been held
under other plans qualified under Code Section 401 either (a) maintained by the
Employer which have been discontinued or terminated with respect to any
Employee, or (b) maintained by another employer with respect to which any
Employee has ceased to participate. Any such transfer or rollover may also be
made by means of an Individual Retirement Account qualified under Section 408 of
the Code, where the Individual Retirement Account was used as a conduit from the
former plan. Any amounts so transferred on behalf of any Employee shall be
nonforfeitable and shall be maintained under a separate Plan account, to be paid
in addition to amounts otherwise payable under this Plan. The amount of any such
account shall be equal to the fair market value of such account as adjusted for
income, expenses, gains, losses, and withdrawals attributable thereto.

Notwithstanding anything contained herein to the contrary, in no event shall the
Administrator accept on behalf of any Employee a transfer of funds from a
qualified plan which would subject the Plan to the provisions of Section
401(a)(11) of the Code.

An Employee who would otherwise be eligible to participate in the Plan but for
the failure to satisfy the (1) one month of Service requirement for
participation as set forth under Section 3.1, shall be eligible to complete a
rollover to the Plan. Such an Employee shall also be eligible to obtain a loan
or withdrawal in accordance with the provisions of Article Eight prior to
satisfying such service requirement.


4.4 TIMING OF CONTRIBUTIONS. Employer contributions shall be made to the Plan no
later than the time prescribed by law for filing the Employer's Federal income
tax return (including extensions) for its taxable year ending with or within the
Plan Year. Elective deferrals under Section 4.1 shall be paid to the Plan as
soon as administratively possible, but no later than the time prescribed by
applicable law, following receipt of such deferrals by the Administrator.

                                      17

<PAGE>

                        ARTICLE FIVE--ACCOUNTING RULES


5.1  INVESTMENT OF ACCOUNTS AND ACCOUNTING RULES.

         (a) INVESTMENT FUNDS. The investment of Participants' Accounts shall 
             be made in a manner consistent with the provisions of the Trust. 
             The Administrator, in its discretion, may allow the Trust to 
             provide for separate funds for the directed investment of each 
             Participant's Account.

         (b) PARTICIPANT DIRECTION OF INVESTMENTS. In the event Participants' 
             Accounts are subject to their investment direction, each 
             Participant may direct how his Account is to be invested among 
             the available investment funds in the percentage multiples 
             established by the Administrator. In the event a Participant 
             fails to make an investment election, with respect to all or any 
             portion of his Account, the Trustee shall invest all or such 
             portion of his Account in the investment fund to be designated 
             by the Administrator. A Participant may change his investment 
             election, with respect to future contributions and/or amounts 
             previously accumulated in the Participant's Account, in writing, 
             on such form as the Administrator shall specify, or via a 
             telephone "voice response" and/or on-line access system 
             designated by the Administrator, provided that a written 
             confirmation is forwarded in response to such request. Any such 
             change in a Participant's investment election shall be effective 
             at such time as may be prescribed by the Administrator. If the 
             Plan's recordkeeper or investments are changed, the 
             Administrator may suspend the Participants' investment direction 
             of their Accounts.

         (c) ALLOCATION OF INVESTMENT EXPERIENCE. As of each Valuation Date, 
             the investment fund(s) of the Trust shall be valued at fair 
             market value, and the income, loss, appreciation and 
             depreciation (realized and unrealized), and any paid expenses of 
             the Trust attributable to such fund shall be apportioned among 
             Participants' Accounts within the fund based upon the value of 
             each Account within the fund as of the preceding Valuation Date.

         (d) ALLOCATION OF CONTRIBUTIONS. Employer contributions shall be 
             allocated to the Account of each eligible Participant as of the 
             last day of the period for which the contributions are made. 
             Elective deferrals shall be allocated to the Account of each 
             Participant as soon as administratively practical following 
             receipt of such contributions by the Administrator.

         (e) MANNER AND TIME OF DEBITING DISTRIBUTIONS. For any Participant 
             who is entitled to receive a distribution from his Account, such 
             distribution shall be made in accordance with the provisions of 
             Section 7.2. The amount distributed shall be based upon the fair 
             market value of the Participant's vested Account as of the 
             Valuation Date preceding the distribution.

                                      18

<PAGE>

5.2 PARTICIPANTS OMITTED IN ERROR. In the event a Participant is not allocated a
share of the Employer contribution as a result of an administrative error in any
Plan Year, the Employer may elect to either (a) make an additional contribution
on behalf of such omitted Participant in an appropriate amount, or (b) deduct
the appropriate amount from the next succeeding Employer contribution and
allocate such amount to the Participant's Account prior to making the
allocations set forth under Section 5.1(d).

                                      19

<PAGE>

         ARTICLE SIX--VESTING, RETIREMENT AND DISABILITY BENEFITS


6.1 VESTING. A Participant shall at all times have a nonforfeitable (vested)
right to his Account derived from elective deferrals, Employer matching
contributions under Section 4.2(a), additional Employer contributions under
Section 4.2(c), Employer "fail-safe" contributions under Section 10.2, and any
rollovers or transfers from other plans, adjusted for investment experience. The
provisions of this Section shall, however, be subject to the provisions of
Section 12.1 below.


6.2 NORMAL RETIREMENT. A Participant who is in the employment of the Employer at
his Normal Retirement Date shall be entitled to receive the full amount credited
to his Account. A Participant who continues employment with the Employer after
his Normal Retirement Date shall continue to participate under the Plan but may
elect in writing to have his Account payable at the time and in the manner
specified in Article Seven.


6.3 DISABILITY. If a Participant incurs a Disability, the Participant shall be
entitled to receive the full amount credited to his Account. Payment of such
Participant's Account balance shall be made at the time and in the manner
specified in Article Seven, following receipt by the Administrator of the
Participant's written distribution request.

                                      20

<PAGE>

           ARTICLE SEVEN--MANNER AND TIME OF DISTRIBUTING BENEFITS


7.1 MANNER OF PAYMENT. The Participant's vested Account shall be distributed to
the Participant (or to the Participant's Beneficiary in the event of the
Participant's death) by any of the following methods, as elected by the
Participant or, when applicable, the Participant's Beneficiary:

         (a)      in a single lump-sum payment in cash;

         (b) in a single lump-sum payment in the number of whole shares of 
             Employer stock credited to the Account of the Participant (or 
             the Participant's Beneficiary in the event of the Participant's 
             death) with any fractional shares and the remainder of the 
             Participant's or Beneficiary's Account being paid in cash; or

         (c) provided the Participant's vested Account exceeds $3,500 ($5,000 
             for Plan Years beginning after December 31, 1997) , in monthly, 
             quarterly, or annual installments over a period not exceeding 
             twenty (20) years, subject to the minimum distribution rules of 
             Section 7.4.


7.2 TIME OF COMMENCEMENT OF BENEFIT PAYMENTS. Distribution of the Participant's
Account balance for a Participant who terminates employment on or after his
Normal Retirement Date, or as a result of his Disability, shall be made or
commence no later than sixty (60) days following the close of the Plan Year in
which such event occurred, unless the Participant elects to defer receipt of his
Account subject to the provisions of this Section; provided, however, that if
the amount required to be distributed cannot be ascertained by such date,
distribution shall be made no later than sixty (60) days after the earliest date
on which such amount can be ascertained; and provided, further, that if the
Participant's Account balance exceeds $3,500 ($5,000 for Plan Years beginning
after December 31, 1997), distribution shall not be made or commence prior to
such Participant's Normal Retirement Date, unless the Participant otherwise
requests in writing. In such event, distribution shall commence as soon as
administratively practical following receipt by the Administrator of the
Participant's written request.

If a Participant terminates employment for any reason other than Normal
Retirement, Disability or death, distribution of his vested Account balance
shall be made or commence no later than sixty (60) days following the close of
the Plan Year in which he terminates employment with the Employer. However, if
the vested balance of the Participant's Account exceeds $3,500 ($5,000 for Plan
Years beginning after December 31, 1997), distribution shall not be made or
commence prior to such Participant's Normal Retirement Date unless the
Participant otherwise requests in writing.

A Participant who terminates employment after his Normal Retirement Date may
elect to defer receipt of his Account; provided, however, that in no event shall
the distribution be made or commence later than the April 1st following the end
of the calendar year in which the 

                                      21

<PAGE>

Participant attains age seventy and one-half (70-1/2), or except for a 
Participant who is a five percent (5%) owner of the Employer (within the 
meaning of Section 401(a)(9) of the Code), if later, the April 1st following 
the calendar year in which the Participant retires or otherwise separates 
from service.

In the event distribution is required to be made while the Participant is
employed by the Employer, such distribution may, at the election of the
Participant, be made in installments subject to the provisions of Section
401(a)(9) of the Code and the regulations thereunder.


7.3 FURNISHING INFORMATION. Prior to the payment of any benefit under the Plan,
each Participant or Beneficiary may be required to complete such administrative
forms and furnish such proof as may be deemed necessary or appropriate by the
Employer, Administrator, and/or Trustee.


7.4 MINIMUM DISTRIBUTION RULES FOR INSTALLMENT PAYMENTS. If a distribution is
made in installments the following rules shall apply:

         (a) PAYMENTS TO PARTICIPANT OR TO PARTICIPANT AND SURVIVING SPOUSE. 
             Payment shall commence no later than a date provided for in 
             Section 7.2. The amount to be distributed each year shall be at 
             least equal to the vested balance in the Participant's Account 
             as of the preceding Valuation Date multiplied by the following 
             fraction: the numerator shall be one (1) and the denominator 
             shall be the life expectancy of the Participant (or the joint 
             life expectancies of the Participant and the Participant's 
             spouse) determined as of the Valuation Date preceding the first 
             payment and reduced by one for each succeeding year.

         (b) PAYMENTS TO PARTICIPANT AND NON-SPOUSE BENEFICIARY. Payment 
             shall commence no later than a date provided for in Section 7.2. 
             The amount to be distributed each year shall be at least equal 
             to the vested balance in the Participant's Account as of the 
             preceding Valuation Date multiplied by the following fraction: 
             the numerator shall be one (1) and the denominator shall be the 
             joint life expectancies of the Participant and the Participant's 
             Beneficiary computed as of the Valuation Date preceding the 
             first payment and reduced by one (1) for each succeeding year. 
             Payments shall be restricted under this option to insure 
             compliance with the minimum distribution incidental death 
             benefit requirement of Section 401(a)(9) of the Code and the 
             regulations promulgated thereunder.

         (c) PAYMENTS TO BENEFICIARY. Payment shall commence no later than a 
             date provided for in Section 7.7. The amount to be distributed 
             each year shall be at least equal to the vested balance in the 
             Participant's Account as of the preceding Valuation Date 
             multiplied by the following fraction: the numerator shall be one 
             (1) and the denominator shall be the life expectancy of the 
             Participant's Beneficiary computed as of the Valuation Date 
             preceding the first payment and reduced by one (1) for each 
             succeeding year.

                                      22

<PAGE>

         (d) RECALCULATION OF LIFE EXPECTANCY. If distribution is to be made 
             over the life expectancy of the Participant or, where the 
             Participant's spouse is his Beneficiary, the life expectancy of 
             the Participant's surviving spouse, or the joint life 
             expectancies of the Participant and his spouse, such life 
             expectancy or joint life expectancies, at the election of the 
             Participant or his surviving spouse, as the case may be, may be 
             recalculated annually. Any such election shall be irrevocable as 
             to the Participant (and spouse, if applicable) and shall apply 
             to all subsequent years. In no event, however, shall the life 
             expectancy of a non-spouse Beneficiary be recalculated.

                                      23

<PAGE>

7.5  AMOUNT OF DEATH BENEFIT.

         (a) DEATH BEFORE TERMINATION OF EMPLOYMENT. In the event of the 
             death of a Participant while in the employ of the Employer, the 
             Participant's Account balance shall be paid to the Participant's 
             Beneficiary.

         (b) DEATH AFTER TERMINATION OF EMPLOYMENT. In the event of the death 
             of a former Participant after termination of employment, but 
             prior to the complete distribution of his Account balance under 
             the Plan, the undistributed balance of the Participant's Account 
             shall be paid to the Participant's Beneficiary.


7.6 DESIGNATION OF BENEFICIARY. Each Participant shall file with the
Administrator a designation of Beneficiary to receive payment of any death
benefit payable hereunder if such Beneficiary should survive the Participant.
However, no Participant who is married shall be permitted to designate a
Beneficiary other than his spouse unless the Participant's spouse has signed a
written consent witnessed by a Plan representative or a notary public, which
provides for the designation of an alternate Beneficiary.

Subject to the above, Beneficiary designations may include primary and
contingent Beneficiaries, and may be revoked or amended at any time in similar
manner or form, and the most recent designation shall govern. In the absence of
an effective designation of Beneficiary, or if the Beneficiary dies before
complete distribution of the Participant's vested Account, all amounts shall be
paid to the first surviving class of the following classes of successive
preference Beneficiaries: the Participant's (a) widow or widower; (b) surviving
issue, per stirpes; (c) surviving parents; (d) brothers and sisters or their
issue by right of representation; and (e) executors and administrators.
Notification to Participants of the death benefits under the Plan and the method
of designating a Beneficiary shall be given at the time and in the manner
provided by regulations and rulings under the Code.


7.7 DISTRIBUTION OF DEATH BENEFITS. The Beneficiary shall be allowed to
designate the mode of receiving benefits in accordance with Section 7.1, unless
the Participant had designated a method in writing and indicated that the method
was not revocable by the Beneficiary.

Distribution of any death benefit hereunder shall be made or commence within one
(1) year of the Participant's death or, in the case of a surviving spouse,
within a reasonable time after the Participant's death or, if the surviving
spouse so elects and if the Participant's vested Account exceeds $3,500, no
later than the date on which the Participant would have reached age seventy and
one-half (70-1/2). If a surviving spouse dies before distributions to the spouse
begin, this paragraph shall be applied as if the surviving spouse were the
Participant.

To the extent payments are not designated to or for the benefit of a natural
person, or if payments commence after the required time, the following
distribution modes shall be 

                                      24

<PAGE>

available:

         (a) a lump sum payable at any time within five (5) years of the 
             Participant's death; and

         (b) payments of installments at such time and in such amount as 
             determined by the Beneficiary, provided that all amounts must be 
             paid from the Trust within five (5) years of the Participant's 
             death.

If a Participant dies after payments have commenced, any survivor's benefit must
be paid no less rapidly than the method of payment in effect at the time of the
Participant's death.


7.8 ELIGIBLE ROLLOVER DISTRIBUTIONS. Notwithstanding the foregoing provisions of
this Article Seven, the provisions of this Section 7.8 shall apply to
distributions made under the Plan.

         (a) A distributee may elect, at the time and in the manner 
             prescribed by the Administrator, to have any portion of an 
             eligible rollover distribution paid directly to an eligible 
             retirement plan specified by the distributee in a direct 
             rollover.

         (b)      Definitions:

                  (i) ELIGIBLE ROLLOVER DISTRIBUTION. An eligible rollover 
                      distribution is any distribution of all or any portion 
                      of the balance to the credit of the distributee, except 
                      that an eligible rollover distribution does not 
                      include: any distribution that is one of a series of 
                      substantially equal periodic payments (not less 
                      frequently than annually) made for the life (or life 
                      expectancy) of the distributee or the joint lives (or 
                      joint life expectancies) of the distributee and the 
                      distributee's designated Beneficiary, or for a 
                      specified period of ten (10) years or more; any 
                      distribution to the extent such distribution is 
                      required under Section 401(a)(9) of the Code; and the 
                      portion of any distribution that is not includable in 
                      gross income (determined without regard to the 
                      exclusion for net unrealized appreciation with respect 
                      to employer securities).

                 (ii) 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.

                (iii) 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 

                                      25

<PAGE>

                      alternate payee under a qualified domestic relations 
                      order, as defined in Section 414(p) of the Code, are 
                      distributees with regard to the interest of the spouse 
                      or former spouse.

                 (iv) DIRECT ROLLOVER. A direct rollover is a payment by the 
                      Plan to the eligible retirement plan specified by the 
                      distributee.

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

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

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

                                      26

<PAGE>

                      ARTICLE EIGHT--LOANS AND IN-SERVICE WITHDRAWALS


8.1  LOANS.

         (a) PERMISSIBLE AMOUNT AND PROCEDURES. Upon the application of a 
             Participant, the Administrator may, in accordance with a uniform 
             and nondiscriminatory policy, direct the Trustee to grant a loan 
             to the Participant, which loan shall be secured by the 
             Participant's vested Account balance. The Participant's 
             signature shall be required on a promissory note. In determining 
             a rate of interest on such loan, the Administrator may refer to 
             the rate of interest used for obligations of a comparable nature 
             by commercial lending institutions within a radius of fifty (50) 
             miles of the Employer's principal place of business. Participant 
             loans shall be treated as segregated investments, and interest 
             repayments shall be credited only to the Participant's Account.

         (b) LIMITATION ON AMOUNT OF LOANS. A Participant's loan shall not 
             exceed the lesser of:

                  (1) $50,000, which amount shall be reduced by the highest 
                      outstanding loan balance during the preceding twelve 
                      (12)-month period; or

                  (2) one-half (1/2) of the vested value of the Participant's 
                      Account, determined as of the Valuation Date preceding 
                      the date of the Participant's loan.

Any loan must be repaid within five (5) years, unless made for the purpose of
acquiring the primary residence of the Participant, in which case such loan may
be repaid over a longer period of time not to exceed twenty (20) years. The
repayment of any loan must be made in at least quarterly installments of
principal and interest.

Loan repayments may be suspended for a Participant who is on a leave of absence
("Leave"), either without pay from the Employer or at a rate of pay (after
income and employment tax withholding) that is less than the amount of the
installment payments required under the term of the loan. However, the loan must
be repaid by the latest date permitted under Section 72(p)(2)(B) of the Code and
the installments due after the Leave ends (or, if earlier, upon the expiration
of the first year of the Leave) must not be less than those required under the
terms of the original loan.

If a Participant defaults on any outstanding loan, the unpaid balance, and any
interest due thereon, shall become due and payable in accordance with the terms
of the underlying promissory note; provided, however, that such foreclosure on
the promissory note and attachment of security shall not occur until a
distributable event occurs in accordance with the provisions of Article Seven.

If a Participant terminates employment while any loan balance is outstanding,
the unpaid balance, and any interest due thereon, shall become due and payable
in accordance with the terms of the underlying promissory note. If such amount
is not paid to the Plan, it shall be 

                                      27

<PAGE>

charged against the amounts that are otherwise payable to the Participant or 
the Participant's Beneficiary under the provisions of the Plan.

In the case of a Participant who has loans outstanding from other plans of the
Employer (or a member of the Employer's related group (within the meaning of
Section 2.4(b)), the Administrator shall be responsible for reporting to the
Trustee the existence of said loans in order to aggregate all such loans within
the limits of Section 72(p) of the Code.


8.2 HARDSHIP DISTRIBUTIONS. In the case of a financial hardship resulting from a
proven immediate and heavy financial need, a Participant may receive a
distribution not to exceed the lesser of (i) the value of the Participant's
vested Account, excluding, however, any investment earnings received after
December 31, 1988 on the portion of the Participant's Account attributable to
his elective deferrals, determined as of the Valuation Date immediately
preceding such withdrawal request, or (ii) the amount necessary to satisfy the
financial hardship. The amount of any such immediate and heavy financial need
may include any amounts necessary to pay Federal, state or local income taxes or
penalties reasonably anticipated to result from the distribution. Such
distribution shall be made in accordance with nondiscriminatory and objective
standards consistently applied by the Administrator.

Hardship distributions under this Section shall be deemed to be the result of an
immediate and heavy financial need if such distribution is to (a) pay expenses
for medical care (as described in Section 213(d) of the Code) previously
incurred by the Participant, the Participant's spouse, or any dependents of the
Participant (as defined in Section 152 of the Code), or to permit the
Participant, the Participant's spouse, or any dependents of the Participant to
obtain such medical care, (b) purchase the principal residence of the
Participant (excluding mortgage payments), (c) pay tuition and related
educational fees for the next twelve (12) months of post-secondary education for
the Participant, Participant's spouse, or any of the Participant's dependents or
(d) prevent the eviction of the Participant from his principal residence or
foreclosure on the Participant's principal residence. In addition, any hardship
distribution hereunder shall only be made provided that the funds for such
hardship are not available from other financial resources of the Participant,
the Participant's spouse or the Participant's children. Distributions paid
pursuant to this Section shall be deemed to be made as of the Valuation Date
immediately preceding the hardship distribution, and the Participant's Account
shall be reduced accordingly.

The provisions of this Section (relating to hardship distributions) are intended
to comply with Treasury Regulations issued under Section 401(k) of the Code, and
shall be so interpreted.

No hardship distribution shall be made pursuant to this Section unless the
Administrator, based upon the Participant's representation and such other facts
as are known to the Administrator, determines that the following conditions are
satisfied:

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

                                      28

<PAGE>

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


8.3 WITHDRAWALS AFTER AGE 59-1/2. After attaining age fifty-nine and one-half
(59-1/2), a Participant, by giving written notice to the Administrator, may
withdraw from the Plan a sum (a) not in excess of the credit balance of his
vested Account as of the Valuation Date preceding such notice and (b) not less
than such minimum amount as the Administrator may establish from time to time to
facilitate administration of the Plan. Any such withdrawals shall be made in
accordance with nondiscriminatory and objective standards consistently applied
by the Administrator.


8.4 WITHDRAWALS OF ROLLOVER CONTRIBUTIONS. A Participant, by giving written
notice to the Administrator, may withdraw from the Plan a sum (a) not in excess
of the credit balance of his vested Account attributable to rollover
contributions as of the Valuation Date preceding such notice and (b) not less
than such minimum amount as the Administrator may establish from time to time to
facilitate administration of the Plan. Any such withdrawals shall be made in
accordance with nondiscriminatory and objective standards consistently applied
by the Administrator.


8.5 WITHDRAWALS OF EMPLOYER CONTRIBUTIONS. A Participant who has been a
Participant in the Plan for a period of at least sixty (60) months (whether or
not continuous) and who has withdrawn the full amount available pursuant to
Sections 8.4 and 8.5, by giving written notice to the Administrator, may
withdraw from the Plan a sum (a) not in excess of the credit balance of his
vested Account attributable to Employer contributions as of the Valuation Date
preceding such notice and (b) not less than such minimum amount as the
Administrator may establish from time to time to facilitate administration of
the Plan. Any such withdrawals shall be made in accordance with
nondiscriminatory and objective standards consistently applied by the
Administrator.

                                      29

<PAGE>

                   ARTICLE NINE--ADMINISTRATION OF THE PLAN


9.1 PLAN ADMINISTRATION. The Employer shall be the Plan Administrator,
hereinbefore and hereinafter called the Administrator, and "named fiduciary"
(for purposes of Section 402(a)(1) of the Employee Retirement Income Security
Act of 1974, as amended from time to time) of the Plan, unless the Employer, by
action of its board of directors, shall designate a person or committee of
persons to be the Administrator and named fiduciary. The administration of the
Plan, as provided herein, including a determination of the payment of benefits
to Participants and their Beneficiaries, shall be the responsibility of the
Administrator; provided, however, that the Administrator may delegate any of its
powers, authority, duties or responsibilities to any person or committee of
persons. In the event more than one party shall act as Administrator, all
actions shall be made by majority decisions. In the administration of the Plan,
the Administrator may (a) employ agents to carry out nonfiduciary
responsibilities (other than Trustee responsibilities), (b) consult with
counsel, who may be counsel to the Employer, and (c) provide for the allocation
of fiduciary responsibilities (other than Trustee responsibilities) among its
members. Actions dealing with fiduciary responsibilities shall be taken in
writing and the performance of agents, counsel and fiduciaries to whom fiduciary
responsibilities have been delegated shall be reviewed periodically.

The expenses of administering the Plan and the compensation of all employees,
agents, or counsel of the Administrator, including accounting fees,
recordkeeper's fees, and the fees of any benefit consulting firm, shall be paid
by the Plan, or shall be paid by the Employer if the Employer so elects. To the
extent required by applicable law, compensation may not be paid by the Plan to
full-time Employees of the Employer.

In the event the Employer pays the expenses of administering the Plan, the
Employer may seek reimbursement from the Plan for the payment of such expenses.
Reimbursement shall be permitted only for Plan expenses paid by the Employer
within the last twelve (12)-month period.

The Administrator shall obtain from the Trustee, not less often than annually, a
report with respect to the value of the assets held in the Trust Fund, in such
form as may be required by the Administrator.

The Administrator shall administer the Plan and adopt such rules and regulations
as, in the opinion of the Administr ator, are necessary or advisable to
implement and administer the Plan and to transact its business.


9.2 CLAIMS PROCEDURE. Pursuant to procedures established by the Administrator,
adequate notice in writing shall be provided to any Participant or Beneficiary
whose claim for benefits under the Plan has been denied within ninety (90) days
of receipt of such claim. Such notice shall be written in a manner calculated to
be understood by the claimant, shall advise the claimant the right to
administrative review, and shall set forth the specific reason for such denial,
the specific references to the pertinent Plan provisions on which the denial is
based, 

                                      30

<PAGE>

and a description of any additional material or information necessary to 
perfect the claim, and an explanation of why such material or information is 
necessary. If such review is requested by the claimant or his authorized 
representative within ninety (90) days after receipt by the claimant of 
written notification of denial of his claim, the Administrator shall afford a 
reasonable opportunity for a full and fair review by the Administrator of the 
decision denying the claim. The review shall focus on the additional facts, 
legal interpretations or material, if any, presented by the claimant. The 
Administrator shall, within sixty (60) days (or if special circumstances 
apply, one hundred twenty (120) days) of a request for review, render a 
written decision on its review setting forth the specific reasons for such 
decision, written in a manner calculated to be understood by the claimant. 


9.3 TRUST AGREEMENT. The Trust Agreement entered into by and between the 
Employer and the Trustee, including any supplements or amendments thereto, or 
any successor Trust Agreement, is incorporated by reference herein.

                                      31

<PAGE>

                 ARTICLE TEN--SPECIAL COMPLIANCE PROVISIONS


10.1 DISTRIBUTION OF EXCESS ELECTIVE DEFERRALS. If the amount of any elective
deferrals made by a Participant exceeds the dollar limitation of Section 4.1(c),
then the excess amount, and any income allocable thereto, shall be distributed
to such Participant subject to the requirements of applicable law.


10.2  LIMITATIONS ON 401(k) CONTRIBUTIONS.

         (a) AVERAGE ACTUAL DEFERRAL PERCENTAGE TEST. Amounts contributed as 
             elective deferrals under Section 4.1(a) and any "fail-safe" 
             contributions made under this Section, are considered to be 
             amounts deferred pursuant to Section 401(k) of the Code. For 
             purposes of this Article, these amounts are referred to as the 
             "deferred amounts." For purposes of the "average actual deferral 
             percentage test" described below, such deferred amounts must be 
             made before the last day of the twelve (12)-month period 
             immediately following the Plan Year to which the contributions 
             relate. The Employer shall maintain records sufficient to 
             demonstrate satisfaction of the average actual deferral 
             percentage test and the deferred amounts used in such test.

             As of the last day of each Plan Year, the deferred amounts for 
             the Plan Year for the Participants who are Highly-Compensated 
             Employees shall satisfy either of the following tests:

             (1) The average actual deferral percentage for the eligible 
                 Participants who are Highly-Compensated Employees shall not 
                 exceed the average actual deferral percentage for eligible 
                 Participants who are Nonhighly-Compensated Employees 
                 multiplied by 1.25; or

             (2) The average actual deferral percentage for eligible 
                 Participants who are Highly-Compensated Employees shall not 
                 exceed the average actual deferral percentage of eligible 
                 Participants who are Nonhighly-Compensated Employees 
                 multiplied by two (2), provided that the average actual 
                 deferral percentage for eligible Participants who are 
                 Highly-Compensated Employees does not exceed the average 
                 actual deferral percentage for eligible Participants who are 
                 Nonhighly-Compensated Employees by more than two (2) 
                 percentage points, or such lesser amount as the Secretary of 
                 the Treasury shall prescribe to prevent the multiple use of 
                 this alternative limitation with respect to any 
                 Highly-Compensated Employee.

For purposes of the above tests, the "actual deferral percentage" shall mean 
the ratio (expressed as a percentage) that the deferred amounts, which are 
allocated to the Participant's Account as of any day in the Plan Year, on 
behalf of each eligible Participant for the Plan Year bears to the eligible 
Participant's compensation, as defined in Code Section 414(s) and the 
regulations promulgated thereunder. The "average actual deferral

                                      32

<PAGE>

percentage" shall mean the average (expressed as a percentage) of the actual 
deferral percentages of the eligible Participants in each group. "Eligible 
Participant" shall mean each Employee who is eligible to participate in the 
Plan under Section 3.1.

For purposes of this Section 10.2, the actual deferral percentage for any
eligible Participant who is a Highly-Compensated Employee for the Plan Year and
who is eligible to have elective deferrals allocated to his account under two
(2) or more plans or arrangements described in Code Section 401(k) that are
maintained by the Employer or any employer who is a related group member (within
the meaning of Section 2.4(b)) shall be determined as if all such deferrals were
made under a single arrangement. In the event that this Plan satisfies the
requirements of Code Section 410(b) only if aggregated with one (1) or more
other plans, or if one (1) or more other plans satisfy the requirements of Code
Section 410(b) only if aggregated with this Plan, then the provisions of this
Section 10.2 shall be applied by determining the actual deferral percentage of
eligible Participants as if all such plans were a single plan.

The determination and treatment of deferred amounts and the actual deferral
percentage of any Participant shall be subject to the prescribed requirements of
the Secretary of the Treasury.

In the event the average actual deferral percentage test is not satisfied for a
Plan Year, the Employer, in its discretion, may make a special "fail-safe"
contribution for eligible Participants who are Nonhighly Compensated Employees,
to be allocated among their Accounts in proportion to their Compensation for the
Plan Year.

         (b) DISTRIBUTIONS OF EXCESS CONTRIBUTIONS.

             (1) IN GENERAL. If the average actual deferral percentage test 
                 of of Section 10.2(a) is not satisfied for a Plan Year, then 
                 the "excess contributions", and income allocable thereto, 
                 shall be distributed, to the extent required under Treasury 
                 regulations, no later than the last day of the Plan Year 
                 following the Plan Year for which the excess contributions 
                 were made. However, if such excess contributions are 
                 distributed later than two and one-half (2-1/2) months 
                 following the last day of the Plan Year in which such excess 
                 contributions were made, a ten percent (10%) excise tax 
                 shall be imposed upon the Employer with respect to such 
                 excess contributions.

                 Notwithstanding the foregoing, to the extent otherwise 
                 required to comply with the requirements of Section 
                 401(a)(4) of the Code and the regulations thereunder, vested 
                 matching contributions may be forfeited.

             (2) EXCESS CONTRIBUTIONS. For purposes of this Section, "excess 
                 contributions" shall consist of the excess of the aggregate 
                 amount of deferred amounts made by or on behalf of the 
                 affected Highly-Compensated Employee over the maximum amount 
                 of all such contributions permitted under the test under 
                 Section 10.2(a). In reducing the excess contribution 
                 hereunder, the reduction shall be first applied to the 
                 Highly-Compensated Employee with the highest 

                                      33

<PAGE>

                 percentage under Section 10.2(a). If reductions are further 
                 required to comply with Section 10.2(a), such reductions shall
                 be applied to the Highly-Compensated Employee with the next 
                 highest percentage, and so forth until the nondiscrimination 
                 test of Section 10.2(a) is satisfied.

             (3) DETERMINATION OF INCOME. The income allocable to excess 
                 contributions shall be determined by multiplying the income 
                 allocable to the Participant's deferred amounts for the Plan 
                 Year by a fraction, the numerator of which is the excess 
                 contributions made on behalf of the Participant for the Plan 
                 Year, and the denominator of which is the sum of the 
                 Participant's Account balances attributable to the 
                 Participant's deferred amounts on the last day of the Plan 
                 Year.

             (4) MAXIMUM DISTRIBUTABLE AMOUNT. The excess contributions 
                 to be distributed to a Participant shall be adjusted for 
                 income and, if there is a loss allocable to the excess 
                 contribution, shall in no event be less than the lesser of 
                 the Participant's Account under the Plan or the 
                 Participant's deferred amounts for the Plan Year. Excess 
                 contributions shall be distributed from that portion of the 
                 Participant's Account attributable to such deferred amounts 
                 to the extent allowable under Treasury regulations.


10.3  NONDISCRIMINATION TEST FOR EMPLOYER MATCHING CONTRIBUTIONS.

         (a) AVERAGE CONTRIBUTION PERCENTAGE TEST. The provisions of this 
             Section shall apply if Employer matching contributions are made 
             in any Plan Year under Section 4.2(a) and such matching 
             contributions are not used to satisfy the average actual 
             deferral percentage test of Section 10.2.

             As of the last day of each Plan Year, the average contribution 
             percentage for Highly-Compensated Employees for the Plan Year 
             shall satisfy either of the following tests:

             (1) The average contribution percentage for eligible 
                 Participants who are Highly-Compensated Employees shall not 
                 exceed the average contribution percentage for eligible 
                 Participants who are Nonhighly-Compensated Employees for the 
                 Plan Year multiplied by 1.25; or

             (2) The average contribution percentage for eligible 
                 Participants who are Highly-Compensated Employees shall not 
                 exceed the average contribution percentage for eligible 
                 Participants who are Nonhighly-Compensated Employees for the 
                 Plan Year multiplied by two (2), provided that the average 
                 contribution percentage for eligible Participants who are 
                 Highly-Compensated Employees does not exceed the average 
                 contribution percentage for eligible Participants who are 
                 Nonhighly-Compensated Employees by more than two (2) 
                 percentage points or such lesser amount as the Secretary of 
                 the Treasury 

                                      34

<PAGE>

                 shall prescribe to prevent the multiple use of this alternative
                 limitation with respect to any Highly-Compensated Employee.

For purposes of the above tests, the "average contribution percentage" shall 
mean the average (expressed as a percentage) of the contribution percentages 
of the "eligible Participants" in each group. The contribution percentage" 
shall mean the ratio (expressed as a percentage) that the sum of Employer 
matching contributions and elective deferrals (to the extent such elective 
deferrals are not used to satisfy the average actual deferral percentage test 
of Section 10.2) under the Plan on behalf of the eligible Participant for the 
Plan Year bears to the eligible Participant's compensation (as defined in 
Code Section 414(s) and the regulations promulgated thereunder) for the Plan 
Year. "Eligible Participant" shall mean each Employee who is eligible to 
participate in the Plan under Section 3.1.

For purposes of this Section 10.3, the contribution percentage for any 
eligible Participant who is a Highly-Compensated Employee for the Plan Year 
and who is eligible to have Employer matching contributions or elective 
deferrals allocated to his account under two (2) or more plans described in 
Section 401(a) of the Code or under arrangements described in Section 401(k) 
of the Code that are maintained by the Employer or any member of the 
Employer's related group (within the meaning of Section 2.4(b)), shall be 
determined as if all such contributions and elective deferrals were made 
under a single plan.

In the event that this Plan satisfies the requirements of Section 410(b) of 
the Code only if aggregated with one (1) or more other plans, or if one (1) 
or more other plans satisfy the requirements of Section 410(b) of the Code 
only if aggregated with this Plan, then the provisions of this Section 10.3 
shall be applied by determining the contribution percentages of eligible 
Participants as if all such plans were a single plan.

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.

         (b) DISTRIBUTION OF EXCESS EMPLOYER MATCHING CONTRIBUTIONS.

             (1) IN GENERAL. If the nondiscrimination tests of Section 
                 10.3(a) are not satisfied for a Plan Year, then the "excess 
                 contributions", and any income allocable thereto, shall be 
                 forfeited, if otherwise forfeitable, no later than the last 
                 day of the Plan Year following the Plan Year for which the 
                 nondiscrimination tests are not satisfied, and shall be used 
                 to reduce Employer contributions under Section 4.2(a). To 
                 the extent that such "excess contributions" are 
                 nonforfeitable, such excess contributions shall be 
                 distributed to the Participant on whose behalf the excess 
                 contributions were made no later than the last day of the 
                 Plan Year following the Plan Year for which such "excess 
                 contributions" were made. However, if such excess 
                 contributions are distributed later than two and one-half 
                 (2-1/2) months following the last day of the Plan Year in 
                 which such excess contributions were made, a ten percent 
                 (10%) excise tax shall be imposed upon the Employer with 
                 respect to such excess contributions. For purposes of the 
                 limitations of Section 11.1(b)(1) of the Plan, excess 

                                      35

<PAGE>

                 contributions shall be considered annual additions.

             (2) EXCESS CONTRIBUTIONS. For purposes of this Section, "excess 
                 contributions" shall consist of the excess of the aggregate 
                 amount of Employer matching contributions and elective 
                 deferrals (to the extent not used to satisfy the average 
                 actual deferral percentage test of Section 10.2) made on 
                 behalf of the affected Highly-Compensated Employee over the 
                 maximum amount of all such contributions permitted under the 
                 nondiscrimination tests under Section 10.3(a). In reducing 
                 the excess contribution hereunder, the reduction shall be 
                 first applied to the Highly-Compensated Employee with the 
                 highest percentage under Section 10.3(a). If reductions are 
                 further required to comply with Section 10.3(a), such 
                 reductions shall be applied to the Highly-Compensated 
                 Employee with the next highest percentage, and so forth 
                 until the nondiscrimination tests of Section 10.3(a) are 
                 satisfied.

             (3) DETERMINATION OF INCOME. The income allocable to excess 
                 contributions shall be determined by multiplying the income 
                 allocable to the Employer matching contributions and, if 
                 applicable, such elective deferrals by a fraction, the 
                 numerator of which is the excess contributions on behalf of 
                 the Participant for the Plan Year, and the denominator of 
                 which is the sum of the Participant's Account balances 
                 attributable to Employer matching contributions and, if 
                 applicable, such elective deferrals, on the last day of the 
                 Plan Year.

                 Notwithstanding the foregoing, to the extent otherwise 
                 required to comply with the requirements of Section 
                 401(a)(4) of the Code and the regulations thereunder, vested 
                 matching contributions may be forfeited.


10.4 LIMITATION ON THE MULTIPLE USE ALTERNATIVE. The sum of the average actual
deferral percentage of Highly-Compensated Employees under Section 10.2(a) and
the average contribution percentage of Highly-Compensated Employees under
Section 10.3(a) shall not exceed the "aggregate limit", as defined in Section
401(m)(9) of the Code and the regulations promulgated thereunder.

If the aggregate limit is exceeded, the average contribution percentage of the
Highly-Compensated Employees shall be reduced in accordance with the provisions
of Section 10.3(b). In lieu of reducing the average contribution percentage, the
Administrator may reduce the average actual deferral percentage of the
Highly-Compensated Employees in accordance with the provisions of Section
10.2(b). The reductions under this Section shall be made only to the extent
necessary to comply with the restrictions on the multiple use of the
"alternative limitation" within the meaning of Code Section 401(m)(9).

                                      36

<PAGE>

              ARTICLE ELEVEN--LIMITATION ON ANNUAL ADDITIONS


11.1  RULES AND DEFINITIONS.

         (a) RULES. The following rules shall limit additions to Participants'
             Accounts:

             (1) If the Participant does not participate, and has never 
                 participated, in another qualified plan maintained by the 
                 Employer, the amount of annual additions which may be 
                 credited to the Participant's Account for any limitation 
                 year shall not exceed the lesser of the "maximum 
                 permissible" amount (as hereafter defined) or any other 
                 limitation contained in this Plan. If the Employer 
                 contribution that would otherwise be allocated to the 
                 Participant's Account would cause the annual additions for 
                 the limitation year to exceed the maximum permissible 
                 amount, the amount allocated shall be reduced so that the 
                 annual additions for the limitation year shall equal the 
                 maximum permissible amount.

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

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

             (4) If there is an excess amount, the excess shall be disposed 
                 of as follows:

                 (A) Any nondeductible voluntary Employee after-tax 
                     contributions and, to the extent elected by the 
                     Administrator pursuant to a nondiscriminatory procedure,
                     elective deferrals under Section 4.1(a), and any earnings
                     thereon, to the extent they would reduce the excess amount,
                     shall be returned to the Participant.

                 (B) If an excess amount still exists after the application of
                     subparagraph (A), and the Participant is covered by the 
                     Plan at the end of the limitation year, the excess amount 
                     in the Participant's Account shall be used to reduce 
                     Employer contributions for such Participant in the next
                     limitation year, and each succeeding limitation year if 
                     necessary;

                 (C) If an excess amount still exists after the application of
                     subparagraphs (A) and (B), and the Participant is not 
                     covered by the Plan at the end of the limitation year, the
                     excess amount shall be held unallocated in a suspense 
                     account and applied to reduce future Employer contributions

                                      37

<PAGE>

                     for all remaining Participants in the next limitation year,
                     and each succeeding limitation year if necessary.

                 (D) If a suspense account is in existence at any time during 
                     the limitation year pursuant to this Section 11.1(a)(4), 
                     it shall not participate in the allocation of the 
                     Trust's investment gains and losses. In addition, all 
                     amounts held in the suspense account shall be allocated 
                     and reallocated to Participants' Accounts before any 
                     Employer or Employee contributions may be made for the 
                     limitation year.

             (5) If, in addition to this Plan, the Participant is covered 
                 under another defined contribution plan maintained by the 
                 Employer, or a welfare benefit fund, as defined in Code 
                 Section 419(e), maintained by the Employer, or an individual 
                 medical account, as defined in Code Section 415(1)(2), 
                 maintained by the Employer which provides an annual 
                 addition, the annual additions which may be credited to a 
                 Participant's account under all such plans for any such 
                 limitation year shall not exceed the maximum permissible 
                 amount. Benefits shall be reduced under any discretionary 
                 defined contribution plan before they are reduced under any 
                 defined contribution pension plan. If both plans are 
                 discretionary contribution plans, they shall first be 
                 reduced under this Plan. Any excess amount attributable to 
                 this Plan shall be disposed of in the manner described in 
                 Section 11.1(a)(4).

             (6) If the Employer maintains, or at any time maintained, a 
                 qualified defined benefit plan covering any Participant in 
                 this Plan, the sum of the Participant's defined benefit plan 
                 fraction and defined contribution plan fraction shall not 
                 exceed 1.0 in any limitation year. The annual additions 
                 which may be credited to the Participant's Account under 
                 this Plan for any limitation year shall be limited so that 
                 if the limitations of Code Section 415(e) become applicable, 
                 benefits under a defined contribution plan shall have first 
                 been provided before benefits under a defined benefit plan 
                 are provided.

             (7) In any Plan Year in which the Plan becomes a Super Top-Heavy 
                 Plan (as defined in Section 13.2(b)), the denominators of 
                 the defined benefit fraction and defined contribution 
                 fraction shall be computed using one hundred percent (100%) 
                 of the maximum dollar limitation instead of one hundred and 
                 twenty-five percent (125%).

             (8) In any year in which the Plan is a Top-Heavy Plan (as 
                 defined in Section 13.2(c)) (but not a Super Top-Heavy 
                 Plan), the limitations shall be similarly reduced, subject 
                 to the special provisions of Section 13.3, which provide for 
                 the use of the one hundred and twenty-five percent (125%) 
                 limitation subject to the added minimum allocations.

         (b) DEFINITIONS.

                                      38

<PAGE>

             (1) ANNUAL ADDITIONS: The following amounts credited to a 
                 Participant's Account for the limitation year shall be 
                 treated as annual additions:

                 (A) Employer contributions;

                 (B) Elective deferrals;

                 (C) Employee after-tax contributions, if any;

                 (D) Forfeitures, if any; and

                 (E) Amounts allocated after March 31, 1984 to an individual 
                     medical account, as defined in Section 415(l)(2) of the 
                     Code, which is part of a defined benefit plan maintained 
                     by the Employer. Also, amounts derived from 
                     contributions paid or accrued after December 31, 1985 in 
                     taxable years ending after such date which are 
                     attributable to post-retirement medical benefits 
                     allocated to the separate account of a Key Employee, as 
                     defined in Section 419A(d)(3), and amounts under a 
                     welfare benefit fund, as defined in Section 419(e), 
                     maintained by the Employer, shall be treated as annual 
                     additions to a defined contribution plan.

                 For this purpose,  any excess amount applied under Section  
                 11.1(a)(4) in the limitation year to reduce Employer 
                 contributions shall be considered annual additions for 
                 such limitation year.

             (2) COMPENSATION: For purposes of determining maximum permitted 
                 benefits under this Section, compensation shall include all 
                 of a Participant's earned income, wages, salaries, and fees 
                 for professional services, and other amounts received for 
                 personal services actually rendered in the course of 
                 employment with the Employer, including, but not limited to, 
                 commissions paid to salesmen, compensation for services on 
                 the basis of a percentage of profits, commissions on 
                 insurance premiums, tips and bonuses, and excluding the 
                 following:

                 (A) Employer contributions to a plan of deferred compensation
                     which are not included in the Employee's gross income for 
                     the taxable year in whichcontributed, or Employer 
                     contributions under a simplified employee pension plan
                     (funded with individual retirement accounts or annuities)
                     to the extent such contributions are deductible by the 
                     Employee, or any distributions from a plan of deferred 
                     compensation;

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

                                      39

<PAGE>

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

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

                 Compensation shall be measured on the basis of compensation
                 paid in the limitation year.

             (3) DEFINED BENEFIT FRACTION: This shall mean a fraction, the 
                 numerator of which is the sum of the Participant's projected 
                 annual benefits under all the defined benefit plans 
                 maintained or previously maintained by the Employer, and the 
                 denominator of which is the lesser of one hundred and 
                 twenty-five percent (125%) of the dollar limitation in 
                 effect for the limitation year under Section 415(b)(1)(A) of 
                 the Code or one hundred and forty percent (140%) of the 
                 highest average compensation including any adjustment under 
                 Code Section 415(b).

             (4) DEFINED CONTRIBUTION FRACTION: This shall mean a 
                 fraction, the numerator of which is the sum of the annual 
                 additions to the Participant's account under all the defined 
                 contribution plans (whether or not terminated), welfare 
                 benefit funds, and individual medical accounts maintained by 
                 the Employer for the current and all prior limitation years, 
                 and the denominator of which is the sum of the maximum 
                 aggregate amounts for the current and all prior limitation 
                 years of Service with the Employer, regardless of whether a 
                 defined contribution plan was maintained by the Employer.

                 The maximum aggregate amount in any limitation year is 
                 the lesser of one hundred and twenty-five percent (125%) of 
                 the dollar limitation then in effect under Section 
                 415(c)(1)(A) of the Code or thirty-five (35%) of the 
                 Participant's compensation for such year.

                 If the Employee,  as of the end of the first day of the 
                 first limitation year beginning after December 31, 1986, 
                 was a participant in one (1) or more defined contribution 
                 plans maintained by the Employer which were in existence on 
                 May 5, 1986, the numerator of this fraction shall be 
                 adjusted if the sum of this fraction and the defined benefit 
                 fraction would otherwise exceed 1.0 under the terms of this 
                 Plan. Under the adjustment, an amount equal to the product 
                 of (i) the excess of the sum of the fractions over 1.0 and 
                 (ii) 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 

                                      40

<PAGE>

                 conditions of the Plan made after May 5, 1986, but using the 
                 Code Section 415 limitation applicable to the first limitation
                 year beginning on or after January 1, 1987.

                 The annual addition for any limitation year beginning before 
                 January 1, 1987, shall not be recomputed to treat all 
                 Employee contributions as annual additions.

             (5) DEFINED CONTRIBUTION DOLLAR LIMITATION: This shall mean the 
                 greater of $30,000 or one-fourth (1/4) of the defined 
                 benefit dollar limitation of Section 415(b)(1) of the Code 
                 in effect for the limitation year.

             (6) EMPLOYER: This term refers to the Employer that adopts this 
                 Plan, and all members of a controlled group of corporations 
                 (as defined in Section 414(b) of the Code, as modified by 
                 Section 415(h)), commonly-controlled trades or businesses 
                 (as defined in Section 414(c), as modified by Section 
                 415(h)), or affiliated service groups (as defined in Section 
                 414(m)) of which the Employer is a part, or any other entity 
                 required to be aggregated with the Employer under Code 
                 Section 414(o).

             (7) HIGHEST AVERAGE COMPENSATION: This means the average 
                 compensation for the three (3) consecutive limitation years 
                 with the Employer that produces the highest average.

             (8) LIMITATION YEAR: This shall mean the Plan Year.

             (9) MAXIMUM PERMISSIBLE AMOUNT: This shall mean an amount equal 
                 to the lesser of the defined contribution dollar limitation 
                 or twenty-five percent (25%) of the Participant's 
                 compensation for the limitation year. If a short limitation 
                 year is created because of an amendment changing the 
                 limitation year to a different twelve (12)-consecutive month 
                 period, the maximum permissible amount shall not exceed the 
                 defined contribution dollar limitation multiplied by the 
                 following fraction:

                                   Number of months in the short limitation year
                                   ---------------------------------------------
                                                        12

            (10) PROJECTED ANNUAL BENEFIT: This is 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:

                 (A) the Participant will continue  employment until normal 
                     retirement age under the plan (or current age, if 
                     later), and

                 (B) the Participant's compensation for the current limitation
                     year and all other 

                                      41

<PAGE>

                     relevant factors used to determine benefits under the plan 
                     will remain constant for all future limitation years.

                                      42

<PAGE>

                  ARTICLE TWELVE--AMENDMENT AND TERMINATION


12.1 AMENDMENT. The Employer, by resolution of its board of directors, (or, to
the extent permitted by resolution of such board of directors, by action of a
duly authorized officer of the Employer) shall have the right to amend, alter or
modify the Plan at any time, or from time to time, in whole or in part. Any such
amendment shall become effective under its terms upon adoption by the Employer.
However, no amendment affecting the duties, powers or responsibilities of the
Trustee may be made without the written consent of the Trustee. No amendment
shall be made to the Plan which shall:

         (a) make it possible (other than as provided in Section 14.3) for 
             any part of the corpus or income of the Trust Fund (other than 
             such part as may be required to pay taxes and administrative 
             expenses) to be used for or diverted to purposes other than the 
             exclusive benefit of the Participants or their Beneficiaries;

         (b) decrease a Participant's account balance or eliminate an 
             optional form of payment with respect to benefits accrued as of 
             the later of (i) the date such amendment is adopted, or (ii) the 
             date the amendment becomes effective; or

         (c) alter the schedule for vesting in a Participant's Account with 
             respect to any Participant with three (3) or more Years of 
             Service without his consent or deprive any Participant of any 
             nonforfeitable portion of his Account.

Notwithstanding the other provisions of this Section or any other provisions 
of the Plan, any amendment or modification of the Plan may be made 
retroactively if necessary or appropriate to conform to or to satisfy the 
conditions of any law, governmental regulation, or ruling, and to meet the 
requirements of the Employee Retirement Income Security Act of 1974, as it 
may be amended.


12.2 TERMINATION OF THE PLAN. The Employer, by resolution of its board of
directors, reserves the right at any time and in its sole discretion to
discontinue payments under the Plan and to terminate the Plan. In the event the
Plan is terminated, or upon complete discontinuance of contributions under the
Plan by the Employer, the rights of each Participant to his Account on the date
of such termination or discontinuance of contributions, to the extent of the
fair market value under the Trust Fund, shall remain fully vested and
nonforfeitable. The Employer shall direct the Trustee to distribute the Trust
Fund in accordance with the Plan's distribution provisions to the Participants
and their Beneficiaries, each Participant or Beneficiary receiving a portion of
the Trust Fund equal to the value of his Account as of the date of distribution.
These distributions may be implemented by the continuance of the Trust and the
distribution of the Participants' Account shall be made at such time and in such
manner as though the Plan had not terminated, or by any other appropriate
method, including rollover into Individual Retirement Accounts. Upon
distribution of the Trust Fund, the Trustee shall be discharged from all
obligations under the Trust and no Participant or Beneficiary shall have any
further right or claim therein. If a partial termination of the Plan is deemed
to have 

                                      43

<PAGE>

occurred, this Section shall apply only to those Participant's affected by 
such partial termination.

                                      44

<PAGE>

               ARTICLE THIRTEEN--TOP-HEAVY PROVISIONS


13.1 APPLICABILITY. The provisions of this Article shall become applicable only
for any Plan Year in which the Plan is a Top-Heavy Plan (as defined in Section
13.2(c)). The determination of whether the Plan is a Top-Heavy Plan shall be
made each Plan Year by the Administrator.


13.2 DEFINITIONS. For purposes of this Article, the following definitions shall
apply:

         (a) "KEY EMPLOYEE": "Key Employee" shall mean any Employee or former 
             Employee (and the Beneficiaries of such Employee) who, at any 
             time during the determination period, was (1) an officer of the 
             Employer earning compensation (as defined in Section 416(i) of 
             the Code) in excess of fifty percent (50%) of the dollar 
             limitation under Section 415(b)(1)(A) of the Code, (2) an owner 
             (or considered an owner under Section 318 of the Code) of both 
             more than a one-half percent (1/2%) interest in the Employer and 
             one of the ten (10) largest interests in the Employer if such 
             individual's compensation exceeds the dollar limitation under 
             Section 415(c)(1)(A) of the Code, (3) a five percent (5%) owner 
             of the Employer, or (4) a one percent (1%) owner of the Employer 
             who has an annual compensation of more than $150,000. For 
             purposes of this Section, annual compensation shall mean 
             compensation as defined in Code Section 415(c)(3), but including 
             amounts contributed by the Employer pursuant to a salary 
             reduction agreement which are excludable from the Employee's 
             income under Code Sections 125, 402(g), 402(h) or 403(b). The 
             determination period of the Plan is the Plan Year containing the 
             "determination date" as defined in Section 13.2(c)(4) and the 
             four (4) preceding Plan Years.

             The determination of who is a Key Employee (including the terms 
             "5% owner" and "1% owner") shall be made in accordance with 
             Section 416(i)(1) of the Code and the regulations thereunder.

         (b) "SUPER TOP-HEAVY PLAN": The Plan shall constitute a "Super 
             Top-Heavy Plan" if it meets the test for status as a Top-Heavy 
             Plan, where "90%" is substituted for "60%" at each place in 
             Section 13.2(c).

         (c) "TOP-HEAVY PLAN":

             (1) The Plan shall constitute a "Top-Heavy Plan" if any of the 
                 following conditions exist:

                 (A) The top-heavy ratio for the Plan exceeds sixty percent 
                     (60%) and the Plan is not part of any required aggregation
                     group or permissive aggregation group of plans; or

                 (B) The Plan is part of a required aggregation group of 
                     plans (but is not part 

                                      45

<PAGE>

                     of a permissive aggregation group) and the top-heavy ratio
                     for the group of plans exceeds sixty percent (60%); or

                 (C) The Plan is a part of a required aggregation group of 
                     plans and part of a permissive aggregation group and the 
                     top-heavy ratio for the permissive aggregation group 
                     exceeds sixty percent (60%).

             (2) If the Employer maintains one (1) or more defined 
                 contribution plans (including any simplified employee 
                 pension plan funded with individual retirement accounts or 
                 annuities) and the Employer maintains or has maintained one 
                 (1) or more defined benefit plans which have covered or 
                 could cover a Participant in this Plan, the top-heavy ratio 
                 is a fraction, the numerator of which is the sum of account 
                 balances under the defined contribution plans for all Key 
                 Employees and the actuarial equivalents of accrued benefits 
                 under the defined benefit plans for all Key Employees, and 
                 the denominator of which is the sum of the account balances 
                 under the defined contribution plans for all Participants 
                 and the actuarial equivalents of accrued benefits under the 
                 defined benefit plans for all Participants. Both the 
                 numerator and denominator of the top-heavy ratio shall 
                 include any distribution of an account balance or an accrued 
                 benefit made in the five (5)-year period ending on the 
                 determination date and any contribution due to a defined 
                 contribution pension plan but unpaid as of the determination 
                 date. In determining the accrued benefit of a non-Key 
                 Employee who is participating in a plan that is part of a 
                 required aggregation group, the method of determining such 
                 benefit shall be either (i) in accordance with the method, 
                 if any, that uniformly applies for accrual purposes under 
                 all plans maintained by the Employer or any member of the 
                 Employer's related group (within the meaning of Section 
                 2.4(b)), or (ii) if there is no such method, as if such 
                 benefit accrued not more rapidly than the slowest accrual 
                 rate permitted under the fractional accrual rate of Code 
                 Section 411(b)(1)(C).

             (3) For purposes of (1) and (2) above, the value of account 
                 balances and the actuarial equivalents of accrued benefits 
                 shall be determined as of the most recent Valuation Date 
                 that falls within or ends with the twelve (12)-month period 
                 ending on the determination date. The account balances and 
                 accrued benefits of a Participant who is not a Key Employee 
                 but who was a Key Employee in a prior year shall be 
                 disregarded. The accrued benefits and account balances of 
                 Participants who have performed no Hours of Service with any 
                 Employer maintaining the plan for the five (5)-year period 
                 ending on the determination date shall be disregarded. The 
                 calculations of the top-heavy ratio, and the extent to which 
                 distributions, rollovers, and transfers are taken into 
                 account shall be made under Section 416 of the Code and 
                 regulations issued thereunder. Deductible Employee 
                 contributions shall not be taken into account for purposes 
                 of computing the top-heavy ratio. When aggregating plans, 
                 the value of account balances and accrued benefits shall be 
                 calculated with reference to the determination dates that 
                 fall within the same calendar year.

                                      46

<PAGE>

             (4) Definition of terms for Top-Heavy status:

                 (A) "TOP-HEAVY RATIO" shall mean the following:

                     (1) If the Employer maintains one or more defined
                         contribution plans (including any simplified employee
                         pension plan funded with individual retirement accounts
                         or annuities) and the Employer has never maintained any
                         defined benefit plans which have covered or could cover
                         a Participant in this Plan, the top-heavy ratio is a 
                         fraction, the numerator of which is the sum of the 
                         account balances of all Key Employees as of the 
                         determination date (including any part of any 
                         account balance distributed in the five (5)-year 
                         period ending on the determination date), and the 
                         denominator of which is the sum of the account 
                         balances (including any part of any account balance 
                         distributed in the five (5)-year period ending on 
                         the determination date) of all Participants as of 
                         the determination date. Both the numerator and the 
                         denominator shall be increased by any contributions 
                         due but unpaid to a defined contribution pension 
                         plan as of the determination date.

                 (B) "PERMISSIVE AGGREGATION GROUP" shall mean the required 
                     aggregation group of plans plus any other plan or plans 
                     of the Employer which, when considered as a group with 
                     the required aggregation group, would continue to 
                     satisfy the requirements of Section 401(a)(4) and/or 410 
                     of the Code.

                 (C) "REQUIRED AGGREGATION GROUP" shall mean (i) each 
                     qualified plan of the Employer (including any terminated 
                     plan) in which at least one Key Employee participates, 
                     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) and/or 410 of the Code.

                 (D) "DETERMINATION DATE" shall mean, 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, "determination date" shall mean the last day of 
                     that Plan Year.

                 (E) "VALUATION DATE" shall mean the last day of the Plan 
                     Year.

                 (F) Actuarial equivalence shall be based on the interest and 
                     mortality rates utilized to determine actuarial 
                     equivalence when benefits are paid from any defined 
                     benefit plan. If no rates are specified in said plan, 
                     the following shall be utilized: pre- and post-
                     retirement interest -- five percent (5%); post-retirement
                     mortality based on the Unisex Pension (1984) Table as used
                     by the Pension Benefit Guaranty Corporation on 

                                      47

<PAGE>

                     the date of execution hereof.


13.3  ALLOCATION OF EMPLOYER CONTRIBUTIONS FOR A TOP-HEAVY PLAN YEAR.

         (a) Except as otherwise provided below, in any Plan Year in which 
             the Plan is a Top-Heavy Plan, the Employer contributions 
             allocated on behalf of any Participant who is a non-Key Employee 
             shall not be less than the lesser of three percent (3%) of such 
             Participant's compensation (as defined in Section 11.1(b)(2)) or 
             the largest percentage of Employer contributions as a percentage 
             of the Key Employee's Compensation, allocated on behalf of any 
             Key Employee for that Plan Year. This minimum allocation shall 
             be made even though, under other Plan provisions, the 
             Participant would not otherwise be entitled to receive an 
             allocation or would have received a lesser allocation for the 
             Plan Year because of insufficient Employer contributions under 
             Section 4.2 or the Participant's failure to make elective 
             deferrals under Section 4.1.

         (b) The minimum allocation under this Section shall not apply to any 
             Participant who was not employed by the Employer on the last day 
             of the Plan Year.

         (c) The minimum allocation under this Section shall be offset and 
             reduced by any allocation of contributions under Section 4.2, 
             and under any other defined contribution plan (if such 
             contributions are not matching contributions under Code Section 
             401(m)) with a Plan Year ending in the same calendar year as the 
             Valuation Date.

         (d) For purposes of the Plan, a non-Key Employee shall be any 
             Employee or Beneficiary of such Employee, any former Employee, 
             or Beneficiary of such former Employee, who is not or was not a 
             Key Employee during the Plan Year ending on the determination 
             date, nor during the four (4) preceding Plan Years.

         (e) If no defined benefit plan has ever been part of a permissive or 
             required aggregation group of plans of the Employer, the 
             contributions under this step shall be offset by any allocation 
             of contributions under any other defined contribution plan of 
             the Employer with a Plan Year ending in the same calendar year 
             as this Plan's Valuation Date.

         (f) There shall be no duplication of the minimum benefits required 
             under Code Section 416. Benefits shall be provided under defined 
             contribution plans before under defined benefit plans. If a 
             defined benefit plan (active or terminated) is part of the 
             permissive or required aggregation group of plans, the 
             allocation method of subparagraph (a) above shall apply, except 
             that "3%" shall be increased to "5%."

         (g) There shall be no duplication of the minimum benefits required 
             under Code Section 416. Benefits shall be provided under defined 
             contribution plans before defined benefit plans. If a defined 
             benefit plan (active or terminated) is part of the 

                                      48

<PAGE>

             permissive or required aggregation group of plans, and if any 
             Participant in the Plan would have his benefits limited due to the
             application of the Code limitation rule in Section 11.1 in a Plan 
             Year in which the Plan is a Top-Heavy Plan but not a Super Top-
             Heavy Plan, the allocation method of subparagraph (f) above shall 
             apply, except that "5%" shall be increased to "7.5%."

         (h) A Participant shall at all times have a nonforfeitable (vested) 
             right to any minimum allocations made to his Account in any Plan 
             Year in which the Plan is a Top-Heavy Plan pursuant to this 
             Section.

                                      49

<PAGE>

                 ARTICLE FOURTEEN--MISCELLANEOUS PROVISIONS


14.1 PLAN DOES NOT AFFECT EMPLOYMENT. Neither the creation of this Plan, any
amendment thereto, the creation of any fund nor the payment of benefits
hereunder shall be construed as giving any legal or equitable right to any
Employee or Participant against the Employer, its officers or Employees, or
against the Trustee. All liabilities under this Plan shall be satisfied, if at
all, only out of the Trust Fund held by the Trustee. Participation in the Plan
shall not give any Participant any right to be retained in the employ of the
Employer, and the Employer hereby expressly retains the right to hire and
discharge any Employee at any time with or without cause, as if the Plan had not
been adopted, and any such discharged Participant shall have only such rights or
interests in the Trust Fund as may be specified herein.


14.2 SUCCESSOR TO THE EMPLOYER. In the event of the merger, consolidation,
reorganization or sale of assets of the Employer, under circumstances in which a
successor person, firm, or corporation shall carry on all or a substantial part
of the business of the Employer, and such successor shall employ a substantial
number of Employees of the Employer and shall elect to carry on the provisions
of the Plan, such successor shall be substituted for the Employer under the
terms and provisions of the Plan upon the filing in writing with the Trustee of
its election to do so.


14.3  REPAYMENTS TO THE EMPLOYER.  Notwithstanding any provisions of this Plan 
to the contrary:

         (a) Any monies or other Plan assets attributable to any contribution 
             made to this Plan by the Employer because of a mistake of fact 
             shall be returned to the Employer within one (1) year after the 
             date of contribution.

         (b) Any monies or other Plan assets attributable to any contribution 
             made to this Plan by the Employer shall be refunded to the 
             Employer, to the extent such contribution is predicated on the 
             deductibility thereof under the Code and the income tax 
             deduction for such contribution is disallowed. Such amount shall 
             be refunded within one (1) taxable year after the date of such 
             disallowance or within one (1) year of the resolution of any 
             judicial or administrative process with respect to the 
             disallowance. All Employer contributions hereunder are expressly 
             contributed based upon such contributions' deductibility under 
             the Code.

However, the provisions of this Section shall not apply to elective deferrals
made by a Participant under Section 4.1.


14.4 BENEFITS NOT ASSIGNABLE. Except as provided in Section 414(p) of the Code
with respect to "qualified domestic relations orders," the rights of any
Participant or his Beneficiary 

                                      50

<PAGE>

to any benefit or payment hereunder shall not be subject to voluntary or 
involuntary alienation or assignment.

With respect to any "qualified domestic relations order" relating to the Plan,
the Plan shall permit distribution to an alternate payee under such order at any
time, irrespective of whether the Participant has attained his "earliest
retirement age" (within the meaning of Section 414(p)(4)(B) of the Code) under
the Plan. A distribution to an alternate payee prior to the Participant's
attainment of his earliest retirement age shall, however, be available only if
the order specifies distribution at that time or permits an agreement between
the Plan and the alternate payee to authorize an earlier distribution. Nothing
in this paragraph shall, however, give a Participant a right to receive
distribution at a time otherwise not permitted under the Plan nor does it permit
the alternate payee to receive a form of payment not otherwise permitted under
the Plan or under said Section 414(p) of the Code.


14.5 MERGER OF PLANS. In the case of any merger or consolidation of this Plan
with, or transfer of the assets or liabilities of the Plan to, any other plan,
the terms of such merger, consolidation or transfer shall be such that each
Participant would receive (in the event of termination of this Plan or its
successor immediately thereafter) a benefit which is no less than what the
Participant would have received in the event of termination of this Plan
immediately before such merger, consolidation or transfer.


14.6 INVESTMENT EXPERIENCE NOT A FORFEITURE. The decrease in value of any
Account due to adverse investment experience shall not be considered an
impermissible "forfeiture" of any vested balance.


14.7 DISTRIBUTION TO LEGALLY INCAPACITATED. In the event any benefit is payable
to a minor or to a person deemed to be incompetent or to a person otherwise
under legal disability, or who is by sole reason of advanced age, illness, or
other physical or mental incapacity incapable of handling the disposition of his
property, the Administrator, may direct the Trustee to apply all or any portion
of such benefit directly to the care, comfort, maintenance, support, education
or use of such person or to pay or distribute the whole or any part of such
benefit to (a) the spouse of such person, (b) the parent of such person, (c) the
guardian, committee, or other legal representative, wherever appointed, of such
person, (d) the person with whom such person shall reside, (e) any other person
having the care and control of such person, or (f) such person. The receipt of
any such payment or distribution shall be a complete discharge of liability for
Plan obligations.


14.8 CONSTRUCTION. Wherever appropriate, the use of the masculine gender shall
be extended to include the feminine and/or neuter or vice versa; and the
singular form of words shall be extended to include the plural; and the plural
shall be restricted to mean the singular.

                                      51

<PAGE>

14.9 GOVERNING DOCUMENTS. A Participant's rights shall be determined under the
terms of the Plan as in effect at the Participant's date of separation from
Service.


14.10 GOVERNING LAW. The provisions of this Plan shall be construed under the
laws of the state of the situs of the Trust, except to the extent such laws are
preempted by Federal law.


14.11 HEADINGS. The Article headings and Section numbers are included solely for
ease of reference. If there is any conflict between such headings or numbers and
the text of the Plan, the text shall control.


14.12 COUNTERPARTS. This Plan may be executed in any number of counterparts,
each of which shall be deemed an original; said counterparts shall constitute
but one and the same instrument, which may be sufficiently evidenced by any one
counterpart.


14.13 LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN. In the event that all or
any portion of the distribution payable to a Participant or to a Participant's
Beneficiary hereunder shall, at the expiration of five (5) years after it shall
become payable, remain unpaid solely by reason of the inability of the
Administrator to ascertain the whereabouts of such Participant or Beneficiary,
after sending a registered letter, return receipt requested, to the last known
address, and after further diligent effort, the amount so distributable shall be
used to reduce Employer contributions under Article Four. In the event a
Participant or Beneficiary is located subsequent to the reallocation of his
Account balance, such Account balance shall be restored.



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



IN WITNESS WHEREOF, the Employer, by its duly authorized officer, has caused
this Plan to be effective as of the first day of October, 1997.


                                    INSO CORPORATION



                                    By /s/ Bruce G. Hill
                                       ----------------------------
                                       Authorized Officer




                                      52