JOS. A. BANK CLOTHIERS, INC.
                            RETIREMENT & SAVINGS PLAN

                            Plan and Trust Agreement



                             As Amended and Restated
                             Effective April 1, 1994


        Jos. A. Bank Clothiers, Inc. Retirement & Savings Plan and Trust

                 As Amended and Restated Effective April 1, 1994


Jos. A. Bank Clothiers,  Inc. previously established the Jos. A. Bank Clothiers,
Inc.  Retirement  & Savings  Plan for the benefit of eligible  employees  of the
Company and its participating  affiliates.  The Plan is intended to constitute a
qualified  profit  sharing  plan,  as described in Code  section  401(a),  which
includes a qualified cash or deferred arrangement,  as described in Code section
401(k).

The  provisions of this Plan and Trust  relating to the Trustee  constitute  the
trust  agreement  which is entered into by and between  Jos. A. Bank  Clothiers,
Inc. and Wells Fargo Bank, National Association. The Trust is intended to be tax
exempt as described under Code section 501(a).

The Plan constitutes an amendment and restatement of the Jos. A. Bank Clothiers,
Inc. Retirement & Savings Plan which was originally  established effective as of
February 1, 1976, and its related trust agreement.

The Jos. A. Bank  Clothiers,  Inc.  Retirement & Savings Plan and Trust,  as set
forth in this document,  is hereby amended and restated effective as of April 1,
1994.



Date: ____________________, 19___      Jos. A. Bank Clothiers, Inc.
                                       By: ____________________________
                                       Title:


The trust  agreement set forth in those  provisions of this Plan and Trust which
relate to the Trustee is hereby executed.


Date: _____________________, 19___     Wells Fargo Bank, National Association
                                       By: ____________________________
                                       Title:


Date: _____________________, 19___     Wells Fargo Bank, National Association
                                       By: ____________________________
                                       Title:


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



                                TABLE OF CONTENTS



1.       DEFINITIONS.......................................................  1
         -----------

2        ELIGIBILITY.......................................................  8
         -----------
         2.1       Eligibility.............................................  8
         2.2       Ineligible Employees....................................  8
         2.3       Ineligible or Former Participants.......................  8

3        PARTICIPANT CONTRIBUTIONS.........................................  9
         -------------------------
         3.1       Pre-Tax Contribution Election...........................  9
         3.2       Changing a Contribution Election........................  9
         3.3       Revoking and Resuming a Contribution Election...........  9
         3.4       Contribution Percentage Limits..........................  9
         3.5       Refunds When Contribution Dollar Limit Exceeded......... 10
         3.6       Timing, Posting and Tax Considerations.................. 10

4        ROLLOVERS & TRUST-TO-TRUST TRANSFERS.............................. 11
         ------------------------------------
         4.1       Rollovers............................................... 11
         4.2       Transfers From Other Qualified Plans.................... 11

5        EMPLOYER CONTRIBUTIONS............................................ 12
         ----------------------
         5.1       Company Match Contributions............................. 12
         5.2       Company Discretionary Contributions..................... 12
         5.3       Company Additional Contributions........................ 13

6        ACCOUNTING........................................................ 15
         ----------
         6.1       Individual Participant Accounting....................... 15
         6.2       Sweep Account is Transaction Account.................... 15
         6.3       Trade Date Accounting and Investment Cycle.............. 15
         6.4       Accounting for Investment Funds......................... 15
         6.5       Payment of Fees and Expenses............................ 15
         6.6       Accounting for Participant Loans........................ 16
         6.7       Error Correction........................................ 16
         6.8       Participant Statements.................................. 17
         6.9       Special Accounting During Conversion Period............. 17
         6.10      Accounts for QDRO Beneficiaries......................... 17

7        INVESTMENT FUNDS AND ELECTIONS.................................... 18
         ------------------------------
         7.1       Investment Funds........................................ 18
         7.2       Investment Fund Elections............................... 18
         7.3       Responsibility for Investment Choice.................... 18
         7.4       Default if No Election.................................. 18
         7.5       Timing.................................................. 19
         7.6       Investment Fund Election Change Fees.................... 19

8        VESTING & FORFEITURES............................................. 20
         ---------------------
         8.1       Fully Vested Contribution Accounts...................... 20
         8.2       Full Vesting upon Certain Events........................ 20
         8.3       Vesting Schedule........................................ 20
         8.4       Forfeitures............................................. 20
         8.5       Rehired Employees....................................... 21

9        PARTICIPANT LOANS................................................. 22
         -----------------
         9.1       Participant Loans Permitted............................. 22
         9.2       Limitations on Purpose of Participant Loan.............. 22
         9.3       Loan Application, Note and Security..................... 22
         9.4       Spousal Consent......................................... 22
         9.5       Loan Approval........................................... 22
         9.6       Loan Funding Limits..................................... 22
         9.7       Maximum Number of Loans................................. 23
         9.8       Source and Timing of Loan Funding....................... 23
         9.9       Interest Rate........................................... 23
         9.10      Repayment............................................... 23
         9.11      Repayment Hierarchy..................................... 24
         9.12      Repayment Suspension.................................... 24
         9.13      Loan Default............................................ 24
         9.14      Call Feature............................................ 24

10       IN-SERVICE WITHDRAWALS............................................ 25
         ----------------------
         10.1      In-Service Withdrawals Permitted........................ 25
         10.2      In-Service Withdrawal Application and Notice............ 25
         10.3      Spousal Consent......................................... 25
         10.4      In-Service Withdrawal Approval.......................... 25
         10.5      Minimum Amount, Payment Form and Medium................. 25
         10.6      Source and Timing of In-Service Withdrawal
                     Funding............................................... 26
         10.7      Hardship Withdrawals.................................... 26
         10.8      Rollover Account Withdrawals............................ 27
         10.9      Over Age 59 1/2Withdrawals.............................. 28

11       DISTRIBUTIONS ONCE EMPLOYMENT ENDS OR AS REQUIRED BY LAW ......... 29
         ---------------------------------------------------------
         11.1      Benefit Information, Notices and Election............... 29
         11.2      Spousal Consent......................................... 29
         11.3      Payment Form and Medium................................. 29
         11.4      Small Amounts Paid Immediately.......................... 30
         11.5      Source and Timing of Distribution Funding............... 30
         11.6      Deemed Distribution..................................... 30
         11.7      Latest Commencement Permitted........................... 31
         11.8      Payment Within Life Expectancy.......................... 31
         11.9      Incidental Benefit Rule................................. 31
         11.10     Payment to Beneficiary.................................. 31
         11.11     Beneficiary Designation................................. 32
         11.12     QJSA and QPSA Information and Elections ................ 32

12       ADP AND ACP TESTS................................................. 35
         -----------------
         12.1      Contribution Limitation Definitions..................... 35
         12.2      ADP and ACP Tests....................................... 38
         12.3      Correction of ADP and ACP Tests......................... 38
         12.4      Multiple Use Test....................................... 39
         12.5      Correction of Multiple Use Test......................... 39
         12.6      Adjustment for Investment Gain or Loss.................. 39
         12.7      Testing Responsibilities and Required Records........... 39
         12.8      Separate Testing........................................ 40

13       MAXIMUM CONTRIBUTION AND BENEFIT LIMITATIONS...................... 41
         --------------------------------------------
         13.1      "Annual Addition" Defined............................... 41
         13.2      Maximum Annual Addition................................. 41
         13.3      Avoiding an Excess Annual Addition...................... 41
         13.4      Correcting an Excess Annual Addition.................... 41
         13.5      Correcting a Multiple Plan Excess....................... 42
         13.6      "Defined Benefit Fraction" Defined...................... 42
         13.7      "Defined Contribution Fraction" Defined................. 42
         13.8      Combined Plan Limits and Correction..................... 42

14       TOP HEAVY RULES................................................... 43
         ---------------
         14.1      Top Heavy Definitions................................... 43
         14.2      Special Contributions................................... 44
         14.3      Adjustment to Combined Limits for Different
                     Plans................................................. 45

15       PLAN ADMINISTRATION............................................... 46
         -------------------
         15.1      Plan Delineates Authority and Responsibility............ 46
         15.2      Fiduciary Standards..................................... 46
         15.3      Company is ERISA Plan Administrator..................... 46
         15.4      Administrator Duties.................................... 47
         15.5      Advisors May be Retained................................ 47
         15.6      Delegation of Administrator Duties...................... 48
         15.7      Committee Operating Rules............................... 48

16       MANAGEMENT OF INVESTMENTS......................................... 49
         -------------------------
         16.1      Trust Agreement......................................... 49
         16.2      Investment Funds........................................ 49
         16.3      Authority to Hold Cash.................................. 49
         16.4      Trustee to Act Upon Instructions........................ 50
         16.5      Administrator Has Right to
                     Vote Registered Investment Company Shares............. 50
         16.6      Custom Fund Investment Management ...................... 50
         16.7      Authority to Segregate Assets........................... 51

17       TRUST ADMINISTRATION.............................................. 52
         --------------------
         17.1      Trustee to Construe Trust............................... 52
         17.2      Trustee To Act As Owner of Trust Assets................. 52
         17.3      United States Indicia of Ownership...................... 52
         17.4      Tax Withholding and Payment............................. 53
         17.5      Trustee Duties and Limitations.......................... 53
         17.6      Trust Accounting........................................ 53
         17.7      Valuation of Certain Assets............................. 54
         17.8      Legal Counsel........................................... 54
         17.9      Fees and Expenses....................................... 54

18       RIGHTS, PROTECTION, CONSTRUCTION AND JURISDICTION................. 55
         -------------------------------------------------
         18.1      Plan Does Not Affect Employment Rights.................. 55
         18.2      Limited Return of Contributions......................... 55
         18.3      Assignment and Alienation............................... 55
         18.4      Facility of Payment..................................... 56
         18.5      Reallocation of Lost Participant's Accounts............. 56
         18.6      Claims Procedure........................................ 56
         18.7      Construction............................................ 57
         18.8      Jurisdiction and Severability........................... 57
         18.9      Indemnification by Employer............................. 57

19       AMENDMENT, MERGER AND TERMINATION................................. 58
         ---------------------------------
         19.1      Amendment............................................... 58
         19.2      Merger.................................................. 58
         19.3      Plan Termination........................................ 58
         19.4      Termination of Employer's Participation................. 59
         19.5      Replacement of the Trustee.............................. 59
         19.6      Final Settlement and Accounting of Trustee.............. 59

APPENDIX A - INVESTMENT FUNDS.............................................. 61

APPENDIX B - PAYMENT OF PLAN FEES AND EXPENSES............................. 62

APPENDIX C - LOAN INTEREST RATE............................................ 63


1        DEFINITIONS

         When  capitalized,  the  words and  phrases  below  have the  following
         meanings unless different meanings are clearly required by the context:

         1.1      "Account".  The records  maintained for purposes of accounting
                  for a Participant's  interest in the Plan. "Account" may refer
                  to  one  or all of the  following  accounts  which  have  been
                  created on behalf of a Participant  to hold specific  types of
                  Contributions under the Plan:

                  (a)      "Pre-Tax Account". An account created to hold Pre-Tax
                           Contributions.

                  (b)      "Rollover  Account".   An  account  created  to  hold
                           Rollover Contributions.

                  (c)      "Company Match  Account".  An account created to hold
                           Company Match Contributions.

                  (d)      "Company  Discretionary  Account". An account created
                           to hold Company Discretionary Contributions.

                  (e)      "Company Additional  Account".  An account created to
                           hold Company Additional Contributions.

         1.2      "ACP" or "Average  Contribution  Percentage".  The  percentage
                  calculated in accordance with Section 12.1.

         1.3      "Administrator".  The  Company,  which may  delegate  all or a
                  portion of the duties of the Administrator under the Plan to a
                  Committee in accordance with Section 15.6.

         1.4      "ADP"  or  "Average  Deferral   Percentage".   The  percentage
                  calculated in accordance with Section 12.1.

         1.5      "Beneficiary".  The  person  or  persons  who  is  to  receive
                  benefits  after the death of the  Participant  pursuant to the
                  "Beneficiary  Designation"  paragraph  in Section  11, or as a
                  result of a QDRO.

         1.6      "Break in Service". The end of five consecutive Plan Years (or
                  six consecutive  Plan Years if absence from employment was due
                  to a Parental  Leave) for which a Participant is credited with
                  no Hours of Service.

         1.7      "Code".  The  Internal  Revenue  Code  of  1986,  as  amended.
                  Reference to any  specific  Code  section  shall  include such
                  section, any valid regulation promulgated thereunder,  and any
                  comparable  provision  of  any  future  legislation  amending,
                  supplementing or superseding such section.

         1.8      "Committee".  If  applicable,  the  committee  which  has been
                  appointed by the  Company to administer the Plan in accordance
                  with Section 15.6.

         1.9      "Company".  Jos. A. Bank  Clothiers,  Inc. or any successor by
                  merger, purchase or otherwise.

         1.10     "Compensation".  The sum of a Participant's Taxable Income and
                  salary  reductions,  if any,  pursuant to Code  sections  125,
                  402(e)(3), 402(h), 403(b), 414(h)(2) or 457.

                  For  purposes  of   determining   benefits  under  this  Plan,
                  Compensation  is limited to $200,000  (as indexed for the cost
                  of living pursuant to Code sections 401(a)(17) and 415(d)) per
                  Plan Year.  For purposes of  determining  benefits  under this
                  Plan  for  Plan  Years  beginning  after  December  31,  1993,
                  Compensation  is limited to $150,000  (as indexed for the cost
                  of living pursuant to Code sections 401(a)(17) and 415(d)) per
                  Plan Year.

                  For purposes of the preceding sentences, in the case of an HCE
                  who is a 5%  Owner  or one of the 10 most  highly  compensated
                  Employees,  (i) such  HCE and  such  HCE's  family  group  (as
                  defined  below) shall be treated as a single  employee and the
                  Compensation  of each family group member shall be  aggregated
                  with the  Compensation of such HCE, and (ii) the limitation on
                  Compensation  shall be allocated among such HCE and his or her
                  family  group  members  in  proportion  to  each  individual's
                  Compensation  before the  application  of this  sentence.  For
                  purposes of this Section,  the term "family  group" shall mean
                  an  Employee's  spouse  and  lineal  descendants  who have not
                  attained age 19 before the close of the year in question.

                  For  the  purpose  of  determining  HCEs  and  key  employees,
                  Compensation  for the entire Plan Year shall be used.  For the
                  purpose  of  determining  ADP and ACP,  Compensation  shall be
                  limited  to  amounts  paid  to an  Eligible  Employee  while a
                  Participant.

         1.11     "Contribution".  An  amount  contributed  to the  Plan  by the
                  Employer   or  an  Eligible   Employee,   and   allocated   by
                  contribution type to Participants'  Accounts,  as described in
                  Section 1.1. Specific types of contribution include:

                  (a)      "Pre-Tax Contribution".  An amount contributed by the
                           Employer  on  an  eligible  Participant's  behalf  in
                           conjunction with a Participant's  Code section 401(k)
                           salary deferral election.

                  (b)      "Rollover Contribution".  An amount contributed by an
                           Eligible   Employee  which  originated  from  another
                           employer's qualified plan.

                  (c)      "Company Match  Contribution".  An amount contributed
                           by the Employer on an eligible  Participant's  behalf
                           based upon the  amount  contributed  by the  eligible
                           Participant.

                  (d)      "Company   Discretionary  Contribution".   An  amount
                           contributed    by   the   Employer  on   an  eligible
                           Participant's behalf and allocated  on  a  pay  based
                           formula to the Participant.

                  (e)      "Company   Additional   Contribution".    An   amount
                           contributed   by   the   Employer   on  an   eligible
                           Participant's behalf which is fully vested.

         1.12     "Contribution  Dollar Limit".  The annual limit placed on each
                  Participant's  Pre- Tax  Contributions,  which shall be $7,000
                  per calendar year (as indexed for the cost of living  pursuant
                  to Code section  402(g)(5)  and 415(d)).  For purposes of this
                  Section, a Participant's  Pre-Tax  Contributions shall include
                  (i) any Employer contribution made under any qualified cash or
                  deferred  arrangement as defined in Code section 401(k) to the
                  extent not  includible  in gross  income for the taxable  year
                  under  Code  section  402(e)(3)  or  402(h)(1)(B)  (determined
                  without regard to Code section 402(g)),  and (ii) any Employer
                  contribution  to  purchase  an  annuity  contract  under  Code
                  section 403(b) under a salary reduction  agreement (within the
                  meaning of Code section 3121(a)(5)(D)).

         1.13     "Direct  Rollover".  A  payment  from the Plan to an  Eligible
                  Retirement Plan specified by a Distributee.

         1.14     "Disability".  A Participant's total and permanent,  mental or
                  physical disability  resulting in termination of employment as
                  evidenced by presentation of medical evidence  satisfactory to
                  the Administrator.

         1.15     "Distributee".  An Employee or former Employee,  the surviving
                  spouse  of an  Employee  or  former  Employee  and a spouse or
                  former spouse of an Employee or former Employee  determined to
                  be an alternate payee under a QDRO.

         1.16     "Effective Date". April 1, 1994, unless stated otherwise.  The
                  date  upon  which  the  provisions  of  this  document  become
                  effective.  In general,  the  provisions of this document only
                  apply  to  Participants  who are  Employees  on or  after  the
                  Effective   Date.   However,   investment   and   distribution
                  provisions apply to all Participants  with Account balances to
                  be invested or distributed after the Effective Date.

         1.17     "Eligible  Employee".  An Employee of an Employer,  except any
                  Employee:

                  (a)      whose  compensation  and conditions of employment are
                           covered by a collective bargaining agreement to which
                           an Employer is a party unless the agreement calls for
                           the Employee's participation in the Plan; or

                  (b)      who is treated as an Employee  because he or she is a
                           Leased Employee.

         1.18     "Eligible  Retirement Plan". An individual  retirement account
                  described in Code section  408(a),  an  individual  retirement
                  annuity  described  in Code  section  408(b),  an annuity plan
                  described  in  Code  section  403(a),  or  a  qualified  trust
                  described in Code section 401(a), that accepts a Distributee's
                  Eligible Rollover Distribution,  except that with regard to an
                  Eligible  Rollover  Distribution  to a  surviving  spouse,  an
                  Eligible  Retirement Plan is an individual  retirement account
                  or individual retirement annuity.

         1.19     "Eligible Rollover Distribution". A distribution of all or any
                  portion  of  the  balance  to  the  credit  of a  Distributee,
                  excluding  a   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 a
                  Distributee or the joint lives (or joint life expectancies) of
                  a Distributee and the Distributee's designated Beneficiary, or
                  for a specified period of ten years or more; a distribution to
                  the extent such  distribution  is required  under Code section
                  401(a)(9);  and  the  portion  of a  distribution  that is not
                  includible in gross income  (determined  without regard to the
                  exclusion  for net  unrealized  appreciation  with  respect to
                  Employer securities).

         1.20     "Employee". An individual who is:

                  (a)      directly employed by any Related Company and for whom
                           any  income  for  such   employment   is  subject  to
                           withholding of income or social security taxes, or

                  (b)      a Leased Employee.

         1.21     "Employer".  The Company and any  Subsidiary  or other Related
                  Company of either the  Company or a  Subsidiary  which  adopts
                  this Plan with the approval of the Company.

         1.22     "ERISA".  The Employee Retirement Income Security Act of 1974,
                  as amended.  Reference to any specific  section  shall include
                  such section, any valid regulation promulgated thereunder, and
                  any comparable  provision of any future legislation  amending,
                  supplementing or superseding such section.

         1.23     "Forfeiture  Account". An account holding amounts forfeited by
                  Participants who have left the Employer,  invested in interest
                  bearing  deposits  of  the  Trustee,  pending  disposition  as
                  provided  in  this  Plan  and  Trust  and as  directed  by the
                  Administrator.

         1.24     "HCE" or "Highly Compensated Employee".  An Employee described
                  as a Highly Compensated Employee in Section 12.

         1.25     "Hour of Service". Each hour for which an Employee is entitled
                  to:

                  (a)      payment for the performance of duties for any Related
                           Company;

                  (b)      payment  from  any  Related  Company  for any  period
                           during which no duties are performed (irrespective of
                           whether the employment  relationship  has terminated)
                           due  to  vacation,   holiday,  sickness,   incapacity
                           (including  disability),  layoff,  leave of  absence,
                           jury duty or military service;

                  (c)      back pay,  irrespective of mitigation of damages,  by
                           award or  agreement  with any  Related  Company  (and
                           these  hours shall be credited to the period to which
                           the agreement pertains); or

                  (d)      no payment,  but is on a Leave of Absence  (and these
                           hours  shall  be  based  upon  his  or  her  normally
                           scheduled  hours  per week or a 40 hour week if there
                           is no regular schedule).

                  The crediting of hours for which no duties are performed shall
                  be in accordance with Department of Labor regulation  sections
                  2530.200b-2(b) and (c). Actual hours shall be used whenever an
                  accurate  record  of hours  are  maintained  for an  Employee.
                  Otherwise, an equivalent number of hours shall be credited for
                  each payroll  period in which the  Employee  would be credited
                  with at least 1 hour. The payroll period  equivalencies are 45
                  hours weekly, 90 hours biweekly,  95 hours semimonthly and 190
                  hours monthly.

                  Hours credited prior to a Break in Service are included.

                  An Employee's  service with a predecessor or acquired  company
                  shall only be counted in the determination of his or her Hours
                  of Service for eligibility  and/or vesting purposes if (1) the
                  Company  directs that credit for such  service be granted,  or
                  (2) a qualified plan of the predecessor or acquired company is
                  subsequently maintained by any Employer or Related Company.

         1.26     "Ineligible".  The Plan  status of an  individual  during  the
                  period  in which  he or she is (1) an  Employee  of a  Related
                  Company  which is not then an Employer,  (2) an Employee,  but
                  not an Eligible Employee, or (3) not an Employee.

         1.27     "Investment  Fund" or "Fund".  An investment fund as described
                  in  Section  16.2.  The  Investment  Funds  authorized  by the
                  Administrator  to be  offered  as of  the  Effective  Date  to
                  Participants and Beneficiaries are as set forth in Appendix A.

         1.28     "Leased  Employee".  An  individual  who  is  deemed  to be an
                  employee  of any Related  Company as provided in Code  section
                  414(n) or (o).

         1.29     "Leave of Absence".  A period  during which an  individual  is
                  deemed  to  be  an   Employee,   but  is  absent  from  active
                  employment, provided that the absence:

                  (a)      was authorized by a Related Company; or

                  (b)      was due to  military  service  in the  United  States
                           armed  forces  and the  individual  returns to active
                           employment  within the period  during which he or she
                           retains employment rights under federal law.

         1.30     "NHCE"  or  "Non-Highly  Compensated  Employee".  An  Employee
                  described as a Non-Highly Compensated Employee in Section 12.

         1.31     "Normal  Retirement  Date".  The  later of the date on which a
                  Participant  attains age 65 or completes five Years of Vesting
                  Service.

         1.32     "Owner".  A person with an ownership  interest in the capital,
                  profits,  outstanding  stock  or  voting  power  of a  Related
                  Company  within the meaning of Code  section 318 or 416 (which
                  exclude indirect ownership through a qualified plan).

         1.33     "Parental Leave". The period of absence from work by reason of
                  pregnancy,  the birth of an Employee's child, the placement of
                  a child  with the  Employee  in  connection  with the  child's
                  adoption,  or caring for such child immediately after birth or
                  placement as described in Code section 410(a)(5)(E).

         1.34     "Participant".  An Eligible Employee who begins to participate
                  in the Plan after  completing the eligibility  requirements as
                  described  in  Section  2.1.  A  Participant's   participation
                  continues  until  his  or  her  employment  with  all  Related
                  Companies  ends  and  his or her  Account  is  distributed  or
                  forfeited.

         1.35     "Pay". All cash  compensation  paid to an Eligible Employee by
                  an Employer while a Participant during the current period.

                  Pay is neither increased nor decreased by any salary credit or
                  reduction  pursuant to Code sections 125 or 402(e)(3).  Pay is
                  limited  to  $200,000  (as  indexed  for the  cost  of  living
                  pursuant  to Code  sections  401(a)(17)  and  415(d)) per Plan
                  Year.  Pay is limited to $150,000  (as indexed for the cost of
                  living  pursuant to Code sections  401(a)(17)  and 415(d)) per
                  Plan Year  effective for Plan Years  beginning  after December
                  31, 1993.

         1.36     "Plan". The Jos. A. Bank Clothiers,  Inc. Retirement & Savings
                  Plan set forth in this document, as from time to time amended.

         1.37     "Plan  Year".  The  annual  accounting  period of the Plan and
                  Trust which ends on each June 30.

         1.38     "QDRO". A domestic relations order which the Administrator has
                  determined to be a qualified  domestic  relations order within
                  the meaning of Code section 414(p).

         1.39     "Related Company". With respect to any Employer, that Employer
                  and any corporation, trade or business which is, together with
                  that  Employer,  a  member  of the  same  controlled  group of
                  corporations,  a trade or business under common control, or an
                  affiliated  service  group  within the meaning of Code section
                  414(b), (c), (m) or (o).

         1.40     "Settlement  Date".  For each Trade Date,  the Trustee's  next
                  business day.

         1.41     "Spousal Consent".  The written consent given by a spouse to a
                  Participant's  election  or  waiver  of  a  specified  form of
                  benefit,  including   a  loan  or  in-service  withdrawal,  or
                  Beneficiary   designation.    The   spouse's   consent    must
                  acknowledge  the  effect  on  the  spouse of the Participant's
                  election,  waiver or designation and  be  duly  witnessed by a
                  Plan  representative or notary public.  Spousal Consent  shall
                  be valid  only with  respect  to  the  spouse  who  signs  the
                  Spousal  Consent and  only  for the particular  choice made by
                  the Participant which requires Spousal Consent.  A Participant
                  may revoke (without Spousal Consent) a prior  election, waiver
                  or  designation  that  required  Spousal  Consent  at any time
                  before  payments   begin.    Spousal   Consent  also  means  a
                  determination by the Administrator  that  there  is no spouse,
                  the spouse cannot be located,  or such other  circumstances as
                  may be established by applicable law.

         1.42     "Subsidiary".  A company which is 50% or more owned,  directly
                  or indirectly, by the Company.

         1.43     "Sweep Account".  The subsidiary  Account for each Participant
                  through  which  all  transactions  are  processed,   which  is
                  invested in interest bearing deposits of the Trustee.

         1.44     "Sweep  Date".  The  cut  off  date  and  time  for  receiving
                  instructions  for  transactions  to be  processed  on the next
                  Trade Date.

         1.45     "Taxable  Income".  Compensation in the amount reported by the
                  Employer as "Wages,  tips, other compensation" on Form W-2, or
                  any successor method of reporting under Code section 6041(d).

         1.46     "Trade Date". Each day the Investment Funds are valued,  which
                  is normally every day the assets of such Funds are traded.

         1.47     "Trust".  The legal entity created by those provisions of this
                  document which relate to the Trustee. The Trust is part of the
                  Plan and holds the Plan  assets  which  are  comprised  of the
                  aggregate  of   Participants'   Accounts  and  the  Forfeiture
                  Account.

         1.48     "Trustee". Wells Fargo Bank, National Association.

         1.49     "Year of  Vesting  Service".  A 12  consecutive  month  period
                  ending on the last day of a Plan Year in which an  Employee is
                  credited with at least 1,000 Hours of Service.

                  Years of Vesting Service shall include service  credited prior
                  to February 1, 1976.

2        ELIGIBILITY

         2.1       Eligibility

                   All  Participants  as of April 1, 1994 shall  continue  their
                   eligibility  to  participate.  Each other  Eligible  Employee
                   shall  become a  Participant  on the first July 1, October 1,
                   January 1 or April 1 after the date he or she  completes a 12
                   month eligibility  period in which he or she is credited with
                   at least  1,000 Hours of  Service.  The  initial  eligibility
                   period begins on the date an Employee  first performs an Hour
                   of Service.  Subsequent  eligibility  periods  begin with the
                   start of each Plan  Year  beginning  after the first  Hour of
                   Service is performed.

         2.2       Ineligible Employees

                   If an Employee completes the above eligibility  requirements,
                   but is Ineligible at the time  participation  would otherwise
                   begin  (if he or she were not  Ineligible),  he or she  shall
                   become a Participant on the first subsequent date on which he
                   or she is an Eligible Employee.

         2.3       Ineligible or Former Participants

                   A  Participant  may not make or share in Plan  Contributions,
                   nor  generally  be eligible  for a new Plan loan,  during the
                   period he or she is Ineligible,  but he or she shall continue
                   to  participate  for  all  other   purposes.   An  Ineligible
                   Participant or former Participant shall automatically  become
                   an active  Participant on the date he or she again becomes an
                   Eligible Employee.

3        PARTICIPANT CONTRIBUTIONS

         3.1       Pre-Tax Contribution Election

                   Upon becoming a Participant,  an Eligible  Employee may elect
                   to reduce  his or her Pay by an amount  which does not exceed
                   the Contribution Dollar Limit, within the limits described in
                   the Contribution  Percentage Limits paragraph of this Section
                   3,  and  have  such  amount  contributed  to the  Plan by the
                   Employer as a Pre-Tax  Contribution.  The  election  shall be
                   made as a whole  percentage  of Pay in such  manner  and with
                   such advance notice as prescribed by the Administrator. In no
                   event shall an  Employee's  Pre-Tax  Contributions  under the
                   Plan and all other plans,  contracts or  arrangements  of all
                   Related  Companies exceed the  Contribution  Dollar Limit for
                   the Employee's taxable year beginning in the Plan Year.

         3.2       Changing a Contribution Election

                   A Participant  who is an Eligible  Employee may change his or
                   her Pre-Tax  Contribution  election as of any July 1, October
                   1,  January 1 or April 1 in such manner and with such advance
                   notice  as  prescribed  by  the  Administrator.  The  changed
                   percentage shall become effective with the first payroll paid
                   after  such   date.   Participants'   Contribution   election
                   percentages  shall  automatically  apply to Pay  increases or
                   decreases.

         3.3       Revoking and Resuming a Contribution Election

                   A Participant may revoke his or her Contribution  election at
                   any time in such  manner  and with  such  advance  notice  as
                   prescribed by the  Administrator,  and such election shall be
                   effective with the first payroll paid after such date.

                   A  Participant  may  resume  Contributions  by  making  a new
                   Contribution election at the same time in which a Participant
                   may  change  his or her  election,  but no  earlier  than six
                   months   after  the  date  he  or  she  revoked  his  or  her
                   Contribution  election,in  such manner and with such  advance
                   notice as prescribed by the Administrator,  and such election
                   shall be  effective  with the first  payroll  paid after such
                   date.

         3.4       Contribution Percentage Limits

                   The Administrator may establish and change from time to time,
                   without  the  necessity  of  amending  this  Plan  and  Trust
                   document,  the minimum,  if applicable,  and maximum  Pre-Tax
                   Contribution  percentages,  prospectively or  retrospectively
                   (for  the  current  Plan  Year),  for  all  Participants.  In
                   addition,   the   Administrator   may   establish  any  lower
                   percentage  limits for  Highly  Compensated  Employees  as it
                   deems  necessary.  As  of  the  Effective  Date,  the Pre-Tax
                   Contribution maximum percentage is 15%.

                   Irrespective of  the limits  that may be established  by  the
                   Administrator in accordance with this paragraph,  in no event
                   shall the contributions made by or on behalf of a Participant
                   for a Plan Year  exceed  the  maximum  allowable  under  Code
                   section 415.

         3.5       Refunds When Contribution Dollar Limit Exceeded

                   A Participant who makes Pre-Tax  Contributions for a calendar
                   year to this and any  other  qualified  defined  contribution
                   plan in excess of the  Contribution  Dollar  Limit may notify
                   the  Administrator in writing by the following March 1 (or as
                   late as April 14 if  allowed  by the  Administrator)  that an
                   excess has occurred.  In this event, the amount of the excess
                   specified by the Participant, adjusted for investment gain or
                   loss,  shall be  refunded to him or her by April 15 and shall
                   not be included as an Annual  Addition under Code section 415
                   for  the  year   contributed.   Refunds   shall  not  include
                   investment gain or loss for the period between the end of the
                   applicable  Plan  Year  and  the  date of  distribution.  Any
                   Company Match  Contributions  attributable to refunded excess
                   Pre-Tax  Contributions  as described in this Section shall be
                   deemed a Contribution made by reason of a mistake of fact and
                   removed from the Participant's Account.

         3.6       Timing, Posting and Tax Considerations

                   Participants'    Contributions,     other    than    Rollover
                   Contributions,  may only be made through  payroll  deduction.
                   Such amounts  shall be paid to the Trustee in cash and posted
                   to each Participant's  Account(s) as soon as such amounts can
                   reasonably be separated  from the  Employer's  general assets
                   and balanced  against the  specific  amount made on behalf of
                   each Participant. In no event, however, shall such amounts be
                   paid to the Trustee  more than 90 days after the date amounts
                   are deducted from a Participant's Pay. Pre-Tax  Contributions
                   shall be treated as employer contributions in determining tax
                   deductions under Code section 404(a).

4        ROLLOVERS & TRUST-TO-TRUST TRANSFERS

         4.1      Rollovers

                  The  Administrator  may  authorize  the  Trustee  to  accept a
                  rollover  contribution  in cash,  within  the  meaning of Code
                  section 402(c) or 408(d)(3)(A)(ii),  directly from an Eligible
                  Employee or as a Direct  Rollover from another  qualified plan
                  on  behalf  of  the  Eligible  Employee,  if  he or  she  is a
                  Participant.  The Employee shall be responsible for furnishing
                  satisfactory  evidence,  in such manner as  prescribed  by the
                  Administrator,  that  the  amount  is  eligible  for  rollover
                  treatment.  A rollover  contribution received directly from an
                  Eligible  Employee  must be paid to the Trustee in cash within
                  60 days after the date received by the Eligible  Employee from
                  a qualified  plan or conduit  individual  retirement  account.
                  Contributions  described in this paragraph  shall be posted to
                  the  applicable  Employee's  Rollover  Account  as of the date
                  received by the Trustee.

                  If it is later determined that an amount contributed  pursuant
                  to the above  paragraph  did not in fact qualify as a rollover
                  contribution  under Code section  402(c) or  408(d)(3)(A)(ii),
                  the balance credited to the Employee's  Rollover Account shall
                  immediately be (1) segregated from all other Plan assets,  (2)
                  treated as a  nonqualified  trust  established  by and for the
                  benefit of the Employee,  and (3) distributed to the Employee.
                  Any such nonqualifying  rollover shall be deemed never to have
                  been a part of the Plan.

         4.2      Transfers From Other Qualified Plans

                  The  Administrator  may instruct the Trustee to receive assets
                  in cash or in kind directly from another  qualified  plan. The
                  Trustee may refuse the receipt of any transfer if:

                  (a)      the Trustee finds the in-kind assets unacceptable;

                  (b)      instructions  for  posting  amounts to  Participants'
                           Accounts are incomplete;

                  (c)      any  amounts  are  not   exempted  by  Code   section
                           401(a)(11)(B)  from the annuity  requirements of Code
                           section 417; or

                  (d)      any  amounts  include  benefits   protected  by  Code
                           section  411(d)(6) which would not be preserved under
                           applicable Plan provisions.

                   Such amounts shall be posted to the  appropriate  Accounts of
                   Participants as of the date received by the Trustee.

5        EMPLOYER CONTRIBUTIONS

         5.1      Company Match Contributions

                  (a)      Frequency  and  Eligibility.  For each quarter of the
                           Plan Year,  the  Employer  shall make  Company  Match
                           Contributions   as   described   in   the   following
                           Allocation   Method   paragraph  on  behalf  of  each
                           Participant who contributed during the period.

                  (b)      Allocation  Method.  The Company Match  Contributions
                           (including any Forfeiture  Account amounts applied as
                           Company  Match   Contributions   in  accordance  with
                           Section  8.4) for each period shall total 50% of each
                           eligible  Participant's Pre-Tax Contributions for the
                           period,  provided that no Company Match Contributions
                           (and Forfeiture  Account amounts) shall be made based
                           upon a Participant's Contributions in excess of 3% of
                           his or her  Pay.  The  Employer  may  change  the 50%
                           matching  rate  or  the 3% of  considered  Pay to any
                           other   percentages,   including  0%,   generally  by
                           notifying eligible Participants in sufficient time to
                           adjust  their  Contribution  elections  prior  to the
                           start of the  period  for which  the new  percentages
                           apply.

                  (c)      Timing,  Medium and Posting.  The Employer shall make
                           each period's  Company Match  Contribution in cash as
                           soon  as  is   feasible,   and  not  later  than  the
                           Employer's   federal  tax  filing   date,   including
                           extensions,  for  deducting  such  Contribution.  The
                           Trustee shall post such amount to each  Participant's
                           Company  Match  Account  once the total  Contribution
                           received  has  been  balanced  against  the  specific
                           amount to be credited to each  Participant's  Company
                           Match Account.

         5.2      Company Discretionary Contributions

                  (a)      Frequency and  Eligibility.  For each Plan Year,  the
                           Employer    may   make   a   Company    Discretionary
                           Contribution on behalf of each Participant who:

                           (1)      was an Eligible  Employee on the last day of
                                    the period, and

                           (2)      was  credited  with at least  1,000 Hours of
                                    Service for the Plan Year.

                           In  addition,  such  Contributions  shall  be made on
                           behalf of each  Participant who met the  requirements
                           of (2) but who ceased  being an  Employee  during the
                           period  after  having  attained  his  or  her  Normal
                           Retirement   Date,   or  by  reason  of  his  or  her
                           Disability or death.

                  (b)      Allocation   Method.   The   Company    Discretionary
                           Contribution  for each period,  shall be in an amount
                           up to the greater of (i) the percentage  equal to the
                           tax rate under Code section  3111(a) for the calendar
                           year  which  includes  the first day of the Plan Year
                           and which is  attributable  to old-age  insurance  or
                           (ii)  5.7%,   as   determined  by  the  Employer  and
                           allocated  among  eligible   Participants  in  direct
                           proportion  to their Pay and an identical  percentage
                           of  each  eligible   Participant's  Excess  Pay.  The
                           remaining  amount,  if any,  shall  be  allocated  in
                           direct proportion to each eligible Participant's Pay.
                           Excess Pay for this purpose  shall mean Pay in excess
                           of the  Social  Security  Taxable  Wage  Base for the
                           calendar  year  which  includes  the first day of the
                           Plan Year.

                  (c)      Timing,  Medium and Posting.  The Employer shall make
                           each period's Company  Discretionary  Contribution in
                           cash as soon as is  feasible,  and not later than the
                           Employer's   federal  tax  filing   date,   including
                           extensions,  for  deducting  such  Contribution.  The
                           Trustee shall post such amount to each  Participant's
                           Company   Discretionary   Account   once  the   total
                           Contribution  received has been balanced  against the
                           specific amount to be credited to each  Participant's
                           Company Discretionary Account.

         5.3      Company Additional Contributions

                  (a)      Frequency and  Eligibility.  For each Plan Year,  the
                           Employer may make a Company  Additional  Contribution
                           on behalf  of each  Non-Highly  Compensated  Employee
                           Participant who contributed during the period and was
                           an Eligible Employee on the last day of the period.

                           In  addition,  such  Contributions  shall  be made on
                           behalf  of  each  Non-  Highly  Compensated  Employee
                           Participant who contributed during the period and who
                           ceased  being an  Employee  during the  period  after
                           having attained his or her Normal Retirement Date, or
                           by reason of his or her Disability or death.

                  (b)      Allocation    Method.    The    Company    Additional
                           Contribution  for each  period  shall be in an amount
                           determined  by  the  Employer  and  allocated   among
                           eligible Participants as follows:

                           (1)      to  the   extent  the   Company   Additional
                                    Contributions  are treated as Deferrals,  as
                                    such term is  defined in  Section  12.1,  in
                                    direct    proportion    to   each   eligible
                                    Participant's  Pay,  subject  to  a  maximum
                                    dollar  amount which may be  contributed  on
                                    behalf of any  Participant  as determined by
                                    the Administrator, and

                           (2)      to  the   extent  the   Company   Additional
                                    Contributions  are treated as Contributions,
                                    as such term is defined in Section  12.1, as
                                    a percentage of each eligible  Participant's
                                    Pre-Tax Contributions,  subject to a maximum
                                    dollar  amount which may be  contributed  on
                                    behalf of any  Participant  as determined by
                                    the Administrator.

                  (c)      Timing,  Medium and Posting.  The Employer shall make
                           each period's Company Additional Contribution in cash
                           as  soon  as is  feasible,  and not  later  than  the
                           Employer's   federal  tax  filing   date,   including
                           extensions,    for   deducting   such   contribution.
                           Notwithstanding, for purposes of satisfying the tests
                           described   in   Sections   12.2  and  12.4   Company
                           Additional  Contributions must be made before the end
                           of the  Plan  Year  following  the  Plan  Year  being
                           tested.  The  Trustee  shall post such amount to each
                           Participant's Company Additional Contribution Account
                           once  the  total   Contribution   received  has  been
                           balanced  against the specific  amount to be credited
                           to each Participant's Company Additional Contribution
                           Account.

6        ACCOUNTING

         6.1      Individual Participant Accounting

                  The Administrator shall maintain an individual set of Accounts
                  for each Participant in order to reflect  transactions both by
                  type  of  Contribution   and  investment   medium.   Financial
                  transactions  shall be accounted for at the individual Account
                  level by posting each  transaction to the appropriate  Account
                  of each affected Participant. Participant Account values shall
                  be  maintained  in  shares  for the  Investment  Funds  and in
                  dollars for their Sweep and Participant loan Accounts.  At any
                  point in time, the Account value shall be determined using the
                  most recent Trade Date values provided by the Trustee.

         6.2      Sweep Account is Transaction Account

                  All  transactions  related to amounts being  contributed to or
                  distributed  from the Trust  shall be posted to each  affected
                  Participant's  Sweep  Account.  Any  amount  held in the Sweep
                  Account  will be credited  with  interest up until the date on
                  which it is removed from the Sweep Account.

         6.3      Trade Date Accounting and Investment Cycle

                  Participant  Account  values  shall be  determined  as of each
                  Trade Date. For any  transaction to be processed as of a Trade
                  Date,   the  Trustee   must  receive   instructions   for  the
                  transaction by the Sweep Date. Such  instructions  shall apply
                  to amounts  held in the Account on that Sweep Date.  Financial
                  transactions  of the  Investment  Funds  shall  be  posted  to
                  Participants'  Accounts as of the Trade  Date,  based upon the
                  Trade Date values provided by the Trustee,  and settled on the
                  Settlement Date.

         6.4      Accounting for Investment Funds

                  Investments  in each  Investment  Fund shall be  maintained in
                  shares.  The Trustee is responsible  for determining the share
                  values of each  Investment  Fund as of each Trade Date. To the
                  extent  an   Investment   Fund  is  comprised  of   collective
                  investment funds of the Trustee, or any other fiduciary to the
                  Plan, the share values shall be determined in accordance  with
                  the rules governing such collective  investment  funds,  which
                  are incorporated  herein by reference.  All other share values
                  shall be  determined  by the Trustee.  The share value of each
                  Investment Fund shall be based on the fair market value of its
                  underlying assets.

         6.5      Payment of Fees and Expenses

                  Except to the extent Plan fees and expenses related to Account
                  maintenance,  transaction  and Investment  Fund management and
                  maintenance,  as set  forth  below,  are paid by the  Employer
                  directly,  or indirectly,  through the  Forfeiture  Account as
                  directed by the Administrator, such fees and expenses shall be
                  paid as set forth below.  The Employer may pay a lower portion
                  of  the  fees  and  expenses  allocable  to  the  Accounts  of
                  Participants who are no longer Employees.

                  (a)      Account  Maintenance:  Account  maintenance  fees and
                           expenses,   may  include  but  are  not  limited  to,
                           administrative,  Trustee,  government  annual  report
                           preparation, audit, legal, nondiscrimination testing,
                           and  fees for any  other  special  services.  Account
                           maintenance  fees shall be charged to Participants on
                           a per  Participant  basis  provided that no fee shall
                           reduce a Participant's Account balance below zero.

                  (b)      Transaction:   Transaction  fees  and  expenses,  may
                           include but are not limited  to,  recurring  payment,
                           Investment   Fund  election  change  and  loan  fees.
                           Transaction    fees   shall   be   charged   to   the
                           Participant's  Account  involved  in the  transaction
                           provided  that no fee  shall  reduce a  Participant's
                           Account balance below zero.

                  (c)      Investment   Fund    Management   and    Maintenance:
                           Management and maintenance  fees and expenses related
                           to the  Investment  Funds  shall  be  charged  at the
                           Investment  Fund level and  reflected in the net gain
                           or loss of each Fund.

                  As of the  Effective  Date, a breakdown of which Plan fees and
                  expenses shall generally be borne by the Trust (and charged to
                  individual  Participants'  Accounts)  and those  that shall be
                  paid by the Employer,  directly or indirectly, is set forth in
                  Appendix B and may be changed  from time to time,  without the
                  necessity of amending this Plan and Trust Document.

                  The Trustee  shall have the authority to pay any such fees and
                  expenses,  which  remain  unpaid by the  Employer for 60 days,
                  from the Trust.

         6.6      Accounting for Participant Loans

                  Participant  loans shall be held in a separate  Account of the
                  Participant and accounted for in dollars as an earmarked asset
                  of the borrowing Participant's Account.

         6.7      Error Correction

                  The  Administrator  may correct any errors or omissions in the
                  administration  of the  Plan by  restoring  any  Participant's
                  Account  balance with the amount that would be credited to the
                  Account had  no error or omission been made.  Funds  necessary
                  for any such restoration shall  be  provided  through  payment
                  made  by  the   Employer,  or by the Trustee to the extent the
                  error or omission is attributable  to  actions or inactions of
                  the  Trustee,  or if the   restoration  involves  an  employer
                  contribution account, the Administrator may direct the Trustee
                  to use  amounts  from the  Forfeiture Account.

         6.8      Participant Statements

                  The Administrator  shall provide  Participants with statements
                  of their Accounts as soon after the end of each quarter of the
                  Plan Year as is administratively feasible.

         6.9      Special Accounting During Conversion Period

                  The   Administrator   and  Trustee  may  use  any   reasonable
                  accounting  methods  in  performing  their  respective  duties
                  during the period of converting the prior accounting system of
                  the Plan and Trust to  conform to the  individual  Participant
                  accounting  system  described in this Section.  This includes,
                  but  is  not  limited  to,  the  method  for   allocating  net
                  investment  gains or losses and the  extent,  if any, to which
                  contributions  received  by and  distributions  paid  from the
                  Trust during this period share in such allocation.

         6.10     Accounts for QDRO Beneficiaries

                  A separate Account shall be established for an alternate payee
                  entitled to any  portion of a  Participant's  Account  under a
                  QDRO as of the date  and in  accordance  with  the  directions
                  specified in the QDRO. In addition,  a separate Account may be
                  established  during  the period of time the  Administrator,  a
                  court of competent jurisdiction or other appropriate person is
                  determining  whether a domestic relations order qualifies as a
                  QDRO.  Such a separate  Account  shall be valued and accounted
                  for in the same manner as any other Account.

                  (a)      Distributions   Pursuant  to  QDROs.  If  a  QDRO  so
                           provides,  the  portion  of a  Participant's  Account
                           payable to an alternate payee may be distributed,  in
                           a form as  permissible  under the  Distribution  Once
                           Employment Ends Section and Code section  414(p),  to
                           the  alternate  payee  at the time  specified  in the
                           QDRO,   regardless  of  whether  the  Participant  is
                           entitled  to a  distribution  from  the  Plan at such
                           time.

                  (b)      Participant  Loans.  Except to the extent required by
                           law, an alternate  payee,  on whose behalf a separate
                           Account has been  established,  shall not be entitled
                           to borrow from such Account. If a QDRO specifies that
                           the alternate payee is entitled to any portion of the
                           Account of a Participant who has an outstanding  loan
                           balance,   all  outstanding   loans  shall  generally
                           continue to be held in the Participant's  Account and
                           shall not be divided  between the  Participant's  and
                           alternate payee's Accounts.

                  (c)      Investment  Direction.  Where a separate  Account has
                           been  established on behalf of an alternate payee and
                           has not yet been distributed, the alternate payee may
                           direct the investment of such  Account  in  the  same
                           manner  as if he or she were a Participant.

7        INVESTMENT FUNDS AND ELECTIONS

         7.1      Investment Funds

                  Except for  Participants'  Sweep and loan Accounts,  the Trust
                  shall  be  maintained  in  various   Investment   Funds.   The
                  Administrator  shall select the  Investment  Funds  offered to
                  Participants  and may change the number or  composition of the
                  Investment  Funds,  subject to the terms and conditions agreed
                  to with the Trustee.  As of the Effective  Date, a list of the
                  Investment  Funds  offered  to  Participants  is set  forth in
                  Appendix A, and may be changed from time to time,  without the
                  necessity of amending this Plan and Trust document.

         7.2      Investment Fund Elections

                  Each Participant  shall direct the investment of all of his or
                  her Contribution Accounts.

                  A Participant shall make his or her investment election in any
                  combination  of one  or any  number  of the  Investment  Funds
                  offered in accordance  with the procedures  established by the
                  Administrator  and  Trustee.  However,  during  the  period of
                  converting the prior  accounting  system of the Plan and Trust
                  to conform to the  individual  Participant  accounting  system
                  described  in  Section  6,  Trust  assets  may be  held in any
                  investment  vehicle  permitted by the Plan, as directed by the
                  Administrator,    irrespective   of   Participant   investment
                  elections.

                  The  Administrator  may set a maximum  percentage of the total
                  election  that a  Participant  may  direct  into any  specific
                  Investment  Fund,  which  maximum,  if any,  is set  forth  in
                  Appendix A, and may be changed from time to time,  without the
                  necessity of amending this Plan and Trust document.

         7.3      Responsibility for Investment Choice

                  Each Participant shall be solely responsible for the selection
                  of his or her  Investment  Fund  choices.  No  fiduciary  with
                  respect to the Plan is empowered to advise a Participant as to
                  the manner in which his or her  Accounts  are to be  invested,
                  and the fact that an  Investment  Fund is offered shall not be
                  construed to be a recommendation for investment.

         7.4      Default if No Election

                  The  Administrator  shall specify an  Investment  Fund for the
                  investment of that portion of a Participant's Account which is
                  not yet  held in an  Investment  Fund  and for  which no valid
                  investment  election is on file. The Investment Fund specified
                  as of the  Effective  Date is as set forth in  Appendix A, and
                  may be changed  from time to time,  without the  necessity  of
                  amending this Plan and Trust document.

         7.5      Timing

                  A  Participant  shall  make  his  or  her  initial  investment
                  election upon becoming a Participant and may change his or her
                  election  at  any  time  in  accordance  with  the  procedures
                  established  by  the  Administrator  and  Trustee.  Investment
                  elections  received  by the  Trustee by the Sweep Date will be
                  effective on the following Trade Date.

         7.6      Investment Fund Election Change Fees

                  A  reasonable  processing  fee may be  charged  directly  to a
                  Participant's  Account for Investment Fund election changes in
                  excess of a  specified  number per year as  determined  by the
                  Administrator.

8        VESTING & FORFEITURES

         8.1      Fully Vested Contribution Accounts

                  A Participant  shall be fully vested in these  Accounts at all
                  times:

                            Pre-Tax Account
                            Rollover Account
                            Company Match Account
                            Company Additional Account

         8.2      Full Vesting upon Certain Events

                  A Participant's  entire Account shall become fully vested once
                  he or she has attained his or her Normal Retirement Date as an
                  Employee or upon his or her leaving the Employer due to his or
                  her Disability or death.

         8.3      Vesting Schedule

                  In addition to the vesting  provided  above,  a  Participant's
                  Company   Discretionary   Account   shall  become   vested  in
                  accordance with the following schedule:


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

                                Less than 2                0%
                             2 but less than 3             20%
                             3 but less than 4             40%
                             4 but less than 5             60%
                             5 but less than 6             80%
                                 6 or more                100%
                             
                  If this vesting schedule is changed, the vested percentage for
                  each  Participant  shall  not be less  than his or her  vested
                  percentage determined as of the last day prior to this change,
                  and for any  Participant  with at least three Years of Vesting
                  Service  when  the  schedule  is  changed,  vesting  shall  be
                  determined using the more favorable vesting schedule.

         8.4      Forfeitures

                  A Participant's  non-vested Account balance shall be forfeited
                  as of the  Settlement  Date  following the Sweep Date on which
                  the  Administrator  has  reported  to  the  Trustee  that  the
                  Participant's  employment  has  terminated  with  all  Related
                  Companies. Forfeitures from all Employer Contribution Accounts
                  shall be transferred to and maintained in a single  Forfeiture
                  Account,  which shall be invested in interest bearing deposits
                  of the Trustee.  Forfeiture  Account amounts shall be utilized
                  to  restore  Accounts,  to pay Plan fees and  expenses  and to
                  reduce  Company  Match   Contributions   as  directed  by  the
                  Administrator.

         8.5      Rehired Employees

                  (a)      Service.  If a former Employee is rehired,  all Years
                           of  Vesting  Service  credited  prior  to  his or her
                           termination   of  employment   shall  be  counted  in
                           determining his or her vested interest.

                  (b)      Account Restoration.  If a former Employee is rehired
                           before he or she has a Break in  Service,  the amount
                           forfeited when his or her employment  last terminated
                           shall  be  restored  to  his  or  her  Account.   The
                           restoration  shall  include the interest  which would
                           have been credited had such  forfeiture been invested
                           in the Sweep  Account from the date  forfeited  until
                           the date the  restoration  amount is determined.  The
                           amount shall come from the Forfeiture  Account to the
                           extent  possible,  and any  additional  amount needed
                           shall be  contributed  by the  Employer.  The  vested
                           interest in his or her restored Account shall then be
                           equal to:

                                          V% times (AB + D) - D

                           where:

                           V% =  current vested percentage
                           AB =  current account balance
                           D  =  amount previously distributed

9        PARTICIPANT LOANS

         9.1      Participant Loans Permitted

                  Loans to Participants are permitted  pursuant to the terms and
                  conditions set forth in this Section.

         9.2      Limitations on Purpose of Participant Loan

                  A  Participant  may only  borrow to satisfy a  financial  need
                  determined  to be a hardship.  Hardship for this purpose shall
                  have the meaning set forth in Section 10.7(b).

         9.3      Loan Application, Note and Security

                  A Participant shall apply for any loan in such manner and with
                  such advance  notice as prescribed by the  Administrator.  All
                  loans shall be evidenced by a promissory note, secured only by
                  the portion of the  Participant's  Account from which the loan
                  is made, and the Plan shall have a lien on this portion of his
                  or her Account.

         9.4      Spousal Consent

                  A Participant is required to obtain  Spousal  Consent in order
                  to take out a loan under the Plan.

         9.5      Loan Approval

                  The Administrator,  or the Trustee if otherwise  authorized by
                  the Administrator  and expressly agreed to by the Trustee,  is
                  responsible for determining  that an loan request  conforms to
                  the  requirements  described in this Section and granting such
                  request.

         9.6      Loan Funding Limits

                  The loan  amount  must  meet all of the  following  limits  as
                  determined as of the Sweep Date the loan is processed:

                  (a)      Plan Minimum  Limit.  The minimum amount for any loan
                           is $1,000.

                  (b)      Plan  Maximum  Limit.  Subject  to  the  legal  limit
                           described in (c) below, the maximum a Participant may
                           borrow, including the outstanding balance of existing
                           Plan loans,  is 100% of the following  Accounts which
                           are fully vested:

                                     Pre-Tax Account
                                     Company Match Account
                                     Rollover Account

                  (c)      Legal Maximum  Limit.  The maximum a Participant  may
                           borrow, including the outstanding balance of existing
                           Plan  loans,  is 50% of  his  or her  vested  Account
                           balance, not to exceed $50,000.  However, the $50,000
                           maximum  is  reduced  by  the  Participant's  highest
                           outstanding  loan balance  during the 12 month period
                           ending on the day  before  the Sweep Date as of which
                           the loan is made. For purposes of this paragraph, the
                           qualified  plans of all  Related  Companies  shall be
                           treated  as though  they are part of this Plan to the
                           extent it would decrease the maximum loan amount.

         9.7      Maximum Number of Loans

                  A Participant may have only one loan  outstanding at any given
                  time.

         9.8      Source and Timing of Loan Funding

                  A loan to a  Participant  shall be made solely from the assets
                  of his or her own  Accounts.  The  available  assets  shall be
                  determined  first by Account type and then by investment  type
                  within each type of Account. The hierarchy for loan funding by
                  type of  Account  shall be the order  listed in the  preceding
                  Plan  Maximum  Limit  paragraph.  Within each Account used for
                  funding a loan,  amounts  shall  first be taken from the Sweep
                  Account  and  then  taken  by type  of  investment  in  direct
                  proportion to the market value of the  Participant's  interest
                  in each Investment Fund as of the Trade Date on which the loan
                  is processed.

                  Loans  will be funded on the  Settlement  Date  following  the
                  Trade  Date as of which  the loan is  processed.  The  Trustee
                  shall make payment to the  Participant  as soon  thereafter as
                  administratively feasible.

         9.9      Interest Rate

                  The  interest  rate  charged on  Participant  loans shall be a
                  fixed  reasonable  rate of interest,  determined  from time to
                  time by the  Administrator,  which  provides  the Plan  with a
                  return  commensurate with the prevailing interest rate charged
                  by persons in the  business  of lending  money for loans which
                  would be made under similar circumstances. As of the Effective
                  Date, the interest rate is determined as set forth in Appendix
                  C, and may be changed from time to time, without the necessity
                  of amending this Plan and Trust document.

         9.10     Repayment

                  Substantially  level  amortization  shall be  required of each
                  loan with payments made at least  monthly,  generally  through
                  payroll deduction.  Loans may be prepaid in full or in part at
                  any  time.   The  Participant  may  choose  the loan repayment
                  period, not to exceed 5 years.

         9.11     Repayment Hierarchy

                  Loan   principal   repayments   shall  be   credited   to  the
                  Participant's  Accounts  in the  inverse  of the order used to
                  fund  the  loan.  Loan  interest  shall  be  credited  to  the
                  Participant's  Accounts in direct  proportion to the principal
                  payment.  Loan payments are credited by investment  type based
                  upon the  Participant's  current  investment  election for new
                  Contributions.

         9.12     Repayment Suspension

                  The  Administrator  may agree to a suspension of loan payments
                  for up to 6  months  for a  Participant  who is on a Leave  of
                  Absence.  During the suspension period interest shall continue
                  to accrue on the outstanding  loan balance.  At the expiration
                  of the  suspension  period all  outstanding  loan payments and
                  accrued  interest thereon shall be due unless otherwise agreed
                  upon by the Administrator.

         9.13     Loan Default

                  A loan is treated as a default if scheduled  loan payments are
                  more than 90 days late. A Participant  shall then have 30 days
                  from the time he or she receives written notice of the default
                  and a demand for past due amounts to cure the  default  before
                  it becomes final.

                  In the event of  default,  the  Administrator  may  direct the
                  Trustee to report the  default as a taxable  distribution.  As
                  soon as a Plan withdrawal or distribution to such  Participant
                  would otherwise be permitted,  the  Administrator may instruct
                  the  Trustee  to execute  upon its  security  interest  in the
                  Participant's   Account  by  distributing   the  note  to  the
                  Participant.

         9.14     Call Feature

                  The Administrator shall have the right to call any Participant
                  loan  once  a   Participant's   employment  with  all  Related
                  Companies has terminated or if the Plan is terminated.

10       IN-SERVICE WITHDRAWALS

         10.1     In-Service Withdrawals Permitted

                  In-service withdrawals to a Participant who is an Employee are
                  permitted  pursuant to the terms and  conditions  set forth in
                  this  Section  and as  required by law as set forth in Section
                  11.7.

         10.2     In-Service Withdrawal Application and Notice

                  A  Participant  shall apply for any  in-service  withdrawal in
                  such manner and with such advance  notice as prescribed by the
                  Administrator.  The  Participant  shall be provided the notice
                  prescribed by Code section 402(f).

                  If an  in-service  withdrawal  is one to which  Code  sections
                  401(a)(11) and 417 do not apply,  such  in-service  withdrawal
                  may commence less than 30 days after the aforementioned notice
                  is provided, if:

                  (a)      the  Participant  is clearly  informed that he or she
                           has the right to a period  of at least 30 days  after
                           receipt of such notice to consider  his or her option
                           to  elect  or not  elect a  Direct  Rollover  for the
                           portion, if any, of his or her in-service  withdrawal
                           which   will   constitute   an   Eligible    Rollover
                           Distribution; and

                  (b)      the   Participant   after   receiving   such  notice,
                           affirmatively   elects  a  Direct  Rollover  for  the
                           portion, if any, of his or her in-service  withdrawal
                           which   will   constitute   an   Eligible    Rollover
                           Distribution  or  alternatively  elects  to have such
                           portion made payable  directly to him or her, thereby
                           not electing a Direct Rollover.

         10.3     Spousal Consent

                  A Participant is required to obtain  Spousal  Consent in order
                  to make an in- service withdrawal under the Plan.

         10.4     In-Service Withdrawal Approval

                  The Administrator,  or the Trustee if otherwise  authorized by
                  the Administrator  and expressly agreed to by the Trustee,  is
                  responsible  for  determining  that an  in-service  withdrawal
                  request conforms to the requirements described in this Section
                  and granting such request.

         10.5     Minimum Amount, Payment Form and Medium

                  There is no minimum amount for any type  of  withdrawal.  With
                  regard to the portion of a withdrawal representing an Eligible
                  Rollover  Distribution,  a  Participant  may  elect  a  Direct
                  Rollover.  The  form  of  payment for an in-service withdrawal
                  shall be a single lump sum and payment  shall be made in cash.

         10.6     Source and Timing of In-Service Withdrawal Funding

                  An in-service withdrawal to a Participant shall be made solely
                  from the assets of his or her own  Accounts  and will be based
                  on the  Account  values  as of the Trade  Date the  in-service
                  withdrawal  is  processed.   The  available  assets  shall  be
                  determined  first by Account type and then by investment  type
                  within each type of  Account.  Within  each  Account  used for
                  funding an in-service withdrawal, amounts shall first be taken
                  from the Sweep Account and then taken by type of investment in
                  direct  proportion  to the market  value of the  Participant's
                  interest in each Investment  Fund (which excludes  Participant
                  loans) as of the Trade Date on which the in-service withdrawal
                  is processed.

                  In-Service  withdrawals  will be funded on the Settlement Date
                  following the Trade Date as of which the in-service withdrawal
                  is   processed.   The  Trustee  shall  make  payment  as  soon
                  thereafter as administratively feasible.

         10.7     Hardship Withdrawals

                  (a)      Requirements.  A  Participant  who is an Employee may
                           request the withdrawal of up to the amount  necessary
                           to  satisfy  a  financial  need   including   amounts
                           necessary to pay any  federal,  state or local income
                           taxes or penalties  reasonably  anticipated to result
                           from the  withdrawal.  Only requests for  withdrawals
                           (1) on account of a Participant's  "Deemed  Financial
                           Need",  and  (2)  which  are  "Deemed  Necessary"  to
                           satisfy the financial need will be approved.

                  (b)      "Deemed   Financial  Need".   Financial   commitments
                           relating to:

                           (1)      the   payment  of   unreimbursable   medical
                                    expenses described under Code section 213(d)
                                    incurred   (or  to  be   incurred)   by  the
                                    Employee, his or her spouse or dependents;

                           (2)      the purchase  (excluding  mortgage payments)
                                    of the Employee's principal residence;

                           (3)      the  payment of  unreimbursable  tuition and
                                    related  educational fees for up to the next
                                    12 months of  post-secondary  education  for
                                    the   Employee,   his  or  her   spouse   or
                                    dependents;

                           (4)      the  payment  of  funeral   expenses  of  an
                                    Employee's family member;

                           (5)      the  payment  of amounts  necessary  for the
                                    Employee  to  prevent   losing  his  or  her
                                    principal   residence  through  eviction  or
                                    foreclosure on the mortgage; or

                           (6)      any    other    circumstance    specifically
                                    permitted       under      Code      section
                                    401(k)(2)(B)(i)(IV).

                  (c)      "Deemed   Necessary".   A   withdrawal   is   "deemed
                           necessary" to satisfy the financial  need only if the
                           withdrawal  amount does not exceed the financial need
                           and all of these conditions are met:

                           (1)      the Employee has obtained all other possible
                                    withdrawals  and nontaxable  loans available
                                    from  all  plans   maintained   by   Related
                                    Companies;

                           (2)      the Administrator shall suspend the Employee
                                    from making any  contributions to this Plan,
                                    all other qualified and  nonqualified  plans
                                    of  deferred   compensation  and  all  stock
                                    option or stock purchase plans maintained by
                                    Related  Companies  for 12  months  from the
                                    date the withdrawal payment is made; and

                           (3)      the    Administrator    shall   reduce   the
                                    Contribution  Dollar  Limit for the Employee
                                    for the  calendar  year next  following  the
                                    calendar  year  of  the  withdrawal  by  the
                                    amount   of   the   Employee's    Pre-   Tax
                                    Contributions  for the calendar  year of the
                                    withdrawal.

                  (d)      Account Sources for Withdrawal. The withdrawal amount
                           shall come only from the  Participant's  fully vested
                           Accounts, in the following priority order:

                                     Rollover Account
                                     Company Match Account
                                     Pre-Tax Account

                           The amount that may be withdrawn from a Participant's
                           Pre-Tax   Account  shall  not  include  any  earnings
                           credited to his or her Pre-Tax  Contribution  Account
                           after December 31, 1988.

                  (e)      Permitted  Frequency.  There is no restriction on the
                           number  of  Hardship   withdrawals   permitted  to  a
                           Participant.

         10.8     Rollover Account Withdrawals

                  No in-service  withdrawals  are permitted from a Participant's
                  Rollover Account except as provided elsewhere in this Section.

         10.9     Over Age 59 1/2 Withdrawals

                  (a)      Requirements.  A  Participant  who is an Employee and
                           over age 59 1/2 may withdraw from the Accounts listed
                           in paragraph (b) below.

                  (b)      Account Sources for Withdrawal. The withdrawal amount
                           shall come only from the  Participant's  fully vested
                           Accounts, in the following priority order:

                                     Rollover Account
                                     Pre-Tax Account
                                     Company Additional Account
                                     Company Match Account
                                     Company Discretionary Account

                  (c)      Permitted  Frequency.  There is no restriction on the
                           number of Over Age 59 1/2 withdrawals  permitted to a
                           Participant.

                  (d)      Suspension from  Further Contributions.   An Over Age
                           59 1/2 withdrawal shall  not  affect a  Participant's
                           ability to make or be  eligible  to  receive  further
                           Contributions.

11       DISTRIBUTIONS ONCE EMPLOYMENT ENDS OR AS REQUIRED BY LAW

         11.1     Benefit Information, Notices and Election

                  A Participant, or his or her Beneficiary in the case of his or
                  her death,  shall be provided with  information  regarding all
                  optional times and forms of distribution available, to include
                  the notices prescribed by Code section 402(f) and Code section
                  411(a)-11.  Subject to the other requirements of this Section,
                  a Participant, or his or her Beneficiary in the case of his or
                  her death,  may elect,  in such  manner and with such  advance
                  notice as prescribed by the Administrator,  to have his or her
                  vested  Account  balance paid to him or her beginning upon any
                  Settlement  Date  following the  Participant's  termination of
                  employment with all Related Companies,  or if earlier,  at the
                  time required by law as set forth in Section 11.7.

                  If a distribution is one to which Code sections 401(a)(11) and
                  417 do not apply,  such distribution may commence less than 30
                  days after the aforementioned notices are provided, if:

                  (a)      the  Participant  is clearly  informed that he or she
                           has the right to a period  of at least 30 days  after
                           receipt of such  notices to consider  the decision as
                           to whether to elect a distribution and if so to elect
                           a particular form of distribution and to elect or not
                           elect a Direct Rollover for all or a portion, if any,
                           of his or her  distribution  which will constitute an
                           Eligible Rollover Distribution; and

                  (b)      the   Participant   after   receiving   such  notice,
                           affirmatively  elects  a  distribution  and a  Direct
                           Rollover for all or a portion,  if any, of his or her
                           distribution   which  will   constitute  an  Eligible
                           Rollover Distribution or alternatively elects to have
                           all or a portion made payable directly to him or her,
                           thereby not  electing a Direct  Rollover for all or a
                           portion thereof.

         11.2     Spousal Consent

                  A Participant is required to obtain  Spousal  Consent in order
                  to receive a distribution under the Plan.

         11.3     Payment Form and Medium

                  A  Participant  may  elect to be paid in any of  these  forms,
                  except that the form  described in (d) is only available for a
                  Participant who entered the Plan prior to April 1, 1994:

                  (a)      a single lump sum, or

                  (b)      a portion paid in a lump sum, and the remainder  paid
                           later, or

                  (c)      periodic installments over a period not to exceed the
                           life  expectancy  of the  Participant  and his or her
                           Beneficiary, or

                  (d)      for a single  Participant,  a single life annuity and
                           for a married Participant, a single life annuity or a
                           joint and 50% survivor annuity with the Participant's
                           spouse as the joint annuitant.

                  Any annuity  option  permitted  will be  provided  through the
                  purchase of a non-transferable single premium contract from an
                  insurance  company which must conform to the terms of the Plan
                  and  which  will  be   distributed   to  the   Participant  or
                  Beneficiary in complete satisfaction of the benefit due.

                  Distributions  other than annuity contracts shall generally be
                  made in cash.  With  regard to the  portion of a  distribution
                  representing an Eligible Rollover Distribution,  a Distributee
                  may  elect a  Direct  Rollover  for all or a  portion  of such
                  amount.

         11.4     Small Amounts Paid Immediately

                  If, at the time a  Participant's  employment  with all Related
                  Companies  ends, the  Participant's  vested Account balance is
                  $3,500 or less, the  Participant's  benefit shall be paid as a
                  single lump sum as soon as administratively feasible after his
                  or  her  employment   with  all  Related   Companies  ends  in
                  accordance with procedures prescribed by the Administrator.

         11.5     Source and Timing of Distribution Funding

                  A distribution to a Participant  shall be made solely from the
                  assets  of his or her own  Accounts  and  will be based on the
                  Account  values  as of the  Trade  Date  the  distribution  is
                  processed.  The available  assets shall be determined first by
                  Account type and then by  investment  type within each type of
                  Account.  Within each Account used for funding a distribution,
                  amounts  shall first be taken from the Sweep  Account and then
                  taken by type of investment in direct proportion to the market
                  value of the Participant's interest in each Investment Fund as
                  of the Trade Date on which the distribution is processed.

                  Distributions  will be funded on the Settlement Date following
                  the Trade Date as of which the distribution is processed.  The
                  Trustee   shall   make   payment   as   soon   thereafter   as
                  administratively feasible.

         11.6     Deemed Distribution

                  For purposes of Section 8.4,  vested Account  balances will be
                  deemed  distributed  as of the  Settlement  Date following the
                  Sweep  Date on which the  Administrator  has  reported  to the
                  Trustee that the Participant's employment   with  all  Related
                  Companies has terminated.

         11.7     Latest Commencement Permitted

                  In  addition  to any  other  Plan  requirements  and  unless a
                  Participant elects otherwise, his or her benefit payments will
                  begin not later than 60 days after the end of the Plan Year in
                  which he or she attains his or her Normal  Retirement  Date or
                  retires,  whichever  is later.  However,  if the amount of the
                  payment or the location of the Participant (after a reasonable
                  search) cannot be ascertained by that deadline,  payment shall
                  be made no later than 60 days after the earliest date on which
                  such amount or location is  ascertained  but in no event later
                  than as described below.

                  Benefit  payments  shall  begin  by the  April  1  immediately
                  following   the  end  of  the  calendar   year  in  which  the
                  Participant attains age 70 1/2 (whether or not he or she is an
                  Employee).

         11.8     Payment Within Life Expectancy

                  The Participant's payment election must be consistent with the
                  requirement of Code section 401(a)(9) that all payments are to
                  be  completed  within a period  not to exceed the lives or the
                  joint and last survivor life expectancy of the Participant and
                  his or her Beneficiary. The life expectancies of a Participant
                  and his or her Beneficiary,  if such Beneficiary is his or her
                  spouse, may be recomputed annually.

         11.9     Incidental Benefit Rule

                  The Participant's payment election must be consistent with the
                  requirement  that, if the  Participant's  spouse is not his or
                  her sole primary Beneficiary,  the minimum annual distribution
                  for each calendar year, beginning with the year in which he or
                  she  attains age 70 1/2,  shall not be less than the  quotient
                  obtained  by dividing  (a) the  Participant's  vested  Account
                  balance as of the last Trade Date of the preceding year by (b)
                  the  applicable  divisor as  determined  under the  incidental
                  benefit requirements of Code section 401(a)(9).

         11.10    Payment to Beneficiary

                  Payment to a Beneficiary must either:  (1) be completed by the
                  end of the calendar year that  contains the fifth  anniversary
                  of the  Participant's  death  or (2)  begin  by the end of the
                  calendar  year  that  contains  the first  anniversary  of the
                  Participant's  death and be completed within the period of the
                  Beneficiary's life or life expectancy, except that:

                  (a)      If the Participant dies after the April 1 immediately
                           following the end of the calendar year in which he or
                           she  attains  age  70  1/2,  payment  to  his  or her
                           Beneficiary  must be  made at  least  as  rapidly  as
                           provided in the Participant's distribution election;

                  (b)      If the surviving spouse is the Beneficiary,  payments
                           need not begin until the end of the calendar  year in
                           which the Participant  would have attained age 70 1/2
                           and must be  completed  within the  spouse's  life or
                           life expectancy; and

                  (c)      If the  Participant  and the surviving  spouse who is
                           the   Beneficiary   die  (1)   before   the  April  1
                           immediately following the end of the calendar year in
                           which the Participant  would have attained age 70 1/2
                           and (2) before payments have begun to the spouse, the
                           spouse will be treated as the Participant in applying
                           these rules.

         11.11    Beneficiary Designation

                  Each  Participant may complete a beneficiary  designation form
                  indicating the Beneficiary who is to receive the Participant's
                  remaining  Plan interest at the time of his or her death.  The
                  designation   may  be   changed  at  any  time.   However,   a
                  Participant's  spouse  shall be the sole  primary  Beneficiary
                  unless the  designation  includes  Spousal Consent for another
                  Beneficiary. If no proper designation is in effect at the time
                  of a  Participant's  death  or if  the  Beneficiary  does  not
                  survive  the  Participant,  the  Beneficiary  shall be, in the
                  order listed, the:

                  (a)      Participant's surviving spouse,

                  (b)      Participant's  children, in equal shares, per stirpes
                           (by right of representation), or

                  (c)      Participant's estate.

         11.12    QJSA and QPSA Information and Elections

                  The  following  definitions,  information  and election  rules
                  shall apply to any  Participant  who entered the Plan prior to
                  April 1, 1994 and who elects a life annuity option:

                  (a)      Annuity  Starting  Date.  The  first day of the first
                           period for which an amount is payable as an  annuity,
                           or, in the case of a benefit  not payable in the form
                           of an annuity, the first day on which all events have
                           occurred  which  entitle  the   Participant  to  such
                           benefit.

                  (b)      "QJSA".  A qualified joint and 50% survivor  annuity,
                           meaning  a  form  of  benefit  payment  which  is the
                           actuarial  equivalent  of  the  Participant's  vested
                           Account   balances  at  the  Annuity  Starting  Date,
                           payable to the  Participant  in monthly  payments for
                           life and providing that, if the Participant's  spouse
                           survives him or her, monthly payments equal to 50% of
                           the amount payable to the  Participant  during his or
                           her lifetime  will be paid to  the   spouse  for  the
                           remainder of such person's lifetime.

                  (c)      "QPSA". A qualified  pre-retirement survivor annuity,
                           meaning that upon the death of a  Participant  before
                           the Annuity  Starting Date, the vested portion of the
                           Participant's   Account   becomes   payable   to  the
                           surviving  spouse as a life  annuity  (except  to the
                           extent of any outstanding  Participant loan balance),
                           unless Spousal  Consent has been given to a different
                           Beneficiary   or  the  surviving   spouse  chooses  a
                           different form of payment.

                  (d)      QJSA  Information to a  Participant.  No less than 30
                           and no more than 90 days before the Annuity  Starting
                           Date,  each  Participant  who requests a life annuity
                           form of payment shall be given a written  explanation
                           of (1) the terms and  conditions of the QJSA, (2) the
                           right  to make an  election  to  waive  this  form of
                           payment  and choose an  optional  form of payment and
                           the effect of this election,  (3) the right to revoke
                           this election and the effect of this revocation,  and
                           (4) the need for Spousal Consent.

                  (e)      QJSA  Election.  A  Participant  may elect  (and such
                           election shall include  Spousal  Consent if married),
                           at any time  within the 90 day  period  ending on the
                           Annuity  Starting  Date,  to (1)  waive  the right to
                           receive  the  QJSA  and  elect  an  optional  form of
                           payment, or (2) revoke or change any such election.

                  (f)      QPSA  Beneficiary  Information to  Participant.  Upon
                           becoming a Participant (and with updates as needed to
                           insure  such  information  is  accurate  and  readily
                           available to each Participant who is between the ages
                           of 32 and  35),  each  married  Participant  shall be
                           given written information stating that (1) his or her
                           death  benefit  is  payable  to his or her  surviving
                           spouse,  (2) his or her  ability  to choose  that the
                           benefit be paid to a different  Beneficiary,  (3) the
                           right to revoke or change a prior designation and the
                           effects of such  revocation  or  change,  and (4) the
                           need for Spousal Consent.

                  (g)      QPSA  Beneficiary   Designation  by  Participant.   A
                           married   Participant  may  designate  (with  Spousal
                           Consent) a non-spouse  Beneficiary  at any time after
                           the Participant has been given the information in the
                           QPSA Beneficiary Information to Participant paragraph
                           above  and  upon  the  earlier  of (1) the  date  the
                           Participant  has  terminated  employment,  or (2) the
                           beginning of the Plan Year in which that  Participant
                           attains age 35.

                  (h)      QPSA   Information  to  a  Surviving   Spouse.   Each
                           surviving  spouse who requests a life annuity form of
                           payment shall be given a written  explanation  of (1)
                           the terms  and  conditions  of being  paid his or her
                           Account balance in the form of a single life annuity,
                           (2) the right to make an  election to waive this form
                           of payment and choose an optional form of payment and
                           the  effect  of  making  this election,  and (3)  the
                           right to revoke this  election and the effect of this
                           revocation.

                  (i)      QPSA Election by Surviving Spouse. A surviving spouse
                           may  elect,  at any time up to the  Annuity  Starting
                           Date,  to (1) waive the single life annuity and elect
                           an optional form of payment,  or (2) revoke or change
                           any such election.

12       ADP AND ACP TESTS

         12.1     Contribution Limitation Definitions

                  The following  definitions  are  applicable to this Section 12
                  (where a definition  is  contained in both  Sections 1 and 12,
                  for purposes of Section 12 the Section 12 definition  shall be
                  controlling):

                  (a)      "ACP"  or  "Average  Contribution  Percentage".   The
                           Average  Percentage  calculated  using  Contributions
                           allocated  to  Participants  as of a date  within the
                           Plan Year.

                  (b)      "ACP Test".  The  determination of whether the ACP is
                           in   compliance   with  the   Basic  or   Alternative
                           Limitation  for a Plan Year (as  defined  in  Section
                           12.2).

                  (c)      "ADP" or "Average Deferral  Percentage".  The Average
                           Percentage  calculated  using Deferrals  allocated to
                           Participants as of a date within the Plan Year.

                  (d)      "ADP Test".  The  determination of whether the ADP is
                           in   compliance   with  the   Basic  or   Alternative
                           Limitation  for a Plan Year (as  defined  in  Section
                           12.2).

                  (e)      "Average  Percentage".  The average of the calculated
                           percentages  for  Participants  within the  specified
                           group. The calculated percentage refers to either the
                           "Deferrals"  or  "Contributions"  (as defined in this
                           Section)  made on each  Participant's  behalf for the
                           Plan Year, divided by his or her Compensation for the
                           portion  of the  Plan  Year in which he or she was an
                           Eligible  Employee  while  a  Participant.   (Pre-Tax
                           Contributions  which will be refunded  solely because
                           they  exceed  the   Contribution   Dollar  Limit  are
                           included in the  percentage for the HCE Group but not
                           for  the   NHCE   Group   if  such   excess   Pre-Tax
                           Contributions   were   made  to  plans   of   Related
                           Companies.)

                  (f)      "Contributions"    shall   include    Company   Match
                           Contributions. In addition, Contributions may include
                           Pre-Tax and  Company  Additional  Contributions,  but
                           only to the extent  that (1) the  Employer  elects to
                           use them, (2) they are not used or counted in the ADP
                           Test, (3) Company Additional  Contributions are fully
                           vested when made and not  withdrawable by an Employee
                           before he or she attains age 59 1/2,  and (4) Pre-Tax
                           Contributions  are  necessary  to meet  the ACP  Test
                           Alternative  Limitation (defined in Section 12.2 (b))
                           or the Multiple Use Test.

                  (g)      "Deferrals" shall include Pre-Tax  Contributions.  In
                           addition,  Deferrals may include  Company  Additional
                           Contributions,  but only to the  extent  that (1) the
                           Employer elects to use them, (2) they are not used or
                           counted in the ACP Test,  and (3) such  Contributions
                           are fully vested when made and not withdrawable by an
                           Employee before he or she attains age 59 1/2.

                  (h)      "Family  Member".  An  Employee  who is,  at any time
                           during  the Plan  Year or  Lookback  Year,  a spouse,
                           lineal ascendant or descendant, or spouse of a lineal
                           ascendant  or  descendant  of (1) an active or former
                           Employee who at any time during Plan Year or Lookback
                           Year is a more than 5% Owner  (within  the meaning of
                           Code section  414(q)(3)),  or (2) an HCE who is among
                           the 10 Employees  with the highest  Compensation  for
                           such Year.

                  (i)      "HCE" or "Highly Compensated Employee".  With respect
                           to  each  Employer  and  its  Related  Companies,  an
                           Employee  during the Plan Year or  Lookback  Year who
                           (in accordance with Code section 414(q)):

                           (1)      Was a more than 5% Owner at any time  during
                                    the Lookback Year or Plan Year;

                           (2)      Received  Compensation  during the  Lookback
                                    Year (or in the Plan  Year if among  the 100
                                    Employees with the highest  Compensation for
                                    such  Year) in  excess  of (i)  $75,000  (as
                                    adjusted  for  such  Year  pursuant  to Code
                                    sections  414(q)(1)  and  415(d)),  or  (ii)
                                    $50,000 (as adjusted for such Year  pursuant
                                    to Code  sections  414(q)(1)  and 415(d)) in
                                    the case of a member of the "top-paid group"
                                    (within   the   meaning   of  Code   section
                                    414(q)(4))   for   such   Year),   provided,
                                    however,  that  if the  conditions  of  Code
                                    section   414(q)(12)(B)(ii)   are  met,  the
                                    Company may elect for any Plan Year to apply
                                    clause  (i)  by  substituting   $50,000  for
                                    $75,000 and not to apply clause (ii);

                           (3)      Was an  officer  of a  Related  Company  and
                                    received  Compensation  during the  Lookback
                                    Year (or in the Plan  Year if among  the 100
                                    Employees with the highest  Compensation for
                                    such Year)  that is greater  than 50% of the
                                    dollar   limitation  in  effect  under  Code
                                    section  415(b)(1)(A)  and (d) for such Year
                                    (or if no officer has Compensation in excess
                                    of  the  threshold,  the  officer  with  the
                                    highest  Compensation),  provided  that  the
                                    number of  officers  shall be  limited to 50
                                    Employees (or, if less, the greater of three
                                    Employees or 10% of the Employees); or

                           (4)      Was a Family  Member at any time  during the
                                    Lookback Year or Plan Year,  in  which  case
                                    the  Contributions and  Compensation  of the
                                    HCE and his or her Family  Members  shall be
                                    aggregated and they  shall  be  treated as a
                                    single HCE.

                           A former  Employee  shall be treated as an HCE if (1)
                           such  former  Employee  was an HCE when he  separated
                           from service,  or (2) such former Employee was an HCE
                           in service at any time after attaining age 55.

                           The  determination  of who is an HCE,  including  the
                           determinations   of  the  number  and   identity   of
                           Employees  in  the  top-paid   group,   the  top  100
                           Employees  and the  number of  Employees  treated  as
                           officers  shall  be  made  in  accordance  with  Code
                           section 414(q).

                  (j)      "HCE Group" and "NHCE  Group".  With  respect to each
                           Employer and its Related  Companies,  the  respective
                           group  of HCEs and  NHCEs  who are  eligible  to have
                           amounts  contributed  on  their  behalf  for the Plan
                           Year,  including  Employees who would be eligible but
                           for  their   election  not  to   participate   or  to
                           contribute, or because their Pay is greater than zero
                           but does not exceed a stated minimum.

                           (1)      If the  Related  Companies  maintain  two or
                                    more plans  which are  subject to the ADP or
                                    ACP Test and are  considered as one plan for
                                    purposes  of  Code  sections   401(a)(4)  or
                                    410(b),  all such plans shall be  aggregated
                                    and  treated  as one  plan for  purposes  of
                                    meeting  the  ADP and  ACP  Tests,  provided
                                    that,   for  Plan  Years   beginning   after
                                    December  31,   1989,   plans  may  only  be
                                    aggregated if they have the same Plan Year.

                           (2)      If an  HCE,  who is one of the  top 10  paid
                                    Employees  or a more than 5% Owner,  has any
                                    Family Members, the Deferrals, Contributions
                                    and  Compensation of such HCE and his or her
                                    Family Members shall be combined and treated
                                    as a single HCE.  Such amounts for all other
                                    Family  Members  shall be  removed  from the
                                    NHCE  Group  percentage  calculation  and be
                                    combined with the HCE's.

                           (3)      If an HCE is  covered  by more than one cash
                                    or deferred  arrangement  maintained  by the
                                    Related  Companies,  all such plans shall be
                                    aggregated  and  treated  as  one  plan  for
                                    purposes   of   calculating   the   separate
                                    percentage  for the HCE which is used in the
                                    determination of the Average Percentage.

                  (k)      "Lookback Year". Pursuant to Code section 414(q), the
                           Company  elects  as the  Lookback  Year the 12 months
                           ending  immediately  prior  to the  start of the Plan
                           Year.

                  (l)      "Multiple  Use Test".  The test  described in Section
                           12.4  which a Plan  must meet  where the  Alternative
                           Limitation (described in Section 12.2(b)) is  used to
                           meet both the ADP and ACP Tests.

                  (m)      "NHCE"  or  "Non-Highly   Compensated  Employee".  An
                           Employee who is not an HCE.

         12.2     ADP and ACP Tests

                  For each Plan  Year,  the ADP and ACP for the HCE  Group  must
                  meet either the Basic or Alternative  Limitation when compared
                  to the respective  ADP and ACP for the NHCE Group,  defined as
                  follows:

                  (a)      Basic  Limitation.  The HCE Group Average  Percentage
                           may not  exceed  1.25  times the NHCE  Group  Average
                           Percentage.

                  (b)      Alternative   Limitation.   The  HCE  Group   Average
                           Percentage  is limited by reference to the NHCE Group
                           Average Percentage as follows:


                         If the NHCE Group              Then the Maximum HCE
                       Average Percentage is:       Group Average Percentage is:
                       ----------------------       ----------------------------
                            Less than 2%            2 times NHCE Group Average %
                              2% to 8%              NHCE Group Average % plus 2%
                            More than 8%           NA - Basic Limitation applies

         12.3     Correction of ADP and ACP Tests

                  If the ADP or ACP Tests are not met, the  Administrator  shall
                  determine,  no later  than the end of the next  Plan  Year,  a
                  maximum  percentage  to be used  in  place  of the  calculated
                  percentage  for all HCEs that would  reduce the ADP and/or ACP
                  for the HCE group by a  sufficient  amount to meet the ADP and
                  ACP Tests.

                  (a)      ADP Correction.  Pre-Tax  Contributions shall, by the
                           end of the next Plan  Year,  be  refunded  (including
                           amounts previously refunded because they exceeded the
                           Contribution  Dollar Limit) to the  Participant in an
                           amount  equal  to  the  actual  Deferrals  minus  the
                           product  of the  maximum  percentage  and  the  HCE's
                           Compensation.   Any   Company   Match   Contributions
                           attributable to refunded excess Pre-Tax Contributions
                           as described in this Section  12.3(a) shall be deemed
                           a  Contribution  made by reason of a mistake  of fact
                           and removed from the Participant's Account.

                  (b)      ACP Correction. Company Match Contributions shall, by
                           the end of the next Plan  Year,  be  refunded  to the
                           Participant   in  an  amount   equal  to  the  actual
                           Contributions   minus  the  product  of  the  maximum
                           percentage and the HCE's Compensation.

                  (c)      Investment  Fund  Sources.  Once the amount of excess
                           Deferrals and/or  Contributions is determined amounts
                           shall then be taken by type of  investment  in direct
                           proportion  to the market value of the  Participant's
                           interest  in each  Investment  Fund  (which  excludes
                           Participant  loans)  at the  time the  correction  is
                           made.

                  (d)      Family Member Correction. To the extent any reduction
                           is  necessary  with  respect to an HCE and his or her
                           Family  Members  that have been  combined and treated
                           for testing purposes as a single Employee, the excess
                           Deferrals and  Contributions  from the ADP and/or ACP
                           Test shall be prorated among each such Participant in
                           direct   proportion   to  his  or  her  Deferrals  or
                           Contributions included in each Test.

         12.4     Multiple Use Test

                  If the  Alternative  Limitation  (defined in Section  12.2) is
                  used to meet both the ADP and ACP  Tests,  the ADP and ACP for
                  the HCE Group must also comply with the  requirements  of Code
                  section 401(m)(9).  Such Code section requires that the sum of
                  the ADP and ACP for the HCE  Group  (as  determined  after any
                  corrections  needed  to meet the ADP and ACP  Tests  have been
                  made) not exceed the sum (which  produces  the most  favorable
                  result) of:

                  (a)      the  Basic  Limitation   (defined  in  Section  12.2)
                           applied to either the ADP or ACP for the NHCE  Group,
                           and

                  (b)      the Alternative  Limitation applied to the other NHCE
                           Group percentage.

         12.5     Correction of Multiple Use Test

                  If the multiple use limit is exceeded, the Administrator shall
                  determine  a  maximum  percentage  to be used in  place of the
                  calculated percentage for all HCEs that would reduce either or
                  both the ADP or ACP for the HCE Group by a  sufficient  amount
                  to meet the multiple use limit. Any excess shall be handled in
                  the same manner that the  distribution of excess  Deferrals or
                  Contributions are handled.

         12.6     Adjustment for Investment Gain or Loss

                  Any excess  Deferrals  or  Contributions  to be  refunded to a
                  Participant  or forfeited in  accordance  with Section 12.3 or
                  12.5 shall be adjusted for  investment  gain or loss.  Refunds
                  shall  not  include  investment  gain or loss  for the  period
                  between  the end of the  applicable  Plan Year and the date of
                  distribution.

         12.7     Testing Responsibilities and Required Records

                  The  Administrator  shall be responsible for ensuring that the
                  Plan meets the ADP,  ACP and  Multiple  Use Tests and that the
                  Contribution Dollar Limit is not exceeded. In carrying out its
                  responsibilities, the Administrator shall have sole discretion
                  to limit or reduce Deferrals or Contributions at any time. The
                  Administrator  shall maintain  records which are sufficient to
                  demonstrate that the ADP, ACP and Multiple Use Tests have been
                  met for each Plan Year for at least as long as the  Employer's
                  corresponding tax year is open to audit.

         12.8     Separate Testing

                  (a)      Multiple Employers: The determination of HCEs, NHCEs,
                           and the  performance of the ADP, ACP and Multiple Use
                           Tests and any corrective  action resulting  therefrom
                           shall be made separately with regard to the Employees
                           of each Employer (and its Related  Companies) that is
                           not a Related Company with the other Employer(s).

                  (b)      Collective  Bargaining  Units: The performance of the
                           testing and any corrective action resulting therefrom
                           shall be  applied  separately  to  Employees  who are
                           eligible to  participate in the Plan as a result of a
                           collective bargaining agreement.

                  In  addition,   separate  testing  may  be  applied,   at  the
                  discretion of the  Administrator  and to the extent  permitted
                  under Treasury regulations, to any group of Employees for whom
                  separate testing is permissible.

13       MAXIMUM CONTRIBUTION AND BENEFIT LIMITATIONS

         13.1     "Annual Addition" Defined

                  The sum of all amounts allocated to the Participant's  Account
                  for a Plan Year.  Amounts  include  contributions  (except for
                  rollovers  or  transfers   from   another   qualified   plan),
                  forfeitures   and,  if  the  Participant  is  a  Key  Employee
                  (pursuant to Section 14) for the  applicable or any prior Plan
                  Year,  medical  benefits  provided  pursuant  to Code  section
                  419A(d)(1).  For purposes of this Section 13.1, "Account" also
                  includes  a   Participant's   account  in  all  other  defined
                  contribution  plans currently or previously  maintained by any
                  Related Company. The Plan Year refers to the year to which the
                  allocation pertains,  regardless of when it was allocated. The
                  Plan Year shall be the Code section 415 limitation year.

         13.2     Maximum Annual Addition

                  The Annual  Addition to a  Participant's  accounts  under this
                  Plan and any other defined contribution plan maintained by any
                  Related  Company for any Plan Year shall not exceed the lesser
                  of (1) 25% of his or her Taxable  Income or (2) the greater of
                  $30,000  or  one-quarter  of the dollar  limitation  in effect
                  under Code section 415(b)(1)(A).

         13.3     Avoiding an Excess Annual Addition

                  If, at any time  during a Plan  Year,  the  allocation  of any
                  additional   Contributions  would  produce  an  excess  Annual
                  Addition  for  such  year,  Contributions  to be made  for the
                  remainder  of the Plan Year  shall be  limited  to the  amount
                  needed for each  affected  Participant  to receive the maximum
                  Annual Addition.

         13.4     Correcting an Excess Annual Addition

                  Upon  the  discovery  of  an  excess  Annual   Addition  to  a
                  Participant's    Account    (resulting    from    forfeitures,
                  allocations,   reasonable  error  in  determining  Participant
                  compensation or the amount of elective contributions, or other
                  facts and  circumstances  acceptable  to the Internal  Revenue
                  Service) the excess  amount  (adjusted  to reflect  investment
                  gains)  shall  first be  returned  to the  Participant  to the
                  extent of his or her  Pre-Tax  Contributions  (however  to the
                  extent  Pre-Tax  Contributions  were matched,  the  applicable
                  Company Match  Contributions  shall be forfeited in proportion
                  to  the  returned  matched  Pre-Tax   Contributions)  and  the
                  remaining   excess,   if  any,  plus  returned  Company  Match
                  Contributions,  shall be forfeited by the Participant and used
                  to   reduce   subsequent   Contributions   as   soon   as   is
                  administratively feasible.

         13.5     Correcting a Multiple Plan Excess

                  If a  Participant,  whose  Account is credited  with an excess
                  Annual Addition, received allocations to more than one defined
                  contribution  plan,  the excess shall be corrected by reducing
                  the  Annual  Addition  to this  Plan only  after all  possible
                  reductions  have been made to the other  defined  contribution
                  plans.

         13.6     "Defined Benefit Fraction" Defined

                  The  fraction,  for any Plan Year,  where the numerator is the
                  "projected  annual benefit" and the denominator is the greater
                  of 125% of the  "protected  current  accrued  benefit"  or the
                  normal  limit  which is the lesser of (1) 125% of the  maximum
                  dollar limitation provided under Code section 415(b)(1)(A) for
                  the Plan  Year or (2) 140% of the  amount  which  may be taken
                  into  account  under Code  section  415(b)(1)(B)  for the Plan
                  Year, where a Participant's:

                  (a)      "projected  annual  benefit"  is the  annual  benefit
                           provided  by the  Plan  determined  pursuant  to Code
                           section 415(e)(2)(A), and

                  (b)      "protected  current  accrued  benefit"  in a  defined
                           benefit plan in existence on (1) July 1, 1982,  shall
                           be the  accrued  annual  benefit  provided  for under
                           Public Law 97-248, section 235(g)(4),  as amended, or
                           (2) on May  6,  1986,  shall  be the  accrued  annual
                           benefit provided for under Public Law 99-514, section
                           1106(i)(3).

         13.7     "Defined Contribution Fraction" Defined

                  The   fraction   where  the   numerator  is  the  sum  of  the
                  Participant's  Annual  Addition for each Plan Year to date and
                  the  denominator  is the sum of the "annual  amounts" for each
                  year in which the  Participant  has  performed  service with a
                  Related Company.  The "annual amount" for any Plan Year is the
                  lesser  of (1) 125% of the Code  section  415(c)(1)(A)  dollar
                  limitation (determined without regard to subsection (c)(6)) in
                  effect  for the Plan  Year  and (2)  140% of the Code  section
                  415(c)(1)(B) amount in effect for the Plan Year, where:

                  (a)      each Annual  Addition is  determined  pursuant to the
                           Code  section  415(c)  rules in effect  for such Plan
                           Year, and

                  (b)      the  numerator  is  adjusted  pursuant  to Public Law
                           97-248, section 235(g)(3),  as amended, or Public Law
                           99-514, section 1106(i)(4).

         13.8     Combined Plan Limits and Correction

                  If a Participant  has also  participated  in a defined benefit
                  plan maintained by a Related  Company,  the sum of the Defined
                  Benefit Fraction and the Defined Contribution Fraction for any
                  Plan Year may not exceed 1.0. If the combined fraction exceeds
                  1.0 for any Plan Year,  the  Participant's  benefit  under any
                  defined   benefit   plan  (to  the  extent  it  has  not  been
                  distributed or used to purchase an annuity  contract) shall be
                  limited  so that the  combined  fraction  does not  exceed 1.0
                  before any defined contribution limits will be enforced.

14       TOP HEAVY RULES

         14.1     Top Heavy Definitions

                  When  capitalized,  the  following  words and phrases have the
                  following meanings when used in this Section:

                  (a)      "Aggregation  Group".  The group  consisting  of each
                           qualified  plan  of  an  Employer  (and  its  Related
                           Companies)   (1)  in  which  a  Key   Employee  is  a
                           participant   or  was  a   participant   during   the
                           determination period (regardless of whether such plan
                           has terminated), or (2) which enables another plan in
                           the group to meet the  requirements  of Code sections
                           401(a)(4) and 410(b). The Employer may also treat any
                           other  qualified  plan as part  of the  group  if the
                           group would continue to meet the requirements of Code
                           sections  401(a)(4)  and 410(b)  with such plan being
                           taken into account.

                  (b)      "Determination  Date".  The  last  Trade  Date of the
                           preceding  Plan  Year or,  in the case of the  Plan's
                           first  year,  the last  Trade  Date of the first Plan
                           Year.

                  (c)      "Key Employee".  A current or former Employee (or his
                           or her  Beneficiary)  who at any time during the five
                           year period ending on the Determination Date was:

                           (1)      an  officer  of  a  Related   Company  whose
                                    Compensation  (i)  exceeds 50% of the amount
                                    in effect  under Code  section  415(b)(1)(A)
                                    and (ii)  places him  within  the  following
                                    highest paid group of officers:


        Number of Employees                               Number of
      not Excluded Under Code                            Highest Paid
         Section 414(q)(8)                            Officers Included
         -----------------                            -----------------

            Less than 30                                      3
             30 to 500                               10% of the number of
                                                    Employees not excluded
                                                      under Code section
                                                          414(q)(8)
           More than 500                                      50

                           (2)      a more than 5% Owner,

                           (3)      a more  than  1%  Owner  whose  Compensation
                                    exceeds $150,000, or

                           (4)      a more than  0.5%  Owner who is among the 10
                                    Employees  owning the largest  interest in a
                                    Related   Company  and  whose   Compensation
                                    exceeds  the  amount  in effect  under  Code
                                    section 415(c)(1)(A).

                  (d)      "Plan Benefit".  The sum as of the Determination Date
                           of (1) an Employee's  Account,  (2) the present value
                           of his or her other accrued benefits  provided by all
                           qualified plans within the Aggregation Group, and (3)
                           the aggregate distributions made within the five year
                           period  ending  on such  date.  Plan  Benefits  shall
                           exclude  rollover  contributions  and  plan  to  plan
                           transfers made after December 31, 1983 which are both
                           employee  initiated  and from a plan  maintained by a
                           non-related employer.

                  (e)      "Top Heavy". The Plan's status when the Plan Benefits
                           of Key  Employees  account  for more  than 60% of the
                           Plan  Benefits of all  Employees  who have  performed
                           services  at any time  during  the five  year  period
                           ending on the  Determination  Date. The Plan Benefits
                           of  Employees  who  were,  but  are  no  longer,  Key
                           Employees  (because  they have not been an officer or
                           Owner during the five year  period),  are excluded in
                           the determination.

         14.2     Special Contributions

                  (a)      Minimum Contribution Requirement.  For each Plan Year
                           in which the Plan is Top Heavy,  the  Employer  shall
                           not allow any  contributions  (other  than a Rollover
                           Contribution)  to be made by or on  behalf of any Key
                           Employee  unless the  Employer  makes a  contribution
                           (other than Pre-Tax and Company Match  Contributions)
                           on  behalf  of all  Participants  who  were  Eligible
                           Employees  as of the last day of the Plan  Year in an
                           amount   equal   to  at   least   3%  of  each   such
                           Participant's Taxable Income. The Administrator shall
                           remove any such contributions  (including  applicable
                           investment gain or loss) credited to a Key Employee's
                           Account in violation of the foregoing rule and return
                           them  to the  Employer  or  Employee  to  the  extent
                           permitted  by the  Limited  Return  of  Contributions
                           paragraph of Section 18.

                  (b)      Overriding    Minimum    Benefit.    Notwithstanding,
                           contributions  shall be  permitted  on  behalf of Key
                           Employees  if the Employer  also  maintains a defined
                           benefit plan which  automatically  provides a benefit
                           which  satisfies the Code section  416(c)(1)  minimum
                           benefit   requirements,   including  the   adjustment
                           provided in Code section 416(h)(2)(A), if applicable.
                           If this Plan is part of an aggregation group in which
                           a Key  Employee is receiving a benefit and no minimum
                           is provided in any other plan, a minimum contribution
                           of at least 3% of Taxable Income shall be provided to
                           the Employees specified in the preceding paragraph of
                           this plan.  In  addition,  the  Employer may offset a
                           defined benefit minimum by contributions  (other than
                           Pre-Tax and Company Match Contributions) made to this
                           Plan.

         14.3     Adjustment to Combined Limits for Different Plans

                  For each Plan Year in which the Plan is Top Heavy,  100% shall
                  be  substituted  for 125% in determining  the Defined  Benefit
                  Fraction and the Defined Contribution Fraction.

15       PLAN ADMINISTRATION

         15.1     Plan Delineates Authority and Responsibility

                  Plan fiduciaries include the Company,  the Administrator,  the
                  Committee  and/or the Trustee,  as applicable,  whose specific
                  duties are  delineated  in this Plan and Trust.  In  addition,
                  Plan  fiduciaries  also  include  any  other  person  to  whom
                  fiduciary duties or  responsibility  is delegated with respect
                  to the  Plan.  Any  person or group may serve in more than one
                  fiduciary  capacity  with  respect to the Plan.  To the extent
                  permitted  under  ERISA  section  405, no  fiduciary  shall be
                  liable for a breach by another fiduciary.

         15.2     Fiduciary Standards

                  Each fiduciary shall:

                  (a)      discharge his or her duties in  accordance  with this
                           Plan and Trust to the extent they are consistent with
                           ERISA;

                  (b)      use  that  degree  of  care,   skill,   prudence  and
                           diligence  that a  prudent  person  acting  in a like
                           capacity and familiar  with such matters would use in
                           the conduct of an enterprise of a like  character and
                           with like aims;

                  (c)      act with the exclusive purpose of providing  benefits
                           to   Participants   and  their   Beneficiaries,   and
                           defraying  reasonable  expenses of administering  the
                           Plan;

                  (d)      diversify  Plan  investments,   to  the  extent  such
                           fiduciary is responsible for directing the investment
                           of Plan  assets,  so as to minimize the risk of large
                           losses,  unless under the circumstances it is clearly
                           prudent not to do so; and

                  (e)      treat    similarly    situated    Participants    and
                           Beneficiaries  in  a  uniform  and  nondiscriminatory
                           manner.

         15.3     Company is ERISA Plan Administrator

                  The Company is the plan  administrator,  within the meaning of
                  ERISA section 3(16),  which is responsible for compliance with
                  all reporting and disclosure  requirements,  except those that
                  are  explicitly  the   responsibility  of  the  Trustee  under
                  applicable law. The Administrator  and/or Committee shall have
                  any necessary  authority to carry out such  functions  through
                  the actions of the  Administrator,  duly appointed officers of
                  the Company, and/or the Committee.

         15.4     Administrator Duties

                  The Administrator  shall have the  discretionary  authority to
                  construe this Plan and Trust,  other than the provisions which
                  relate  to the  Trustee,  and to do all  things  necessary  or
                  convenient  to effect  the intent  and  purposes  of the Plan,
                  whether or not such powers are  specifically set forth in this
                  Plan  and   Trust.   Actions   taken  in  good  faith  by  the
                  Administrator   shall  be   conclusive   and  binding  on  all
                  interested  parties,  and shall be given the maximum  possible
                  deference  allowed by law. In  addition  to the duties  listed
                  elsewhere  in  this  Plan  and  Trust,   the   Administrator's
                  authority   shall   include,   but  not  be  limited  to,  the
                  discretionary authority to:

                  (a)      determine  who  is  eligible  to  participate,  if  a
                           contribution  qualifies  as a rollover  contribution,
                           the allocation of Contributions,  and the eligibility
                           for loans, withdrawals and distributions;

                  (b)      provide   each   Participant   with  a  summary  plan
                           description no later than 90 days after he or she has
                           become a Participant (or such other period  permitted
                           under ERISA section 104(b)(1)),  as well as informing
                           each Participant of any material  modification to the
                           Plan in a timely manner;

                  (c)      make a copy of the following  documents  available to
                           Participants  during normal work hours: this Plan and
                           Trust (including subsequent  amendments),  all annual
                           and  interim  reports of the  Trustee  related to the
                           entire Plan, the latest annual report and the summary
                           plan description;

                  (d)      determine  the fact of a  Participant's  death and of
                           any  Beneficiary's  right  to  receive  the  deceased
                           Participant's  interest  based  upon  such  proof and
                           evidence as it deems necessary;

                  (e)      establish  and  review  at least  annually  a funding
                           policy   bearing  in  mind  both  the  short-run  and
                           long-run  needs and goals of the Plan.  To the extent
                           Participants  may direct their own  investments,  the
                           funding policy shall focus on which  Investment Funds
                           are available for Participants to use; and

                  (f)      adjudicate  claims  pursuant to the claims  procedure
                           described in Section 18.

         15.5     Advisors May be Retained

                  The   Administrator   may  retain  such  agents  and  advisors
                  (including  attorneys,  accountants,  actuaries,  consultants,
                  record   keepers,   investment   counsel  and   administrative
                  assistants) as  it  considers  necessary  to  assist it in the
                  performance of its duties. The Administrator shall also comply
                  with the bonding requirements of ERISA section 412.

         15.6     Delegation of Administrator Duties

                  The Company,  as  Administrator  of the Plan,  has appointed a
                  Committee to  administer  the Plan on its behalf.  The Company
                  shall   provide  the  Trustee  with  the  names  and  specimen
                  signatures  of any persons  authorized  to serve as  Committee
                  members  and act as or on its  behalf.  Any  Committee  member
                  appointed  by the Company  shall serve at the  pleasure of the
                  Company,  but may  resign by  written  notice to the  Company.
                  Committee  members shall serve without  compensation  from the
                  Plan for such services.  Except to the extent that the Company
                  otherwise  provides,  any  delegation of duties to a Committee
                  shall carry with it the full  discretionary  authority  of the
                  Administrator to complete such duties.

         15.7     Committee Operating Rules

                  (a)      Actions of Majority. Any act delegated by the Company
                           to the  Committee  may be done by a  majority  of its
                           members. The majority may be expressed by a vote at a
                           meeting  or  in  writing  without  a  meeting,  and a
                           majority  action shall be  equivalent to an action of
                           all Committee members.

                  (b)      Meetings. The Committee shall hold meetings upon such
                           notice, place and times as it determines necessary to
                           conduct its functions properly.

                  (c)      Reliance by Trustee.  The Committee may authorize one
                           or more of its  members to execute  documents  on its
                           behalf and may  authorize  one or more of its members
                           or  other  individuals  who are not  members  to give
                           written  direction to the Trustee in the  performance
                           of its  duties.  The  Committee  shall  provide  such
                           authorization in writing to the Trustee with the name
                           and specimen  signatures of any person  authorized to
                           act on its  behalf.  The  Trustee  shall  accept such
                           direction and rely upon it until  notified in writing
                           that the Committee has revoked the  authorization  to
                           give such direction.  The Trustee shall not be deemed
                           to be on notice of any  change in the  membership  of
                           the  Committee,  parties  authorized  to  direct  the
                           Trustee  in the  performance  of its  duties,  or the
                           duties  delegated  to  and  by  the  Committee  until
                           notified in writing.

16       MANAGEMENT OF INVESTMENTS

         16.1     Trust Agreement

                  All Plan  assets  shall be held by the  Trustee  in trust,  in
                  accordance with those  provisions of this Plan and Trust which
                  relate to the Trustee,  for use in providing Plan benefits and
                  paying Plan expenses not paid  directly by the Employer.  Plan
                  benefits  will be drawn  solely from the Trust and paid by the
                  Trustee as directed by the Administrator. Notwithstanding, the
                  Administrator  may appoint,  with the approval of the Trustee,
                  another  trustee to hold and  administer  Plan assets which do
                  not meet the requirements of Section 16.2.

         16.2     Investment Funds

                  The  Administrator  is hereby granted  authority to direct the
                  Trustee  to  invest  Trust  assets  in one or more  Investment
                  Funds.  The number and composition of Investment  Funds may be
                  changed from time to time,  without the  necessity of amending
                  this  Plan and  Trust  document.  The  Trustee  may  establish
                  reasonable limits on the number of Investment Funds as well as
                  the acceptable  assets for any such  Investment  Fund. Each of
                  the Investment Funds may be comprised of any of the following:

                  (a)      shares of a registered investment company, whether or
                           not  the  Trustee  or  any of  its  affiliates  is an
                           advisor  to,  or  other  service  provider  to,  such
                           company;

                  (b)      collective   investment   funds   maintained  by  the
                           Trustee,  or any other  fiduciary to the Plan,  which
                           are  available  for  investment  by trusts  which are
                           qualified under Code sections 401(a) and 501(a);

                  (c)      individual  equity and fixed income  securities which
                           are readily tradeable on the open market;

                  (d)      guaranteed  investment  contracts issued by a bank or
                           insurance company; and

                  (e)      interest bearing deposits of the Trustee.

                  Any Investment Fund assets invested in a collective investment
                  fund,   shall  be  subject  to  all  the   provisions  of  the
                  instruments   establishing  and  governing  such  fund.  These
                  instruments,   including  any   subsequent   amendments,   are
                  incorporated herein by reference.

         16.3     Authority to Hold Cash

                  The Trustee shall have the  authority to cause the  investment
                  manager of each Investment Fund to maintain sufficient deposit
                  or money market type assets in each  Investment Fund to handle
                  the   Fund's   liquidity   and   disbursement    needs.   Each
                  Participant's and Beneficiary's  Sweep Account,  which is used
                  to hold  assets  pending  investment  or  disbursement,  shall
                  consist of interest bearing deposits of the Trustee.

         16.4     Trustee to Act Upon Instructions

                  The Trustee shall carry out  instructions  to invest assets in
                  the  Investment  Funds  as  soon  as  practicable  after  such
                  instructions    are   received    from   the    Administrator,
                  Participants, or Beneficiaries. Such instructions shall remain
                  in effect until changed by the Administrator,  Participants or
                  Beneficiaries.

         16.5     Administrator Has Right to Vote Registered  Investment Company
                  Shares

                  The  Administrator  shall  be  entitled  to  vote  proxies  or
                  exercise  any  shareholder  rights  relating to shares held on
                  behalf  of  the  Plan  in  a  registered  investment  company.
                  Notwithstanding,  the  authority  to vote proxies and exercise
                  shareholder  rights  related to such  shares  held in a Custom
                  Fund is vested as provided otherwise in Section 16.

         16.6     Custom Fund Investment Management

                  The  Administrator  may  designate,  with the  consent  of the
                  Trustee,   an  investment  manager  for  any  Investment  Fund
                  established  by the Trustee  solely for  Participants  of this
                  Plan (a "Custom  Fund").  The  investment  manager  may be the
                  Administrator,  Trustee or an investment  manager  pursuant to
                  ERISA  section  3(38).  The  Administrator  shall  advise  the
                  Trustee in writing of the appointment of an investment manager
                  and shall cause the  investment  manager to acknowledge to the
                  Trustee in writing that the investment  manager is a fiduciary
                  to the Plan.

                  A Custom Fund shall be subject to the following:

                  (a)      Guidelines.  Written  guidelines,  acceptable  to the
                           Trustee, shall be established for a Custom Fund. If a
                           Custom Fund consists solely of collective  investment
                           funds or shares of a  registered  investment  company
                           (and  sufficient  deposit or money market type assets
                           to  handle  the  Fund's  liquidity  and  disbursement
                           needs), its' underlying  instruments shall constitute
                           the guidelines.

                  (b)      Authority  of  Investment  Manager.   The  investment
                           manager of a Custom Fund  shall  have  the  authority
                           to vote  or  execute  proxies,  exercise  shareholder
                           rights, manage, acquire, and dispose of Trust assets.

                  (c)      Custody  and  Trade   Settlement.   Unless  otherwise
                           expressly agreed to by the Trustee, the Trustee shall
                           maintain  custody  of all Custom  Fund  assets and be
                           responsible  for the  settlement  of all Custom  Fund
                           trades.  For  purposes of this  section,  shares of a
                           collective  investment  fund,  shares of a registered
                           investment   company   and   guaranteed    investment
                           contracts  issued  by a bank  or  insurance  company,
                           shall be regarded  as the Custom Fund assets  instead
                           of the underlying assets of such instruments.

                  (d)      Limited  Liability  of  Co-Fiduciaries.  Neither  the
                           Administrator  nor the Trustee  shall be obligated to
                           invest or otherwise manage any Custom Fund assets for
                           which  the  Trustee  or   Administrator  is  not  the
                           investment  manager  nor shall the  Administrator  or
                           Trustee be liable for acts or  omissions  with regard
                           to the investment of such assets except to the extent
                           required by ERISA.

         16.7     Authority to Segregate Assets

                  The Company may direct the Trustee to split an Investment Fund
                  into two or more funds in the event any assets in the Fund are
                  illiquid  or the  value is not  readily  determinable.  In the
                  event of such segregation, the Company shall give instructions
                  to the Trustee on what value to use for the split-off  assets,
                  and the Trustee shall not be responsible  for confirming  such
                  value.

17       TRUST ADMINISTRATION

         17.1     Trustee to Construe Trust

                  The Trustee shall have the discretionary authority to construe
                  those  provisions  of this Plan and Trust which  relate to the
                  Trustee and to do all things  necessary or  convenient  to the
                  administration  of the Trust,  whether or not such  powers are
                  specifically  set forth in this Plan and Trust.  Actions taken
                  in good faith by the Trustee shall be  conclusive  and binding
                  on all  interested  parties,  and shall be given  the  maximum
                  possible deference allowed by law.

         17.2     Trustee To Act As Owner of Trust Assets

                  Subject to the specific  conditions and  limitations set forth
                  in this Plan and Trust,  the Trustee shall have all the power,
                  authority,  rights and  privileges of an absolute owner of the
                  Trust assets and, not in limitation  but in  amplification  of
                  the foregoing, may:

                  (a)      receive,  hold,  manage,  invest and reinvest,  sell,
                           tender, exchange, dispose of, encumber,  hypothecate,
                           pledge,  mortgage,  lease, grant options  respecting,
                           repair,  alter,  insure,  or  distribute  any and all
                           property in the Trust;

                  (b)      borrow money,  participate  in  reorganizations,  pay
                           calls  and  assessments,  vote  or  execute  proxies,
                           exercise   subscription  or  conversion   privileges,
                           exercise  options and register any  securities in the
                           Trust in the name of the  nominee,  in  federal  book
                           entry form or in any other form as will permit  title
                           thereto to pass by delivery;

                  (c)      renew,  extend the due date,  compromise,  arbitrate,
                           adjust,  settle,  enforce or  foreclose,  by judicial
                           proceedings or otherwise, or defend against the same,
                           any  obligations or claims in favor of or against the
                           Trust; and

                  (d)      lend,  through  a  collective  investment  fund,  any
                           securities held in such collective investment fund to
                           brokers,  dealers  or other  borrowers  and to permit
                           such  securities to be transferred  into the name and
                           custody and be voted by the borrower or others.

         17.3     United States Indicia of Ownership

                  The Trustee shall not maintain the indicia of ownership of any
                  Trust assets  outside the  jurisdiction  of the United States,
                  except as authorized by ERISA section 404(b).

         17.4     Tax Withholding and Payment

                  (a)      Withholding. The Trustee shall calculate and withhold
                           federal (and, if applicable, state) income taxes with
                           regard to any Eligible Rollover  Distribution that is
                           not paid as a Direct  Rollover.  With  regard  to any
                           taxable distribution that is not an Eligible Rollover
                           Distribution,   the  Trustee   shall   calculate  and
                           withhold  federal (and, if applicable,  state) income
                           taxes   in   accordance   with   the    Participant's
                           withholding election.

                  (b)      Taxes Due From  Investment  Funds.  The Trustee shall
                           pay from the Investment Fund any taxes or assessments
                           imposed by any taxing or  governmental  authority  on
                           such Fund or its income,  including  related interest
                           and penalties.

         17.5     Trustee Duties and Limitations

                  Unless  otherwise  agreed  to by the  Trustee,  the  Trustee's
                  duties shall be confined to  construing  the terms of the Plan
                  and Trust as they relate to the  Trustee,  receiving  funds on
                  behalf of and making payments from the Trust, safeguarding and
                  valuing Trust assets,  and  investing  and  reinvesting  Trust
                  assets   in  the   Investment   Funds  as   directed   by  the
                  Administrator or Participants.  The Trustee shall have no duty
                  or  authority  to  ascertain  whether   Contributions  are  in
                  compliance with the Plan, to enforce  collection or to compute
                  or verify the accuracy or adequacy or any amount to be paid to
                  it by the  Employer.  The Trustee  shall not be liable for the
                  proper  application  of any part of the Trust with  respect to
                  any disbursement made at the direction of the Administrator.

         17.6     Trust Accounting

                  (a)      Annual  Report.  Within 60 days (or other  reasonable
                           period)  following  the close of the Plan  Year,  the
                           Trustee  shall  provide  the  Administrator  with  an
                           annual  accounting of Trust assets and information to
                           assist the  Administrator  in meeting  ERISA's annual
                           reporting and audit requirements.

                  (b)      Periodic Reports.  The Trustee shall maintain records
                           and  provide   sufficient   reporting  to  allow  the
                           Administrator  to properly monitor the Trust's assets
                           and activity.

                  (c)      Administrator  Approval.   Approval  of  any  Trustee
                           accounting  will  automatically  occur 90 days  after
                           such    accounting   has   been   received   by   the
                           Administrator,   unless  the  Administrator  files  a
                           written  objection  with the Trustee within such time
                           period.  Such  approval  shall  be  final  as to  all
                           matters and transactions  stated or shown therein and
                           binding upon the Administrator.

         17.7     Valuation of Certain Assets

                  If the Trustee  determines  the Trust holds any asset which is
                  not  readily  tradable  and  listed on a  national  securities
                  exchange registered under the Securities Exchange Act of 1934,
                  as amended,  the  Trustee  may engage a qualified  independent
                  appraiser to determine the fair market value of such property,
                  and the appraisal fees shall be paid from the Investment  Fund
                  containing the asset.


         17.8     Legal Counsel

                  The  Trustee  may  consult  with legal  counsel of its choice,
                  including  counsel for the Employer or counsel of the Trustee,
                  upon any question or matter arising under this Plan and Trust.
                  When relied upon by the  Trustee,  the opinion of such counsel
                  shall be evidence that the Trustee has acted in good faith.

         17.9     Fees and Expenses

                  The  Trustee's  fees for its services as Trustee shall be such
                  as may be mutually agreed upon by the Company and the Trustee.
                  Trustee  fees  and all  reasonable  expenses  of  counsel  and
                  advisors  retained by the Trustee  shall be paid in accordance
                  with Section 6.

18       RIGHTS, PROTECTION, CONSTRUCTION AND JURISDICTION

         18.1     Plan Does Not Affect Employment Rights

                  The  Plan  does  not  provide  any  employment  rights  to any
                  Employee.   The  Employer  expressly  reserves  the  right  to
                  discharge  an  Employee  at any time,  with or without  cause,
                  without  regard to the effect such  discharge  would have upon
                  the Employee's interest in the Plan.

         18.2     Limited Return of Contributions

                  Except as provided in this  paragraph,  (1) Plan assets  shall
                  not revert to the  Employer  nor be  diverted  for any purpose
                  other  than the  exclusive  benefit of  Participants  or their
                  Beneficiaries;  and (2) a Participant's  vested interest shall
                  not be subject to  divestment.  As provided  in ERISA  section
                  403(c)(2),  the actual  amount of a  Contribution  made by the
                  Employer (or the current  value of the  Contribution  if a net
                  loss has occurred) may revert to the Employer if:

                  (a)      such  Contribution  is made by reason of a mistake of
                           fact;

                  (b)      initial  qualification of the Plan under Code section
                           401(a)  is  not  received  and  a  request  for  such
                           qualification  is made  within  the  time  prescribed
                           under  Code  section  401(b)  (the  existence  of and
                           Contributions  under the Plan are hereby  conditioned
                           upon such qualification); or

                  (c)      such   Contribution  is  not  deductible  under  Code
                           section   404   (such    Contributions   are   hereby
                           conditioned upon such  deductibility)  in the taxable
                           year of the  Employer for which the  Contribution  is
                           made.

                  The  reversion to the Employer must be made (if at all) within
                  one year of the mistaken payment of the Contribution, the date
                  of denial of  qualification,  or the date of  disallowance  of
                  deduction,  as the case may be. A  Participant  shall  have no
                  rights under the Plan with respect to any such reversion.

         18.3     Assignment and Alienation

                  As provided by Code section  401(a)(13)  and to the extent not
                  otherwise required by law, no benefit provided by the Plan may
                  be anticipated, assigned or alienated, except:

                  (a)      to create, assign or recognize a right to any benefit
                           with respect to a Participant pursuant to a QDRO, or

                  (b)      to use a  Participant's  vested  Account  balance  as
                           security  for a loan from the Plan which is permitted
                           pursuant to Code section 4975.

         18.4     Facility of Payment

                  If a Plan  benefit  is due to be  paid  to a  minor  or if the
                  Administrator  reasonably  believes  that any payee is legally
                  incapable  of giving a valid  receipt  and  discharge  for any
                  payment  due him or her,  the  Administrator  shall  have  the
                  payment  of the  benefit,  or any  part  thereof,  made to the
                  person (or persons or institution) whom it reasonably believes
                  is caring for or supporting the payee,  unless it has received
                  due notice of claim therefor from a duly appointed guardian or
                  conservator  of the  payee.  Any  payment  shall to the extent
                  thereof,  be a complete  discharge of any liability  under the
                  Plan to the payee.

         18.5     Reallocation of Lost Participant's Accounts

                  If the  Administrator  cannot  locate  a  person  entitled  to
                  payment  of a Plan  benefit  after a  reasonable  search,  the
                  Administrator  may at any time thereafter  treat such person's
                  Account  as  forfeited  and use  such  amount  to  offset  any
                  Employer  Contributions or as otherwise provided in Section 8.
                  If such person subsequently  presents the Administrator with a
                  valid claim for the  benefit,  such  person  shall be paid the
                  amount treated as forfeited, plus the interest that would have
                  been earned in the Sweep Account to the date of determination.
                  The  Administrator  shall pay the amount through an additional
                  Employer  Contribution or direct the Trustee to pay the amount
                  from the Forfeiture Account.

         18.6     Claims Procedure

                  (a)      Right  to  Make  Claim.   An  interested   party  who
                           disagrees with the  Administrator's  determination of
                           his or her  right  to Plan  benefits  must  submit  a
                           written claim and exhaust this claim procedure before
                           legal recourse of any type is sought.  The claim must
                           include the  important  issues the  interested  party
                           believes  support  the  claim.   The   Administrator,
                           pursuant  to the  authority  provided  in this  Plan,
                           shall either approve or deny the claim.

                  (b)      Process  for  Denying  a Claim.  The  Administrator's
                           partial or complete  denial of an initial  claim must
                           include an understandable,  written response covering
                           (1) the  specific  reasons  why the  claim  is  being
                           denied  (with   reference  to  the   pertinent   Plan
                           provisions)  and (2) the steps  necessary  to perfect
                           the claim and obtain a final review.

                  (c)      Appeal of Denial  and Final  Review.  The  interested
                           party   may   make   a   written    appeal   of   the
                           Administrator's    initial    decision,    and    the
                           Administrator  shall  respond in the same  manner and
                           form as prescribed for denying a claim initially.

                  (d)      Time Frame. The initial claim, its review, appeal and
                           final  review  shall  be  made in a  timely  fashion,
                           subject to the following time table:

                                                                 Days to Respond
                           Action                               From Last Action
                           ------                               ----------------

                           Administrator determines benefit             NA
                           Interested party files initial request       60 days
                           Administrator's initial decision             90 days
                           Interested party requests final review       60 days
                           Administrator's final decision               60 days

                           However,  the Administrator may take up to twice the
                           maximum  response  time for its  initial  and  final
                           review if it  provides  an  explanation  within  the
                           normal period of why an extension is needed and when
                           its decision will be forthcoming.

         18.7     Construction

                  Headings are included for reading convenience.  The text shall
                  control if any ambiguity or  inconsistency  exists between the
                  headings  and the  text.  The  singular  and  plural  shall be
                  interchanged wherever  appropriate.  References to Participant
                  shall include  Beneficiary  when  appropriate  and even if not
                  otherwise already expressly stated.

         18.8     Jurisdiction and Severability

                  The  Plan  and  Trust  shall  be   construed,   regulated  and
                  administered  under ERISA and other  applicable  federal  laws
                  and, where not otherwise  preempted,  by the laws of the State
                  of  California.  If any provision of this Plan and Trust shall
                  become  invalid or  unenforceable,  that fact shall not affect
                  the validity or  enforceability of any other provision of this
                  Plan and Trust. All provisions of this Plan and Trust shall be
                  so  construed  as to  render  them  valid and  enforceable  in
                  accordance with their intent.

         18.9     Indemnification by Employer

                  The Employers  hereby agree to indemnify all Plan  fiduciaries
                  against any and all  liabilities  resulting from any action or
                  inaction,  (including a Plan  termination in which the Company
                  fails to apply for a favorable determination from the Internal
                  Revenue Service with respect to the  qualification of the Plan
                  upon its  termination),  in  relation to the Plan or Trust (1)
                  including (without limitation) expenses reasonably incurred in
                  the  defense of any claim  relating to the Plan or its assets,
                  and amounts paid in any settlement relating to the Plan or its
                  assets, but (2) excluding  liability resulting from actions or
                  inactions made in bad faith,  or resulting from the negligence
                  or willful  misconduct of the Trustee.  The Company shall have
                  the right,  but not the obligation,  to conduct the defense of
                  any action to which this Section applies. The Plan fiduciaries
                  are not entitled to indemnity from the Plan assets relating to
                  any such action.

19       AMENDMENT, MERGER AND TERMINATION

         19.1     Amendment

                  The Company reserves the right to amend this Plan and Trust at
                  any  time,  to  any  extent  and  in any  manner  it may  deem
                  necessary  or  appropriate.  The Company (and not the Trustee)
                  shall be responsible for adopting any amendments  necessary to
                  maintain  the  qualified  status of this Plan and Trust  under
                  Code sections 401(a) and 501(a). The Administrator  shall have
                  the authority to adopt Plan and Trust amendments which have no
                  substantial  adverse  financial impact upon an Employer or the
                  Plan. All interested  parties shall be bound by any amendment,
                  provided that no amendment shall:

                  (a)      become  effective  until it is accepted in writing by
                           the Trustee (which  acceptance shall not unreasonably
                           be withheld);

                  (b)      except to the extent  permissible under ERISA and the
                           Code,  make it possible  for any portion of the Trust
                           assets to revert to an Employer or to be used for, or
                           diverted to, any purpose other than for the exclusive
                           benefit of Participants and Beneficiaries entitled to
                           Plan  benefits and to defray  reasonable  expenses of
                           administering the Plan;

                  (c)      decrease  the  rights  of any  Employee  to  benefits
                           accrued  (including the elimination of optional forms
                           of  benefits)  to the date on which the  amendment is
                           adopted,  or  if  later,  the  date  upon  which  the
                           amendment  becomes  effective,  except to the  extent
                           permitted under ERISA and the Code; nor

                  (d)      permit an  Employee  to be paid the balance of his or
                           her  Pre-Tax   Account   unless  the  payment   would
                           otherwise be permitted under Code section 401(k).

         19.2     Merger

                  This Plan and Trust  may not be merged or  consolidated  with,
                  nor may its assets or liabilities  be transferred  to, another
                  plan unless each  Participant  and  Beneficiary  would, if the
                  resulting  plan were then  terminated,  receive a benefit just
                  after the merger,  consolidation or transfer which is at least
                  equal to the  benefit  which  would be received if either plan
                  had terminated just before such event.

         19.3     Plan Termination

                  The Company may, at any time and for any reason, terminate the
                  Plan, or completely discontinue contributions.  Upon either of
                  these events, or in the event of a partial  termination of the
                  Plan  within  the  meaning  of  Code  section  411(d)(3),  the
                  Accounts  of each  affected Employee  who has not yet incurred
                  a Break in Service  shall be fully vested.   Distributions  or
                  withdrawals  will be made in accordance  with the terms of the
                  Plan as in effect at the time of the Plan's  termination or as
                  thereafter amended provided that a post-termination  amendment
                  will  not  be effective to the extent that it violates Section
                  19.1 unless it is required in order to maintain  the qualified
                  status of the  Plan  upon its termination.  The Trustee's  and
                  Employer's  authority  shall   continue   beyond  the   Plan's
                  termination  date until all  Trust assets have been liquidated
                  and distributed.

         19.4     Termination of Employer's Participation

                  Any Employer may terminate its Plan participation upon written
                  notice  executed by the Employer and delivered to the Company.
                  Upon the  Employer's  request,  the Company may  instruct  the
                  Trustee and  Administrator  to spin off all affected  Accounts
                  and  underlying  assets into a separate  qualified  plan under
                  which the  Employer  shall assume the powers and duties of the
                  Company.  Alternatively,  the Company may treat the event as a
                  partial  termination  described  above or continue to maintain
                  the Accounts under the Plan.

         19.5     Replacement of the Trustee

                  The Trustee may resign as Trustee under this Plan and Trust or
                  may be  removed  by the  Company  at any time upon at least 90
                  days written notice (or less if agreed to by both parties). In
                  such event,  the Company shall appoint a successor  trustee by
                  the end of the notice period. The successor trustee shall then
                  succeed to all the powers and duties of the Trustee under this
                  Plan and Trust. If no successor  trustee has been named by the
                  end  of the  notice  period,  the  Company's  chief  executive
                  officer  shall become the trustee,  or if he or she  declines,
                  the Trustee may  petition the court for the  appointment  of a
                  successor trustee.

         19.6     Final Settlement and Accounting of Trustee

                  (a)      Final  Settlement.  As  soon  as is  administratively
                           feasible after its resignation or removal as Trustee,
                           the Trustee shall  transfer to the successor  trustee
                           all property  currently  held by the Trust.  However,
                           the  Trustee is  authorized  to  reserve  such sum of
                           money as it may deem  advisable  for  payment  of its
                           accounts   and  expenses  in   connection   with  the
                           settlement  of its accounts or other fees or expenses
                           payable by the Trust.  Any  balance  remaining  after
                           payment  of such fees and  expenses  shall be paid to
                           the successor trustee.

                  (b)      Final  Accounting.  The Trustee shall provide a final
                           accounting to the Administrator within 90 days of the
                           date  Trust  assets  are transferred to the successor
                           trustee.

                  (c)      Administrator   Approval.   Approval   of  the  final
                           accounting  will  automatically  occur 90 days  after
                           such    accounting   has   been   received   by   the
                           Administrator,   unless  the  Administrator  files  a
                           written  objection  with the Trustee within such time
                           period.  Such  approval  shall  be  final  as to  all
                           matters and transactions  stated or shown therein and
                           binding upon the Administrator.

                          APPENDIX A - INVESTMENT FUNDS


I.       Investment Funds Available

         The Investment  Funds offered to Participants  and  Beneficiaries as of
         the Effective Date include this set of daily valued funds:


                            Category             Funds
                            --------             -----

                            Money Market         Money Market

                            Income               U.S. Treasury Allocation

                            Balanced             Asset Allocation

                            Equity               Growth Stock
                                                 Fidelity Contra

                            Combination          LifePath


II.      Default Investment Fund

         The  default  Investment  Fund as of the  Effective  Date is the  Money
         Market Fund.


III.     Maximum Percentage Restrictions Applicable to Certain Investment Funds

         As of the Effective Date, there are no maximum percentage  restrictions
         applicable to any Investment Funds.

                 APPENDIX B - PAYMENT OF PLAN FEES AND EXPENSES


As of the Effective Date, payment of Plan fees and expenses shall be as follows:

1)       Investment  Management  Fees:  These are paid by  Participants  in that
         management  fees reduce the investment  return reported and credited to
         Participants.

2)       Special  Fund  Maintenance  Fees:  These are paid by the  Employer on a
         quarterly basis.

3)       Recordkeeping  Fees:  These are paid by  Participants  and are assessed
         monthly and billed/collected from Accounts quarterly.

4)       Loan  Fees:  A $3.50  per month fee is  assessed  and  billed/collected
         quarterly from the Account of each  Participant  who has an outstanding
         loan  balance for loans  entered  into on or after  April 1, 1994.  For
         loans  entered  into  prior  to April 1,  1994,  these  are paid by the
         Employer on a quarterly basis.

5)       Investment  Fund Election  Changes:  For each  Investment Fund election
         change by a  Participant,  in excess of 4 changes  per year,  a $10 fee
         will be assessed and billed/collected  quarterly from the Participant's
         Account.

6)       Recurring  Payment  Fees:  A $3.00 per check fee will be  assessed  and
         billed/collected quarterly from the Participant's Account.

7)       Additional  Fees Paid by  Employer:  All other  Plan  related  fees and
         expenses  shall  be  paid  by the  Employer.  To the  extent  that  the
         Administrator  later  elects  that  any  such  fees  shall  be borne by
         Participants,  the fees  shall be added to the  recordkeeping  fees and
         assessed against Participants'  Accounts, per 3) above and estimates of
         the fees shall be determined and reconciled, at least annually.

                         APPENDIX C - LOAN INTEREST RATE


As of the Effective  Date, the interest rate charged on Participant  loans shall
be equal to the Trustee's prime rate, plus 2%.