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                                                                  Exhibit 10(iv)













                                KCS Energy, Inc.

                          Savings and Investment Plan
<PAGE>
                             BASIC PLAN DOCUMENT 04
                               TABLE OF CONTENTS


SECTION ONE DEFINITIONS........................................................1
   1.01 ADOPTION AGREEMENT.....................................................1
   1.02 BASIC PLAN DOCUMENT....................................................1
   1.03 BENEFICIARY............................................................1
   1.04 BREAK IN ELIGIBILITY SERVICE...........................................1
   1.05 BREAK IN VESTING SERVICE...............................................1
   1.06 CODE...................................................................1
   1.07 COMPENSATION...........................................................1
   1.08 CUSTODIAN..............................................................3
   1.09 DISABILITY.............................................................3
   1.10 EARLY RETIREMENT AGE...................................................3
   1.11 EARNED INCOME..........................................................3
   1.12 EFFECTIVE DATE.........................................................3
   1.13 ELIGIBILITY COMPUTATION PERIOD.........................................3
   1.14 EMPLOYEE...............................................................3
   1.15 EMPLOYER...............................................................3
   1.16 EMPLOYER CONTRIBUTION..................................................3
   1.17 EMPLOYMENT COMMENCEMENT DATE...........................................3
   1.18 EMPLOYER PROFIT SHARING CONTRIBUTION...................................3
   1.19 ENTRY DATES............................................................4
   1.20 ERISA..................................................................4
   1.21 FORFEITURE.............................................................4
   1.22 FUND...................................................................4
   1.23 HIGHLY COMPENSATED EMPLOYEE............................................4
   1.24 HOURS OF SERVICE-Means.................................................4
   1.25 INDIVIDUAL ACCOUNT.....................................................5
   1.26 INVESTMENT FUND........................................................5
   1.27 KEY EMPLOYEE...........................................................5
   1.28 LEASED EMPLOYEE........................................................5
   1.29 NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS...................................5
   1.30 NORMAL RETIREMENT AGE..................................................6
   1.31 OWNER-EMPLOYEE.........................................................6
   1.32 PARTICIPANT............................................................6
   1.33 PLAN...................................................................6
   1.34 PLAN ADMINISTRATOR.....................................................6
   1.35 PLAN YEAR..............................................................6
   1.36 PRIOR PLAN.............................................................6
   1.37 PROTOTYPE SPONSOR......................................................6
   1.38 QUALIFYING PARTICIPANT.................................................6
   1.39 RELATED EMPLOYER.......................................................6
   1.40 RELATED EMPLOYER PARTICIPATION AGREEMENT...............................6
   1.41 SELF-EMPLOYED INDIVIDUAL...............................................6
   1.42 SEPARATE FUND..........................................................6
   1.43 TAXABLE WAGE BASE......................................................6
   1.44 TERMINATION OF EMPLOYMENT..............................................6

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<Table>


<S>                                                                                          <C>

     1.45 TOP-HEAVY PLAN.......................................................................7
     1.46 TRUSTEE..............................................................................7
     1.47 VALUATION DATE.......................................................................7
     1.48 VESTED...............................................................................7
     1.49 YEAR OF ELIGIBILITY SERVICE..........................................................7
     1.50 YEAR OF VESTING SERVICE..............................................................7
SECTION TWO ELIGIBILITY AND PARTICIPATION......................................................7
     2.01 ELIGIBILITY TO PARTICIPATE...........................................................7
     2.02 PLAN ENTRY...........................................................................7
     2.03 TRANSFER TO OR FROM INELIGIBLE CLASS.................................................8
     2.04 RETURN AS A PARTICIPANT AFTER BREAK IN ELIGIBILITY SERVICE...........................8
     2.05 DETERMINATIONS UNDER THIS SECTION....................................................8
     2.06 TERMS OF EMPLOYMENT..................................................................8
     2.07 SPECIAL RULES WHERE ELAPSED TIME METHOD IS BEING USED................................8
     2.08 ELECTION NOT TO PARTICIPATE..........................................................9
SECTION THREE CONTRIBUTIONS....................................................................9
     3.01 EMPLOYER CONTRIBUTIONS...............................................................9
     3.02 NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS................................................12
     3.03 ROLLOVER CONTRIBUTIONS..............................................................12
     3.04 TRANSFER CONTRIBUTIONS..............................................................12
     3.05 LIMITATION ON ALLOCATIONS...........................................................12
SECTION FOUR INDIVIDUAL ACCOUNTS OF PARTICIPANTS AND VALUATION................................16
     4.01 INDIVIDUAL ACCOUNTS.................................................................16
     4.02 VALUATION OF FUND...................................................................16
     4.03 VALUATION OF INDIVIDUAL ACCOUNTS....................................................16
     4.04 MODIFICATION OF METHOD FOR VALUING INDIVIDUAL ACCOUNTS..............................18
     4.05 SEGREGATION OF ASSETS...............................................................18
     4.06 STATEMENT OF INDIVIDUAL ACCOUNTS....................................................18
SECTION FIVE TRUSTEE OR CUSTODIAN.............................................................18
     5.01 CREATION OF FUND....................................................................18
     5.02 INVESTMENT AUTHORITY................................................................18
     5.03 FINANCIAL ORGANIZATION CUSTODIAN OR TRUSTEE WITHOUT FULL TRUST POWERS...............18
     5.04 FINANCIAL ORGANIZATION TRUSTEE WITH FULL TRUST POWERS AND INDIVIDUAL TRUSTEE........19
     5.05 DIVISION OF FUND INTO INVESTMENT FUNDS..............................................20
     5.06 COMPENSATION AND EXPENSES...........................................................20
     5.07 NOT OBLIGATED TO QUESTION DATA......................................................21
     5.08 LIABILITY FOR WITHHOLDING ON DISTRIBUTIONS..........................................21
     5.09 RESIGNATION OR REMOVAL OF TRUSTEE (OR CUSTODIAN)....................................21
     5.10 DEGREE OF CARE-LIMITATIONS OF LIABILITY.............................................21
     5.11 INDEMNIFICATION OF PROTOTYPE SPONSOR AND TRUSTEE (OR CUSTODIAN).....................22
     5.12 INVESTMENT MANAGERS.................................................................22
     5.13 MATTERS RELATING TO INSURANCE.......................................................22
     5.14 DIRECTION OF INVESTMENTS BY PARTICIPANT.............................................23
SECTION SIX VESTING AND DISTRIBUTION..........................................................23
     6.01 DISTRIBUTION TO PARTICIPANT.........................................................23
     6.02 FORM OF DISTRIBUTION TO A PARTICIPANT...............................................26
     6.03 DISTRIBUTIONS UPON THE DEATH OF A PARTICIPANT.......................................27
     6.04 FORM OF DISTRIBUTION TO BENEFICIARY.................................................28
     6.05 JOINT AND SURVIVOR ANNUITY REQUIREMENTS.............................................28
     6.06 DISTRIBUTION REQUIREMENTS...........................................................31

</Table>
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<TABLE>
<S>                                                                                            <C>
6.07 ANNUITY CONTRACTS........................................................................ 35
6.08 LOANS TO PARTICIPANTS.................................................................... 35
6.09 DISTRIBUTION IN KIND..................................................................... 36
6.10 DIRECT ROLLOVERS OF ELIGIBLE ROLLOVER DISTRIBUTIONS...................................... 36
6.11 PROCEDURE FOR MISSING PARTICIPANTS OR BENEFICIARIES...................................... 36
SECTION SEVEN CLAIMS PROCEDURE................................................................ 36
7.01 FILING A CLAIM FOR PLAN DISTRIBUTIONS.................................................... 36
7.02 DENIAL OF CLAIM.......................................................................... 37
7.03 REMEDIES AVAILABLE....................................................................... 37
SECTION EIGHT PLAN ADMINISTRATOR.............................................................. 37
8.01 EMPLOYER IS PLAN ADMINISTRATOR........................................................... 37
8.02 POWERS AND DUTIES OF THE PLAN ADMINISTRATOR.............................................. 37
8.03 EXPENSES AND COMPENSATION................................................................ 38
8.04 INFORMATION FROM EMPLOYER................................................................ 38
SECTION NINE AMENDMENT AND TERMINATION........................................................ 38
9.01 RIGHT OF PROTOTYPE SPONSOR TO AMEND THE PLAN............................................. 38
9.02 RIGHT OF EMPLOYER TO AMEND THE PLAN...................................................... 38
9.03 LIMITATION ON POWER TO AMEND............................................................. 39
9.04 AMENDMENT OF VESTING SCHEDULE............................................................ 39
9.05 PERMANENCY............................................................................... 39
9.06 METHOD AND PROCEDURE FOR TERMINATION..................................................... 39
9.07 CONTINUANCE OF PLAN BY SUCCESSOR EMPLOYER................................................ 39
9.08 FAILURE OF PLAN QUALIFICATION............................................................ 39
SECTION TEN MISCELLANEOUS..................................................................... 40
10.01 STATE COMMUNITY PROPERTY LAWS........................................................... 40
10.02 HEADINGS................................................................................ 40
10.03 GENDER AND NUMBER....................................................................... 40
10.04 PLAN MERGER OR CONSOLIDATION............................................................ 40
10.05 STANDARD OF FIDUCIARY CONDUCT........................................................... 40
10.06 GENERAL UNDERTAKING OF ALL PARTIES...................................................... 40
10.07 AGREEMENT BINDS HEIRS, ETC.............................................................. 40
10.08 DETERMINATION OF TOP-HEAVY STATUS....................................................... 40
10.09 SPECIAL LIMITATIONS FOR OWNER-EMPLOYEES................................................. 42
10.10 INALIENABILITY OF BENEFITS.............................................................. 42
10.11 CANNOT ELIMINATE PROTECTED BENEFITS..................................................... 42
SECTION ELEVEN 401(K) PROVISIONS.............................................................. 43
11.100 DEFINITIONS............................................................................ 43
11.101 ACTUAL DEFERRAL PERCENTAGE (ADP)....................................................... 43
11.102 AGGREGATE LIMIT........................................................................ 43
11.103 AVERAGE CONTRIBUTION PERCENTAGE (ACP).................................................. 43
11.104 CONTRIBUTING PARTICIPANT............................................................... 43
11.105 CONTRIBUTION PERCENTAGE................................................................ 43
11.106 CONTRIBUTION PERCENTAGE AMOUNTS........................................................ 43
11.107 ELECTIVE DEFERRALS..................................................................... 43
11.108 ELIGIBLE PARTICIPANT................................................................... 44
11.109 EXCESS AGGREGATE CONTRIBUTIONS......................................................... 44
11.110 EXCESS CONTRIBUTIONS................................................................... 44
11.111 EXCESS ELECTIVE DEFERRALS.............................................................. 44
11.112 MATCHING CONTRIBUTION.................................................................. 44
11.113 QUALIFIED NONELECTIVE CONTRIBUTIONS.................................................... 44
</Table>
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<Table>

<S>       <C>                                                                             <C>
11.114    QUALIFIED MATCHING CONTRIBUTIONS................................................44
11.115    QUALIFYING CONTRIBUTING PARTICIPANT.............................................45
11.200    CONTRIBUTING PARTICIPANT........................................................45
11.201    REQUIREMENTS TO ENROLL AS A CONTRIBUTING PARTICIPANT............................45
11.202    CHANGING ELECTIVE DEFERRAL AMOUNTS..............................................45
11.203    CEASING ELECTIVE DEFERRALS......................................................45
11.204    RETURN AS A CONTRIBUTING PARTICIPANT AFTER CEASING ELECTIVE DEFERRALS...........45
11.205    CERTAIN ONE-TIME IRREVOCABLE ELECTIONS..........................................45
11.300    CONTRIBUTIONS...................................................................45
11.301    CONTRIBUTIONS BY EMPLOYER.......................................................45
11.302    MATCHING CONTRIBUTIONS..........................................................45
11.303    QUALIFIED NONELECTIVE CONTRIBUTIONS.............................................46
11.304    QUALIFIED MATCHING CONTRIBUTIONS................................................46
11.305    NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS............................................46
11.400    NONDISCRIMINATION TESTING.......................................................46
11.401    ACTUAL DEFERRAL PERCENTAGE TEST (ADP)...........................................46
11.402    LIMITS ON NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS AND MATCHING CONTRIBUTIONS.......47
11.500    DISTRIBUTION PROVISIONS.........................................................48
11.501    GENERAL RULE....................................................................48
11.502    DISTRIBUTION REQUIREMENTS.......................................................48
11.503    HARDSHIP DISTRIBUTION...........................................................49
11.504    DISTRIBUTION OF EXCESS ELECTIVE DEFERRALS.......................................49
11.505    DISTRIBUTION OF EXCESS CONTRIBUTIONS............................................50
11.506    DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS..................................50
11.507    RECHARACTERIZATION..............................................................51
11.508    DISTRIBUTION OF ELECTIVE DEFERRALS IF EXCESS ANNUAL ADDITIONS...................51
11.600    VESTING.........................................................................51
11.601    100% VESTING ON CERTAIN CONTRIBUTIONS...........................................51
11.602    FORFEITURES AND VESTING OF MATCHING CONTRIBUTIONS...............................51
</Table>
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QUALIFIED RETIREMENT PLAN AND TRUST
DEFINED CONTRIBUTION BASIC PLAN DOCUMENT
--------------------------------------------------------------------------------

SECTION ONE    DEFINITIONS
               The following words and phrases when used in the Plan with
               initial capital letters shall, for the purpose of this Plan, have
               the meanings set forth below unless the context indicates that
               other meanings are intended:

       1.01    ADOPTION AGREEMENT
               Means the document executed by the Employer through which it
               adopts the Plan and Trust and thereby agrees to be bound by all
               terms and conditions of the Plan and Trust.

       1.02    BASIC PLAN DOCUMENT
               Means this prototype Plan and Trust document.

       1.03    BENEFICIARY
               Means the individual or individuals designated pursuant to
               Section 6.03(A) of the Plan.

       1.04    BREAK IN ELIGIBILITY SERVICE
               Means a 12 consecutive month period which coincides with an
               Eligibility Computation Period during which an Employee fails to
               complete more than 500 Hours of Service (or such lesser number of
               Hours of Service specified in the Adoption Agreement for this
               purpose).

       1.05    BREAK IN VESTING SERVICE
               Means a Plan Year (or other vesting computation period described
               in Section 1.50) during which an Employee fails to complete more
               than 500 Hours of Service (or such lesser number of Hours of
               Service specified in the Adoption Agreement for this purpose).

       1.06    CODE
               Means the Internal Revenue Code of 1986 as amended from
               time-to-time.

       1.07    COMPENSATION

               A.   Basic Definition
                    For Plan Years beginning on or after January 1, 1989, the
                    following definition of Compensation shall apply:

                    As elected by the Employer in the Adoption Agreement (and if
                    no election is made, W-2 wages will be deemed to have been
                    selected). Compensation shall mean one of the following:

                    1.   W-2 wages. Compensation is defined as information
                         required to be reported under Section 6041 and 6051,
                         and 6052 of the Code (Wages, tips and other
                         compensation as reported on Form W-2). Compensation is
                         defined as wages within the meaning of Section 3401(a)
                         of the Code and all other payments of compensation to
                         an Employee by the Employer (in the course of the
                         Employer's trade or business) for which the Employer is
                         required to furnish the Employee a written statement
                         under Section 6041(d) and 6051(a)(3), and 6052 of the
                         Code. Compensation must be determined without regard to
                         any rules under Section 3401(a) that limit the
                         remuneration included in wages based on the nature or
                         location of the employment or the services performed
                         (such as the exception for agricultural labor in
                         Section 3401(a)(2)).

                    2.   Section 3401(a) wages. Compensation is defined as wages
                         within the meaning of Section 3401(a) of the Code, for
                         the purposes of income tax withholding at the source
                         but determined without regard to any rules that limit
                         the remuneration included in wages based on the nature
                         or location of the employment or the services performed
                         (such as the exception for agricultural labor in
                         Section 3401(a)(2)).

                    3.   415 safe-harbor compensation. Compensation is defined
                         as wages, salaries, and fees for professional services
                         and other amounts received (without regard to whether
                         or not an amount is paid in cash) for personal services
                         actually rendered in the course of employment with the
                         Employer maintaining the Plan to the extent that the
                         amounts are includible in gross income (including, but
                         not limited to, commissions paid salesmen, compensation
                         for services on the basis of a percentage of profits,
                         commissions on insurance premiums, tips, bonuses,
                         fringe benefits, and reimbursements or other expense
                         allowances under a nonaccountable plan (as described in
                         1.62-2(c)), and excluding the following:



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

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

          c.   Amounts realized from the sale, exchange or other disposition of
               stock acquired under a qualified stock option; and

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

     For any Self-Employed Individual covered under the Plan, Compensation will
     mean Earned Income

B.   Determination Period And Other Rules
     Compensation shall include only that Compensation which is actually paid to
     the Participant during the determination period. Except as provided
     elsewhere in this Plan, the determination period shall be the Plan Year
     unless the Employer has selected another period in the Adoption Agreement.
     If the Employer makes no election, the determination period shall be the
     Plan Year.

     Unless otherwise indicated in the Adoption Agreement, Compensation shall
     include any amount which is contributed by the Employer pursuant to a
     salary reduction agreement and which is not includible in the gross income
     of the Employee under Sections 125, 402(e)(3), 402(1)(B) or 403(b) of the
     Code.

     Where this Plan is being adopted as an amendment and restatement to bring a
     Prior Plan into compliance with the Tax Reform Act of 1986, such Prior
     Plan's definition of Compensation shall apply for Plan Years beginning
     before January 1, 1989.

C.   Limits On Compensation
     For years beginning after December 31, 1988 and before January 1, 1994, the
     annual Compensation of each Participant taken into account for determining
     all benefits provided under the Plan for any determination period shall not
     exceed $200,000. This limitation shall be adjusted by the Secretary at the
     same time and in the same manner as under Section 415(d) of the Code,
     except that the dollar increase in effect on January 1 of any calender year
     is effective for Plan Years beginning in such calender year and the first
     adjustment to the $200,000 limitation is effective on January 1, 1990.

     For Plan Years beginning on or after January 1, 1994, the annual
     Compensation of each Participant taken into account for determining all
     benefits provided under the Plan for any Plan Year shall not exceed
     $150,000, as adjusted for increases in the cost-of-living in accordance
     with Section 401(a)(17)(B) of the Internal Revenue Code. The cost-of-living
     adjustment in effect for a calendar year applies to any determination
     period beginning in such calender year.

     If the period for determining Compensation used in calculating an
     Employee's allocation for a determination period is a short Plan Year
     (i.e., shorter than 12 months), the annual Compensation limit is an amount
     equal to the otherwise applicable annual Compensation limit multiplied by a
     fraction, the numerator of which is the number of months in the short Plan
     Year, and the denominator of which is 12.

     In determining the Compensation of a Participant for purposes of this
     limitation, the rules of Section 414(q)(6) of the Code shall apply, except
     in applying such rules, the term "family" shall include only the spouse of
     the Participant and any lineal descendants of the Participant who have not
     atained age 19 before the close of the year. If, as a result of the
     application of such rules the adjusted $200,000 limitation is exceeded,
     then (except for purposes of determining the portion of Compensation up to
     the integration level, if this Plan provides for permitted disparity). the
     limitation shall be prorated among the affected individuals in proportion
     to each such individual's Compensation as determined under this Section
     prior to the application of this limitation.

     If Compensation for any prior determination period is taken into account
     in determining an Employee's allocations or benefits for the current
     determination period, the Compensation for such prior determination period
     is subject to the applicable annual Compensation limit in effect for that
     prior period. For this purpose, in determining allocations in Plan Years
     beginning on or after January 1, 1989, the annual Compensation limit in
     effect for determination periods beginning before that date is $200,000. In
     addition, in determining allocations in Plan Years beginning on or after
     January 1, 1994, the annual Compensation limit in effect for determination
     periods beginning before that date is $150,000.

                                      -2-
<PAGE>
1.08      CUSTODIAN
          Means an enity specified in the Adoption Agreement as Custodian or any
          duly appointed successor as provided in Section 5.09.

1.09      DISABILITY
          Unless the Employer has elected a different definition in the Adoption
          Agreement, Disability means the inability to engage in any
          substantial, gainful activity by reason of any medically determinable
          physical or mental impairment that can be expected to result in death
          or which has lasted or can be expected to last for a continuous period
          of not less than 12 months. The permanence and degree of such
          impairment shall be supported by medical evidence.

1.10      EARLY RETIREMENT AGE
          Means the age specified in the Adoption Agreement. The Plan will not
          have an Early Retirement Age if none is specified in the Adoption
          Agreement.

1.11      EARNED INCOME
          Means the net earnings from self-employment in the trade or business
          with respect to which the Plan is established, for which personal
          services of the individual are a material income-producing factor. Net
          earnings will be determined without regard to items not included in
          gross income and the deductions allocable to such items. Net earnings
          are reduced by contributions by the Employer to a qualified plan to
          the extent deductible under Section 404 of the Code.

          Net earnings shall be determined with regard to the deduction allowed
          to the Employer by Section 164(f) of the Code for taxable years
          beginning after December 31, 1989.

1.12      EFFECTIVE DATE
          Means the date the Plan becomes effective as indicated in the Adoption
          Agreement. However, as indicated in the Adoption Agreement, certain
          provisions may have specific effective dates. Further, where a
          separate date is stated in the Plan as of which a particular Plan
          provision becomes effective, such date will control with respect to
          that provision.

1.13      ELIGIBILITY COMPUTATION PERIOD
          An Employee's initial Eligibility Computation Period shall be the 12
          consecutive month period commencing on the Employee's Employment
          Commencement Date. The Employee's subsequent Eligibility Computation
          Periods shall be the 12 consecutive month periods commencing on the
          anniversaries of his or her Employment Commencement Date; provided,
          however, if pursuant to the Adoption Agreement, an Employee is
          required to complete one or less Years of Eligibility Service to
          become a Participant, then his or her subsequent Eligibility
          Computation Periods shall be the Plan Years commencing with the Plan
          Year beginning during his or her initial Eligibility Computation
          Period. An Employee does not complete a Year of Eligibility Service
          before the end of the 12 consecutive month period regardless of when
          during such period the Employee completes the required number of Hours
          of Service.

1.14      EMPLOYEE
          Means any person employed by an Employer maintaining the Plan or of
          any other employer required to be aggregated with such Employer under
          Sections 414(b), (c), (m) or (o) of the Code.

          The term Employee shall also include any Leased Employee deemed to be
          an Employee of any Employer described in the previous paragraph as
          provided in Section 414(n) or (o) of the Code.

1.15      EMPLOYER
          Means any corporation, partnership, sole-proprietorship or other
          entity named in the Adoption Agreement and any successor who by
          merger, consolidation, purchase or otherwise assumes the obligations
          of the Plan. A partnership is considered to be the Employer of each of
          the partners and a sole-proprietorship is considered to be the
          Employer of a sole proprietor. Where this Plan is being maintained by
          a union or other entity that represents its member Employees in the
          negotiation of collective bargaining agreements, the term Employer
          shall mean such union or other entity.

1.16      EMPLOYER CONTRIBUTION
          Means the amount contributed by the Employer each year as determined
          under this Plan.

1.17      EMPLOYMENT COMMENCEMENT DATE
          An Employee's Employment Commencement date means the date the
          Employee first performs an Hour of Service for the Employer.

1.18      EMPLOYER PROFIT SHARING CONTRIBUTION
          Means an Employer Contribution made pursuant to the Section of the
          Adoption Agreement titled "Employer Profit Sharing Contributions." The
          Employer may make Employer Profit Sharing Contributions without regard
          to current or accumulated earnings or profits.

                                      -3-

<PAGE>


1.19      ENTRY DATES
          Means the first day of the Plan Year and the first day of
          the seventh month of the Plan Year, unless the Employer has specified
          different dates in the Adoption Agreement.

1.20      ERISA
          Means the Employee Retirement Income Security Act of 1974 as amended
          from time-to-time.

1.21      FORFEITURE
          Means that portion of a Participant's Individual Account derived from
          Employer Contributions which he or she is not entitled to receive
          (i.e., the nonvested portion).

1.22      FUND
          Means the Plan assets held by the Trustee for the Participants'
          exclusive benefit.

1.23      HIGHLY COMPENSATED EMPLOYEE
          The term Highly Compensated Employee includes highly compensated
          active employees and highly compensated former employees.

          A highly compensated active employee includes any Employee who
          performs service for the Employer during the determination year and
          who, during the look-back year: (a) received Compensation from the
          Employer in excess of $75,000 (as adjusted pursuant to Section 415(d)
          of the Code); (b) received Compensation from the Employer in excess
          of $50,000 (as adjusted pursuant to Section 415(d) of the Code) and
          was a member of the top-paid group for such year; or (c) was an
          officer of the Employer and received Compensation during such year
          that is greater than 50% of the dollar limitation in effect under
          Section 415(b)(I)(A) of the Code. The term Highly Compensated
          Employee also includes: (a) Employees who are both described in the
          preceding sentence if the term "determination year" is substituted
          for the term "look-back year" and the Employee is one of the 100
          Employees who received the most Compensation from the Employer during
          the determination year; and (b) Employees who are 5% owners at any
          time during the look-back year or determination year.

          If no officer has satisfied the Compensation requirement of (c) above
          during either a determination year or look-back year, the highest
          paid officer for such year shall be treated as a Highly Compensated
          Employee.

          For this purpose, the determination year shall be the Plan Year. The
          look-back year shall be the 12 month period immediately preceding the
          determination year.

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

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

          The determination of who is a Highly Compensated Employee, including
          the determinations of the number and identity of Employees in the
          top-paid group, the top 100 Employees, the number of Employees
          treated as officers and the Compensation that is considered, will be
          made in accordance with Section 414(q) of the Code and the regulations
          thereunder.

1.24      HOURS OF SERVICE - Means

          A.  Each hour for which an Employee is paid, or entitled to
              payment, for the performance of duties for the Employer. These
              hours will be credited to the Employee for the computation period
              in which the duties are performed; and

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




                                       4
<PAGE>
     C.   Each hour for which back pay, irrespective of mitigation of damages,
          is either awarded or agreed to by the Employer. The same Hours of
          Service will not be credited both under paragraph (A) or paragraph
          (B), as the case may be, and under this paragraph (C). These hours
          will be credited to the Employee for the computation period or periods
          to which the award or agreement pertains rather than the computation
          period in which the award, agreement, or payment is made.

     D.   Solely for purposes of determining whether a Break in Eligibility
          Service or a Break in Vesting Service has occurred in a computation
          period (the computation period for purposes of determining whether a
          Break in Vesting Service has occurred is the Plan Year or other
          vesting computation period described in Section 1.50), an individual
          who is absent from work for maternity or paternity reasons shall
          receive credit for the Hours of Service which would otherwise have
          been credited to such individual but for such absence, or in any case
          in which such hours cannot be determined, 8 Hours of Service per day
          of such absence. For purposes of this paragraph, an absence from work
          for maternity or paternity reasons means an absence (1) by reason of
          the pregnancy of the individual, (2) by reason of a birth of a child
          of the individual, (3) by reason of the placement of a child with the
          individual in connection with the adoption of such child by such
          individual, or (4) for purposes of caring for such child for a period
          beginning immediately following such birth or placement. The Hours of
          Service credited under this paragraph shall be credited (1) in the
          Eligibility Computation Period or Plan Year or other vesting
          computation period described in Section 1.50 in which the absence
          begins if the crediting is necessary to prevent a Break in Eligibility
          Service or a Break in Vesting Service in the applicable period, or (2)
          in all other cases, in the following Eligibility Computation Period or
          Plan Year or other vesting computation period described in Section
          1.50.

     E.   Hours of Service will be credited for employment with other members of
          an affiliated service group (under Section 414(m) of the Code), a
          controlled group of corporations (under Section 414(b) of the Code),
          or a group of trades or businesses under common control (under Section
          414(c) of the Code) of which the adopting Employer is a member, and
          any other entity required to be aggregated with the Employer pursuant
          to Section 414(o) of the Code and the regulations thereunder.

          Hours of Service will also be credited for any individual considered
          an Employee for purposes of this Plan under Code Sections 414(n) or
          414(o) and the regulations thereunder.

     F.   Where the Employer maintains the plan of a predecessor employer,
          service for such predecessor employer shall be treated as service for
          the Employer.

     G.   The above method for determining Hours of Service may be altered as
          specified in the Adoption Agreement.

1.25 INDIVIDUAL ACCOUNT
     Means the account established and maintained under this Plan for each
     Participant in accordance with Section 4.01.

1.26 INVESTMENT FUND
     Means a subdivision of the Fund established pursuant to Section 5.05.

1.27 KEY EMPLOYEE
     Means any person who is determined to be a Key Employee under Section
     10.08.

1.28 LEASED EMPLOYEE
     Means any person (other then an Employee of the recipient) who pursuant to
     an agreement between the recipient and any other person ("leasing
     organization") has performed services for the recipient (or for the
     recipient and related persons determined in accordance with Section
     414(n)(6) of the Code) on a substantially full time basis for a period of
     at least one year, and such services are of a type historically performed
     by Employees in the business field of the recipient Employer. Contributions
     or benefits provided a Leased Employee by the leasing organization which
     are attributable to services performed for the recipient Employer shall be
     treated as provided by the recipient Employer.

     A Leased Employee shall not be considered an Employee of the recipient if:
     (1) such employee is covered by a money purchase pension plan providing:
     (a) a nonintegrated employer contribution rate of at least 10% of
     compensation, as defined in Section 415(c)(3) of the Code, but including
     amounts contributed pursuant to a salary reduction agreement which are
     excludable from the employee's gross income under Section 125, Section
     402(e)(3), Section 402(h)(1)(B) or Section 403(b) of the Code, (b)
     immediate participation, and (c) full and immediate vesting; and (2) Leased
     Employees do not constitute more than 20% of the recipient's nonhighly
     compensated work force.

1.29 NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS Means any contribution made to the
     Plan by or on behalf of a Participant that is included in the Participant's
     gross income in the year in which made and that is maintained under a
     separate account to which earnings and losses are allocated.



                                       5
<PAGE>
1.30 NORMAL RETIREMENT AGE
     Means the age specified in the Adoption Agreement. However, if the Employer
     enforces a mandatory retirement age which is less than the Normal
     Retirement Age, such mandatory age is deemed to be the Normal Retirement
     Age. If no age is specified in the Adoption Agreement, the Normal
     Retirement Age shall be age 65.

1.31 OWNER-EMPLOYEE
     Means an individual who is a sole proprietor, or who is a partner owning
     more than 10% of either the capital or profits interest of the partnership.

1.32 PARTICIPANT
     Means any Employee or former Employee of the Employer who has met the
     Plan's eligibility requirements, has entered the Plan and who is or may
     become eligible to receive a benefit of any type from this Plan or whose
     Beneficiary may be eligible to receive any such benefit.

1.33 PLAN
     Means the prototype defined contribution plan adopted by the Employer. The
     Plan consists of this Basic Plan Document plus the corresponding Adoption
     Agreement as completed and signed by the Employer.

1.34 PLAN ADMINISTRATOR
     Means the person or persons determined to be the Plan Administrator in
     accordance with Section 8.01.

1.35 PLAN YEAR
     Means the 12 consecutive month period which coincides with the Employer's
     fiscal year or such other 12 consecutive month period as is designated in
     the Adoption Agreement.

1.36 PRIOR PLAN
     Means a plan which was amended or replaced by adoption of this Plan
     document as indicated in the Adoption Agreement.

1.37 PROTOTYPE SPONSOR
     Means the entity specified in the Adoption Agreement that makes this
     prototype plan available to employers for adoption.

1.38 QUALIFYING PARTICIPANT
     Means a Participant who has satisfied the requirements described in Section
     3.01(B)(2) to be entitled to share in any Employer Contribution (and
     Forfeitures, if applicable) for a Plan Year.

1.39 RELATED EMPLOYER
     Means an employer that may be required to be aggregated with the Employer
     adopting this Plan for certain qualification requirements under Sections
     414(b), (c), (m) or (o) of the Code (or any other employer that has
     ownership in common with the Employer). A Related Employer may participate
     in this Plan if so indicated in the Section of the Adoption Agreement
     titled "Employer Information" or if such Related Employer executes a
     Related Employer Participation Agreement.

1.40 RELATED EMPLOYER PARTICIPATION AGREEMENT
     Means the agreement under this prototype Plan that a Related Employer may
     execute to participate in this Plan.

1.41 SELF-EMPLOYED INDIVIDUAL
     Means an individual who has Earned Income for the taxable year from the
     trade or business for which the Plan is established; also, an individual
     who would have had Earned Income but for the fact that the trade or
     business had no net profits for the taxable year.

1.42 SEPARATE FUND
     Means a subdivision of the Fund held in the name of a particular
     Participant representing certain assets held for that Participant. The
     assets which comprise a Participant's Separate Fund are those assets
     earmarked for him or her and those assets subject to the Participant's
     individual direction pursuant to Section 5.14.

1.43 TAXABLE WAGE BASE
     Means, with respect to any taxable year, the contribution and benefit base
     in effect under Section 230 of the Social Security Act at the beginning of
     the Plan Year.

1.44 TERMINATION OF EMPLOYMENT
     A Termination of Employment of an Employee of an Employer shall occur
     whenever his or her status as an Employee of such Employer ceases for any
     reason other than death. An Employee who does not return to work for the
     Employer on before the expiration of an authorized leave of absence from
     such Employer shall be deemed to have incurred a Termination of Employment
     when such leave ends.



                                       6
<PAGE>

          1.45      TOP-HEAVY PLAN
                    This Plan is a Top-Heavy Plan for any Plan Year if it is
                    determined to be such pursuant to Section 10.08

          1.46      TRUSTEE
                    Means an individual, individuals or corporation specified
                    in the Adoption Agreement as Trustee or any duly appointed
                    successor as provided in Section 5.09. Trustee shall mean
                    Custodian in the event the financial organization named
                    as Trustee does not have full trust powers.

          1.47      VALUATION DATE
                    Means the date or dates as specified in the Adoption
                    Agreement. If no date is specified in the Adoption
                    Agreement, the Valuation Date shall be the last day of the
                    Plan Year and each other date designated by the Plan
                    Administrator which is selected in a uniform and
                    nondiscriminatory manner when the assets of the Fund are
                    valued at their then fair market value.

          1.48      VESTED
                    Means nonforfeitable, that is, a claim which is
                    unconditional and legally enforceable against the Plan
                    obtained by a Participant or the Participant's Beneficiary
                    to that part of an immediate or deferred benefit under the
                    Plan which arises from a Participant's Years of Vesting
                    Service.

          1.49      YEAR OF ELIGIBILITY SERVICE
                    Means a 12 consecutive month period which coincides with an
                    Eligibility Computation Period during which an Employee
                    completes at least 1,000 Hours of Service (or such lesser
                    number of Hours of Service specified in the Adoption
                    Agreement for this purpose). An Employee does not complete a
                    Year of Eligibility Service before the end of the 12
                    consecutive month period regardless of when during such
                    period the Employee completes the required number of Hours
                    of Service.

          1.50      YEAR OF VESTING SERVICE
                    Means a Plan Year during which an Employee completes at
                    least 1,000 Hours of Service (or such lesser number of
                    Hours of Service specified in the Adoption Agreement for
                    this purpose). Notwithstanding the preceding sentence,
                    where the Employer so indicates in the Adoption Agreement,
                    vesting shall be computed by reference to the 12
                    consecutive month period beginning with the Employee's
                    Employment Commencement Date and each successive 12 month
                    period commencing on the anniversaries thereof.

                    In the case of a Participant who has 5 or more consecutive
                    Breaks in Vesting Service, all Years of Vesting Service
                    after such Breaks in Vesting Service will be disregarded
                    for the purpose of determining the Vested portion of his or
                    her Individual Account derived from Employer Contributions
                    that accrued before such breaks. Such Participant's
                    prebreak service will count in vesting the postbreak
                    Individual Account derived from Employer Contributions only
                    if either:

                    (A)  such Participant had any Vested right to any portion of
                         his or her Individual Account derived from Employer
                         Contributions at the time of his or her Termination of
                         Employment; or

                    (B)  upon returning to service, the number of consecutive
                         Breaks in Vesting Service is less than his or her
                         number of Years of Vesting Service before such breaks.

                    Separate subaccounts will be maintained for the
                    Participant's prebreak and postbreak portions of his or
                    her Individual Account derived from Employer Contributions.
                    Both subaccounts will share in the gains and losses of the
                    Fund.

                    Years of Vesting Service shall not include any period of
                    time excluded from Years of Vesting Service in the Adoption
                    Agreement.

                    In the event the Plan Year is changed to a new 12-month
                    period, Employees shall receive credit for Years of Vesting
                    Service, in accordance with the preceding provisions of
                    this definition, for each of the Plan Years (the old and
                    new Plan Years) which overlap as a result of such change.

   SECTION TWO      ELIGIBILITY AND PARTICIPATION

          2.01      ELIGIBILITY TO PARTICIPATE
                    Each Employee of the Employer, except those Employees who
                    belong to a class of Employees which is excluded from
                    participation as indicated in the Adoption Agreement, shall
                    be eligible to participate in this Plan upon the
                    satisfaction of the age and Years of Eligibility Service
                    requirements specified in the Adoption Agreement.

          2.02      PLAN ENTRY

                    A.  If this Plan is a replacement of a Prior Plan by
                        amendment or restatement, each Employee of the Employer
                        who was a Participant in said Prior Plan before the
                        Effective Date shall continue to be a Participant in
                        this Plan.

                                       7
<PAGE>
          B.   An Employee will become a Participant in the Plan as of the
               Effective Date if the Employee has met the eligibility
               requirements of Section 2.01 as of such date. After the Effective
               Date, each Employee shall become a Participant on the first Entry
               Date following the date the Employee satisfies the eligibility
               requirements of Section 2.01 unless otherwise indicated in the
               Adoption Agreement.

          C.   The Plan Administrator shall notify each Employee who becomes
               eligible to be a Participant under this Plan and shall furnish
               the Employee with the application form, enrollment forms or other
               documents which are required of Participants. The eligible
               Employee shall execute such forms or documents and make available
               such information as may be required in the administration of the
               Plan.

2.03      TRANSFER TO OR FROM INELIGIBLE CLASS

          If an Employee who had been a Participant becomes ineligible to
          participate because he or she is no longer a member of an eligible
          class of Employees, but has not incurred a Break in Eligibility
          Service, such Employee shall participate immediately upon his or her
          return to an eligible class of Employees. If such Employee incurs a
          Break in Eligibility Service, his or her eligibility to participate
          shall be determined by Section 2.04.

          An Employee who is not a member of the eligible class of Employees
          will become a Participant immediately upon becoming a member of the
          eligible class provided such Employee has satisfied the age and Years
          of Eligibility Service requirements. If such Employee has not
          satisfied the age and Years of Eligibility Service requirements as of
          the date he or she becomes a member of the eligible class, such
          Employee shall become a Participant on the first Entry Date following
          the date he or she satisfies those requirements unless otherwise
          indicated in the Adoption Agreement.

2.04      RETURN AS A PARTICIPANT AFTER BREAK IN ELIGIBILITY SERVICE

          A.   Employee Not Participant Before Break-If an Employee incurs a
               Break in Eligibility Service before satisfying the Plan's
               eligibility requirements, such Employee's Years of Eligibility
               Service before such Break in Eligibility Service will not be
               taken into account.

          B.   Nonvested Participants-In the case of a Participant who does not
               have a Vested interest in his or her Individual Account derived
               from Employer Contributions. Years of Eligibility Service before
               a period of consecutive Breaks in Eligibility Service will not
               be taken into account for eligibility purposes if the number of
               consecutive Breaks in Eligibility Service in such period equals
               or exceeds the greater of 5 or the aggregate number of Years of
               Eligibility Service before such break. Such aggregate number of
               Years of Eligibility Service will not include any Years of
               Eligibility Service disregarded under the preceding sentence by
               reason of prior breaks.

          C.   If a Participant's Years of Eligibility Service are disregarded
               pursuant to the preceding paragraph, such Participant will be
               treated as a new Employee for eligibility purposes. If a
               Participant's Years of Eligibility Service may not be disregarded
               pursuant to the preceding paragraph, such Participant shall
               continue to participate in the Plan, or, if terminated, shall
               participate immediately upon reemployment.

               Vested Participants - A Participant who has sustained a Break in
               Eligibility Service and who had a Vested interest in all or a
               portion of his or her Individual Account derived from Employer
               Contributions shall continue to participate in the Plan, or, if
               terminated, shall participate immediately upon reemployment.

2.05      DETERMINATIONS UNDER THIS SECTION

          The Plan Administrator shall determine the eligibility of each
          Employee to be a Participant. This determination shall be conclusive
          and binding upon all persons except as otherwise provided herein or by
          law.

2.06      TERMS OF EMPLOYMENT

          Neither the fact of the establishment of the Plan nor the fact that a
          common law Employee has become a Participant shall give to that common
          law Employee any right to continued employment; nor shall either fact
          limit the right of the Employer to discharge or to deal otherwise with
          a common law Employee without regard to the effect such treatment may
          have upon the Employee's rights under the Plan.

2.07      SPECIAL RULES WHERE ELAPSED TIME METHOD IS BEING USED

          This Section 2.07 shall apply where the Employer has indicated in the
          Adoption Agreement that the elapsed time method will be used. When
          this Section applies, the definitions of year of service, break in
          service and hour of service in this Section will replace the
          definitions of Year of Eligibility Service, Year of Vesting Service,
          Break in Eligibility Service, Break in Vesting Service and Hours of
          Service found in the Definitions Section of the Plan (Section One).

          For purposes of determining an Employee's initial or continued
          eligibility to participate in the Plan or the Vested interest in the
          Participant's Individual Account balance derived from Employer
          Contributions, (except for periods of service which may be disregarded
          on account of the "rule of parity" described in Sections 1.50 and
          2.04) an Employee will receive credit for the aggregate of all time
          period(s) commencing with the Employee's first day of employment or
          reemployment and ending on the date a break in service begins. The
          first day of employment or reemployment is the first day the Employee
          performs an hour of service. An Employee will also receive credit for
          any period of severance of less than 12 consecutive months. Fractional
          periods of a year will be expressed in terms of days.

                                       8



<PAGE>
                For purposes of this Section, hour of service will mean each
                hour for which an Employee is paid or entitled to payment for
                the performance of duties for the Employer. Break in service is
                a period of severance of at least 12 consecutive months. Period
                of severance is a continuous period of time during which the
                Employee is not employed by the Employer. Such period begins on
                the date the employee retires, quits or is discharged, or if
                earlier, the 12 month anniversary of the date on which the
                Employee was otherwise first absent from service.

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

                Each Employee will share in Employer Contributions for the
                period beginning on the date the Employee commences
                participation under the Plan and ending on the date on which
                such Employee severs employment with the Employer or is no
                longer a member of an eligible class of Employees.

                If the Employee is a member of an affiliated service group
                (under Sections 414(m) of the Code), a controlled group of
                corporations (under Section 414(b) of the Code), a group of
                trades or businesses under common control (under Section 414(c)
                of the Code), or any other entity required to be aggregated with
                the Employer pursuant to Section 414(o) of the Code, service
                will be credited for any employment for any period of time for
                any other member of such group. Service will also be credited
                for any individual required under Section 414(n) or Section
                414(o) to be considered an Employee of any Employer aggregated
                under Section 414(b), (c), or (m) of the Code.

        2.08    ELECTION NOT TO PARTICIPATE


                This Section 2.08 will apply if this Plan is a nonstandardized
                plan and the Adoption Agreement so provides. If this Section
                applies, then an Employee or a Participant may elect not to
                participate in the Plan for one or more Plan Years. The Employer
                may not contribute for an Employee or Participant for any Plan
                Year during which such Employee's or Participant's election not
                to participate is in effect. Any election not to participate
                must be in writing and filed with the Plan Administrator.

                The Plan Administrator shall establish such uniform and
                nondiscriminatory rules as it deems necessary or advisable to
                carry out the terms of this Section, including, but not limited
                to, rules prescribing the timing of the filing of elections not
                to participate and the procedures for electing to re-participate
                in the Plan.

                An Employee or Participant continues to earn credit for vesting
                and eligibility purposes for each Year of Vesting Service or
                Year of Eligibility Service he or she completes and his or her
                Individual Account (if any) will share in the gains or losses of
                the Fund during the periods he or she elects not to participate.

SECTION THREE   CONTRIBUTIONS


        3.01    EMPLOYER CONTRIBUTIONS

                A.  Obligation to Contribute - The Employer shall make
                    contributions to the Plan in accordance with the
                    contribution formula specified in the Adoption Agreement. If
                    this Plan is a profit sharing plan, the Employer shall, in
                    its sole discretion, make contributions without regard to
                    current or accumulated earnings or profits.

                B.  Allocation Formula and the Right to Share in the Employer
                    Contribution -


                    1. General - The Employer Contribution for any Plan Year
                       will be allocated or contributed to the Individual
                       Accounts of Qualifying Participants in accordance with
                       the allocation or contribution formula specified in the
                       Adoption Agreement. The Employer Contribution for any
                       Plan Year will be allocated to each Participant's
                       Individual Account as of the last day of that Plan Year.

                       Any Employer Contribution for a Plan Year must satisfy
                       Section 401(a)(4) and the regulations thereunder for such
                       Plan Year.

                    2. Qualifying Participants - A Participant is a Qualifying
                       Participant and is entitled to share in the Employer
                       Contribution for any Plan Year if the Participant was a
                       Participant on at least one day during the Plan Year and
                       satisfies any additional conditions specified in the
                       Adoption Agreement. If this Plan is a standardized plan,
                       unless the Employer specifies more favorable conditions
                       in the Adoption Agreement, a Participant will not be a
                       qualifying Participant for a Plan Year if he or she
                       incurs a Termination of Employment during such Plan Year
                       with not more than 500 Hours of Service if he or she is
                       not an Employee on the last day of the Plan Year. The
                       determination of whether a Participant is entitled to
                       share in the Employee Contribution shall be made as of
                       the last day of each Plan Year.

                                       9
<PAGE>
     3.   Special Rules for Integrated Plans - This Plan may not allocate
          contributions based on an integrated formula if the Employer maintains
          any other plan that provides for allocation of contributions based on
          an integrated formula that benefits any of the same Participants. If
          the Employer has selected the integrated contribution or allocation
          formula in the Adoption Agreement, then the maximum disparity rate
          shall be determined in accordance with the following table.

                             MAXIMUM DISPARITY RATE

<Table>
<Caption>
<S>                           <C>               <C>                <C>
                                                   Top-Heavy           Nonstandardized and
Integration Level             Money Purchase    Profit Sharing     Non-Top-Heavy Profit Sharing
-----------------------------------------------------------------------------------------------
Taxable Wage Base (TWB)            5.7%              2.7%                     5.7%

More than $0 but not more
than 20% of TWB                    5.7%              2.7%                     5.7%

More than 20% of TWB but
not more than 80% of TWB           4.3%              1.3%                     4.3%

More than 80% of TWB but
not more than TWB                  5.4%              2.4%                     5.4%

</Table>

C.   Allocation of Forfeitures - Forfeitures for a Plan Year which arise as a
     result of the application of Section 6.01(D) shall be allocated as follows:

     1.   Profit Sharing Plan - If this is a profit sharing plan, unless the
          Adoption Agreement indicates otherwise, Forfeitures shall be allocated
          in the manner provided in Section 3.01(B) (for Employer Contributions)
          to the Individual Accounts of Qualifying Participants who are entitled
          to share in the Employer Contribution for such Plan Year. Forfeitures
          shall be allocated as of the last day of the Plan Year during which
          the Forfeiture arose (or any subsequent Plan Year if indicated in the
          Adoption Agreement).

     2.   Money Purchase Pension and Target Benefit Plan - If this Plan is a
          money purchase plan or a target benefit plan, unless the Adoption
          Agreement indicates otherwise, Forfeitures shall be applied towards
          the reduction of Employer Contributions to the Plan. Forfeitures shall
          be allocated as of the last day of the Plan Year during which the
          Forfeiture arose (or any subsequent Plan Year if indicated in the
          Adoption Agreement).

D.   Timing of Employer Contribution - The Employer Contribution for each Plan
     Year shall be delivered to the Trustee (or Custodian, if applicable) not
     later than the due date for filing the Employer's income tax return for its
     fiscal year in which the Plan Year ends, including extensions thereof.

E.   Minimum Allocation for Top-Heavy Plans - The contribution and allocation
     provisions of this Section 3.01(E) shall apply for any Plan Year with
     respect to which this Plan is a Top-Heavy Plan.

     1.   Except as otherwise provided in (3) and (4) below, the Employer
          Contributions and Forfeitures allocated on behalf of any Participant
          who is not a Key Employee shall not be less than the lesser of 3% of
          such Participant's Compensation or (in the case where the Employer has
          no defined benefit plan which designates this Plan to satisfy Section
          401 of the Code) the largest percentage of Employer Contributions and
          Forfeitures, as a percentage of the first $200,000 ($150,000 for Plan
          Years beginning after December 31, 1993), (increased by any cost of
          living adjustment made by the Secretary of Treasury or the Secretary's
          delegate) of the Key Employee's Compensation, allocated on behalf of
          any Key Employee for that year. The minimum allocation is determined
          without regard to any Social Security contribution. The Employer may,
          in the Adoption Agreement, limit the Participants who are entitled to
          receive the minimum allocation. This minimum allocation shall be made
          even though under other Plan provisions, the Participant would not
          otherwise be entitled to receive an allocation, or would have received
          a lesser allocation for the year because of (a) the Participant's
          failure to complete 1,000 Hours of Service (or any equivalent provided
          in the Plan), or (b) the Participant's failure to make mandatory
          Nondeductible Employee Contributions to the Plan, or (c) Compensation
          less than a stated amount.

     2.   For purposes of computing the minimum allocation, Compensation shall
          mean Compensation as defined in Section 1.07 of the Plan and shall
          exclude any amounts contributed by the Employer pursuant to a salary
          reduction agreement and which is not includible in the gross income of
          the Employee under Sections 125, 402(e)(3), 402(h)(1)(B) or 403(b) of
          the Code even if the Employer has elected to include such
          contributions in the definition of Compensation used for other
          purposes under the Plan.

                                       10

<PAGE>
     3.   The provision in (1) above shall not apply to any Participant who was
          not employed by the Employer on the last day of the Plan Year.

     4.   The provision in (1) above shall not apply to any Participant to the
          extent the Participant is covered under any other plan or plans of the
          Employer and the Employer has provided in the adoption agreement that
          the minimum allocation or benefit requirement applicable to Top-Heavy
          Plans will be met in the other plan or plans.

     5.   The minimum allocation required under this Section 3.01(E) and Section
          3.01(F)(1) (to the extent required to be nonforfeitable under Code
          Section 416(b)) may not be forfeited under Code Section 411(a)(3)(B)
          or 411(a)(3)(D).

F.   Special Requirements for Paired Plans - The Employer maintains paired plans
     if the Employer has adopted both a standardized profit sharing plan and a
     standardized money purchase pension plan using this Basic Plan Document.

     1.   Minimum Allocation - When the paired plans are top-heavy, the
          top-heavy requirements set forth in Section 3.01(E)(1) of the Plan
          shall apply.

          a.   Same eligibility requirements. In satisfying the top-heavy
               minimum allocation requirements set forth in Section 3.01(E) of
               the Plan, if the Employees benefiting under each of the paired
               plan are identical, the top-heavy minimum allocation shall be
               made to the money purchase pension plan.

          b.   Different eligibility requirements. In satisfying the top-heavy
               minimum allocation requirements set forth in Section 3.01(E) of
               the Plan, if the Employees benefiting under each of the paired
               plans are not identical, the top-heavy minimum allocation will be
               made to both of the paired plans.

          A Participant is treated as benefiting under the Plan for any Plan
          Year during which the Participant received or is deemed to receive an
          allocation in accordance with Section 1.410(b)-3(a).

     2.   Only One Plan Can Be Integrated - If the Employer maintains paired
          plans, only one of the Plans may provide for the disparity in
          contributions which is permitted under Section 401(1) of the Code. In
          the event that both Adoption Agreements provide for such integration,
          only the money purchase pension plan shall be deemed to be integrated.

G.   Return of the Employer Contribution to the Employer Under Special
     Circumstances - Any contribution made by the Employer because of a mistake
     of fact must be returned to the Employer within one year of the
     contribution.

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

     In the event that a contribution made by the Employer under this Plan is
     conditioned on deductibility and is not deductible under Code Section 404,
     the contribution, to the extent of the amount disallowed, must be returned
     to the Employer within one year after the deduction is disallowed.

H.   Omission of Participant

     1.   If the Plan is a money purchase plan or a target benefit plan and, if
          in any Plan Year, any Employee who should be included as a Participant
          is erroneously omitted and discovery of such omission is not made
          until after a contribution by the Employer for the year has been made
          and allocated, the Employer shall make a subsequent contribution to
          include earnings thereon, with respect to the omitted Employee in the
          amount which the Employer would have contributed with respect to that
          Employee had he or she not been omitted.

     2.   If the Plan is a profit sharing plan, and if in any Plan Year, any
          Employee who should be included as a Participant is erroneously
          omitted and discovery of such omission is not made until after the
          Employer Contribution has been made and allocated, then the Plan
          Administrator must re-do the allocation (if a correction can be made)
          and inform the Employee. Alternatively, the Employer may choose to
          contribute for the omitted Employee the amount to include earnings
          thereon, which the Employer would have contributed for the Employee.

                                       11
<PAGE>
3.02      NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS
          This Plan will not accept Nondeductible Employee Contributions and
          matching contributions for Plan Years beginning after the Plan Year in
          which this Plan is adopted by the Employer. Nondeductible Employee
          Contributions for Plan Years beginning after December 31, 1986,
          together with any matching contributions as defined in Section 401(m)
          of the Code will be limited so as to meet the nondiscrimination test
          of Section 401(m) of the Code.
          A separate account will be maintained by the Plan Administrator for
          the Nondeductible Employee Contributions of each Participant.

          A Participant may, upon a written request submitted to the Plan
          Administrator withdraw the lesser of the portion of his or her
          Individual Account attributable to his or her Nondeductible Employee
          Contributions or the amount he or she contributed as Nondeductible
          Employee Contributions.

          Nondeductible Employee Contributions and earnings thereon will be
          nonforfeitable at all times. No Forfeiture will occur solely as a
          result of an Employee's withdrawal of Nondeductible Employee
          Contributions.

          The Plan Administrator will not accept deductible employee
          contributions which are made for a taxable year beginning after
          December 31, 1986. Contributions made prior to that date will be
          maintained in a separate account which will be nonforfeitable at all
          times. The account will share in the gains and losses of the Fund in
          the same manner as described in Section 4.03 of the Plan. No part of
          the deductible employee contribution account will be used to purchase
          life insurance. Subject to Section 6.05, joint and survivor annuity
          requirements (if applicable), the Participant may withdraw any part of
          the deductible employee contribution account by making a written
          application to the Plan Administrator.

3.03      ROLLOVER CONTRIBUTIONS
          If so indicated in the Adoption Agreement, an Employee may contribute
          a rollover contribution to the Plan. The Plan Administrator may
          require the Employee to submit a written certification that the
          contribution qualifies as a rollover contribution under the applicable
          provisions of the Code. If it is later determined that all or part of
          a rollover contribution was ineligible to be rolled into the Plan, the
          Plan Administrator shall direct that any ineligible amounts, plus
          earnings attributable thereto, be distributed from the Plan to the
          Employee as soon as administratively feasible.

          A separate account shall be maintained by the Plan Administrator for
          each Employee's rollover contributions which will be nonforfeitable at
          all times. Such account will share in the income and gains and losses
          of the Fund in the manner described in Section 4.03 and shall be
          subject to the Plan's provisions governing distributions.

          The Employer may, in a uniform and nondiscriminatory manner, only
          allow Employees who have become Participants in the Plan to make
          rollover contributions.

3.04      TRANSFER CONTRIBUTIONS
          If so indicated in the Adoption Agreement, the Trustee (or Custodian,
          if applicable) may receive any amounts transferred to it from the
          trustee or custodian of another plan qualified under Code Section
          401(a). If it is later determined that all or part of a transfer
          contribution was ineligible to be transferred into the Plan, the Plan
          Administrator shall direct that any ineligible amounts, plus earnings
          attributable thereto, be distributed from the Plan to the Employee as
          soon as administratively feasible.

          A separate account shall be maintained by the Plan Administrator for
          each Employee's transfer contributions which will be nonforfeitable at
          all times. Such account will share in the income and gains and losses
          of the Fund in the manner described in Section 4.03 and shall be
          subject to the Plan's provisions governing distributions.
          Notwithstanding any provisions of this Plan to the contrary, to the
          extent that any optional form of benefit under this Plan permits a
          distribution prior to the Employee's retirement, death, Disability, or
          severance from employment, and prior to Plan termination, the optional
          form of benefit is not available with respect to benefits attributable
          to assets (including the post-transfer earnings thereon) and
          liabilities that are transferred, within the meaning of Section 414(l)
          of the Internal Revenue Code, to this Plan from a money purchase
          pension plan qualified under Section 401(a) of the Internal Revenue
          Code (other than any portion of those assets and liabilities
          attributable to voluntary employee contributions).

          The Employer may, in a uniform and nondiscriminatory manner, only
          allow Employees who have become Participants in the Plan to make
          transfer contributions.

3.05      LIMITATION ON ALLOCATIONS

          A.   If the Participant does not participate in, and has never
               participated in another qualified plan maintained by the Employer
               or a welfare benefit fund, as defined in Section 419(e) of the
               Code maintained by the Employer, or an individual medical
               account, as defined in Section 415(l)(2) of the Code, or a
               simplified employee pension plan, as defined in Section 408(k) of
               the Code, maintained by the Employer, which provides an annual
               addition as defined Section 3.08(E)(1), the following rules shall
               apply:


               1.   The amount of annual additions which may be credited to the
                    Participant's Individual Account for any limitation year
                    will not exceed the lesser of the maximum permissible amount
                    or any other limitation contained in this Plan. If the
                    Employer Contribution that would otherwise be contributed or
                    allocated to the Participant's

                                       12
<PAGE>
          Individual Account would cause the annual additions for the limitation
          year to exceed the maximum permissible amount, the amount contributed
          or allocated will be reduced so that the annual additions for the
          limitation year will equal the maximum permissible amount.

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

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

     4.   If pursuant to Section 3.05(A)(3) or as a result of the allocation of
          Forfeitures there is an excess amount, the excess will be disposed of
          as follows:

          a.   Any Nondeductible Employee Contributions, to the extent they
               would reduce the excess amount, will be returned to the
               Participant;

          b.   If after the application of paragraph (a) an excess amount still
               exists, and the Participant is covered by the Plan at the end of
               the limitation year, the excess amount in the Participant's
               Individual Account will be used to reduce Employer Contributions
               (including any allocation of Forfeitures) for such Participant in
               the next limitation year, and each succeeding limitation year if
               necessary;

          c.   If after the application of paragraph (b) an excess amount still
               exists, and the Participant is not covered by the Plan at the end
               of a limitation year, the excess amount will be held unallocated
               in a suspense account. The suspense account will be applied to
               reduce future Employer Contributions (including allocation of any
               Forfeitures) for all remaining Participants in the next
               limitation year, and each succeeding limitation year if
               necessary;

          d.   If a suspense account is in existence at any time during a
               limitation year pursuant to this Section, it will not participate
               in the allocation of the Fund's investment gains and losses. If a
               suspense account is in existence at any time during a particular
               limitation year, all amounts in the suspense account must be
               allocated and reallocated to Participants' Individual Accounts
               before any Employer Contributions or any Nondeductible Employee
               Contributions may be made to the Plan for that limitations year.
               Excess amounts may not be distributed to Participants or former
               Participants.

B.   If, in addition to this Plan, the Participant is covered under another
     qualified matter or prototype defined contribution plan maintained by the
     Employer, a welfare benefit fund maintained by the Employer, an individual
     medical account maintained by the Employer, or a simplified employee
     pension maintained by the Employer that provides an annual addition as
     defined in Section 3.05(E)(1), during any limitation year, the following
     rules apply:

     1.   The annual additions which may be credited to a Participant's
          Individual Account under this Plan for any such limitation year will
          not exceed the maximum permissible amount reduced by the annual
          additions credited to a Participant's Individual Account under the
          other qualified master or prototype plans, welfare benefit funds,
          individual medical accounts and simplified employee pensions for the
          same limitation year. If the annual additions with respect to the
          Participant under other qualified master or prototype defined
          contribution plans, welfare benefit funds, individual medical accounts
          and simplified employee pensions maintained by the Employer are less
          than the maximum permissible amount and the Employer Contribution that
          would otherwise be contributed or allocated to the Participant's
          Individual Account under this Plan would cause the annual additions
          for the limitation year to exceed this limitation, the amount
          contributed or allocated will be reduced so that the annual additions
          under all such plans and funds for the limitation year will equal the
          maximum permissible amount. If the annual additions with respect to
          the Participant under such other qualified master or prototype defined
          contribution plans, welfare benefit funds, individual medical accounts
          and simplified employee pensions in the aggregate are equal to or
          greater than the maximum permissible amount, no amount will be
          contributed or allocated to the Participant's Individual Account under
          this Plan for the limitation year.

     2.   Prior to determining the Participant's actual Compensation for the
          limitation year, the Employer may determine the maximum permissible
          amount for a Participant in the manner described in Section
          3.05(A)(2).

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

     4.   If, pursuant to Section 3.05(B)(3) or as a result of the allocation of
          Forfeitures a Participant's annual additions under this Plan and such
          other plans would result in an excess amount for a limitation year,
          the excess amount will be deemed to consist of the annual additions
          last allocated, except that annual additions attributable to a


                                       13
<PAGE>
          simplified employee pension will be deemed to have been allocated
          first, followed by annual additions to a welfare benefit fund or
          individual medical account, regardless of the actual allocation date.

     5.   If an excess amount was allocated to a Participant on an allocation
          date of this Plan which coincides with an allocation date of another
          plan, the excess amount attributed to this Plan will be the product
          of,

          a.   the total excess amount allocated as of such date, times

          b.   the ratio of (i) the annual additions allocated to the
               Participant for the limitation year as of such date under this
               Plan to (ii) the total annual additions allocated to the
               Participant for the limitation year as of such date under this
               and all the other qualified prototype defined contribution plans.

     6.   Any excess amount attributed to this Plan will be disposed in the
          manner described in Section 3.05(A)(4).

C.   If the Participant is covered under another qualified defined contribution
     plan maintained by the Employer which is not a master or prototype plan,
     annual additions which may be credited to the Participant's Individual
     Account under this Plan for any limitation year will be limited in
     accordance with Sections 3.05(B)(1) through 3.05(B)(6) as though the other
     plan were a master or prototype plan unless the Employer provides other
     limitations in the Section of the Adoption Agreement titled "Limitation on
     Allocation - More Than One Plan."

D.   If the Employer maintains, or at any time maintained, a qualified defined
     benefit plan covering any Participant in this Plan, the sum of the
     Participant's defined benefit plan fraction and defined contribution plan
     fraction will not exceed 1.0 in any limitation year. The annual additions
     which may be credited to the Participant's Individual Account under this
     Plan for any limitation year will be limited in accordance with the Section
     of the Adoption Agreement titled "Limitation on Allocation - More Than One
     Plan."

E.   The following terms shall have the following meanings when used in this
     Section 3.05:

     1.   Annual additions: The sum of the following amounts credited to a
          Participant's Individual Account for the limitation year:

          a.   Employer Contributions,

          b.   Nondeductible Employee Contributions,

          c.   Forfeitures,

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

          e.   allocations under a simplified employee pension.

          For this purpose, any excess amount applied under Section 3.05(A)(4)
          or 3.05(B)(6) in the limitation year to reduce Employer Contributions
          will be considered annual additions for such limitation year.

     2.   Compensation: Means Compensation as defined in Section 1.07 of the
          Plan except that Compensation for purposes of this Section 3.05 shall
          not include any amounts contributed by the Employer pursuant to a
          salary reduction agreement and which is not includible in the gross
          income of the Employee under Sections 125, 402(e)(3), 402(h)(l)(B) or
          403(b) of the Code even if the Employer has elected to include such
          contributions in the definition of Compensation used for other
          purposes under the Plan. Further, any other exclusion the Employer has
          elected (such as the exclusion of certain types of pay or pay earned
          before the Employee enters the Plan) will not apply for purposes of
          this Section.

          Notwithstanding the preceding sentence, Compensation for a Participant
          in a defined contribution plan who is permanently and totally disabled
          (as defined in Section 22(e)(3) of the Code) is the Compensation such
          Participant would have received for the limitation year if the
          Participant had been paid at the rate of Compensation paid immediately
          before becoming permanently and totally disabled; such imputed
          Compensation for the disabled Participant may be taken into account
          only if the Participant is not a Highly Compensated Employee (as
          defined in Section 414(q) of the Code) and contributions made on
          behalf of such Participant are nonforfeitable when made.


                                       14

<PAGE>
3.   Defined benefit fraction: A fraction, the numerator of which is the sum of
     the Participant's projected annual benefits under all the defined benefit
     plans (whether or not terminated) maintained by the Employer, and the
     denominator of which is the lesser of 125% of the dollar limitation
     determined for the limitation year under Section 415(b) and (d) of the Code
     or 140% of the highest average compensation, including any adjustments
     under Section 415(b) of the Code.

     Notwithstanding the above, if the Participant was a Participant as of the
     first day of the first limitation year beginning after December 31, 1986,
     in one or more defined benefit plans maintained by the Employer which were
     in existence on May 6, 1986, the denominator of this fraction will not be
     less than 125% of the sum of the annual benefits under such plans which the
     Participant had accrued as of the close of the last limitation year
     beginning before January 1, 1987, disregarding any changes in the terms and
     conditions of the plan after May 5, 1986. The preceding sentence applies
     only if the defined benefit plans individually and in the aggregate
     satisfied the requirements of Section 415 of the Code for all limitation
     years beginning before January 1, 1987.

4.   Defined contribution dollar limitation: $30,000 or if greater, one-fourth
     of the defined benefit dollar limitation set forth in Section 415(b)(1) of
     the Code as in effect for the limitation year.

5.   Defined contribution fraction: A fraction, the numerator of which is the
     sum of the annual additions to the Participant's account under all the
     defined contribution plans (whether or not terminated) maintained by the
     Employer for the current and all prior limitation years (including the
     annual additions attributable to the Participant's nondeductible employee
     contributions to all defined benefit plans, whether or not terminated,
     maintained by the Employer, and the annual additions attributable to all
     welfare benefit funds, as defined in Section 419(e) of the Code, individual
     medical accounts, and simplified employee pensions, maintained by the
     Employer), and the denominator of which is the sum of the maximum aggregate
     amounts for the current and all prior limitation years of service with the
     Employer (regardless of whether a defined contribution plan was maintained
     by the Employer). The maximum aggregate amount in any limitation year is
     the lesser of 125% of the dollar limitation determined under Section 415(b)
     and (d) of the Code in effect under Section 415(c)(1)(A) of the Code or 35%
     of the Participant's Compensation for such year.

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

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

6.   Employer: For purposes of this Section 3.05, Employer shall mean the
     Employer that adopts this Plan, and all members of a controlled group of
     corporations (as defined in Section 414(b) of the Code as modified by
     Section 415(h)), all commonly controlled trades or businesses (as defined
     in Section 414(c) as modified by Section 415(h)) or affiliated service
     groups (as defined in Section 414(m)) of which the adopting Employer is a
     part, and any other entity required to be aggregated with the Employer
     pursuant to regulations under Section 414(o) of the Code.

7.   Excess amount: The excess of the Participant's annual additions for the
     limitation year over the maximum permissible amount.

8.   Highest average compensation: The average compensation for the three
     consecutive years of service with the Employer that produces the highest
     average.

9.   Limitation year: A calendar year, or the 12-consecutive month period
     elected by the Employer in the Adoption Agreement. All qualified plans
     maintained by the Employer must use the same limitation year. If the
     limitation year is amended to a different 12-consecutive month period, the
     new limitation year must begin on a date within the limitation year in
     which the amendment is made.

10.  Master or prototype plan: A plan the form of which is the subject of a
     favorable opinion letter from the Internal Revenue Service.

11.  Maximum permissible amount: The maximum annual addition that may be
     contributed or allocated to a Participant's Individual Account under the
     Plan for any limitation year shall not exceed the lesser of:

     a.   the defined contribution dollar limitation, or


                                       15


<PAGE>
          b. 25% of the Participant's Compensation for the limitation year.

             The compensation limitation referred to in (b) shall not apply to
             any contribution for medical benefits (within the meaning of
             Section 401(h) or Section 419A(f)(2) of the Code) which is
             otherwise treated as an annual addition under Section 415(l)(1) or
             419A(d)(2) of the Code.

             If a short limitation year is created because of an amendment
             changing the limitation year to a different 12-consecutive month
             period, the maximum permissible amount will not exceed the defined
             contribution dollar limitation multiplied by the following
             fraction:

                 Number of months in the short limitation year
                                       12

     12.  Projected annual benefit: The annual retirement benefit (adjusted to
          an actuarially equivalent straight life annuity if such benefit is
          expressed in a form other than a straight life annuity or qualified
          joint and survivor annuity) to which the Participant would be entitled
          under the terms of the Plan assuming:

          a. the Participant will continue employment until Normal Retirement
             Age under the Plan (or current age, if later), and

          b. the Participant's Compensation for the current limitation year and
             all other relevant factors used to determine benefits under the
             Plan will remain constant for all future limitation years.

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

SECTION FOUR  INDIVIDUAL ACCOUNTS OF PARTICIPANTS AND VALUATION

        4.01  INDIVIDUAL ACCOUNTS

              A. The Plan Administrator shall establish and maintain an
                 Individual Account in the name of each Participant to reflect
                 the total value of his or her interest in the Fund. Each
                 Individual Account established hereunder shall consist of such
                 subaccounts as may be needed for each Participant including:

                 1. a subaccount to reflect Employer Contributions and
                    Forfeitures allocated on behalf of a Participant;

                 2. a subaccount to reflect a Participant's rollover
                    contributions;

                 3. a subaccount to reflect a Participant's transfer
                    contributions;

                 4. a subaccount to reflect a Participant's Nondeductible
                    Employee Contributions; and

                 5. a subaccount to reflect a Participant's deductible employee
                    contributions.

              B. The Plan Administrator may establish additional accounts as it
                 may deem necessary for the proper administration of the Plan,
                 including, but not limited to, a suspense account for
                 Forfeitures as required pursuant to Section 6.01(D).

        4.02  VALUATION OF FUND

              The Fund will be valued each Valuation Date at fair market value.

        4.03  VALUATION OF INDIVIDUAL ACCOUNTS

              A. Where all or a portion of the assets of a Participant's
                 Individual Account are invested in a Separate Fund for the
                 Participant, then the value of that portion of such
                 Participant's Individual Account at any relevant time equals
                 the sum of the fair market values of the assets in such
                 Separate Fund, less any applicable charges or penalties.

              B. The fair market value of the remainder of each Individual
                 Account is determined in the following manner:

                 1. First, the portion of the Individual Account invested in
                    each Investment Fund as of the previous Valuation Date is
                    determined. Each such portion is reduced by any withdrawal
                    made from the applicable Investment Fund to or for the
                    benefit of a Participant or the Participant's Beneficiary,
                    further reduced by any amounts forfeited by the Participant
                    pursuant to Section 6.01(D) and further reduced by any
                    transfer to another Investment Fund since the previous
                    Valuation Date and is increased by any amount transferred
                    from another Investment Fund since the previous Valuation
                    Date. The resulting amounts are the net Individual Account
                    portions invested in the Investment Funds.

                 2. Secondly, the net Individual Account portions invested in
                    each Investment Fund are adjusted upwards or downwards, pro
                    rata (i.e., ratio of each net Individual Account portion to
                    the sum of all net Individual Account portions) so that the
                    sum of all the net Individual Account portions invested in
                    an Investment Fund will equal the then fair market value of
                    the Investment Fund. Notwithstanding the previous sentence,
                    for the first Plan


                                       16




<PAGE>
Year only, the net Individual Account portions shall be the sum of all
contributions made to each Participant's Individual Account during the first
Plan Year.







                                       17
<PAGE>
                    3.   Thirdly, any contributions to the Plan and Forfeitures
                         are allocated in accordance with the appropriate
                         allocation provisions of Section 3. For purposes of
                         Section 4, contributions made by the Employer for any
                         Plan Year but after that Plan Year will be considered
                         to have been made on the last day of that Plan Year
                         regardless of when paid to the Trustee (or Custodian,
                         if applicable).

                         Amounts contributed between Valuation Dates will not be
                         credited with investment gains or losses until the next
                         following Valuation Date.

                    4.   Finally, the portions of the Individual Account
                         invested in each Investment Fund (determined in
                         accordance with (1), (2) and (3) above) are added
                         together.

     4.04      MODIFICATION OF METHOD FOR VALUING INDIVIDUAL ACCOUNTS
               If necessary or appropriate, the Plan Administrator may establish
               different or additional procedures (which shall be uniform and
               nondiscriminatory) for determining the fair market value of the
               Individual Accounts.

     4.05      SEGREGATION OF ASSETS
               If a Participant elects a mode of distribution other than a lump
               sum, the Plan Administrator may place that Participant's account
               balance into a segregated Investment Fund for the purpose of
               maintaining the necessary liquidity to provide benefit
               installments on a periodic basis.

     4.06      STATEMENT OF INDIVIDUAL ACCOUNTS
               No later than 270 days after the close of each Plan Year, the
               Plan Administrator shall furnish a statement to each Participant
               indicating the Individual Account balances of such Participant as
               of the last Valuation Date in such Plan Year.

SECTION FIVE   TRUSTEE OR CUSTODIAN

     5.01      CREATION OF FUND
               By adopting this Plan, the Employer establishes the Fund which
               shall consist of the assets of the Plan held by the Trustee (or
               Custodian, if applicable) pursuant to this Section 5. Assets
               within the Fund may be pooled on behalf of all Participants,
               earmarked on behalf of each Participant or be a combination of
               pooled and earmarked. To the extent that assets are earmarked for
               a particular Participant, they will be held in a Separate Fund
               for that Participant.

               No part of the corpus or income of the Fund may be used for, or
               diverted to, purposes other than for the exclusive bene    of
               Participants or their Beneficiaries.

     5.02      INVESTMENT AUTHORITY
               Except as provided in Section 5.14 (relating to individual
               direction of investments by Participants), the Employer, not the
               Trustee (or Custodian, if applicable), shall have exclusive
               management and control over the investment of the Fund into any
               permitted investment. Notwithstanding the preceding sentence, a
               Trustee may make an agreement with the Employer whereby the
               Trustee will manage the investment of all or a portion of the
               Fund. Any such agreement shall be in writing and set forth such
               matters as the Trustee deems necessary or desirable.

     5.03      FINANCIAL ORGANIZATION CUSTODIAN OR TRUSTEE WITHOUT FULL TRUST
               POWERS
               This Section 5.03 applies where a financial organization has
               indicated in the Adoption Agreement that it will serve, with
               respect to this Plan, as Custodian or as Trustee without full
               trust powers (under applicable law). Hereinafter, a financial
               organization Trustee without full trust powers (under applicable
               law) shall be referred to as a Custodian. The Custodian shall
               have no discretionary authority with respect to the management of
               the Plan or the Fund but will act only as directed by the entity
               who has such authority.

                    A.   Permissible Investments - The assets of the Plan shall
                    be invested only in those investments which are available
                    through the Custodian in the ordinary course of business
                    which the Custodian may legally hold in a qualified plan and
                    which the Custodian chooses to make available to Employers
                    for qualified plan investments. Notwithstanding the
                    preceding sentence, the Prototype Sponsor may, as a
                    condition of making the Plan available to the Employer,
                    limit the types of property in which the assets of the Plan
                    may be invested.

               B.   Responsibilities of the Custodian - The responsibilities of
                    the Custodian shall be limited to the following:

                    1.   To receive Plan contributions and to hold, invest and
                         reinvest the Fund without distinction between principal
                         and interest; provided, however, that nothing in this
                         Plan shall require the Custodian to maintain physical
                         custody of stock certificates (or other indicia of
                         ownership of any type of asset) representing assets
                         within the Fund;

                    2.   To maintain accurate records of contributions,
                         earnings, withdrawals and other information the
                         Custodian deems relevant with respect to the Plan;

                    3.   To make disbursements from the Fund to Participants or
                         Beneficiaries upon the proper authorization of the Plan
                         Administrator; and


                                       18
<PAGE>
          4.   To furnish to the Plan Administrator a statement which reflects
               the value of the investments in the hands of the Custodian as of
               the end of each Plan Year and as of any other times as the
               Custodian and Plan Administrator may agree.

     C.   Powers of the Custodian -- Except as otherwise provided in this Plan,
          the Custodian shall have the power to take any action with respect to
          the Fund which it deems necessary or advisable to discharge its
          responsibilities under this Plan including, but not limited to, the
          following powers:

          1.   To invest all or a portion of the Fund (including idle cash
               balances) in time deposits, savings accounts, money market
               accounts or similar investments bearing a reasonable rate of
               interest in the Custodian's own savings department or the savings
               department of another financial organization;

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

          3.   To hold securities or other property of the Fund in its own name,
               in the name of its nominee or in bearer form; and

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

5.04 FINANCIAL ORGANIZATION TRUSTEE WITH FULL TRUST POWERS AND INDIVIDUAL
     TRUSTEE
     This Section 5.04 applies where a financial organization has indicated in
     the Adoption Agreement that it will serve as Trustee with full trust
     powers. This Section also applies where one or more individuals are named
     in the Adoption Agreement to serve as Trustee(s).

     A.   Permissible Investments -- The Trustee may invest the assets of the
          Plan in property of any character, real or personal, including, but
          not limited to the following: stocks, including shares of open-end
          investment companies (mutual funds); bonds; notes; debentures;
          options; limited partnership interests; mortgages; real estate or any
          interests therein; unit investment trusts; Treasury Bills, and other
          U.S. Government obligations; common trust funds, combined investment
          trusts, collective trust funds or commingled funds maintained by a
          bank or similar financial organization (whether or not the Trustee
          hereunder); savings accounts, time deposits or money market accounts
          of a bank or similar financial organization (whether or not the
          Trustee hereunder); annuity contracts; life insurance policies; or in
          such other investments as is deemed proper without regard to
          investments authorized by statute or rule of law governing the
          investment of trust funds but with regard to ERISA and this Plan.

          Notwithstanding the preceding sentence, the Prototype Sponsor may, as
          a condition of making the Plan available to the Employer, limit the
          types of property in which the assets of the Plan may be invested.

     B.   Responsibilities of the Trustee -- The responsibilities of the Trustee
          shall be limited to the following:

          1.   To receive Plan contributions and to hold, invest and reinvest
               the Fund without distinction between principal and interest;
               provided, however, that nothing in this Plan shall require the
               Trustee to maintain physical custody of stock certificates (or
               other indicia of ownership) representing assets within the Fund;

          2.   To maintain accurate records of contributions, earnings,
               withdrawals and other information the Trustee deems relevant with
               respect to the Plan;

          3.   To make disbursements from the Fund to Participants or
               Beneficiaries upon the proper authorization of the Plan
               Administrator; and

          4.   To furnish to the Plan Administrator a statement which reflects
               the value of the investments in the hands of the Trustee as of
               the end of each Plan Year and as of any other times as the
               Trustee and Plan Administrator may agree.

     C.   Powers of the Trustee -- Except as otherwise provided in this Plan,
          the Trustee shall have the power to take any action with respect to
          the Fund which it deems necessary or advisable to discharge its
          responsibilities under this Plan including, but not limited to, the
          following powers:

          1.   To hold any securities or other property of the Fund in its own
               name, in the name of its nominee or in bearer form;


                                       19

<PAGE>
          2.   To purchase or subscribe for securities issued, or real property
               owned, by the Employer or any trade or business under common
               control with the Employer but only if the prudent investment and
               diversification requirements of ERISA are satisfied;

          3.   To sell, exchange, convey, transfer or otherwise dispose of any
               securities or other property held by the Trustee, by private
               contract or at public auction. No person dealing with the Trustee
               shall be bound to see to the application of the purchase money or
               to inquire into the validity, expediency, or propriety of any
               such sale or other disposition, with or without advertisement;

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

          5.   To invest any part or all of the Fund (including idle cash
               balances) in certificates of deposit, demand or time deposits,
               savings accounts, money market accounts or similar investments of
               the Trustee (if the Trustee is a bank or similar financial
               organization), the Prototype Sponsor or any affiliate of such
               Trustee or Prototype Sponsor, which bear a reasonable rate of
               interest;

          6.   To provide sweep services without the receipt by the Trustee of
               additional compensation or other consideration (other than
               reimbursement of direct expenses properly and actually incurred
               in the performance of such services);

          7.   To hold in the form of cash for distribution or investment such
               portion of the Fund as, at any time and from time-to-time, the
               Trustee shall deem prudent and deposit such cash in interest
               bearing or noninterest bearing accounts;

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

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

          10.  To employ suitable agents and counsel, to contract with agents to
               perform administrative and recordkeeping duties and to pay their
               reasonable expenses, fees and compensation, and such agent or
               counsel may or may not be agent or counsel for the Employer;

          11.  To cause any part or all of the Fund, without limitation as to
               amount, to be commingled with the funds of other trusts
               (including trusts for qualified employee benefit plans) by
               causing such money to be invested as a part of any pooled,
               common, collective or commingled trust fund (including any such
               fund described in the Adoption Agreement) heretofore or hereafter
               created by any Trustee (if the Trustee is a bank), by the
               Prototype Sponsor, by any affiliate bank of such a Trustee or by
               such a Trustee or the Prototype Sponsor, or by such an affiliate
               in participation with others; the instrument or instruments
               establishing such trust fund or funds, as amended, being made
               part of this Plan and trust so long as any portion of the Fund
               shall be invested through the medium thereof; and

          12.  Generally to do all such acts, execute all such instruments,
               initiate such proceedings, and exercise all such rights and
               privileges with relation to property constituting the Fund as if
               the Trustee were the absolute owner thereof.

 5.05     DIVISION OF FUND INTO INVESTMENT FUNDS
          The Employer may direct   the  Trustee (or Custodian)
          from time-to-time to divide and redivide the Fund into
          one or more Investment Funds. Such Investment Funds may
          include, but not be limited to, Investment Funds representing the
          assets under the control of an investment manager pursuant to Section
          5.12 and Investment Funds representing investment options available
          for individual direction by Participants pursuant to Section 5.14.
          Upon each division or redivision, the Employer may specify the part of
          the Fund to be allocated to each such Investment Fund and the terms
          and conditions, if any, under which the assets in such Investment Fund
          shall be invested.

5.06      COMPENSATION AND EXPENSES
          The Trustee (or Custodian, if applicable) shall receive
          such reasonable compensation as may be agreed upon by
          the Trustee (or Custodian) and the Employer. The Trustee (or
          Custodian) shall be entitled to reimbursement by the Employer for all
          proper expenses incurred in carrying out his or her duties under this
          Plan, including reasonable legal, accounting and actuarial expenses.
          If not paid by the Employer, such compensation and expenses may be
          charged against the Fund.

          All taxes of any kind that may be levied or assessed under existing
          or future laws upon, or in respect of, the Fund or the income thereof
          shall be paid from the Fund.

                                       20
<PAGE>
     5.07      NOT OBLIGATED TO QUESTION DATA
               The Employer shall furnish the Trustee (or Custodian, if
               applicable) and Plan Administrator the information which each
               party deems necessary for the administration of the Plan
               including, but not limited to, changes in a Participant's status,
               eligibility, mailing addresses and other such data as may be
               required. The Trustee (or Custodian) and  Plan Administrator
               shall be entitled to act on such information as is supplied them
               and shall have no duty or responsibility to further verify or
               question such information.

     5.08      LIABILITY FOR WITHHOLDING ON DISTRIBUTIONS
               The Plan Administrator shall be responsible for withholding
               federal income taxes from distributions from the Plan, unless the
               Participant (or Beneficiary, where applicable) elects not to
               have such taxes withheld. The Trustee (or Custodian) or other
               payor may act as agent for the Plan Administrator to withhold
               such taxes and to make the appropriate distribution reports, if
               the Plan Administrator furnishes all the information to the
               Trustee (or Custodian) or other payor it may need to do
               withholding and reporting.

     5.09      RESIGNATION OR REMOVAL OF TRUSTEE (OR CUSTODIAN)
               The Trustee (or Custodian, if applicable) may resign at any time
               by giving 30 days advance written notice to the Employer. The
               resignation shall become effective 30 days after receipt of such
               notice unless a shorter period is agreed upon.

               The Employer may remove any Trustee (or Custodian) at any time by
               giving written notice to such Trustee (or Custodian) and such
               removal shall be effective 30 days after receipt of such notice
               unless a shorter period is agreed upon. The Employer shall have
               the power to appoint a successor Trustee (or Custodian).

               Upon such resignation or removal, if the resigning or removed
               Trustee (or Custodian) is the sole Trustee (or Custodian), he or
               she shall transfer all of the assets of the Fund then held by
               such Trustee (or Custodian) as expeditiously as possible to the
               successor Trustee (or Custodian) after paying or reserving such
               reasonable amount as he or she shall deem necessary to provide
               for the expense in the settlement of the accounts and the amount
               of any compensation due him or her and any sums chargeable
               against the Fund for which he or she may be liable. If the Funds
               as reserved are not sufficient for such propose, then he or she
               shall be entitled to reimbursement from the successor Trustee (or
               Custodian) out of the assets in the successor Trustee's (or
               Custodian's) hands under this Plan. If the amount reserved shall
               be in excess of the amount actually needed, the former Trustee
               (or Custodian) shall return such excess to the successor Trustee
               (or Custodian).

               Upon receipt of the transferred assets, the successor Trustee (or
               Custodian) shall thereupon succeed to all the powers and
               responsibilities given to the Trustee (or Custodian) by this
               Plan.

               The resigning or removed Trustee (or Custodian) shall render an
               accounting to the Employer and unless objected to by the Employer
               within 30 days of its receipt, the accounting shall be deemed to
               have been approved and the resigning or removed Trustee (or
               Custodian) shall be released and discharged as to all matters set
               forth in the accounting. Where a financial organization is
               serving as Trustee (or Custodian) and it is merged with or
               bought by another organization (or comes under the control of
               any federal or state agency), that organization shall serve as
               the successor Trustee (or Custodian) of this Plan, but only if it
               is the type of organization that can so serve under applicable
               law.

               Where the Trustee or Custodian is serving as a nonbank trustee or
               custodian pursuant to Section 1.401-12(n) of the Income Tax
               Regulations, the Employer will appoint a successor Trustee (or
               Custodian) upon notification by the Commissioner of Internal
               Revenue that such substitution is required because the Trustee
               (or Custodian) has failed to comply with the requirements of
               Section 1.401-12(n) or is not keeping such records or making such
               returns or rendering such statements as are required by forms or
               regulations.

     5.10      DEGREE OF CARE - LIMITATIONS OF LIABILITY
               The Trustee (or Custodian) shall not be liable for any losses
               incurred by the Fund by any direction to invest communicated by
               the Employer, Plan Administrator, investment manager appointed
               pursuant to Section 5.12 or any Participant or Beneficiary. The
               Trustee (or Custodian) shall be under no liability for
               distributions made or other action taken or not taken at the
               written direction of the Plan Administrator. It is specifically
               understood that the Trustee (or Custodian) shall have no duty or
               responsibility with respect to the determination of matters
               pertaining to the eligibility of any Employee to become a
               Participant or remain a Participant hereunder, the amount of
               benefit to which a Participant or Beneficiary shall be entitled
               to receive hereunder, whether a distribution to Participant or
               Beneficiary is appropriate under the terms of the Plan or the
               size and type of any policy to be purchased from any insurer for
               any Participant hereunder or similar matters; it being understood
               that all such responsibilities under the Plan are vested in the
               Plan Administrator.

                                       21
<PAGE>
5.11 INDEMNIFICATION OF PROTOTYPE SPONSOR AND TRUSTEE (OR CUSTODIAN)
     Notwithstanding any other provision herein, and except as may be otherwise
     provided by ERISA, the Employer shall indemnify and hold harmless the
     Trustee (or Custodian, if applicable) and the Prototype Sponsor, their
     officers, directors, employees, agents, their heirs, executors, successors
     and assigns, from and against any and all liabilities, damages, judgments,
     settlements, losses, costs, charges, or expenses (including legal expenses)
     at any time arising out of or incurred in connection with any action taken
     by such parties in the performance of their duties with respect to this
     Plan, unless there has been a final adjudication of gross negligence or
     willful misconduct in the performance of such duties.

     Further, except as may be otherwise provided by ERISA, the Employer will
     indemnify the Trustee (or Custodian) and Prototype Sponsor from any
     liability, claim or expense (including legal expense) which the Trustee (or
     Custodian) and Prototype Sponsor shall incur by reason of or which results,
     in whole or in part, from the Trustee's (or Custodian's) or Prototype
     Sponsor's reliance on the facts and other directions and elections the
     Employer communicates or fails to communicate

5.12 INVESTMENT MANAGERS

     A.   Definition of Investment Manager - The Employer may appoint one or
          more investment managers to make investment decisions with respect to
          all or a portion of the Fund. The investment manager shall be any firm
          or individual registered as an investment adviser under the Investment
          Advisers Act of 1940, a bank as defined in said Act or an insurance
          company qualified under the laws of more than one state to perform
          services consisting of the management, acquisition or disposition of
          any assets of the Plan.

     B.   Investment Manager's Authority - A separate Investment Fund shall be
          established representing the assets of the Fund invested at the
          direction of the investment manager. The investment manager so
          appointed shall direct the Trustee (or Custodian, applicable) with
          respect to the investment of such Investment Fund. The investments
          which may be acquired at the direction of the investment manager are
          those described in Section 5.03(A) (for Custodians) or Section 5.04(A)
          (for Trustees).

     C.   Written Agreement - The appointment of any investment manager shall be
          by written agreement between the Employer and the investment manager
          and a copy of such agreement (and any modification or termination
          thereof) must be given to the Trustee (or Custodian).

          The agreement shall set forth, among other matters, the effective date
          of the investment manager's appointment and an acknowledgment by the
          investment manager that it is a fiduciary of the Plan under ERISA.

     D.   Concerning the Trustee (or Custodian) - Written notice of each
          appointment of an investment manager shall be given to the Trustee (or
          Custodian) in advance of the effective date of such appointment. Such
          notice shall specify which portion of the Fund will constitute the
          Investment Fund subject to the investment manager's direction. The
          Trustee (or Custodian) shall comply with the investment direction
          given to it by the investment manager and will not be liable for any
          loss which may result by reason of any action (or inaction) it takes
          at the direction of the investment manager.

5.13 MATTERS RELATING TO INSURANCE

     A.   If a life insurance policy is to be purchased for a Participant, the
          aggregate premium for certain life insurance for each Participant must
          be less than a certain percentage of the aggregate Employer
          Contributions and Forfeitures allocated to a Participant's Individual
          Account at any particular time as follows:

          1.   Ordinary Life Insurance - For purposes of these Incidental
               Insurance provisions, ordinary life insurance contracts are
               contracts with both nondecreasing death benefits and
               nonincreasing premiums. If such contracts are purchased, less
               than 50% of the aggregate Employer Contributions and Forfeitures
               allocated to any Participant's Individual Account will be used to
               pay the premiums attributable to them.

          2.   Term and Universal Life Insurance - No more than 25% of the
               aggregate Employer Contributions and Forfeitures allocated to any
               Participant's Individual Account will be used to pay the premiums
               on term life insurance contracts, universal life insurance
               contracts, and all other life insurance contracts which are not
               ordinary life.

          3.   Combination - The sum of 50% of the ordinary life insurance
               premiums and all other life insurance premiums will not exceed
               25% of the aggregate Employer Contributions and Forfeitures
               allocated to any Participant's Individual Account.

          If this Plan is a profit sharing plan, the above incidental benefits
          limits do not apply to life insurance contracts purchased with
          Employer Contributions and Forfeitures that have been in the
          Participant's Individual Account for at least 2 full Plan Years,
          measured from the date such contributions were allocated.


                                       22
<PAGE>
          B.   Any dividends or credits earned on insurance contracts for a
               Participant shall be allocated to such Participant's Individual
               Account.

          C.   Subject to Section 6.05, the contracts on a Participant's
               life will be converted to cash or an annuity or distributed to
               the Participant upon commencement of benefits.

          D.   The Trustee (or Custodian, if applicable) shall apply for
               and will be the owner of any insurance contract(s) purchased
               under the terms of this Plan. The insurance contract(s) must
               provide that proceeds will be payable to the Trustee (or
               Custodian), however, the Trustee (or Custodian) shall be required
               to pay over all proceeds of the contract(s) to the Participant's
               designated Beneficiary in accordance with the distribution
               provisions of this Plan. A Participant's spouse will be the
               designated Beneficiary of the proceeds in all circumstances
               unless a qualified election has been made in accordance with
               Section 6.05. Under no circumstances shall the Fund retain any
               part of the proceeds. In the event of any conflict between the
               terms of this Plan and the terms of any insurance contract
               purchased hereunder, the Plan provisions shall control.

          E.   The Plan Administrator may direct the Trustee (or Custodian) to
               sell and distribute insurance or annuity contracts to a
               Participant (or other party as may be permitted) in accordance
               with applicable law or regulations.

  5.14    DIRECTION OF INVESTMENTS BY PARTICIPANT
          If so indicated in the Adoption Agreement, each Participant may
          individually direct the Trustee (or Custodian, if applicable)
          regarding the investment of part or all of his or her Individual
          Account. To the extent so directed, the Employer, Plan Administrator,
          Trustee (or Custodian) and all other fiduciaries are relieved of their
          fiduciary responsibility under Section 404 of ERISA.

          The Plan Administrator shall direct that a Separate Fund be
          established in the name of each Participant who directs the investment
          of part or all of his or her Individual Account. Each Separate Fund
          shall be charged or credited (as appropriate) with the earnings,
          gains, losses or expenses attributable to such Separate Fund. No
          fiduciary shall be liable for any loss which results from a
          Participant's individual direction. The assets subject to individual
          direction shall not be invested in collectibles as that term is
          defined in Section 408(m) of the Code.

          The Plan Administrator shall establish such uniform and
          nondiscriminatory rules relating to individual direction as it deems
          necessary or advisable including, but not limited to, rules describing
          (1) which portions of Participant's Individual Account can be
          individually directed; (2) the frequency of investment changes; (3)
          the forms and procedures for making investment changes; and (4) the
          effect of a Participant's failure to make a valid direction.

          The Plan Administrator may, in a uniform and nondiscriminatory manner,
          limit the available investments for Participants' individual direction
          to certain specified investment options (including, but not limited
          to, certain mutual funds, investment contracts, deposit accounts and
          group trusts). The Plan Administrator may permit, in a uniform and
          nondiscriminatory manner, a Beneficiary of a deceased Participant or
          the alternate payee under a qualified domestic relations order (as
          defined in Section 414(p) of the Code) to individually direct in
          accordance with this Section.

SECTION SIX VESTING AND DISTRIBUTION

  6.01    DISTRIBUTION TO PARTICIPANT

          A.   Distributable Events

               1.   Entitlement to Distribution - The Vested portion of a
                    Participant's Individual Account shall be distributable to
                    the Participant upon (1) the occurrence of any of the
                    distributable events specified in the Adoption Agreement;
                    (2) the Participant's Termination of Employment after
                    attaining Normal Retirement Age; (3) the termination of the
                    Plan; and (4) the Participant's Termination of Employment
                    after satisfying any Early Retirement Age conditions.

                    If a Participant separates from service before satisfying
                    the Early Retirement Age requirement, but has satisfied the
                    service requirement, the Participant will be entitled to
                    elect an early retirement benefit upon satisfaction of such
                    age requirement.

               2.   Written Request:  When Distributed - A Participant
                    entitled to distribution who wishes to receive a
                    distribution must submit a written request to the Plan
                    Administrator. Such request shall be made upon a form
                    provided by the Plan Administrator. Upon a valid request,
                    the Plan Administrator shall direct the Trustee (or
                    Custodian, if applicable) to commence distribution no later
                    than the time specified in the Adoption Agreement for this
                    purpose and, if not specified in the Adoption Agreement,
                    then no later than 90 days following the later of:

                    a.   the close of the Plan Year within which the event
                         occurs which entitles the Participant to distribution;
                         or

                    b.   the close of the Plan Year in which the request is
                         received.

                                       23





<PAGE>
3.   Special Rules for Withdrawals During Service - If this is a profit sharing
     plan and the Adoption Agreement so provides, a Participant may elect to
     receive a distribution of all or part of the Vested portion of his or her
     Individual Account, subject to the requirements of Section 6.05 and further
     subject to the following limits:

     a.   Participant for 5 or more years. An Employee who has been a
          Participant in the Plan for 5 or more years may withdraw up to the
          entire Vested portion of his or her Individual Account.

     b.   Participant for less than 5 years. An Employee who has been a
          Participant in the Plan for less than 5 years may withdraw only the
          amount which has been in his or her Individual Account attributable to
          Employer Contributions for at least 2 full Plan Years, measured from
          the date such contributions were allocated. However, if the
          distribution is on account of hardship, the Participant may withdraw
          up to his or her entire Vested portion of the Participant's Individual
          Account. For this purpose, hardship shall have the meaning set forth
          in Section 6.01(A)(4) of the Code.

4.   Special Rules for Hardship Withdrawals - If this is a profit sharing plan
     and the Adoption Agreement so provides, a Participant may elect to receive
     a hardship distribution of all or part of the Vested portion of his or her
     Individual Account, subject to the requirements of Section 6.05 and further
     subject to the following limits:

     a.   Participant for 5 or more years. An Employee who has been a
          Participant in the Plan for 5 or more years may withdraw up to the
          entire Vested portion of his or her Individual Account.

     b.   Participant for less than 5 years. An Employee who has been a
          Participant in the Plan for less than 5 years may withdraw only the
          amount which has been in his or her Individual Account attributable to
          Employer Contributions for at least 2 full Plan Years, measured from
          the date such contributions were allocated.

          For purposes of this Section 6.01(A)(4) and Section 6.01(A)(3)
          hardship is defined as an immediate and heavy financial need of the
          Participant where such Participant lacks other available resources.
          the following are the only financial needs considered immediate and
          heavy: expenses incurred or necessary for medical care, described in
          Section 213(d) of the Code, of the Employee, the Employee's spouse or
          dependents; the purchase (excluding mortgage payments) of a principal
          residence for the Employee; payments of tuition and related
          educational fees for the next 12 months of post-secondary education
          for the Employee, the Employee's spouse, children or dependents; or
          the need to prevent eviction of the Employee from, or a foreclosure on
          the mortgage of the Employee's principal residence.

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

          1) The employee has obtained all distributions, other than hardship
             distributions, and all nontaxable loans under all plans maintained
             by the Employer; 2) The distribution is not in excess of the amount
             of an immediate and heavy financial need (including amounts
             necessary to pay any federal, state or local income taxes or
             penalties reasonably anticipated to result from the distribution).

5.   One-Time In-Service Withdrawal Option - If this is a profit sharing plan
     and the Employer has elected the one-time in-service withdrawal option in
     the Adoption Agreement, then Participants will be permitted only one
     in-service withdrawal during the course of such Participants employment
     with the Employer. The amount which the Participant can withdraw will be
     limited to the lesser of the amount determined under the limits set forth
     in Section 6.01(A)(3) or the percentage of the Participant's Individual
     Account specified by the Employer in the Adoption Agreement. Distributions
     under this Section will be subject to the requirements of Section 6.05.

6.   Commencement of Benefits - Notwithstanding any other provision, unless the
     Participant elects otherwise, distribution of benefits will begin no later
     than the 60th day after the latest of the close of the Plan Year in which:

     a.   the Participant attains Normal Retirement Age;

     b.   occurs the 10th anniversary of the year in which the Participant
          commenced participation in the Plan; or

     c.   the Participant incurs a Termination of Employment.

     Notwithstanding the foregoing, the failure of a Participant and spouse to
     consent to a distribution while a benefit is immediately distributable,
     within the meaning of Section 6.02(B) of the Plan, shall be deemed to be an
     election to defer commencement of payment of any benefit sufficient to
     satisfy this Section.

B.   Determining the Vested Portion - In determining the Vested portion of a
     Participant's Individual Account, the following roles apply:


                                       24
<PAGE>
     1.   Employer Contributions and Forfeitures - The Vested portion of a
          Participant's Individual Account derived from Employer Contributions
          and Forfeitures is determined by applying the vesting schedule
          selected in the Adoption Agreement (or the vesting schedule described
          in Section 6.01(C) if the Plan is a Top-Heavy Plan).

     2.   Rollover and Transfer Contributions - A Participant is fully Vested in
          his or her rollover contributions and transfer contributions.

     3.   Fully Vested Under Certain Circumstances - A Participant is fully
          Vested in his or her Individual Account if any of the following
          occurs:

          a.   the Participant reaches Normal Retirement Age;

          b.   the Plan is terminated or partially terminated; or

          c.   there exists a complete discontinuance of contributions under the
               Plan.

          Further, unless otherwise indicated in the Adoption Agreement, a
          Participant is fully Vested if the Participant dies, incurs a
          Disability, or satisfies the conditions for Early Retirement Age (if
          applicable).

     4.   Participants in a Prior Plan - If a Participant was a participant in a
          Prior Plan on the Effective Date, his or her Vested percentage shall
          not be less than it would have been under such Prior Plan as computed
          on the Effective Date.

C.   Minimum Vesting Schedule for Top-Heavy Plans - The following vesting
     provisions apply for any Plan Year in which this Plan is a Top-Heavy Plan.

     Notwithstanding the other provisions of this Section 6.01 or the vesting
     schedule selected in the Adoption Agreement (unless those provisions or
     that schedule provide for more rapid vesting), a Participant's Vested
     portion of his or her Individual Account attributable to Employer
     Contributions and Forfeiture shall be determined in accordance with the
     vesting schedule elected by the Employer in the Adoption Agreement (and if
     no election is made the 6 year graded schedule will be deemed to have been
     elected) as described below:

<Table>
<Caption>

          6 YEAR GRADED                              3 YEAR CLIFF

  Years of                                 Years of
Vesting Service     Vested Percentage     Vesting Service      Vested Percentage
---------------     -----------------     ---------------      -----------------
    <S>                  <C>                  <C>                  <C>
     1                     0                    1                     0
     2                    20                    2                     0
     3                    40                    3                   100
     4                    60
     5                    80
     6                   100
</Table>

          This minimum vesting schedule applies to all benefits within the
          meaning of Section 411(a)(7) of the Code, except those attributable to
          Nondeductible Employee Contributions including benefits accrued before
          the effective date of Section 416 of the Code and benefits accrued
          before the Plan became a Top-Heavy Plan. Further, no decrease in a
          Participant's Vested percentage may occur in the event the Plan's
          status as a Top-Heavy Plan changes for any Plan Year. However, this
          Section 6.01(C) does not apply to the Individual Account of any
          Employee who does not have an Hour of Service after the Plan has
          initially become a Top-Heavy Plan and such Employee's Individual
          Account attributable to Employer Contributions and Forfeitures will be
          determined without regard to this Section.

          If this Plan ceases to be a Top-Heavy Plan, then in accordance with
          the above restrictions, the vesting schedule as selected in the
          Adoption Agreement will govern. If the vesting schedule under the Plan
          shifts in or out of top-heavy status, such shift is an amendment to
          the vesting schedule and the election in Section 9.04 applies.

     D.   Break in Vesting Service and Forfeitures - If a Participant incurs a
          Termination of Employment, any portion of his or her Individual
          Account which is not Vested shall be held in a suspense account. Such
          suspense account shall share in any increase or decrease in the fair
          market value of the assets of the Fund in accordance with Section 4 of
          the Plan. The disposition of such suspense account shall be as
          follows:

          1.   Breaks in Vesting Service - If a Participant neither receives nor
               is deemed to receive a distribution pursuant to Section
               6.01(D)(3) or (4) and the Participant returns to the service of
               the Employer before incurring 5 consecutive Breaks in Vesting
               Service, there shall be no Forfeiture and the amount in such
               suspense account shall be recredited to such Participant's
               Individual Account.

          2.   Five Consecutive Breaks in Vesting Service - If a Participant
               neither receives nor is deemed to receive a distribution pursuant
               to Section 6.01(D)(3) or (4) and the Participant does not return
               to the service of the

                                       25



<PAGE>
               Employer before incurring 5 consecutive Breaks in Vesting
               Service, the portion of the Participant's Individual Account
               which is not Vested shall be treated as a Forfeiture and
               allocated in accordance with Section 3.01(C).

          3.   Cash-out of Certain Participants - If the value of the Vested
               portion of such Participant's Individual Account derived from
               Nondeductible Employee Contributions and Employer Contributions
               does not exceed $3,500, Participant shall receive a distribution
               of the entire Vested portion of such Individual Account and the
               portion which is not Vested shall be treated as a Forfeiture and
               allocated in accordance with Section 3.01(C). For purposes of
               this Section, if the value of the Vested portion of a
               Participant's Individual Account is zero, the Participant shall
               be deemed to have received a distribution of such Vested
               Individual Account. A Participant's Vested Individual Account
               balance shall not include accumulated deductible employee
               contributions within the meaning of Section 72(o)(5)(B) of the
               Code for Plan Years beginning prior to January 1, 1989.

          4.   Participants Who Elect to Receive Distributions - If such
               Participant elects to receive a distribution, in accordance with
               Section 6.02(B), of the value of the Vested portion of his or her
               Individual Account derived from Nondeductible Employee
               Contributions and Employer Contributions, the portion which is
               not Vested shall be treated as a Forfeiture and allocated in
               accordance with Section 3.01(C).

          5.   Re-employed Participants - If a Participant receives or is deemed
               to receive a distribution pursuant to Section 6.01(D)(3) or (4)
               above and the Participant resumes employment covered under this
               Plan, the Participant's Employer-derived Individual Account
               balance will be restored to the amount on the date of
               distribution if the Participant repays to the Plan the full
               amount of the distribution attributable to Employer Contributions
               before the earlier of 5 years after the first date on which the
               Participant is subsequently re-employed by the Employer, or the
               date the Participant incurs 5 consecutive Breaks in Vesting
               Service following the date of the distribution.

               Any restoration of a Participant's Individual Account pursuant
               to Section 6.01(D)(5) shall be made from other Forfeitures,
               income or gain to the Fund or contributions made by the Employer.

     E.   Distribution Prior to Full Vesting - If a distribution is made to a
          Participant who was not then fully Vested in his or her Individual
          Account derived from Employer Contributions and the Participant may
          increase his or her Vested percentage in his or her Individual
          Account, then the following rules shall apply:

          1.   a separate account will be established for the Participant's
               interest in the Plan as of the time of the distribution, and

          2.   at any relevant time the Participant's Vested portion of the
               separate account will be equal to an amount ("X") determined by
               the formula: X=P (AB + (R x D)) - (R x D) where "P" is the Vested
               percentage at the relevant time, "AB" is the separate account
               balance at the relevant time; "D" is the amount of the
               distribution; and "R" is the ratio of the separate account
               balance at the relevant time to the separate account balance
               after distribution.

6.02 FORM OF DISTRIBUTION TO A PARTICIPANT

     A.   Value of Individual Account Does Not Exceed $3,500 - If the value of
          the Vested portion of a Participant's Individual Account derived from
          Nondeductible Employee Contributions and Employer Contributions does
          not exceed $3,500, distribution from the Plan shall be made to the
          Participant in a single lump sum in lieu of all other forms of
          distribution from the Plan as soon as administratively feasible.

     B.   Value of Individual Account Exceeds $3,500

          1.   If the value of the Vested portion of a Participant's Individual
               Account derived from Nondeductible Employee Contributions and
               Employer Contributions exceeds (or at the time of any prior
               distribution exceeded) $3,500, and the Individual Account is
               immediately distributable, the Participant and the Participant's
               spouse (or where either the Participant or the spouse died, the
               survivor) must consent to any distribution of such Individual
               Account. The consent of the Participant and the Participant's
               spouse shall be obtained in writing within the 90-day period
               ending on the annuity starting date. The annuity starting date is
               the first day of the first period for which an amount is paid as
               an annuity or any other form. The Plan Administrator shall notify
               the Participant and the Participant's spouse of the right to
               defer any distribution until the Participant's Individual Account
               is no longer immediately distributable. Such notification shall
               include a general description of the material features, and an
               explanation of the relative values of, the optional forms of
               benefit available under the Plan in a manner that would satisfy
               the notice requirements of Section 417(a)(3) of the Code, and
               shall be provided no less than 30 days and no more than 90 days
               prior to the annuity starting date.

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


                                       26

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

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

               Notwithstanding the foregoing, only the Participant need consent
               to the commencement of a distribution in the form of a qualified
               joint and survivor annuity while the Individual Account is
               immediately distributable. Neither the consent of the Participant
               nor the Participant's spouse shall be required to the extent that
               a distribution is required to satisfy Section 401(a)(9) or
               Section 415 of the Code. In addition, upon termination of this
               Plan if the Plan does not offer an annuity option (purchased from
               a commercial provider), the Participant's Individual Account may,
               without the Participant's consent, be distributed to the
               Participant or transferred to another defined contribution plan
               (other than an employee stock ownership plan as defined in
               Section 4975(e)(7) of the Code) within the same controlled group.

               An Individual Account is immediately distributable if any part of
               the Individual Account could be distributed to the Participant
               (or surviving spouse) before the Participant attains or would
               have attained (if not deceased) the later of Normal Retirement
               Age or age 62.

          2.   For purposes of determining the applicability of the foregoing
               consent requirements to distributions made before the first day
               of the first Plan Year beginning after December 31, 1988, the
               Vested portion of a Participant's Individual Account shall not
               include amounts attributable to accumulated deductible employee
               contributions within the meaning of Section 72(o)(5)(B) of the
               Code.

     C.   Other Forms of Distribution to Participant - If the value of the
          Vested portion of a Participant's Individual Account exceeds $3,500
          and the Participant has properly waived the joint and survivor
          annuity, as described in Section 6.05, the Participant may request in
          writing that the Vested portion of his or her Individual Account be
          paid to him or her in one or more of the following forms of payment:
          (1) in a lump sum; (2) in installment payments over a period not to
          exceed the life expectancy of the Participant or the joint and last
          survivor life expectancy of the Participant and his or her designated
          Beneficiary; or (3) applied to the purchase of an annuity contract.

          Notwithstanding anything in this Section 6.02 to the contrary, a
          Participant cannot elect payments in the form of an annuity if the
          Retirement Equity Act safe harbor rules of Section 6.05(F) apply.

6.03      DISTRIBUTIONS UPON THE DEATH OF A PARTICIPANT

          A.   Designation of Beneficiary - Spousal Consent - Each Participant
               may designate, upon a form provided by and delivered to the Plan
               Administrator, one or more primary and contingent Beneficiaries
               to receive all or a specified portion of the Participant's
               Individual Account in the event of his or her death. A
               Participant may change or revoke such Beneficiary designation
               from time to time by completing and delivering the proper form
               to the Plan Administrator.

               In the event that a Participant wishes to designate a primary
               Beneficiary who is not his or her spouse, his or her spouse must
               consent in writing to such designation, and the spouse's consent
               must acknowledge the effect of such designation and be witnessed
               by a notary public or plan representative. Notwithstanding this
               consent requirement, if the Participant established to the
               satisfaction of the Plan Administrator that such written consent
               may not be obtained because there is no spouse or the spouse
               cannot be located, no consent shall be required. Any change of
               Beneficiary will require a new spousal consent.

          B.   Payment to Beneficiary - If a Participant dies before the
               Participant's entire Individual Account has been paid to him or
               her, such deceased Participant's Individual Account shall be
               payable to any surviving Beneficiary designated by the
               Participant, or, if no Beneficiary survives the Participant, to
               the Participant's estate.

          C.   Written Request: When Distributed - A Beneficiary of a deceased
               Participant entitled to a distribution who wishes to receive a
               distribution must submit a written request to the Plan
               Administrator. Such request shall be made upon a form provided by
               the Plan Administrator. Upon a valid request, the Plan
               Administrator shall direct the Trustee (or Custodian) to commence
               distribution no later than the time specified in the Adoption
               Agreement for this purpose and if not specified in the Adoption
               Agreement, then no later than 90 days following the later of:

               1.   the close of the Plan Year within which the Participant
                    dies; or

               2.   the close of the Plan Year in which the request is received.

                                       27
<PAGE>
6.04 FORM OF DISTRIBUTION TO BENEFICIARY

     A.   Value of Individual Account Does Not Exceed $3,500 -- If the value of
          the Participant's Individual Account derived from Nondeductible
          Employee Contributions and Employer Contributions does not exceed
          $3,500, the Plan Administrator shall direct the Trustee (or Custodian,
          if applicable) to make a distribution to the Beneficiary in a single
          lump sum in lieu of all other forms of distribution from the Plan.

     B.   Value of Individual Account Exceeds $3,500 -- If the value of a
          Participant's Individual Account derived from Nondeductible Employee
          Contributions and Employer Contributions exceeds $3,500 the
          preretirement survivor annuity requirements of Section 6.05 shall
          apply unless waived in accordance with that Section or unless the
          Retirement Equity Act safe harbor rules of Section 6.05(F) apply.
          However, a surviving spouse Beneficiary may elect any form of payment
          allowable under the Plan in lieu of the preretirement survivor
          annuity. Any such payment to the surviving spouse must meet the
          requirements of Section 6.06.

     C.   Other Forms of Distribution to Beneficiary -- If the value of a
          Participant's Individual Account exceeds $3,500 and the Participant
          has properly waived the preretirement survivor annuity, as described
          in Section 6.05 (if applicable) or if the Beneficiary is the
          Participant's surviving spouse, the Beneficiary may, subject to the
          requirements of Section 6.06, request in writing that the
          Participant's Individual Account be paid as follows: (1) in a lump
          sum; or (2) in installment payments over a period not to exceed the
          life expectancy of such Beneficiary.

6.05 JOINT AND SURVIVOR ANNUITY REQUIREMENTS

     A.   The provisions of this Section shall apply to any Participant who is
          credited with at least one Hour of Eligibility Service with the
          Employer on or after August 23, 1984, and such other Participants as
          provided in Section 6.05(G).

     B.   Qualified Joint and Survivor Annuity -- Unless an optional form of
          benefit is selected pursuant to a qualified election within the 90-day
          period ending on the annuity starting date, a married Participant's
          Vested account balance will be paid in the form of a qualified joint
          and survivor annuity and an unmarried Participant's Vested account
          balance will be paid in the form of a life annuity. The Participant
          may elect to have such annuity distributed upon attainment of the
          earliest retirement age under the Plan.

     C.   Qualified Preretirement Survivor Annuity -- Unless an optional form of
          benefit has been selected within the election period pursuant to a
          qualified election, if a Participant dies before the annuity starting
          date then the Participant's Vested account balance shall be applied
          toward the purchase of an annuity for the life of the surviving
          spouse. The surviving spouse may elect to have such annuity
          distributed within a reasonable period after the Participant's death.

     D.   Definitions

          1.   Election Period -- The period which begins on the first day of
               the Plan Year in which the Participant attains age 35 and ends on
               the date of the Participant's death. If a Participant separates
               from service prior to the first day of the Plan Year in which age
               35 is attained, with respect to the account balance as of the
               date of separation, the election period shall begin on the date
               of separation.

               Pre-age 35 waiver -- A Participant who will not yet attain age
               35 as of the end of any current Plan Year may make special
               qualified election to waive the qualified preretirement survivor
               annuity for the period beginning on the date of such election and
               ending on the first day of the Plan Year in which the Participant
               will attain age 35. Such election shall not be valid unless the
               Participant receives a written explanation of the qualified
               preretirement survivor annuity in such terms as are comparable to
               the explanation required under Section 6.05(E)(1). Qualified
               preretirement survivor annuity coverage will be automatically
               reinstated as of the first day of the Plan Year in which the
               Participant attains age 35. Any new waiver on or after such date
               shall be subject to the full requirements of this Section 6.05.

          2.   Earliest Retirement Age -- The earliest date on which, under the
               Plan, the Participant could elect to receive retirement benefits.

          3.   Qualified Election -- A waiver of a qualified joint and survivor
               annuity or a qualified preretirement survivor annuity. Any waiver
               of a qualified joint and survivor annuity or a qualified
               preretirement survivor annuity shall not be effective unless: (a)
               the Participant's spouse consents in writing to the election, (b)
               the election designates a specific Beneficiary, including any
               class of beneficiaries or any contingent beneficiaries, which may
               not be changed without spousal consent (or the spouse expressly
               permits designations by the Participant without any further
               spousal consent); (c) the spouse's consent acknowledges the
               effect of the election; and (d) the spouse's consent is witnessed
               by a plan representative or notary public. Additionally, a
               Participant's waiver of the qualified joint and survivor annuity
               shall not be effective unless the election designates a form of
               benefit payment which may not be changed without spousal consent
               (or the spouse expressly permits designations by the Participant
               without any further spousal consent). If it is established to the
               satisfaction of a plan representative that there is no spouse or
               that the spouse cannot be located, a waiver will be deemed a
               qualified election.

                                       28
<PAGE>
                    Any consent by a spouse obtained under this provision (or
                    establishment that the consent of a spouse may not be
                    obtained) shall be effective only with respect to such
                    spouse. A consent that permits designations by the
                    Participant without any requirement of further consent by
                    such spouse must acknowledge that the spouse has the right
                    to limit consent to a specific Beneficiary, and a specific
                    form of benefit where applicable, and that the spouse
                    voluntarily elects to relinquish either or both of such
                    rights. A revocation of a prior waiver may be made by a
                    Participant without the consent of the spouse at any time
                    before the commencement of benefits. The number of
                    revocations shall not be limited. No consent obtained under
                    this provision shall be valid unless the Participant has
                    received notice as provided in Section 6.05(E) below.

               4.   Qualified Joint and Survivor Annuity - An immediate annuity
                    for the life of the Participant with a survivor annuity for
                    the life of the spouse which is not less than 50% and not
                    more than 100% of the amount of the annuity which is payable
                    during the joint lives of the Participant and the spouse and
                    which is the amount of benefit which can be purchased with
                    the Participant's vested account balance. The percentage of
                    the survivor annuity under the Plan shall be 50% (unless a
                    different percentage is elected by the Employer in the
                    Adoption Agreement).

               5.   Spouse (surviving spouse) - The spouse or surviving spouse
                    of the Participant, provided that a former spouse will be
                    treated as the spouse or surviving spouse and a current
                    spouse will not be treated as the spouse or surviving spouse
                    to the extent provided under a qualified domestic relations
                    order as described in Section 414(p) of the Code.

               6.   Annuity Starting Date - The first day of the first period
                    for which an amount is paid as an annuity or any other form.

               7.   Vested Account Balance - The aggregate value of the
                    Participant's Vested account balances derived from Employer
                    and Nondeductible Employee Contributions (including
                    rollovers), whether Vested before or upon death, including
                    the proceeds of insurance contracts, if any, on the
                    Participant's life. The provisions of this Section 6.05
                    shall apply to a Participant who is Vested in amounts
                    attributable to Employer Contributions, Nondeductible
                    Employee Contributions (or both) at the time of death or
                    distribution.

          E.   Notice Requirements

               1.   In the case of a qualified joint and survivor annuity, the
                    Plan Administrator shall no less then 30 days and not more
                    than 90 days prior to the annuity starting date provide each
                    Participant a written explanation of: (a) the terms and
                    conditions of a qualified joint and survivor annuity; (b)
                    the Participant's right to make and the effect of an
                    election to waive the qualified joint and survivor annuity
                    form of benefit; (c) the rights of a Participant's spouse;
                    and (d) the right to make, and the effect of, a revocation
                    of a previous election to waive the qualified joint and
                    survivor annuity.

               2.   In the case of a qualified preretirement annuity as
                    described in Section 6.05(C), the Plan Administrator shall
                    provide each Participant within the applicable period for
                    such Participant a written explanation of the qualified
                    preretirement survivor annuity in such terms and in such
                    manner as would be comparable to the explanation provided
                    for meeting the requirements of Section 6.05(E)(1)
                    applicable to a qualified joint and survivor annuity.

                    The applicable period for a Participant is whichever of the
                    following periods ends last: (a) the period beginning with
                    the first day of the Plan Year in which the Participant
                    attains age 32 and ending with the close of the Plan Year
                    preceding the Plan Year in which the Participant attains age
                    35; (b) a reasonable period ending after the individual
                    becomes a Participant; (c) a reasonable period ending after
                    Section 6.05(E)(3) ceases to apply to the Participant; and
                    (d) a reasonable period ending after this Section 6.05 first
                    applies to the Participant. Notwithstanding the foregoing,
                    notice must be provided within a reasonable period ending
                    after separation from service in the case of a Participant
                    who separates from service before attaining age 35.

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

               3.   Notwithstanding the other requirements of this Section
                    6.05(E), the respective notices prescribed by this Section
                    6.05(E), need not be given to a Participant if (a) the Plan
                    "fully subsidizes" the costs of a qualified joint and
                    survivor annuity or qualified preretirement survivor
                    annuity, and (b) the Plan does not allow the Participant to
                    waive the qualified joint and survivor annuity or qualified
                    preretirement survivor annuity and does not allow a married
                    Participant to designate a nonspouse beneficiary. For
                    purposes of this Section


                                       29
<PAGE>
          6.05(E)(3), a plan fully subsidizes the costs of a benefit if no
          increase in cost, or decrease in benefits to the Participant may
          result from the Participant's failure to elect another benefit.

F.   Retirement Equity Act Safe Harbor Rules

     1.   If the Employer so indicates in the Adoption Agreement, this Section
          6.05(F) shall apply to a Participant in profit sharing plan, and shall
          always apply to any distribution, made on or after the first day of
          the first Plan Year beginning after December 31, 1988, from or under a
          separate account attributable solely to accumulated deductible
          employee contributions, as defined in Section 72(o)(5)(B) of the Code,
          and maintained on behalf of a Participant in a money purchase pension
          plan, (including a target benefit plan) if the following conditions
          are satisfied:

          a.   the Participant does not or cannot elect payments in the form of
               a life annuity; and

          b.   on the death of a Participant, the Participant's Vested account
               balance will be paid to the Participant's surviving spouse, but
               if there is no surviving spouse, or if the surviving spouse has
               consented in a manner conforming to a qualified election, then to
               the Participant's designated Beneficiary. The surviving spouse
               may elect to have distribution of the Vested account balance
               commence within the 90-day period following the date of the
               Participant's death. The account balance shall be adjusted for
               gains or losses occurring after the Participant's death in
               accordance with the provisions of the Plan governing the
               adjustment of account balances for other types of distributions.
               This Section 6.05(F) shall not be operative with respect to a
               Participant in a profit sharing plan if the plan is a direct or
               indirect transferee of a defined benefit plan, money purchase
               plan, a target benefit plan, stock bonus, or profit sharing plan
               which is subject to the survivor annuity requirements of Section
               401(a)(11) and Section 417 of the code. If this Section 6.05(F)
               is operative, then the provisions of this Section 6.05 other than
               Section 6.05(G) shall be inoperative.

     2.   The Participant may waive the spousal death benefit described in this
          Section 6.05(F) at any time provided that no such waiver shall be
          effective unless it satisfies the conditions of Section 6.05(D)(3)
          (other than the notification requirement referred to therein) that
          would apply to the Participant's waiver of the qualified preretirement
          survivor annuity.

     3.   For purposes of this Section 6.05(F), Vested account balance shall
          mean, in the case of a money purchase pension plan or a target benefit
          plan, the Participant's separate account balance attributable solely
          to accumulated deductible employee contributions within the meaning of
          Section 72(o)(5)(B) of the Code. In the case of a profit sharing plan,
          Vested account balance shall have the same meaning as provided in
          Section 6.05(D)(7).

G.   Transitional Rules

     1.   Any living Participant not receiving benefits on August 23, 1984, who
          would otherwise not receive the benefits prescribed by the previous
          subsections of this Section 6.05 must be given the opportunity to
          elect to have the prior subsections of this Section apply if such
          Participant is credited with at least one Hour of Service under this
          Plan or a predecessor plan in a Plan Year beginning on or after
          January 1, 1976, and such Participant had at least 10 Years of Vesting
          Service when he or she separated from service.

     2.   Any living Participant not receiving benefits on August 23, 1984, who
          was credited with at least one Hour of Service under this Plan or a
          predecessor plan on or after September 2, 1974, and who is not
          otherwise credited with any service in a Plan Year beginning on or
          after January 1, 1976, must be given the opportunity to have his or
          her benefits paid in accordance with Section 6.05(G)(4).

     3.   The respective opportunities to elect (as described in Section
          6.05(G)(1) and (2) above) must be afforded to the appropriate
          Participants during the period commencing on August 23, 1984, and
          ending on the date benefits would otherwise commence to said
          Participants.

     4.   Any Participant who has elected pursuant to Section 6.05(G)(2) and any
          Participant who does not elect under Section 6.05(G)(1) or who meets
          the requirements of Section 6.05(G)(1) except that such Participant
          does not have at least 10 Years of Vesting Service when he or she
          separates from service, shall have his or her benefits distributed in
          accordance with all of the following requirements if benefits would
          have been payable in the form of a life annuity:

          a.   Automatic Joint and Survivor Annuity - If benefits in the form of
               a life annuity become payable to a married Participant who:

               (1)  begins to receive payments under the Plan on or after Normal
                    Retirement Age; or

               (2)  dies on or after Normal Retirement Age while still working
                    for the Employer; or



                                       30
<PAGE>
               (3) begins to receive payments on or after the qualified early
                   retirement age; or

               (4) separates from service on or after attaining Normal
                   Retirement Age (or the qualified early retirement age) and
                   after satisfying the eligibility requirements for the payment
                   of benefits under the Plan and thereafter dies before
                   beginning to receive such benefits:

                   then such benefits will be received under this Plan in the
                   form of a qualified joint and survivor annuity, unless the
                   Participant has elected otherwise during the election period.
                   The election period must begin at least 6 months before the
                   Participant attains qualified early retirement age and ends
                   not more than 90 days before the commencement of benefits.
                   Any election hereunder will be in writing and may be changed
                   by the Participant at any time.

          b. Election of Early Survivor Amunity -- A Participant who is employed
             after attaining the qualified early retirement age will be given
             the opportunity to elect, during the election period, to have a
             survivor annuity payable on death. If the Participant elects the
             survivor annuity, payments under such annuity must not be less than
             the payments which would have been made to the spouse under the
             qualified joint and survivor annuity if the Participant had retired
             on the day before his or her death. Any election under this
             provision will be in writing and may be changed by the Participant
             at any time. The election period begins on the later of (1) the
             90th day before the Participant attains the qualified early
             retirement age, or (2) the date on which participation begins, and
             ends on the date the Participant terminates employment.

          c. For purposes of Section 6.05(G)(4):

             1. Qualified early retirement age is the latest of:

                a. the earliest date, under the Plan, on which the Participant
                   may elect to receive retirement benefits,

                b. the first day of the 120th month beginning before the
                   Participant reaches Normal Retirement Act, or

                c. the date the Participant begins participation.

             2. Qualified joint and survivor annuity is an annuity for the life
                of the Participant with a survivor annuity for the life of the
                spouse as described in Section 6.05(D)(4) of this Plan.

6.06 DISTRIBUTION REQUIREMENTS

     A. General Rules

        1. Subject to Section 6.05 Joint and Survivor Annuity Requirements, the
           requirements of this Section shall apply to any distribution of a
           Participant's Interest and will take precedence over any inconsistent
           provisions of this Plan. Unless otherwise specified, the provisions
           of this Section 6.06 apply to calendar years beginning after December
           31, 1984.

        2. All distributions required under this Section 6.06 shall be
           determined and made in accordance with the Income Tax Regulations
           under Section 401(a)(9), including the minimum distribution
           incidental benefit requirement of Section 1.401(a)(9)-2 of the
           proposed regulations.

     B. Required Beginning Date -- The entire interest of a Participant must be
        distributed or begin to be distributed no later than the Participant's
        required beginning date.

     C. Limits on Distribution Periods -- As of the first distribution calendar
        year, distributions, if not made in a single sum, may only be made over
        one of the following periods (or a combination thereof):

        1. the life of the Participant,

        2. the life of the Participant and a designated Beneficiary,

        3. a period certain not extending beyond the life expectancy of the
           Participant, or

        4. a period certain not extending beyond the joint and last survivor
           expectancy of the Participant and a designated Beneficiary.



                                       31
<PAGE>
D.   Determination of Amount to be Distributed Each Year - If the Participant's
     interest is to be distributed in other than a single sum, the following
     minimum distribution rules shall apply on or after the required beginning
     date:

     1.   Individual Account

          a.   If a Participant's benefit is to be distributed over (1) a period
               not extending beyond the life expectancy the Participant or the
               joint life and last survivor expectancy of the Participant and
               the Participant's designated Beneficiary or (2) a period not
               extending beyond the life expectancy of the designated
               Beneficiary, the amount required to be distributed for each
               calendar year, beginning with distributions for the first
               distribution calendar year, must at least equal the quotient
               obtained by dividing the Participant's benefit by the applicable
               life expectancy.

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

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

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

     2.   Other Forms - If the Participant's benefit is distributed in the form
          of an annuity purchased from an insurance company, distributions
          thereunder shall be made in accordance with the requirements of
          Section 401(a)(9) of the Code and the regulations thereunder.

E.   Death Distribution Provisions

     1.   Distribution Beginning Before Death - If the Participant dies after
          distribution of his or her interest has begun, the remaining portion
          of such interest will continue to be distributed at least as rapidly
          as under the method of distribution being used prior to the
          Participant's death.

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

          a.   if any portion of the Participant's interest is payable to a
               designated Beneficiary, distributions may be made over the life
               or over a period certain not greater than the life expectancy of
               the designated Beneficiary commencing on or before December 31 of
               the calendar year immediately following the calendar year in
               which the Participant died;

          b.   if the designated Beneficiary is the Participant's surviving
               spouse, the date distributions are required to begin in
               accordance with (a) above shall not be earlier than the later of
               (1) December 31 of the calendar year immediately following the
               calendar year in which the Participant dies or (2) December 31 of
               the calendar year in which the Participant would have attained
               age 70 1/2.

               If the Participant has not made an election pursuant to this
               Section 6.05(E)(2) by the time of his or her death, the
               Participant's designated Beneficiary must elect the method of
               distribution no later than the earlier of (1) December 31 of the
               calendar year in which distributions would be required to begin
               under this Section 6.05(E)(2), or (2) December 31 of the calendar
               year which contains the fifth anniversary of the date of death of
               the Participant. If the Participant has no designated
               Beneficiary, or if the designated Beneficiary does not elect a
               method of distribution, distribution of the Participant's entire
               interest must be completed by December 31 of the calendar year
               containing the fifth anniversary of the Participants's death.

     3.   For purposes of Section 6.06(E)(2) above, if the surviving spouse dies
          after the Participant, but before payments to such spouse begin, the
          provisions of Section 6.06(E)(2), with the exception of paragraph (b)
          therein, shall be applied as if the surviving spouse were the
          Participant.


                                       32



<PAGE>
     4.   For purposes of this Section 6.06(E), any amount paid to a child of
          the Participant will be treated as if it had been paid to the
          surviving spouse if the amount becomes payable to the surviving
          spouse when the child reaches the age of majority.

     5.   For purposes of this Section 6.06(E), distribution of a Participant's
          interest is considered to begin on the Participant's required
          beginning date (or, if Section 6.06(E)(3) above is applicable, the
          date distribution is required to begin to the surviving spouse
          pursuant to Section 6.06(E)(2) above). If distribution in the form of
          an annuity irrevocably commences to the Participant before the
          required beginning date, the date distribution is considered to begin
          is the date distribution actually commences.

F.   Definitions

     1.   Applicable Life Expectancy -- The life expectancy (or joint and last
          survivor expectancy) calculated using the attained age of the
          Participant (or designated Beneficiary) as of the Participant's (or
          designated Beneficiary's) birthday in the applicable calendar year
          reduced by one for each calendar year which has elapsed since the
          date life expectancy was first calculated. If life expectancy is
          being recalculated, the applicable life expectancy shall be the life
          expectancy as so recalculated. The applicable calendar year shall be
          the first distribution calendar year, and if life expectancy is being
          recalculated such succeeding calendar year.

     2.   Designated Beneficiary -- The individual who is designated as the
          Beneficiary under the Plan in accordance with Section 401(a)(9) of
          the Code and the regulations thereunder.

     3.   Distribution Calendar Year -- A calender year for which a minimum
          distribution is required. For distributions beginning before the
          Participant's death, the first distribution calendar year is the
          calendar year immediately preceding the calendar year which contains
          the Participant's required beginning date. For distributions
          beginning after the Participant's death, the first distribution
          calendar year is the calendar year in which distributions are required
          to begin pursuant to Section 6.05(E) above.

     4.   Life Expectancy -- Life expectancy and joint and last survivor
          expectancy are computed by use of the expected return multiples in
          Tables V and VI of Section 1.72-9 of the Income Tax Regulations.

          Unless otherwise elected by the Participant (or spouse, in the case
          of distributions described in Section 6.05(E)(2)(b) above) by the
          time distributions are required to begin, life expectancies shall be
          recalculated annually. Such election shall be irrevocable as to the
          Participant (or spouse) and shall apply to all subsequent years. The
          life expectancy of a nonspouse Beneficiary may not be recalculated.

     5.   Participant's Benefit

          a.   The account balance as of the last valuation date in the
               valuation calendar year (the calendar year immediately preceding
               the distribution calendar year) increased by the amount of any
               Contributions or Forfeitures allocated to the account balance as
               of dates in the valuation calendar year after the valuation date
               and decreased by distributions made in the valuation calendar
               year after the valuation date.

          b.   Exception for second distribution calendar year. For purposes of
               paragraph (a) above, if any portion of the minimum distribution
               for the first distribution calendar year is made in the second
               distribution calendar year on or before the required beginning
               date, the amount of the minimum distribution made in the second
               distribution calendar year shall be treated as if it had been
               made in the immediately preceding distribution calendar year.

     6.   Required Beginning Date

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

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

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

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

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

                                       33
<PAGE>
                    (b)  the earlier of the calendar year with or within which
                         ends the Plan Year in which the Participant becomes a
                         5% owner, or the calendar year in which the Participant
                         retires.

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

               c.   5% Owner -- A Participant is treated as a 5% owner for
                    purposes of this Section 6.06(F)(6) if such Participant is
                    a 5% owner as defined in Section 416(i) of the Code
                    (determined in accordance with Section 416 but without
                    regard to whether the Plan is top-heavy) at any time during
                    the Plan Year ending with or within the calendar year in
                    which such owner attains age 66 1/2 or any subsequent Plan
                    Year.

               d.   Once distributions have begun to a 5% owner under this
                    Section 6.06(F)(6) they must continue to be distributed,
                    even if the Participant ceases to be a 5% owner in a
                    subsequent year.

     G.   Transitional Rule

          1.   Notwithstanding the other requirements of this Section 6.06 and
               subject to the requirements of Section 6.05, Joint and Survivor
               Annuity Requirements, distribution on behalf of any Employee,
               including a 5% owner, may be made in accordance with all of the
               following requirements (regardless of when such distribution
               commences):

               a.   The distribution by the Fund is one which would not have
                    qualified such Fund under Section 401(a)(9) of the Code as
                    in effect prior to amendment by the Deficit Reduction Act
                    of 1984.

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

               c.   Such designation was in writing, was signed by the Employee
                    or the Beneficiary, and was made before January 1, 1984.

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

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

          2.   A distribution upon death will not be covered by this
               transitional rule unless the information in the designation
               contains the required information described above with respect
               to the distributions to be made upon the death of the Employee.

          3.   For any distribution which commences before January 1, 1984, but
               continues after December 31, 1983, the Employee, or the
               Beneficiary, to whom such distribution is being made, will be
               presumed to have designated the method of distribution under
               which the distribution is being made if the method of
               distribution was specified in writing and the distribution
               satisfies the requirements in Sections 6.06(G)(1)(a) and (e).

          4.   If a designation is revoked, any subsequent distribution must
               satisfy the requirements of Section 1.401(a)(9) of the Code and
               the regulations thereunder. If a designation is revoked
               subsequent to the date distributions are required to begin, the
               Plan must distribute by the end of the calendar year following
               the calendar year in which the revocation occurs the total amount
               not yet distributed which would have been required to have been
               distributed to satisfy Section 1.401(a)(9) of the Code and the
               regulations thereunder, but for the Section 242(b)(2) election.
               For calendar years beginning after December 31, 1988, such
               distributions must meet the minimum distribution incidental
               benefit requirements in Section 1.401(a)(9)-2 of the Proposed
               Income Tax Regulations. Any changes in the designation will be
               considered to be a revocation of the designation. However, the
               mere substitution or addition of another Beneficiary (one not
               named in the designation) under the designation will not be
               considered to be a revocation of the designation, so long as
               such substitution or addition does not alter the period over
               which distributions are to be made under the designation,
               directly or indirectly (for example, by altering the relevant
               measuring life). In the case in which an amount is transferred
               or rolled over from one plan to another plan, the rules in Q&A
               J-2 and Q&A J-3 shall apply.

                                       34
<PAGE>
6.07      ANNUITY CONTRACTS

          Any annuity contract distributed under the Plan (if permitted or
          required by this Section 6) must be nontransferable. The terms of any
          annuity contract purchased and distributed by the Plan to a
          Participant or spouse shall comply with the requirements of the Plan.

6.08      LOANS TO PARTICIPANTS

          If the Adoption Agreement so indicates, a Participant may receive a
          loan from the Fund, subject to the following rules:

          A.   Loans shall be made available to all Participants on a reasonably
               equivalent basis.

          B.   Loans shall not be made available to Highly Compensated Employees
               (as defined in Section 414(q) of the Code) in an amount greater
               than the amount made available to other Employees.

          C.   Loans must be adequately secured and bear a reasonable interest
               rate.

          D.   No Participant loan shall exceed the present value of the Vested
               portion of a Participant's Individual Account.

          E.   A Participant must obtain the consent of his or her spouse, if
               any, to the use of the Individual Account as security for the
               loan. Spousal consent shall be obtained no earlier than the
               beginning of the 90 day period that ends on the date on which the
               loan is to be so secured. The consent must be in writing, must
               acknowledge the effect of the loan, and must be witnessed by a
               plan representative or notary public. Such consent shall
               thereafter be binding with respect to the consenting spouse or
               any subsequent spouse with respect to that loan. A new consent
               shall be required if the account balance is used for
               renegotiation, extension, renewal, or other revision of the loan.
               Notwithstanding the foregoing, no spousal consent is necessary
               if, at the time the loan is secured, no consent would be required
               for a distribution under Section 417(a)(2)(B). In addition,
               spousal consent is not required if the Plan or the Participant is
               not subject to Section 401(a)(11) at the time the Individual
               Account is used as security, or if the total Individual Account
               subject to the security is less than or equal to $3,500.

          F.   In the event of default, foreclosure on the note and attachment
               of security will not occur until a distributable event occurs in
               the Plan. Notwithstanding the preceding sentence, a Participant's
               default on a loan will be treated as a distributable event and as
               soon as administratively feasible after the default, the
               Participant's Vested Individual Account will be reduced by the
               lesser of the amount in default (plus accrued interest) or the
               amount secured. If this Plan is a 401(k) plan, then to the extent
               the loan is attributable to a Participant's Elective Deferrals,
               Qualified Nonelective Contributions or Qualified Matching
               Contributions, the Participant's Individual Account will not be
               reduced unless the Participant has attained age 59 1/2 or has
               another distributable event. A Participant will be deemed to have
               consented to the provision at the time the loan is made to the
               Participant.

          G.   No loans will be made to any shareholder-employee or
               Owner-Employee. For purposes of this requirement, a
               shareholder-employee means an employee or officer of an electing
               small business (Subchapter S) corporation who owns (or is
               considered as owning within the meaning of Section 318(a)(1) of
               the Code), on any day during the taxable year of such
               corporation, more than 5% of the outstanding stock of the
               corporation.

          If a valid spousal consent has been obtained in accordance with
          6.08(E), then, notwithstanding any other provisions of this Plan, the
          portion of the Participant's Vested Individual Account used as a
          security interest held by the Plan by reason of a loan outstanding
          to the Participant shall be taken into account for purposes of
          determining the amount of the account balance payable at the time of
          death or distribution, but only if the reduction is used as repayment
          of the loan. If less than 100% of the Participant's Vested Individual
          Account (determined without regard to the preceding sentence) is
          payable to the surviving spouse, then the account balance shall be
          adjusted by first reducing the Vested Individual Account by the amount
          of the security used as repayment of the loan, and then determining
          the benefit payable to the surviving spouse.

          To avoid taxation to the Participant, no loan to any Participant can
          be made to the extent that such loan when added to the outstanding
          balance of all other loans to the Participant would exceed the lesser
          of (a) $50,000 reduced by the excess (if any) of the highest
          outstanding balance of loans during the one year period ending on the
          day before the loan is made, over the outstanding balance of loans
          from the Plan on the date the loan is made, or (b) 50% of the present
          value of the nonforfeitable Individual Account of the Participant or,
          if greater, the total Individual Account up to $10,000. For the
          purpose of the above limitation, all loans from all plans of the
          Employer and other members of a group of employers described in
          Section 414(b), 414(c), and 414(m) of the Code are aggregated.
          Furthermore, any loan shall by its terms require that repayment
          (principal and interest) be amortized in level payments, not less
          frequently than quarterly, over a period not extending beyond 5 years
          from the date of the loan, unless such loan is used to acquire a
          dwelling unit which within a reasonable time (determined at the time
          the loan is made) will be used as the principal residence of the
          Participant. An assignment or pledge of any portion of the
          Participant's interest in the Plan and a loan, pledge, or assignment
          with respect to any insurance contract purchased under the Plan, will
          be treated as a loan under this paragraph.

          The Plan Administrator shall administer the loan program in accordance
          with a written document. Such written document shall include, at a
          minimum, the following: (i) the identity of the person or positions
          authorized to administer the Participant loan program; (ii) the
          procedure for applying for loans; (iii) the basis on which loans will
          be approved or denied; (iv) limitations (if any) on the types and
          amounts of loans offered; (v) the procedure under the program for

                                       35


<PAGE>
          determining a reasonable rate of interest; (vi) the types of
          collateral which may secure a Participant loan; and (vii) the events
          constituting default and the steps that will be taken to preserve
          Plan assets in the event of such default.

6.09      DISTRIBUTION IN KIND
          The Plan Administrator may cause any distribution under this Plan to
          be made either in a form actually held in the Fund or in cash by
          converting assets other than cash into cash, or in any combination of
          the two foregoing ways.

6.10      DIRECT ROLLOVERS OF ELIGIBLE ROLLOVER DISTRIBUTIONS

          A.   Direct Rollover Option
               This Section applies to distributions made on or after January 1,
               1993. Notwithstanding any provision of the Plan to the contrary
               that would otherwise limit a distributee's election under this
               Section, a distributee may elect, at the time and in the manner
               prescribed by the Plan Administrator, to have any portion of an
               eligible rollover distribution that is equal to at least $500
               paid directly to an eligible retirement plan specified by the
               distributee in a direct rollover.

          B.   Definitions

               1.   Eligible rollover distribution - An eligible rollover
                    distribution is any distribution of all or any portion of
                    the balance to the credit of the distributee, except that an
                    eligible rollover distribution does not include:

                    a.   any distribution that is one of a series of
                         substantially equal periodic payments (not less
                         frequently than annually) made for the life (or life
                         expectancy) of the distributee or the joint lives (or
                         joint life expectancies) of the distributee and the
                         distributee's designated Beneficiary, or for a
                         specified period of ten years or more;

                    b.   any distribution to the extent such distribution is
                         required under Section 401(a)(9) of the Code;

                    c.   the portion of any other distribution that is not
                         includible in gross income (determined without regard
                         to the exclusion for net unrealized appreciation with
                         respect to employer securities); and

                    d.   any other distribution(s) that is reasonably expected
                         to total less than $200 during a year.

               2.   Eligible retirement plan - An eligible retirement plan is an
                    individual retirement account described in Section 408(a) of
                    the Code, an individual retirement annuity described in
                    Section 406(b) of the Code, an annuity plan described in
                    Section 403(a) of the Code, or a qualified trust described
                    in Section 401(a) of the Code, that accepts the
                    distributee's eligible rollover distribution. However, in
                    the case of an eligible rollover distribution to the
                    surviving spouse, an eligible retirement plan is an
                    individual retirement account or individual retirement
                    annuity.

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

               4.   Direct rollover - A direct rollover is a payment by the Plan
                    to the eligible retirement plan specified by the
                    distributee.

6.11      PROCEDURE FOR MISSING PARTICIPANTS OR BENEFICIARIES
          The Plan Administrator must use all reasonable measures to locate
          Participants or Beneficiaries who are entitled to distributions from
          the Plan. In the event that the Plan Administrator cannot locate a
          Participant or Beneficiary who is entitled to a distribution from the
          Plan after using all reasonable measures to locate him or her, the
          Plan Administrator may, consistent with applicable laws, regulations
          and other pronouncements under ERISA, use any reasonable procedure to
          dispose of distributable plan assets, including any of the following:
          (1) establish a bank account for and in the name of the Participant or
          Beneficiary and transfer the assets to such bank account, (2) purchase
          an annuity contract with the assets in the name of the Participant or
          Beneficiary, or (3) after the expiration of 5 years after the benefit
          becomes payable, treat the amount distributable as a Forfeiture and
          allocate it in accordance with the terms of the Plan and if the
          Participant or Beneficiary is later located, restore such benefit to
          the Plan.

SECTION SEVEN  CLAIMS PROCEDURE

7.01      FILING A CLAIM FOR PLAN DISTRIBUTIONS
          A Participant or Beneficiary who desires to make a claim for the
          Vested portion of the Participant's Individual Account shall file a
          written request with the Plan Administrator on a form to be furnished
          to him or her by the Plan Administrator for such purpose. The request
          shall set forth the basis of the claim. The Plan Administrator is
          authorized to conduct such examinations as may be necessary to
          facilitate the payment of any benefits to which the Participant or
          Beneficiary may be entitled under the terms of the Plan.

                                      -36-
<PAGE>
     7.02 DENIAL OF CLAIM
          Whenever a claim for a Plan distribution by any Participant or
          Beneficiary has been wholly or partially denied, the Plan
          Administrator must furnish such Participant or Beneficiary written
          notice of the denial within 60 days of the date the original claim was
          filed. This notice shall set forth the specific reasons for the
          denial, specific reference to the pertinent Plan provisions on which
          the denial is based, a description of any additional information or
          material needed to perfect the claim, an explanation of why such
          additional information or material is necessary and an explanation of
          the procedures for appeal.

     7.03 REMEDIES AVAILABLE
          The Participant or Beneficiary shall have 60 days from receipt of the
          denial notice in which to make written application for review by the
          Plan Administrator. The Participant or Beneficiary may request that
          the review be in the nature of a hearing. The Participant or
          Beneficiary shall have the right to representation, to review
          pertinent documents and to submit comments in writing. The Plan
          Administrator shall issue a decision on such review within 60 days
          after receipt of an application for review as provided for in Section
          7.02. Upon a decision unfavorable to the Participant or Beneficiary,
          such Participant or Beneficiary shall be entitled to bring such
          actions in law or equity as may be necessary or appropriate to protect
          or clarify his or her right to benefits under this Plan.


SECTION EIGHT  PLAN ADMINISTRATOR

     8.01      EMPLOYER IS PLAN ADMINISTRATOR

               A.   The Employer shall be the Plan Administrator unless the
                    managing body of the Employer designates a person or persons
                    other than the Employer as the Plan Administrator and so
                    notifies the Trustee (or Custodian, if applicable). The
                    Employer shall also be the Plan Administrator if the person
                    or persons so designated cease to be the Plan Administrator.
                    The Employer may establish an administrative committee that
                    will carry out the Plan Administrator's duties. Members of
                    the administrative committee may allocate the Plan
                    Administrator's duties among themselves.

               B.   If the managing body of the Employer designates a person or
                    persons other than the Employer as Plan Administrator, such
                    person or persons shall serve at the pleasure of the
                    Employer and shall serve pursuant to such procedures as such
                    managing body may provide. Each such person shall be bonded
                    as may be required by law.

     8.02      POWERS AND DUTIES OF THE PLAN ADMINISTRATOR

               A.   The Plan Administrator may, by appointment, allocate the
                    duties of the Plan Administrator among several individuals
                    or entities. Such appointments shall not be effective until
                    the party designated accepts such appointment in writing.

               B.   The Plan Administrator shall have the authority to control
                    and manage the operation and administration of the Plan. The
                    Plan Administrator shall administer the Plan for the
                    exclusive benefit of the Participants and their
                    Beneficiaries in accordance with the specific terms of the
                    Plan.

               C.   The Plan Administrator shall be charged with the duties of
                    the general administration of the Plan, including, but not
                    limited to, the following:

                    1.   To determine all questions of interpretation or policy
                         in a manner consistent with the Plan's documents and
                         the Plan Administrator's construction or determination
                         in good faith shall be conclusive and binding on all
                         persons except as otherwise provided herein or by law.
                         Any interpretation or construction shall be done in a
                         nondiscriminatory manner and shall be consistent with
                         the intent that the Plan shall continue to be deemed a
                         qualified plan under the terms of Section 401(a) of the
                         Code, as amended from time-to-time, and shall comply
                         with the terms of ERISA, as amended from time-to-time;

                    2.   To determine all questions relating to the eligibility
                         of Employees to become or remain Participants
                         hereunder;

                    3.   To compute the amounts necessary or desirable to be
                         contributed to the Plan;

                    4.   To compute the amount and kind of benefits to which a
                         Participant or Beneficiary shall be entitled under the
                         Plan and to direct the Trustee (or Custodian, if
                         applicable) with respect to all disbursements under the
                         Plan, and, when requested by the Trustee (or
                         Custodian), to furnish the Trustee (or Custodian) with
                         instructions, in writing, on matters pertaining to the
                         Plan and the Trustee (or Custodian) may rely and act
                         thereon;

                    5.   To maintain all records necessary for the
                         administration of the Plan;

                    6.   To be responsible for preparing and filing such
                         disclosure and tax forms as may be required from
                         time-to-time by the Secretary of Labor or the Secretary
                         of the Treasury; and


                                       37

<PAGE>
               7.   To furnish each Employee, Participant or Beneficiary such
                    notices, information and reports under such circumstances as
                    may be required by law.

          D.   The Plan Administrator shall have all of the powers necessary or
               appropriate to accomplish his or her duties under the Plan,
               including, but not limited to, the following:

               1.   To appoint and retain such persons as may be necessary to
                    carry out the functions of the Plan Administrator;

               2.   To appoint and retain counsel, specialists or other persons
                    as the Plan Administrator deems necessary or advisable in
                    the administration of the Plan;

               3.   To resolve all questions of administration of the Plan;

               4.   To establish such uniform and nondiscriminatory rules which
                    it deems necessary to carry out the terms of the Plan;

               5.   To make any adjustments in a uniform and nondiscriminatory
                    manner which it deems necessary to correct any arithmetical
                    or accounting errors which may have been made for any Plan
                    Year; and

               6.   To correct any defect, supply any omission or reconcile any
                    inconsistency in such manner and to such extent as shall be
                    deemed necessary or advisable to carry out the purpose of
                    the Plan.

     8.03      EXPENSES AND COMPENSATION

               All reasonable expenses of administration including, but not
               limited to, those involved in retaining necessary professional
               assistance may be paid from the assets of the Fund.
               Alternatively, the Employer may, in its discretion, pay any or
               all such expenses. Pursuant to uniform and nondiscriminatory
               rules that the Plan Administrator may establish from
               time-to-time, administrative expenses and expenses unique to a
               particular Participant may be charged to a Participant's
               Individual Account or the Plan Administrator may allow
               Participants to pay such fees outside of the Plan. The Employer
               shall furnish the Plan Administrator with such clerical and other
               assistance as the Plan Administrator may need in the performance
               of his or her duties.

     8.04      INFORMATION FROM EMPLOYER

               To enable the Plan Administrator to perform his or her duties,
               the Employer shall supply full and timely information to the Plan
               Administrator (or his or her designated agents) on all matters
               relating to the Compensation of all Participants, their regular
               employment, retirement, death, Disability or Termination of
               Employment, and such other pertinent facts as the Plan
               Administrator (or his or her agents) may require. The Plan
               Administrator shall advise the Trustee (or Custodian, if
               applicable) of such of the foregoing facts as may be pertinent
               to the Trustee's (or Custodian's) duties under the Plan. The Plan
               Administrator (or his or her agents) is entitled to rely on such
               information as is supplied by the Employer and shall have no duty
               or responsibility to verify such information.

SECTION NINE   AMENDMENT AND TERMINATION

     9.01      RIGHT OF PROTOTYPE SPONSOR TO AMEND THE PLAN

               A.   The Employer, by adopting the Plan, expressly delegates to
                    the Prototype Sponsor the power, but not the duty, to amend
                    the Plan without any further action or consent of the
                    Employer as the Prototype Sponsor deems necessary for the
                    purpose of adjusting the Plan to comply with all laws and
                    regulations governing pension or profit sharing plans.
                    Specifically, it is understood that the amendments may be
                    made unilaterally by the Prototype Sponsor. However, it
                    shall be understood that the Prototype Sponsor shall be
                    under no obligation to amend the Plan documents and
                    the Employer expressly waives any rights or claims against
                    the Prototype Sponsor for not exercising this power to
                    amend. For purposes of Prototype Sponsor amendments, the
                    mass submitter shall be recognized as the agent of the
                    Prototype Sponsor. If the Prototype Sponsor does not adopt
                    the amendments made by the mass submitter, it will no longer
                    be identical to or a minor modifier of the mass submitter
                    plan.

               B.   An amendment by the Prototype Sponsor shall be accomplished
                    by giving written notice to the Employer of the amendment to
                    be made. The notice shall set forth the text of such
                    amendment and the date such amendment is to be effective.
                    Such amendment shall take effect unless within the 30 day
                    period after such notice is provided, or within such shorter
                    period as the notice may specify, the Employer gives the
                    Prototype Sponsor written notice of refusal to consent to
                    the amendment. Such written notice of refusal shall have the
                    effect of withdrawing the Plan as a prototype plan and shall
                    cause the Plan to be considered an individually designed
                    plan. The right of the Prototype Sponsor to cause the Plan
                    to be amended shall terminate should the Plan cease to
                    conform as a prototype plan as provided in this or any other
                    section.

     9.02      RIGHT OF EMPLOYER TO AMEND THE PLAN

               The Employer may (1) change the choice of options in the Adoption
               Agreement; (2) add overriding language in the Adoption Agreement
               when such language is necessary to satisfy Section 415 or Section
               416 of the Code because of the required aggregation of multiple
               plans; and (3) add certain model amendments published by the
               Internal Revenue Service


                                       38


<PAGE>
      which specifically provide that their adoption will not cause the Plan to
      be treated as individually designed. An Employer that amends the Plan for
      any other reason, including a waiver of the minimum funding requirement
      under Section 412(d) of the Code, will no longer participate in this
      prototype plan and will be considered to have an individually designed
      plan.

      An Employer who wishes to amend the Plan to change the options it has
      chosen in the Adoption Agreement must complete and deliver a new Adoption
      Agreement to the Prototype Sponsor and Trustee (or Custodian, if
      applicable). Such amendment shall become effective upon execution by the
      Employer and Trustee (or Custodian).

      The Employer further reserves the right to replace the Plan in its
      entirety by adopting another retirement plan which the Employer designates
      as a replacement plan.

9.03  LIMITATION ON POWER TO AMEND
      No amendment to the Plan shall be effective to the extent that it has the
      effect of decreasing a Participant's accrued benefit. Notwithstanding the
      preceding sentence, a Participant's Individual Account may be reduced to
      the extent permitted under Section 412(c)(8) of the Code. For purposes of
      this paragraph, a plan amendment which has the effect of decreasing a
      Participant's Individual Account or eliminating an optional form of
      benefit with respect to benefits attributable to service before the
      amendment shall be treated as reducing an accrued benefit. Furthermore, if
      the vesting schedule of a Plan is amended, in the case of an Employee who
      is a Participant as of the later of the date such amendment is adopted or
      the date it becomes effective, the Vested percentage (determined as of
      such date) of such Employee's Individual Account derived from Employer
      Contributions will not be less than the percentage computed under the Plan
      without regard to such amendment.

9.04  AMENDMENT OF VESTING SCHEDULE
      If the Plan's vesting schedule is amended, or the Plan is amended in any
      way that directly or indirectly affects the computation of the
      Participant's Vested percentage, or if the Plan is deemed amended by an
      automatic change to or from a top-heavy vesting schedule, each Participant
      with at least 3 Years of Vesting Service with the Employer may elect,
      within the time set forth below, to have the Vested percentage computed
      under the Plan without regard to such amendment.

      For Participants who do not have at least 1 Hour of Service in any Plan
      Year beginning after December 31, 1988, the preceding sentence shall be
      applied by substituting "5 Years of Vesting Service" for "3 Years of
      Vesting Service" where such language appears.
      The Period during which the election may be made shall commence with the
      date the amendment is adopted or deemed to be made and shall end the later
      of:

      A.  60 days after the amendment is adopted;

      B.  60 days after the amendment becomes effective; or

      C.  60 days after the Participant is issued written notice of the
      amendment by the Employer or Plan Administrator.

9.05  PERMANENCY
      The Employer expects to continue this Plan and make the necessary
      contributions thereto indefinitely, but such continuance and payment is
      not assumed as a contractual obligation. Neither the Adoption Agreement
      nor the Plan nor any amendment or modification thereof nor the making of
      contributions hereunder shall be construed as giving any Participant or
      any person whomsoever any legal or equitable right against the Employer,
      the Trustee (or Custodian, if applicable) the Plan Administrator or the
      Prototype Sponsor except as specifically provided herein, or as provided
      by law.

9.06  METHOD AND PROCEDURE FOR TERMINATION
      The Plan may be terminated by the Employer at any time by appropriate
      action of its managing body. Such termination shall be effective on the
      date specified by the Employer. The Plan shall terminate if the Employer
      shall be dissolved, terminated, or declared bankrupt. Written notice of
      the termination and effective date thereof shall be given to the Trustee
      (or Custodian), Plan Administrator, Prototype Sponsor, Participants and
      Beneficiaries of deceased Participants, and the required filings (such as
      the Form 5500 series and others) must be made with the Internal Revenue
      Service and any other regulatory body as required by current laws and
      regulations. Until all of the assets have been distributed from the Fund,
      the Employer must keep the Plan in compliance with current laws and
      regulations by (a) making appropriate amendments to the Plan and (b)
      taking such other measures as may be required.

9.07  CONTINUANCE OF PLAN BY SUCCESSOR EMPLOYER
      Notwithstanding the preceding Section 9.06, a successor of the Employer
      may continue the Plan and be substituted in the place of the present
      Employer. The successor and the present Employer (or, if deceased, the
      executor of the estate of a deceased Self-Employed Individual who was the
      Employer) must execute a written instrument authorizing such substitution
      and the successor must complete and sign a new plan document.

9.08  FAILURE OF PLAN QUALIFICATION

                                      -39


<PAGE>
               If the Plan fails to retain its qualified status, the Plan will
               no longer be considered to be part of a prototype plan, and such
               Employer can no longer participate under this prototype. In such
               event, the Plan will be considered an individually designed plan.

SECTION TEN    MISCELLANEOUS

       10.01   STATE COMMUNITY PROPERTY LAWS
               The terms and conditions of this Plan shall be applicable
               without regard to the community property laws of any state.

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

       10.03   GENDER AND NUMBER
               Whenever any words are used herein in the masculine gender they
               shall be construed as though they were also used in the feminine
               gender in all cases where they would so apply, and whenever any
               words are used herein in the singular form they shall be
               construed as though they were also used in the plural form in all
               cases where they would so apply.

       10.04   PLAN MERGER OR CONSOLIDATION
               In the case of any merger or consolidation of the Plan with, or
               transfer of assets or liabilities of such Plan to, any other
               plan, each Participant shall be entitled to received benefits
               immediately after the merger, consolidation, or transfer (if the
               Plan had then terminated) which are qual to or greater than the
               benefits he or she would have been entitled to receive
               immediately before the merger, consolidation, or transfer (if the
               Plan had then terminated). The Trustee (or Custodian) has the
               authority to enter into merger agreements or agreements to
               directly transfer the assets of this Plan but only if such
               agreements are made with trustees or custodians of other
               retirement plans described in Section 401(a) of the Code.

       10.05   STANDARD OF FIDUCIARY CONDUCT
               The Employer, Plan Administrator, Trustee and any other fiduciary
               under this Plan shall discharge their duties with respect to this
               Plan solely in the interests of Participants and their
               Beneficiaries and with the care, skill, prudence and diligence
               under the circumstances then prevailing that a prudent man acting
               in like capacity and familiar with such matters would use in the
               conduct of an enterprise of a like character and with like aims.
               No fiduciary shall cause the Plan to engage in any transaction
               known as a "prohibited transaction" under ERISA.

       10.06   GENERAL UNDERTAKING OF ALL PARTIES
               All parties to this Plan and all persons claiming any interest
               whatsoever hereunder agree to perform any and all acts and
               execute any and all documents and papers which may be necessary
               or desirable for the carrying out of this Plan and any of its
               provisions.

       10.07   AGREEMENT BINDS HEIRS, ETC.
               This Plan shall be binding upon the heirs, executors,
               administrators, successors and assigns, as those terms shall
               apply to any and all parties hereto, present and future.

       10.08   DETERMINATION OF TOP-HEAVY STATUS

               A.   For any Plan Year beginning after December 31, 1983,
                    this Plan is a Top-Heavy Plan if any of the following
                    conditions exist:

                    1.   If the top-heavy ratio for this Plan exceeds 60%
                         and this Plan is not part of any required aggregation
                         group or permissive aggregation group of plans.

                    2.   If this Plan is part of a required aggregation group
                         of plans but not part of a permissive aggregation group
                         and the top-heavy ratio for the group of plans exceeds
                         60%.

                    3.   If this Plan is a part of a required aggregation
                         group and part of a permissive aggregation group of
                         plans and the top-heavy ratio for the permissive
                         aggregation group exceeds 60%.

                    For purposes of this Section 10.08, the following terms
                    shall have the meanings indicated below:

               B.   Key Employee -- Any Employee or former Employee (and
                    the Beneficiaries of such Employee) who at any time during
                    the determination period was an officer of the Employer if
                    such individual's annual compensation exceeds 50% of the
                    dollar limitation under Section 415(b)(1)(A) of the Code, an
                    owner (or considered an owner under Section 318 of the Code)
                    of one of the 10 largest interests in the Employer if such
                    individual's compensation exceeds 100% of the dollar
                    limitation under Section 415(c)(1)(A) of the Code, a 5%
                    owner of the Employer, or a 1% owner of the Employer who has
                    an annual compensation of more than $150,000. Annual
                    compensation means compensation as defined in Section
                    415(c)(3) of the Code, but including amounts contributed by
                    the Employer pursuant to a salary reduction agreement which
                    are excludable from the Employee's gross income under
                    Section


                                      -40



<PAGE>
     125, Section 402(e)(3), Section 402(h)(1)(B) or Section 403(b) of the Code.
     The determination period is the Plan Year containing the determination date
     and the 4 preceding Plan Years.

     The determination of who is a Key Employee will be made in accordance with
     Section 416(i)(1) of the Code and the regulations thereunder.

C.   Top-heavy ratio

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

     2.   If the Employer maintains one or more defined contribution plans
          (including any simplified employee pension plan) and the Employer
          maintains or has maintained one or more defined benefit plans which
          during the 5-year period ending on the determination date(s) has or
          has had any accrued benefits, the top-heavy ratio for any required or
          permissive aggregation group as appropriate is a fraction, the
          numerator of which is the sum of account balances under the
          aggregated defined contribution plan or plans for all Key Employees,
          determined in accordance with (1) above, and the present value of
          accrued benefits under the aggregated defined benefit plan or plans
          for all Key Employees as of the determination date(s), and the
          denominator of which is the sum of the account balances under the
          aggregated defined contribution plan or plans for all Participants,
          determined in accordance with (1) above, and the present value of
          accrued benefits under the defined benefit plan or plans for all
          Participants as of the determination date(s), all determined in
          accordance with Section 416 of the Code and the regulations
          thereunder. The accrued benefits under a defined benefit plan in both
          the numerator and denominator of the top-heavy ratio are increased
          for any distribution of an accrued benefit made in the 5-year period
          ending on the determination date.

     3.   For purposes of (1) and (2) above, the value of account balances and
          the present value of accrued benefits will be determined as of the
          most recent valuation date that falls within or ends with the
          12-month period ending on the determination date, except as provided
          in Section 416 of the Code and the regulations thereunder for the
          first and second plan years of a defined benefit plan. The account
          balances and accrued benefits of a Participant (a) who is not a Key
          Employee but who was a Key Employee in a Prior Year, or (b) who has
          not been credited with at least one Hour of Service with any employer
          maintaining the plan at any time during the 5-year period ending on
          the determination date will be disregarded. The calculation of the
          top-heavy ratio, and the extent to which distributions, rollovers,
          and transfers are taken into account will be made in accordance with
          Section 416 of the Code and the regulations thereunder. Deductible
          employee contributions will not be taken into account for purposes of
          computing the top-heavy ratio. When aggregating plans the value of
          account balances and accrued benefits will be calculated with
          reference to the determination dates that fall within the same
          calendar year.

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

     4.   Permissive aggregation group: The required aggregation group of plans
          plus any other plan or plans of the Employer which, when considered
          as a group with the required aggregation group, would continue to
          satisfy the requirements of Sections 401(a)(4) and 410 of the Code.

     5.   Required aggregation group: (a) Each qualified plan of the Employer
          in which at least one Key Employee participates or participated at
          any time during the determination period (regardless of whether the
          Plan has terminated), and (b) any other qualified plan of the
          Employer which enables a plan described in (a) to meet the
          requirements of Sections 401(a)(4) or 410 of the Code.

     6.   Determination date: For any Plan Year subsequent to the first Plan
          Year, the last day of the preceding Plan Year. For the first Plan
          Year of the Plan, the last day of that year.

     7.   Valuation date: For purposes of calculating the top-heavy ratio, the
          valuation date shall be the last day of each Plan Year.

                                       41
<PAGE>
          8.   Present value: For purposes of establishing the "present value"
               of benefits under a defined benefit plan to compute the top-heavy
               ratio, any benefit shall be discounted only for mortality and
               interest based on the interest rate and mortality table specified
               for this purpose in the defined benefit plan, unless otherwise
               indicated in the Adoption Agreement.

10.09     SPECIAL LIMITATIONS FOR OWNER-EMPLOYEES
          If this Plan provides contributions or benefits for one or more
          Owner-Employees who control both the business for which this Plan is
          established and one or more other trades or businesses, this Plan and
          the plan established for other trades or businesses must, when looked
          at as a single plan, satisfy Sections 401(a) and (d) of the Code for
          the employees of those trades or businesses.

          If the Plan provides contributions or benefits for one or more
          Owner-Employees who control one or more other trades or businesses,
          the employees of the other trades or businesses must be included in a
          plan which satisfies Sections 401(a) and (d) of the Code and which
          provides contributions and benefits not less favorable than provided
          for Owner-Employees under this Plan.

          If an individual is covered as an Owner-Employee under the plans of
          two or more trades or businesses which are not controlled and the
          individual controls a trade or business, then the contributions or
          benefits of the employees under the plan of the trade or business
          which is controlled must be as favorable as those provided for him or
          her under the most favorable plan of the trade or business which is
          not controlled.

          For purposes of the preceding paragraphs, an Owner-Employee, or two or
          more Owner-Employees, will be considered to control a trade or
          business if the Owner-Employee, or two or more Owner-Employees,
          together:

          A.   own the entire interest in a unincorporated trade or business, or

          B.   in the case of a partnership, own more than 50% of either the
               capital interest or the profit interest in the partnership.

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

10.10     INALIENABILITY OF BENEFITS
          No benefit or interest available hereunder will be subject to
          assignment or alienation, either voluntarily or involuntarily. The
          preceding sentence shall also apply to the creation, assignment, or
          recognition of a right to any benefit payable with respect to a
          Participant pursuant to a domestic relations order, unless such order
          is determined to be a qualified domestic relations order, as defined
          in Section 414(p) of the Code.

          Generally, a domestic relations order cannot be a qualified domestic
          relations order until January 1, 1985. However, in the case of a
          domestic relations order entered before such date, the Plan
          Administrator:

          (1)  shall treat such order as a qualified domestic relations order if
               such Plan Administrator is paying benefits pursuant to such order
               on such date, and

          (2)  may treat any other such order entered before such date as a
               qualified domestic relations order even if such order does not
               meet the requirements of Section 414(p) of the Code.

          Notwithstanding any provision of the Plan to the contrary, a
          distribution to an alternate payee under a qualified domestic
          relations order shall be permitted even if the Participant affected by
          such order is not otherwise entitled to a distribution and even if
          such Participant has not attained earliest retirement age as defined
          in Section 414(p) of the Code.

10.11     CANNOT ELIMINATE PROTECTED BENEFITS
          Pursuant to Section 411(d)(6) of the Code, and the regulations
          thereunder, the Employer cannot reduce, eliminate or make subject to
          Employer discretion any Section 411(d)(6) protected benefit. Where
          this Plan document is being adopted to amend another plan that
          contains a protected benefit not provided for in this document, the
          Employer may attach a supplement to the Adoption Agreement that
          describes such protected benefit which shall become part of the Plan.



                                       42
<PAGE>
SECTION ELEVEN 401(k) PROVISIONS

               In addition to Sections 1 through 10, the provisions of this
               Section 11 shall apply if the Employer has established a 401(k)
               cash or deferred arrangement (CODA) by completing and signing the
               appropriate Adoption Agreement.

     11.100    DEFINITIONS
               The following words and phrases when used in the Plan with
               initial capital letters shall, for the purposes of this Plan,
               have the meanings set forth below unless the context indicates
               that other meanings are intended.

     11.101    ACTUAL DEFERRAL PERCENTAGE (ADP)
               Means, for a specified group of Participants for a Plan Year, the
               average of the ratios (calculated separately for each Participant
               in such group) of (1) the amount of Employer Contributions
               actually paid over to the Fund on behalf of such Participant for
               the Plan Year to (2) the Participant's Compensation for such Plan
               Year (taking into account only that Compensation paid to the
               Employee during the portion of the Plan Year he or she was an
               eligible Participant, unless otherwise indicated in the Adoption
               Agreement). For purposes of calculating the ADP, Employer
               Contributions on behalf of any Participant shall include: (1) any
               Elective Deferrals made pursuant to the Participant's deferral
               election, (including Excess Elective Deferrals of Highly
               Compensated Employees), but excluding (a) Excess Elective
               Deferrals of Non-highly Compensated Employees that arise solely
               from Elective Deferrals made under the Plan or plans of this
               Employer and (b) Elective Deferrals that are taken into account
               in the Contribution Percentage test (provided the ADP test is
               satisfied both with and without exclusion of these Elective
               Deferrals); and (2) at the election of the Employer, Qualified
               Nonelective Contributions and Qualified Matching Contributions.
               For purposes of computing Actual Deferral Percentages, an
               Employee who would be a Participant but for the failure to make
               Elective Deferrals shall be treated as a Participant on whose
               behalf no Elective Deferrals are made.

     11.102    AGGREGATE LIMIT
               Means the sum of (1) 125% of the greater of the ADP of the
               Participants who are not Highly Compensated Employees for the
               Plan Year or the ACP of the Participants who are not Highly
               Compensated Employees under the Plan subject to Code Section
               401(m) for the Plan Year beginning with or within the Plan Year
               of the CODA; and (2) the lesser of 200% or two plus the lesser of
               such ADP or ACP. "Lesser" is substituted for "greater" in "(1)"
               above, and "greater" is substituted for "lesser" after "two plus
               the" in "(2)" if it would result in a larger Aggregate Limit.

     11.103    AVERAGE CONTRIBUTION PERCENTAGE (ACP)
               Means the average of the Contribution Percentages of the
               Eligible Participants in a group.

     11.104    CONTRIBUTING PARTICIPANT
               Means a Participant who has enrolled as a Contributing
               Participant pursuant to Section 11.201 and on whose behalf the
               Employer is contributing Elective Deferrals to the Plan (or is
               making Nondeductible Employee Contributions).

     11.105    CONTRIBUTION PERCENTAGE
               Means the ratio (expressed as a percentage) of the Participant's
               Contribution Percentage Amounts to the Participant's Compensation
               for the Plan Year (taking into account only the Compensation paid
               to the Employee during the portion of the Plan Year he or she was
               an eligible Participant, unless otherwise indicated in the
               Adoption Agreement).

     11.106    CONTRIBUTION PERCENTAGE AMOUNTS
               Means the sum of the Nondeductible Employee Contributions,
               Matching Contributions, and Qualified Matching Contributions made
               under the Plan on behalf of the Participant for the Plan Year.
               Such Contribution Percentage Amounts shall not include Matching
               Contributions that are forfeited either to correct Excess
               Aggregate Contributions or because the contributions to which
               they relate are Excess Deferrals, Excess Contributions, Excess
               Aggregate Contributions or excess annual additions which are
               distributed pursuant to Section 11.508. If so elected in the
               Adoption Agreement, the Employer may include Qualified
               Nonelective Contributions in the Contribution Percentage Amount.
               The Employer also may elect to use Elective Deferrals in the
               Contribution Percentage Amounts so long as the ADP test is met
               before the Elective Deferrals are used in the ACP test and
               continues to be met following the exclusion of those Elective
               Deferrals that are used to meet the ACP test.

     11.107    ELECTIVE DEFERRALS
               Means any Employer Contributions made to the Plan at the election
               of the Participant, in lieu of cash compensation, and shall
               include contributions made pursuant to a salary reduction
               agreement or other deferral mechanism. With respect to any
               taxable year, a Participant's Elective Deferral is the sum of all
               Employer contributions made on behalf of such Participant
               pursuant to an election to defer under any qualified CODA as
               described in Section 401(k) of the Code, any simplified employee
               pension cash or deferred arrangement as described in Section
               402(h)(1)(B), any eligible deferred compensation plan under
               Section 457, any plan as described under Section 501(c)(18), and
               any Employer contributions made on behalf of a Participant for
               the purchase of an annuity contract under Section 403(b) pursuant
               to a salary reduction agreement. Elective Deferrals shall not
               include any deferrals properly distributed as excess annual
               additions.

               No Participant shall be permitted to have Elective Deferrals made
               under this Plan, or any other qualified plan maintained by the
               Employer, during any taxable year, in excess of the dollar
               limitation contained in Section 402(g) of the Code in effect at
               the beginning of such taxable year.


                                       43






<PAGE>
            Elective Deferrals may not be taken into account for purposes of
            satisfying the minimum allocation requirement applicable to
            Top-Heavy Plans described in Section 3.01(E).

     11.108 ELIGIBLE PARTICIPANT
            Means any Employee who is eligible to make a Nondeductible Employee
            Contribution or an Elective Deferral (if the Employer takes such
            contributions into account in the calculation of the Contribution
            Percentage), or to receive a Matching Contribution (including
            Forfeitures thereof) or a Qualified Matching Contribution.

            If a Nondeductible Employee Contribution is required as a condition
            of participation in the Plan, any Employee who would be a
            Participant in the Plan if such Employee made such a contribution
            shall be treated as an Eligible Participant on behalf of whom no
            Nondeductible Employee Contributions are made.

     11.109 EXCESS AGGREGATE CONTRIBUTIONS
            Means, with respect to any Plan Year, the excess of:

            A. The aggregate Contribution Percentage Amounts taken into account
               in computing the numerator of the Contribution Percentage
               actually made on behalf of Highly Compensated Employees for such
               Plan Year, over

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

               Such determination shall be made after first determining Excess
               Elective Deferrals pursuant to Section 11.111 and then
               determining Excess Contributions pursuant to Section 11.110


     11.110 EXCESS CONTRIBUTIONS
            Means, with respect to any Plan Year, the excess of:

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

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

     11.111 EXCESS ELECTIVE DEFERRALS
            Means those Elective Deferrals that are includible in a
            Participant's gross income under Section 402(g) of the Code to the
            extent such Participant's Elective Deferrals for a taxable year
            exceed the dollar limitation under such Code section. Excess
            Elective Deferrals shall be treated as annual additions under the
            Plan, unless such amounts are distributed no later than the first
            April 15 following the close of the Participant's taxable year.

     11.112 MATCHING CONTRIBUTION
            Means an Employer Contribution made to this or any other defined
            contribution plan on behalf of a Participant on account of an
            Elective Deferral or a Nondeductible Employee Contribution made by
            such Participant under a plan maintained by the Employer.

            Matching Contributions may not be taken into account for purposes
            of satisfying the minimum allocation requirement applicable to
            Top-Heavy Plans described in Section 3.01(E).

     11.113 QUALIFIED NONELECTIVE CONTRIBUTIONS
            Means contributions (other than Matching Contributions or Qualified
            Matching Contributions) made by the Employer and allocated to
            Participants' Individual Accounts that the Participants may not
            elect to receive in cash until distributed from the Plan; that are
            nonforfeitable when made; and that are distributable only in
            accordance with the distribution provisions that are applicable to
            Elective Deferrals and Qualified Matching Contributions.

            Qualified Nonelective Contribution may be taken into account for
            purposes of satisfying the minimum allocation requirement applicable
            to Top-Heavy Plans described in Section 3.01(E).

     11.114 QUALIFIED MATCHING CONTRIBUTIONS
            Means Matching Contributions which are subject to the distribution
            and nonforfeitability requirements under Section 401(k) of the Code
            when made.




                                       44
<PAGE>
11.115    QUALIFYING CONTRIBUTING PARTICIPANT

          Means a Contributing Participant who satisfies the requirements
          described in Section 11.302 to be entitled to receive a Matching
          Contribution (and Forfeitures, if applicable) for a Plan Year.

11.200    CONTRIBUTING PARTICIPANT

11.201    REQUIREMENTS TO ENROLL AS A CONTRIBUTING PARTICIPANT

          A.   Each Employee who satisfies the eligibility requirements
               specified in the Adoption Agreement may enroll as a Contributing
               Participant as of any subsequent Entry Date (or earlier if
               required by Section 2.03) specified in the Adoption Agreement for
               this purpose. A Participant who wishes to enroll as a
               Contributing Participant must complete, sign and file a salary
               reduction agreement (or agreement to make Nondeductible Employee
               Contributions) with the Plan Administrator.

          B.   Notwithstanding the times set forth in Section 11.201(A) as of
               which a Participant may enroll as a Contributing Participant, the
               Plan Administrator shall have the authority to designate, in a
               nondiscriminatory manner, additional enrollment times during the
               12 month period beginning on the Effective Date (or the date that
               Elective Deferrals may commence, if later) in order that an
               orderly first enrollment might be completed. In addition, if the
               Employer has indicated in the Adoption Agreement that Elective
               Deferrals may be based on bonuses, then Participants shall be
               afforded a reasonable period of time prior to the issuance of
               such bonuses to elect to defer them into the Plan.

11.202    CHANGING ELECTIVE DEFERRAL AMOUNTS

          A Contributing Participant may modify his or her salary reduction
          agreement (or agreement to make Nondeductible Employee Contributions)
          to increase or decrease (within the limits placed on Elective
          Deferrals (or Nondeductible Employee Contributions) in the Adoption
          Agreement) the amount of his or her Compensation deferred into the
          Plan. Such modification may only be made as of the dates specified in
          the Adoption Agreement for this purpose, or as of any other more
          frequent date(s) if the Plan Administrator permits in a uniform and
          nondiscriminatory manner. A Contributing Participant who desires to
          make such a modification shall complete, sign and file a new salary
          reduction agreement (or agreement to make Nondeductible Employee
          Contribution) with the Plan Administrator. The Plan Administrator may
          prescribe such uniform and nondiscriminatory rules it deems
          appropriate to carry out the terms of this Section.

11.203    CEASING ELECTIVE DEFERRALS

          A Participant may cease Elective Deferrals (or Nondeductible Employee
          Contributions) and thus withdraw as a Contributing Participant as of
          the dates specified in the Adoption Agreement for this purpose (or as
          of any other date if the Plan Administrator so permits in a uniform
          and nondiscriminatory manner) by revoking the authorization to the
          Employer to make Elective Deferrals (or Nondeductible Employee
          Contributions) on his or her behalf. A Participant who desires to
          withdraw as a Contributing Participant shall give written notice of
          withdrawal to the Plan Administrator at least thirty days (or such
          lesser period of days as the Plan Administrator shall permit in a
          uniform and nondiscriminatory manner) before the effective date of
          withdrawal. A Participant shall cease to be a Contributing Participant
          upon his or her Termination of Employment, or an account of
          termination of the Plan.

11.204    RETURN AS A CONTRIBUTING PARTICIPANT AFTER CEASING ELECTIVE DEFERRALS

          A Participant who has withdrawn as a Contributing Participant under
          Section 11.203 (or because the Participant has taken a hardship
          withdrawal pursuant to Section 11.503) may not again become a
          Contributing Participant until the dates set forth in the Adoption
          Agreement for this purpose, unless the Plan Administrator, in a
          uniform and nondiscriminatory manner, permits withdrawing Participants
          to resume their status as Contributing Participants sooner.

11.205    CERTAIN ONE-TIME IRREVOCABLE ELECTIONS

          This Section 11.205 applies where the Employer has indicated in the
          Adoption Agreement that an Employee may make a one-time irrevocable
          election to have the Employer make contributions to the Plan on such
          Employee's behalf. In such event, an Employee may elect, upon the
          Employee's first becoming eligible to participate in the Plan, to have
          contributions equal to a specified amount or percentage of the
          Employee's Compensation (including no amount of Compensation) made by
          the Employer on the Employee's behalf to the Plan (and to any other
          plan of the Employer) for the duration of the Employee's employment
          with the Employer. Any contributions made pursuant to a one-time
          irrevocable election described in this Section are not treated as made
          pursuant to a cash or deferred election, are not Elective Deferrals
          and are not includible in an Employee's gross income.

          The Plan Administrator shall establish such uniform and
          nondiscriminatory procedures as it deems necessary or advisable to
          administer this provision.

11.300    CONTRIBUTIONS

11.301    CONTRIBUTIONS BY EMPLOYER

          The Employer shall make contributions to the Plan in accordance with
          the contribution formulas specified in the Adoption Agreement.

11.302    MATCHING CONTRIBUTIONS





                                       45
<PAGE>
          The Employer may elect to make Matching Contributions under the Plan
          on behalf of Qualifying Contributing Participants as provided in the
          Adoption Agreement. To be a Qualifying Contributing Participant for a
          Plan Year, the Participant must make Elective Deferrals (or
          Nondeductible Employee Contributions, if the Employer has agreed to
          match such contributions) for the Plan Year, satisfy any age and Years
          of Eligibility Service requirements that are specified for Matching
          Contributions in the Adoption Agreement and also satisfy any
          additional conditions set forth in the Adoption Agreement for this
          purpose. In a uniform and nondiscriminatory manner, the Employer may
          make Matching Contributions at the same time as it contributes
          Elective Deferrals or at any other time as permitted by laws and
          regulations.

11.303    QUALIFIED NONELECTIVE CONTRIBUTIONS
          The Employer may elect to make Qualified Nonelective Contributions
          under the Plan on behalf of Participants as provided in the Adoption
          Agreement.

          In addition, in lieu of distributing Excess Contributions as provided
          in Section 11.505 of the Plan, or Excess Aggregate Contributions as
          provided in Section 11.506 of the Plan, and to the extent elected by
          the Employer in the Adoption Agreement, the Employer may make
          Qualified Nonelective Contributions on behalf of Participants who are
          not Highly Compensated Employees that are sufficient to satisfy either
          the Actual Deferral Percentage test or the Average Contribution
          Percentage test, or both, pursuant to regulations under the Code.

11.304    QUALIFIED MATCHING CONTRIBUTIONS
          The Employer may elect to make Qualified Matching Contributions under
          the Plan on behalf of Participants as provided in the Adoption
          Agreement.

11.305    NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS
          Notwithstanding Section 3.02, if the Employer so allows in the
          Adoption Agreement, a Participant may contribute Nondeductible
          Employee Contributions to the Plan.

          If the Employer has indicated in the Adoption Agreement that
          Nondeductible Employee Contributions will be mandatory, then the
          Employer shall establish uniform and nondiscriminatory rules and
          procedures for Nondeductible Employee Contributions as it deems
          necessary and advisable including, but not limited to, rules
          describing in amounts or percentages of Compensation Participants may
          or must contribute to the Plan.

          A separate account will be maintained by the Plan Administrator for
          the Nondeductible Employee Contributions for each Participant.

          A Participant may, upon a written request submitted to the Plan
          Administrator, withdraw the lesser of the portion of his or her
          Individual Account attributable to his or her Nondeductible Employee
          Contributions or the amount he or she contributed as Nondeductible
          Employee Contributions.

          Nondeductible Employee Contributions and earnings thereon will be
          nonforfeitable at all times. No Forfeiture will occur solely as a
          result of an Employee's withdrawal of Nondeductible Employee
          Contributions.

11.400    NONDISCRIMINATION TESTING

11.401    ACTUAL DEFERRAL PERCENTAGE TEST (ADP)

          A.   Limits on Highly Compensated Employees - The Actual Deferral
               Percentage (hereinafter "ADP") for Participants who are Highly
               Compensated Employees for each Plan Year and the ADP for
               Participants who are not Highly Compensated Employees for the
               same Plan Year must satisfy one of the following tests:

               1.   The ADP for Participants who are Highly Compensated
                    Employees for the Plan Year shall not exceed the ADP for
                    Participants who are not Highly Compensated Employees for
                    the same Plan Year multiplied by 1.25; or

               2.   The ADP for Participants who are Highly Compensated
                    Employees for the Plan Year shall not exceed the ADP for
                    Participants who are not Highly Compensated Employees for
                    the same Plan Year multiplied by 2.0 provided that the ADP
                    for Participants who are Highly Compensated Employees does
                    not exceed the ADP for Participants who are not Highly
                    Compensated Employees by more than 2 percentage points.

          B.   Special Rules

               1.   The ADP for any Participant who is a Highly Compensated
                    Employee for the Plan Year and who is eligible to have
                    Elective Deferrals (and Qualified Nonelective Contributions
                    or Qualified Matching Contributions, or both, if treated as
                    Elective Deferrals for purposes of the ADP test) allocated
                    to his or her Individual Account under two or more
                    arrangements described in Section 401(k) of the Code, that
                    are maintained by the Employer, shall be determined as if
                    such Elective Deferrals (and, if applicable, such Qualified
                    Nonelective Contributions or Qualified Matching
                    Contributions, or both) were made under a single
                    arrangement. If a Highly Compensated Employee participates
                    in two or more cash or deferred arrangements that have
                    different


                                       46

<PAGE>
                    Plan Years, all cash or deferred arrangements ending with or
                    within the same calendar year shall be treated as a single
                    arrangement. Notwithstanding the foregoing, certain plans
                    shall be treated as separate if mandatorily disaggregated
                    under regulations under Section 401(k) of the Code.

               2.   In the event that this Plan satisfies the requirements of
                    Sections 401(k), 401(a)(4), or 410(b) of the Code only if
                    aggregated with one or more other plans, or if one or more
                    other plans satisfy the requirements of such sections of the
                    Code only if aggregated with this Plan, then this Section
                    11.401 shall be applied by determining the ADP of Employees
                    as if all such plans were a single plan. For Plan Years
                    beginning after December 31, 1989, plans may be aggregated
                    in order to satisfy Section 401(k) of the Code only if they
                    have the same Plan Year.

               3.   For purposes of determining the ADP of a Participant who is
                    a 5% owner or one of the 10 most highly paid Highly
                    Compensated Employees, the Elective Deferrals (and Qualified
                    Nonelective Contributions or Qualified Matching
                    Contributions, or both, if treated as Elective Deferrals for
                    purposes of the ADP test) and Compensation of such
                    Participant shall include the Elective Deferrals (and, if
                    applicable, Qualified Nonelective Contributions and
                    Qualified Matching Contributions, or both) and Compensation
                    for the Plan Year of family members (as defined in Section
                    414(q)(6) of the Code). Family members, with respect to such
                    Highly Compensated Employees, shall be disregarded as
                    separate Employees in determining the ADP both for
                    Participants who are not Highly Compensated Employees and
                    for Participants who are Highly Compensated Employees.

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

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

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

               7.   If the Employer elects to take Qualified Matching
                    Contributions into account as Elective Deferrals for
                    purposes of the ADP test, then (subject to such other
                    requirements as may be prescribed by the Secretary of the
                    Treasury) unless otherwise indicated in the Adoption
                    Agreement, only the amount of such Qualified Matching
                    Contributions that are needed to meet the ADP test shall be
                    taken into account.

               8.   In the event that the Plan Administrator determines that it
                    is not likely that the ADP test will be satisfied for a
                    particular Plan Year unless certain steps are taken prior to
                    the end of such Plan Year, the Plan Administrator may
                    require Contributing Participants who are Highly Compensated
                    Employees to reduce their Elective Deferrals for such Plan
                    Year in order to satisfy that requirement. Said reduction
                    shall also be required by the Plan Administrator in the
                    event that the Plan Administrator anticipates that the
                    Employer will not be able to deduct all Employer
                    Contributions from its income for Federal income tax
                    purposes.

11.402    LIMITS ON NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS AND MATCHING
          CONTRIBUTIONS

          A.   LIMITS ON HIGHLY COMPENSATED EMPLOYEES - The Average Contribution
               Percentage (hereinafter "ACP") for Participants who are Highly
               Compensated Employees for each Plan Year and the ACP for
               Participants who are not Highly Compensated Employees for the
               same Plan Year must satisfy one of the following tests:

               1.   The ACP for Participants who are Highly Compensated
                    Employees for the Plan Year shall not exceed the ACP for
                    Participants who are not Highly Compensated Employees for
                    the same Plan Year multiplied by 1.25; or

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

          B.   SPECIAL RULES

               1.   MULTIPLE USE - If one or more Highly Compensated Employees
                    participate in both a CODA and a plan subject to the ACP
                    test maintained by the Employer and the sum of the ADP and
                    ACP of those Highly Compensated Employees subject to either
                    or both tests exceeds the Aggregate Limit, then, as elected
                    in the Adoption Agreement, the ACP or the ADP of those
                    Highly Compensated Employees who also participate in a CODA
                    will be reduced (beginning with such Highly Compensated
                    Employee whose ACP (or ADP, if elected) is the highest) so
                    that the limit is not exceeded. The amount by which each
                    Highly Compensated Employee's Contribution Percentage
                    Amounts (or ADP, if elected) is reduced shall be treated as
                    an Excess Aggregate Contribution (or Excess Contribution, if
                    elected). The ADP or ACP of the Highly Compensated Employees

                                       47
<PAGE>
                    are determined after any corrections required to meet the
                    ADP and ACP tests. Multiple use does not occur if the ADP
                    and ACP of the Highly Compensated Employees does not exceed
                    1.25 multiplied by the ADP and ACP of the Participants who
                    are not Highly Compensated Employees.

               2.   For purposes of this Section 11.402, the Contribution
                    Percentage for any Participant who is a Highly Compensated
                    Employee and who is eligible to have Contribution Percentage
                    Amounts allocated to his or her Individual Account under two
                    or more plans described in Section 401(a) of the Code, or
                    arrangements described in Section 401(k) of the Code that
                    are maintained by the Employer, shall be determined as if
                    the total of such Contribution Percentage Amounts was made
                    under each plan. If a Highly Compensated Employee
                    participates in two or more cash or deferred arrangements
                    that have different plan years, all cash or deferred
                    arrangements ending with or within the same calendar year
                    shall be treated as a single arrangement. Notwithstanding
                    the foregoing, certain plans shall be treated as separate if
                    mandatorily disaggregated under regulations under Section
                    401(m) of the Code.

               3.   In the event that this Plan satisfies the requirements of
                    Sections 401(m), 401(a)(4) or 410(b) of the Code only if
                    aggregated with one or more other plans, or if one or more
                    other plans satisfy the requirements of such Sections of the
                    Code only if aggregated with this Plan, then this Section
                    shall be applied by determining the Contribution Percentage
                    of Employees as if all such plans were a single plan. For
                    Plan Years beginning after December 31, 1989, plans may be
                    aggregated in order to satisfy Section 401(m) of the Code
                    only if they have the same Plan Year.

               4.   For purposes of determining the Contribution Percentage of
                    a Participant who is a 5% owner or one of the 10 most highly
                    paid Highly Compensated Employees, the Contribution
                    Percentage Amounts and Compensation of such Participant
                    shall include the Contribution Percentage Amounts and
                    Compensation for the Plan Year of family members, (as
                    defined in Section 414(q)(6) of the Code.) Family members,
                    with respect to Highly Compensated Employees, shall be
                    disregarded as separate Employees in determining the
                    Contribution Percentage both for Participants who are not
                    Highly Compensated Employees and for Participants who are
                    Highly Compensated Employees.

               5.   For purposes of determining the Contribution Percentage
                    test, Nondeductible Employee Contributions are considered to
                    have been made in the Plan Year in which contributed to the
                    Fund. Matching Contributions and Qualified Nonelective
                    Contributions will be considered made for a Plan Year if
                    made no later than the end of the 12 month period beginning
                    on the day after the close of the Plan Year.

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

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

               8.   If the Employer elects to take Qualified Nonelective
                    Contributions into account as Contribution Percentage
                    Amounts for purposes of the ACP test, then (subject to such
                    other requirements as may be prescribed by the Secretary of
                    the Treasury) unless otherwise indicated in the Adoption
                    Agreement, only the amount of such Qualified Nonelective
                    Contributions that are needed to meet the ACP test shall be
                    taken into account.

               9.   If the Employer elects to take Elective Deferrals into
                    account as Contribution Percentage Amounts for purposes of
                    the ACP test, then (subject to such other requirements as
                    may be prescribed by the Secretary of the Treasury) unless
                    otherwise indicated in the Adoption Agreement, only the
                    amount of such Elective Deferrals that are needed to meet
                    the ACP test shall be taken into account.

11.500    DISTRIBUTION PROVISIONS

11.501    GENERAL RULE
          Distributions from the Plan are subject to the provisions of Section
          6 and the provisions of this Section 11. In the event of a conflict
          between the provisions of Section 6 and Section 11, the provisions of
          Section 11 shall control.

11.502    DISTRIBUTION REQUIREMENTS
          Elective Deferrals, Qualified Nonelective Contributions, and
          Qualified Matching Contributions, and income allocable to each are not
          distributable to a Participant or his or her Beneficiary or
          Beneficiaries, in accordance with such Participant's or Beneficiary or
          Beneficiaries' election, earlier than upon separation from service,
          death or disability.

          Such amounts may also be distributed upon:

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

                                       48
<PAGE>
     B.   The disposition by a corporation to an unrelated corporation of
          substantially all of the assets (within the meaning of Section
          409(d)(2) of the Code) used in a trade or business of such corporation
          if such corporation continues to maintain this Plan after the
          disposition, but only with respect to Employees who continue
          employment with the corporation acquiring such assets.

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

     D.   The attainment of age 59 1/2 in the case of a profit sharing plan.

     E.   If the Employer has so elected in the Adoption Agreement, the
          hardship of the Participant as described in Section 11.503.

          All distributions that may be made pursuant to one or more of the
          foregoing distributable events are subject to the spousal and
          Participant consent requirements (if applicable) contained in Section
          401(a)(11) and 417 of the Code. In addition, distributions after March
          31, 1988, that are triggered by any of the first three events
          enumerated above must be made in a lump sum.

11.503    HARDSHIP DISTRIBUTION

          A.   GENERAL -- If the Employer has so elected in the Adoption
               Agreement, distribution of Elective Deferrals (and any earnings
               credited to a Participant's account as of the end of the last
               Plan Year, ending before July 1, 1989) may be made to a
               Participant in the event of hardship. For the purposes of this
               Section, hardship is defined as an immediate and heavy financial
               need of the Employee where such Employee lacks other available
               resources. Hardship distributions are subject to the spousal
               consent requirements contained in Sections 401(a)(11) and 417 of
               the Code.

          B.   SPECIAL RULES

               1.   The following are the only financial needs considered
                    immediate and heavy: expenses incurred or necessary for
                    medical care, described in Section 213(d) of the Code, of
                    the Employee, the Employee's spouse or dependents; the
                    purchase (excluding mortgage payments) of a principal
                    residence for the Employee; payment of tuition and related
                    education fees for the next 12 months of post-secondary
                    education for the Employee, the Employee's spouse, children
                    or dependents; or the need to prevent the eviction of the
                    Employee from, or a foreclosure on the mortgage of, the
                    Employee's principal residence.

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

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

                    b.   All plans maintained by the Employer provide that
                         the Employee's Elective Deferrals (and Nondeductible
                         Employee Contributions) will be suspended for 12 months
                         after the receipt of the hardship distribution;

                    c.   The distribution is not in excess of the amount of
                         an immediate and heavy financial need (including
                         amounts necessary to pay any Federal, state or local
                         income taxes or penalties reasonably anticipated to
                         result from the distribution); and

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

11.504    DISTRIBUTION OF EXCESS ELECTIVE DEFERRALS

          A.   GENERAL RULE -- A Participant may assign to this Plan any
               Excess Elective Deferrals made during a taxable year of the
               Participant by notifying the Plan Administrator on or before the
               date specified in the Adoption Agreement of the amount of the
               Excess Elective Deferrals to be assigned to the Plan. A
               Participant is deemed to notify the Plan Administrator of any
               Excess Elective Deferrals that arise by taking into account only
               those Elective Deferrals made to this Plan and any other plans of
               the Employer.

               Notwithstanding any other provision of the Plan, Excess Elective
               Deferrals, plus any income and minus any loss allocable thereto,
               shall be distributed no later than April 15 to any Participant to
               whose Individual Account Excess Elective Deferrals were assigned
               for the preceding year and who claims Excess Elective Deferrals
               for such taxable year.


                                      -49



<PAGE>
          B.   DETERMINATION OF INCOME OR LOSS - Excess Elective Deferrals shall
               be adjusted for any income or loss up to the date of
               distribution. The income or loss allocable to Excess Elective
               Deferrals is the sum of: (1) income or loss allocable to the
               Participant's Elective Deferral account for the taxable year
               multiplied by a fraction, the numerator of which is such
               Participant's Elective Deferrals for the year and the denominator
               is the Participant's Individual Account balance attributable to
               Elective Deferrals without regard to any income or loss occurring
               during such taxable year; and (2) 10% of the amount determined
               under (1) multiplied by the number of whole calendar months
               between the end of the Participant's taxable year and the date of
               distribution, counting the month of distribution if distribution
               occurs after the 15th of such month. Notwithstanding the
               preceding sentence, the Plan Administrator may compute the income
               or loss allocable to Excess Elective Deferrals in the manner
               described in Section 4 (i.e., the usual manner used by the Plan
               for allocating income or loss to Participants' Individual
               Accounts), provided such method is used consistently for all
               Participants and for all corrective distributions under the Plan
               for the Plan Year.

11.505    DISTRIBUTION OF EXCESS CONTRIBUTIONS

          A.   GENERAL RULE - Notwithstanding any other provision of this Plan,
               Excess Contributions, plus any income and minus any loss
               allocable thereto, shall be distributed no later than the last
               day of each Plan Year to Participants to whose Individual
               Accounts such Excess Contributions were allocated for the
               preceding Plan Year. If such excess amounts are distributed more
               than 2 1/2 months after the last day of the Plan Year in which
               such excess amounts arose, a 10% excise tax will be imposed on
               the Employer maintaining the Plan with respect to such amounts.
               Such distributions shall be made to Highly Compensated Employees
               on the basis of the respective portions of the Excess
               Contributions attributable to each of such Employees. Excess
               Contributions of Participants who are subject to the family
               member aggregation rules shall be allocated among the family
               members in proportion to the Elective Deferrals (and amounts
               treated as Elective Deferrals) of each family member that is
               combined to determine the combined ADP.

               Excess contributions (including the amounts recharacterized)
               shall be treated as annual additions under the Plan.

          B.   DETERMINATION OF INCOME OR LOSS - Excess Contributions shall be
               adjusted for any income or loss up to the date of distribution.
               The income or loss allocable to Excess Contributions is the sum
               of: (1) income or loss allocable to Participant's Elective
               Deferral account (and, if applicable, the Qualified Nonelective
               Contribution account or the Qualified Matching Contributions
               account or both) for the Plan Year multiplied by a fraction, the
               numerator of which is such Participant's Excess Contributions for
               the year and the denominator is the Participant's Individual
               Account balance attributable to Elective Deferrals (and Qualified
               Nonelective Contributions or Qualified Matching Contributions, or
               both, if any of such contributions are included in the ADP test)
               without regard to any income or loss occurring during such Plan
               Year; and (2) 10% of the amount determined under (1) multiplied
               by the number of whole calendar months between the end of the
               Plan Year and the date of distribution, counting the month of
               distribution if distribution occurs after the 15th of such month.
               Notwithstanding the preceding sentence, the Plan Administrator
               may compute the income or loss allocable to Excess Contributions
               in the manner described in Section 4 (i.e., the usual manner used
               by the Plan for allocating income or loss to Participants'
               Individual Accounts), provided such method is used consistently
               for all Participants and for all corrective distributions under
               the Plan for the Plan Year.

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

11.506    DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS

          A.   GENERAL RULE - Notwithstanding any other provision of this Plan,
               Excess Aggregate Contributions, plus any income and minus any
               loss allocable thereto, shall be forfeited, if forfeitable, or if
               not forfeitable, distributed no later than the last day of each
               Plan Year to Participants to whose accounts such Excess Aggregate
               Contributions were allocated for the preceding Plan Year. Excess
               Aggregate Contributions of Participants who are subject to the
               family member aggregation rules shall be allocated among the
               family members in proportion to the Employee and Matching
               Contributions (or amounts treated as Matching Contributions) of
               each family member that is combined to determine the combined
               ACP. If such Excess Aggregate Contributions are distributed more
               than 2 1/2 months after the last day of the Plan Year in which
               such excess amounts arose, a 10% excise tax will be imposed on
               the Employer maintaining the Plan with respect to those amounts.

               Excess Aggregate Contributions shall be treated as annual
               additions under the Plan.

          B.   DETERMINATION OF INCOME OR LOSS - Excess Aggregate Contributions
               shall be adjusted for any income or loss up to the date of
               distribution. The income or loss allocable to Excess Aggregate
               Contributions is the sum of: (1) income or loss allocable to the
               Participant's Nondeductible Employee Contribution account,
               Matching Contribution account (if any, and if all amounts therein
               are not used in the ADP test) and, if applicable, Qualified
               Nonelective


                                       50



<PAGE>
     Contribution account and Elective Deferral account for the Plan Year
     multiplied by a fraction, the numerator of which is such Participant's
     Excess Aggregate Contributions for the year and the denominator is the
     Participant's Individual Account balance(s) attributable to Contribution
     Percentage Amounts without regard to any income or loss, occurring during
     such Plan Year; and (2) 10% of the amount determined under (1) multiplied
     by the number of whole calendar months between the end of the Plan Year and
     the date of distribution, counting the month of distribution if
     distribution occurs after the 15th of such month. Notwithstanding the
     preceding sentence, the Plan Administrator may compute the income or loss
     allocable to Excess Aggregate Contributions in the manner described in
     Section 4 (i.e., the usual manner used by the Plan for allocating income or
     loss to Participants' Individual Accounts), provided such method is used
     consistently for all Participants and for all corrective distributions
     under the Plan for the Plan Year.

     C. FORFEITURES OF EXCESS AGGREGATE CONTRIBUTIONS - Forfeitures of Excess
        Aggregate Contributions may either be reallocated to the accounts of
        Contributing Participants who are not Highly Compensated Employees or
        applied to reduce Employer Contributions, as elected by the Employer in
        the Adoption Agreement.

     D. ACCOUNTING FOR EXCESS AGGREGATE CONTRIBUTIONS - Excess Aggregate
        Contributions shall be forfeited, if forfeitable or distributed on a pro
        rata basis from the Participant's Nondeductible Employee Contribution
        account, Matching Contribution account, and Qualified Matching
        Contribution account (and, if applicable, the Participant's Qualified
        Nonelective Contribution account or Elective Deferral account, or both).

11.507  RECHARACTERIZATION

        A Participant may treat his or her Excess Contributions as an amount
        distributed to the Participant and then contributed by the Participant
        to the Plan. Recharacterized amounts will remain nonforfeitable and
        subject to the same distribution requirements as Elective Deferrals.
        Amounts may not be recharacterized by a Highly Compensated Employee to
        the extent that such amount in combination with other Nondeductible
        Employee Contributions made by that Employee would exceed any stated
        limit under the Plan on Nondeductible Employee Contributions.

        Recharacterization must occur no later than two and one-half months
        after the last day of the Plan Year in which such Excess Contributions
        arose and is deemed to occur no earlier than the date the last Highly
        Compensated Employee is informed in writing of the amount
        recharacterized and the consequences thereof. Recharacterized amounts
        will be taxable to the Participant for the Participant's tax year in
        which the Participant would have received them in cash.

11.508  DISTRIBUTION OF ELECTIVE DEFERRALS IF EXCESS ANNUAL ADDITIONS

        Notwithstanding any other provision of the Plan, a Participant's
        Elective Deferrals shall be distributed to him or her to the extent that
        the distribution will reduce an excess annual addition (as that term is
        described in Section 3.05 of the Plan).

11.600  VESTING

11.601  100% VESTING ON CERTAIN CONTRIBUTIONS

        The Participant's accrued benefit derived from Elective Deferrals,
        Qualified Nonelective Contributions, Nondeductible Employee
        Contributions, and Qualified Matching Contributions is nonforfeitable.
        Separate accounts for Elective Deferrals, Qualified Nonelective
        Contributions, Nondeductible Employee Contributions, Matching
        Contributions, and Qualified Matching Contributions will be maintained
        for each Participant. Each account will be credited with the applicable
        contributions and earnings thereon.

11.602  FORFEITURES AND VESTING OF MATCHING CONTRIBUTIONS

        Matching Contributions shall be Vested in accordance with the vesting
        schedule for Matching Contributions in the Adoption Agreement. In any
        event, Matching Contributions shall be fully Vested at Normal Retirement
        Age, upon the complete or partial termination of the profit sharing
        plan, or upon the complete discontinuance of Employer Contributions.
        Notwithstanding any other provisions of the Plan, Matching Contributions
        or Qualified Matching Contributions must be forfeited if the
        contributions to which they relate are Excess Elective Deferrals, Excess
        Contributions, Excess Aggregate Contributions or excess annual additions
        which are distributed pursuant to Section 11.508. Such Forfeitures shall
        be allocated in accordance with Section 3.01(C).

        When a Participant incurs a Termination of Employment, whether a
        Forfeiture arises with respect to Matching Contributions shall be
        determined in accordance with Section 6.01(D).



                                       51
<PAGE>
FLEXIBLE NONSTANDARDIZED SAFE HARBOR 401(k) PROFIT SHARING PLAN
ADOPTION AGREEMENT
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
                      SECTION 1.     EMPLOYER INFORMATION
-------------------------------------------------------------------------------
Name of Employer   KCS Energy, Inc.
                 --------------------------------------------------------------
Address     5555 San Felipe, Suite 1200
        -----------------------------------------------------------------------
City     Houston                    State    TX           Zip    77056
     -------------------------            -------              ----------------
Telephone 713-964-4881  Employer's Federal Tax Identification Number  22-2889589
          ------------                                                ----------
Type of Business(Check only one)
 [ ] Sole Proprietorship [ ] Partnership   [X] C Corporation  [ ] S Corporation

 [ ] Other (Specify)
                    ------------------------------------------------------------

 [ ] Check here if Related Employers may participate in this Plan and attach a
     Related Employer Participation Agreement for each Related Employer who will
     participate in this Plan.

Business Code
             ----------

Name of Plan  KCS Energy, Inc. Savings and Investment Plan
              -----------------------------------------------------------------
Name of Trust (if different from Plan name)
                                           ------------------------------------

Plan Sequence Number 001 (Enter 001 if this is the first qualified plan the
                          Employer has ever maintained, enter 002 if it is the
                          second, etc.)
Trust Identification Number (if applicable)
                                           ----------
 Account Number (Optional)      60300
                            ---------------------------------------------------
-------------------------------------------------------------------------------
                         SECTION 2.     EFFECTIVE DATES
                                 Complete Parts A and B
-------------------------------------------------------------------------------
PART A.   GENERAL EFFECTIVE DATES (Check and Complete Option 1 or 2):
          Option 1:  [ ] This is the initial adoption of a profit sharing plan
                         by the Employer.
                         The Effective Date of this Plan is --------------.
                         NOTE: The effective date is usually the first day of
                               the Plan Year in which this Adoption Agreement
                               is signed.
          Option 2.  [X] This is an amendment and restatement of an existing
                         profit sharing plan (a Prior Plan).
                         The Prior Plan was initially effective on 6-01-1988
                                                                   ---------
                         The Effective Date of this amendment and restatement
                         is 01-01-2001.
                         --------------
                         NOTE:  The effective date is usually the first day of
                                the Plan Year in which this Adoption Agreement
                                is signed.

PART B.   COMMENCEMENT OF ELECTIVE DEFERRALS:
          Elective Deferrals may commence on                .
                                             ---------------
          NOTE:  This date may be no earlier than the date this Adoption
                 Agreement is signed because Elective Deferrals cannot be
                 made retroactively.
-------------------------------------------------------------------------------
                      SECTION 3.     RELEVANT TIME PERIODS
                              Complete Parts A through C
-------------------------------------------------------------------------------
PART A.   EMPLOYER'S FISCAL YEAR:
          The Employer's fiscal year ends (Specify month and date)    12-31
                                                                   ------------
PART B.   PLAN YEAR MEANS:
          Option 1:[ ] The 12-consecutive month period which coincides with the
                       Employer's fiscal year.
          Option 2:[X] The calendar year.

          Option 3:[ ] Other 12-consecutive month period (Specify)
                                                                   ------------
          NOTE:  If no option is selected, Option 1 will be deemed to be
                 selected.
                 If the initial Plan Year is less than 12 months (a short Plan
                 Year) specify such Plan Year's beginning and ending dates
          ---------------------------------------------------------------------



F4006 (8/94) F94             (C)1998 Universal Pensions Inc., Brainerd, MN 56401
<PAGE>
                                                                          Page 2

Part C.   Limitation Year Means:
          Option 1:[X]  The Plan Year.
          Option 2:[_]   The calendar year.
          Option 3:[_]   Other 12-consecutive month period (Specify)____________
          NOTE: If no option is selected, Option 1 will be deemed to be
                selected.
-------------------------------------------------------------------------------
                      SECTION 4.  ELIGIBILITY REQUIREMENTS
                                Complete Parts A through G
-----------------------------------------------------------------------------
PART A.   YEARS OF ELIGIBILITY SERVICE REQUIREMENT:

          1.   Elective Deferrals.
               An Employee will be eligible to become a Contributing
               Participant in the Plan (and thus be eligible to make
               Elective Deferrals) and receive Matching Contributions
               (including Qualified Matching Contributions, if applicable)
               after completing 0 (enter 0, 1 or any fraction less than 1)
               Years of Eligibility Service.

          2.   Employer Profit Sharing Contributions.
               An employee will be eligible to become a Participant in the Plan
               for purposes of receiving an allocation of any Employer Profit
               Sharing Contribution made pursuant to Section 10 of the Adoption
               Agreement after completing 0 (enter 0, 1, 2 or any fraction less
               than 2) Years of Eligibility Service.
          NOTE: If more than 1 year is selected for Item 2, the immediate 100%
          vesting schedule of Section 12 will automatically apply for
          contributions described in such item. If either item is left blank,
          the Years of Eligibility Service required for such item will be
          deemed to be 0. If a fraction is selected, an Employee will not be
          required to complete any specified number of Hours of Service to
          receive credit for a fractional year. If a single Entry Date is
          selected in Section 4, Part G for an item, the Years of Eligibility
          Service required for such item cannot exceed 1.5 (.5 for Elective
          Deferrals).

PART B.  AGE REQUIREMENT:

          1.   Elective Deferrals.
               An Employee will be eligible to become a Contributing Participant
               (and thus be eligible to make Elective Deferrals) and receive
               Matching Contributions (including Qualified Matching
               Contributions, if applicable) after attaining age 21 (no more
               than 21).

          2.   Employer Profit Sharing Contributions.
               An Employee will be eligible to become a Participant in the Plan
               for purposes of receiving an allocation of any Employer Profit
               Sharing Contribution made pursuant to Section 10 of the Adoption
               Agreement after attaining age 21 (no more than 21).

          NOTE: If either of the above items in this Section 4, Part B is left
          blank, it will be deemed there is no age requirement for such item. If
          a single Entry Date is selected in Section 4, Part G for an item, no
          age requirement can exceed 20.5 for such item.

PART C.   EMPLOYEES EMPLOYED AS OF EFFECTIVE DATE:

          Will all Employees employed as of the Effective Date of this Plan who
          have not otherwise met the requirements of Part A or Part B above be
          considered to have met those requirements as of the Effective Date?
          [ ]Yes [X]No

          NOTE: If a box is not checked in this Section 4, Part C, "NO" will be
          deemed to be selected.

PART D.   EXCLUSION OF CERTAIN CLASSES OF EMPLOYEES:

          All Employees will be eligible to become Participants in the Plan
          except:
          a.  [X]   Those Employees included in a unit of Employees covered by
                    a collective bargaining agreement between the Employer
                    and Employee representative, if retirement benefits were
                    the subject of good faith bargaining and if two percent or
                    less of the Employees who are covered pursuant to that
                    agreement are professionals as defined in Section 1.410(b)
                    -9 of the regulations. For this purpose, the term "employee
                    representatives" does not include any organization more than
                    half of whose members are Employees who are owners,
                    officers, or executives of the Employer.
           b.  [X]  Those Employees who are non-resident aliens (within the
                    meaning of Section 7701(b)(l)(B) of the Code) and who
                    received no earned income (within the meaning of Section
                    911 (d)(2)of the Code) from the Employer which constitutes
                    income from sources within the United States (within the
                    meaning of Section 861(a)(3) of the Code).

           C.  [ ]  Those Employees of a Related Employer that has not executed
                    a Related Employer Participation Agreement.
           d.  [X]  Other (Define)____________________________________________
                    __________________________________________________________

F4006 (8/94) F94             (C)1998 Universal Pension Inc., Brainerd, MN 56401

<PAGE>
                                                                          Page 3
PART E.   ELECTION NOT TO PARTICIPATE:
          May an Employee or Participant elect not to participate in this Plan
          pursuant to Section 2.08 of the Plan?

          Option 1:[ ]    Yes.

          Option 2:[X]    No.

          NOTE: If no option is selected, Option 2 will be deemed to be
          selected.

PART F.   HOURS REQUIRED FOR ELIGIBILITY PURPOSES:

          1. 1000 Hours of Service (no more than 1,000) shall be required to
             constitute a Year of Eligibility Service.

          2. 500 Hours of Service  (no more than 500 but less than the number
             specified in Section 4, Part F, Item 1, above) must be exceeded
             to avoid a Break in Eligibility Service.

          3. For purposes of determining Years of Eligibility Service,
             Employees shall be given credit for Hours of Service with the
             following predecessor employer(s): (Complete if applicable)

             _______________________________________________________________
             _______________________________________________________________

PART G.   ENTRY DATES:

          The Entry Dates for participation shall be (Choose One):

          Option 1: [ ]  The first day of the Plan Year and the first day of
                         the seventh month of the Plan Year.

          Option 2: [X]  Other (Specify) the first day of each quarter

          NOTE: If no option is selected, Option 1 will be deemed to be
          selected. Option 2 can be selected only if the eligibility
          requirements and Entry Dates are coordinated such that each Employee
          will become a Participant in the Plan no later than the earlier of:
          (1) the first day of the Plan Year beginning after the date the
          Employee satisfies the age and service requirements of Section 410(a)
          of the Code; or (2) 6 months after the date the Employee satisfies
          such requirements.

                    SECTION 5. METHOD OF DETERMINING SERVICE
                              Complete Part A or B

PART A.   HOURS OF SERVICE EQUIVALENCIES:

          Service will be determined on the basis of the method selected below.
          Only one method may be selected. The method selected will be applied
          to all Employees covered under the Plan. (Choose one):

          Option 1:[X]   On the basis of actual hours for which an Employee is
                         paid or entitled to payment.

          Option 2:[ ]   On the basis of days worked. An Employee will be
                         credited with 10 Hours of Service if under Section 1.24
                         of the Plan such Employee would be credited with at
                         least 1 Hour of Service during the day.

          Option 3:[ ]   On the basis of weeks worked. An Employee will be
                         credited  with 45 Hours of Service if under Section
                         1.24 of the Plan such Employee would be credited with
                         at least 1 Hour of Service during the week.

          Option 4:[ ]   On the basis of months worked. An Employee will be
                         credited with 190 Hours of Service if under Section
                         1.24 of the Plan such Employee would be credited with
                         at least 1 Hour of Service during the month.

          NOTE: If no option is selected, Option 1 will be deemed to be
          selected. This Section 5, Part A will not apply if the Elapsed Time
          Method of Section 5, Part B is selected.

PART B.   ELAPSED TIME METHOD:

          In lieu of tracking Hours of Service of Employees, will the elapsed
          time method described in Section 2.07 of the Plan be used? (Choose
          One)

          Option 1: [ ]  No.

          Option 2: [ ]  Yes.

          Note: If no option is selected, Option 1 will be deemed to be
          selected.

F4006 (8/94) F94            (c) 1998 Universal Pensions Inc., Brainerd, MN 56401
<PAGE>
                                                                         Page 4

                         SECTION 6. ELECTIVE DEFERRALS

PART A.  AUTHORIZATION OF ELECTIVE DEFERRALS:

         Will Elective Deferrals be permitted under this Plan? (Choose one)

         Option 1: [X] Yes

         Option 2: [ ] No

         NOTE: If no option is selected, Option 1 will be deemed to be
         selected. Complete the remainder of Section 6 only if Option 1 is
         selected.

PART B.  LIMITS ON ELECTIVE DEFERRALS:

         If Elective Deferrals are permitted under the Plan, a Contributing
         Participant may elect under a salary reduction agreement to have his or
         her Compensation reduced by an amount as described below (Choose one):

         Option 1: [X] An amount equal to a percentage of the Contributing
                       Participant's Compensation from     1% to    16% in
                       increments of    1%.

         Option 2: [ ] An amount of the Contributing Participant's Compensation
                       not less than ________ and not more than ________.

         The amount of such reduction shall be contributed to the Plan by the
         Employer on behalf of the Contributing Participant. For any taxable
         year, a Contributing Participant's Elective Deferrals shall not exceed
         the limit contained in Section 402(g) of the Code in effect at the
         beginning of such taxable year.

PART C.  ELECTIVE DEFERRALS BASED ON BONUSES:

         Instead of or in addition to making Elective Deferrals through payroll
         deduction, may a Contributing Participant elect to contribute to the
         Plan, as an Elective Deferral, part or all of a bonus rather than
         receive such bonus in cash? (Choose one)

         Option 1: [ ] Yes.

         Option 2: [X] No.

         Note: If no option is selected, Option 2 will be deemed to be selected.

PART D.  RETURN AS A CONTRIBUTING PARTICIPANT AFTER CEASING ELECTIVE DEFERRALS:

         A Participant who ceases Elective Deferrals by revoking a salary
         reduction agreement may return as a Contributing Participant as of such
         times established by the Plan Administrator in a uniform and
         nondiscriminatory manner.

PART E.  CHANGING ELECTIVE DEFERRAL AMOUNTS:

         A Contributing Participant may modify a salary reduction agreement to
         prospectively increase or decrease the amount of his or her Elective
         Deferrals as of such times established by the Plan Administrator in a
         uniform and nondiscriminatory manner.

PART F.  CLAIMING EXCESS ELECTIVE DEFERRALS:

         Participants who claim Excess Elective Deferrals for the preceding
         calendar year must submit their claims in writing to the Plan
         Administrator by (Choose one):

         Option 1: [X] March 1.

         Option 2: [ ] Other (Specify a date not later than April 15) ________

         NOTE: If no option is selected, Option 1 will be deemed to be selected.

F4006 (8/94) F94             (C)1998 Universal Pension Inc., Brainerd, MN 56401
<PAGE>
                                                                          Page 5


                       SECTION 7. MATCHING CONTRIBUTIONS

PART A.   AUTHORIZATION OF MATCHING CONTRIBUTIONS:

          Will the Employer make Matching Contributions to the Plan on
          behalf of Qualifying Contributing Participants?
          (Choose one)

          Option 1: [X]  Yes, but only with respect to a Contributing
          participant's Elective Deferrals.

          Option 2: [ ]  Yes, but only with respect to a Participant's
          Nondeductible Employee Contributions.

          Option 3: [ ]  Yes, with respect to both Elective Deferrals and
          Nondeductible Employee Contributions.

          Option 4: [ ]  No.

          NOTE: If no option is selected, Option 4 will be deemed to be
          selected. Complete the remainder of Section 7 only if Option 1, 2 or
          3 is selected.

PART B.   MATCHING CONTRIBUTION FORMULA:

          If the Employer will make Matching Contributions, then the amount
          of such Matching Contributions made on behalf of a Qualifying
          Contributing Participant each Plan Year shall be (Choose one):

          Option 1: [x]  An amount equal to 50% of such Contributing
          Participant's Elective Deferral (and/or Nondeductible Employee
          Contribution, if applicable).

          Option 2: [ ]  An amount equal to the sum of __% of the portion of
          such Contributing Participant's Elective Deferral (and/or
          Nondeductible Employee Contribution, if applicable) which does not
          exceed __% of the Contributing Participant's Compensation plus __%
          of the portion of such Contributing Participant's Elective Deferral
          (and/or Nondeductible Employee Contribution, if applicable) which
          exceeds __% of the Contributing Participant's Compensation.

          Option 3: [ ]  Such amount, if any, equal to that percentage of
          each Contributing Participant's Elective Deferral (and/or
          Nondeductible Employee Contribution, if applicable) which the
          Employer, in its sole discretion, determines from year to year.

          Option 4: [ ]  Other Formula. (Specify)____________________________
                                                 ____________________________

          NOTE: If Option 4 is selected, the formula specified can only allow
          Matching Contributions to be made with respect to a Contributing
          Participant's Elective Deferrals (and/or Nondeductible Employee
          Contribution, if applicable).

PART C.   LIMIT ON MATCHING CONTRIBUTIONS:

          Notwithstanding the Matching Contribution formula specified above,
          no Matching Contribution will be made with respect to a Contributing
          Participant's Elective Deferrals (and/or Nondeductible Employee
          Contributions, if applicable) in excess of ___ or 6% of such
          Contributing Participant's Compensation.

F4006 (8/94) F94             (C)1998 Universal Pension Inc., Brainerd, MN 56401
<PAGE>

                                                                          Page 6

PART D.   QUALIFYING CONTRIBUTING PARTICIPANTS:

          A Contributing Participant who satisfies the eligibility
          requirements described in Section 4 will be a Qualifying
          Contributing Participant and thus entitled to share in Matching
          Contributions for any Plan Year only if the Participant is a
          Contributing Participant and satisfies the following additional
          conditions (Check one or more Options):

          Option 1: [x]  No Additional Conditions.

          Option 2: [ ]  Hours of Service Requirement. The Contributing
          Participant completes at least __ Hours of Service during the
          Plan Year. However, this condition will be waived for the
          following reasons (Check at least one):

                         [ ]  The Contributing Participant's Death.

                         [ ]  The Contributing Participant's Termination of
                              Employment after having incurred a Disability.

                         [ ]  The Contributing Participant's Termination of
                              Employment after having reached Normal
                              Retirement Age.

                         [ ]  This condition will not be waived.

          Option 3: [ ]  Last Day Requirement. The Participant is an Employee
          of the Employer on the last day of the Plan Year. However, this
          condition will be waived for the following reasons (Check at least
          one):

                         [ ]  The Contributing Participant's Death.

                         [ ]  The Contributing Participant's Termination of
                              Employment after having incurred a Disability.

                         [ ]  The Contributing Participant's Termination of
                              Employment after having reached Normal
                              Retirement Age.

                         [ ]  This condition will not be waived.

          NOTE: If no option is selected, Option 1 will be deemed to be
          selected.

                 SECTION 8. QUALIFIED NONELECTIVE CONTRIBUTIONS

PART A.   AUTHORIZATION OF QUALIFIED NONELECTIVE CONTRIBUTIONS:

          Will the Employer make Qualified Nonelective Contributions to the
          Plan? (Choose One)

          Option 1: [ ]  Yes.

          Option 2: [x]  No.

          If the Employer elects to make Qualified Nonelective Contributions,
          then the amount, if any, of such contribution to the Plan for each
          Plan Year shall be an amount determined by the Employer.

          NOTE: If no option is selected, Option 1 will be deemed to be
          selected. Complete the remainder of Section 8 only if Option 1 is
          selected.

PART B.   PARTICIPANTS ENTITLED TO QUALIFIED NONELECTIVE CONTRIBUTIONS:

          Allocation of Qualified Nonelective Contributions shall be made to
          the Individual Accounts of (Choose one):

          Option 1: [ ]  Only Participants who are not Highly Compensated
          Employees.

          Option 2: [ ]  All Participants.

          NOTE: If no option is selected, Option 1 will be deemed to be
          selected.

PART C.   ALLOCATION OF QUALIFIED NONELECTIVE CONTRIBUTIONS:

          Allocation of Qualified Nonelective Contributions to Participants
          entitled thereto shall be made (Choose one):

          Option 1: [ ]  In the ratio which each Participant's Compensation
          for the Plan Year bears to the total Compensation of all
          Participants for such Plan Year.

          Option 2: [ ]  In the ratio which each Participant's Compensation
          not in excess of ___ for the Plan Year bears to the total
          Compensation of all Participants not in excess of ___ for such
          Plan Year.

          NOTE: If no option is selected, Option 1 will be deemed to be
          selected.

F4006 (8/94) F94             (C)1998 Universal Pension Inc., Brainerd, MN 56401
<PAGE>
                                                                          Page 7

                  SECTION 9. QUALIFIED MATCHING CONTRIBUTIONS

PART A.  AUTHORIZATION OF QUALIFIED MATCHING CONTRIBUTIONS:

         Will the Employer make Qualified Matching Contributions to the Plan on
         behalf of Qualifying Contributing Participants? (Choose One)

         OPTION 1: [ ]  Yes, but only with respect to a Contributing
                        Participant's Elective Deferrals.

         OPTION 2: [ ]  Yes, but only with respect to a Participant's
                        Nondeductible Employee Contributions.

         OPTION 3: [ ]  Yes, with respect to both Elective Deferrals and
                        Nondeductible Employee Contributions.

         OPTION 4: [X]  No.

         NOTE: If no option is selected, Option 3 will be deemed to be selected.
         Complete the remainder of Section 9 only if Option 1, 2 or 3 is
         selected.

PART B.  QUALIFIED MATCHING CONTRIBUTION FORMULA:

         If the Employer will make Qualified Matching Contributions, then the
         amount of such Qualified Matching Contributions made on behalf of a
         Qualifying Contributing Participant each Plan Year shall be (Choose
         one):

         OPTION 1: [ ]  An amount equal to ______% of such Contributing
                        Participant's Elective Deferral (and/or Nondeductible
                        Employee Contribution, if applicable).

         OPTION 2: [ ]  An amount equal to the sum of ______% of the portion of
                        such Contributing Participant's Elective Deferral
                        (and/or Nondeductible Employee Contribution, if
                        applicable) which does not exceed ______% of the
                        Contributing Participant's Compensation plus ______% of
                        the portion of such Contributing Participant's Elective
                        Deferral (and/or Nondeductible Employee Contribution, if
                        applicable) which exceeds ______% of the Contributing
                        Participant's Compensation.

         OPTION 3: [ ]  Such amount, if any, as determined by the Employer in
                        its sole discretion, equal to that percentage of the
                        Elective Deferrals (and/or Nondeductible Employee
                        Contribution, if applicable) of each Contributing
                        Participant entitled thereto which would be sufficient
                        to cause the Plan to satisfy the Actual Contribution
                        Percentage tests (described in Section 11.402 of the
                        Plan) for the Plan Year.

         OPTION 4: [ ]  Other Formula. (Specify) _______________________________
                                                 _______________________________

         NOTE: If no option is selected, Option 3 will be deemed to be selected.

PART C.  PARTICIPANTS ENTITLED TO QUALIFIED MATCHING CONTRIBUTIONS:

         Qualified Matching Contributions, if made to the Plan, will be made on
         behalf of (Choose one):

         OPTION 1: [ ]  Only Contributing Participants who make Elective
                        Deferrals who are not Highly Compensated Employees.

         OPTION 2: [ ]  All Contributing Participants who make Elective
                        Deferrals.

         NOTE: If no option is selected, Option 1 will be deemed to be selected.

PART D.  LIMIT ON QUALIFIED MATCHING CONTRIBUTIONS:

         Notwithstanding the Qualified Matching Contribution formula specified
         above, the Employer will not match a Contributing Participant's
         Elective Deferrals (and/or Nondeductible Employee Contribution, if
         applicable) in excess of ________ or ______% of such Contributing
         Participant's Compensation.

F4006 (8/94) F94             (C)1998 Universal Pension Inc., Brainerd, MN 56401
<PAGE>
                                                                          Page 8

               SECTION 10. EMPLOYER PROFIT SHARING CONTRIBUTIONS

                           Complete Parts A, B and C

PART A.   CONTRIBUTION FORMULA:

          For each Plan Year the Employer will contribute an Amount to be
          determined from year to year.

PART B.   ALLOCATION FORMULA (Choose one):

          OPTION 1: [x] Pro Rata Formula. Employer Profit Sharing Contributions
                        shall be allocated to the Individual Accounts of
                        Qualifying Participants in the ratio that each
                        Qualifying Participant's Compensation for the Plan Year
                        bears to the total Compensation of all Qualifying
                        Participants for the Plan Year.

          OPTION 2: [ ] Integrated Formula. Employer Profit Sharing
                        Contributions shall be allocated as follows (Start with
                        Step 3 if this Plan is not a Top-Heavy Plan):

                        Step 1.    Employer Profit Sharing Contributions shall
                                   first be allocated pro rata to Qualifying
                                   Participants in the manner described in
                                   Section 10, Part B, Option 1. The percent so
                                   allocated shall not exceed 3% of each
                                   Qualifying Participant's Compensation.

                        Step 2.    Any Employer Profit Sharing Contributions
                                   remaining after the allocation in Step 1
                                   shall be allocated to each Qualifying
                                   Participant's Individual Account in the ratio
                                   that each Qualifying Participant's
                                   Compensation for the Plan Year in excess of
                                   the integration level bears to all Qualifying
                                   Participants' Compensation in excess of the
                                   integration level, but not in excess of 3%.

                        Step 3.    Any Employer Profit Sharing Contributions
                                   remaining after the allocation in Step 2
                                   shall be allocated to each Qualifying
                                   Participant's Individual Account in the ratio
                                   that the sum of each Qualifying Participant's
                                   total Compensation and Compensation in excess
                                   of the integration level bears to the sum of
                                   all Qualifying Participants' total
                                   Compensation and Compensation in excess of
                                   the integration level, but not in excess of
                                   the profit sharing maximum disparity rate as
                                   described in Section 3.01(B)(3) of the Plan.

                        Step 4.    Any Employer Profit Sharing Contributions
                                   remaining after the allocation in Step 3
                                   shall be allocated pro rata to Qualifying
                                   Participants in the manner described in
                                   Section 10, Part B, Option 1.

<Table>
<Caption>

                        The integration level shall be (Choose one):
                        <S>            <C> <C>
                        Suboption (a): [ ] The Taxable Wage Base.
                        Suboption (b): [ ] ____________ (a dollar amount less than the Taxable Wage Base).
                        Suboption (c): [ ] ________ % (not more than 100%) of the Taxable Wage Base.
                        NOTE: If no option is selected, Suboption (a) will be deemed to be selected.
          NOTE: If no option is selected, Option 1 will be deemed to be selected.
</Table>

Part C.   QUALIFYING PARTICIPANTS:
          A Participant will be a Qualifying Participant and thus entitled to
          share in the Employer Profit Sharing Contribution for any Plan Year
          only if the Participant is a Participant on at least one day of such
          Plan Year and satisfies the following additional conditions (Check one
          or more Options):

          Option 1: [ ] No Additional Conditions.

          Option 2: [X] Hours of Service Requirement. The Participant completes
                        at least 1000 Hours of Service during the Plan Year.
                        However, this condition will be waived for the following
                        reasons (Check at least one):

                        [X] The Participant's Death.

                        [X] The Participant's Termination of Employment after
                            having incurred a Disability.

                        [X] The Participant's Termination of Employment after
                            having reached Normal Retirement Age.

                        [ ] This condition will not be waived.

          Option 3: [X] Last Day Requirement. The Participant is an Employee of
                        the Employer on the last day of the Plan Year. However,
                        this condition will be waived for the following reasons
                        (Check at least one):

                        [X] The Participant's Death.

                        [X] The Participant's Termination of Employment after
                            having Incurred a Disability.

                        [X] The Participant's Termination of Employment after
                            having reached Normal Retirement Age.

                        [ ] This condition will not be waived.

          NOTE: If no option is selected, Option 1 will be deemed to be
                selected.

F4006 (8/94) F94             (C)1998 Universal Pension Inc., Brainerd, MN 56401
<PAGE>
                                                                          Page 9
--------------------------------------------------------------------------------
                            SECTION 11. COMPENSATION
                           Complete Parts A through E
--------------------------------------------------------------------------------

PART A.   BASIC DEFINITION:
          Compensation will mean all of each Participant's (Choose one):
          OPTION 1:  [X]  W-2 wages.
          OPTION 2:  [ ]  Section 3401(a) wages.
          OPTION 3:  [ ]  415 safe-harbor compensation.
          NOTE: If no option is selected, Option 1 will be deemed to be
                selected.

PART B.   MEASURING PERIOD FOR COMPENSATION:
          Compensation shall be determined over the following applicable period
          (Choose one):
          OPTION 1:  [X]  The Plan Year.
          OPTION 2:  [ ]  The calendar year ending with or within the Plan Year.
          NOTE: If no option is selected, Option 1 will be deemed to be
                selected.

PART C.   INCLUSION OF ELECTIVE DEFERRALS:
          Does Compensation include Employer Contributions made pursuant to a
          salary reduction agreement which are not includible in the gross
          income of the Employee under Sections 125, 402(e)(3), 402(h)(1)(B) and
          403(b) of the Code?
          [X]  Yes   [ ]  No
          NOTE: If neither box is checked, "Yes" will be deemed to be selected.

PART D.   PRE-ENTRY DATE COMPENSATION:
          For the Plan Year in which an Employee enters the Plan, the
          Employee's Compensation which shall be taken into account for purposes
          of the Plan shall be (Choose one):
          OPTION 1:  [ ]  The Employee's Compensation only from the time the
                          Employee became a Participant in the Plan.
          OPTION 2:  [X]  The Employee's Compensation for the whole of such
                          Plan Year.
          NOTE: If no option is selected, Option 1 will be deemed to be
                selected.

PART E.   EXCLUSIONS FROM COMPENSATION:
          Compensation shall not include the following (Check any that apply):
          [ ]  Bonuses             [ ]  Commissions
          [ ]  Overtime            [X]  Other (Specify)
                                        reimbursements, fringe benefits,
                                        ---------------------------------------
                                        expense allowance
                                        ---------------------------------------
          NOTE: No exclusions from Compensation are permitted if the integrated
                allocation formula in Section 10, Part B is selected.

--------------------------------------------------------------------------------
                      SECTION 12. VESTING AND FORFEITURES
                           Complete Parts A through G
--------------------------------------------------------------------------------

PART A.   VESTING SCHEDULE FOR EMPLOYER PROFIT SHARING CONTRIBUTIONS. A
          Participant shall become Vested in his or her Individual Account
          derived from Profit Sharing Contributions made pursuant to Section 10
          of the Adoption Agreement as follows (Choose one):
<Table>
<Caption>
------------------------------------------------------------------------------------------------------------------

   YEARS OF                                             VESTED PERCENTAGE
VESTING SERVICE    Option 1 [ ]     Option 2 [ ]   Option 3 [ ]   Option 4 [ ]   Option 5 [X] (Complete if Chosen)
------------------------------------------------------------------------------------------------------------------
<S>                 <C>              <C>            <C>            <C>           <C>
       1                 0%               0%            100%            0%             0%
       2                 0%              20%            100%            0%            50%
       3                 0%              40%            100%           20%            75% (not less than 20%)
       4                 0%              60%            100%           40%           100% (not less than 40%)
       5               100%              80%            100%           60%           100% (not less than 60%)
       6               100%             100%            100%           80%           100% (not less than 80%)
       7               100%             100%            100%          100%           100% (not less than 100%)

NOTE: If no option is selected, Option 3 will be deemed to be selected.
------------------------------------------------------------------------------------------------------------------
</Table>

F4006 (8/94) F94           (c) 1998 Universal Pensions, Inc., Brainerd, MN 56401

<PAGE>
                                                                         Page 10

Part B.  VESTING SCHEDULE FOR MATCHING CONTRIBUTIONS. A Participant shall become
         Vested in his or her Individual Account derived from Matching
         Contributions made pursuant to Section 7 of the Adoption Agreement as
         follows (Choose one):

<Table>
<Caption>
------------------------------------------------------------------------------------------------------------------------------------
   YEARS OF                                                  VESTED PERCENTAGE
VESTING SERVICE      Option 1 [ ]      Option 2 [ ]      Option 3 [ ]      Option 4 [ ]      Option 5 [X]      (Complete if Chosen)
------------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>               <C>               <C>               <C>           <C>               <C>
      1                    0%                0%              100%                0%                0    %
                                                                                             -----------
      2                    0%               20%              100%                0%               50    %
                                                                                             -----------
      3                    0%               40%              100%               20%               75    %      (not less than 20%)
                                                                                             -----------
      4                    0%               60%              100%               40%              100    %      (not less than 40%)
                                                                                             -----------
      5                  100%               80%              100%               60%              100    %      (not less than 60%)
                                                                                             -----------
      6                  100%              100%              100%               80%              100    %      (not less than 80%)
                                                                                             -----------
      7                  100%              100%              100%              100%              100    %      (not less than 100%)
                                                                                             -----------
NOTE: If no option is selected, Option 3 will be deemed to be selected.
------------------------------------------------------------------------------------------------------------------------------------
</Table>


Part C.  HOURS REQUIRED FOR VESTING PURPOSES:

         1.   1000    Hours of Service (no more than 1,000) shall be required to
            --------  constitute a Year of Vesting Service.
         2.    500    Hours of Service (no more than 500 but less than the
            --------  number specified in Section 12, Part C, Item 1. above)
                      must be exceeded to avoid a Break in Vesting Service.
         3. For purposes of determining Years of Vesting Service, Employees
            shall be given credit for Hours of Service with the following
            predecessor employer(s): (Complete if applicable)
            Intercoast Energy Company, Intercoast Gas & Services Company,
            -------------------------------------------------------------
            NUI Corporation
            -------------------------------------------------------------

Part D.  EXCLUSION OF CERTAIN YEARS OF VESTING SERVICE:

         All of an Employee's Years of Vesting Service with the Employer are
         counted to determine the vesting percentage in the Participant's
         Individual Account except (Check any that apply):
         [ ] Years of Vesting Service before the Employee reaches age 18.
         [ ] Years of Vesting Service before the Employer maintained this Plan
             or a predecessor plan.

Part E.  ALLOCATION OF FORFEITURES OF EMPLOYER PROFIT SHARING CONTRIBUTIONS:

         Forfeitures of Employer Profit Sharing Contributions shall be (Choose
         one):

         OPTION 1: [ ] Allocated to the Individual Accounts of the Participants
                       specified below in the manner as described in Section 10,
                       Part B (for Employer Profit Sharing Contributions)

                       The Participants entitled to receive allocations of such
                       Forfeitures shall be (Choose one):

                       SUBOPTION (a): [ ] Only Qualifying Participants.
                       SUBOPTION (b): [ ] All Participants.

         OPTION 2: [ ] Applied to reduce Employer Profit Sharing Contributions
                       (Choose one):

                       SUBOPTION (a): [ ] For the Plan Year for which the
                                          Forfeiture arises.
                       SUBOPTION (b): [ ] For any Plan Year subsequent to the
                                          Plan Year for which the Forfeiture
                                          arises.

         OPTION 3: [X] Applied first to the payment of the Plan's administrative
                       expenses and any excess applied to reduce Employer Profit
                       Sharing Contributions (Choose one):

                       SUBOPTION (a): [ ] For the Plan Year for which the
                                          Forfeiture arises.
                       SUBOPTION (b): [X] For any Plan Year subsequent to the
                                          Plan Year for which the Forfeitures
                                          arises.

         NOTE: If no option is selected, Option 1 and Suboption (a) will be
               deemed to be selected.

F4006 (8/94) F94             (C)1998 Universal Pension Inc., Brainerd, MN 56401
<PAGE>

                                                                         Page 11

PART F.  ALLOCATION OF FORFEITURES OF MATCHING CONTRIBUTIONS:

     Forfeitures of Matching Contributions shall be (Choose one):

     OPTION 1: / / Allocated, after all other Forfeitures under the Plan, to
                   each Participant's Individual Account in the ratio which each
                   Participant's Compensation for the Plan Year bears to the
                   total Compensation of all Participants for such Plan Year.

                   The Participants entitled to receive allocations of such
                   Forfeitures shall be (Choose one):

                   SUBOPTION (a): / / Only Qualifying Contributing Participants.

                   SUBOPTION (b): / / Only Qualifying Participants.

                   SUBOPTION (c): / / All Participants.

     OPTION 2: / / Applied to reduce Matching Contributions (Choose one):

                   SUBOPTION (a): / / For the Plan Year for which the Forfeiture
                                      arises.

                   SUBOPTION (b): / / For any Plan Year subsequent to the Plan
                                      Year for which the Forfeiture arises.

     OPTION 3: /X/ Applied first to the payment of the Plan's administrative
                   expenses and any excess applied to reduce Matching
                   Contributions (Choose one):

                   SUBOPTION (a): / / For the Plan Year for which the Forfeiture
                                      arises.

                   SUBOPTION (b): /X/ For any Plan Year subsequent to the Plan
                                      Year for which the Forfeiture arises.

     NOTE: If no option is selected, Option 1 and Suboption (a) will be deemed
           to be selected.


PART G. ALLOCATION OF FORFEITURES OF EXCESS AGGREGATE CONTRIBUTIONS:

     Forfeitures of Excess Aggregate Contributions shall be (Choose one):

     OPTION 1: / / Allocated, after all other Forfeitures under the Plan, to
                   each Contributing Participant's Matching Contribution account
                   in the ratio which each Contributing Participant's
                   Compensation for the Plan Year bears to the total
                   Compensation of all Contributing Participants for such Plan
                   Year. Such Forfeitures will not be allocated to the account
                   of any Highly Compensated Employee.

     OPTION 2: / / Applied to reduce Matching Contributions (Choose one):

                   SUBOPTION (a): / / For the Plan Year for which the Forfeiture
                                      arises.

                   SUBOPTION (b): / / For any Plan Year subsequent to the Plan
                                      Year for which the Forfeiture arises.

     OPTION 3: /X/ Applied first to the payment of the Plan's administrative
                   expenses and any excess applied to reduce Matching
                   Contributions (Choose one):

                   SUBOPTION (a): / / For the Plan Year for which the Forfeiture
                                      arises.

                   SUBOPTION (b): /X/ For any Plan Year subsequent to the Plan
                                      Year for which the Forfeiture arises.

     NOTE: If no option is selected, Option 2 and Suboption (a) will be deemed
           to be selected.


           SECTION 13. NORMAL RETIREMENT AGE AND EARLY RETIREMENT AGE

PART A. THE NORMAL RETIREMENT AGE UNDER THE PLAN SHALL BE (Check and complete
        one option):

     OPTION 1: /X/ Age 65.

     OPTION 2: / / Age    (not to exceed 65).

     OPTION 3: / / The later of age    (not to exceed 65) or the     (not to
                   exceed 5th) anniversary of the first day of the first Plan
                   Year in which the Participant commenced participation in the
                   Plan.

     NOTE: If no option is selected, Option 1 will be deemed to be selected.

F4006 (8/94) F94             (C)1998 Universal Pension Inc., Brainerd, MN 56401
<PAGE>
                                                                         Page 12

PART B. EARLY RETIREMENT AGE (Choose one option):

        OPTION 1: [ ] An Early Retirement Age is not applicable under the Plan.

        OPTION 2: [X] Age 55 (not less than 55 nor more than 65).

        OPTION 3: [ ] A Participant satisfies the Plan's Early Retirement Age
                      conditions by attaining age ___ (not less than 55) and
                      completing ____ Years of Vesting Service.

        NOTE: If no option is selected, Option 1 will be deemed to be selected.

--------------------------------------------------------------------------------
                           SECTION 14. DISTRIBUTIONS
--------------------------------------------------------------------------------

DISTRIBUTABLE EVENTS. ANSWER EACH OF THE FOLLOWING ITEMS.

A. Termination of Employment Before Normal Retirement Age. May
   a Participant who has not reached Normal Retirement Age
   request a distribution from the Plan?                        [x] Yes   [ ] No

B. Disability. May a Participant who has incurred a Disability
   request a distribution from the Plan?                        [x] Yes   [ ] No

C. Attainment of Normal Retirement Age. May a Participant who
   has attained Normal Retirement Age but has not incurred a
   Termination of Employment request a distribution from the
   Plan?                                                        [x] Yes   [ ] No

D. Attainment of Age 59 1/2. Will Participants who have
   attained age 59 1/2 be permitted to withdraw Elective
   Deferrals while still employed by the Employer?              [x] Yes   [ ] No

E. Hardship Withdrawals of Elective Deferrals. Will
   Participants be permitted to withdraw Elective Deferrals
   on account of hardship pursuant to Section 11.503 of the
   Plan?                                                        [x] Yes   [ ] No

F. In-Service Withdrawals. Will Participants be permitted to
   request a distribution during service pursuant to Section
   6.01(A)(3) of the Plan?                                      [ ] Yes   [X] No

G. Hardship Withdrawals. Will Participants be permitted to
   make hardship withdrawals pursuant to Section 6.01(A)(4) of
   the Plan?                                                    [ ] Yes   [x] No

H. Withdrawals of Rollover or Transfer Contributions. Will
   Employees be permitted to withdraw their Rollover or
   Transfer Contributions at any time?                          [x] Yes   [ ] No


NOTE: If a box is not checked for an item, "Yes" will be deemed to be selected
for that item. Section 411(d)(6) of the Code prohibits the elimination of
protected benefits. In general, protected benefits include the forms and timing
of payout options. If the Plan is being adopted to amend and replace a Prior
Plan that permitted a distribution option described above, you must answer "Yes"
to that item.

--------------------------------------------------------------------------------
                     SECTION 15. JOINT AND SURVIVOR ANNUITY
--------------------------------------------------------------------------------

PART A. RETIREMENT EQUITY ACT SAFE HARBOR:

        Will the safe harbor provisions of Section 6.05(F) of the Plan apply?
        (Choose only one option)

        OPTION 1: [ ] Yes.

        OPTION 2: [X] No.

        NOTE: You must select "No" if you are adopting this Plan as an amendment
        and restatement of a Prior Plan that was subject to the joint and
        survivor annuity requirements.

PART B. SURVIVOR ANNUITY PERCENTAGE: (Complete only if your answer in Section
        15, Part A is "No.")

The survivor annuity portion of the Joint and Survivor Annuity shall be a
percentage equal to 50% (at least 50% but no more than 100%) of the amount paid
to the Participant prior to his or her death.

F4006 (8/94) F94             (C)1998 Universal Pension Inc., Brainerd, MN 56401
<PAGE>
                                                                         Page 13

                           SECTION 16. OTHER OPTIONS
            Answer "Yes" or "No" to each of the following questions
                        by checking the appropriate box.
 If a box is not checked for a question, the answer will be deemed to be "No."

<Table>
<C> <S>                                                                                   <C>                <C>
A.  Loans: Will loans to Participants pursuant to Section 6.08 of the Plan be permitted?   [X] Yes            [ ] No

B.  Insurance: Will the Plan allow for the investment in insurance policies pursuant to
    Section 5.13 of the Plan?                                                              [ ] Yes            [X] No

C.  Employer Securities: Will the Plan allow for the investment in qualifying Employer
    securities or qualifying Employer real property?                                       [X] Yes            [ ] No

D.  Rollover Contributions: Will Employees be permitted to make rollover contributions
    to the Plan pursuant to Section 3.03 of the Plan?                                      [X] Yes            [ ] No
                                                                                           [ ] Yes, but only after
                                                                                               becoming a Participant.

E.  Transfer Contributions: Will Employees be permitted to make transfer contributions
    to the Plan pursuant to Section 3.04 of the Plan?                                      [ ] Yes            [X] No
                                                                                           [ ] Yes, but only after
                                                                                               becoming a Participant.

F.  Nondeductible Employee Contributions: Will Employees be permitted to make
    Nondeductible Employee Contributions pursuant to Section 11.305 of the Plan?           [ ] Yes            [X] No
    Check here if such contributions will be mandatory. [ ]

G.  Will Participants be permitted to direct the investment of their Plan assets
    pursuant to Section 5.14 of the Plan?                                                  [X] Yes            [ ] No
</Table>

                     SECTION 17. LIMITATION ON ALLOCATIONS
                               More Than One Plan

If you maintain or ever maintained another qualified plan in which any
Participant in this Plan is (or was) a Participant or could become a
Participant, you must complete this section. You must also complete this
section if you maintain a welfare benefit fund, as defined in Section 419(e) of
the Code, or an individual medical account, as defined in Section 415(l)(2) of
the Code, under which amounts are treated as annual additions with respect to
any Participant in this Plan.

PART A.  INDIVIDUALLY DESIGNED DEFINED CONTRIBUTION PLAN:

         If the Participant is covered under another qualified defined
         contribution plan maintained by the Employer, other than a master or
         prototype plan:

         1. [ ] The provisions of Section 3.05(B)(1) through 3.05(B)(6) of the
                Plan will apply as if the other plan were a master or prototype
                plan.

         2. [ ] Other method. (Provide the method under which the plans will
                limit total annual additions to the maximum permissible amount,
                and will properly reduce any excess amounts, in a manner that
                precludes Employer discretion.)

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

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

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

PART B.  DEFINED BENEFIT PLAN:

         If the Participant is or has ever been a participant in a defined
         benefit plan maintained by the Employer, the Employer will provide
         below the language which will satisfy the 1.0 limitation of Section
         415(e) of the Code.

         1. [ ] If the projected annual addition to this Plan to the account of
                a Participant for any limitation year would cause the 1.0
                limitation of Section 415(e) of the Code to be exceeded, the
                annual benefit of the defined benefit plan for such limitation
                year shall be reduced so that the 1.0 limitation shall be
                satisfied.

                If it is not possible to reduce the annual benefit of the
                defined benefit plan and the projected annual addition to this
                Plan to the account of a Participant for a limitation year would
                cause the 1.0 limitation to be exceeded, the Employer shall
                reduce the Employer Contribution which is to be allocated to
                this Plan on behalf of such Participant so that the 1.0
                limitation will be satisfied. (The provisions of Section 415(e)
                of the Code are incorporated herein by reference under the
                authority of Section 1106(h) of the Tax Reform Act of 1986.)

         2. [ ] Other method. (Provide language describing another method. Such
                language must preclude Employer discretion.)

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

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

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

F4006 (8/94) F94             (C)1998 Universal Pension Inc., Brainerd, MN 56401
<PAGE>
                                                                         Page 14

                         SECTION 18. TOP-HEAVY MINIMUM
                             Complete Parts A and B

PART A. MINIMUM ALLOCATION OR BENEFIT:

        For any Plan Year with respect to which this Plan is a Top-Heavy Plan,
        any minimum allocation required pursuant to Section 3.01(E) of the Plan
        shall be made (Choose one):

        Option 1: [X] To this Plan.
        Option 2: [ ] To the following other plan maintained by the Employer
        (Specify name and plan number of plan)
        ______________________________________________________________________
        ______________________________________________________________________

        Option 3: [ ] In accordance with the method described on an attachment
        to this Adoption Agreement. (Attach language describing the method that
        will be used to satisfy Section 416 of the Code. Such method must
        preclude Employer discretion.)

        Note: If no option is selected, Option 1 will be deemed to be selected.

PART B. TOP-HEAVY VESTING SCHEDULE:

        Pursuant to Section 6.01(C) of the Plan, the vesting schedule that will
        apply when this Plan is a Top-Heavy Plan (unless the Plan's regular
        vesting schedule provides for more rapid vesting) shall be (Choose one):

        Option 1: [ ] 6 Year Graded.
        Option 2: [ ] 3 Year Cliff.

        NOTE: If no option is selected, Option 1 will be deemed to be selected.

                         SECTION 19. PROTOTYPE SPONSOR.

        Name of Prototype Sponsor Travelers Insurance Company

        Address One Tower Square, Hartford, CT 06183

        Telephone Number 888-822-4710

        Permissible Investments

        The assets of the Plan shall be invested only in those investments
        described below (To be completed by the Prototype Sponsor):

               Assorted mutual funds, brokerage accounts and related
        investments.
        ______________________________________________________________________
        ______________________________________________________________________
        ______________________________________________________________________
        ______________________________________________________________________

                        SECTION 20. TRUSTEE OR CUSTODIAN

        Option A: [X] Financial Organization as Trustee or Custodian

        Check One: [ ] Custodian, [X] Trustee without full trust powers, or
                   [ ] Trustee with full trust powers

        Financial Organization See attached addendum

        Signature_____________________________________________________________

        Type Name_____________________________________________________________

        Collective or Commingled Funds

        List any collective or commingled funds maintained by the financial
        organization Trustee in which assets of the Plan may be invested

        (Complete if applicable). Collective trust funds of Salomon Smith Barney
                                  and/or The Travelers.
                                  ______________________________________________

        Option B: [ ] Individual Trustee(s)

        Signature___________________________ Signature________________________
        Type Name___________________________ Type Name________________________
        Signature___________________________ Signature________________________
        Type Name___________________________ Type Name________________________

F4006 (8/94) F94             (C)1998 Universal Pension Inc., Brainerd, MN 56401
<PAGE>
                                                                         Page 15

--------------------------------------------------------------------------------
                              SECTION 21. RELIANCE
--------------------------------------------------------------------------------

The Employer may not rely on an opinion letter issued by the National Office of
the Internal Revenue Service as evidence that the Plan is qualified under
Section 401 of the Internal Revenue Code. In order to obtain reliance with
respect to plan qualification, the Employer must apply to the appropriate Key
District office for a determination letter.



This Adoption Agreement may be used only in conjunction with Basic Plan
Document No. 04.

--------------------------------------------------------------------------------
                         SECTION 22. EMPLOYER SIGNATURE
                     Important: Please read before signing
--------------------------------------------------------------------------------

I am an authorized representative of the Employer named above and I state the
following:

1.   I acknowledge that I have relied upon my own advisors regarding the
     completion of this Adoption Agreement and the legal tax implications of
     adopting this Plan.

2.   I understand that my failure to properly complete this Adoption Agreement
     may result in disqualification of the Plan.

3.   I understand that the Prototype Sponsor will inform me of any amendments
     made to the Plan and will notify me should it discontinue or abandon the
     Plan.

4.   I have received a copy of this Adoption Agreement and the corresponding
     Basic Plan Document.



Signature for Employer   /s/  William N. Hahne     Dated Signed   10/26/00
                       --------------------------                ---------------

Type Name   William N. Hahne                       Title Chief Operating Officer
          ---------------------------------------        -----------------------

F4006 (8/94) F94             (C)1998 Universal Pension Inc., Brainerd, MN 56401