<PAGE>
                                                                     EXHIBIT 4.1


                             BASIC PLAN DOCUMENT 04
                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                         <C>
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
      l.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
</TABLE>



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<TABLE>
<S>                                                                                         <C>
      1.44 TERMINATION OF EMPLOYMENT.........................................................6
      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 ANNUAL REQUIREMENTS............................................28
</TABLE>



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<TABLE>
<S>                                                                                         <C>
      6.06 DISTRIBUTION REQUIREMENTS.........................................................31
      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...............................................39
      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.....................................................40
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
</TABLE>



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<TABLE>
<S>                                                                                         <C>
      11.112 MATCHING CONTRIBUTION...........................................................44
      11.113 QUALIFIED NONELECTIVE CONTRIBUTIONS.............................................44
      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..........................................................46
      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
             coalitions 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 Sections 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 Sections 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 salesperson, 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
<PAGE>

                    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 Employer (whether or not
                         under a salary reduction agreement) towards the
                         purchase of an annuity contract described in Section
                         403(b) of the Code (whether or not the contributions
                         are actually excludable from the gross income of the
                         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(h)(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
               calendar year is effective for Plan Years beginning in such
               calendar 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 calendar 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 attained 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 entity 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 (0) 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 be 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)(1)(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 or 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 than an Employee of the recipient) who
          pursuant to an agreement between the recipient and any other person
          ("leasing organization") has performed services for the recipient (or
          for the recipient and related persons determined in accordance with
          Section 414(n)(6) of the Code) on a substantially full time basis for
          a period of at least one year, and such services are of a type
          historically performed by Employees in the business field of the
          recipient Employer. 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 or 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

          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.

               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.

          C.   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


                                       8
<PAGE>

          Employee performs an hour of service. An Employee will also receive
          credit for any period of severance of less than 12 consecutive months.
          Fractional periods of a year will be expressed in terms of days.

          For purposes of this Section, hour of service 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 Employer is a member of an affiliated service group (under
          Section 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


                                       9
<PAGE>

                    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 Employer Contribution shall be made as of the last
                    day of each Plan Year.

               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>
                                                           Top-Heavy           Nonstandardized and
        Integration Level              Money Purchase    Profit Sharing    Non-Top-Heavy Profit Sharing
<S>                                    <C>               <C>               <C>
        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


                                       10
<PAGE>

                    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.

               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 plans 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 the 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(1)
          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(I)(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 in Section 3.08(E)(l), 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


                                       12
<PAGE>

                    in this Plan. If the Employer Contribution that would
                    otherwise be contributed or allocated to the Participant's
                    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 limitation 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 master 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)(l), 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


                                       13
<PAGE>

                    will be deemed to consist of the annual additions last
                    allocated, except that annual additions attributable to a
                    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(1)(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)(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. 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:


                                       15
<PAGE>

                    a.   the defined contribution dollar limitation, or

                    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


                                       16
<PAGE>

                    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 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 benefit 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;


                                       18
<PAGE>

               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
                    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:


                                       19
<PAGE>

               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;

               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


                                       20
<PAGE>

          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.

    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 purpose,
          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 of 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 manger. The investment manager so
               appointed shall direct the Trustee (or Custodian, if 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; payment 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 the 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 front 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
               rules 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 Forfeitures 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.


                                       25
<PAGE>

               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 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, the
                    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 establishes 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: (I) 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)(l). 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


                                       28
<PAGE>

                    representative that there is no spouse or that the spouse
                    cannot be located, a waiver will be deemed a qualified
                    election.

                    Any consent by a spouse obtained under 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 than 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 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.


                                       29
<PAGE>

          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 a 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 MS
                         code. If this Section 6.05(F) is operative, then the
                         provisions of this Section 6.05 other than Section
                         6.05(G) shall he 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 in
                    accordance with Section 6.05(G)(4).

               3.   The respective opportunities to elect (as described in
                    Section 6.05(G)(l) 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)(l) 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:


                                       30
<PAGE>

                         (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

                         (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 Annuity - A Participant who
                         is employed after attaining the qualified early
                         retirement age will be given the opportunity to elect,
                         during the election period, to have a survivor annuity
                         payable on death. If the Participant elects the
                         survivor annuity, payments under such annuity must not
                         be less than the payments which would have been 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 Age, 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 11.
                    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


                                       31
<PAGE>

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

          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
                         of 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 I .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 I .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 (l) 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
                         Participant's death.


                                       32
<PAGE>

               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.

               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 calendar year for which a
                    minimum distribution is required. For distributions
                    beginning before the Participant's death, the first
                    distribution calendar year is the calendar year immediately
                    preceding the calendar year which contains the Participant's
                    required beginning date. For distributions beginning after
                    the Participant's death, the first distribution calendar
                    year is the calendar year in which distributions are
                    required to begin 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 lift 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.


                                       33
<PAGE>

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

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

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

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

                    c.   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 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
                    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 contact 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  LOAN 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 Participants 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 5) 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
          Sections 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


                                       35
<PAGE>

          denied; (iv) limitations (if any) on the types and amounts of loans
          offered; (v) the procedure under the program for 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 408(b) of the Code, an annuity plan described in
                    Section 403(a) of the Code, or a qualified trust described
                    in Section 401(a) of the Code, that accepts the
                    distributee's eligible rollover distribution. However, in
                    the case of an eligible rollover distribution to the
                    surviving spouse, an eligible retirement plan is an
                    individual retirement account or individual retirement
                    annuity.

               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


                                       36
<PAGE>

          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.

    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 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;


                                       37
<PAGE>

               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

               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.


                                       38
<PAGE>

    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 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
          Employees 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


                                       39
<PAGE>

          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

          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 receive benefits immediately
          after the merger, consolidation, or transfer (if the Plan had then
          terminated) which are equal 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


                                       40
<PAGE>

               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 125, Section 402(e)(3),
               Section 402(h)(l)(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)(l) 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 daze(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.


                                       41
<PAGE>

          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.

          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 "(l)" 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 the 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.


                                       43
<PAGE>

          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.

          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 percentages).

  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.


                                       45
<PAGE>

  11.302  MATCHING CONTRIBUTIONS

          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 Accounts under two or more
                    arrangements described in Section 401(k) of the Code, that
                    are maintained by the Employer, shall be determined as if
                    such Elective Deferrals (and, if applicable, such Qualified
                    Nonelective


                                       46
<PAGE>

                    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 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


                                       47
<PAGE>

                    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 and ACP of the Highly
                    Compensated Employees 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:


                                       48
<PAGE>

          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).

          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
                    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 the eviction of the
                    Employee from, or a foreclosure on the mortgage of, the
                    Employees 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 bas 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 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.


                                       49
<PAGE>

               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.

          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 of 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 Less - 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.


                                       50
<PAGE>

               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 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>
Comprehensive Nonstandardized Safe Harbor 401(k) Profit Sharing Plan

ADOPTION AGREEMENT

                         SECTION 1. EMPLOYER INFORMATION

Name of Employer Edelbrock Corporation

Address 2700 California Street

City  Torrance    State  CA     Zip  90503

Telephone  310-781-2222 Employer's Federal Tax Identification Number 33-0627520

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  3363

Name of Plan Edelbrock Corporation 401(k) Plan

Name of Trust (if different from Plan name)

Plan Sequence Number 003 (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)  93-6270564

Account Number (Optional)  555680

                           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 07-01-1996

                    The Effective Date of this amendment and restatement is
                    04-01-2001

                    NOTE: The effective date is usually the first day of the
                    Plan Year in which this Adoption Agreement is signed.

Part B. Specific Effective Dates:

     The provisions of the Plan will generally be effective as of the Effective
     Date specified in Section 2, Part A. However, the following provisions will
     be effective on the dates indicated below. (Specify effective date only if
     later than the general Effective Date described in Section 2, Part A):

     Provision                                                   Effective Date

     1.  Commencement of Elective Deferrals*
     2.  Matching Contributions (Section 7)
     3.  Qualified Nonelective Contributions (Section 8)
     4.  Qualified Matching Contributions (Section 9)
     5.  In-Service Withdrawals (Section 15, Part A, Item 6)
     6.  Hardship Withdrawals of Elective Deferrals (Section 15, Part A, Item 5)
     7.  Hardship Withdrawals (Section 15, Part A, Item 8)
     8.  Loans (Section 17, Item A)
     9.  Participant Direction of Investments (Section 18)

     *NOTE: Elective Deferrals may commence no earlier than the date this
     Adoption Agreement is signed because Elective Deferrals cannot be made
     retroactively.

<PAGE>

                        SECTION 3. RELEVANT TIME PERIODS
                           Complete Parts A through D

Part A. Employer's Fiscal Year:

     The Employer's fiscal year ends (Specify month and date) 06-30

Part B. Plan Year Means:

     Option 1:  [X] The 12-consecutive month period which coincides with the
                Employer's fiscal year.

     Option 2:  [ ] The calendar year.

     Option 3:  [ ] Other (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

Part C. Limitation Year Means:

     Option 1:  [X] The Plan Year.

     Option 2:  [ ] The calendar year.

     Option 3:  [ ] Other (Specify) ___________________

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

Part D. Measuring Period For Vesting:

     Years of Vesting Service shall be measured over the following
     12-consecutive month period:

     Option 1:  [X] The Plan Year.

     Option 2:  [ ] The 12-consecutive month period commencing with the
                    Employee's Employment Commencement Date and each successive
                    12-month period commencing on the anniversaries of the
                    Employee's Employment Commencement Date.

     Option 3:  [ ]Other (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) after
          completing 1 (enter 0, 1 or any fraction less than 1) Years of
          Eligibility Service.

     2.   Matching Contributions.

          If Matching Contributions (or Qualified Matching Contributions, if
          applicable) will be made to the Plan, a Contributing Participant will
          be eligible to receive Matching Contributions (or Qualified Matching
          Contributions, if applicable) after completing 1 (enter 0, 1, 2 or any
          fraction less than 2) Years of Eligibility Service.

     3.   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 11 of the Adoption Agreement
          after completing 1 (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 or item 3, the
          immediate 100% vesting schedule of Section 13 will automatically apply
          for contributions described in such item. If any 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).

<PAGE>

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) after attaining age 18
          (no more than 21).

     2.   Matching Contributions.

          If Matching Contributions (or Qualified Matching Contributions, if
          applicable) will be made to the Plan, a Contributing Participant will
          be eligible to receive Matching Contributions (or Qualified Matching
          Contributions, if applicable) after attaining age 18 (no more than
          21).

     3.   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 11 of the Adoption Agreement
          after attaining age 18 (no more than 21).

          NOTE: If any 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:

     1.   Elective Deferrals.

          Will all Employees employed as of the date that Elective Deferrals may
          commence as specified in Section 2, Pan B who have not otherwise met
          the Years of Eligibility Service and age requirements specified above
          for Elective Deferrals be considered to have met those requirements as
          of the Elective Deferral commencement date?

          [ ] Yes  [X] No

     2.   Matching Contributions.

          If Matching Contributions (or Qualified Matching Contributions, if
          applicable) will be made to the Plan, will all Employees employed as
          of the date that Elective Deferrals may commence as specified in
          Section 2, Part B who have not otherwise met the Years of Eligibility
          Service and age requirements specified above for Matching
          Contributions be considered to have met those requirements as of the
          Elective Deferral commencement date?

          [ ] Yes  [X] No

     3.   Employer Profit Sharing Contributions.

          Will all Employees employed as of the Effective Date of this Plan who
          have not otherwise met the Years of Eligibility Service and age
          requirements specified above for Employer Profit Sharing Contributions
          be considered to have met those requirements as of the Effective Date?

          [ ] Yes  [X] No

          NOTE: If a box is not checked for any item in this Section 4, Part C,
          "No' will be deemed to be selected for that item.

<PAGE>

Part D. Exclusion of Certain Classes of Employees:

     1.   Elective Deferrals.

          All Employees will be eligible to become Contributing Participants
          (and thus eligible to make Elective Deferrals except:

     a.   [X]  Those Employees included in a unit of Employees covered by a
               collective bargaining agreement between the Employer and Employee
               representatives, 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.   [ ]  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 91 1(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.   [ ]  Other (Define) __________________________________________________

     2.   Matching Contributions.

          All Contributing Participants will be eligible to receive Matching
          Contributions (or Qualified Matching Contributions) if applicable,
          except:

     a.   [X]  Those Employees included in a unit of Employees covered by a
               collective bargaining agreement between the Employer and Employee
               representatives, 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.   [ ]  Those Employees who are non-resident aliens (within the meaning
               of Section 7701(b)(1)(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.   [ ]  Other (Define)___________________________________________________

     3.   Employer Profit Sharing Contributions.

          All Employees 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 11 of the Adoption Agreement
          except:

     a.   [X]  Those Employees included in a unit of Employees covered by a
               collective bargaining agreement between the Employer and Employee
               representatives, 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.   [ ]  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 91 l(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.   [ ]  Other (Define)___________________________________________________

<PAGE>

Part E. Election Not To Participate:

     May an Employee or a 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 flours of Service with the following
          predecessor employer(s) (Complete if applicable)
          An Affiliated Company

Part G. Entry Dates:

     1.   Elective Deferrals.

          The Entry Dates for purposes of making Elective Deferrals 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] The first day of the Plan Year and the first day of the
                         fourth, seventh and tenth months of the Plan Year.

          Option 3:  [ ] The first day of the Plan Year.

          Option 4:  [ ] Other (Specify)________________________________________

     2.   Matching Contributions.

          If Matching Contributions (or Qualified Matching Contributions) will
          be made to the Plan, the Entry Dates for purposes of Matching
          Contributions (or Qualified Matching Contributions, if applicable)
          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] The first day of the Plan Year and the first day of the
                         fourth, seventh and tenth months of the Plan Year.

          Option 3:  [ ] The first day of the Plan Year.

          Option 4:  [ ] Other (Specify)________________________________________

     3.   Employer Profit Sharing Contributions.

          The Entry Dates for purposes of Employer Profit Sharing Contributions
          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] The first day of the Plan Year and the first day of the
                         fourth, seventh and tenth months of the Plan Year.

          Option 3:  [ ] The first day of the Plan Year.

          Option 4:  [ ]Other (Specify)_________________________________________

          NOTE: If no option is selected for an item, Option 1 will be deemed to
          be selected for that item. Option 3 or Option 4 can be selected for an
          item 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.

<PAGE>

                    SECTION 5. METHOD OF DETERMINING SERVICE
                              Complete Parts 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, Plan 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.

                          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 15% 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.

<PAGE>

Part D. Ceasing Elective Deferrals:

          A Contributing Participant may prospectively revoke a salary reduction
          agreement to cease Elective Deferrals (Choose one):

          Option 1:  [ ] As of the first day of any payroll period.

          Option 2:  [ ] As of the first day of any month.

          Option 3:  [ ] As of the first day of any quarter.

          Option 4:  [ ] As of any Entry Date.

          Option 5:  [X] As of such times established by the Plan Administrator
                         in a uniform and nondiscriminatory manner.

          Option 6:  [ ] Other (Specify. Must be at least once per year.)
                         _________________________________________

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

Part E. 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 (Choose
          one):

          Option 1:  [ ] No sooner than as of the first day of the Plan Year.

          Option 2:  [ ] As of any subsequent Entry Date.

          Option 3:  [ ] As of the first day of any subsequent quarter.

          Option 4:  [X] As of such times established by the Plan Administrator
                         in a uniform and nondiscriminatory manner.

          Option 5:  [ ] Other (Specify. Must be at least once per year.)
          _______________________________________________

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

Part F. 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 (Choose one):

          Option 1:  [ ] As of the first day of any payroll period.

          Option 2:  [ ] As of the first day of any month.

          Option 3:  [ ] As of the first day of any quarter.

          Option 4:  [ ] As of any Entry Date.

          Option 5:  [X] As of such times established by the Plan Administrator
                         in a uniform and nondiscriminatory manner.

          Option 6:  [ ] Other (Specify)
          ____________________________________________________________________

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

Part G. 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.

Part H. One-Time Irrevocable Elections:

          May an Employee make a one-time irrevocable election, as described in
          Section 11.205 of the Plan, upon first becoming eligible to
          participate in the Plan to have the Employer make contributions to the
          Plan on such Employee's behalf'? (Choose one)

          Option 1:  [ ] Yes.

          Option 2:  [X] No.

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

<PAGE>

                        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:  [ ] 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:  [X] 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 _______% of
          such Contributing Participant's Compensation.

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:  [ ] No Additional Conditions.

          Option 2:  [X] Hours of Service Requirement. The Contributing
                         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 Contributing Participant's Death.

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

                         [X] The Contributing 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 Contributing Participant's Death.

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

                         [X] 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.

<PAGE>

                 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:  [X] Yes.

          Option 2:  [ ] 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:  [X] 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:  [X] 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.

                   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:  [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 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:  [X] 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.

<PAGE>

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:  [X] 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.

                     SECTION 10. ADP AND ACP TESTING OPTIONS

Part A. ACP Test and Elective Deferrals:

          Will Elective Deferrals under this Plan (and any other plan of the
          Employer, as provided by regulations) be taken into account, and
          included as Contribution Percentage Amounts for purposes of performing
          the Average Contribution Percentage (ACP) test? (Choose one):

          Option 1:  [X] No.

          Option 2:  [ ] Yes, in the following amounts (Choose one):

                         Suboption (a):  [ ] Only such Elective Deferrals that
                                             are needed to meet the Average
                                             Contribution Percentage test.

                         Suboption (b):  [ ] All Elective Deferrals.

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

Part B. ACP Test and Qualified Nonelective Contributions:

          Will Qualified Nonelective Contributions under this Plan (and any
          other plan of the Employer, as provided by regulations) be taken into
          account, and included as Contribution Percentage Amounts for purposes
          of performing the Average Contribution Percentage (ACP) test? (Choose
          one):

          Option 1:  [X] No.

          Option 2:  [ ] Yes, in the following amounts (Choose one):

                         Suboption (a):  [ ] Only such Qualified
                                             Nonelective Contributions that are
                                             needed to meet the Average
                                             Contribution Percentage test.

                         Suboption (b):  [ ] All Qualified Nonelective
                                             Contributions.

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

Part C. ADP Test and Qualified Matching Contributions:

             Will Qualified Matching Contributions under this Plan (or any other
             plan of the Employer, as provided by regulations) be taken into
             account as Elective Deferrals for purposes of calculating Actual
             Deferral Percentages when performing the Actual Deferral Percentage
             (ADP) test? (Choose one)

          Option 1:  [X] No.

          Option 2:  [ ] Yes, in the following amounts (Choose one):

                         Suboption (a):  [ ] Only such Qualified Matching
                                             Contributions that are needed to
                                             meet the ADP test.

                         Suboption (b):  [ ] All such Qualified Nonelective
                                             Contributions.

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

Part D. Correction of Aggregate Limit:

          If the Aggregate Limit described in Section 11.102 of the Plan is
          exceeded, the following adjustments will be made in accordance with
          Section 11 .402(B)(l) of the Plan (Choose one):

          Option 1:  [X] The ACP of Highly Compensated Employees will be
                         reduced.

          Option 2:  [ ] The ADP of Highly Compensated Employees will be
                         reduced.

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

<PAGE>

                SECTION 11. EMPLOYER FROFIT SHARING CONTRIBUTIONS
                            Complete Parts A, B and C

Part A. Contribution Formula (Choose one):

          Option 1:  [X] Discretionary Formula. For each Plan Year the
                         Employer will contribute an amount to be determined
                         from year to year.

          Option 2:  [ ] Fixed Formula. ______% of the Compensation of all
                         Qualifying Participants under the Plan for the Plan
                         Year.

          Option 3:  [ ] Fixed Percent of Profits Formula. _______________%
                         of the Employer's profits that are in excess of

          Option 4:  [ ] Frozen Plan. This Plan is frozen effective _______
                         and the Employer will not make additional contributions
                         to the Plan after such date.

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

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:  [ ] Flat Dollar Formula. Employer Profit Sharing
                         Contributions allocated to the Individual Accounts of
                         Qualifying Participants for each Plan Year shall be the
                         same dollar amount for each Qualifying Participant.

          Option 3:  [ ] Integrated Formula. Employer Profit Sharing
                         Contributions shall be allocated as follows (Stan 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 11, 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 11, Part B, Option 1.

                         The integration level shall be (Choose one):

                         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.

<PAGE>

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.

                            SECTION 12. COMPENSATION
                           Complete Parts A through E

Part A. Basic Definition:

     1.   Elective Deferrals.

          For purposes of Elective Deferrals, 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.

     2.   Matching Contributions.

          For purposes of Matching Contributions, 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.

     3.   Employer Profit Sharing Contributions.

          For purposes of Employer Profit Sharing Contributions, 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 for an item, Option 1 will be deemed to
          be selected for that item.

<PAGE>

                                    Addendum

          SECTION 11. EMPLOYER PROFIT SHARING CONTRIBUTIONS, continued


Edelbrock Corporation 401(k) Plan
Section 11,
Order of Funding

Edelbrock Corporation 401(k) Plan will fund Employer Match
Contributions if made first and then any Discretionary Contributions, if
any, will be funded with the remaining funds.


Authorization by Employer

Signature of Employer: /s/ Jeffrey L. Thompson   Title: Executive Vice President

Date Signed: March 9, 2001


<PAGE>

Part B. Measuring Period for Compensation:

     1.   Elective Deferrals.

          For purposes of Elective Deferrals, 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.

     2.   Matching Contributions.

          For purposes of Matching Contributions, 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.

     3.   Employer Profit Sharing Contributions.

          For purposes of Employer Profit Sharing Contributions, 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 for an item, Option 1 will be deemed to
          be selected for that item.

Part C. Inclusion of Elective Deferrals:

     1.   Elective Deferrals.

          For purposes 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 any of the
          following Sections of the Code? (Answer " Included" or "Excluded" for
          each of the following items.)

          Section 125 (cafeteria plans)              [X] Included  [ ] Excluded

          Section 402(e)(3) (401(k) plans) Included  [X] Included  [ ] Excluded

          402(h)(1)(B) (salary deferral SEP plans)   [X] Included  [ ] Excluded

          Section 403(b) (tax-sheltered plans)       [X] Included  [ ] Excluded

          NOTE: If a box is not checked for an item, "Included" will be deemed
          to be selected for that item.

     2.   Matching Contributions.

          For purposes of Matching Contributions, does Compensation include
          Employer Contributions made pursuant to a salary reduction agreement
          which are not includible in the gross income of the Employee under any
          of the following Sections of the Code? (Answer "Included" or "Excluded
          "for each of the following items.)

          Section 125 (cafeteria plans)              [X] Included  [ ] Excluded

          Section 402(e)(3) (401(k) plans) Included  [X] Included  [ ] Excluded

          402(h)(1)(B) (salary deferral SEP plans)   [X] Included  [ ] Excluded

          Section 403(b) (tax-sheltered plans)       [X] Included  [ ] Excluded

          NOTE: If a box is not checked for an item, "included" will be deemed
          to be selected for that item.

     3.   Employer Profit Sharing Contributions.

          For purposes of Employer Profit Sharing Contributions, does
          Compensation include Employer Contributions made pursuant to a salary
          reduction agreement which are not includible in the gross income of
          the Employee under any of the following Sections of the Code? (Answer
          "Included" or "Excluded "for each of the following items.)

          Section 125 (cafeteria plans)              [X] Included  [ ] Excluded

          Section 402(e)(3) (401(k) plans) Included  [X] Included  [ ] Excluded

          402(h)(1)(B) (salary deferral SEP plans)   [X] Included  [ ] Excluded

          Section 403(b) (tax-sheltered plans)       [X] Included  [ ] Excluded

          NOTE: If a box is not checked for an item, "Included" will be deemed
          to be selected for that item.

<PAGE>

Part D. Pre-Entry Date Compensation:

     1.   ADP and ACP Testing Purposes.

          For the Plan Year in which an Employee enters the Plan, the Employee's
          Compensation which shall be taken into account for purposes of Actual
          Deferral Percentage (ADP) and Actual Contribution Percentage (ACP)
          testing shall be (Choose one):

          Option 1:  [X] The Employee's Compensation only from the time the
                         Employee became a Participant in the Plan.

          Option 2:  [ ] The Employee's Compensation for the whole of such
                         Plan Year.

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

     2.   Other Purposes.

          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 (other than ADP or ACP testing) shall be (Choose one):

          Option 1:  [X] The Employee's Compensation only from the time the
                         Employee became a Participant in the Plan.

          Option 2:  [ ] The Employee's Compensation for the whole of such
                         Plan Year.

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

Part E. Exclusions From Compensation:

     1.   Elective Deferrals.

          For purposes of Elective Deferrals, Compensation shall not include the
          following (Check any that apply):

          [X]  Bonuses   [X] Commission

          [ ]  Overtime  [ ] Other (Specify) ___________________________________

          NOTE: No exclusions from Compensation are permitted if the integrated
          allocation formula in Section 11, Plan B is selected.

     2.   Matching Contributions.

          For purposes of Matching Contributions, Compensation shall not include
          the following (Check any that apply):

          [ ]  Bonuses   [X] Commission

          [ ]  Overtime  [ ] Other (Specify) ___________________________________

          NOTE: No exclusions from Compensation are permitted if the integrated
          allocation formula in Section 11, Plan B is selected.

     3.   Employer Profit Sharing Contributions.

          For purposes of Employer Profit Sharing Contributions, Compensation
          shall not include the following (Check any that apply):

          [ ]  Bonuses   [X] Commission

          [ ]  Overtime  [ ] Other (Specify) ___________________________________

          NOTE: No exclusions from Compensation are permitted if the integrated
          allocation formula in Section 11, Plan B is selected.


<PAGE>

--------------------------------------------------------------------------------
                       SECTION 13. VESTING AND FORFEITURES
                           Complete Plans A through H
--------------------------------------------------------------------------------

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 11 of the
        Adoption Agreement as follows (Choose one):

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------

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

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

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 [X]    Option 5 [ ] (Complete if Chosen)
-------------------------------------------------------------------------------------------------------------------
<S>               <C>             <C>             <C>               <C>
1                      0%              0%             100%              0%                   %
2                      0%             20%             100%              0%         __________%
3                      0%             40%             100%             20%         __________% (not less than 20%)
4                      0%             60%             100%             40%         __________% (not less than 40%)
5                    100%             80%             100%             60%         __________% (not less than 60%)
6                    100%            100%             100%             80%         __________% (not less than 80%)
7                    100%            100%             100%            100%         __________% (not less than 100%)
</TABLE>

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

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

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 13, Plan 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)
               An Affiliated Company

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.

<PAGE>

Part E. Fully Vested Under Certain Circumstances:

          Will a Participant be fully Vested under the following circumstances?
          (Answer "Yes" or "No" to each of the following items by checking the
          appropriate box)

          1.   The Participant dies.                            [X] Yes  [ ] No

          2.   The Participant incurs a Disability.             [X] Yes  [ ] No

          3.   The Participant satisfies the conditions for
               Early Retirement Age (if applicable).            [X] Yes  [ ] No

          NOTE: If a box is not checked for an item, "Yes" will be deemed to be
          selected for that item.

Part F. Allocation of Forfeitures of Employer Profit Sharing Contributions:

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

          Option 1:  [X] Allocated to the Individual Accounts of the
                         Participants specified below in the manner as described
                         in Section 11, Part B (for Employer Profit Sharing
                         Contributions). The Participants entitled to receive
                         allocations of such Forfeitures shall be (Choose one):

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

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

Part G. Allocation of Forfeitures of Matching Contributions:

          Forfeitures of Matching Contributions shall be (Choose one):

          Option 1:  [X] 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):  [X] 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:  [ ] 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):  [ ] 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.

<PAGE>

Part H. Allocation of Forfeitures of Excess Aggregate Contributions:

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

          Option 1:  [X] 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:  [ ] 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): For any Plan Year subsequent to the Plan
                         Year for which the Forfeitures arises.

          NOTE: If no option is selected, Option 2 and Suboption (a) will be
          deemed to be selected.

           SECTION 14. 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:  [ ] Age 65.

          Option 2:  [X] Age 59.5 (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.

Part B. Early Retirement Age (Choose one option):

          Option 1:  [ ] An Early Retirement Age is not applicable under the
                         Plan.

          Option 2:  [ ] Age (not less than 55 nor more than 65).

          Option 3:  [X] A Participant satisfies the Plan's Early Retirement
                         Age conditions by attaining age 55 (not less than 55)
                         and completing 7 Years of Vesting Service.

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

                            SECTION 15. DISTRIBUTIONS
                             Complete Plans A and B

Part A. Distributable Events. Answer each of the following items.

     1.   Termination of Employment Before Normal Retirement Age. May a
          Participant who has not reached Normal Retirement Age request a
          distribution from the Plan of that portion of the Participant's
          Individual Account attributable to the following types of
          contributions upon Termination of Employment?

               Elective Deferrals                      [X] Yes   No [ ]
               Matching Contributions (if made)        [X] Yes   No [ ]
               Employer Profit Sharing Contributions   [X] Yes   No [ ]

     2.   Disability. May a Participant who has incurred a Disability request a
          distribution from the Plan of that portion of the Participant's
          Individual Account attributable to the following types of
          contributions?

               Elective Deferrals                      [X] Yes   No [ ]
               Matching Contributions (if made)        [X] Yes   No [ ]
               Employer Profit Sharing Contributions   [X] Yes   No [ ]

<PAGE>

                                    Addendum

                       SECTION 15 DISTRIBUTIONS, continued

Edelbrock Corporation 401(k) Plan
Section 15,
Part A,
Distributable Events

Participants who were also participants in the Edelbrock Corporation ESOP and
Edelbrock Corporation MPP Plan ESOP will still be subject to pass through voting
rights and to have the right to take the distribution in stock

   Authorization by Employer

   Signature of Employer: /s/ Jeffrey L. Thompson    Title: Executive Vice
                                                            President

   Date Signed: March 9, 2001


<PAGE>

     3.   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 of that portion of the
          Participant's Individual Account attributable to the following types
          of contributions?

               Elective Deferrals                               [X] Yes  [ ] No

               Matching Contributions (if made)                 [X] Yes  [ ] No

               Employer Profit Sharing Contributions            [X] Yes  [ ] No

     4.   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

     5.   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

     6.   In-Service Withdrawals. Will Participants be permitted to request a
          distribution of that portion of the Participant's Individual Account
          attributable to the following types of contributions during service
          pursuant to Section 6.01(A)(3) of the Plan?

               Matching Contributions (if made)                 [ ] Yes  [X] No

               Employer Profit Sharing Contributions            [ ] Yes  [X] No

     7.   One-Time In-Service Withdrawal Option. Will the one-time in-service
          withdrawal provisions described in Section 6.01(A)(5) of the
          Plan apply to the following types of contributions? Matching
          Contributions (if made) Yes No Employer Profit Sharing
          Contributions                                         [ ] Yes  [X] No

          If the answer is "Yes," specify percentage that a Participant may
          withdraw: __________ %

     8.   Hardship Withdrawals. Will Participants be permitted to make hardship
          withdrawals of that portion of the Participant's Individual Account
          attributable to the following types of contributions pursuant to
          Section 6.01(A)(4) of the Plan?

               Matching Contributions (if made)                 [ ] Yes  [X] No

               Employer Profit Sharing Contributions            [ ] Yes  [X] No

     9.   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.

Part B. Timing of Distributions:

     1.   Termination of Employment. Where a Participant who is entitled to a
          distribution under the Plan has a Termination of Employment (for
          reasons other than death, Disability or attainment of Normal
          Retirement Age), distributions shall commence (Check one):

          Option (a):  [X] As soon as administratively feasible following the
                           date the Participant requests a distribution.

          Option (b):  [ ] As soon as administratively feasible following the
                           close of the Plan Year within which the Participant
                           requests a distribution.

          Option (c):  [ ] As soon as administratively feasible following the
                           close of the Plan Year within which the Participant
                           requests a distribution or the Participant incurs
                           (not more than 5) consecutive one-year Breaks in
                           Vesting Service, whichever is later.

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

<PAGE>

                                    Addendum

           SECTION 18. PARTICIPANT DIRECTION OF INVESTMENTS, continued

Edelbrock Corporation 401(k) Plan
Section 18,
Part C,
Accounts Subject to Participant Direction

Participant's who have obtained age 55 with at least ten years of service may
elect to have up to 25% of the ESOP account invested in other investments
available in the Plan. After the close of the sixth plan year, a participant may
direct the investment of up to 50% of the ESOP account


 Authorization by Employer

 Signature of Employer: /s/ Jeffrey L. Thompson  Title: Executive Vice President

 Date Signed: March 9, 2001

<PAGE>

     2.   Death, Disability or Attainment of Normal Retirement Age. Where a
          Participant dies, incurs a Disability or attains Normal Retirement
          Age, and a distributable event has occurred, distributions shall
          commence (Check one):

          Option (a):  [X] As soon as administratively feasible
                           following the date the Participant (or Beneficiary of
                           a deceased Participant) requests a distribution.

          Option (b):  [ ] As soon as administratively feasible following
                           the close of the Plan Year within which the
                           Participant (or Beneficiary of a deceased
                           Participant) requests a distribution.

          Option (c):  [ ] As soon as administratively feasible following
                           the close of the Plan Year within which the
                           Participant (or Beneficiary of a deceased
                           Participant) requests a distribution or the
                           Participant incurs ______ (not more than 5)
                           consecutive one-year Breaks in Vesting Service,
                           whichever is later.

          NOTE: if no option is selected, Option (a) will be deemed to be
          selected.

                     SECTION 16. 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  [X]

          Option 2: 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
16, Plan A is "No".) The survivor annuity portion of the Joint and Survivor
Annuity shall be a percentage equal to ______ (at least 50% but no more than
100%) of the amount paid to the Participant prior to his or her death.

                            SECTION 17. 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"

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?                                               [X] Yes  [ ] 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.

<PAGE>

                                    Addendum

                SECTION 16. JOINT AND SURVIVOR ANNUITY, continued


Edelbrock Corporation 401(k) Plan
Section 16,
Part A,


Edelbrock Corporation MPP Plan ESOP contributions will continue to be subject to
annuity distribution rules effective with the 04-01-2001 merger of the Edelbrock
Corporation Plans.

 Authorization by Employer

 Signature of Employer: /s/ Jeffrey L. Thompson  Title: Executive Vice President

 Date Signed: March 9, 2001

<PAGE>

                SECTION 18. PARTICIPANT DIRECTION OF INVESTMENTS

Part A. Authorization:

          Will Participants be permitted to direct the investment of their Plan
          assets pursuant to Section 5.14 of the Plan? (Choose one)

          Option 1:  [X] Yes.

          Option 2:  [ ] No.

          NOTE: If no option is selected, Option 2 will be deemed to be
          selected. Complete the remainder of Section 18 only if Option 1 is
          selected.

Part B. Investment Options:

        Participants can direct the investment of their Plan assets among the
        following investments (Choose one):

          Option 1:  [X] Only those investment options designated by the Plan
                         Administrator or other fiduciary.

          Option 2:  [ ] Any allowable investment.

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

Part C. Accounts Subject to Participant Direction:

          Participants can direct the following portions of their Individual
          Accounts (Choose one):

          Option 1:  [ ] Those accounts that the Plan Administrator may
                         designate from time to time in a uniform and
                         nondiscriminatory manner.

          Option 2:  [X] Entire Individual Account.

          Option 3:  [ ] The following accounts (Check all that apply):
                     [ ] Elective Deferral Account.
                     [ ] Matching Contribution Account.
                     [ ] Employer Profit Sharing Account.
                     [ ] Rollover Contribution Account.
                     [ ] Transfer Contribution Account.
                     [ ] Other (Specify) _______________________________________

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

Part D. Frequency of Investment Changes:

          Participants may make changes to the investments within their
          Individual Accounts with the following frequency (Choose one):

          Option 1:  [ ] In accordance with uniform and nondiscriminatory
                         rules established by the Plan Administrator or other
                         fiduciary.

          Option 2:  [X] Daily.

          Option 3:  [ ] Monthly.

          Option 4:  [ ] Quarterly.

          Option 5:  [ ] Other (Specify) _______________________________________

          NOTE: If no option is selected, Option 1 will be deemed to be
          selected. Also note that the Plan's Valuation Dates must be at least
          as often as the frequency chosen here.


<PAGE>

                      SECTION 19. MISCELLANEOUS DEFINITIONS
                             Complete Parts A and B

Part A. Valuation Date:

The Plan Valuation Date shall be (Choose one):

          Option 1:  [ ] 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.

          Option 2:  [X] Daily.

          Option 3:  [ ] The last day of each Plan quarter.

          Option 4:  [ ] The last day of each month.

          Option 5:  [ ] Other (Specify)________________________________________

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

Part B. Disability:

          For purposes of this Plan, Disability shall mean (Choose one):

          Option 1:  [X] 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.

          Option 2:  [ ] The inability to engage in any substantial, gainful
                         activity in the Employee's trade or profession for
                         which the Employee is best qualified through training
                         or experience.

          Option 3:  [ ] Other (Specify) _______________________________________

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

                      SECTION 20. 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)(l) 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.)

<PAGE>

                          SECTION 21. TOP-HEAVY MINIMUM
                           Complete Parts A B C and D

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 3.0 1(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. Participants Entitled To Receive Minimum Allocation:

          Any minimum allocation required pursuant to Section 3.01(E) of the
          Plan shall be allocated to the Individual Accounts of (Choose one):

          Option 1:  [X] Only Participants who are not Key Employees.

          Option 2:  [ ] All Participants.

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

Part C. Top-Heavy Ratio:

          For purposes of establishing the present value of benefits under a
          defined benefit plan to compute the top-heavy ratio as described in
          Section 10.08(C) of the Plan, any benefit shall be discounted only for
          mortality and interest based on the following (Choose one):

          Option 1:  [X] Not applicable because the Employer has not
                         maintained a defined benefit plan.

          Option 2:  [ ] The interest rate and mortality table specified for
                         this purpose in the defined benefit plan.

          Option 3:  [ ] Interest rate of ______% and the following mortality
                         table (Specify)

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

Part D. 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:  [X] 6 Year Graded.

          Option 2:  [ ] 3 Year Cliff.

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


                          SECTION 22. PROTOTYPE SPONSOR

Name of Prototype Sponsor John Hancock Funds, Inc.

Address 101 Huntington Avenue, Boston, MA 02199

Telephone Number 800-544-3577

Permissible Investments

The assets of the Plan shall be invested only in those investments described
below (To be completed by the Prototype Sponsor):

The permissible investments shall be determined by the Employer. The Employer
reserves the right to change investment options at any given time.

<PAGE>

                        SECTION 23. TRUSTEE OR CUSTODIAN

Option A:   [ ] Financial Organization as Trustee or Custodian

Check One:  [ ] Custodian,  [ ] Trustee without full trust powers, or
            [ ] Trustee with full trust powers

Financial Organization _________________________________________________________

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).
________________________________________________________________________________

Option B:  [X] Individual Trustee(s)

Signature   /s/ Christina Edelbrock           Signature  /s/ Wayne Murray
          --------------------------------             -------------------------
Type Name Christina Edelbrock                 Type Name Wayne Murray

Signature  /s/ Timothy Pettit                 Signature
          --------------------------------              ------------------------
Type Name Tim Pettit                          Type Name
                                                        ------------------------

                              SECTION 24. 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 25 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/ Jeffrey L. Thompson   Date March 9, 2001
                       -------------------------
Type Name Jeffrey L. Thompson                     Title Executive Vice President

<PAGE>

                        RETIREMENT PLAN REGISTRATION FORM

John Hancock Signature Services Inc. (John Hancock), is required to maintain
records of all clients who establish qualified retirement plans using the
prototype document sponsored by John Hancock Funds Inc. Therefore, it is
critical that each client complete this Retirement Plan Registration Form and
forward it along with the completed Adoption Agreement to John Hancock. Upon
receipt of all registration materials, we will forward a copy of the favorable
Opinion Letter issued by the Internal Revenue Service for the prototype document
adopted. In the event of future changes to our prototype documents, John Hancock
will notify each client through records established from this Retirement Plan
Registration Form.

In addition, the Retirement Plan Registration Form must be completed for all new
plans amending and restating to any John Hancock Funds Inc., prototype document.

    Please print or type the following information:
I.  Plan Name: Edelbrock Corporation 401(k) Plan
    Employer: Edelbrock Corporation
    Address: 2700 California Street, Torrance, CA 90503
    Phone #: 310-781-2222

II. Prototype mailings, amendments, etc., should be sent to:

    Name:          Christina Edelbrock
    Address:       2700 California Street, Torrance, CA 90503
    Phone #:       310-781-2222
    Relationship:  [X] Trustee       [ ] Broker        [ ] Other: ______________

    Name:          Wayne Murray
    Address:       2700 California Street, Torrance, CA 90503
    Phone #:       310-781-2222
    Relationship:  [X] Trustee       [ ] Broker        [ ] Other: ______________

    Name:          Timothy Pettit
    Address:       2700 California Street, Torrance, CA 90503
    Phone #:       310-781-2222
    Relationship:  [X] Trustee       [ ] Broker        [ ] Other: ______________

III. The Employer adopting this document will only be considered to have adopted
     this prototype plan if this Retirement Plan Registration Form is
     countersigned by an authorized representative of John Hancock. Any employer
     using this document without proper countersignature will be considered to
     have an individually designed plan. The countersignature of this Retirement
     Plan Registration Form does not entitle the employer to any administrative
     services. Such administrative services may only be provided pursuant to the
     Administrative Services Agreement.

     I understand that neither John Hancock nor its representatives can assume
     responsibility for the administration, or the legal and tax implications of
     adopting this plan. I also understand that John Hancock will register the
     plan under its prototype program and will furnish amendments as required to
     keep the plan in compliance with applicable law.


                                                        /s/ Jeffrey L. Thompson
                                                        ------------------------
                                                                  Name

        March 9, 2001                                   Executive Vice President
     -----------------                                  ------------------------
           Date                                                   Title


         Agreed to and accepted by John Hancock Signature Services, Inc.:

                                                        /s/ Stephen A. Doherty
                                                        ------------------------
                                                                  Name

     February 27, 2001                                  /s/ Technical Consultant
     -----------------                                  ------------------------
           Date                                                   Title

<PAGE>
                                 AMENDMENT NO. 1

                                     TO THE

                        EDELBROCK CORPORATION 401(K) PLAN

                  WHEREAS, Edelbrock Corporation (the "Company") sponsors and
maintains the Edelbrock Corporation 401(k) Plan, as amended and restated
effective April 2, 2001 (the "Plan"); and

                  WHEREAS, the Company has reserved the right to amend such
Plan; and

                  WHEREAS, the Company desires to amend the Plan, as embodied in
the UPI Comprehensive Nonstandardized Safe Harbor 401(k) Profit Sharing Plan
Adoption Agreement ("Adoption Agreement"), to correct certain clerical errors
therein, effective as of April 2, 2001 (the "Effective Date");

                  NOW, THEREFORE, the Plan is hereby amended, effective as of
the Effective Date, as follows:

1. Part E of Section 12 of the Adoption Agreement is hereby amended to read as
   follows:

             "PART E.      EXCLUSIONS FROM COMPENSATION:

                           1.       ELECTIVE DEFERRALS.

                                    For purposes of Elective Deferrals,
                                    Compensation shall not include the following
                                    (Check any that apply):

                                    [X] Bonuses [X] Commissions

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

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

                                    NOTE: No exclusions from Compensation are
                                    permitted if the integrated allocation
                                    formula in Section 11, Part B is selected.

                           2.       MATCHING CONTRIBUTIONS

                                    For purposes of Matching Contributions,
                                    Compensation shall not include the following
                                    (Check any that apply):

                                    [ ] Bonuses  [X] Commissions

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

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


<PAGE>

                                    NOTE: No exclusions from Compensation are
                                    permitted if the integrated allocation
                                    formula in Section 11, Part B is selected.

                           3.       EMPLOYER PROFIT SHARING CONTRIBUTIONS.

                                    For purposes of Employer Profit Sharing
                                    Contributions, Compensation shall not
                                    include the following (Check any that
                                    apply):

                                    [ ] Bonuses    [X] Commissions

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

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

                                    NOTE: No exclusions from Compensation are
                                    permitted if the integrated allocation
                                    formula in Section 11, Part B is selected."

2. Section 18 of the Adoption Agreement is hereby amended by deleting the
   Addendum thereto, as it appears on page 18-A of the Adoption Agreement.

3. Section 19 of the Adoption Agreement is hereby amended by deleting the
   Addendum thereto, as it appears on page 19-A of the Adoption Agreement.


         Dated this 2nd day of April, 2002.

                                                   EDELBROCK CORPORATION



                                                   By:  \s\ Jeffrey L. Thompson
                                                      --------------------------
                                                        Executive Vice President

ACKNOWLEDGED:

BISYS RETIREMENT SERVICES



By:  \s\ Greg Bennett
   -------------------
     Manager


                                       -2-