<PAGE>
                                                                   EXHIBIT 10.28

                                THE CORPORATEPLAN
                               FOR RETIREMENT(SM)


                          (PROFIT SHARING/401(K) PLAN)

                            A FIDELITY PROTOTYPE PLAN


                   NON-STANDARDIZED ADOPTION AGREEMENT NO. 001
                                  FOR USE WITH
                       FIDELITY BASIC PLAN DOCUMENT NO. 02




Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan


                               (C) 2001 FMR Corp.
                              All rights reserved.


<PAGE>
                                                                   EXHIBIT 10.28


                               ADOPTION AGREEMENT
                                    ARTICLE 1
                   NON-STANDARDIZED PROFIT SHARING/401(K) PLAN


1.01     PLAN INFORMATION

         (a)      NAME OF PLAN:

                  This is the Thousand Trails, Inc. Employees Savings Trust (the
                  "Plan")

         (b)      TYPE OF PLAN:

                  (1)      [ ]      401(k) Only

                  (2)      [X]      401(k) and Profit Sharing

                  (3)      [ ]      Profit Sharing Only

         (c)      ADMINISTRATOR NAME (IF NOT THE EMPLOYER):

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

                  Address:
                                     -------------------------------------------


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

                  Telephone Number:
                                     -------------------------------------------

                  The Administrator is the agent for service of legal process
                  for the Plan.

         (d)      PLAN YEAR END (month/day): 12/31

         (e)      THREE DIGIT PLAN NUMBER:  001

         (f)      LIMITATION YEAR (check one):

                  (1)      [ ]      Calendar Year

                  (2)      [X]      Plan Year

                  (3)      [ ]      Other:
                                           -------------------------------------

         (g)      PLAN STATUS (check appropriate box(es)):

                  (1)      [ ]      New Plan Effective Date:
                                                            --------------------

                  (2)      [X]      Amendment Effective Date: 7/1/2002




Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001


                               (C) 2001 FMR Corp.
                              All rights reserved.


                                       1
<PAGE>
                                                                   EXHIBIT 10.28


                           This is (check one):

                           (A)      [ ]     an amendment and restatement of a
                                            Basic Plan Document No. 02 Adoption
                                            Agreement previously executed by the
                                            Employer; or

                           (B)      [X]     a conversion to a Basic Plan
                                            Document No. 02 Adoption Agreement.

                                    The original effective date of the Plan:
                                    7/1/1994

                  (3)      [ ]      This is an amendment and restatement of the
                                    Plan and the Plan was not amended prior to
                                    the effective date specified in Subsection
                                    1.01(g)(2) above to comply with the
                                    requirements of the Acts specified in the
                                    Snap Off Addendum to the Adoption Agreement.
                                    The provisions specified in the Snap Off
                                    Addendum are effective as of the dates
                                    specified in the Snap Off Addendum, which
                                    dates may be prior to the Amendment
                                    Effective Date. Please read and complete, if
                                    necessary, the Snap Off Addendum to the
                                    Adoption Agreement.

                  (4)      [ ]      SPECIAL EFFECTIVE DATES - Certain
                                    provisions of the Plan shall be effective as
                                    of a date other than the date specified
                                    above. Please complete the Special Effective
                                    Dates Addendum to the Adoption Agreement
                                    indicating the affected provisions and their
                                    effective dates.

                  (5)      [ ]      PLAN MERGER EFFECTIVE DATES. Certain plan(s)
                                    were merged into the Plan and certain
                                    provisions of the Plan are effective with
                                    respect to the merged plan(s) as of a date
                                    other than the date specified above. Please
                                    complete the Special Effective Dates
                                    Addendum to the Adoption Agreement
                                    indicating the plan(s) that have merged into
                                    the Plan and the effective date(s) of such
                                    merger(s).

1.02     EMPLOYER

        (a)      EMPLOYER NAME:               Thousand Trails, Inc.
                                              ----------------------------------

                  Address:                    2711 LBJ Freeway
                                              Suite 200
                                              ----------------------------------

                                              Dallas, TX 75234
                                              ----------------------------------

                  Contact's Name:             Mr. David McCrum
                                              ----------------------------------

                  Telephone Number:           (972) 488-5120
                                              ----------------------------------

                 (1)      Employer's Tax Identification Number:   75-2138674
                                                                  --------------

                 (2)      Employer's fiscal year end:    6/30
                                                         -----------------------

                 (3)      Date business commenced:       1/1/1969
                                                         -----------------------

         (b)      THE TERM "EMPLOYER" INCLUDES THE FOLLOWING RELATED EMPLOYER(S)
                  (AS DEFINED IN SUBSECTION 2.01(rr)) (list each participating
                  Related Employer and its Employer Tax Identification Number):

<Table>
<Caption>

                  Employer:                                       Tax ID:          Designation:
                  ---------                                       -------          ------------
<S>                                                               <C>              <C>
                  Thousand Trails, Inc.                           75-2138671       Related (controlled group)
                  Carolina Landing Corporation                    64-0671029       Related (controlled group)
</Table>



Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001
                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       2
<PAGE>
                                                                   EXHIBIT 10.28

<Table>
<S>                                                               <C>              <C>

                  Cherokee Landing Corporation                    64-0671030       Related (controlled group)
                  Dixie Resort Corporation                        64-0443811       Related (controlled group)
                  Natchez Trace Wilderness Preserve Corporation   64-0661551       Related (controlled group)
                  Recreation Properties, Inc.                     64-0584108       Related (controlled group)
                  Western Fun Corporation                         64-0507825       Related (controlled group)
                  Thousand Trails Management Services, Inc        88-0291374       Related (controlled group)
                  Resort Parks International, Inc                 64-0605155       Related (controlled group)
                  National American Corporation                   64-0511406       Related (controlled group)
                  Leisure Time Resorts of America, Inc            91-1245505       Related (controlled group)
</Table>

1.03     TRUSTEE

         (a)      TRUSTEE NAME:     Fidelity Management Trust Company
                  Address:          82 Devonshire Street
                                    Boston, MA 02109

1.04     COVERAGE

         ALL EMPLOYEES WHO MEET THE CONDITIONS SPECIFIED BELOW SHALL BE ELIGIBLE
         TO PARTICIPATE IN THE PLAN:

         (a)      AGE REQUIREMENT (check one):

                  (1)      [ ]      no age requirement.

                  (2)      [X]      must have attained age:  21.0 (NOT TO EXCEED
                                    21).

         (b)      ELIGIBILITY SERVICE REQUIREMENT

                  (1)      ELIGIBILITY TO PARTICIPATE IN PLAN (check one):

                           (A)      [ ]     no Eligibility Service requirement.

                           (B)      [ ]     _______ (NOT TO EXCEED 11) months of
                                            Eligibility Service requirement (no
                                            minimum number Hours of Service can
                                            be required).

                           (C)      [X]     one year of Eligibility Service
                                            requirement (at least 1,000 Hours of
                                            Service are required during the
                                            Eligibility Computation Period).

                           (D)      [ ]     two years of Eligibility Service
                                            requirement (at least 1,000 Hours of
                                            Service are required during each
                                            Eligibility Computation Period). (DO
                                            NOT SELECT IF OPTION 1.01(b)(1),
                                            401(k) ONLY, IS CHECKED, UNLESS A
                                            DIFFERENT ELIGIBILITY SERVICE
                                            REQUIREMENT APPLIES TO DEFERRAL
                                            CONTRIBUTIONS UNDER OPTION
                                            1.04(b)(2).)

                                    NOTE: If the Employer selects the two year
                                    Eligibility Service requirement, then
                                    contributions subject to such Eligibility
                                    Service requirement must be 100% vested when
                                    made.


Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.


                                       3
<PAGE>
                                                                   EXHIBIT 10.28


                  (2)      [ ]      SPECIAL ELIGIBILITY SERVICE REQUIREMENT FOR
                                    DEFERRAL CONTRIBUTIONS AND/OR MATCHING
                                    EMPLOYER CONTRIBUTIONS:

                           (A)      The special Eligibility Service requirement
                                    applies to (check the appropriate box(es)):

                                    (i)     [ ]      Deferral Contributions.

                                    (ii)    [ ]      Matching Employer
                                                     Contributions.


                           (B)      The special Eligibility Service requirement
                                    is: ______ (Fill in (A), (B), or (C) from
                                    Subsection 1.04(b)(1) above).

         (c)      ELIGIBLE CLASS OF EMPLOYEES (check one):

                  NOTE: The Plan may not cover employees who are residents of
                  Puerto Rico. These employees are automatically excluded from
                  the eligible class, regardless of the Employer's selection
                  under this Subsection 1.04(c).

                  (1)      [ ]      includes all Employees of the Employer.

                  (2)      [X]      includes all Employees of the Employer
                                    except for (check the appropriate box(es)):

                           (A)      [ ]     employees covered by a collective
                                            bargaining agreement.

                           (B)      [ ]     Highly Compensated Employees as
                                            defined in Code Section 414(q).

                           (C)      [X]     Leased Employees as defined in
                                            Subsection 2.01(cc).

                           (D)      [ ]     nonresident aliens who do not
                                            receive any earned income from the
                                            Employer which constitutes United
                                            States source income.

                           (E)      [X]     other: Independent Contractors

                                    NOTE: The Employer should exercise caution
                                    when excluding employees from participation
                                    in the Plan. Exclusion of employees may
                                    adversely affect the Plan's satisfaction of
                                    the minimum coverage requirements, as
                                    provided in Code Section 410(b).

         (d)      THE ENTRY DATES SHALL BE (check one):

                  (1)      [ ]      immediate upon meeting the eligibility
                                    requirements specified in Subsections
                                    1.04(a), (b), and (c).

                  (2)      [ ]      the first day of each Plan Year and the
                                    first day of the seventh month of each Plan
                                    Year.

                  (3)      [X]      the first day of each Plan Year and the
                                    first day of the fourth, seventh, and tenth
                                    months of each Plan Year.


Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.


                                       4
<PAGE>
                                                                   EXHIBIT 10.28


                  (4)      [ ]      the first day of each month.

                  (5)      [ ]      the first day of each Plan Year. (DO NOT
                                    SELECT IF THERE IS AN ELIGIBILITY SERVICE
                                    REQUIREMENT OF MORE THAN SIX MONTHS IN
                                    SUBSECTION 1.04(b) OR IF THERE IS AN AGE
                                    REQUIREMENT OF MORE THAN 20 1/2 IN
                                    SUBSECTION 1.04(a).)

         (e)      [ ]      SPECIAL ENTRY DATE(S) - In addition to the Entry
                           Dates specified in Subsection 1.04(d) above, the
                           following special Entry Date(s) apply for Deferral
                           and/or Matching Employer Contributions. (SPECIAL
                           ENTRY DATES MAY ONLY BE SELECTED IF OPTION
                           1.04(b)(2), SPECIAL ELIGIBILITY SERVICE REQUIREMENT,
                           IS CHECKED. THE SAME ENTRY DATES MUST BE SELECTED FOR
                           CONTRIBUTIONS THAT ARE SUBJECT TO THE SAME
                           ELIGIBILITY SERVICE REQUIREMENTS.)

                  (1)      The special Entry Date(s) shall apply to (check the
                           appropriate box(es)):

                           (A)      [ ]     Deferral Contributions.

                           (B)      [ ]     Matching Employer Contributions.

                  (2)      The special Entry Date(s) shall be: ___ (Fill in (1),
                           (2), (3), (4), or (5) from Subsection 1.04(d) above).

         (f)      DATE OF INITIAL PARTICIPATION - An Employee shall become a
                  Participant unless excluded by Subsection 1.04(c) above on the
                  Entry Date immediately following the date the Employee
                  completes the service and age requirement(s) in Subsections
                  1.04(a) and (b), if any, except (check one):

                  (1)      [X]      no exceptions.

                  (2)      [ ]      Employees employed on the Effective Date in
                                    Subsection 1.01(g)(1) or (2) shall become
                                    Participants on that date.

                  (3)      [ ]      Employees who meet the age and service
                                    requirement(s) of Subsections 1.04(a) and
                                    (b) on the Effective Date in Subsection
                                    1.01(g)(1) or (2) shall become Participants
                                    on that date.

1.05     COMPENSATION

         COMPENSATION FOR PURPOSES OF DETERMINING CONTRIBUTIONS SHALL BE AS
         DEFINED IN SECTION 5.02, MODIFIED AS PROVIDED BELOW.

         (a)      COMPENSATION EXCLUSIONS: Compensation shall exclude the
                  item(s) listed below for purposes of determining Deferral
                  Contributions, Employee Contributions, if any, and Qualified
                  Nonelective Employer Contributions, or, if Subsection
                  1.01(b)(3), Profit Sharing Only, is selected, Nonelective
                  Employer Contributions. Unless otherwise indicated in
                  Subsection 1.05(b), these exclusions shall also apply in
                  determining all other Employer-provided contributions. (Check
                  the appropriate box(es); Options (2), (3), (4), (5), and (6)
                  may not be elected with respect to Deferral Contributions if
                  Option 1.10(a)(3), Safe Harbor Matching Employer
                  Contributions, is checked):

                  (1)      [X]      No exclusions.

                  (2)      [ ]      Overtime Pay.

Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.


                                       5
<PAGE>
                                                                   EXHIBIT 10.28


                  (3)      [ ]      Bonuses.

                  (4)      [ ]      Commissions.

                  (5)      [ ]      The value of a qualified or a non-qualified
                                    stock option granted to an Employee by the
                                    Employer to the extent such value is
                                    includable in the Employee's taxable income.

                  (6)      [ ]      Severance Pay.

         (b)      SPECIAL COMPENSATION EXCLUSIONS FOR DETERMINING
                  EMPLOYER-PROVIDED CONTRIBUTIONS IN ARTICLE 5 (either (1) or
                  (2) may be selected, but not both):

                  (1)      [ ]      Compensation for purposes of determining
                                    Matching, Qualified Matching, and
                                    Nonelective Employer Contributions shall
                                    exclude: ____ (Fill in number(s) for item(s)
                                    from Subsection 1.05(a) above that apply.)

                  (2)      [ ]      Compensation for purposes of determining
                                    Nonelective Employer Contributions only
                                    shall exclude: ____ (Fill in number(s) for
                                    item(s) from Subsection 1.05(a) above that
                                    apply.)

                           NOTE: If the Employer selects Option (2), (3), (4),
                           (5), or (6) with respect to Nonelective Employer
                           Contributions, Compensation must be tested to show
                           that it meets the requirements of Code Section 414(s)
                           or 401(a)(4). These exclusions shall not apply for
                           purposes of the "Top Heavy" requirements in Section
                           15.03, for allocating safe harbor Matching Employer
                           Contributions if Subsection 1.10(a)(3) is selected,
                           for allocating safe harbor Nonelective Employer
                           Contributions if Subsection 1.11(a)(3) is selected,
                           or for allocating non-safe harbor Nonelective
                           Employer Contributions if the Integrated Formula is
                           elected in Subsection 1.11(b)(2).

         (c)      COMPENSATION FOR THE FIRST YEAR OF PARTICIPATION -
                  Contributions for the Plan Year in which an Employee first
                  becomes a Participant shall be determined based on the
                  Employee's Compensation (check one):

                  (1)      [ ]      for the entire Plan Year.

                  (2)      [X]      for the portion of the Plan Year in which
                                    the Employee is eligible to participate in
                                    the Plan.

                           NOTE: If the initial Plan Year of a new Plan consists
                           of fewer than 12 months from the Effective Date in
                           Subsection 1.01(g)(1) through the end of the initial
                           Plan Year, Compensation for purposes of determining
                           the amount of contributions, other than non-safe
                           harbor Nonelective Employer Contributions, under the
                           Plan shall be the period from such Effective Date
                           through the end of the initial year. However, for
                           purposes of determining the amount of non-safe harbor
                           Nonelective Employer Contributions and for other Plan
                           purposes, where appropriate, the full
                           12-consecutive-month period ending on the last day of
                           the initial Plan Year shall be used.

1.06     TESTING RULES

         (a)      ADP/ACP PRESENT TESTING METHOD - The testing method for
                  purposes of applying the "ADP" and "ACP" tests described in
                  Sections 6.03 and 6.06 of the Plan shall be the (check one):


Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.


                                       6
<PAGE>
                                                                   EXHIBIT 10.28

                  (1)      [X]      CURRENT YEAR TESTING METHOD - The "ADP"
                                    or "ACP" of Highly Compensated Employees for
                                    the Plan Year shall be compared to the "ADP"
                                    or "ACP" of Non-Highly Compensated Employees
                                    for the same Plan Year. (MUST CHOOSE IF
                                    OPTION 1.10(a)(3), SAFE HARBOR MATCHING
                                    EMPLOYER CONTRIBUTIONS, OR OPTION
                                    1.11(a)(3), SAFE HARBOR FORMULA, WITH
                                    RESPECT TO NONELECTIVE EMPLOYER
                                    CONTRIBUTIONS IS CHECKED.)

                  (2)      [ ]      PRIOR YEAR TESTING METHOD - The "ADP" or
                                    "ACP" of Highly Compensated Employees for
                                    the Plan Year shall be compared to the "ADP"
                                    or "ACP" of Non-Highly Compensated Employees
                                    for the immediately preceding Plan Year. (DO
                                    NOT CHOOSE IF OPTION 1.10(a)(3), SAFE HARBOR
                                    MATCHING EMPLOYER CONTRIBUTIONS, OR OPTION
                                    1.11(a)(3), SAFE HARBOR FORMULA, WITH
                                    RESPECT TO NONELECTIVE EMPLOYER
                                    CONTRIBUTIONS IS CHECKED.)

                  (3)      [ ]      Not applicable. (ONLY IF OPTION 1.01(b)(3),
                                    PROFIT SHARING ONLY, IS CHECKED OR OPTION
                                    1.04(c)(2)(B), EXCLUDING ALL HIGHLY
                                    COMPENSATED EMPLOYEES FROM THE ELIGIBLE
                                    CLASS OF EMPLOYEES, IS CHECKED.)

                  NOTE: Restrictions apply on elections to change testing
                  methods that are made after the end of the GUST remedial
                  amendment period.

         (b)      FIRST YEAR TESTING METHOD - If the first Plan Year that the
                  Plan, other than a successor plan, permits Deferral
                  Contributions or provides for either Employee or Matching
                  Employer Contributions, occurs on or after the Effective Date
                  specified in Subsection 1.01(g), the "ADP" and/or "ACP" test
                  for such first Plan Year shall be applied using the actual
                  "ADP" and/or "ACP" of Non-Highly Compensated Employees for
                  such first Plan Year, unless otherwise provided below.

                  (1)      [ ]      The "ADP" and/or "ACP" test for the first
                                    Plan Year that the Plan permits Deferral
                                    Contributions or provides for either
                                    Employee or Matching Employer Contributions
                                    shall be applied assuming a 3% "ADP" and/or
                                    "ACP" for Non-Highly Compensated Employees.
                                    (DO NOT CHOOSE UNLESS PLAN USES PRIOR YEAR
                                    TESTING METHOD DESCRIBED IN SUBSECTION
                                    1.06(a)(2).)

         (c)      HCE DETERMINATIONS: LOOK BACK YEAR - The look back year for
                  purposes of determining which Employees are Highly Compensated
                  Employees shall be the 12-consecutive-month period preceding
                  the Plan Year, unless otherwise provided below.

                  (1)      [ ]      CALENDAR YEAR DETERMINATION - The look
                                    back year shall be the calendar year
                                    beginning within the preceding Plan Year.
                                    (DO NOT CHOOSE IF THE PLAN YEAR IS THE
                                    CALENDAR YEAR.)

         (d)      HCE DETERMINATIONS: TOP PAID GROUP ELECTION - All Employees
                  with Compensation exceeding $80,000 (as indexed) shall be
                  considered Highly Compensated Employees, unless Top Paid Group
                  Election below is checked.

                  (1)      [ ]      TOP PAID GROUP ELECTION - Employees with
                                    Compensation exceeding $80,000 (as indexed)
                                    shall be considered Highly Compensated
                                    Employees only if they are in the top paid
                                    group (the top 20% of Employees ranked by
                                    Compensation).

                  NOTE: Effective for determination years beginning on or after
                  January 1, 1998, if the Employer elects Option 1.06(c)(1)
                  and/or 1.06(d)(1), such election(s) must apply consistently to
                  all retirement plans of the Employer for determination years
                  that begin with or within the same calendar year (except that
                  Option 1.06(c)(1), Calendar Year Determination, shall not
                  apply to calendar year plans).



Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       7

<PAGE>
                                                                   EXHIBIT 10.28

1.07     DEFERRAL CONTRIBUTIONS

         (a)     [X]       DEFERRAL CONTRIBUTIONS - Participants may elect to
                           have a portion of their Compensation contributed to
                           the Plan on a before-tax basis pursuant to Code
                           Section 401(k).

                 (1)       REGULAR CONTRIBUTIONS - The Employer shall make a
                           Deferral Contribution in accordance with Section 5.03
                           on behalf of each Participant who has an executed
                           salary reduction agreement in effect with the
                           Employer for the payroll period in question, not to
                           exceed 60% of Compensation for that period.

                           NOTE: For Limitation Years beginning prior to 2002,
                           the percentage elected above must be less than 25% in
                           order to satisfy the limitation on annual additions
                           under Code Section 415 if other types of
                           contributions are provided under the Plan.

                           (A)     [ ]      Instead of specifying a percentage
                                            of Compensation, a Participant's
                                            salary reduction agreement may
                                            specify a dollar amount to be
                                            contributed each payroll period,
                                            provided such dollar amount does not
                                            exceed the maximum percentage of
                                            Compensation specified in Subsection
                                            1.07(a)(1) above.

                           (B)      A Participant may increase or decrease, on a
                                    prospective basis, his salary reduction
                                    agreement percentage (check one):

                                    (i)     [ ]      as of the beginning of each
                                                     payroll period.

                                    (ii)    [ ]      as of the first day of each
                                                     month.

                                    (iii)   [X]      as of the next Entry
                                                     Date. (DO NOT SELECT IF
                                                     IMMEDIATE ENTRY IS ELECTED
                                                     WITH RESPECT TO DEFERRAL
                                                     CONTRIBUTIONS IN SUBSECTION
                                                     1.04(d) OR 1.04(e).)

                                    (iv)    [ ]      other. (Specify, but must
                                                     be at least once per Plan
                                                     Year)

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

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

                                    NOTE: Notwithstanding the Employer's
                                    election hereunder, if Option 1.10(a)(3),
                                    Safe Harbor Matching Employer Contributions,
                                    or 1.11(a)(3), Safe Harbor Formula, with
                                    respect to Nonelective Employer
                                    Contributions is checked, the Plan provides
                                    that an Active Participant may change his
                                    salary reduction agreement percentage for
                                    the Plan Year within a reasonable period
                                    (not fewer than 30 days) of receiving the
                                    notice described in Section 6.10.

                           (C)      A Participant may revoke, on a prospective
                                    basis, a salary reduction agreement at any
                                    time upon proper notice to the Administrator
                                    but in such case may not file a new salary
                                    reduction agreement until (check one):

                                    (i)     [ ]      the first day of the next
                                                     Plan Year.

                                    (ii)    [X]      any subsequent Entry Date.
                                                     (DO NOT SELECT IF IMMEDIATE
                                                     ENTRY IS ELECTED WITH
                                                     RESPECT TO DEFERRAL
                                                     CONTRIBUTIONS IN SUBSECTION
                                                     1.04(d) OR 1.04(e).)

Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       8

<PAGE>
                                                                   EXHIBIT 10.28

                                    (iii)   [ ]      other. (Specify, but must
                                                     be at least once per Plan
                                                     Year)

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

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

                  (2)      [X]      ADDITIONAL DEFERRAL CONTRIBUTIONS - The
                                    Employer may allow Participants upon proper
                                    notice and approval to enter into a special
                                    salary reduction agreement to make
                                    additional Deferral Contributions in an
                                    amount up to 100% of their Compensation for
                                    the payroll period(s) designated by the
                                    Employer.

                  (3)      [X]      BONUS CONTRIBUTIONS - The Employer may allow
                                    Participants upon proper notice and approval
                                    to enter into a special salary reduction
                                    agreement to make Deferral Contributions in
                                    an amount up to 100% of any Employer paid
                                    cash bonuses designated by the Employer on a
                                    uniform and non-discriminatory basis that
                                    are made for such Participants during the
                                    Plan Year. The Compensation definition
                                    elected by the Employer in Subsection
                                    1.05(a) must include bonuses if bonus
                                    contributions are permitted.

                           NOTE: A Participant's contributions under Subsection
                           1.07(a)(2) and/or (3) may not cause the Participant
                           to exceed the percentage limit specified by the
                           Employer in Subsection 1.07(a)(1) for the full Plan
                           Year. If the Administrator anticipates that the Plan
                           will not satisfy the "ADP" and/or "ACP" test for the
                           year, the Administrator may reduce the rate of
                           Deferral Contributions of Participants who are Highly
                           Compensated Employees to an amount objectively
                           determined by the Administrator to be necessary to
                           satisfy the "ADP" and/or "ACP" test.

1.08     EMPLOYEE CONTRIBUTIONS (AFTER-TAX CONTRIBUTIONS)

         (a)      [ ]      EMPLOYEE CONTRIBUTIONS - Either (1) Participants
                           will be permitted to contribute amounts to the Plan
                           on an after-tax basis or (2) the Employer maintains
                           frozen Employee Contributions Accounts (check one):

                  (1)      [ ]      FUTURE EMPLOYEE CONTRIBUTIONS - Participants
                                    may make voluntary, non-deductible,
                                    after-tax Employee Contributions pursuant to
                                    Section 5.04 of the Plan. (ONLY IF OPTION
                                    1.07(a), DEFERRAL CONTRIBUTIONS, IS
                                    CHECKED.)

                  (2)      [ ]      FROZEN EMPLOYEE CONTRIBUTIONS - Participants
                                    may not currently make after-tax Employee
                                    Contributions to the Plan, but the Employer
                                    does maintain frozen Employee Contributions
                                    Accounts.

1.09     QUALIFIED NONELECTIVE CONTRIBUTIONS

         (a)      QUALIFIED NONELECTIVE EMPLOYER CONTRIBUTIONS - If Option
                  1.07(a), Deferral Contributions, is checked, the Employer may
                  contribute an amount which it designates as a Qualified
                  Nonelective Employer Contribution to be included in the "ADP"
                  or "ACP" test. Unless otherwise provided below, Qualified
                  Nonelective Employer Contributions shall be allocated to
                  Participants who were eligible to participate in the Plan at
                  any time during the Plan Year and are Non-Highly Compensated
                  Employees either (A) in the ratio which each Participant's
                  "testing compensation", as defined in Subsection 6.01(t), for
                  the Plan Year bears to the total of all Participants' "testing
                  compensation" for the Plan Year or (B) as a flat dollar
                  amount.


Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       9

<PAGE>
                                                                   EXHIBIT 10.28

                  (1)      [ ]      Qualified Nonelective Employer Contributions
                                    shall be allocated to Participants as a
                                    percentage of the lowest paid Participant's
                                    "testing compensation", as defined in
                                    Subsection 6.01(t), for the Plan Year up to
                                    the lower of (A) the maximum amount
                                    contributable under the Plan or (B) the
                                    amount necessary to satisfy the "ADP" or
                                    "ACP" test. If any Qualified Nonelective
                                    Employer Contribution remains, allocation
                                    shall continue in the same manner to the
                                    next lowest paid Participants until the
                                    Qualified Nonelective Employer Contribution
                                    is exhausted.

1.10     MATCHING EMPLOYER CONTRIBUTIONS (ONLY IF OPTION 1.07(a), DEFERRAL
         CONTRIBUTIONS, IS CHECKED)

         (a)      [X]      BASIC MATCHING EMPLOYER CONTRIBUTIONS (check one):

                  (1)      [ ]      NON-DISCRETIONARY MATCHING EMPLOYER
                                    CONTRIBUTIONS - The Employer shall make a
                                    basic Matching Employer Contribution on
                                    behalf of each Participant in an amount
                                    equal to the following percentage of a
                                    Participant's Deferral Contributions during
                                    the Contribution Period (check (A) or (B)
                                    and, if applicable, (C)):

                           NOTE: Effective for Plan Years beginning on or after
                           January 1, 1999, if the Employer elected Option
                           1.11(a)(3), Safe Harbor Formula, with respect to
                           Nonelective Employer Contributions and meets the
                           requirements for deemed satisfaction of the "ADP"
                           test in Section 6.10 for a Plan Year, the Plan will
                           also be deemed to satisfy the "ACP" test for such
                           Plan Year with respect to Matching Employer
                           Contributions if Matching Employer Contributions
                           hereunder meet the requirements in Section 6.11.

                           (A)      [ ]     Single Percentage Match: _____%

                           (B)      [ ]     Tiered Match:

                                    ___% of the first ___% of the Active
                                    Participant's Compensation contributed to
                                    the Plan,

                                    ___% of the next ____% of the Active
                                    Participant's Compensation contributed to
                                    the Plan,

                                    ___% of the next ____% of the Active
                                    Participant's Compensation contributed to
                                    the Plan.

                                    NOTE: The percentages specified above for
                                    basic Matching Employer Contributions may
                                    not increase as the percentage of
                                    Compensation contributed increases.

                           (C)      [ ]     Limit on Non-Discretionary
                                            Matching Employer Contributions
                                            (check the appropriate box(es)):

                                    (i)     [ ]      Deferral Contributions in
                                                     excess of ____% of the
                                                     Participant's Compensation
                                                     for the period in question
                                                     shall not be considered for
                                                     non-discretionary Matching
                                                     Employer Contributions.

                                            NOTE: If the Employer elected a
                                            percentage limit in (i) above and
                                            requested the Trustee to account
                                            separately for matched and unmatched
                                            Deferral Contributions made to the
                                            Plan, the non-discretionary Matching
                                            Employer Contributions allocated to
                                            each Participant must be computed,
                                            and the percentage limit applied,
                                            based upon each payroll period.

Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       10

<PAGE>
                                                                   EXHIBIT 10.28


                                    (ii)    [ ]      Matching Employer
                                                     Contributions for each
                                                     Participant for each Plan
                                                     Year shall be limited to
                                                     $ _____.

                  (2)      [X]      DISCRETIONARY MATCHING EMPLOYER
                                    CONTRIBUTIONS - The Employer may make a
                                    basic Matching Employer Contribution on
                                    behalf of each Participant in an amount
                                    equal to the percentage declared for the
                                    Contribution Period, if any, by a Board of
                                    Directors' Resolution (or by a Letter of
                                    Intent for a sole proprietor or partnership)
                                    of the Deferral Contributions made by each
                                    Participant during the Contribution Period.
                                    The Board of Directors' Resolution (or
                                    Letter of Intent, if applicable) may limit
                                    the Deferral Contributions matched to a
                                    specified percentage of Compensation or
                                    limit the amount of the match to a specified
                                    dollar amount.

                           (A)      [ ]     4% Limitation on Discretionary
                                            Matching Employer Contributions for
                                            Deemed Satisfaction of "ACP" Test -
                                            In no event may the dollar amount of
                                            the discretionary Matching Employer
                                            Contribution made on a Participant's
                                            behalf for the Plan Year exceed 4%
                                            of the Participant's Compensation
                                            for the Plan Year. (ONLY IF OPTION
                                            1.11(a)(3), SAFE HARBOR FORMULA,
                                            WITH RESPECT TO NONELECTIVE EMPLOYER
                                            CONTRIBUTIONS IS CHECKED.)

                  (3)      [ ]      SAFE HARBOR MATCHING EMPLOYER CONTRIBUTIONS
                                    - Effective only for Plan Years beginning on
                                    or after January 1, 1999, if the Employer
                                    elects one of the safe harbor formula
                                    Options provided in the Safe Harbor Matching
                                    Employer Contribution Addendum to the
                                    Adoption Agreement and provides written
                                    notice each Plan Year to all Active
                                    Participants of their rights and obligations
                                    under the Plan, the Plan shall be deemed to
                                    satisfy the "ADP" test and, under certain
                                    circumstances, the "ACP" test.

         (b)      [ ]      ADDITIONAL MATCHING EMPLOYER CONTRIBUTIONS - The
                           Employer may at Plan Year end make an additional
                           Matching Employer Contribution equal to a percentage
                           declared by the Employer, through a Board of
                           Directors' Resolution (or by a Letter of Intent for a
                           sole proprietor or partnership), of the Deferral
                           Contributions made by each Participant during the
                           Plan Year. (ONLY IF OPTION 1.10(a)(1) OR (3) IS
                           CHECKED.) The Board of Directors' Resolution (or
                           Letter of Intent, if applicable) may limit the
                           Deferral Contributions matched to a specified
                           percentage of Compensation or limit the amount of the
                           match to a specified dollar amount.

                  (1)      [ ]      4% LIMITATION ON ADDITIONAL MATCHING
                                    EMPLOYER CONTRIBUTIONS FOR DEEMED
                                    SATISFACTION OF "ACP" TEST - In no event may
                                    the dollar amount of the additional Matching
                                    Employer Contribution made on a
                                    Participant's behalf for the Plan Year
                                    exceed 4% of the Participant's Compensation
                                    for the Plan Year. (ONLY IF OPTION
                                    1.10(a)(3), SAFE HARBOR MATCHING EMPLOYER
                                    CONTRIBUTIONS, OR OPTION 1.11(a)(3), SAFE
                                    HARBOR FORMULA, WITH RESPECT TO NONELECTIVE
                                    EMPLOYER CONTRIBUTIONS IS CHECKED.)

                  NOTE: If the Employer elected Option 1.10(a)(3), Safe Harbor
                  Matching Employer Contributions, above and wants to be deemed
                  to have satisfied the "ADP" test for Plan Years beginning on
                  or after January 1, 1999, the additional Matching Employer
                  Contribution must meet the requirements of Section 6.10. In
                  addition to the foregoing requirements, if the Employer
                  elected either Option 1.10(a)(3), Safe Harbor Matching
                  Employer Contributions, or Option 1.11(a)(3), Safe Harbor
                  Formula, with respect to Nonelective Employer Contributions,
                  and wants to be deemed to have satisfied the "ACP" test with
                  respect to Matching Employer Contributions for the Plan Year,
                  the Deferral Contributions matched may not exceed the
                  limitations in Section 6.11.

         (c)      CONTRIBUTION PERIOD FOR MATCHING EMPLOYER CONTRIBUTIONS - The
                  Contribution Period for purposes of calculating the amount of
                  basic Matching Employer Contributions described in Subsection
                  1.10(a) is:


Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       11

<PAGE>
                                                                   EXHIBIT 10.28


                  (1)      [ ]      each calendar month.

                  (2)      [ ]      each Plan Year quarter.

                  (3)      [ ]      each Plan Year.

                  (4)      [X]      each payroll period.

                  The Contribution Period for additional Matching Employer
                  Contributions described in Subsection 1.10(b) is the Plan
                  Year.

         (d)      CONTINUING ELIGIBILITY REQUIREMENT(S) - A Participant who
                  makes Deferral Contributions during a Contribution Period
                  shall only be entitled to receive Matching Employer
                  Contributions under Section 1.10 for that Contribution Period
                  if the Participant satisfies the following requirement(s)
                  (Check the appropriate box(es). Options (3) and (4) may not be
                  elected together; Option (5) may not be elected with Option
                  (2), (3), or (4); Options (2), (3), (4), (5), and (7) may not
                  be elected with respect to basic Matching Employer
                  Contributions if Option 1.10(a)(3), Safe Harbor Matching
                  Employer Contributions, is checked):

                  (1)      [X]      No requirements.

                  (2)      [ ]      Is employed by the Employer or a Related
                                    Employer on the last day of the Contribution
                                    Period.

                  (3)      [ ]      Earns at least 501 Hours of Service during
                                    the Plan Year. (ONLY IF THE CONTRIBUTION
                                    PERIOD IS THE PLAN YEAR.)

                  (4)      [ ]      Earns at least 1,000 Hours of Service during
                                    the Plan Year. (ONLY IF THE CONTRIBUTION
                                    PERIOD IS THE PLAN YEAR.)

                  (5)      [ ]      Either earns at least 501 Hours of Service
                                    during the Plan Year or is employed by the
                                    Employer or a Related Employer on the last
                                    day of the Plan Year. (ONLY IF THE
                                    CONTRIBUTION PERIOD IS THE PLAN YEAR.)

                  (6)      [ ]      Is not a Highly Compensated Employee for the
                                    Plan Year.

                  (7)      [ ]      Is not a partner or a member of the
                                    Employer, if the Employer is a partnership
                                    or an entity taxed as a partnership.

                  (8)      [ ]      Special continuing eligibility
                                    requirement(s) for additional Matching
                                    Employer Contributions. (ONLY IF OPTION
                                    1.10(b), ADDITIONAL MATCHING EMPLOYER
                                    CONTRIBUTIONS, IS CHECKED.)

                           (A)      The continuing eligibility requirement(s)
                                    for additional Matching Employer
                                    Contributions is/are: ___ (Fill in number of
                                    applicable eligibility requirement(s) from
                                    above.)

                  NOTE: If Option (2), (3), (4), or (5) above is selected, then
                  Matching Employer Contributions can only be FUNDED by the
                  Employer AFTER the Contribution Period or Plan Year ends.
                  Matching Employer Contributions funded during the Contribution
                  Period or Plan Year shall not be subject to the eligibility
                  requirements of Option (2), (3),

Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       12

<PAGE>
                                                                   EXHIBIT 10.28


                  (4), or (5). If Option (2), (3), (4), or (5) is adopted during
                  a Contribution Period or Plan Year, as applicable, such Option
                  shall not become effective until the first day of the next
                  Contribution Period or Plan Year.

         (e)      [X]      QUALIFIED MATCHING EMPLOYER CONTRIBUTIONS - Prior to
                           making any Matching Employer Contribution hereunder
                           (other than a safe harbor Matching Employer
                           Contribution), the Employer may designate all or a
                           portion of such Matching Employer Contribution as a
                           Qualified Matching Employer Contribution that may be
                           used to satisfy the "ADP" test on Deferral
                           Contributions and excluded in applying the "ACP" test
                           on Employee and Matching Employer Contributions.
                           Unless the additional eligibility requirement is
                           selected below, Qualified Matching Employer
                           Contributions shall be allocated to all Participants
                           who meet the continuing eligibility requirement(s)
                           described in Subsection 1.10(d) above for the type of
                           Matching Employer Contribution being characterized as
                           a Qualified Matching Employer Contribution.

                  (1)      [X]      To receive an allocation of Qualified
                                    Matching Employer Contributions a
                                    Participant must also be a Non-Highly
                                    Compensated Employee for the Plan Year.

                  NOTE: Qualified Matching Employer Contributions may not be
                  excluded in applying the "ACP" test for a Plan Year if the
                  Employer elected Option 1.10(a)(3), Safe Harbor Matching
                  Employer Contributions, or Option 1.11(a)(3), Safe Harbor
                  Formula, with respect to Nonelective Employer Contributions,
                  and the "ADP" test is deemed satisfied under Section 6.10 for
                  such Plan Year.

1.11     NONELECTIVE EMPLOYER CONTRIBUTIONS

         NOTE: An Employer may elect both a fixed formula and a discretionary
         formula. If both are selected, the discretionary formula shall be
         treated as an additional Nonelective Employer Contribution and
         allocated separately in accordance with the allocation formula selected
         by the Employer.

         (a)      [ ]      FIXED FORMULA (An Employer may elect both the Safe
                           Harbor Formula and one of the other fixed formulas.
                           Otherwise, the Employer may only select one of the
                           following.)

                  (1)      [ ]      FIXED PERCENTAGE EMPLOYER CONTRIBUTION - For
                                    each Plan Year, the Employer shall
                                    contribute for each eligible Active
                                    Participant an amount equal to ____% (NOT TO
                                    EXCEED 15% FOR PLAN YEARS BEGINNING PRIOR TO
                                    2002 AND 25% FOR PLAN YEARS BEGINNING ON OR
                                    AFTER JANUARY 1, 2002) of such Active
                                    Participant's Compensation.

                  (2)      [ ]      FIXED FLAT DOLLAR EMPLOYER CONTRIBUTION -
                                    The Employer shall contribute for each
                                    eligible Active Participant an amount equal
                                    to $_____.

                           The contribution amount is based on an Active
                           Participant's service for the following period:

                           (A)      [ ]     Each paid hour.

                           (B)      [ ]     Each payroll period.

                           (C)      [ ]     Each Plan Year.

                           (D)      [ ]     Other:


Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       13

<PAGE>
                                                                   EXHIBIT 10.28


                  (3)      [ ]      SAFE HARBOR FORMULA - Effective only with
                                    respect to Plan Years that begin on or after
                                    January 1, 1999, the Nonelective Employer
                                    Contribution specified in the Safe Harbor
                                    Nonelective Employer Contribution Addendum
                                    is intended to satisfy the safe harbor
                                    contribution requirements under the Code
                                    such that the "ADP" test (and, under certain
                                    circumstances, the "ACP" test) is deemed
                                    satisfied. Please complete the Safe Harbor
                                    Nonelective Employer Contribution Addendum
                                    to the Adoption Agreement. (CHOOSE ONLY IF
                                    OPTION 1.07(a), DEFERRAL CONTRIBUTIONS, IS
                                    CHECKED.)

         (b)      [X]      DISCRETIONARY FORMULA - The Employer may decide each
                           Plan Year whether to make a discretionary Nonelective
                           Employer Contribution on behalf of eligible Active
                           Participants in accordance with Section 5.10. Such
                           contributions shall be allocated to eligible Active
                           Participants based upon the following (check (1) or
                           (2)):

                  (1)      [X]      NON-INTEGRATED ALLOCATION FORMULA - In the
                                    ratio that each eligible Active
                                    Participant's Compensation bears to the
                                    total Compensation paid to all eligible
                                    Active Participants for the Plan Year.

                  (2)      [ ]      INTEGRATED ALLOCATION FORMULA - As (A) a
                                    percentage of each eligible Active
                                    Participant's Compensation plus (B) a
                                    percentage of each eligible Active
                                    Participant's Compensation in excess of the
                                    "integration level" as defined below. The
                                    percentage of Compensation in excess of the
                                    "integration level" shall be equal to the
                                    lesser of the percentage of the Active
                                    Participant's Compensation allocated under
                                    (A) above or the "permitted disparity limit"
                                    as defined below.

                           NOTE: An Employer that has elected the Safe Harbor
                           formula in Subsection 1.11(a)(3) above may not take
                           Nonelective Employer Contributions made to satisfy
                           the safe harbor into account in applying the
                           integrated allocation formula described above.

                           "Integration level" means the Social Security taxable
                           wage base for the Plan Year, unless the Employer
                           elects a lesser amount in (A) or (B) below.

                           (A)      _____% (NOT TO EXCEED 100%) of the Social
                                    Security taxable wage base for the Plan
                                    Year, or

                           (B)      $_______ (NOT TO EXCEED THE SOCIAL SECURITY
                                    TAXABLE WAGE BASE).

                           "Permitted disparity limit" means the percentage
                           provided by the following table:


<Table>
<Caption>

                                   IF THE "INTEGRATION LEVEL" IS AT              BUT LESS THAN                 THE "PERMITTED
                                  LEAST ___% OF THE TAXABLE WAGE BASE             ___% OF THE                     DISPARITY
                                               WAGE BASE                       TAXABLE WAGE BASE                  LIMIT" IS
                                  -----------------------------------          -----------------               --------------
<S>                                                                            <C>

                                                   0%                                 20%                           5.7%


                                                  20%                                 80%                           4.3%


                                                  80%                                100%                           5.4%


                                                 100%                                 N/A                           5.7%
</Table>

                           NOTE: An Employer who maintains any other plan that
                           provides for Social Security Integration (permitted
                           disparity) may not elect Option 1.11(b)(2).

Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       14

<PAGE>
                                                                   EXHIBIT 10.28


         (c)      CONTINUING ELIGIBILITY REQUIREMENT(s) - A Participant shall
                  only be entitled to receive Nonelective Employer Contributions
                  for a Plan Year under this Section 1.11 if the Participant
                  satisfies the following requirement(s) (Check the appropriate
                  box(es) - Options (3) and (4) may not be elected together;
                  Option (5) may not be elected with Option (2), (3), or (4);
                  Options (2), (3), (4), (5), and (7) may not be elected with
                  respect to Nonelective Employer Contributions under the fixed
                  formula if Option 1.11(a)(3), Safe Harbor Formula, is
                  checked):

                  (1)      [ ]      No requirements.

                  (2)      [ ]      Is employed by the Employer or a Related
                                    Employer on the last day of the Plan Year.

                  (3)      [ ]      Earns at least 501 Hours of Service during
                                    the Plan Year.

                  (4)      [X]      Earns at least 1,000 Hours of Service during
                                    the Plan Year.

                  (5)      [ ]      Either earns at least 501 Hours of Service
                                    during the Plan Year or is employed by the
                                    Employer or a Related Employer on the last
                                    day of the Plan Year.

                  (6)      [ ]      Is not a Highly Compensated Employee for the
                                    Plan Year.

                  (7)      [ ]      Is not a partner or a member of the
                                    Employer, if the Employer is a partnership
                                    or an entity taxed as a partnership.

                  (8)      [ ]      Special continuing eligibility
                                    requirement(s) for discretionary Nonelective
                                    Employer Contributions. (ONLY IF BOTH
                                    OPTIONS 1.11(a) AND (b) ARE CHECKED.)

                           (A)      The continuing eligibility requirement(s)
                                    for discretionary Nonelective Employer
                                    Contributions is/are: ___ (Fill in number of
                                    applicable eligibility requirement(s) from
                                    above.)

                  NOTE: If Option (2), (3), (4), or (5) above is selected then
                  Nonelective Employer Contributions can only be FUNDED by the
                  Employer AFTER the Plan Year ends. Nonelective Employer
                  Contributions funded during the Plan Year shall not be subject
                  to the eligibility requirements of Option (2), (3), (4), or
                  (5). If Option (2), (3), (4), or (5) is adopted during a Plan
                  Year, such Option shall not become effective until the first
                  day of the next Plan Year.

1.12     EXCEPTIONS TO CONTINUING ELIGIBILITY REQUIREMENTS

         [X]      DEATH, DISABILITY, AND RETIREMENT EXCEPTION TO ELIGIBILITY
                  REQUIREMENTS - Active Participants who do not meet any last
                  day or Hours of Service requirement under Subsection 1.10(d)
                  or 1.11(c) because they become disabled, as defined in Section
                  1.14, retire, as provided in Subsection 1.13(a), (b), or (c),
                  or die shall nevertheless receive an allocation of Nonelective
                  Employer and/or Matching Employer Contributions. No
                  Compensation shall be imputed to Active Participants who
                  become disabled for the period following their disability.

1.13     RETIREMENT

         (a)      THE NORMAL RETIREMENT AGE UNDER THE PLAN IS (check one):

                  (1)      [X]      age 65.


Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       15

<PAGE>
                                                                   EXHIBIT 10.28


                  (2)      [ ]      age ___ (specify between 55 and 64).

                  (3)      [ ]      later of age ____ (NOT TO EXCEED 65) or the
                           fifth anniversary of the Participant's Employment
                           Commencement Date.

         (b)      [ ]      THE EARLY RETIREMENT AGE IS THE FIRST DAY OF THE
                           MONTH AFTER THE PARTICIPANT ATTAINS AGE ___ (SPECIFY
                           55 OR GREATER) AND COMPLETES ___ YEARS OF VESTING
                           SERVICE.

                  NOTE: If this Option is elected, Participants who are employed
                  by the Employer or a Related Employer on the date they reach
                  Early Retirement Age shall be 100% vested in their Accounts
                  under the Plan.

         (c)      [X]      A PARTICIPANT WHO BECOMES DISABLED, AS DEFINED IN
                           SECTION 1.14, IS ELIGIBLE FOR DISABILITY RETIREMENT.

                  NOTE: If this Option is elected, Participants who are employed
                  by the Employer or a Related Employer on the date they become
                  disabled shall be 100% vested in their Accounts under the
                  Plan.

1.14     DEFINITION OF DISABLED

         A PARTICIPANT IS DISABLED IF HE/SHE (check the appropriate box(es)):

         (a)      [ ]      satisfies the requirements for benefits under the
                           Employer's long-term disability plan.

         (b)      [ ]      satisfies the requirements for Social Security
                           disability benefits.

         (c)      [X]      is determined to be disabled by a physician approved
                           by the Employer.

1.15     VESTING

         A PARTICIPANT'S VESTED INTEREST IN MATCHING EMPLOYER CONTRIBUTIONS
         AND/OR NONELECTIVE EMPLOYER CONTRIBUTIONS, OTHER THAN SAFE HARBOR
         MATCHING EMPLOYER AND/OR NONELECTIVE EMPLOYER CONTRIBUTIONS ELECTED IN
         SUBSECTION 1.10(a)(3) OR 1.11(a)(3), SHALL BE BASED UPON HIS YEARS OF
         VESTING SERVICE AND THE SCHEDULE(s) SELECTED BELOW, EXCEPT AS PROVIDED
         IN SUBSECTION 1.21(d) OR IN THE VESTING SCHEDULE ADDENDUM TO THE
         ADOPTION AGREEMENT.

         (a)      [ ]      YEARS OF VESTING SERVICE SHALL EXCLUDE:

                  (1)      [ ]      for new plans, service prior to the
                                    Effective Date as defined in Subsection
                                    1.01(g)(1).

                  (2)      [ ]      for existing plans converting from another
                                    plan document, service prior to the original
                                    Effective Date as defined in Subsection
                                    1.01(g)(2).

         (B)      VESTING SCHEDULE(S)

                  NOTE: The vesting schedule selected below applies only to
                  Nonelective Employer Contributions and Matching Employer
                  Contributions other than safe harbor contributions under
                  Option 1.11(a)(3) or Option 1.10(a)(3). Safe harbor
                  contributions under Options 1.11(a)(3) and 1.10(a)(3) are
                  always 100% vested immediately.

Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.


                                       16

<PAGE>
                                                                   EXHIBIT 10.28


<Table>
<S>                                                                      <C>
                  (1)  NONELECTIVE EMPLOYER CONTRIBUTIONS                (2)  MATCHING EMPLOYER CONTRIBUTIONS
                       (check one):                                           (check one):

                           (A)  [ ]  N/A - No Nonelective                       (A)  [ ]  N/A - No Matching
                                     Employer Contributions                               Employer Contributions

                           (B)  [ ]  100% Vesting immediately                   (B)  [ ]  100%Vesting immediately

                           (C)  [ ]  3 year cliff (see C below)                 (C)  [ ]  3 year cliff (see C below)

                           (D)  [ ]  5 year cliff (see D below)                 (D)  [ ]  5 year cliff (see D below)

                           (E)  [X]  6 year graduated (see E below)             (E)  [X]  6 year graduated (see E below)

                           (F)  [ ]  7 year graduated (see F below)             (F)  [ ]  7 year graduated (see F below)

                           (G)  [ ]  Other vesting                              (G)  [ ] Other vesting
                                     (complete G1 below)                                 (complete G2 below)
</Table>


<Table>
<Caption>
     YEARS OF
  VESTING SERVICE                                 APPLICABLE VESTING SCHEDULE(s)
--------------------     ------------------------------------------------------------------------------------------
                             C               D               E                F             G1               G2
                         ----------      ----------      ----------      ----------      ----------      ----------

<S>                      <C>             <C>             <C>             <C>             <C>             <C>
             0                    0%              0%              0%              0%               %               %
                                                                                         ----------      ----------

             1                    0%              0%              0%              0%               %               %
                                                                                         ----------      ----------

             2                    0%              0%             20%              0%               %               %
                                                                                         ----------      ----------

             3                  100%              0%             40%             20%               %               %
                                                                                         ----------      ----------

             4                  100%              0%             60%             40%               %               %
                                                                                         ----------      ----------

             5                  100%            100%             80%             60%               %               %
                                                                                         ----------      ----------

             6                  100%            100%            100%             80%               %               %
                                                                                         ----------      ----------

         7 or more              100%            100%            100%            100%            100%            100%
</Table>


         NOTE: A schedule elected under G1 or G2 above must be at least as
         favorable as one of the schedules in C, D, E or F above.


         NOTE: If the Plan is being amended to provide a more restrictive
         vesting schedule, the more favorable vesting schedule shall continue to
         apply to Participants who are Active Participants immediately prior to
         the later of (1) the effective date of the amendment or (2) the date
         the amendment is adopted.


(c)      [ ]      A VESTING SCHEDULE MORE FAVORABLE THAN THE VESTING SCHEDULE(s)
                  SELECTED ABOVE APPLIES TO CERTAIN PARTICIPANTS. Please
                  complete the Vesting Schedule Addendum to the Adoption
                  Agreement.


Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001
                               (C) 2001 FMR Corp.
                              All rights reserved.


                                       17
<PAGE>
                                                                   EXHIBIT 10.28



(d)      APPLICATION OF FORFEITURES - If a Participant forfeits any portion of
         his non-vested Account balance as provided in Section 6.02, 6.04, 6.07,
         or 11.08, such forfeitures shall be (check one):

         (1)      [ ]      N/A - Either (A) no Matching Employer Contributions
                           are made with respect to Deferral Contributions under
                           the Plan and all other Employer Contributions are
                           100% vested when made or (B) there are no Employer
                           Contributions under the Plan.

         (2)      [X]      applied to reduce Employer contributions.

         (3)      [ ]      allocated among the Accounts of eligible Participants
                           in the manner provided in Section 1.11. (ONLY IF
                           OPTION 1.11(a) OR (b) IS CHECKED.)

1.16     PREDECESSOR EMPLOYER SERVICE

         [X]      SERVICE FOR PURPOSES OF ELIGIBILITY IN SUBSECTION 1.04(b) AND
                  VESTING IN SUBSECTION 1.15(b) OF THIS PLAN SHALL INCLUDE
                  SERVICE WITH THE FOLLOWING PREDECESSOR EMPLOYER(S):

         American Campgrounds, Inc.
         Logan Landing Corporation
         NACO Finance Corporation
         NACO West Acquisition Corporation
         NACO West Corporation of California
         NACO West Corporation of Oregon
         Resort Parks International, Inc.
         Southmark Corporation
         Yosemite Lakes Campeer Park, Inc.
         Leisure Time Resorts of America, Inc.
         (excluding service greater than 2 years)
         Beech Mountain Lakes Corporation
         Carriage Manor Corporation
         CB Resort Corporation
         Chief Creek Corporation
         Foxwood Corporation
         Indian Lakes Wilderness Preserve Corporation
         Jefferson Resort Corporation
         Lake Royale Corporation
         Lake Tansi Village, Inc.
         LML Resort Corporation
         NACO West Corporation of Washington
         Quail Hollow Plantation Corporation
         Quail Hollow Village, Inc.
         Recreation Land Corporation
         Resort Land Corporation
         Tansi Resort, Inc.
         The Kinston Corporation
         The Villas of Hickory Hills, Inc.
         Virginia Landing Corporation
         Westwind Manor Corporation
         Thousand Trails, Inc. (a WA corporation)




Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001
                               (C) 2001 FMR Corp.
                              All rights reserved.


                                       18
<PAGE>
                                                                   EXHIBIT 10.28



         Wolf Run Manor Corporation

1.17     PARTICIPANT LOANS

         PARTICIPANT LOANS (check one):

         (a)      [X]      ARE ALLOWED IN ACCORDANCE WITH ARTICLE 9 AND LOAN
                           PROCEDURES OUTLINED IN THE SERVICE AGREEMENT.

         (b)      [ ]      ARE NOT ALLOWED.


1.18     IN-SERVICE WITHDRAWALS

         PARTICIPANTS MAY MAKE WITHDRAWALS PRIOR TO TERMINATION OF EMPLOYMENT
         UNDER THE FOLLOWING CIRCUMSTANCES (check the appropriate box(es)):

         (a)      [X]      HARDSHIP WITHDRAWALS - Hardship withdrawals from a
                           Participant's Deferral Contributions Account shall be
                           allowed in accordance with Section 10.05, subject to
                           a $500 minimum amount.

         (b)      [ ]      AGE 59 1/2 - Participants shall be entitled to
                           receive a distribution of all or any portion of the
                           following Accounts upon attainment of age 59 1/2
                           (check one):

                  (1)      [ ]      Deferral Contributions Account.

                  (2)      [ ]      All vested account balances.

         (c)      WITHDRAWAL OF EMPLOYEE CONTRIBUTIONS AND ROLLOVER
                  CONTRIBUTIONS -

                  (1)      Unless otherwise provided below, Employee
                           Contributions may be withdrawn in accordance with
                           Section 10.02 at any time.

                           (A)      [ ]      Employees may not make withdrawals
                                             of Employee Contributions more
                                             frequently than:

                                                                               .
                                             ----------------------------------


                  (2)      Rollover Contributions may be withdrawn in accordance
                           with Section 10.03 at any time.

         (d)      [ ]      PROTECTED IN-SERVICE WITHDRAWAL PROVISIONS - Check if
                           the Plan was converted by plan amendment or received
                           transfer contributions from another defined
                           contribution plan, and benefits under the other
                           defined contribution plan were payable as (check the
                           appropriate box(es)):

                  (1)      [ ]      an in-service withdrawal of vested employer
                                    contributions maintained in a Participant's
                                    Account (check (A) and/or (B)):

                           (A)      [ ]      for at least __________ (24 or
                                             more) months.



Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001
                               (C) 2001 FMR Corp.
                              All rights reserved.


                                       19
<PAGE>
                                                                   EXHIBIT 10.28



                                    (i)      [ ]     Special restrictions
                                                     applied to such in-service
                                                     withdrawals under the
                                                     prior plan that the
                                                     Employer wishes to
                                                     continue under the Plan as
                                                     restated hereunder. Please
                                                     complete the Protected
                                                     In-Service Withdrawals
                                                     Addendum to the Adoption
                                                     Agreement identifying the
                                                     restrictions.

                           (B)      [ ]      after the Participant has at least
                                             60 months of participation.

                                    (i)      [ ]     Special restrictions
                                                     applied to such in-service
                                                     withdrawals under the prior
                                                     plan that the Employer
                                                     wishes to continue under
                                                     the Plan as restated
                                                     hereunder. Please complete
                                                     the Protected In-Service
                                                     Withdrawals Addendum to the
                                                     Adoption Agreement
                                                     identifying the
                                                     restrictions.

                  (2)      [ ]      another in-service withdrawal option that is
                                    a "protected benefit" under Code Section
                                    411(d)(6) or an in-service hardship
                                    withdrawal option not otherwise described in
                                    Section 1.18(a). Please complete the
                                    Protected In-Service Withdrawals Addendum to
                                    the Adoption Agreement identifying the
                                    in-service withdrawal option(s).

1.19     FORM OF DISTRIBUTIONS

         SUBJECT TO SECTION 13.01, 13.02 AND ARTICLE 14, DISTRIBUTIONS UNDER THE
         PLAN SHALL BE PAID AS PROVIDED BELOW. (Check the appropriate box(es)
         and, if any forms of payment selected in (b), (c) and/or (d) apply only
         to a specific class of Participants, complete Subsection (b) of the
         Forms of Payment Addendum.)

         (a)      LUMP SUM PAYMENTS - Lump sum payments are always available
                  under the Plan.

         (b)      [ ]      INSTALLMENT PAYMENTS - Participants may elect
                           distribution under a systematic withdrawal plan
                           (installments).

         (c)      [ ]      ANNUITIES (Check if the Plan is retaining any annuity
                           form(s) of payment.)

                  (1)      An annuity form of payment is available under the
                           Plan for the following reason(s) (check (A) and/or
                           (B), as applicable):

                           (A)      [ ]     As a result of the Plan's receipt
                                            of a transfer of assets from
                                            another defined contribution plan
                                            or pursuant to the Plan terms prior
                                            to the Amendment Effective Date
                                            specified in Section 1.01(g)(2),
                                            benefits were previously payable in
                                            the form of an annuity that the
                                            Employer elects to continue to be
                                            offered as a form of payment under
                                            the Plan.

                           (B)      [ ]     The Plan received a transfer of
                                            assets from a defined benefit plan
                                            or another defined contribution plan
                                            that was subject to the minimum
                                            funding requirements of Code Section
                                            412 and therefore an annuity form of
                                            payment is a protected benefit under
                                            the Plan in accordance with Code
                                            Section 411(d)(6).

                  (2)      The normal form of payment under the Plan is (check
                           (A) or (B)):

                           (A)      [ ]     A lump sum payment.


Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001
                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       20
<PAGE>
                                                                   EXHIBIT 10.28




                                    (i)      Optional annuity forms of payment
                                             (check (I) and/or (II), as
                                             applicable). (MUST CHECK AND
                                             COMPLETE (I) IF A LIFE ANNUITY IS
                                             ONE OF THE OPTIONAL ANNUITY FORMS
                                             OF PAYMENT UNDER THE PLAN.)

                                             (I)   [ ]  A married
                                                        Participant who elects
                                                        an annuity form of
                                                        payment shall receive
                                                        a qualified joint and
                                                        % (AT LEAST 50%)
                                                        survivor annuity. An
                                                        unmarried Participant
                                                        shall receive a single
                                                        life annuity, unless a
                                                        different form of
                                                        payment is specified
                                                        below:


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


                                            (II)   [ ]  Other annuity form(s)
                                                        of payment. Please
                                                        complete Subsection
                                                        (a) of the Forms of
                                                        Payment Addendum
                                                        describing the other
                                                        annuity form(s) of
                                                        payment available
                                                        under the Plan.

                           (B)      [ ]      A life annuity (complete (i) and
                                             (ii) and check (iii) if
                                             applicable).

                                    (i)     The normal form for married
                                            Participants is a qualified joint
                                            and _____% (AT LEAST 50%) survivor
                                            annuity. The normal form for
                                            unmarried Participants is a single
                                            life annuity, unless a different
                                            annuity form is specified below:


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


                                    (ii)    The qualified preretirement survivor
                                            annuity provided to a Participant's
                                            spouse is purchased with _____% (AT
                                            LEAST 50%) of the Participant's
                                            Account.

                                    (iii)   [ ]      Other annuity form(s)
                                                     of payment. Please complete
                                                     Subsection (a) of the Forms
                                                     of Payment Addendum
                                                     describing the other
                                                     annuity form(s) of payment
                                                     available under the Plan.

         (d)      [ ]      OTHER NON-ANNUITY FORM(S) OF PAYMENT - As a result of
                           the Plan's receipt of a transfer of assets from
                           another plan or pursuant to the Plan terms prior to
                           the Amendment Effective Date specified in 1.01(g)(2),
                           benefits were previously payable in the following
                           form(s) of payment not described in (a), (b) or (c)
                           above and the Plan will continue to offer these
                           form(s) of payment:

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

         (e)      [ ]      ELIMINATED FORMS OF PAYMENT NOT PROTECTED UNDER CODE
                           SECTION 411(d)(6). Check if either (1) under the Plan
                           terms prior to the Amendment Effective Date or (2)
                           under the terms of another plan from which assets
                           were transferred, benefits were payable in a form of
                           payment that will cease to be offered after a
                           specified date. Please complete Subsection (c) of the
                           Forms of Payment Addendum describing the forms of
                           payment previously available and the effective date
                           of the elimination of the form(s) of payment.

1.20     TIMING OF DISTRIBUTIONS



Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001
                               (C) 2001 FMR Corp.
                              All rights reserved.


                                       21
<PAGE>
                                                                   EXHIBIT 10.28




         EXCEPT AS PROVIDED IN SUBSECTION 1.20(a) OR (b) AND THE POSTPONED
         DISTRIBUTION ADDENDUM TO THE ADOPTION AGREEMENT, DISTRIBUTION SHALL BE
         MADE TO AN ELIGIBLE PARTICIPANT FROM HIS VESTED INTEREST IN HIS ACCOUNT
         AS SOON AS REASONABLY PRACTICABLE FOLLOWING THE DATE THE PARTICIPANT'S
         APPLICATION FOR DISTRIBUTION IS RECEIVED BY THE ADMINISTRATOR.

         (a)      REQUIRED COMMENCEMENT OF DISTRIBUTION - If a Participant does
                  not elect to receive benefits as of an earlier date, as
                  permitted under the Plan, distribution of a Participant's
                  Account shall begin as of the Participant's Required Beginning
                  Date.

         (b)      [ ]      POSTPONED DISTRIBUTIONS - Check if the Plan was
                           converted by plan amendment from another defined
                           contribution plan that provided for the postponement
                           of certain distributions from the Plan to eligible
                           Participants and the Employer wants to continue to
                           administer the Plan using the postponed distribution
                           provisions. Please complete the Postponed
                           Distribution Addendum to the Adoption Agreement
                           indicating the types of distributions that are
                           subject to postponement and the period of
                           postponement.

                  NOTE: An Employer may not provide for postponement of
                  distribution to a Participant beyond the 60th day following
                  the close of the Plan Year in which (1) the Participant
                  attains Normal Retirement Age under the Plan, (2) the
                  Participant's 10th anniversary of participation in the Plan
                  occurs, or (3) the Participant's employment terminates,
                  whichever is latest.


1.21     TOP HEAVY STATUS

         (a)      THE PLAN SHALL BE SUBJECT TO THE TOP-HEAVY PLAN REQUIREMENTS
                  OF ARTICLE 15 (check one):

                  (1)      [ ]      for each Plan Year, whether or not the Plan
                                    is a "top-heavy plan" as defined in
                                    Subsection 15.01(f).

                  (2)      [X]      for each Plan Year, if any, for which the
                                    Plan is a "top-heavy plan" as defined in
                                    Subsection 15.01(f).

                  (3)      [ ]      Not applicable. (CHOOSE ONLY IF PLAN COVERS
                                    ONLY EMPLOYEES SUBJECT TO A COLLECTIVE
                                    BARGAINING AGREEMENT.)

         (b)      IN DETERMINING WHETHER THE PLAN IS A "TOP-HEAVY PLAN" FOR AN
                  EMPLOYER WITH AT LEAST ONE DEFINED BENEFIT PLAN, THE FOLLOWING
                  ASSUMPTIONS SHALL APPLY:

                  (1)      [ ]      Interest rate: _________% per annum.

                  (2)      [ ]      Mortality table: _____________________.

                  (3)      [X]      Not applicable. (CHOOSE ONLY IF EITHER
                                    (A) PLAN COVERS ONLY EMPLOYEES SUBJECT TO A
                                    COLLECTIVE BARGAINING AGREEMENT OR (B)
                                    EMPLOYER DOES NOT MAINTAIN AND HAS NOT
                                    MAINTAINED ANY DEFINED BENEFIT PLAN DURING
                                    THE FIVE-YEAR PERIOD ENDING ON THE
                                    APPLICABLE "DETERMINATION DATE", AS DEFINED
                                    IN SUBSECTION 15.01(a).)

         (c)      IF THE PLAN IS OR IS TREATED AS A "TOP-HEAVY PLAN" FOR A PLAN
                  YEAR, EACH NON-KEY EMPLOYEE SHALL RECEIVE AN EMPLOYER
                  CONTRIBUTION OF AT LEAST 3.0 (3, 4, 5, OR 7 1/2)% OF
                  COMPENSATION FOR THE PLAN YEAR IN ACCORDANCE WITH SECTION
                  15.03. THE MINIMUM EMPLOYER CONTRIBUTION PROVIDED IN THIS
                  SUBSECTION 1.21(c) SHALL BE MADE UNDER THIS PLAN ONLY IF THE
                  PARTICIPANT IS NOT ENTITLED TO SUCH CONTRIBUTION UNDER ANOTHER
                  QUALIFIED PLAN OF THE EMPLOYER, UNLESS THE EMPLOYER ELECTS
                  OTHERWISE BELOW:


Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001
                               (C) 2001 FMR Corp.
                              All rights reserved.


                                       22
<PAGE>
                                                                   EXHIBIT 10.28




                  (1)      [ ]      The minimum Employer Contribution shall be
                                    paid under this Plan in any event.

                  (2)      [ ]      Another method of satisfying the
                                    requirements of Code Section 416. Please
                                    complete the 416 Contribution Addendum to
                                    the Adoption Agreement describing the way in
                                    which the minimum contribution requirements
                                    will be satisfied in the event the Plan is
                                    or is treated as a "top-heavy plan".

                  (3)      [ ]      Not applicable. (CHOOSE ONLY IF PLAN COVERS
                                    ONLY EMPLOYEES SUBJECT TO A COLLECTIVE
                                    BARGAINING AGREEMENT.)

                  NOTE: The minimum Employer contribution may be less than the
                  percentage indicated in Subsection 1.21(c) above to the extent
                  provided in Section 15.03.

         (d)      IF THE PLAN IS OR IS TREATED AS A "TOP-HEAVY PLAN" FOR A PLAN
                  YEAR, THE FOLLOWING VESTING SCHEDULE SHALL APPLY INSTEAD OF
                  THE SCHEDULE(S) ELECTED IN SUBSECTION 1.15(b) FOR SUCH PLAN
                  YEAR AND EACH PLAN YEAR THEREAFTER (check one):

                  (1)      [ ]      Not applicable. (CHOOSE ONLY IF EITHER (A)
                                    PLAN PROVIDES FOR NONELECTIVE EMPLOYER
                                    CONTRIBUTIONS AND THE SCHEDULE ELECTED IN
                                    SUBSECTION 1.15(b)(1) IS AT LEAST AS
                                    FAVORABLE IN ALL CASES AS THE SCHEDULES
                                    AVAILABLE BELOW OR (B) PLAN COVERS ONLY
                                    EMPLOYEES SUBJECT TO A COLLECTIVE BARGAINING
                                    AGREEMENT.)

                  (2)      [ ]      100% vested after __________ (NOT IN EXCESS
                                    OF 3) years of Vesting Service.

                  (3)      [X]      Graded vesting:

<Table>
<Caption>
                                                                              VESTING                        MUST BE
                                       YEARS OF VESTING SERVICE              PERCENTAGE                      AT LEAST
                                       ------------------------              ----------                      --------
<S>                                                                          <C>                             <C>
                                                  0                             0.00%                           0%

                                                  1                             0.00%                           0%

                                                  2                            20.00%                          20%

                                                  3                            40.00%                          40%

                                                  4                            60.00%                          60%

                                                  5                            80.00%                          80%

                                              6 or more                       100.00%                         100%
</Table>

                           NOTE: If the Plan provides for Nonelective Employer
                           Contributions and the schedule elected in Subsection
                           1.15(b)(1) is more favorable in all cases than the
                           schedule elected in Subsection 1.21(d) above, then
                           the schedule in Subsection 1.15(b)(1) shall continue
                           to apply even in Plan Years in which the Plan is a
                           "top-heavy plan".


Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001
                               (C) 2001 FMR Corp.
                              All rights reserved.


                                       23
<PAGE>
                                                                   EXHIBIT 10.28





1.22     CORRECTION TO MEET 415 REQUIREMENTS UNDER MULTIPLE DEFINED CONTRIBUTION
         PLANS

         If the Employer maintains other defined contribution plans, annual
         additions to a Participant's Account shall be limited as provided in
         Section 6.12 of the Plan to meet the requirements of Code Section 415,
         unless the Employer elects otherwise below and completes the 415
         Correction Addendum describing the order in which annual additions
         shall be limited among the plans.

         (a)      [ ]      OTHER ORDER FOR LIMITING ANNUAL ADDITIONS


1.23     INVESTMENT DIRECTION

         INVESTMENT DIRECTIONS - Participant Accounts shall be invested (check
one):

         (a)      [ ]      in accordance with the investment directions provided
                           to the Trustee by the Employer for allocating all
                           Participant Accounts among the Options listed in the
                           Service Agreement.

         (b)      [X]      in accordance with the investment directions provided
                           to the Trustee by each Participant for allocating his
                           entire Account among the Options listed in the
                           Service Agreement.

         (c)      [ ]      in accordance with the investment directions provided
                           to the Trustee by each Participant for all
                           contribution sources in his Account, except that the
                           following sources shall be invested in accordance
                           with the investment directions provided by the
                           Employer (check (1) and/or (2)):

                  (1)      [ ]      Nonelective Employer Contributions

                  (2)      [ ]      Matching Employer Contributions

                           The Employer must direct the applicable sources among
                           the same investment options made available for
                           Participant directed sources listed in the Service
                           Agreement.

1.24     RELIANCE ON OPINION LETTER

         An adopting Employer may rely on the opinion letter issued by the
         Internal Revenue Service as evidence that this Plan is qualified under
         Code Section 401 only to the extent provided in Announcement 2001-77,
         2001-30 I.R.B. The Employer may not rely on the opinion letter in
         certain other circumstances or with respect to certain qualification
         requirements, which are specified in the opinion letter issued with
         respect to this Plan and in Announcement 2001-77. In order to have
         reliance in such circumstances or with respect to such qualification
         requirements, application for a determination letter must be made to
         Employee Plans Determinations of the Internal Revenue Service. Failure
         to fill out the Adoption Agreement properly may result in
         disqualification of the Plan.

         This Adoption Agreement may be used only in conjunction with Fidelity
         Basic Plan Document No. 02. The Prototype Sponsor shall inform the
         adopting Employer of any amendments made to the Plan or of the
         discontinuance or abandonment of the prototype plan document.

1.25     PROTOTYPE INFORMATION:

<Table>
<S>                                         <C>
         Name of Prototype Sponsor:         Fidelity Management & Research Company
         Address of Prototype Sponsor:      82 Devonshire Street
                                            Boston, MA  02109
</Table>


Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001
                               (C) 2001 FMR Corp.
                              All rights reserved.


                                       24
<PAGE>
                                                                   EXHIBIT 10.28




         Questions regarding this prototype document may be directed to the
         following telephone number: 1-800-343-9184.



Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001
                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       25
<PAGE>
                                                                   EXHIBIT 10.28






                                 EXECUTION PAGE
                                (FIDELITY'S COPY)


IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed this _______________ day of ______________________________, _________.


                           Employer:
                                       ---------------------------------------

                           By:
                                       ---------------------------------------

                           Title:
                                       ---------------------------------------




                           Employer:
                                       ---------------------------------------

                           By:
                                       ---------------------------------------

                           Title:
                                       ---------------------------------------



         Accepted by:

         Fidelity Management Trust Company, as Trustee


         By:                                                 Date:
                  -----------------------------------------       ------------

         Title:
                  -----------------------------------------


Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001
                               (C) 2001 FMR Corp.
                              All rights reserved.


                                       26
<PAGE>
                                                                   EXHIBIT 10.28






                                 EXECUTION PAGE
                                (EMPLOYER'S COPY)


IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed this _______________ day of ______________________________, _________.


                           Employer:
                                       ---------------------------------------

                           By:
                                       ---------------------------------------

                           Title:
                                       ---------------------------------------




                           Employer:
                                       ---------------------------------------

                           By:
                                       ---------------------------------------

                           Title:
                                       ---------------------------------------



         Accepted by:

         Fidelity Management Trust Company, as Trustee


         By:                                                 Date:
                  -----------------------------------------       ------------

         Title:
                  -----------------------------------------


Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001
                               (C) 2001 FMR Corp.
                              All rights reserved.


                                       27
<PAGE>
                                                                   EXHIBIT 10.28







                            AMENDMENT EXECUTION PAGE


         This page is to be completed in the event the Employer modifies any
prior election(s) or makes a new election(s) in this Adoption Agreement. Attach
the amended page(s) of the Adoption Agreement to this execution page.

         The following section(s) of the Plan are hereby amended effective as of
the date(s) set forth below:

<Table>
<Caption>
             Section Amended                                  Page                                 Effective Date
------------------------------------------- ----------------------------------------- -----------------------------------------
<S>                                         <C>                                       <C>








</Table>


         IN WITNESS WHEREOF, the Employer has caused this Amendment to be
         executed this _______________ day of ______________________________,
         _________.



Employer:                                Employer:
          ---------------------------              ---------------------------


By:                                      By:
          ---------------------------              ---------------------------


Title:                                   Title:
          ---------------------------              ---------------------------


Accepted by:

Fidelity Management Trust Company, as Trustee


By:                                                 Date:
         -----------------------------------------       ------------

Title:
         -----------------------------------------


Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001
                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       28
<PAGE>
                                                                   EXHIBIT 10.28






                                    ADDENDUM

                           RE: SPECIAL EFFECTIVE DATES
                                       FOR

         PLAN NAME: Thousand Trails, Inc. Employees Savings Trust


         (a)      [ ]      SPECIAL EFFECTIVE DATES FOR OTHER PROVISIONS - The
                           following provisions (e.g., new eligibility
                           requirements, new contribution formula, etc.) shall
                           be effective as of the dates specified herein:


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

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

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

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

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

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


         (b)      [ ]      PLAN MERGER EFFECTIVE DATES - The following plan(s)
                           were merged into the Plan after the Effective Date
                           indicated in Subsection 1.01(g)(1) or (2), as
                           applicable. The provisions of the Plan are effective
                           with respect to the merged plan(s) as of the date(s)
                           indicated below:

                  (1)      Name of merged plan:






                           Effective date:


Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001
                               (C) 2001 FMR Corp.
                              All rights reserved.


                                       29
<PAGE>
                                                                   EXHIBIT 10.28





                  (2)      Name of merged plan:






                           Effective date:


                  (3)      Name of merged plan:






                           Effective date:


                  (4)      Name of merged plan:






                           Effective date:


                  (5)      Name of merged plan:






                           Effective date:


Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001
                               (C) 2001 FMR Corp.
                              All rights reserved.


                                       30
<PAGE>
                                                                   EXHIBIT 10.28






                                    ADDENDUM

                 RE: SAFE HARBOR MATCHING EMPLOYER CONTRIBUTION
                                       FOR

         PLAN NAME: Thousand Trails, Inc. Employees Savings Trust

         (a)      SAFE HARBOR MATCHING EMPLOYER CONTRIBUTION FORMULA

                  NOTE: Matching Employer Contributions made under this Option
                  must be 100% vested when made and may only be distributed
                  because of death, disability, separation from service, age 59
                  1/2, or termination of the Plan without the establishment of a
                  successor plan. In addition, each Plan Year, the Employer must
                  provide written notice to all Active Participants of their
                  rights and obligations under the Plan.

                  (1)      [ ]      100% of the first 3% of the Active
                                    Participant's Compensation contributed to
                                    the Plan and 50% of the next 2% of the
                                    Active Participant's Compensation
                                    contributed to the Plan.

                           (A)      [ ]      Safe harbor Matching Employer
                                             Contributions shall not be made
                                             on behalf of Highly Compensated
                                             Employees.

                           NOTE: If the Employer selects this formula and does
                           not elect Option 1.10(b), Additional Matching
                           Employer Contributions, Matching Employer
                           Contributions will automatically meet the safe harbor
                           contribution requirements for deemed satisfaction of
                           the "ACP" test. (Employee Contributions must still be
                           tested.)

                  (2)      [ ]      Other Enhanced Match:

                           __________% of the first __________% of the Active
                           Participant's Compensation contributed to the plan,

                           __________% of the next __________% of the Active
                           Participant's Compensation contributed to the plan,

                           __________% of the next __________% of the Active
                           Participant's Compensation contributed to the plan.

                           NOTE: To satisfy the safe harbor contribution
                           requirement for the "ADP" test, the percentages
                           specified above for Matching Employer Contributions
                           may not increase as the percentage of Compensation
                           contributed increases, and the aggregate amount of
                           Matching Employer Contributions at such rates must at
                           least equal the aggregate amount of Matching Employer
                           Contributions which would be made under the
                           percentages described in (a)(1) of this Addendum.

                           (A)      [ ]      Safe harbor Matching Employer
                                             Contributions shall not be made on
                                             behalf of Highly Compensated
                                             Employees.


Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001
                               (C) 2001 FMR Corp.
                              All rights reserved.


                                  31
<PAGE>
                                                                   EXHIBIT 10.28




                           (B)      [ ]      The formula specified
                                             above is also intended to satisfy
                                             the safe harbor contribution
                                             requirement for deemed
                                             satisfaction of the "ACP" test
                                             with respect to Matching Employer
                                             Contributions. (Employee
                                             Contributions must still be
                                             tested.)

                                    NOTE: To satisfy the safe harbor
                                    contribution requirement for the "ACP" test,
                                    the Deferral Contributions and/or Employee
                                    Contributions matched cannot exceed 6% of a
                                    Participant's Compensation.


Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001
                               (C) 2001 FMR Corp.
                              All rights reserved.

                                  32
<PAGE>
                                                                   EXHIBIT 10.28





                                    ADDENDUM

                RE: SAFE HARBOR NONELECTIVE EMPLOYER CONTRIBUTION
                                       FOR

         PLAN NAME: Thousand Trails, Inc. Employees Savings Trust

         (a)      SAFE HARBOR NONELECTIVE EMPLOYER CONTRIBUTION ELECTION

                  (1)      [ ]   For each Plan Year, the Employer shall
                                 contribute for each eligible Active
                                 Participant an amount equal to _____% (NOT LESS
                                 THAN 3% NOR MORE THAN 15%) of such Active
                                 Participant's Compensation.

                  (2)      [ ]   The Employer may decide each Plan Year
                                 whether to amend the Plan by electing and
                                 completing (A) below to provide for a
                                 contribution on behalf of each eligible
                                 Active Participant in an amount equal to at
                                 least 3% of such Active Participant's
                                 Compensation.

                           NOTE: An Employer that has selected Subsection (a)(2)
                           above must amend the Plan by electing (A) below and
                           completing the Amendment Execution Page no later than
                           30 days prior to the end of each Plan Year for which
                           safe harbor Nonelective Employer Contributions are
                           being made.

                           (A)   [ ]    For the Plan Year beginning _____, the
                                        Employer shall contribute for each
                                        eligible Active Participant an
                                        amount equal to % (not less than
                                        3% nor more than 15%) of such
                                        Active Participant's Compensation.

                  NOTE: Safe harbor Nonelective Employer Contributions must be
                  100% vested when made and may only be distributed because of
                  death, disability, separation from service, age 59 1/2, or
                  termination of the Plan without the establishment of a
                  successor plan. In addition, each Plan Year, the Employer must
                  provide written notice to all Active Participants of their
                  rights and obligations under the Plan.

         (b)      [ ]      Safe harbor Nonelective Employer Contributions shall
                           not be made on behalf of Highly Compensated
                           Employees.

         (c)      [ ]      In conjunction with its election of the safe harbor
                           described above, the Employer has elected to make
                           Matching Employer Contributions under Subsection 1.10
                           that are intended to meet the requirements for deemed
                           satisfaction of the "ACP" test with respect to
                           Matching Employer Contributions.



Plan Number: 48514
The CORPORATEplan for Retirement(SM)                            Non-Std PS Plan
                                                                     12/05/2001
                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       33
<PAGE>
                                                                   EXHIBIT 10.28





                                    ADDENDUM

                      RE: PROTECTED IN-SERVICE WITHDRAWALS
                                       FOR

         PLAN NAME: Thousand Trails, Inc. Employees Savings Trust


         (a)      RESTRICTIONS ON IN-SERVICE WITHDRAWALS OF AMOUNTS HELD FOR
                  SPECIFIED PERIOD - The following restrictions apply to
                  in-service withdrawals made in accordance with Subsection
                  1.18(d)(1)(A) (CANNOT INCLUDE ANY MANDATORY SUSPENSION OF
                  CONTRIBUTIONS RESTRICTION):

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

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

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

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

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


         (b)      RESTRICTIONS ON IN-SERVICE WITHDRAWALS BECAUSE OF
                  PARTICIPATION IN PLAN FOR 60 OR MORE MONTHS - The following
                  restrictions apply to in-service withdrawals made in
                  accordance with Subsection 1.18(d)(1)(B) (CANNOT INCLUDE ANY
                  MANDATORY SUSPENSION OF CONTRIBUTIONS RESTRICTION):

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

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

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

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

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

         (c)      [ ]      OTHER IN-SERVICE HARDSHIP WITHDRAWAL PROVISIONS -
                           In-service hardship withdrawals are permitted from a
                           Participant's Deferral Contributions Account and the
                           other sub-accounts specified below, subject to the
                           conditions otherwise applicable to hardship
                           withdrawals from a Participant's Deferral
                           Contributions Account:

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

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

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

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

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


Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001
                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       34
<PAGE>
                                                                   EXHIBIT 10.28





         (d)      [ ]      OTHER IN-SERVICE WITHDRAWAL PROVISIONS - In-service
                           withdrawals from a Participant's Accounts specified
                           below shall be available to Participants who satisfy
                           the requirements also specified below:

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

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

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

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

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

                  (1)      [ ]      The following restrictions apply to a
                                    Participant's Account following an
                                    in-service withdrawal made pursuant to (d)
                                    above (CANNOT INCLUDE ANY MANDATORY
                                    SUSPENSION OF CONTRIBUTIONS RESTRICTION):

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

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

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

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

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


Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001
                               (C) 2001 FMR Corp.
                              All rights reserved.


                                       35
<PAGE>
                                                                   EXHIBIT 10.28





                                    ADDENDUM

                              RE: FORMS OF PAYMENT
                                       FOR



         PLAN NAME: Thousand Trails, Inc. Employees Savings Trust

         (a)      The following optional forms of annuity will continue to be
                  offered under the Plan:


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

         (b)      The forms of payment described in Section 1.19(b), (c) and/or
                  (d) apply to the following class(es) of Participants:


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

                  NOTE: Please indicate if different classes of Participants are
                  subject to different forms of payment.

         (c)      The following forms of payment were previously available under
                  the Plan but will be eliminated as of the date specified in
                  subsection (4) below (check the applicable (box(es) and
                  complete (4)):

                  (1)      [ ]      INSTALLMENT PAYMENTS.

                  (2)      [ ]      ANNUITIES.

                           (A)      [ ]      The normal form of payment under
                                             the Plan was a lump sum and all
                                             optional annuity forms of payment
                                             not listed under Section
                                             1.19(c)(2)(A)(i) are eliminated.
                                             The eliminated forms of payment
                                             include the following:


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

                           (B)      [ ]      The normal form of payment under
                                             the Plan was a life annuity and
                                             all annuity forms of payment not
                                             listed under Section 1.19(c)(2)(B)
                                             are eliminated. (COMPLETE (i) AND
                                             (ii) AND, IF APPLICABLE, (iii).)

                                             (i)   The normal form for
                                                   married Participants was
                                                   a qualified joint and _____%
                                                   (AT LEAST 50%) survivor
                                                   annuity. The normal form
                                                   for unmarried
                                                   Participants was a
                                                   single life annuity,
                                                   unless a different form
                                                   is specified below:


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

                                             (ii) The qualified preretirement
                                                  survivor annuity provided
                                                  to a Participant's spouse
                                                  was purchased with _____% (AT
                                                  LEAST 50%) of the
                                                  Participant's Account.

                                             (iii)The other annuity form(s)
                                                  of payment previously
                                                  available under the Plan
                                                  included the following:


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



Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001
                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       36
<PAGE>
                                                                   EXHIBIT 10.28




                  (3)      [ ]      OTHER NON-ANNUITY FORMS OF PAYMENT. All
                                    other non-annuity forms of payment that are
                                    not listed in Section 1.19(d) but that were
                                    previously available under the Plan are
                                    eliminated. The eliminated non-annuity forms
                                    of payment include the following:


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

                  (4)      The form(s) of payment described in this Subsection
                           (c) will not be offered to Participants who have an
                           Annuity Starting Date which occurs on or after ______
                           (CANNOT BE EARLIER THAN SEPTEMBER 6, 2000).
                           Notwithstanding the date entered above, the forms of
                           payment described in this Subsection (c) will
                           continue to be offered to Participants who have an
                           Annuity Starting Date that occurs (1) within 90 days
                           following the date the Employer provides affected
                           Participants with a summary that satisfies the
                           requirements of 29 CFR 2520.104b-3 and that notifies
                           them of the elimination of the applicable form(s) of
                           payment, but (2) no later than the first day of the
                           second Plan Year following the Plan Year in which the
                           amendment eliminating the applicable form(s) of
                           payment is adopted.



Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001
                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       37
<PAGE>
                                                                   EXHIBIT 10.28





                                    ADDENDUM

                              RE: VESTING SCHEDULE
                                       FOR

         PLAN NAME: Thousand Trails, Inc. Employees Savings Trust


         (a)      MORE FAVORABLE VESTING SCHEDULE

                  (1)      The following vesting schedule applies to the class
                           of Participants described in (a)(2) below:


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


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


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


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


                  (2)      The vesting schedule specified in (a)(1) above
                           applies to the following class of Participants:


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

         (b)      [ ]      ADDITIONAL VESTING SCHEDULE

                  (1)      The following vesting schedule applies to the class
                           of Participants described in (b)(2) below:


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


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


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


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


Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001
                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       38
<PAGE>

                                                                   EXHIBIT 10.28





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


                  (2)      The vesting schedule specified in (b)(1) above
                           applies to the following class of Participants:


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





Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001
                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       39
<PAGE>

                                                                   EXHIBIT 10.28





                                    ADDENDUM

                           RE: POSTPONED DISTRIBUTIONS
                                       FOR

PLAN NAME: Thousand Trails, Inc. Employees Savings Trust


POSTPONEMENT OF CERTAIN DISTRIBUTIONS TO ELIGIBLE PARTICIPANTS - The types of
distributions specified below to eligible Participants of their vested interests
in their Accounts shall be postponed for the period also specified below:



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


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


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


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


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


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


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



Notwithstanding the foregoing, if the Employer selected an Early Retirement Age
in Subsection 1.14(b) that is the later of an attained age or completion of a
specified number of years of Vesting Service, any Participant who terminates
employment on or after completing the required number of years of Vesting
Service, but before attaining the required age shall be eligible to commence
distribution of his vested interest in his Account upon attaining the required
age.



Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001
                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       40
<PAGE>
                                                                   EXHIBIT 10.28





                                    ADDENDUM

                               RE: 415 CORRECTION
                                       FOR

PLAN NAME: Thousand Trails, Inc. Employees Savings Trust


(a)      OTHER FORMULA FOR LIMITING ANNUAL ADDITIONS TO MEET 415 - If the
         Employer, or any employer required to be aggregated with the Employer
         under Code Section 415, maintains any other qualified defined
         contribution plans or any "welfare benefit fund", "individual medical
         account", or "simplified medical account", annual additions to such
         plans shall be limited as follows to meet the requirements of Code
         Section 415:


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


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


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


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


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


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


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


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


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


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


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



Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001
                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       41
<PAGE>
                                                                   EXHIBIT 10.28





                                    ADDENDUM

                              RE: 416 CONTRIBUTION
                                       FOR

PLAN NAME: Thousand Trails, Inc. Employees Savings Trust


(a)      OTHER METHOD OF SATISFYING THE REQUIREMENTS OF 416 - If the Employer,
         or any employer required to be aggregated with the Employer under Code
         Section 416, maintains any other qualified defined contribution or
         defined benefit plans, the minimum benefit requirements of Code Section
         416 shall be satisfied as follows:


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

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

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

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

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

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

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

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


Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001
                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       42
<PAGE>

                                                                   EXHIBIT 10.28




                                SNAP OFF ADDENDUM

                     RE: EFFECTIVE DATES FOR GUST COMPLIANCE
                                       FOR

         PLAN NAME: Thousand Trails, Inc. Employees Savings Trust


         Notwithstanding any other provision of the Plan to the contrary, to
         comply with changes required by the Retirement Protection Act of 1994
         ("GATT"), the Uniformed Services Employment and Reemployment Rights Act
         of 1994 ("USERRA"), the Small Business Job Protection Act of 1996
         ("SBJPA"), the Taxpayer Relief Act of 1997 ("TRA '97") and the Internal
         Revenue Service Restructuring and Reform Act of 1998 (collectively,
         "GUST"), the following provisions shall apply effective as of the dates
         set forth below:

         (a)      THE FOLLOWING ELECTIONS WERE IN EFFECT FOR PLAN YEARS
                  BEGINNING ON OR AFTER JANUARY 1, 1997 AND ENDING BEFORE THE
                  DATE SPECIFIED IN SUBSECTION 1.01(g)(2):

                  (1)      HCE DETERMINATIONS HISTORY - The Plan was operated in
                           accordance with the provisions of Subsections 1.06(a)
                           and 1.06(b), unless otherwise provided below.

                           (A)      [ ]      HCE DETERMINATIONS: LOOK BACK YEAR
                                             ELECTIONS - For the following Plan
                                             Year(s), the Plan was operated in
                                             accordance with a different look
                                             back year election as provided
                                             below:



                           (B)      [ ]      HCE DETERMINATIONS: TOP PAID GROUP
                                             ELECTIONS - For the following Plan
                                             Year(s), the Plan was operated in
                                             accordance with a different top
                                             paid group election as provided
                                             below:


                  (2)      ADP/ACP TESTING METHODS HISTORY - The Plan was
                           operated using the testing method shown in Subsection
                           1.06(a), unless otherwise provided below.

                  (A)      [ ]      For the following Plan Years, the Plan was
                                    operated in accordance with a different
                                    method as provided below:

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

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

         (3)      FIRST YEAR TESTING METHOD - If the first Plan Year that the
                  Plan, other than a successor plan, permitted Deferral
                  Contributions or provided for either Employee or Matching
                  Employer Contributions, occurred on or after January 1, 1997
                  but prior to the Effective Date specified in Subsection
                  1.01(g)(2), the "ADP" and/or "ACP" test for such first Plan
                  Year was applied using the actual "ADP" and/or "ACP" of
                  Non-Highly Compensated Employees for such first Plan Year,
                  unless otherwise provided below.

                  (A)      [ ]


Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001
                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       43
<PAGE>

                                                                   EXHIBIT 10.28





                                    The "ADP" and/or "ACP" test for the first
                                    Plan Year that the Plan permitted Deferral
                                    Contributions or provided for either
                                    Employee or Matching Employer Contributions
                                    was applied assuming a 3% "ADP" and/or "ACP"
                                    for Non-Highly Compensated Employees.

         (b)      THE FOLLOWING PROVISIONS ARE EFFECTIVE AS OF THE FOLLOWING
                  DATES, EXCEPT AS OTHERWISE PROVIDED IN THE APPLICABLE
                  SUBSECTION(S) (A):

                  (1)      The definition of "Required Beginning Date" in
                           Subsection 2.01(ss) is effective January 1, 1997.

                           (A)      [ ]   Later effective date applicable to
                                          the definition of Required
                                          Beginning Date in Subsection
                                          2.01(ss): _____ (CANNOT BE LATER THAN
                                          THE JANUARY 1 FOLLOWING THE DATE
                                          SPECIFIED IN SUBSECTION
                                             1.01(g)(2)).

                  (2)      The elimination of all family aggregation rules is
                           effective for Plan Years beginning on or after
                           January 1, 1997.

                           (A)      [ ]   Later effective date applicable to
                                          elimination of family aggregation
                                          rules: _____ (CANNOT BE LATER THAN THE
                                          FIRST DAY OF THE PLAN YEAR IN
                                          WHICH THE DATE SPECIFIED IN
                                          SUBSECTION 1.01(g)(2) OCCURS).

                  (3)      The inclusion in Compensation for purposes of Code
                           Section 415 of amounts excluded from gross income
                           under a salary reduction agreement by reason of the
                           application of Code Sections 125, 402(e)(3), 402(h),
                           or 403(b), as provided in Subsection 6.12(d), is
                           effective for Limitation Years beginning on or after
                           January 1, 1998.

                           (A)      [ ]   Later effective date applies to
                                          modification of definition of
                                          Compensation for Code Section 415
                                          purposes: _____ (CANNOT BE LATER THAN
                                          THE FIRST DAY OF THE LIMITATION YEAR
                                          IN WHICH THE DATE SPECIFIED IN
                                          SUBSECTION 1.01(g)(2) OCCURS).

                  (4)      The increase in the cash out limitation from $3,500
                           to $5,000 is effective the first day of the first
                           Plan Year beginning after August 5, 1997.

                           (A)      [ ]   Later effective date applies to
                                          increase in cash out limitation:
                                          _____ (CANNOT BE LATER THAN THE DATE
                                          SPECIFIED IN SUBSECTION
                                          1.01(g)(2)).

                  (5)      The elimination of the "look back" requirement for
                           mandatory cashouts with respect to Participants whose
                           Accounts are not subject to the requirements of
                           Section 14.04 shall be effective with respect to
                           distributions made on or after March 22, 1999.

                           (A)      [ ]   Later effective date applies to
                                          elimination of look back
                                          requirement for mandatory
                                          cashouts: _____ (CANNOT BE LATER THAN
                                          THE DATE SPECIFIED IN SUBSECTION
                                          1.01(g)(2)).

                  (6)      The exclusion from the definition of "eligible
                           rollover distribution" in Subsection 13.04(c) of
                           hardship withdrawals of Deferral Contributions made
                           in accordance with the provisions of Section 10.05 or
                           the Protected In-Service Withdrawal Addendum to the
                           Adoption Agreement is effective for distributions
                           made on or after January 1, 1999.


Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001
                               (C) 2001 FMR Corp.
                              All rights reserved.


                                       44
<PAGE>
                                                                   EXHIBIT 10.28




                           (A)      [ ]   Later effective date applies to
                                          rollover treatment of hardship
                                          withdrawals of Deferral
                                          Contributions: ______ (CANNOT BE LATER
                                          THAN THE EARLIER OF JANUARY 1,
                                          2000 OR THE DATE SPECIFIED IN
                                          SUBSECTION 1.01(g)(2)).

         (c)      THE FOLLOWING PROVISIONS ARE EFFECTIVE AS OF THE FOLLOWING
                  DATES:

                  (1)      The inclusion in Compensation of amounts excluded
                           from gross income under a salary reduction agreement
                           by reason of the application of Code Sections
                           132(f)(4) (the "132(f) Amendment"), as provided in
                           Subsections 2.01(s) and 2.01(z) and Sections 5.02 and
                           15.03 is effective for Plan Years beginning on or
                           after January 1, 2001, or, if earlier, the first day
                           of the Plan Year in which the Plan has been operated
                           in accordance with the 132(f) Amendment, but, in no
                           case earlier than the first Plan Year beginning on or
                           after January 1, 1998.

                           The 132(f) Amendment, as provided in Subsection
                           6.12(d) is effective for Limitation Years beginning
                           on or after January 1, 2001, or, if earlier, the
                           first day of the Limitation Year in which the Plan
                           has been operated in accordance with the 132(f)
                           Amendment, but, in no case earlier than the first
                           Limitation Year beginning on or after January 1,
                           1998.

                  (2)      The definition of "Highly Compensated Employee" in
                           Subsection 2.01(z) is effective for Plan Years
                           beginning on or after January 1, 1997.

                  (3)      The definition of "Leased Employee" in Subsection
                           2.01(cc) is effective for Plan Years beginning on or
                           after January 1, 1997.

                  (4)      The change in the "maximum permissible amount", as
                           defined in Subsection 6.01(r), to $30,000 adjusted
                           for cost of living increases, is effective for
                           Limitation Years beginning on or after January 1,
                           1995.

                  (5)      The rules for applying the "ADP" test, described in
                           Section 6.03, and the "ACP" test, described in
                           Section 6.06 are effective for Plan Years beginning
                           on or after January 1, 1997.

                  (6)      The rules for allocating and distributing "excess
                           contributions", as provided in Section 6.04, and the
                           rules for allocation, distribution and forfeiture of
                           "excess aggregate contributions", as provided in
                           Section 6.07 are effective for Plan Years beginning
                           on or after January 1, 1997.

                  (7)      The 4% limitation on discretionary matching employer
                           contributions in the event the Plan is intended to
                           satisfy the safe harbor contribution requirements
                           under the Code such that the "ADP" test (and, if
                           applicable, the "ACP" test) is deemed satisfied is
                           effective only for Plan Years beginning on or after
                           January 1, 2000.

                  (8)      The provisions of Section 18.03, regarding the Code
                           Section 401(a)(13)(C) and (D) exceptions to the
                           nonalienability of benefits rules, apply to
                           judgments, orders, and decrees issued and settlement
                           agreements entered into on or after August 5, 1997.

                  (9)      The provisions of Section 18.07, regarding veterans
                           reemployment rights, are effective December 12, 1994.



Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001
                               (C) 2001 FMR Corp.
                              All rights reserved.


                                       45

<PAGE>

                                                                   EXHIBIT 10.28



(d)      FOR PLAN YEARS ENDING BEFORE THE DATE SPECIFIED IN SUBSECTION
         1.01(g)(2), THE PROVISIONS OF THIS AMENDMENT AND RESTATEMENT THAT ARE
         RELATED TO GUST SHALL APPLY IN ACCORDANCE WITH THE PROVISIONS OF THIS
         AMENDMENT AND RESTATEMENT, EXCEPT AS OTHERWISE PROVIDED BELOW:


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

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

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

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

(e)      FOR PLAN YEARS ENDING BEFORE THE DATE SPECIFIED IN SUBSECTION
         1.01(g)(2), THE PROVISIONS OF THIS AMENDMENT AND RESTATEMENT THAT ARE
         RELATED TO GUST SHALL APPLY TO ALL PLANS MERGED INTO   THE PLAN DURING
         THE PERIOD COVERED BY THIS ADDENDUM EXCEPT TO THE EXTENT ANY SUCH
         MERGED PLAN IS AMENDED TO PROVIDE OTHERWISE OR AS PROVIDED BELOW:


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

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

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

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


Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.


                                       46
<PAGE>
                                                                   EXHIBIT 10.28




        THE CORPORATEPLAN FOR RETIREMENT(SM) (PROFIT SHARING/401(K) PLAN)

                         ADDENDUM TO ADOPTION AGREEMENT

                       FIDELITY BASIC PLAN DOCUMENT NO. 02

    RE: ECONOMIC GROWTH AND TAX RELIEF RECONCILIATION ACT OF 2001 ("EGTRRA")
                                 AMENDMENTS FOR

PLAN NAME:  THOUSAND TRAILS, INC. EMPLOYEES SAVINGS TRUST

PREAMBLE

ADOPTION AND EFFECTIVE DATE OF AMENDMENT. This amendment of the Plan is adopted
to reflect certain provisions of the Economic Growth and Tax Relief
Reconciliation Act of 2001 ("EGTRRA"). This amendment is intended as good faith
compliance with the requirements of EGTRRA and is to be construed in accordance
with EGTRRA and guidance issued thereunder. Except as otherwise provided below,
this amendment shall be effective as of the first day of the first plan year
beginning after December 31, 2001.

SUPERSESSION OF INCONSISTENT PROVISIONS. This amendment shall supersede the
provisions of the Plan to the extent those provisions are inconsistent with the
provisions of this amendment.

(a)      CATCH-UP CONTRIBUTIONS. The Employer must select either (1) or (2)
         below to indicate whether eligible Participants age 50 or older by the
         end of a calendar year will be permitted to make catch-up contributions
         to the Plan, as described in Section 5.03(b)(1):

         (1)  [X]  Catch-up contributions shall apply effective January 1, 2002,
                   unless a later effective date is specified herein, _______.

         (2)  [ ]  Catch-up contributions shall not apply.

         NOTE: The Employer must NOT select (a)(1) above unless all plans of all
         employers treated, with the Employer, as a single employer under
         subsections (b), (c), (m), or (o) of Code Section 414 also permit catch
         up contributions (except a plan maintained by the Employer that is
         qualified under Puerto Rico law), as provided in Code Section 414(v)(4)
         and IRS guidance issued thereunder. The effective date applicable to
         catch-up contributions must likewise be consistent among all plans
         described immediately above, to the extent required in Code Section
         414(v)(4) and IRS guidance issued thereunder.

(b)      PLAN LIMIT ON ELECTIVE DEFERRAL FOR PLANS PERMITTING CATCH-UP
         CONTRIBUTIONS. This Section (b) is inapplicable if the Plan converted
         to this Fidelity document from any other document effective after April
         1, 2002.

         For Plans that permit catch-up contributions beginning on or before
         April 1, 2002, pursuant to (a)(1) above, the 60% Plan Limit described
         in Section 5.03(b)(2) shall apply beginning April 1, 2002, unless
         (b)(1) or (b)(2) is selected below. For Plans that permit catch up
         contributions beginning after April 1, 2002, pursuant to (a)(1) above,
         the Plan Limit set out in Section 1.07(a)(1) shall continue to apply
         unless and until the Employer's election in (b)(2) below, if any,
         provides for a change in the Plan Limit.

         (1)  [ ]  The Plan Limit set out in Section 1.07(a)(1) shall continue
                   to apply on and after April 1, 2002.

         (2)  [ ]  The Plan Limit set out in Section 1.07(a)(1) shall continue
                   to apply until __________ (cannot be before April 1, 2002),
                   and the Plan Limit after that date shall be ____% of
                   Compensation each payroll period.


Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       47
<PAGE>
                                                                   EXHIBIT 10.28



 (c)     MATCHING EMPLOYER CONTRIBUTIONS ON CATCH-UP CONTRIBUTIONS. The Employer
         must select the box below only if the Employer selected (a)(1) above,
         and the Employer wants to provide Matching Employer Contributions on
         catch-up contributions. In that event, the same rules that apply to
         Matching Employer Contributions on Deferral Contributions other than
         catch-up contributions will apply to Matching Employer Contributions on
         catch-up contributions.

         [ ]     Notwithstanding anything in 2.01(l) to the contrary, Matching
                 Employer Contributions under Section 1.10 shall apply to
                 catch-up contributions described in Section 5.03(b)(1).


(d)      VESTING OF MATCHING EMPLOYER CONTRIBUTIONS. Complete this section (d)
         only if the vesting schedule for Matching Employer Contributions under
         the Plan must be amended to comply with EGTRRA. This is the case if, in
         the absence of an amendment, the vesting schedule for Matching Employer
         Contributions would not be at least as rapid as Three-Year Cliff or
         Six-Year Graded Vesting, effective for Participants with at least one
         Hour of Service on or after the first Plan Year beginning after
         December 31, 2001, subject to the rule described in (2) below. Complete
         (d)(1) to specify the new vesting schedule; any vesting schedule
         changes must conform to the requirements of Section 16.04 of the Plan.
         Only complete (d)(2) if your Plan is maintained pursuant to a
         collective bargaining agreement ratified by June 7, 2001. Complete
         (d)(3) if the Employer wants to apply the vesting schedule selected in
         (d)(1) to only the portion of a Participant's accrued benefits derived
         from Matching Employer Contributions for Plan Years beginning after
         December 31, 2001.

         (1)  VESTING SCHEDULE FOR MATCHING EMPLOYER CONTRIBUTIONS. Unless the
              Employer checks the box in (d)(3) of this EGTRRA Amendments
              Addendum, the Vesting Schedule set forth below shall apply to all
              accrued benefits derived from Matching Employer Contributions for
              Participants who complete an Hour of Service under the Plan in a
              Plan Year beginning after December 31, 2001, regardless of the
              Plan Year for which such contributions are made, subject to the
              Employer's election of a later effective date as indicated in
              (d)(2) below:


         [ ]      100% Vesting immediately

         [ ]      3-Year Cliff (see C below)

         [X]      6-Year Graded (see E below)

         [ ]      Other Vesting Schedule (complete G3 below, but must be at
                  least as favorable as either C or E)



Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       48
<PAGE>
                                                                   EXHIBIT 10.28





<Table>
<Caption>
                       APPLICABLE VESTING SCHEDULE
----------------------------------------------------------------------
             YEARS OF                  C            E            G3
          VESTING SERVICE
------------------------------- ------------ ------------ ------------
<S>                             <C>          <C>          <C>

                 0                      0%          0%             %
                                                            -------

                 1                      0%          0%             %
                                                            -------

                 2                      0%         20%             %
                                                            -------

                 3                    100%         40%             %
                                                            -------

                 4                    100%         60%             %
                                                            -------

                 5                    100%         80%             %
                                                            -------

             6 or more                100%        100%          100%

</Table>

(2)      DELAYED EFFECTIVE DATE FOR PLANS SUBJECT TO COLLECTIVE BARGAINING. If
         the plan is maintained pursuant to one or more collective bargaining
         agreements ratified by June 7, 2001, the effective date for faster
         vesting of Matching Employer Contributions for Participants covered by
         such a collective bargaining agreement can be delayed by checking the
         box below and inserting the effective date, which is the first day of
         the first Plan Year beginning on or after the earlier of (i) January 1,
         2006, or (ii) the later of the date on which the last of the collective
         bargaining agreements described above terminates (without regard to any
         extension on or after June 7, 2001), or January 1, 2002.

         [ ]      The vesting schedule elected by the Employer in (d)(1) above
                  shall apply to those Participants covered by a collective
                  bargaining agreement(s) ratified by June 7, 2001, who have at
                  least one Hour of Service on or after _________. Unless the
                  Employer selects the box in (d)(3) below, the vesting
                  schedule selected in (d)(1) above shall apply to the entire
                  accrued benefit derived from Matching Employer Contributions
                  of such Participants with an Hour of Service in a Plan Year
                  beginning on or after the date specified herein. For all
                  other Participants, the vesting schedule shall apply as of
                  the date and in the manner described in (d)(1) and, where
                  applicable, (d)(3).

(3)      GRANDFATHERED APPLICATION OF PRIOR VESTING SCHEDULE. The Employer must
         check the box below only if the Employer wants to grandfather an
         existing vesting schedule and apply the vesting schedule that the
         Employer selected in (d)(1) above to only that portion of a
         Participant's accrued benefit derived from Matching Employer
         Contributions for Plan Years beginning after December 31, 2001, (and/or
         for Plan Years beginning on or after the date specified in (d)(2), for
         any Participants subject to (d)(2), if selected by the Employer).

         [ ]      The Vesting Schedule in (d)(1) above shall apply only to the
                  portion of a Participant's accrued benefits derived from
                  Matching Employer Contributions under the Plan in a Plan Year
                  beginning after December 31, 2001, or such later date
                  applicable to the Participant if specified in (d)(2) above.

(e)      ROLLOVERS OF AFTER-TAX EMPLOYEE CONTRIBUTIONS TO THE PLAN. The Employer
         must mark the box below only if the Employer does not want the Plan to
         accept Participant Rollover Contributions of qualified plan after-tax
         employee contributions, as described in Section 5.06, which would
         otherwise be effective for distributions after December 31, 2001:

         [ ]     Participant Rollover Contributions or direct rollovers of
                 qualified plan after-tax employee contributions shall not be
                 accepted by the Plan at any time.


Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       49
<PAGE>
                                                                   EXHIBIT 10.28



(F)      APPLICATION OF THE SAME DESK RULE. The Employer must mark the box below
         only if the Employer wants to discontinue the application of the same
         desk rule set forth in Section 12.01(a).

         [ ]     Effective for distributions from the Plan after December 31,
                 2001, or such later date as specified herein _________, a
                 Participant's elective deferrals, qualified nonelective
                 contributions and qualified matching contributions, if
                 applicable, and earnings       attributable to such amounts
                 shall be distributable, upon a severance from employment as
                 described in Section 12.01(b), effective only for severances
                 occurring after _________ (or, if no date is entered,
                 regardless of when the severance occurred).



Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       50
<PAGE>
                                                                   EXHIBIT 10.28






                               AMENDMENT EXECUTION
                                (FIDELITY'S COPY)

IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed this
_____ day of ________________, ______.



EMPLOYER:                                 EMPLOYER:
          --------------------                      ----------------------------

By:                                       By:
        ----------------------                   -------------------------------

Title:                                    Title:
        ----------------------                   -------------------------------



ACCEPTED BY:  Fidelity Management Trust Company, as Trustee

By:                                       Date:
        ----------------------                   -------------------------------

Title:
        ----------------------





Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       51
<PAGE>
                                                                   EXHIBIT 10.28






                               AMENDMENT EXECUTION
                                (EMPLOYER'S COPY)

IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed this
_____ day of ________________, ______.



EMPLOYER:                                 EMPLOYER:
          --------------------                      ----------------------------

By:                                       By:
        ----------------------                   -------------------------------

Title:                                    Title:
        ----------------------                   -------------------------------


ACCEPTED BY:  Fidelity Management Trust Company, as Trustee

By:                                       Date:
        ----------------------                   -------------------------------

Title:
        ----------------------



Plan Number: 48514
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                             52
<PAGE>
                               THE CORPORATEPLAN

                               FOR RETIREMENT(SM)


                       FIDELITY BASIC PLAN DOCUMENT NO. 02



The CORPORATEplan for Retirement(SM)                      Basic Plan Document 02
                                                                       12/5/2001

                                (C)2001 FMR Corp.
                              All rights reserved.


<PAGE>


                                THE CORPORATEPLAN
                               FOR RETIREMENT(SM)

<Table>
<S>       <C>                                                                                             <C>
                                                 Preamble.
                                        Article 1. Adoption Agreement.
                                           Article 2. Definitions.
2.01.     Definitions ......................................................................................1
2.02.     Pronouns ........................................................................................13
2.03.     Special Effective Dates .........................................................................13
                                            Article 3. Service.
3.01.     Crediting of Eligibility Service ................................................................13
3.02.     Re-Crediting of Eligibility Service Following Termination of
           Employment .....................................................................................13
3.03.     Crediting of Vesting Service ....................................................................13
3.04.     Application of Vesting Service to a Participant's Account Following
           a Break in Vesting Service .....................................................................14
3.05.     Service with Predecessor Employer ...............................................................14
3.06.     Change in Service Crediting .....................................................................14
                                           Article 4. Participation.
4.01.     Date of Participation ...........................................................................15
4.02.     Transfers Out of Covered Employment .............................................................15
4.03.     Transfers Into Covered Employment ...............................................................15
4.04.     Resumption of Participation Following Reemployment ..............................................16
                                           Article 5. Contributions.
5.01.     Contributions Subject to Limitations ............................................................16
5.02.     Compensation Taken into Account in Determining Contributions ....................................16
5.03.     Deferral Contributions ..........................................................................17
5.04.     Employee Contributions ..........................................................................17
5.05.     No Deductible Employee Contributions ............................................................17
5.06.     Rollover Contributions ..........................................................................17
5.07.     Qualified Nonelective Employer Contributions ....................................................18
5.08.     Matching Employer Contributions .................................................................20
5.09.     Qualified Matching Employer Contributions .......................................................20
5.10.     Nonelective Employer Contributions ..............................................................20
5.11.     Vested Interest in Contributions ................................................................22
5.12.     Time for Making Contributions ...................................................................23
5.13.     Return of Employer Contributions ................................................................24
                                       Article 6. Limitations on Contributions.
6.01.     Special Definitions .............................................................................24
6.02.     Code Section 402(g) Limit on Deferral Contributions .............................................32
6.03.     Additional Limit on Deferral Contributions ......................................................32
6.04.     Allocation and Distribution of "Excess Contributions" ...........................................33
6.05.     Reductions in Deferral Contributions to Meet Code Requirements...................................34
6.06.     Limit on Matching Employer Contributions and Employee Contributions .............................34
6.07.     Allocation, Distribution, and Forfeiture of "Excess Aggregate
           Contributions" .................................................................................35
</Table>


The CORPORATEplan for Retirement(SM)                      Basic Plan Document 02
                                                                       12/5/2001

                                (C)2001 FMR Corp.
                              All rights reserved.
                                       i


<PAGE>



<Table>
<S>       <C>                                                                                             <C>
6.08.     Aggregate Limit on "Contribution Percentage Amounts" and "Includable
           Contributions" .................................................................................36
6.09.     Income or Loss on Distributable Contributions ...................................................36
6.10.     Deemed Satisfaction of "ADP" Test ...............................................................37
6.11.     Deemed Satisfaction of "ACP" Test With Respect to Matching Employer
           Contributions ..................................................................................38
6.12.     Code Section 415 Limitations ....................................................................38
                                       Article 7. Participants' Accounts.
7.01.     Individual Accounts .............................................................................42
7.02.     Valuation of Accounts ...........................................................................42
                                     Article 8. Investment of Contributions.
8.01.     Manner of Investment ............................................................................42
8.02.     Investment Decisions ............................................................................42
8.03.     Participant Directions to Trustee ...............................................................44
                                          Article 9. Participant Loans.
9.01.     Special Definitions .............................................................................44
9.02.     Participant Loans ...............................................................................44
9.03.     Separate Loan Procedures ........................................................................44
9.04.     Availability of Loans ...........................................................................44
9.05.     Limitation on Loan Amount .......................................................................45
9.06.     Interest Rate ...................................................................................45
9.07.     Level Amortization ..............................................................................45
9.08.     Security ........................................................................................45
9.09.     Transfer and Distribution of Loan Amounts from Permissible
           Investments ....................................................................................46
9.10.     Default .........................................................................................46
9.11.     Effect of Termination Where Participant has Outstanding Loan
           Balance ........................................................................................46
9.12.     Deemed Distributions Under Code Section 72(p) ...................................................46
9.13.     Determination of Account Value Upon Distribution Where Plan Loan is
           Outstanding ....................................................................................47
                                        Article 10. In-Service Withdrawals.
10.01.     Availability of In-Service Withdrawals .........................................................47
10.02.     Withdrawal of Employee Contributions ...........................................................48
10.03.     Withdrawal of Rollover Contributions ...........................................................48
10.04.     Age 59 1/2 Withdrawals .........................................................................48
10.05.     Hardship Withdrawals ...........................................................................48
10.06.     Preservation of Prior Plan In-Service Withdrawal Rules .........................................49
10.07.     Restrictions on In-Service Withdrawals .........................................................51
10.08.     Distribution of Withdrawal Amounts .............................................................51
                                          Article 11. Right to Benefits.
11.01.     Normal or Early Retirement .....................................................................51
11.02.     Late Retirement ................................................................................51
11.03.     Disability Retirement ..........................................................................51
11.04.     Death ..........................................................................................52
11.05.     Other Termination of Employment ................................................................52
11.06.     Application for Distribution ...................................................................52
11.07.     Application of Vesting Schedule Following Partial Distribution .................................53
</Table>


The CORPORATEplan for Retirement(SM)                      Basic Plan Document 02
                                                                       12/5/2001

                                (C)2001 FMR Corp.
                              All rights reserved.
                                       ii


<PAGE>



<Table>
<S>       <C>                                                                                             <C>
11.08.    Forfeitures ....................................................................................53
11.09.    Application of Forfeitures .....................................................................53
11.10.    Reinstatement of Forfeitures ...................................................................54
11.11.    Adjustment for Investment Experience ...........................................................54
                                            Article 12. Distributions.
12.01.    Restrictions On Distributions ..................................................................55
12.02.    Timing of Distribution Following Retirement or Termination of
           Employment ....................................................................................55
12.03.    Participant Consent to Distribution ............................................................55
12.04.    Required Commencement of Distribution to Participants ..........................................56
12.05.    Required Commencement of Distribution to Beneficiaries .........................................56
12.06.    Whereabouts of Participants and Beneficiaries ..................................................57
                                         Article 13. Form of Distribution.
13.01.    Normal Form of Distribution Under Profit Sharing Plan ..........................................58
13.02.    Cash Out of Small Accounts .....................................................................59
13.03.    Minimum Distributions ..........................................................................59
13.04.    Direct Rollovers ...............................................................................60
13.05.    Notice Regarding Timing and Form of Distribution ...............................................61
13.06.    Determination of Method of Distribution ........................................................62
13.07.    Notice to Trustee ..............................................................................62
                               Article 14. Superseding Annuity Distribution Provisions
14.01.    Special Definitions ............................................................................62
14.02.    Applicability ..................................................................................63
14.03.    Annuity Form of Payment ........................................................................63
14.04.    "Qualified Joint and Survivor "Annuity" and "Qualified Preretirement
           Survivor Annuity" Requirements ................................................................64
14.05.    Waiver of the "Qualified Joint and Survivor Annuity" and/or
           "Qualified Preretirement Survivor Annuity" Rights .............................................65
14.06.    Spouse's Consent to Waiver .....................................................................65
14.07.    Notice Regarding "Qualified Joint and Survivor Annuity" ........................................66
14.08.    Notice Regarding "Qualified Preretirement Survivor Annuity" ....................................66
14.09.    Former Spouse ..................................................................................67
                                          Article 15. Top-heavy Provisions.
15.01.    Definitions ....................................................................................67
15.02.    Application ....................................................................................69
15.03.    Minimum Contribution ...........................................................................69
15.04.    Modification of Allocation Provisions to Meet Minimum Contribution
           Requirements ..................................................................................70
15.05.    Adjustment to the Limitation on Contributions and Benefits .....................................72
15.06.    Accelerated Vesting ............................................................................72
15.07.    Exclusion of Collectively-Bargained Employees ..................................................72
                                        Article 16. Amendment and Termination.
16.01.    Amendments by the Employer That Do Not Affect Prototype Status .................................73
16.02.    Amendments by the Employer That Affect Prototype Status ........................................73
16.03.    Amendment by the Mass Submitter Sponsor and the Prototype Sponsor ..............................73
16.04.    Amendments Affecting Vested and/or Accrued Benefits ............................................74
16.05.    Retroactive Amendments Made by Mass Submitter or Prototype Sponsor..............................74
</Table>


The CORPORATEplan for Retirement(SM)                      Basic Plan Document 02
                                                                       12/5/2001

                                (C)2001 FMR Corp.
                              All rights reserved.
                                       iii


<PAGE>



<Table>
<S>       <C>                                                                                             <C>
16.06.    Termination ....................................................................................74
16.07.    Distribution Upon Termination of the Plan ......................................................75
16.08.    Merger or Consolidation of Plan; Transfer of Plan Assets .......................................75
                       Article 17. Amendment and Continuation of Prior Plan; Transfer of Funds
                                          to or from Other Qualified Plans.
17.01.    Amendment and Continuation of Prior Plan .......................................................75
17.02.    Transfer of Funds from an Existing Plan ........................................................76
17.03.    Acceptance of Assets by Trustee ................................................................78
17.04.    Transfer of Assets from Trust ..................................................................78
                                             Article 18. Miscellaneous.
18.01.    Communication to Participants ..................................................................79
18.02.    Limitation of Rights ...........................................................................80
18.03.    Nonalienability of Benefits ....................................................................80
18.04.    Qualified Domestic Relations Orders Procedures .................................................80
18.05.    Additional Rules for Paired Plans ..............................................................81
18.06.    Application of Plan Provisions in Multiple Employer Plans ......................................81
18.07.    Veterans Reemployment Rights ...................................................................82
18.08.    Facility of Payment ............................................................................82
18.09.    Information Between Employer and Trustee .......................................................82
18.10.    Effect of Failure to Qualify Under Code ........................................................82
18.11.    Directions, Notices and Disclosure .............................................................82
18.12.    Governing Law ..................................................................................83
                                          Article 19. Plan Administration.
19.01.    Powers and Responsibilities of the Administrator ...............................................83
19.02.    Nondiscriminatory Exercise of Authority ........................................................83
19.03.    Claims and Review Procedures ...................................................................84
19.04.    Named Fiduciary ................................................................................84
19.05.    Costs of Administration ........................................................................84
                                            Article 20. Trust Agreement.
20.01.    Acceptance of Trust Responsibilities ...........................................................85
20.02.    Establishment of Trust Fund ....................................................................85
20.03.    Exclusive Benefit ..............................................................................85
20.04.    Powers of Trustee ..............................................................................85
20.05.    Accounts .......................................................................................87
20.06.    Approval of Accounts ...........................................................................87
20.07.    Distribution from Trust Fund ...................................................................88
20.08.    Transfer of Amounts from Qualified Plan ........................................................88
20.09.    Transfer of Assets from Trust ..................................................................88
20.10.    Separate Trust or Fund for Existing Plan Assets ................................................88
20.11.    Self-Directed Brokerage Option .................................................................89
20.12.    Employer Stock Investment Option ...............................................................90
20.13.    Voting; Delivery of Information ................................................................96
20.14.    Compensation and Expenses of Trustee ...........................................................96
20.15.    Reliance by Trustee on Other Persons ...........................................................97
20.16.    Indemnification by Employer ....................................................................97
20.17.    Consultation by Trustee with Counsel ...........................................................97
20.18.    Persons Dealing with the Trustee ...............................................................98
20.19.    Resignation or Removal of Trustee ..............................................................98
</Table>


The CORPORATEplan for Retirement(SM)                      Basic Plan Document 02
                                                                       12/5/2001

                                (C)2001 FMR Corp.
                              All rights reserved.
                                       iv


<PAGE>



<Table>
<S>       <C>                                                                                             <C>
20.20.    Fiscal Year of the Trust ........................................................................98
20.21.    Discharge of Duties by Fiduciaries ..............................................................98
20.22.    Amendment .......................................................................................98
20.23.    Plan Termination ................................................................................99
20.24.    Permitted Reversion of Funds to Employer ........................................................99
20.25.    Governing Law ...................................................................................99
</Table>


The CORPORATEplan for Retirement(SM)                      Basic Plan Document 02
                                                                       12/5/2001

                                (C)2001 FMR Corp.
                              All rights reserved.
                                        v
<PAGE>
PREAMBLE.

This prototype plan consists of three parts: (1) an Adoption Agreement that is a
separate document incorporated by reference into this Basic Plan Document; (2)
this Basic Plan Document; and (3) a Trust Agreement that is a part of this Basic
Plan Document and is found in Article 20. Each part of the prototype plan
contains substantive provisions that are integral to the operation of the plan.
The Adoption Agreement is the means by which an adopting Employer elects the
optional provisions that shall apply under its plan. The Basic Plan Document
describes the standard provisions elected in the Adoption Agreement. The Trust
Agreement describes the powers and duties of the Trustee with respect to plan
assets.

The prototype plan is intended to qualify under Code Section 401(a). Depending
upon the Adoption Agreement completed by an adopting Employer, the prototype
plan may be used to implement a money purchase pension plan, a profit sharing
plan, or a profit sharing plan with a cash or deferred arrangement intended to
qualify under Code Section 401(k).

ARTICLE 1. ADOPTION AGREEMENT.

ARTICLE 2. DEFINITIONS.

2.01. DEFINITIONS. Wherever used herein, the following terms have the meanings
set forth below, unless a different meaning is clearly required by the context:

     (a) "ACCOUNT" means an account established for the purpose of recording any
     contributions made on behalf of a Participant and any income, expenses,
     gains, or losses incurred thereon. The Administrator shall establish and
     maintain sub-accounts within a Participant's Account as necessary to depict
     accurately a Participant's interest under the Plan.

     (b) "ACTIVE PARTICIPANT" means any Eligible Employee who has met the
     requirements of Article 4 to participate in the Plan and who may be
     entitled to receive allocations under the Plan.

     (c) "ADMINISTRATOR" means the Employer adopting this Plan, as listed in
     Subsection 1.02(a) of the Adoption Agreement, or any other person
     designated by the Employer in Subsection 1.01(c) of the Adoption Agreement.

     (d) "ADOPTION AGREEMENT" means Article 1, under which the Employer
     establishes and adopts, or amends the Plan and Trust and designates the
     optional provisions selected by the Employer, and the Trustee accepts its
     responsibilities under Article 20. The provisions of the Adoption Agreement
     shall be an integral part of the Plan.

     (e) "ANNUITY STARTING DATE" means the first day of the first period for
     which an amount is payable as an annuity or in any other form permitted
     under the Plan.


The CORPORATEplan for Retirement(SM)                      Basic Plan Document 02
                                                                       12/5/2001

                                (C)2001 FMR Corp.
                              All rights reserved.

                                        1
<PAGE>
     (f) "BASIC PLAN DOCUMENT" means this Fidelity prototype plan document,
     qualified with the National Office of the Internal Revenue Service as Basic
     Plan Document No. 02.

     (g) "BENEFICIARY" means the person or persons (including a trust) entitled
     under Section 11.04 or 14.04 to receive benefits under the Plan upon the
     death of a Participant; provided, however, that for purposes of Section
     13.03 such term shall be applied in accordance with Code Section 401(a)(9)
     and the regulations thereunder.

     (h) "BREAK IN VESTING SERVICE" means a 12-consecutive-month period
     beginning on an Employee's Severance Date or any anniversary thereof in
     which the Employee is not credited with an Hour of Service.

            Notwithstanding the foregoing, the following special rules apply in
     determining whether an Employee who is on leave has incurred a Break in
     Vesting Service:

            (1) If an individual is absent from work because of "maternity/
            paternity leave" beyond the first anniversary of his Severance Date,
            the 12-consecutive-month period beginning on the individual's
            Severance Date shall not constitute a Break in Vesting Service. For
            purposes of this paragraph, "maternity/paternity leave" means a
            leave of absence (A) by reason of the pregnancy of the individual,
            (B) by reason of the birth of a child of the individual, (C) by
            reason of the placement of a child with the individual in connection
            with the adoption of such child by the individual, or (D) for
            purposes of caring for a child for the period beginning immediately
            following such birth or placement.

            (2) If an individual is absent from work because of "FMLA leave" and
            returns to employment with the Employer or a Related Employer
            following such "FMLA leave", he shall not incur a Break in Vesting
            Service during any 12-consecutive-month period beginning on his
            Severance Date or anniversaries thereof in which he is absent
            because of such "FMLA leave". For purposes of this paragraph, "FMLA
            leave" means an approved leave of absence pursuant to the Family and
            Medical Leave Act of 1993.

     (i) "CODE" means the Internal Revenue Code of 1986, as amended from time to
     time.

     (j) "COMPENSATION" means wages as defined in Code Section 3401(a) and all
     other payments of compensation to an Eligible Employee by the Employer (in
     the course of the Employer's trade or business) for services to the
     Employer while employed as an Eligible Employee for which the Employer is
     required to furnish the Eligible Employee a written statement under Code
     Sections 6041(d) and 6051(a)(3). Compensation must be determined without
     regard to any rules under Code 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 Code
     Section 3401(a)(2))


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            For any Self-Employed Individual, Compensation means Earned Income;
     provided, however, that if the Employer elects to exclude specified items
     from Compensation, such Earned Income shall be adjusted in a similar manner
     so that it is equivalent under regulations issued under Code Section 414(s)
     to Compensation for Participants who are not Self-Employed Individuals.

            Compensation shall generally be based on the amount actually paid to
     the Eligible Employee during the Plan Year or, for purposes of Articles 5
     and Article 15 if so elected by the Employer in Subsection 1.05(c) of the
     Adoption Agreement, during that portion of the Plan Year during which the
     Eligible Employee is an Active Participant. Notwithstanding the preceding
     sentence, Compensation for purposes of Section 6.12 (Code Section 415
     Limitations) shall be based on the amount actually paid or made available
     to the Participant during the Limitation Year.

            If the initial Plan Year of a new plan consists of fewer than 12
     months, calculated from the Effective Date listed in Subsection 1.01(g)(1)
     of the Adoption Agreement through the end of such initial Plan Year,
     Compensation for such initial Plan Year shall be determined as follows:

            (1) If the Plan is a profit sharing plan, for purposes of allocating
            Nonelective Employer Contributions under Section 1.11 of the
            Adoption Agreement (other than Nonelective Employer Contributions
            made in accordance with the Safe Harbor Nonelective Employer
            Contributions Addendum to the Adoption Agreement) and determining
            Highly Compensated Employees under Subsection 2.01(z), the initial
            Plan Year shall be the 12-month period ending on the last day of the
            Plan Year.

            (2) For purposes of Section 6.12 (Code Section 415 Limitations)
            where the Limitation Year is based on the Plan Year, the Limitation
            Year shall be the 12-month period ending on the last day of the Plan
            Year.

            (3) For all other purposes, the initial Plan Year shall be the
            period from the Effective Date listed in Subsection 1.01(g)(1) of
            the Adoption Agreement through the end of the initial Plan Year.

            The annual Compensation of each Active Participant taken into
     account for determining benefits provided under the Plan for any
     determination period shall not exceed the annual Compensation limit under
     Code Section 401(a)(17) as in effect on the first day of the determination
     period. This limit shall be adjusted by the Secretary to reflect increases
     in the cost of living, as provided in Code Section 401(a)(17)(B);
     provided, however, that the dollar increase in effect on January 1 of any
     calendar year is effective for determination periods beginning in such
     calendar year. If a Plan determines Compensation over a determination
     period that contains fewer than 12 calendar months (a "short determination
     period"), then the Compensation limit for such "short determination
     period" is equal to the Compensation limit for the calendar year in which
     the "short determination period" begins multiplied by the ratio obtained by
     dividing the number of full months in the "short determination period" by
     12; provided, however, that such proration shall not


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     apply if there is a "short determination period" because (i) the Employer
     elected in Subsection 1.05(c) of the Adoption Agreement to determine
     contributions based only on Compensation paid during the portion of the
     Plan Year during which an individual was an Active Participant, (ii) an
     Employee is covered under the Plan less than a full Plan Year, or (iii)
     Deferral Contributions and/or Matching Employer Contributions are
     contributed for each pay period during the Plan Year and are based on
     Compensation for that pay period.

     (k) "CONTRIBUTION PERIOD" means the period for which Matching Employer and
     Nonelective Employer Contributions are made and calculated. The
     Contribution Period for additional Matching Employer Contributions, as
     described in Subsection 1.10(b) of the Adoption Agreement and Nonelective
     Employer Contributions is the Plan Year. The Contribution Period for basic
     Matching Employer Contributions, as described in Subsection 1.10(a)of the
     Adoption Agreement, is the period specified by the Employer in Subsection
     1.10(c) of the Adoption Agreement.

     (1) "DEFERRAL CONTRIBUTION" means any contribution made to the Plan by the
     Employer in accordance with the provisions of Section 5.03.

     (m) "EARLY RETIREMENT AGE" means the early retirement age specified in
     Subsection 1.13(b) of the Adoption Agreement, if any.

     (n) "EARNED INCOME" means the net earnings of a Self-Employed Individual
     derived from the trade or business with respect to which the Plan is
     established and for which the personal services of such individual are a
     material income-providing factor, excluding any items not included in gross
     income and the deductions allocated to such items, except that net earnings
     shall be determined with regard to the deduction allowed under Code Section
     164(f), to the extent applicable to the Employer. Net earnings shall be
     reduced by contributions of the Employer to any qualified plan, to the
     extent a deduction is allowed to the Employer for such contributions under
     Code Section 404.

     (o) "EFFECTIVE DATE" means the effective date specified by the Employer in
     Subsection 1.01(g)(1) or (2) of the Adoption Agreement with respect to the
     Plan, if this is a new plan, or with respect to the amendment and
     restatement, if this is an amendment and restatement of the Plan. The
     Employer may select special Effective Dates with respect to specified Plan
     provisions, as set forth in Section (a) of the Special Effective Dates
     Addendum to the Adoption Agreement. In the event that another plan is
     merged into and made a part of the Plan, the effective date of the merger
     shall be reflected in Section (b) of the Special Effective Dates Addendum
     to the Adoption Agreement.

     If this is an amendment and restatement of the Plan, and the Plan was not
     amended prior to the effective date specified by the Employer in Subsection
     1.01(g)(2) of the Adoption Agreement to comply with the requirements of
     the Acts specified in the Snap Off Addendum to the Adoption Agreement, the

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     effective dates specified in such Snap Off Addendum shall apply with
     respect to those provisions specified therein. Such effective dates may be
     earlier than the date specified in Subsection 1.01(g)(2) of the Adoption
     Agreement.

     (p) "ELIGIBILITY COMPUTATION PERIOD" means each 12-consecutive-month period
     beginning with an Employee's Employment Commencement Date and each
     anniversary thereof or, in the case of an Employee who terminates
     employment with the Employer and all Related Employers before completing
     the eligibility requirements set forth in Subsection 1.04(b) of the
     Adoption Agreement and thereafter returns to the employ of the Employer or
     a Related Employer, each 12-consecutive-month period beginning with his
     Reemployment Commencement Date and each anniversary thereof.

     (q) "ELIGIBILITY SERVICE" means an Employee's service that is taken into
     account in determining his eligibility to participate in the Plan as may be
     required under Subsection 1.04(b) of the Adoption Agreement. Eligibility
     Service shall be credited in accordance with Article 3.

     (r) "ELIGIBLE EMPLOYEE" means any Employee of the Employer who is in the
     class of Employees eligible to participate in the Plan. The Employer must
     specify in Subsection 1.04(c) of the Adoption Agreement any Employee or
     class of Employees not eligible to participate in the Plan. If Article 1 of
     the Employer's Plan is a Non-Standardized Adoption Agreement, regardless of
     the Employer's selection in Subsection 1.04(c) of the Adoption Agreement,
     the following Employees are automatically excluded from eligibility to
     participate in the Plan:

            (1) any individual who is a signatory to a contract, letter of
            agreement, or other document that acknowledges his status as an
            independent contractor not entitled to benefits under the Plan or
            who is not otherwise classified by the Employer as a common law
            employee and with respect to whom the Employer does not withhold
            income taxes and file Form W-2 (or any replacement Form), with the
            Internal Revenue Service and does not remit Social Security payments
            to the Federal government, even if such individual is later
            adjudicated to be a common law employee; and

            (2) any Employee who is a resident of Puerto Rico.

            If the Employer elects to exclude collective bargaining employees
     from the eligible class, the exclusion applies to any Employee of the
     Employer included in a unit of Employees covered by an agreement which the
     Secretary of Labor finds to be a collective bargaining agreement between
     employee representatives and one or more employers, unless the collective
     bargaining agreement requires the Employee to be covered under the Plan.
     The term "employee representatives" does not include any organization more
     than half the members of which are owners, officers, or executives of the
     Employer.

            If the Employer does not elect to exclude Leased Employees from the
     eligible class, contributions or benefits provided by the leasing
     organization which are attributable to services performed for the Employer

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     shall be treated as provided by the Employer and there shall be no
     duplication of benefits under this Plan.

     (s) "EMPLOYEE" means any common law employee of the Employer or a Related
     Employer, any Self-Employed Individual, and any Leased Employee.
     Notwithstanding the foregoing, a Leased Employee shall not be considered an
     Employee if Leased Employees do not constitute more than 20 percent of the
     Employer's non-highly compensated work-force (taking into account all
     Related Employers) and the Leased Employee is covered by a money purchase
     pension plan maintained by the leasing organization and providing (1) a
     nonintegrated employer contribution rate of at least 10 percent of
     compensation, as defined for purposes of Code Section 415(c)(3), but
     including amounts contributed pursuant to a salary reduction agreement
     which are excludable from gross income under Code Section 125, 132(f)(4),
     402(e)(3), 402(h) or 403(b), (2) full and immediate vesting, and (3)
     immediate participation by each employee of the leasing organization.

     (t) "EMPLOYEE CONTRIBUTION" means any after-tax contribution made by an
     Active Participant to the Plan.

     (u) "EMPLOYER" means the employer named in Subsection 1.02(a) of the
     Adoption Agreement and any Related Employer included as an Employer under
     this Subsection 2.01(u). If Article 1 of the Employer's Plan is a
     Standardized Adoption Agreement, the term "Employer" includes all Related
     Employers; provided, however, that if an employer becomes a Related
     Employer as a result of an asset or stock acquisition, merger or other
     similar transaction, the term "Employer" shall not include such employer
     for periods prior to the earlier of (1) the date as of which Subsection
     1.02(b) of the Adoption Agreement is amended to name such employer or (2)
     the first day of the second Plan Year beginning after the date of such
     transaction. If Article 1 of the Employer's Plan is a Non-Standardized
     Adoption Agreement, the term "Employer" includes only those Related
     Employers designated in Subsection 1.02(b) of the Adoption Agreement.

            If the organization or other entity named in the Adoption Agreement
     is a sole proprietor or a professional corporation and the sole proprietor
     of such proprietorship or the sole shareholder of the professional
     corporation dies, then the legal representative of such sole proprietor or
     shareholder shall be deemed to be the Employer until such time as, through
     the disposition of such sole proprietor's or sole shareholder's estate or
     otherwise, any organization or other entity succeeds to the interests of
     the sole proprietor in the proprietorship or the sole shareholder in the
     professional corporation. The legal representative of a sole proprietor or
     shareholder shall be (1) the person appointed as such by the sole
     proprietor or shareholder prior to his death under a legally enforceable
     power of attorney, or, if none, (2) the executor or administrator of the
     sole proprietor's or shareholder's estate.

            If one of the Employers designated in Subsection 1.02(b) of the
     Adoption Agreement is not a Related Employer, the term "Employer" includes
     such unRelated Employer and the provisions of Section 18.06 shall apply.

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     (v) "EMPLOYMENT COMMENCEMENT DATE" means the date on which an Employee
     first performs an Hour of Service.

     (w) "ENTRY DATE" means the date specified by the Employer in Subsection
     1.04(d) or (e) of the Adoption Agreement as of which an Eligible Employee
     who has met the applicable eligibility requirements begins to participate
     in the Plan. The Employer may specify different Entry Dates for purposes of
     eligibility to participate in the Plan by (1) making Deferral Contributions
     and (2) receiving allocations of Matching and/or Nonelective Employer
     Contributions.

     (x) "ERISA" means the Employee Retirement Income Security Act of 1974, as
     from time to time amended.

     (y) "FUND SHARE" means the share, unit, or other evidence of ownership in a
     Permissible Investment.

     (z) "HIGHLY COMPENSATED EMPLOYEE" means both 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
     (1) at any time during the "determination year" or the "look-back year" was
     a five percent owner or (2) received Compensation from the Employer during
     the "look-back year" in excess of $80,000 (as adjusted pursuant to Code
     Section 415(d)) and, if elected by the Employer in Section 1.06 of the
     Adoption Agreement, was a member of the top-paid group for such year.

            For this purpose, the "determination year" shall be the Plan Year.
     The "look-back year" shall be the twelve-month period immediately preceding
     the "determination year", unless the Employer has elected in Section 1.06
     of the Adoption Agreement to make the "look-back year" the calendar year
     beginning within the preceding Plan 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, as determined under the rules in effect for
     determining Highly Compensated Employees for such separation year or
     "determination year".

            The determination of who is a Highly Compensated Employee, including
     the determinations of the number and identity of Employees in the top-paid
     group, shall be made in accordance with Code Section 414(q) and the
     Treasury Regulations issued thereunder.

            For purposes of this Subsection 2.01(z), Compensation shall include
     amounts that are not includable in the gross income of an Employee under a

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     salary reduction agreement by reason of the application of Code Section
     125, 132(f)(4), 402(e)(3), 402(h), or 403(b)

     (aa) "HOUR OF SERVICE", with respect to any individual, means:

            (1) Each hour for which the individual is directly or indirectly
            paid, or entitled to payment, for the performance of duties for the
            Employer or a Related Employer, each such hour to be credited to the
            individual for the Eligibility Computation Period in which the
            duties were performed;

            (2) Each hour for which the individual is directly or indirectly
            paid, or entitled to payment, by the Employer or a Related Employer
            (including payments made or due from a trust fund or insurer to
            which the Employer contributes or pays premiums) 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, disability, layoff, jury duty,
            military duty, or leave of absence, each such hour to be credited to
            the individual for the Eligibility Computation Period in which such
            period of time occurs, subject to the following rules:

                  (A) No more than 501 Hours of Service shall be credited under
                  this paragraph (2) on account of any single continuous period
                  during which the individual performs no duties, unless the
                  individual performs no duties because of military duty, the
                  individual's employment rights are protected by law, and the
                  individual returns to employment with the Employer or a
                  Related Employer during the period that his employment rights
                  are protected under Federal law;

                  (B) Hours of Service shall not be credited under this
                  paragraph (2) for a payment which solely reimburses the
                  individual for medically-related expenses, or which is made or
                  due under a plan maintained solely for the purpose of
                  complying with applicable worker's compensation, unemployment
                  compensation or disability insurance laws; and

                  (C) If the period during which the individual performs no
                  duties falls within two or more Eligibility Computation
                  Periods and if the payment made on account of such period is
                  not calculated on the basis of units of time, the Hours of
                  Service credited with respect to such period shall be
                  allocated between not more than the first two such Eligibility
                  Computation Periods on any reasonable basis consistently
                  applied with respect to similarly situated individuals;

            (3) Each hour not counted under paragraph (1) or (2) for which he
            would have been scheduled to work for the Employer or a Related
            Employer during the period that he is absent from work because of
            military duty, provided the individual's employment rights are
            protected under Federal law and the individual returns to work with
            the Employer or a Related Company during the period that his
            employment rights are protected, each such

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            hour to be credited to the individual for the Eligibility
            Computation Period for which he would have been scheduled to work;
            and

            (4) Each hour not counted under paragraph (1), (2), or (3) for which
            back pay, irrespective of mitigation of damages, has been either
            awarded or agreed to be paid by the Employer or a Related Employer,
            shall be credited to the individual for the Eligibility Computation
            Period to which the award or agreement pertains rather than the
            Eligibility Computation Period in which the award, agreement, or
            payment is made.

            For purposes of paragraphs (2) and (4) above, Hours of Service shall
     be calculated in accordance with the provisions of Section 2530.200b-2(b)
     of the Department of Labor regulations, which are incorporated herein by
     reference.

            Notwithstanding any other provision of this Subsection to the
     contrary, the Employer may elect to credit Hours of Service in accordance
     with any of the equivalencies set forth in paragraphs (d), (e), or (f) of
     Department of Labor Regulations Section 2530.200b-3.

     (bb) "INACTIVE PARTICIPANT" means any individual who was an Active
     Participant, but is no longer an Eligible Employee and who has an Account
     under the Plan.

     (cc) "LEASED EMPLOYEE" means any individual who provides services to the
     Employer or a Related Employer (the "recipient") but is not otherwise an
     employee of the recipient if (1) such services are provided pursuant to an
     agreement between the recipient and any other person (the "leasing
     organization"), (2) such individual has performed services for the
     recipient (or for the recipient and any related persons within the meaning
     of Code Section 414(n)(6)) on a substantially full-time basis for at
     least one year, and (3) such services are performed under primary direction
     of or control by the recipient. The determination of who is a Leased
     Employee shall be made in accordance with any rules and regulations issued
     by the Secretary of the Treasury or his delegate.

     (dd) "LIMITATION YEAR" means the 12-consecutive-month period designated by
     the Employer in Subsection 1.01(f) of the Adoption Agreement. If no other
     Limitation Year is designated by the Employer, the Limitation Year shall be
     the calendar year. All qualified plans of the Employer and any Related
     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.

     (ee) "MATCHING EMPLOYER CONTRIBUTION" means any contribution made by the
     Employer to the Plan in accordance with Section 5.08 or 5.09 on account of
     an Active Participant's Deferral Contributions.

     (ff) "MASS SUBMITTER SPONSOR" means Fidelity Management & Research Company
     or its successor.


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     (gg) "NONELECTIVE EMPLOYER CONTRIBUTION" means any contribution made by the
     Employer to the Plan in accordance with Section 5.10.

     (hh) "NON-HIGHLY COMPENSATED EMPLOYEE" means any Employee who is not a
     Highly Compensated Employee.

     (ii) "NORMAL RETIREMENT AGE" means the normal retirement age specified in
     Subsection 1.13(a) of the Adoption Agreement. If the Employer enforces a
     mandatory retirement age in accordance with Federal law, the Normal
     Retirement Age is the lesser of that mandatory age or the age specified in
     Subsection 1.13(a) of the Adoption Agreement.

     (jj) "PARTICIPANT" means any individual who is either an Active Participant
     or an Inactive Participant.

     (kk) "PERMISSIBLE INVESTMENT" means the investments specified by the
     Employer as available for investment of assets of the Trust and agreed to
     by the Trustee and the Prototype Sponsor. The Permissible Investments under
     the Plan shall be listed in the Service Agreement.

     (ll) "PLAN" means the plan established by the Employer in the form of the
     prototype plan, as set forth herein as a new plan or as an amendment to an
     existing plan, by executing the Adoption Agreement, together with any and
     all amendments hereto.

     (mm) "PLAN YEAR" means the 12-consecutive-month period ending on the date
     designated by the Employer in Subsection 1.01(d) of the Adoption Agreement,
     except that the initial Plan Year of a new Plan may consist of fewer than
     12 months, calculated from the Effective Date listed in Subsection 1.01(g)
     (1) of the Adoption Agreement through the end of such initial Plan Year, in
     which event Compensation for such initial Plan Year shall be treated as
     provided in Subsection 2.01(j).

     (nn) "PROTOTYPE SPONSOR" means Fidelity Management & Research Company or
     its successor.

     (oo) "QUALIFIED MATCHING EMPLOYER CONTRIBUTION" means any contribution made
     by the Employer to the Plan on account of Deferral Contributions or
     Employee Contributions made by or on behalf of Active Participants in
     accordance with Section 5.09, that may be included in determining whether
     the Plan meets the "ADP" test described in Section 6.03.

     (pp) "QUALIFIED NONELECTIVE EMPLOYER CONTRIBUTION" means any contribution
     made by the Employer to the Plan on behalf of Non-Highly Compensated
     Employees in accordance with Section 5.07, that may be included in
     determining whether the Plan meets the "ADP" test described in Section 6.03
     or the "ACP" test described in Section 6.06.


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     (qq) "REEMPLOYMENT COMMENCEMENT DATE" means the date on which an Employee
     who terminates employment with the Employer and all Related Employers first
     performs an Hour of Service following such termination of employment.

     (rr) "RELATED EMPLOYER" means any employer other than the Employer named in
     Subsection 1.02(a) of the Adoption Agreement if the Employer and such other
     employer are members of a controlled group of corporations (as defined in
     Code Section 414(b)) or an affiliated service group (as defined in Code
     Section 414(m)), or are trades or businesses (whether or not
     incorporated) which are under common control (as defined in Code Section
     414(c)), or such other employer is required to be aggregated with the
     Employer pursuant to regulations issued under Code Section 414(o);
     provided, however, that if Article 1 of the Employer's Plan is a
     Standardized Adoption Agreement, for purposes of Subsection 1.02(b) of the
     Adoption Agreement, the term "Related Employer" shall not include any
     employer that becomes a Related Employer as a result of an asset or stock
     acquisition, merger or other similar transaction with respect to any period
     prior to the earlier of (1) the date as of which Subsection 1.02(b) of the
     Adoption Agreement is amended to name such employer or (2) the first day of
     the second Plan Year beginning after the date of such transaction.

     (ss) "REQUIRED BEGINNING DATE" means:

            (1) for a Participant who is not a five percent owner, April 1 of
            the calendar year following the calendar year in which occurs the
            later of (i) the Participant's retirement or (ii) the Participant's
            attainment of age 70 1/4; provided, however, that a Participant may
            elect to have his Required Beginning Date determined without regard
            to the provisions of clause (i).

            (2) for a Participant who is a five percent owner, April 1 of the
            calendar year following the calendar year in which the Participant
            attains age 70 1/2.

                  Once the Required Beginning Date of a five percent owner or a
     Participant who has elected to have his Required Beginning Date determined
     in accordance with the provisions of Section 2.01(ss)(1)ii) has occurred,
     such Required Beginning Date shall not be re-determined, even if the
     Participant ceases to be a five percent owner in a subsequent year or
     continues in employment with the Employer or a Related Employer.

            For purposes of this Subsection 2.01(ss), a Participant is treated
     as a five percent owner if such Participant is a five percent owner as
     defined in Code Section 416(i)(determined in accordance with Code 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 70 1/4.

     (tt) "ROLLOVER CONTRIBUTION" means any distribution from a qualified plan
     (or an individual retirement account holding only assets allocable to a


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     distribution from a qualified plan) that an Employee elects to contribute
     to the Plan in accordance with the provisions of Section 5.06.

     (uu) "SELF-EMPLOYED INDIVIDUAL" means an individual who has Earned Income
     for the taxable year from the Employer or who would have had Earned Income
     but for the fact that the trade or business had no net profits for the
     taxable year, including, but not limited to, a partner in a partnership, a
     sole proprietor, a member in a limited liability company or a shareholder
     in a subchapter S corporation.

     (vv) "SERVICE AGREEMENT" means the agreement between the Employer and the
     Prototype Sponsor (or an agent or affiliate of the Prototype Sponsor)
     relating to the provision of investment and other services to the Plan and
     shall include any addendum to the agreement and any other separate written
     agreement between the Employer and the Prototype Sponsor (or an agent or
     affiliate of the Prototype Sponsor) relating to the provision of services
     to the Plan.

     (ww) "SEVERANCE DATE" means the earlier of (i) the date an Employee
     retires, dies, quits, or is discharged from employment with the Employer
     and all Related Employers or (ii) the 12-month anniversary of the date on
     which the Employee was otherwise first absent from employment; provided,
     however, that if an individual terminates or is absent from employment with
     the Employer and all Related Employers because of military duty, such
     individual shall not incur a Severance Date if his employment rights are
     protected under Federal law and he returns to employment with the Employer
     or a Related Employer within the period during which he retains such
     employment rights, but, if he does not return to such employment within
     such period, his Severance Date shall be the earlier of (1) the anniversary
     of the date his absence commenced or (2) the last day of the period during
     which he retains such employment rights.

     (xx) "TRUST" means the trust created by the Employer in accordance with the
     provisions of Section 20.01.

     (yy) "TRUST AGREEMENT" means the agreement between the Employer and the
     Trustee, as set forth in Article 20, under which the assets of the Plan are
     held, administered, and managed.

     (zz) "TRUSTEE" means Fidelity Management Trust Company or its successor.
     The term Trustee shall include any delegate of the Trustee as may be
     provided in the Trust Agreement.

     (aaa) "TRUST FUND" means the property held in Trust by the Trustee for the
     Accounts of Participants and their Beneficiaries.

     (bbb) "VESTING SERVICE" means an Employee's service that is taken into
     account in determining his vested interest in his Matching Employer and
     Nonelective Employer Contributions Accounts as may be required under
     Section

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     1.15 of the Adoption Agreement. Vesting Service shall be credited in
     accordance with Article 3.

2.02. PRONOUNS. Pronouns used in the Plan are in the masculine gender but
include the feminine gender unless the context clearly indicates otherwise.

2.03. SPECIAL EFFECTIVE DATES. Some provisions of the Plan are only effective
beginning as of a specified date or until a specified date. Any such special
effective dates are specified within Plan text where applicable and are
exceptions to the general Plan Effective Date as defined in Section 2.01(o).


ARTICLE 3. SERVICE.

3.01. CREDITING OF ELIGIBILITY SERVICE. If the Employer has selected an
Eligibility Service requirement in Subsection 1.04(b) of the Adoption Agreement
for an Eligible Employee to become an Active Participant, Eligibility Service
shall be credited to an Employee as follows:

     (a) If the Employer has selected the one or two year(s) of Eligibility
     Service requirement described in Subsection 1.04(b)(1)(C) or (D) of the
     Adoption Agreement, an Employee shall be credited with a year of
     Eligibility Service for each Eligibility Computation Period during which
     the Employee has been credited with at least 1,000 Hours of Service.

     (b) If the Employer has selected the months of Eligibility Service
     requirement described in Subsection 1.04(b)(1)(B) of the Adoption
     Agreement, an Employee shall be credited with Eligibility Service for the
     aggregate of the periods beginning with the Employee's Employment
     Commencement Date (or Reemployment Commencement Date) and ending on his
     subsequent Severance Date; provided, however, that an Employee who has a
     Reemployment Date within the 12-consecutive-month period following the
     earlier of the first date of his absence or his Severance Date shall be
     credited with Eligibility Service for the period between his Severance Date
     and his Reemployment Date. Months of Eligibility Service shall be measured
     from the Employee's Employment Commencement Date or Reemployment
     Commencement Date to the coinciding date in the applicable following month.

3.02. RE-CREDITING OF ELIGIBILITY SERVICE FOLLOWING TERMINATION OF EMPLOYMENT.
An Employee whose employment with the Employer and all Related Employers
terminates and who is subsequently reemployed by the Employer or a Related
Employer shall be re-credited upon reemployment with his Eligibility Service
earned prior to his termination of employment.

3.03. CREDITING OF VESTING SERVICE. If the Plan provides for Matching Employer
and/or Nonelective Employer Contributions that are not 100 percent vested when
made, Vesting Service shall be credited to an Employee for the aggregate of the
periods beginning with the Employee's Employment Commencement Date (or
Reemployment Commencement Date) and ending on his subsequent Severance Date;
provided, however, that an Employee who has a Reemployment Date within the 12-

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consecutive-month period following the earlier of the first date of his absence
or his Severance Date shall be credited with Vesting Service for the period
between his Severance Date and his Reemployment Date. Fractional periods of a
year shall be expressed in terms of days.

3.04. APPLICATION OF VESTING SERVICE TO A PARTICIPANT'S ACCOUNT FOLLOWING A
BREAK IN VESTING SERVICE. The following rules describe how Vesting Service
earned before and after a Break in Vesting Service shall be applied for purposes
of determining a Participant's vested interest in his Matching Employer and
Nonelective Employer Contributions Accounts.

     (a) If a Participant incurs five-consecutive Breaks in Vesting Service, all
     years of Vesting Service earned by the Employee after such Breaks in
     Service shall be disregarded in determining the Participant's vested
     interest in his Matching Employer and Nonelective Employer Contributions
     Account balances attributable to employment before such Breaks in Vesting
     Service. However, Vesting Service earned both before and after such Breaks
     in Vesting Service shall be included in determining the Participant's
     vested interest in his Matching Employer and Nonelective Employer
     Contributions Account balances attributable to employment after such Breaks
     in Vesting Service.

     (b) If a Participant incurs fewer than five-consecutive Breaks in Vesting
     Service, Vesting Service earned both before and after such Breaks in
     Vesting Service shall be included in determining the Participant's vested
     interest in his Matching Employer and Nonelective Employer Contributions
     Account balances attributable to employment both before and after such
     Breaks in Vesting Service.

3.05. SERVICE WITH PREDECESSOR EMPLOYER. If the Plan is the plan of a
predecessor employer, an Employee's Eligibility and Vesting Service shall
include years of service with such predecessor employer. In any case in which
the Plan is not the plan maintained by a predecessor employer, service for such
predecessor employer shall be treated as Eligibility and Vesting Service if so
specified in Section 1.16 of the Adoption Agreement.

3.06. CHANGE IN SERVICE CREDITING. If an amendment to the Plan or a transfer
from employment as an Employee covered under another qualified plan maintained
by the Employer or a Related Employer results in a change in the method of
crediting Eligibility and/or Vesting Service with respect to a Participant
between the Hours of Service crediting method set forth in Section 2530.200b-2
of the Department of Labor Regulations and the elapsed-time crediting method set
forth in Section 1.410(a)-7 of the Treasury Regulations, each Participant with
respect to whom the method of crediting Eligibility and/or Vesting Service is
changed shall be treated in the manner set forth in Section 1.410(a)-7(f)(1) of
the Treasury Regulations which are incorporated herein by reference.

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ARTICLE 4. PARTICIPATION.

4.01. DATE OF PARTICIPATION. If the Plan is an amendment and restatement of a
prior plan, all Eligible Employees who were active participants in the Plan
immediately prior to the Effective Date shall continue as Active Participants on
the Effective Date. All Eligible Employees who are in the service of the
Employer on the Effective Date (and, if this is an amendment and restatement of
a prior plan, were not active participants in the prior plan immediately prior
to the Effective Date) shall become Active Participants on the date elected by
the Employer in Subsection 1.04(f) of the Adoption Agreement. Any other Eligible
Employee shall become an Active Participant in the Plan on the Entry Date
coinciding with or immediately following the date on which he first satisfies
the eligibility requirements set forth in Subsections 1.04(a) and 1.04(b) of the
Adoption Agreement.

     The Employer may elect different Eligibility Service requirements for
purposes of eligibility (a) to make Deferral Contributions and (b) to receive
Nonelective and/or Matching Employer Contributions. Any Eligibility Service
requirement that the Employer elects to apply in determining an Eligible
Employee's eligibility to make Deferral Contributions shall also apply in
determining an Eligible Employee's eligibility to make Employee Contributions,
if Employee Contributions are permitted under the Plan, and to receive Qualified
Nonelective Employer Contributions. If an Employer elects to have different
Eligibility Service requirements apply, an Eligible Employee who has met the
eligibility requirements with respect to certain contributions, but who has not
met the eligibility requirements with respect to other contributions, shall
become an Active Participant in accordance with the provisions of the preceding
paragraph, but only with respect to the contributions for which he has met the
eligibility requirements.

4.02. TRANSFERS OUT OF COVERED EMPLOYMENT. If any Active Participant ceases to
be an Eligible Employee, but continues in the employ of the Employer or a
Related Employer, such Employee shall cease to be an Active Participant, but
shall continue as an Inactive Participant until his entire Account balance is
forfeited or distributed. An Inactive Participant shall not be entitled to
receive an allocation of contributions or forfeitures under the Plan for the
period that he is not an Eligible Employee and wages and other payments made to
him by the Employer or a Related Employer for services other than as an Eligible
Employee shall not be included in Compensation for purposes of determining the
amount and allocation of any contributions to the Account of such Inactive
Participant. Such Inactive Participant shall continue to receive credit for
Vesting Service completed during the period that he continues in the employ of
the Employer or a Related Employer.

4.03. TRANSFERS INTO COVERED EMPLOYMENT. If an Employee who is not an Eligible
Employee becomes an Eligible Employee, such Eligible Employee shall become an
Active Participant immediately as of his transfer date if such Eligible Employee
has already satisfied the eligibility requirements and would have otherwise
previously become an Active Participant in accordance with Section 4.01.
Otherwise, such Eligible Employee shall become an Active Participant in
accordance with Section 4.01.

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     Wages and other payments made to an Employee prior to his becoming an
Eligible Employee by the Employer or a Related Employer for services other than
as an Eligible Employee shall not be included in Compensation for purposes of
determining the amount and allocation of any contributions to the Account of
such Eligible Employee.

4.04. RESUMPTION OF PARTICIPATION FOLLOWING REEMPLOYMENT. If a Participant who
terminates employment with the Employer and all Related Employers is reemployed
as an Eligible Employee, he shall again become an Active Participant on his
Reemployment Date. Any other Employee who terminates employment with the
Employer and all Related Employers and is reemployed by the Employer or a
Related Employer shall become an Active Participant as provided in Section 4.01
or 4.03. Any distribution which a Participant is receiving under the Plan at the
time he is reemployed by the Employer or a Related Employer shall cease except
as otherwise required under Section 12.04.

ARTICLE 5. CONTRIBUTIONS.

5.01. CONTRIBUTIONS SUBJECT TO LIMITATIONS. All contributions made to the Plan
under this Article 5 shall be subject to the limitations contained in Article
6.

5.02. COMPENSATION TAKEN INTO ACCOUNT IN DETERMINING CONTRIBUTIONS. In
determining the amount or allocation of any contribution that is based on a
percentage of Compensation, only Compensation paid to a Participant for services
rendered to the Employer while employed as an Eligible Employee shall be taken
into account. Except as otherwise specifically provided in this Article 5, for
purposes of determining the amount and allocation of contributions under this
Article 5, Compensation shall not include reimbursements or other expense
allowances, fringe benefits (cash and non-cash), moving expenses, deferred
compensation, welfare benefits, and any items elected by the Employer with
respect to such contributions in Subsection 1.05(a) or (b), as applicable, of
the Adoption Agreement, but shall include amounts that are not includable in the
gross income of the Participant under a salary reduction agreement by reason of
the application of Code Section 125, 132(f)(4), 402(e)(3), 402(h), or 403(b)

     If the initial Plan Year of a new plan consists of fewer than 12 months,
calculated from the Effective Date listed in Subsection 1.01(g)(1) of the
Adoption Agreement through the end of such initial Plan Year, except as
otherwise provided in this paragraph, Compensation for purposes of determining
the amount and allocation of contributions under this Article 5 for such initial
Plan Year shall include only Compensation for services during the period
beginning on the Effective Date listed in Subsection 1.01(g)(1) of the Adoption
Agreement and ending on the last day of the initial Plan Year. Notwithstanding
the foregoing, if the Plan is a profit sharing plan, Compensation for purposes
of determining the amount and allocation of non-safe harbor Nonelective Employer
Contributions under this Article 5 for such initial Plan Year shall include
Compensation for the full 12-consecutive-month period ending on the last day of
the initial Plan Year.

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5.03. DEFERRAL CONTRIBUTIONS. If so provided by the Employer in Subsection
1.07(a) of the Adoption Agreement, each Active Participant may elect to execute
a salary reduction agreement with the Employer to reduce his Compensation by a
specified percentage or dollar amount, not exceeding the percentage specified by
the Employer in Subsection 1.07(a)(1) of the Adoption Agreement, per payroll
period, subject to any exceptions elected by the Employer in Subsections 1.07(a)
(2) and (3) of the Adoption Agreement, and equal to a whole number multiple of
one percent. If elected by the Employer in Subsection 1.07(a)(1)(A) of the
Adoption Agreement, in lieu of specifying a percentage of Compensation
reduction, an Active Participant may elect to reduce his Compensation by a
specified dollar amount per payroll period, provided that such dollar amount may
not exceed the percentage of Compensation specified by the Employer in
Subsection 1.07(a)(1) of the Adoption Agreement, subject to any exceptions
elected by the Employer in Subsections 1.07(a)(2) and (3) of the Adoption
Agreement.

     An Active Participant's salary reduction agreement shall become effective
on the first day of the first payroll period for which the Employer can
reasonably process the request, but not earlier than the later of (a) the
effective date of the provisions permitting Deferral Contributions or (b) the
date the Employer adopts such provisions. The Employer shall make a Deferral
Contribution on behalf of the Participant corresponding to the amount of said
reduction. Under no circumstances may a salary reduction agreement be adopted
retroactively.

     An Active Participant may elect to change or discontinue the percentage or
dollar amount by which his Compensation is reduced by notice to the Employer as
provided in Subsection 1.07(a)(1)(B) or (C) of the Adoption Agreement.
Notwithstanding the Employer's election in Subsection 1.07(a)(1)(B) or (C) of
the Adoption Agreement, if the Employer has elected one of the safe harbor
contributions in Subsection 1.10(a)(3) or 1.11(a)(3) of the Adoption Agreement,
an Active Participant may elect to change or discontinue the percentage or
dollar amount by which his Compensation is reduced by notice to the Employer
within a reasonable period, as specified by the Employer (but not less than 30
days), of receiving the notice described in Section 6.10.

5.04. EMPLOYEE CONTRIBUTIONS. If the Employer elected to permit Deferral
Contributions in Subsection 1.07(a) of the Adoption Agreement and if so provided
by the Employer in Subsection 1.08(a)(1) of the Adoption Agreement, each Active
Participant may elect to make non-deductible Employee Contributions to the Plan
in accordance with the rules and procedures established by the Employer and in
an amount not less than one percent of such Participant's Compensation for the
Plan Year.

5.05. NO DEDUCTIBLE EMPLOYEE CONTRIBUTIONS. No deductible Employee Contributions
may be made to the Plan. Deductible Employee Contributions made prior to January
1, 1987 shall be maintained in a separate Account. No part of the deductible
Employee Contributions Account shall be used to purchase life insurance.

5.06. ROLLOVER CONTRIBUTIONS. An Eligible Employee who is or was entitled to
receive an eligible rollover distribution, as defined in Code Section 402(c)(4)
and Treasury Regulations issued thereunder, from a qualified plan (or an

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individual retirement account holding only assets attributable to a distribution
from a qualified plan) may elect to contribute all or any portion of such
distribution to the Trust directly from such qualified plan or individual
retirement account or within 60 days of receipt of such distribution to the
Eligible Employee. Rollover Contributions shall only be made in the form of
cash, allowable Fund Shares, or, if and to the extent permitted by the Employer
with the consent of the Trustee, promissory notes evidencing a plan loan to the
Eligible Employee; provided, however, that Rollover Contributions shall only be
permitted in the form of promissory notes if the Plan otherwise provides for
loans.

     An Eligible Employee who has not yet become an Active Participant in the
Plan in accordance with the provisions of Article 4 may make a Rollover
Contribution to the Plan. Such Eligible Employee shall be treated as a
Participant under the Plan for all purposes of the Plan, except eligibility to
have Deferral Contributions made on his behalf and to receive an allocation of
Matching Employer or Nonelective Employer Contributions.

     The Administrator shall develop such procedures and require such
information from Eligible Employees as it deems necessary to ensure that amounts
contributed under this Section 5.06 meet the requirements for tax-deferred
rollovers established by this Section 5.06 and by Code Section 402(c). No
Rollover Contributions may be made to the Plan until approved by the
Administrator.

     If a Rollover Contribution made under this Section 5.06 is later determined
by the Administrator not to have met the requirements of this Section 5.06 or of
the Code or Treasury regulations, the Trustee shall, within a reasonable time
after such determination is made, and on instructions from the Administrator,
distribute to the Employee the amounts then held in the Trust attributable to
such Rollover Contribution.

     A Participant's Rollover Contributions Account shall be subject to the
terms of the Plan, including Article 14, except as otherwise provided in this
Section 5.06.

     Notwithstanding any other provision of this Section 5.06, the Employer may
direct the Trustee not to accept Rollover Contributions.

5.07. QUALIFIED NONELECTIVE EMPLOYER CONTRIBUTIONS. The Employer may, in its
discretion, make a Qualified Nonelective Employer Contribution for the Plan Year
in any amount necessary to satisfy or help to satisfy the "ADP" test, described
in Section 6.03, and/or the "ACP" test, described in Section 6.06. Qualified
Nonelective Employer Contributions shall be made and allocated based on
Participants' "testing compensation", as defined in Subsection 6.01(t), rather
than Compensation, as defined in Subsection 2.01(j). Any Qualified Nonelective
Employer Contribution shall be allocated among the Accounts of Non-Highly
Compensated Employees who are Active Participants at any time during the Plan
Year as follows:

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     (a) Unless the Employer elects the allocation formula in Subsection 1.09(a)
     (1) of the Adoption Agreement, the Qualified Nonelective Employer
     Contribution shall be allocated at the election of the Employer either

            (1) in the ratio that each eligible Active Participant's "testing
            compensation", as defined in Subsection 6.01(t), for the Plan Year
            bears to the total "testing compensation" paid to all eligible
            Active Participants for the Plan Year; or

            (2) as a uniform flat dollar amount for each eligible Active
            Participant for the Plan Year.

     (b) If the Employer elects the allocation formula in Subsection 1.09(a)(1)
     of the Adoption Agreement, the Qualified Nonelective Employer Contribution
     shall be allocated as follows:

            (1) The eligible Active Participant with the least "testing
            compensation", as defined in Subsection 6.01(t), for the Plan Year
            shall receive an allocation equal to the lowest of:

                   (A) the maximum amount that may be contributed on the
                  eligible Active Participant's behalf under Code Section 415,
                  taking into account all other contributions made by or on
                  behalf of the eligible Active Participant to plans maintained
                  by the Employer or a Related Employer that are includable as
                  "annual additions", as defined in Subsection 6.01(b); or

                  (B) the full amount of the Qualified Nonelective Employer
                  Contribution.

            (2) The eligible Active Participant with the next lowest "testing
            compensation", as defined in Subsection 6.01(t), for the Plan
            Year shall receive an allocation equal to the lowest of:

                  (A) the maximum amount that may be contributed on the
                  eligible Active Participant's behalf under Code Section 415,
                  taking into account all other contributions made by or on
                  behalf of the eligible Active Participant to plans maintained
                  by the Employer or a Related Employer that are includable as
                  "annual additions", as defined in Subsection 6.01(b); or

                  (B) the balance of any Qualified Nonelective Employer
                  Contribution remaining after allocation is made as provided in
                  Subsection 5.07(b)(1) above.

            (3) The allocation in Subsection 5.07(b)(2) shall be applied
            individually to each remaining eligible Active Participant, in
            ascending order of "testing compensation", until the Qualified
            Nonelective Employer Contribution is fully allocated. Once the
            Qualified Nonelective Employer

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            Contribution is fully allocated, no further allocation shall be made
            to the remaining eligible Active Participants.

     Active Participants shall not be required to satisfy any Hours of Service
or employment requirement for the Plan Year in order to receive an allocation of
Qualified Nonelective Employer Contributions.

     Qualified Nonelective Employer Contributions shall be distributable only in
accordance with the distribution provisions that are applicable to Deferral
Contributions; provided, however, that a Participant shall not be permitted to
take a hardship withdrawal of amounts credited to his Qualified Nonelective
Employer Contributions Account after the later of December 31, 1988 or the last
day of the Plan Year ending before July 1, 1989.

5.08. MATCHING EMPLOYER CONTRIBUTIONS. If so provided by the Employer in Section
1.10 of the Adoption Agreement, the Employer shall make a Matching Employer
Contribution on behalf of each eligible Active Participant, as determined in
accordance with Subsection 1.10(d) and Section 1.12 of the Adoption Agreement,
who had Deferral Contributions made on his behalf during the Contribution
Period. The amount of the Matching Employer Contribution shall be determined in
accordance with Subsection 1.10(a) and/or (b) and/or the Safe Harbor Matching
Employer Contribution Addendum to the Adoption Agreement, as applicable.

5.09. QUALIFIED MATCHING EMPLOYER CONTRIBUTIONS. If so provided by the Employer
in Subsection 1.10(e) of the Adoption Agreement, prior to making its Matching
Employer Contribution (other than any safe harbor Matching Employer
Contribution) to the Plan, the Employer may designate all or a portion of such
Matching Employer Contribution as a Qualified Matching Employer Contribution.
The Employer shall notify the Trustee of such designation at the time it makes
its Matching Employer Contribution. Qualified Matching Employer Contributions
shall be distributable only in accordance with the distribution provisions that
are applicable to Deferral Contributions; provided, however, that a Participant
shall not be permitted to take a hardship withdrawal of amounts credited to his
Qualified Matching Employer Contributions Account after the later of December
31, 1988 or the last day of the Plan Year ending before July 1, 1989.

If the amount of an Employer's Qualified Matching Employer Contribution is
determined based on a Participant's Compensation, and the Qualified Matching
Employer Contribution is necessary to satisfy the "ALP" test described in
Section 6.03, the compensation used in determining the amount of the Qualified
Matching Employer Contribution shall be "testing compensation", as defined in
Subsection 6.01(t). If the Qualified Matching Employer Contribution is not
necessary to satisfy the "ADP" test described in Section 6.03, the compensation
used to determine the amount of the Qualified Matching Employer Contribution
shall be Compensation as defined in Subsection 2.01(j), modified as provided in
Section 5.02.

5.10. NONELECTIVE EMPLOYER CONTRIBUTIONS. If so provided by the Employer in
Section 1.11 of the Adoption Agreement, the Employer shall make Nonelective


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Employer Contributions to the Trust in accordance with Subsection 1.11 (a)
and/or (b) of the Adoption Agreement to be allocated as follows:

     (a) If the Plan is a money purchase pension plan or the Employer has
     elected a fixed contribution formula, Nonelective Employer Contributions
     shall be allocated among eligible Active Participants, as determined in
     accordance with Subsection 1.11(c) and Section 1.12 of the Adoption
     Agreement, in the manner specified in Subsection 1.11(a) or the Safe Harbor
     Nonelective Employer Contribution Addendum to the Adoption Agreement, as
     applicable.

     (b) If the Employer has elected a discretionary contribution amount,
     Nonelective Employer Contributions shall be allocated among eligible Active
     Participants, as determined in accordance with Subsection 1.11(c) and
     Section 1.12 of the Adoption Agreement, as follows:

            (1) If the non-integrated formula is elected in Subsection 1.11(b)
            (1) of the Adoption Agreement, Nonelective Employer Contributions
            shall be allocated to eligible Active Participants in the ratio that
            each eligible Active Participant's Compensation bears to the total
            Compensation paid to all eligible Active Participants for the Plan
            Year; provided, however, that if the Plan is or is deemed to be a
            "top-heavy plan", as defined in Subsection 15.01(f), for any Plan
            Year, these allocation provisions shall be modified as provided in
            Section 15.04; or

            (2) If the integrated formula is elected in Subsection 1.11(b)(2)
            of the Adoption Agreement, Nonelective Employer Contributions shall
            be allocated in the following steps:

                   (A) First, to each eligible Active Participant in the same
                  ratio that the sum of the eligible Active Participant's
                  Compensation and "excess Compensation" for the Plan Year bears
                  to the sum of the Compensation and "excess Compensation" of
                  all eligible Active Participants for the Plan Year. This
                  allocation as a percentage of the sum of each eligible Active
                  Participant's Compensation and "excess Compensation" shall not
                  exceed the "permitted disparity limit", as defined in Section
                  1.11 of the Adoption Agreement.

                          Notwithstanding the foregoing, if in any Plan Year an
                  eligible Active Participant has reached the "cumulative
                  permitted disparity limit", such eligible Active Participant
                  shall receive an allocation under this Subsection 5.10(b)(2)
                  (A) based on two times his Compensation for the Plan Year,
                  rather than the sum of his Compensation and "excess
                  Compensation" for the Plan Year. If an Active Participant did
                  not benefit under a qualified defined benefit plan or target
                  benefit plan for any Plan Year beginning on or after January
                  1, 1994, the Active Participant shall have no "cumulative
                  disparity limit".

                  (B) Second, if any Nonelective Employer Contributions remain
                  after the allocation in Subsection 5.10(b)(2)(A), the
                  remaining


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                  Nonelective Employer Contributions shall be allocated to each
                  eligible Active Participant in the same ratio that the
                  eligible Active Participant's Compensation for the Plan Year
                  bears to the total Compensation of all eligible Active
                  Participants for the Plan Year.

                  Notwithstanding the provisions of Subsections 5.10(b)(2)(A)
            and (B) above, if in any Plan Year an eligible Active Participant
            benefits under another qualified plan or simplified employee
            pension, as defined in Code Section 408(k) , that provides for or
            imputes permitted disparity, the Nonelective Employer Contributions
            for the Plan Year allocated to such eligible Active Participant
            shall be in the ratio that his Compensation for the Plan Year bears
            to the total Compensation paid to all eligible Active Participants.

                  If the Plan is or is deemed to be a "top-heavy plan", as
            defined in Subsection 15.01(f), for any Plan Year, the allocation
            steps in Subsections 5.10(b)(2)(A) and (B) shall be modified as
            provided in Section 15.04.

                  For purposes of this Subsection 5.10(b)(2), the following
            definitions shall apply:

                  (C) "CUMULATIVE PERMITTED DISPARITY LIMIT" means 35 multiplied
                  by the sum of an Active Participant's annual permitted
                  disparity fractions, as defined in Sections 1.401(1)-5(b)
                  (3) through (b)(7) of the Treasury Regulations, attributable
                  to the Active Participant's total years of service under the
                  Plan and any other qualified plan or simplified employee
                  pension, as defined in Code Section 408(k) maintained by the
                  Employer or a Related Employer. For each Plan Year commencing
                  prior to January 1, 1989, the annual permitted disparity
                  fraction shall be deemed to be one, unless the Participant
                  never accrued a benefit under any qualified plan or simplified
                  employee pension maintained by the Employer or a Related
                  Employer during any such Plan Year. In determining the annual
                  permitted disparity fraction for any Plan Year, the Employer
                  may elect to assume that the full disparity limit has been
                  used for such Plan Year.

                  (D) "EXCESS COMPENSATION" means Compensation in excess of the
                  "integration level" specified by the Employer in Subsection
                  1.11(b)(2) of the Adoption Agreement.

5.11. VESTED INTEREST IN CONTRIBUTIONS. A Participant's vested interest in the
following sub-accounts shall be 100 percent:

     (a) his Deferral Contributions Account;

     (b) his Qualified Nonelective Contributions Account;

     (c) his Qualified Matching Employer Contributions Account;


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     (d) his Nonelective Employer Contributions Account attributable to
     Nonelective Employer Contributions made in accordance with the Safe Harbor
     Nonelective Employer Contribution Addendum to the Adoption Agreement that
     are intended to satisfy the safe harbor contribution requirement for deemed
     satisfaction of the "ADP" test described in Section 6.03;

     (e) his Matching Employer Contributions Account attributable to Matching
     Employer Contributions made in accordance with the Safe Harbor Matching
     Employer Contribution Addendum to the Adoption Agreement that are intended
     to satisfy the safe harbor contribution requirement for deemed satisfaction
     of the ADP" test described in Section 6.03;

     (f) his Rollover Contributions Account;

     (g) his Employee Contributions Account; and

     (h) his deductible Employee Contributions Account.

     A Participant's vested interest in his Nonelective Employer Contributions
Account attributable to Nonelective Employer Contributions other than those
described in Subsection 5.11(d) above, shall be determined in accordance with
the vesting schedule elected by the Employer in Subsection 1.15(b)(1) of the
Adoption Agreement. A Participant's vested interest in his Matching Employer
Contributions Account attributable to Matching Employer Contributions other than
those described in Subsection 5.11(e) above, shall be determined in accordance
with the vesting schedule elected by the Employer in Subsection 1.15(b)(2) of
the Adoption Agreement.

5.12. TIME FOR MAKING CONTRIBUTIONS. The Employer shall pay its contribution for
each Plan Year not later than the time prescribed by law for filing the
Employer's Federal income tax return for the fiscal (or taxable) year with or
within which such Plan Year ends (including extensions thereof)

     The Employer shall remit any safe harbor Matching Employer Contributions
made during a Plan Year quarter to the Trustee no later than the last day of the
immediately following Plan Year quarter.

     The Employer should remit Employee Contributions and Deferral Contributions
to the Trustee as of the earliest date on which such contributions can
reasonably be segregated from the Employer's general assets, but not later than
the 15th business day of the calendar month following the month in which such
amount otherwise would have been paid to the Participant, or within such other
time frame as may be determined by applicable regulation or legislation.

     The Trustee shall have no authority to inquire into the correctness of the
amounts contributed and paid over to the Trustee, to determine whether any
contribution is payable under this Article 5, or to enforce, by suit or
otherwise, the Employer's obligation, if any, to make a contribution to the
Trustee.

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5.13. RETURN OF EMPLOYER CONTRIBUTIONS. The Trustee shall, upon request by the
Employer, return to the Employer the amount (if any) determined under Section
20.24. Such amount shall be reduced by amounts attributable thereto which have
been credited to the Accounts of Participants who have since received
distributions from the Trust, except to the extent such amounts continue to be
credited to such Participants' Accounts at the time the amount is returned to
the Employer. Such amount shall also be reduced by the losses of the Trust
attributable thereto, if and to the extent such losses exceed the gains and
income attributable thereto, but shall not be increased by the gains and income
of the Trust attributable thereto, if and to the extent such gains and income
exceed the losses attributable thereto. To the extent such gains exceed losses,
the gains shall be forfeited and applied as provided in Section 11.09. In no
event shall the return of a contribution hereunder cause the balance of the
individual Account of any Participant to be reduced to less than the balance
which would have been credited to the Account had the mistaken amount not been
contributed.

ARTICLE 6. LIMITATIONS ON CONTRIBUTIONS.

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

     (a) "AGGREGATE LIMIT" means the greater of (1) or (2) where (1) is the sum
     of (A) 125 percent of the greater of the average "deferral ratio" of the
     Active Participants who are Non-Highly Compensated Employees for the
     "testing year" or the average "contribution percentage" of Active
     Participants who are Non-Highly Compensated Employees for the "testing
     year" beginning with or within the "testing year" of the cash or deferred
     arrangement and (B) the lesser of 200 percent or two plus the lesser of
     such average "deferral ratio" or average "contribution percentage" and
     where (2) is the sum of (A) 125 percent of the lesser of the average
     "deferral ratio" of the Active Participants who are Non-Highly Compensated
     Employees for the "testing year" or the average "contribution percentage"
     of the Active Participants who are Non-Highly Compensated Employees for the
     "testing year" beginning with or within the "testing year" of the cash or
     deferred arrangement and (B) the lesser of 200 percent or two plus the
     greater of such average "deferral ratio" or average "contribution
     percentage".

     (b) "ANNUAL ADDITIONS" mean the sum of the following amounts allocated to
     an Active Participant for a Limitation Year:

            (1) all employer contributions allocated to an Active Participant's
            account under qualified defined contribution plans maintained by the
            "415 employer", including amounts applied to reduce employer
            contributions as provided under Section 11.09;

            (2) all employee contributions allocated to an Active Participant's
            account under a qualified defined contribution plan or a qualified

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            defined benefit plan maintained by the "415 employer" if separate
            accounts are maintained with respect to such Active Participant
            under the defined benefit plan;

            (3) all forfeitures allocated to an Active Participant's account
            under a qualified defined contribution plan maintained by the "415
            employer";

            (4) all amounts allocated, after March 31, 1984, to an "individual
            medical benefit account" which is part of a pension or annuity plan
            maintained by the "415 employer";

            (5) all 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 Code Section
            419A(d)(3), under a "welfare benefit fund" maintained by the "415
            employer"; and

            (6) all allocations to an Active Participant under a "simplified
            employee pension".

     (c) "CONTRIBUTION PERCENTAGE" means the ratio (expressed as a percentage)
     of (1) the "contribution percentage amounts" allocated to an "eligible
     participant's" accounts for the Plan Year to (2) the "eligible
     participant's" "testing compensation" for the Plan Year.

     (d) "CONTRIBUTION PERCENTAGE AMOUNTS" mean:

            (1) any Employee Contributions made by an "eligible participant" to
            the Plan;

            (2) any Matching Employer Contributions, but excluding (A) Qualified
            Matching Employer Contributions that are taken into account in
            satisfying the "ADP" test described in Section 6.03 (except that
            such exclusion shall not apply for any Plan Year in which the "ADP"
            test described in Section 6.03 is deemed satisfied pursuant to
            Section 6.10) and (B) Matching Employer Contributions that are
            forfeited either to correct "excess aggregate contributions" or
            because the contributions to which they relate are "excess
            deferrals", "excess contributions", or "excess aggregate
            contributions";

            (3) at the election of the Employer, Qualified Nonelective Employer
            Contributions, excluding Qualified Nonelective Employer
            Contributions that are taken into account in satisfying the "ADP"
            test described in Section 6.03; and

            (4) at the election of the Employer, Deferral Contributions,
            excluding Deferral Contributions that are taken into account in
            satisfying the "ADP" test described in Section 6.03.


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            Notwithstanding the foregoing, for any Plan Year in which the "ADP"
     test described in Section 6.03 is deemed satisfied pursuant to Section
     6.10, "contribution percentage amounts" shall not include the following:

            (5) any Deferral Contributions; and

            (6) if the requirements described in Section 6.11 for deemed
            satisfaction of the "ACP" test with respect to Matching Employer
            Contributions are met, any Matching Employer Contributions; or if
            the requirements described in Section 6.11 for deemed satisfaction
            of the "ACP" test with respect to Matching Employer Contributions
            are not met, any Matching Employer Contributions made on behalf of
            an "eligible participant" for the Plan Year that do not exceed four
            percent of the "eligible participant's" Compensation for the Plan
            Year.

            To be included in determining an "eligible participant's"
     "contribution percentage" for a Plan Year, Employee Contributions must be
     made to the Plan before the end of such Plan Year and other "contribution
     percentage amounts" must be allocated to the "eligible participant's"
     Account as of a date within such Plan Year and made before the last day of
     the 12-month period immediately following the Plan Year to which the
     "contribution percentage amounts" relate. If an Employer has elected the
     prior year testing method described in Subsection 1.06(a)(2) of the
     Adoption Agreement, "contribution percentage amounts" that are taken into
     account for purposes of determining the "contribution percentages" of
     Non-Highly Compensated Employees for the prior year relate to such prior
     year. Therefore, such "contribution percentage amounts" must be made before
     the last day of the Plan Year being tested.

            Effective for Plan Years beginning on or after January 1, 1999, if
     an Employer elects to change from the current year testing method described
     in Subsection 1.06(a)(1) of the Adoption Agreement to the prior year
     testing method described in Subsection 1.06(a)(2) of the Adoption
     Agreement, the following shall not be considered "contribution percentage
     amounts" for purposes of determining the "contribution percentages" of
     Non-Highly Compensated Employees for the prior year immediately preceding
     the Plan Year in which the change is effective:

            (7) Qualified Matching Employer Contributions that were taken into
            account in satisfying the "ADP" test described in Section 6.03 for
            such prior year;

            (8) Qualified Nonelective Employer Contributions that were taken
            into account in satisfying the "ADP" test described in Section 6.03
            or the "ACP" test described in Section 6.06 for such prior year; and

            (9) all Deferral Contributions.

     (e) "DEFERRAL RATIO" means the ratio (expressed as a percentage) of (1) the
     amount of "includable contributions" made on behalf of an Active
     Participant

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     for the Plan Year to (2) the Active Participant's "testing compensation"
     for such Plan Year. An Active Participant who does not receive "includable
     contributions" for a Plan Year shall have a "deferral ratio" of zero.

     (f) "DEFINED BENEFIT FRACTION" means a fraction, the numerator of which is
     the sum of the Active Participant's annual benefits (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) under all the defined benefit plans (whether or not
     terminated) maintained by the "415 employer", each such annual benefit
     computed on the assumptions that the Active Participant shall remain in
     employment until the normal retirement age under each such plan (or the
     Active Participant's current age, if later) and that all other factors used
     to determine benefits under such plan shall remain constant for all future
     Limitation Years, and the denominator of which is the lesser of 125 percent
     of the dollar limitation determined for the Limitation Year under Code
     Sections 415(b)(1)(a) and 415(d) or 140 percent of the Active Participant's
     highest average Compensation for three consecutive calendar years of
     service during which the Active Participant was active in each such plan,
     including any adjustments under Code Section 415 (b). However, if the
     Active 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 "415 employer" which were in existence on
     May 6, 1986 then the denominator of the "defined benefit fraction" shall
     not be less than 125 percent of the Active Participant's total accrued
     benefit as of the close of the last Limitation Year beginning before
     January 1, 1987, disregarding any changes in the terms and conditions of
     such plans made after May 5, 1986, under all such defined benefit plans
     that met, individually and in the aggregate, the requirements of Code
     Section 415 for all Limitation Years beginning before January 1, 1987.

     (g) "DEFINED CONTRIBUTION FRACTION" means a fraction, the numerator of
     which is the sum of all "annual additions" credited to an Active
     Participant for the current Limitation Year and all prior Limitation Years
     and the denominator of which is the sum of the "maximum permissible
     amounts" for the current Limitation Year and all prior Limitation Years
     during which the Participant was an Employee (regardless of whether the
     "415 employer" maintained a defined contribution plan in any such
     Limitation Year).

             If the Active Participant was a participant as of the first day of
     the first Limitation Year beginning after December 31, 1986, in one or more
     defined contribution plans maintained by the "415 employer" which were in
     existence on May 6, 1986, then the numerator of the "defined contribution
     fraction" shall be adjusted if the sum of this fraction and the "defined
     benefit fraction" would otherwise exceed 1.0 under the terms of the Plan.
     Under the adjustment an amount equal to the product of (1) the excess of
     the sum of the fractions over 1.0 and (2) the denominator of this fraction
     shall 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


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     any changes in the terms and conditions of the plans made after May 6,
     1986, but using the Section 415 limitation applicable to the first
     Limitation Year beginning on or after January 1, 1987.

             For purposes of determining the "defined contribution fraction",
     the "annual additions" for Limitation Years beginning before January 1,
     1987 shall not be recomputed to treat all employee contributions as "annual
     additions".

     (h) "DETERMINATION YEAR" means (1) for purposes of determining income or
     loss with respect to "excess deferrals", the calendar year in which the
     "excess deferrals" were made and (2) for purposes of determining income or
     loss with respect to "excess contributions", and "excess aggregate
     contributions", the Plan Year in which such "excess contributions" or
     "excess aggregate contributions" were made.

     (i) "ELECTIVE DEFERRALS" mean all employer contributions, other than
     Deferral Contributions, made on behalf of a Participant pursuant to an
     election to defer under any qualified CODA as described in Code Section
     401(k), any simplified employee pension cash or deferred arrangement as
     described in Code Section 402 (h)(1)(B), any eligible deferred
     compensation plan under Code Section 457, any plan as described under Code
     Section 501(c)(18), and any employer contributions made on behalf of a
     Participant pursuant to a salary reduction agreement for the purchase of an
     annuity contract under Code Section 403(b). "Elective deferrals" shall
     not include any deferrals properly distributed as excess "annual
     additions".

     (j) "ELIGIBLE PARTICIPANT" means any Active Participant who is eligible to
     make Employee Contributions, or Deferral Contributions (if the Employer
     takes such contributions into account in calculating "contribution
     percentages") or to receive a Matching Employer Contribution.
     Notwithstanding the foregoing, the term "eligible participant" shall not
     include any Active Participant who is included in a unit of Employees
     covered by an agreement which the Secretary of Labor finds to be a
     collective bargaining agreement between employee representatives and one or
     more employers.

     (k) "EXCESS AGGREGATE CONTRIBUTIONS" with respect to any Plan Year mean the
     excess of

            (1) The aggregate "contribution percentage amounts" actually taken
            into account in computing the average "contribution percentages" of
            "eligible participants" who are Highly Compensated Employees for
            such Plan Year, over

            (2) The maximum amount of "contribution percentage amounts"
            permitted to be made on behalf of Highly Compensated Employees under
            Section 6.06 (determined by reducing "contribution percentage
            amounts" made for the Plan Year on behalf of "eligible participants"
            who are Highly Compensated Employees in order of their "contribution
            percentages" beginning with the highest of such "contribution
            percentages")


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            "Excess aggregate contributions" shall be determined after first
     determining "excess deferrals" and then determining "excess contributions".

     (1) "EXCESS CONTRIBUTIONS" with respect to any Plan Year mean the excess of

            (1) The aggregate amount of "includable contributions" actually
            taken into account in computing the average "deferral percentage" of
            Active Participants who are Highly Compensated Employees for such
            Plan Year, over

            (2) The maximum amount of "includable contributions" permitted to be
            made on behalf of Highly Compensated Employees under Section 6.03
            (determined by reducing "includable contributions" made for the Plan
            Year on behalf of Active Participants who are Highly Compensated
            Employees in order of their "deferral ratios", beginning with the
            highest of such "deferral ratios").

     (m) "EXCESS DEFERRALS" mean those Deferral Contributions and/or "elective
     deferrals" that are includable in a Participant's gross income under Code
     Section 402(g) to the extent such Participant's Deferral Contributions
     and/or "elective deferrals" for a calendar year exceed the dollar
     limitation under such Code Section for such calendar year.

     (n) "EXCESS 415 AMOUNT" means the excess of an Active Participant's
     "annual additions" for the Limitation Year over the "maximum permissible
     amount".

     (o) "415 EMPLOYER" means the Employer and any other employers which
     constitute a controlled group of corporations (as defined in Code Section
     414(b) as modified by Code Section 415(h)) or which constitute trades or
     businesses (whether or not incorporated) which are under common control (as
     defined in Code Section 414 (c) as modified by Code Section 415(h)) or
     which constitute an affiliated service group (as defined in Code Section
     414 (m)) and any other entity required to be aggregated with the Employer
     pursuant to regulations issued under Code Section 414 (o).

     (p) "INCLUDABLE CONTRIBUTIONS" mean:

            (1) any Deferral Contributions made on behalf of an Active
            Participant, including "excess deferrals" of Highly Compensated
            Employees, but excluding (a) "excess deferrals" of Non-Highly
            Compensated Employees that arise solely from Deferral Contributions
            made under the Plan or plans maintained by the Employer or a Related
            Employer and (b) Deferral Contributions that are taken into account
            in satisfying the "ACP" test described in Section 6.06;

            (2) at the election of the Employer, Qualified Nonelective Employer
            Contributions, excluding Qualified Nonelective Employer
            Contributions that are taken into account in satisfying the "ACP"
            test described in Section 6.06; and


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            (3) at the election of the Employer, Qualified Matching Employer
            Contributions; provided, however, that the Employer may not elect to
            treat Qualified Matching Employer Contributions as "includable
            contributions" for any Plan Year in which the "ADP" test described
            in Section 6.03 is deemed satisfied pursuant to Section 6.10.

            To be included in determining an Active Participant's "deferral
     ratio" for a Plan Year, "includable contributions" must be allocated to the
     Participant's Account as of a date within such Plan Year and made before
     the last day of the 12-month period immediately following the Plan Year to
     which the "includable contributions" relate. If an Employer has elected the
     prior year testing method described in Subsection 1.06(a)(2) of the
     Adoption Agreement, "includable contributions" that are taken into account
     for purposes of determining the "deferral ratios" of Non-Highly Compensated
     Employees for the prior year relate to such prior year. Therefore, such
     "includable contributions" must be made before the last day of the Plan
     Year being tested.

            Effective for Plan Years beginning on or after January 1, 1999, if
     an Employer elects to change from the current year testing method described
     in Subsection 1.06(a)(1) of the Adoption Agreement to the prior year
     testing method described in Subsection 1.06(a)(2) of the Adoption
     Agreement, the following shall not be considered "includable contributions"
     for purposes of determining the "deferral ratios" of Non-Highly Compensated
     Employees for the prior year immediately preceding the Plan Year in which
     the change is effective:

            (4) Deferral Contributions that were taken into account in
            satisfying the "ACP" test described in Section 6.06 for such prior
            year;

            (5) Qualified Nonelective Employer Contributions that were taken
            into account in satisfying the "ADP" test described in Section 6.03
            or the "ACP" test described in Section 6.06 for such prior year; and

            (6) all Qualified Matching Employer Contributions.

     (q) "INDIVIDUAL MEDICAL BENEFIT ACCOUNT" means an individual medical
     benefit account as defined in Code Section 415(1)(2)

     (r) "MAXIMUM PERMISSIBLE AMOUNT" means for a Limitation Year with respect
     to any Active Participant the lesser of (1) $30,000 (adjusted as provided
     in Code Section 415(d)) or (2) 25 percent of the Active Participant's
     Compensation for the Limitation Year. If a short Limitation Year is created
     because of an amendment changing the Limitation Year to a different
     12-consecutive-month period, the dollar limitation specified in clause (1)
     above shall be adjusted by multiplying it by a fraction the numerator of
     which is the number of months in the short Limitation Year and the
     denominator of which is 12.



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            The Compensation limitation specified in clause (2) above shall not
     apply to any contribution for medical benefits within the meaning of Code
     Section 401(h) or 419A(f)(2) after separation from service which is
     otherwise treated as an "annual addition" under Code Section 419A(d)(2) or
     415(1)(1).

     (s) "SIMPLIFIED EMPLOYEE PENSION" means a simplified employee pension as
     defined in Code Section 408(k).

     (t) "TESTING COMPENSATION" means compensation as defined in Code Section
     414(s). "Testing compensation" shall be based on the amount actually paid
     to a Participant during the "testing year" or, at the option of the
     Employer, during that portion of the "testing year" during which the
     Participant is an Active Participant; provided, however, that if the
     Employer elected different Eligibility Service requirements for purposes of
     eligibility to make Deferral Contributions and to receive Matching Employer
     Contributions, then "testing compensation" must be based on the amount paid
     to a Participant during the full "testing year".

            The annual "testing compensation" of each Active Participant taken
     into account in applying the "ADP" test described in Section 6.03 and the
     "ACP" test described in Section 6.06 for any "testing year" shall not
     exceed the annual compensation limit under Code Section 401(a)(17) as in
     effect on the first day of the "testing year". This limit shall be adjusted
     by the Secretary to reflect increases in the cost of living, as provided in
     Code Section 401(a)(17)(B); provided, however, that the dollar increase
     in effect on January 1 of any calendar year is effective for "testing
     years" beginning in such calendar year. If a Plan determines "testing
     compensation" over a period that contains fewer than 12 calendar months (a
     "short determination period"), then the Compensation limit for such "short
     determination period" is equal to the Compensation limit for the calendar
     year in which the "short determination period" begins multiplied by the
     ratio obtained by dividing the number of full months in the "short
     determination period" by 12; provided, however, that such proration shall
     not apply if there is a "short determination period" because (1) the
     Employer elected in accordance with any rules and regulations issued by the
     Secretary of the Treasury or his delegate to apply the "ADP" test described
     in Section 6.03 and/or the "ACP" test described in Section 6.06 based only
     on Compensation paid during the portion of the "testing year" during which
     an individual was an Active Participant or (2) an Employee is covered under
     the Plan for fewer than 12 calendar months.

     (u) "TESTING YEAR" means

            (1) if the Employer has elected the current year testing method in
            Subsection 1.06(a)(1) of the Adoption Agreement, the Plan Year
            being tested.

            (2) if the Employer has elected the prior year testing method in
            Subsection 1.06(a)(2) of the Adoption Agreement, the Plan Year
            immediately preceding the Plan Year being tested.


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     (v) "WELFARE BENEFIT FUND" means a welfare benefit fund as defined in Code
     Section 419(e).

6.02. CODE SECTION 402(g) LIMIT ON DEFERRAL CONTRIBUTIONS. In no event shall the
amount of Deferral Contributions made under the Plan for a calendar year, when
aggregated with the "elective deferrals" made under any other plan maintained by
the Employer or a Related Employer, exceed the dollar limitation contained in
Code Section 402(g) in effect at the beginning of such calendar year.

     A Participant may assign to the Plan any "excess deferrals" made during a
calendar year by notifying the Administrator on or before March 15 following the
calendar year in which the "excess deferrals" were made of the amount of the
"excess deferrals" to be assigned to the Plan. A Participant is deemed to notify
the Administrator of any "excess deferrals" that arise by taking into account
only those Deferral Contributions made to the Plan and those "elective
deferrals" made to any other plan maintained by the Employer or a Related
Employer. Notwithstanding any other provision of the Plan, "excess deferrals",
plus any income and minus any loss allocable thereto, as determined under
Section 6.09, shall be distributed no later than April 15 to any Participant to
whose Account "excess deferrals" were so assigned for the preceding calendar
year and who claims "excess deferrals" for such calendar year.

     Any Matching Employer Contributions attributable to "excess deferrals",
plus any income and minus any loss allocable thereto, as determined under
Section 6.09, shall be forfeited and applied as provided in Section 11.09.

     "Excess 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 calendar year in which the "excess deferrals" were made.

6.03. ADDITIONAL LIMIT ON DEFERRAL CONTRIBUTIONS ("ADP" TEST). Notwithstanding
any other provision of the Plan to the contrary, the Deferral Contributions made
with respect to a Plan Year on behalf of Active Participants who are Highly
Compensated Employees for such Plan Year may not result in an average "deferral
ratio" for such Active Participants that exceeds the greater of:

     (a) the average "deferral ratio" for the "testing year" of Active
     Participants who are Non-Highly Compensated Employees for the "testing
     year" multiplied by 1.25; or

     (b) the average "deferral ratio" for the "testing year" of Active
     Participants who are Non-Highly Compensated Employees for the "testing
     year" multiplied by two, provided that the average "deferral ratio" for
     Active Participants who are Highly Compensated Employees for the Plan Year
     being tested does not exceed the average "deferral ratio" for Participants
     who are Non-Highly Compensated Employees for the "testing year" by more
     than two percentage points.

     For the first Plan Year in which the Plan provides a cash or deferred
arrangement, the average "deferral ratio" for Active Participants who are Non-

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Highly Compensated Employees used in determining the limits applicable under
Subsections 6.03(a) and (b) shall be either three percent or the actual average
"deferral ratio" for such Active Participants for such first Plan Year, as
elected by the Employer in Section 1.06(b) of the Adoption Agreement.

     The deferral ratios of Active Participants who are included in a unit of
Employees covered by an agreement which the Secretary of Labor finds to be a
collective bargaining agreement shall be disaggregated from the "deferral
ratios" of other Active Participants and the provisions of this Section 6.03
shall be applied separately with respect to each group.

     The "deferral ratio" for any Active Participant who is a Highly Compensated
Employee for the Plan Year being tested and who is eligible to have "includable
contributions" allocated to his accounts under two or more cash or deferred
arrangements described in Code Section 401(k) that are maintained by the
Employer or a Related Employer, shall be determined as if such "includable
contributions" 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 Code Section 401(k).

     If this Plan satisfies the requirements of Code Section 401(k), 401(a)(4),
or 410(b) only if aggregated with one or more other plans, or if one or more
other plans satisfy the requirements of such Code Sections only if aggregated
with this Plan, then this Section 6.03 shall be applied by determining the
"deferral ratios" of Employees as if all such plans were a single plan. Plans
may be aggregated in order to satisfy Code Section 401(k) only if they have the
same plan year.

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

6.04. ALLOCATION AND DISTRIBUTION OF "EXCESS CONTRIBUTIONS". Notwithstanding any
other provision of this Plan, the "excess contributions" allocable to the
Account of a Participant, plus any income and minus any loss allocable thereto,
as determined under Section 6.09, shall be distributed to the Participant no
later than the last day of the Plan Year immediately following the Plan Year in
which the "excess contributions" were made. If such excess amounts are
distributed more than 2 1/2 months after the last day of the Plan year in which
the "excess contributions" were made, a ten percent excise tax shall be imposed
on the Employer maintaining the Plan with respect to such amounts.

     The "excess contributions" allocable to a Participant's Account shall be
determined by reducing the "includable contributions" made for the Plan Year on
behalf of Active Participants who are Highly Compensated Employees in order of
the dollar amount of such "includable contributions", beginning with the highest
such dollar amount.

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     "Excess contributions" shall be treated as "annual additions".

     Any Matching Employer Contributions attributable to "excess contributions",
plus any income and minus any loss allocable thereto, as determined under
Section 6.09, shall be forfeited and applied as provided in Section 11.09.

6.05. REDUCTIONS IN DEFERRAL CONTRIBUTIONS TO MEET CODE REQUIREMENTS. If the
Administrator anticipates that the Plan will not satisfy the "ADP" and/or "ACP"
test for the year, the Administrator may objectively reduce the rate of Deferral
Contributions of Participants who are Highly Compensated Employees to an amount
determined by the Administrator to be necessary to satisfy the "ADP" and/or
"ACP" test.

6.06. LIMIT ON MATCHING EMPLOYER CONTRIBUTIONS AND EMPLOYEE CONTRIBUTIONS ("ACP"
TEST). The provisions of this Section 6.06 shall not apply to Active
Participants who are included in a unit of Employees covered by an agreement
which the Secretary of Labor finds to be a collective bargaining agreement
between employee representatives and one or more employers.

     Notwithstanding any other provision of the Plan to the contrary, Matching
Employer Contributions and Employee Contributions made with respect to a Plan
Year by or on behalf of "eligible participants" who are Highly Compensated
Employees for such Plan Year may not result in an average "contribution
percentage" for such "eligible participants" that exceeds the greater of:

     (a) the average "contribution percentage" for the "testing year" of
     "eligible participants" who are Non-Highly Compensated Employees for the
     "testing year" multiplied by 1.25; or

     (b) the average "contribution percentage" for the "testing year" of
     "eligible participants" who are Non-Highly Compensated Employees for the
     "testing year" multiplied by two, provided that the average "contribution
     percentage" for the Plan Year being tested of "eligible participants" who
     are Highly Compensated Employees does not exceed the average "contribution
     percentage" for the "testing year" of "eligible participants" who are
     Non-Highly Compensated Employees for the "testing year" by more than two
     percentage points.

     For the first Plan Year in which the Plan provides for "contribution
percentage amounts" to be made, the "ACP" for "eligible participants" who are
Non-Highly Compensated Employees used in determining the limits applicable under
paragraphs (a) and (b) of this Section 6.06 shall be either three percent or the
actual "ACP" of such eligible participants for such first Plan Year, as elected
by the Employer in Section 1.06(b).

     The "contribution percentage" for any "eligible participant" who is a
Highly Compensated Employee for the Plan Year and who is eligible to have
"contribution percentage amounts" allocated to his accounts under two or more
plans described in Code Section 401(a) that are maintained by the Employer or a
Related Employer,


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shall be determined as if such "contribution percentage amounts" were
contributed under a single plan. If a Highly Compensated Employee participates
in two or more such plans that have different plan years, all plans ending with
or within the same calendar year shall be treated as a single plan.
Notwithstanding the foregoing, certain plans shall be treated as separate if
mandatorily disaggregated under Treasury Regulations issued under Code Section
401(m).

     If this Plan satisfies the requirements of Code Section 401(m), 401(a)(4)
or 410(b) only if aggregated with one or more other plans, or if one or more
other plans satisfy the requirements of such Code Sections only if aggregated
with this Plan, then this Section 6.06 shall be applied by determining the
"contribution percentages" of Employees as if all such plans were a single plan.
Plans may be aggregated in order to satisfy Code Section 401(m) only if they
have the same plan year.

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

6.07. ALLOCATION, DISTRIBUTION, AND FORFEITURE OF "EXCESS AGGREGATE
CONTRIBUTIONS". Notwithstanding any other provision of the Plan, the "excess
aggregate contributions" allocable to the Account of a Participant, plus any
income and minus any loss allocable thereto, as determined under Section 6.09,
shall be forfeited, if forfeitable, or if not forfeitable, distributed to the
Participant no later than the last day of the Plan Year immediately following
the Plan Year in which the "excess aggregate contributions" were made. If such
excess amounts are distributed more than 2 1/2 months after the last day of the
Plan Year in which such "excess aggregate contributions" were made, a ten
percent excise tax shall be imposed on the Employer maintaining the Plan with
respect to such amounts.

     The "excess aggregate contributions" allocable to a Participant's Account
shall be determined by reducing the "contribution percentage amounts" made for
the Plan Year on behalf of "eligible participants" who are Highly Compensated
Employees in order of the dollar amount of such "contribution percentage
amounts", beginning with the highest such dollar amount.

     "Excess aggregate contributions" shall be treated as "annual additions".

     "Excess aggregate contributions" shall be forfeited or distributed from a
Participant's Employee Contributions Account, Matching Employer Contributions
Account and if applicable, the Participant's Deferral Contributions Account
and/or Qualified Nonelective Employer Contributions Account in the order
prescribed by the Employer, who shall direct the Trustee, and which order shall
be uniform with respect to all Participants and non-discriminatory.

     Forfeitures of "excess aggregate contributions" shall be applied as
provided in Section 11.09.


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6.08. AGGREGATE LIMIT ON "CONTRIBUTION PERCENTAGE AMOUNTS" AND "INCLUDABLE
CONTRIBUTIONS". The sum of the average "deferral ratio" and the average
"contribution percentage" of those Active Participants who are Highly
Compensated Employees during the Plan Year shall not exceed the "aggregate
limit". The average "deferral ratio" and average "contribution percentage" of
such Active Participants shall be determined after any corrections required to
meet the "ADP" test, described in Section 6.03, and the "ACP" test, described in
Section 6.06, have been made. Notwithstanding the foregoing, the "aggregate
limit" shall not be exceeded if either the average "deferral ratio" or the
average "contribution percentage" of such Active Participants for the Plan Year
does not exceed 1.25 multiplied by the average "deferral ratio" or the average
"contribution percentage", as applicable, for the "testing year" of the Active
Participants who are Non-Highly Compensated Employees for the "testing year".

     If the "aggregate limit" would be exceeded for any Plan Year, then the
limit shall be met by reducing the "contribution percentage amounts" contributed
for the Plan Year on behalf of the Active Participants who are Highly
Compensated Employees for such Plan Year (in order of their "contribution
percentages", beginning with the highest such "contribution percentage").
"Contribution percentage amounts" that are reduced as provided herein shall be
treated as "excess aggregate contributions". If for any Plan Year in which the
"ADP" test described in Section 6.03 is deemed satisfied pursuant to Section
6.10, the average "deferral ratio" of those Active Participants who are Highly
Compensated Employees during the Plan Year does not meet the "aggregate limit"
after reducing the "contribution percentage amounts" contributed on behalf of
such Active Participants to zero, no further reduction shall be required under
this Section 6.08.

6.09. INCOME OR LOSS ON DISTRIBUTABLE CONTRIBUTIONS. The income or loss
allocable to "excess deferrals", "excess contributions", and "excess aggregate
contributions" shall be determined under one of the following methods:

     (a) the income or loss for the "determination year" allocable to the
     Participant's Account to which such contributions were made multiplied by a
     fraction, the numerator of which is the amount of the distributable
     contributions and the denominator of which is the balance of the
     Participant's Account to which such contributions were made, determined
     without regard to any income or loss occurring during the "determination
     year"; or

     (b) the income or loss for the "determination year" determined under any
     other reasonable method, provided that such method is used consistently for
     all Participants in determining the income or loss allocable to
     distributable contributions hereunder for the Plan Year, and is used by the
     Plan in allocating income or loss to Participants' Accounts.

Income or loss allocable to the period between the end of the "determination
year" and the date of distribution shall be disregarded in determining income or
loss.

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6.10. DEEMED SATISFACTION OF "ADP" TEST. Notwithstanding any other provision of
this Article 6 to the contrary, for any Plan Year beginning on or after January
1, 1999, if the Employer has elected one of the safe harbor contributions in
Subsection 1.10(a)(3) or 1.11(a)(3) of the Adoption Agreement and complies with
the notice requirements described herein for such Plan Year, the Plan shall be
deemed to have satisfied the "ADP" test described in Section 6.03. The Employer
shall provide a notice to each Active Participant during the Plan Year
describing the following:

     (a) the formula used for determining the amount of the safe harbor
     contribution to be made on behalf of Active Participants for the Plan Year
     or a statement that the Plan may be amended during the Plan Year to provide
     for a safe harbor Nonelective Employer Contribution for the Plan Year equal
     to at least three percent of each Active Participant's Compensation for the
     Plan Year;

     (b) any other employer contributions provided under the Plan and any
     requirements that Active Participants must satisfy to be entitled to
     receive such employer contributions;

     (c) the type and amount of Compensation that may be deferred under the Plan
     as Deferral Contributions;

     (d) the procedures for making a cash or deferred election under the Plan
     and the periods during which such elections may be made or changed; and

     (e) the withdrawal and vesting provisions applicable to contributions under
     the Plan.

     The descriptions required in (b) through (e) may be provided by cross
references to the relevant sections of an up to date summary plan description.
Such notice shall be written in a manner calculated to be understood by the
average Active Participant. The Employer shall provide the notice to each Active
Participant within one of the following periods, whichever is applicable:

     (f) if the employee is an Active Participant 90 days before the beginning
     of the Plan Year, within the period beginning 90 days and ending 30 days
     before the first day of the Plan Year; or

     (g) if the employee becomes an Active Participant after the date described
     in paragraph (f) above, within the period beginning 90 days before and
     ending on the date he becomes an Active Participant;

provided, however, that such notice shall not be required to be provided to an
Active Participant earlier than is required under any guidance published by the
Internal Revenue Service.

     If an Employer that provides notice that the Plan may be amended to provide
a safe harbor Nonelective Employer Contribution for the Plan Year does amend the
Plan to provide such contribution, the Employer shall provide a supplemental

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notice to all Active Participants stating that a safe harbor Nonelective
Employer Contribution in the specified amount shall be made for the Plan Year.
Such supplemental notice shall be provided to Active Participants at least 30
days before the last day of the Plan Year.

6.11. DEEMED SATISFACTION OF "ACP" TEST WITH RESPECT TO MATCHING EMPLOYER
CONTRIBUTIONS. A Plan that satisfies the requirements of Section 6.10 shall also
be deemed to have satisfied the "ACP" test described in Section 6.06 with
respect to Matching Employer Contributions, if Matching Employer Contributions
to the Plan for the Plan Year meet all of the following requirements: (a) the
percentage of Deferral Contributions matched does not increase as the percentage
of Compensation contributed increases; (b) Highly Compensated Employees are not
provided a greater percentage match than Non-Highly Compensated Employees; (c)
Deferral Contributions matched do not exceed six percent of a Participant's
Compensation; and (d) if the Employer elected in Subsection 1.10(a)(2) or
1.10(b) of the Adoption Agreement to provide discretionary Matching Employer
Contributions, the Employer also elected in Subsection 1.10(a)(2)(A) or
1.11(b)(1) of the Adoption Agreement, as applicable, to limit the dollar amount
of such discretionary Matching Employer Contributions allocated to a Participant
for the Plan Year to no more than four percent of such Participant's
Compensation for the Plan Year.

     If such Plan provides for Employee Contributions, the "ACP" test described
in Section 6.06 must be applied with respect to such Employee Contributions. For
purposes of applying the "ACP" test with respect to Employee Contributions,
Matching Employer Contributions and Nonelective Employer Contributions that
satisfy the vesting and distribution requirements applicable to safe harbor
contributions, but which are not required to comply with the safe harbor
contribution requirements may be taken into account.

6.12. CODE SECTION 415 LIMITATIONS. Notwithstanding any other provisions of the
Plan, the following limitations shall apply:

     (a) Employer Maintains Single Plan: If the "415 employer" does not maintain
     any other qualified defined contribution plan or any "welfare benefit
     fund", "individual medical benefit account", or "simplified employee
     pension" in addition to the Plan, the provisions of this Subsection 6.12(a)
     shall apply.

            (1) If a Participant does not participate in, and has never
            participated in any other qualified defined contribution plan,
            "welfare benefit fund", "individual medical benefit account", or
            "simplified employee pension" maintained by the "415 employer",
            which provides an "annual addition", the amount of "annual
            additions" to the Participant's Account for a Limitation Year shall
            not exceed the lesser of the "maximum permissible amount" or any
            other limitation contained in the Plan. If a contribution that would
            otherwise be contributed or allocated to the Participant's Account
            would cause the "annual additions" for the Limitation Year to exceed
            the "maximum permissible amount", the amount contributed or
            allocated shall be reduced so that the "annual additions" for the
            Limitation Year shall equal the "maximum permissible amount".

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            (2) Prior to the determination of a Participant's actual
            Compensation for a Limitation Year, the "maximum permissible amount"
            may be determined on the basis of a reasonable estimation of the
            Participant's Compensation for such Limitation Year, uniformly
            determined for all Participants similarly situated. Any Employer
            contributions based on estimated annual Compensation shall be
            reduced by any "excess 415 amounts" carried over from prior
            Limitation Years.

            (3) As soon as is administratively feasible after the end of the
            Limitation Year, the "maximum permissible amount" for such
            Limitation Year shall be determined on the basis of the
            Participant's actual Compensation for such Limitation Year.

            (4) If there is an "excess 415 amount" with respect to a Participant
            for a Limitation Year as a result of the estimation of the
            Participant's Compensation for the Limitation Year, the allocation
            of forfeitures to the Participant's Account, or a reasonable error
            in determining the amount of Deferral Contributions that may be made
            on behalf of the Participant under the limits of this Section 6.12,
            such "excess 415 amount" shall be disposed of as follows:

                  (A) Any Employee Contributions shall be reduced to the extent
                  necessary to reduce the "excess 415 amount".

                  (B) If after application of Subsection 6.12(a)(4)(A) an
                  "excess 415 amount" still exists, any Deferral Contributions
                  that have not been matched shall be reduced to the extent
                  necessary to reduce the "excess 415 amount".

                  (C) If after application of Subsection 6.12(a)(4)(B) an
                  "excess 415 amount" still exists, any Deferral Contributions
                  that have been matched and the Matching Employer Contributions
                  attributable thereto shall be reduced to the extent necessary
                  to reduce the "excess 415 amount".

                  (D) If after the application of Subsection 6.12(a)(4)(C) an
                  "excess 415 amount" still exists, any Nonelective Employer
                  Contributions shall be reduced to the extent necessary to
                  reduce the "excess 415 amount".

                  (E) If after the application of Subsection 6.12(a)(4)(D) an
                  "excess 415 amount" still exists, any Qualified Nonelective
                  Employer Contributions shall be reduced to the extent
                  necessary to reduce the "excess 415 amount".

                  Employee Contributions and Deferral Contributions that are
            reduced as provided above shall be returned to the Participant. Any
            income allocable to returned Employee Contributions or Deferral
            Contributions shall also be returned or shall be treated as
            additional "annual

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            additions" for the Limitation Year in which the excess contributions
            to which they are allocable were made.

                  If Matching Employer, Nonelective Employer, or Qualified
            Nonelective Employer Contributions to a Participant's Account are
            reduced as an "excess 415 amount", as provided above, and the
            individual is still an Active Participant at the end of the
            Limitation Year, then such "excess 415 amount" shall be reapplied to
            reduce future Employer contributions under the Plan for the next
            Limitation Year (and for each succeeding Limitation Year, as
            necessary) for such Participant, so that in each such Limitation
            Year the sum of the actual Employer contributions made on behalf of
            such Participant plus the reapplied amount shall equal the amount of
            Employer contributions which would otherwise be made to such
            Participant's Account. If the individual is not an Active
            Participant at the end of a Limitation Year, then such "excess 415
            amount" shall be held unallocated in a suspense account. The
            suspense account shall be applied to reduce future Employer
            contributions for all remaining Active Participants in the next
            Limitation Year and each succeeding Limitation Year if necessary.

                  If a suspense account is in existence at any time during the
            Limitation Year pursuant to this Subsection 6.12(a)(4), it shall
            participate in the allocation of the Trust Fund's investment gains
            and losses. All amounts in the suspense account must be allocated to
            the Accounts of Active Participants before any Employer contribution
            may be made for the Limitation Year.

                  Except as otherwise specifically provided in this Subsection
            6.12, "excess 415 amounts" may not be distributed to Participants.

     (b) Employer Maintains Multiple Defined Contribution Type Plans: Unless the
     Employer specifies another method for limiting "annual additions" in the
     415 Correction Addendum to the Adoption Agreement, if the "415 employer"
     maintains any other qualified defined contribution plan or any "welfare
     benefit fund", "individual medical benefit account", or "simplified
     employee pension" in addition to the Plan, the provisions of this
     Subsection 6.12(b) shall apply.

            (1) If a Participant is covered under any other qualified defined
            contribution plan or any "welfare benefit fund", "individual medical
            benefit account", or "simplified employee pension" maintained by the
            "415 employer", that provides an "annual addition", the amount of
            "annual additions" to the Participant's Account for a Limitation
            Year shall not exceed the lesser of

                  (A) the "maximum permissible amount", reduced by the sum of
                  any "annual additions" to the Participant's accounts for the
                  same Limitation Year under such other qualified defined
                  contribution plans and "welfare benefit funds", "individual
                  medical benefit accounts", and "simplified employee pensions",
                  or

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                  (B) any other limitation contained in the Plan.

                  If the "annual additions" with respect to a Participant under
            other qualified defined contribution plans, "welfare benefit funds",
            "individual medical benefit accounts", and "simplified employee
            pensions" maintained by the "415 employer" are less than the
            "maximum permissible amount" and a contribution that would otherwise
            be contributed or allocated to the Participant's Account under the
            Plan would cause the "annual additions" for the Limitation Year to
            exceed the "maximum permissible amount", the amount to be
            contributed or allocated shall be reduced so that the "annual
            additions" for the Limitation Year shall equal the "maximum
            permissible amount". If the "annual additions" with respect to the
            Participant under such other qualified defined contribution plans,
            "welfare benefit funds", "individual medical benefit accounts", and
            "simplified employee pensions" in the aggregate are equal to or
            greater than the "maximum permissible amount", no amount shall be
            contributed or allocated to the Participant's Account under the Plan
            for the Limitation Year.

            (2) Prior to the determination of a Participant's actual
            Compensation for the Limitation Year, the amounts referred to in
            Subsection 6.12(b)(1)(A) above may be determined on the basis of a
            reasonable estimation of the Participant's Compensation for such
            Limitation Year, uniformly determined for all Participants similarly
            situated. Any Employer contribution based on estimated annual
            Compensation shall be reduced by any "excess 415 amounts" carried
            over from prior Limitation Years.

            (3) As soon as is administratively feasible after the end of the
            Limitation Year, the amounts referred to in Subsection 6.12(b)(1)(A)
            shall be determined on the basis of the Participant's actual
            Compensation for such Limitation Year.

            (4) Notwithstanding the provisions of any other plan maintained by a
            "415 employer", if there is an "excess 415 amount" with respect to a
            Participant for a Limitation Year as a result of estimation of the
            Participant's Compensation for the Limitation Year, the allocation
            of forfeitures to the Participant's account under any qualified
            defined contribution plan maintained by the "415 employer", or a
            reasonable error in determining the amount of Deferral Contributions
            that may be made on behalf of the Participant to the Plan or any
            other qualified defined contribution plan maintained by the "415
            employer" under the limits of this Subsection 6.12(b), such "excess
            415 amount" shall be deemed to consist first of the "annual
            additions" allocated to this Plan and shall be reduced as provided
            in Subsection 6.12(a)(4); provided, however, that if the "415
            employer" maintains both a profit sharing plan and a money purchase
            pension plan under this Basic Plan Document, "annual additions" to
            the money purchase pension plan shall be reduced only after all
            "annual additions" to the profit sharing plan have been reduced.

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     (c) Employer Maintains or Maintained Defined Benefit Plan: For Limitation
     Years beginning prior to January 1, 2000, if the "415 employer" maintains,
     or at any time maintained, a qualified defined benefit plan, the sum of any
     Participant's "defined benefit plan fraction and "defined contribution plan
     fraction" shall not exceed the combined plan limitation of 1.00 in any such
     Limitation Year. The combined plan limitation shall be met by reducing
     "annual additions" under the Plan, unless otherwise provided in the
     qualified defined benefit plan.

     (d) Adjustment to Compensation: Compensation for purposes of this Section
     6.12 shall include amounts that are not includable in the gross income of
     the Participant under a salary reduction agreement by reason of the
     application of Code Section 125, 132(f)(4), 402(e)(3), 402(h), or 403(b).


ARTICLE 7. PARTICIPANTS' ACCOUNTS.

7.01. INDIVIDUAL ACCOUNTS. The Administrator shall establish and maintain an
Account for each Participant that shall reflect Employer and Employee
contributions made on behalf of the Participant and earnings, expenses, gains
and losses attributable thereto, and investments made with amounts in the
Participant's Account. The Administrator shall establish and maintain such other
accounts and records as it decides in its discretion to be reasonably required
or appropriate in order to discharge its duties under the Plan. The
Administrator shall notify the Trustee of all Accounts established and
maintained under the Plan.

7.02. VALUATION OF ACCOUNTS. Participant Accounts shall be valued at their fair
market value at least annually as of a date specified by the Administrator in
accordance with a method consistently followed and uniformly applied, and on
such date earnings, expenses, gains and losses on investments made with amounts
in each Participant's Account shall be allocated to such Account. Participants
shall be furnished statements of their Account values at least once each Plan
Year.


ARTICLE 8. INVESTMENT OF CONTRIBUTIONS.

8.01. MANNER OF INVESTMENT. All contributions made to the Accounts of
Participants shall be held for investment by the Trustee. Except as otherwise
specifically provided in Section 20.10, the Accounts of Participants shall be
invested and reinvested only in Permissible Investments selected by the Employer
and designated in the Service Agreement.

8.02. INVESTMENT DECISIONS. Investments shall be directed by the Employer or by
each Participant or both, in accordance with the Employer's election in
Subsection 1.23 of the Adoption Agreement. Pursuant to Section 20.04, the
Trustee shall have no discretion or authority with respect to the investment of
the Trust Fund.

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     (a) With respect to those Participant Accounts for which Employer
     investment direction is elected, the Employer (in its capacity as a named
     fiduciary under ERISA) has the right to direct the Trustee in writing with
     respect to the investment and reinvestment of assets comprising the Trust
     Fund in the Permissible Investments designated in the Service Agreement.

     (b) With respect to those Participant Accounts for which Participant
     investment direction is elected, each Participant shall direct the
     investment of his Account among the Permissible Investments designated in
     the Service Agreement. The Participant shall file initial investment
     instructions with the Administrator, on such form as the Administrator may
     provide, selecting the Permissible Investments in which amounts credited to
     his Account shall be invested.

          (1) Except as provided in this Section 8.02, only authorized Plan
          contacts and the Participant shall have access to a Participant's
          Account. While any balance remains in the Account of a Participant
          after his death, the Beneficiary of the Participant shall make
          decisions as to the investment of the Account as though the
          Beneficiary were the Participant. To the extent required by a
          qualified domestic relations order as defined in Code Section 414 (p),
          an alternate payee shall make investment decisions with respect to any
          segregated account established in the name of the alternate payee as
          provided in Section 18.04.

          (2) If the Trustee receives any contribution under the Plan as to
          which investment instructions have not been provided, the Trustee
          shall promptly notify the Administrator and the Administrator shall
          take steps to elicit instructions from the Participant. The Trustee
          shall credit any such contribution to the Participant's Account and
          such amount shall be invested in the Permissible Investment selected
          by the Employer for such purposes or, absent Employer selection, in
          the most conservative Permissible Investment designated in the Service
          Agreement, until investment instructions have been received by the
          Trustee.

          If the Employer elects to allow Participants to direct the investment
     of their Account in Subsection 1.23(b) or (c) of the Adoption Agreement,
     the Plan is intended to constitute a plan described in ERISA Section 404(c)
     and regulations issued thereunder. The fiduciaries of the Plan shall be
     relieved of liability for any losses that are the direct and necessary
     result of investment instructions given by the Participant, his
     Beneficiary, or an alternate payee under a qualified domestic relations
     order. The Employer shall not be relieved of fiduciary responsibility for
     the selection and monitoring of the Permissible Investments under the Plan.

     (c) All dividends, interest, gains and distributions of any nature received
     in respect of Fund Shares shall be reinvested in additional shares of that
     Permissible Investment.

     (d) Expenses attributable to the acquisition of investments shall be
     charged to the Account of the Participant for which such investment is
     made.


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8.03. PARTICIPANT DIRECTIONS TO TRUSTEE. The method and frequency for change of
investments shall be determined under (a) the rules applicable to the
Permissible Investments selected by the Employer and designated in the Service
Agreement and (b) any additional rules of the Employer limiting the frequency of
investment changes, which are included in a separate written administrative
procedure adopted by the Employer and accepted by the Trustee. The Trustee shall
have no duty to inquire into the investment decisions of a Participant or to
advise him regarding the purchase, retention, or sale of assets credited to his
Account.


ARTICLE 9. PARTICIPANT LOANS.

9.01. SPECIAL DEFINITIONS. For purposes of this Article, the following special
definitions shall apply:

     (a) A "PARTICIPANT" is any Participant or Beneficiary, including an
     alternate payee under a qualified domestic relations order, as defined in
     Code Section 414(p), who is a party-in-interest (as determined under ERISA
     Section 3(14)) with respect to the Plan.

     (b) An "OWNER-EMPLOYEE" is, if the Employer is a sole proprietorship for
     Federal income tax purposes (regardless of its characterization under state
     law), the individual who is the sole proprietor or sole member, as
     applicable; if the Employer is a partnership for Federal income tax
     purposes (regardless of its characterization under state law), a partner or
     member, as applicable, who owns more than 10 percent of either the capital
     interest or the profits interest of the partnership.

     (c) A "SHAREHOLDER-EMPLOYEE" is an employee or officer of an electing small
     business (Subchapter 5) corporation who owns (or is considered as owning
     within the meaning of Code Section 318(a)(1)), on any day during the
     taxable year of such corporation, more than five percent of the outstanding
     stock of the corporation.

9.02. PARTICIPANT LOANS. If so provided by the Employer in Section 1.17 of the
Adoption Agreement, the Administrator shall allow "participants" to apply for a
loan from their Accounts under the Plan, subject to the provisions of this
Article 9.

9.03. SEPARATE LOAN PROCEDURES. All Plan loans shall be made and administered in
accordance with separate loan procedures that are hereby incorporated into the
Plan by reference.

9.04. AVAILABILITY OF LOANS. Loans shall be made available to all "participants"
on a reasonably equivalent basis. Notwithstanding the preceding sentence, no
loans shall be made to (a) an Eligible Employee who makes a Rollover
Contribution in accordance with Section 5.06, but who has not satisfied the
requirements of Section 4.01 to become an Active Participant or (b) a
"shareholder-employee" or "owner-employee".


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     Loans shall not be made available to "participants" who are Highly
Compensated Employees in an amount greater than the amount made available to
other "participants".

9.05. LIMITATION ON LOAN AMOUNT. No loan to any "participant" shall 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 plan loans during the
one-year period ending on the day before the loan is made over the outstanding
balance of plan loans on the date the loan is made, or (b) one-half the present
value of the "participant's" vested interest in his Account. For purposes of the
above limitation, plan loans include all loans from all plans maintained by the
Employer and any Related Employer.

9.06. INTEREST RATE. All loans shall bear a reasonable rate of interest as
determined by the Administrator based on the prevailing interest rates charged
by persons in the business of lending money for loans which would be made under
similar circumstances. The determination of a reasonable rate of interest must
be based on appropriate regional factors unless the Plan is administered on a
national basis in which case the Administrator may establish a uniform
reasonable rate of interest applicable to all regions.

9.07. LEVEL AMORTIZATION. All loans shall by their terms require that repayment
(principal and interest) be amortized in level payments, not less than
quarterly, over a period not extending beyond five years from the date of the
loan unless such loan is for the purchase of a "participant's" primary
residence. Notwithstanding the foregoing, the amortization requirement may be
waived for a period not exceeding one year during which a "participant" is on a
leave of absence from employment with the Employer and any Related Employer
either without pay or at a rate of pay which, after withholding for employment
and income taxes, is less than the amount of the installment payments required
under the terms of the loan. Installment payments must resume after such leave
of absence ends or, if earlier, after the first year of such leave of absence,
in an amount that is not less than the amount of the installment payments
required under the terms of the original loan. No waiver of the amortization
requirements shall extend the period of the loan beyond five years from the date
of the loan, unless the loan is for purchase of the "participant's" primary
residence.

9.08. SECURITY. Loans must be secured by the "participant's" vested interest in
his Account not to exceed 50 percent of such vested interest. If the provisions
of Section 14.04 apply to a Participant, a Participant must obtain the consent
of his or her spouse, if any, to use his vested interest in his 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.

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9.09. TRANSFER AND DISTRIBUTION OF LOAN AMOUNTS FROM PERMISSIBLE INVESTMENTS.
The Employer shall confirm the order in which the Permissible Investments shall
be liquidated in order that the loan amount can be transferred and distributed.

9.10. DEFAULT. The Administrator shall treat a loan in default if

     (a) any scheduled repayment remains unpaid at the end of the period
     specified in the separate loan procedures (unless payment is not made due
     to a waiver of the amortization schedule for a "participant" who is on a
     leave of absence, as described in Section 9.07), or

     (b) there is an outstanding principal balance existing on a loan after the
     last scheduled repayment date.

     Upon default, the entire outstanding principal and accrued interest shall
be immediately due and payable. If a distributable event (as defined by the
Code) has occurred, the Administrator shall direct the Trustee to foreclose on
the promissory note and offset the "participant's" vested interest in his
Account by the outstanding balance of the loan. If a distributable event has not
occurred, the Administrator shall direct the Trustee to foreclose on the
promissory note and offset the "participant's" vested interest in his Account as
soon as a distributable event occurs. The Trustee shall have no obligation to
foreclose on the promissory note and offset the outstanding balance of the loan
except as directed by the Administrator.

9.11. EFFECT OF TERMINATION WHERE PARTICIPANT HAS OUTSTANDING LOAN BALANCE. If a
Participant has an outstanding loan balance at the time his employment
terminates, the entire outstanding principal and accrued interest shall be
immediately due and payable. Any outstanding loan amounts that are immediately
due and payable hereunder shall be treated in accordance with the provisions of
Sections 9.10 and 9.12 as if the Participant had defaulted on the outstanding
loan.

9.12. DEEMED DISTRIBUTIONS UNDER CODE SECTION 72(p). Notwithstanding the
provisions of Section 9.10, if a "participant's" loan is in default, the
"participant" shall be treated as having received a taxable "deemed
distribution" for purposes of Code Section 72(p), whether or not a
distributable event has occurred. The amount of a loan that is a deemed
distribution ceases to be an outstanding loan for purposes of Code Section 72,
except as otherwise specifically provided herein, and a Participant shall not be
treated as having received a taxable distribution when the Participant's Account
is offset by the outstanding balance of the loan amount as provided in Section
9.10. In addition, interest that accrues on a loan after it is deemed
distributed shall not be treated as an additional loan to the Participant and
shall not be included in the income of the Participant as a deemed distribution.
Notwithstanding the foregoing, unless a Participant repays a loan that has been
deemed distributed, with interest thereon, the amount of such loan, with
interest, shall be considered an outstanding loan under Code Section 72(p) for
purposes of determining the applicable limitation on subsequent loans under
Section 9.05.


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     If a Participant makes payments on a loan that has been deemed distributed,
payments made on the loan after the date it was deemed distributed shall be
treated as Employee Contributions to the Plan for purposes of increasing the
Participant's tax basis in his Account, but shall not be treated as Employee
Contributions for any other purpose under the Plan, including application of the
"ACP" test described in Section 6.06 and application of the Code Section 415
limitations described in Section 6.12.

     The provisions of this Section 9.12 regarding treatment of loans that are
deemed distributed shall be effective as of

     (a) the Effective Date, if the Plan is a new plan or is an amendment and
     restatement of a plan that administered loans in accordance with the
     provisions of Q & A 19 and 20 of Section 1.72(p)-1 of the Proposed Treasury
     Regulations immediately prior to the Effective Date or

     (b) as of the January 1 coinciding with or immediately following the
     Effective Date, in any other case.

Any loan that was deemed distributed prior to the date the provisions of this
Section 9.12 are effective shall be administered in accordance with the
provisions of this Section 9.12 to the extent such administration is consistent
with the transition rules in Q & A 21(c)(2) of Section 1.72(p)-1 of the Proposed
Treasury Regulations.

9.13. DETERMINATION OF ACCOUNT VALUE UPON DISTRIBUTION WHERE PLAN LOAN IS
OUTSTANDING. Notwithstanding any other provision of the Plan, the portion of a
"participant's" vested interest in his Account that is held by the Plan as
security for a loan outstanding to the "participant" in accordance with the
provisions of this Article shall reduce the amount of the Account payable at the
time of death or distribution, but only if the reduction is used as repayment of
the loan. If less than 100 percent of a "participant's" vested interest in his
Account (determined without regard to the preceding sentence) is payable to the
"participant's" surviving spouse or other Beneficiary, then the Account shall be
adjusted by first reducing the "participant's" vested interest in his Account by
the amount of the security used as repayment of the loan, and then determining
the benefit payable to the surviving spouse or other Beneficiary.


ARTICLE 10. IN-SERVICE WITHDRAWALS.

10.01. AVAILABILITY OF IN-SERVICE WITHDRAWALS. Except as otherwise permitted
under Section 11.02 with respect to Participants who continue in employment past
Normal Retirement Age, or as required under Section 12.04 with respect to
Participants who continue in employment past their Required Beginning Date, a
Participant shall not be permitted to make a withdrawal from his Account under
the Plan prior to retirement or termination of employment with the Employer and
all Related Employers, if any, except as provided in this Article.


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10.02. WITHDRAWAL OF EMPLOYEE CONTRIBUTIONS. A Participant may elect to
withdraw, in cash, up to 100 percent of the amount then credited to his Employee
Contributions Account. Such withdrawals may be made at any time, unless the
Employer elects in Subsection 1.18(c)(1)(A) of the Adoption Agreement to limit
the frequency of such withdrawals.

10.03. WITHDRAWAL OF ROLLOVER CONTRIBUTIONS. A Participant may elect to
withdraw, in cash, up to 100 percent of the amount then credited to his Rollover
Contributions Account. Such withdrawals may be made at any time.

10.04. AGE 59 1/2 WITHDRAWALS. If so provided by the Employer in Subsection
1.18(b) or the Protected In-Service Withdrawals Addendum to the Adoption
Agreement, a Participant who continues in employment as an Employee and who has
attained the age of 59 1/2 is permitted to withdraw upon request all or any
portion of the Accounts specified by the Employer in Subsection 1.18(b) or the
Protected In-Service Withdrawals Addendum to the Adoption Agreement, as
applicable.

10.05. HARDSHIP WITHDRAWALS. If so provided by the Employer in Subsection
1.18(a) of the Adoption Agreement, a Participant who continues in employment as
an Employee may apply to the Administrator for a hardship withdrawal of all or
any portion of his Deferral Contributions Account (excluding any earnings
thereon accrued after the later of December 31, 1988 or the last day of the last
Plan Year ending before July 1, 1989) and, if so provided by the Employer in
Subsection 1.18(d)(2), such other Accounts as maybe specified in Subsection (c)
of the Protected In-Service Withdrawals Addendum to the Adoption Agreement. The
minimum amount that a Participant may withdraw because of hardship is $500.

     For purposes of this Section 10.05, a withdrawal is made on account of
hardship if made on account of an immediate and heavy financial need of the
Participant where such Participant lacks other available resources.
Determinations with respect to hardship shall be made by the Administrator and
shall be conclusive for purposes of the Plan, and shall be based on the
following special rules:

     (a) The following are the only financial needs considered immediate and
heavy:

          (1) expenses incurred or necessary for medical care (within the
          meaning of Code Section 213(d)) of the Participant, the Participant's
          spouse, children, or dependents;

          (2) the purchase (excluding mortgage payments) of a principal
          residence for the Participant;

          (3) payment of tuition, related educational fees, and room and board
          for the next 12 months of post-secondary education for the
          Participant, the Participant's spouse, children or dependents;

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          (4) the need to prevent the eviction of the Participant from, or a
          foreclosure on the mortgage of, the Participant's principal residence;
          or

          (5) any other financial need determined to be immediate and heavy
          under rules and regulations issued by the Secretary of the Treasury or
          his delegate.

     (b) A distribution shall be considered as necessary to satisfy an immediate
     and heavy financial need of the Participant only if:

          (1) The Participant has obtained all distributions, other than the
          hardship withdrawal, and all nontaxable (at the time of the loan)
          loans currently available under all plans maintained by the Employer
          or any Related Employer;

          (2) The Participant suspends Deferral Contributions and Employee
          Contributions to the Plan for the 12-month period following the date
          of his hardship withdrawal. The suspension must also apply to all
          elective contributions and employee contributions to all other
          qualified plans and non-qualified plans maintained by the Employer or
          any Related Employer, other than any mandatory employee contribution
          portion of a defined benefit plan, including stock option, stock
          purchase, and other similar plans, but not including health and
          welfare benefit plans (other than the cash or deferred arrangement
          portion of a cafeteria plan);

          (3) The withdrawal amount 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

          (4) The Participant agrees to limit Deferral Contributions (and
          "elective deferrals", as defined in Subsection 6.01(i)) to the Plan
          and any other qualified plan maintained by the Employer or a Related
          Employer for the calendar year immediately following the calendar year
          in which the Participant received the hardship withdrawal to the
          applicable limit under Code Section 402(g) for such calendar year less
          the amount of the Participant's Deferral Contributions (and "elective
          deferrals") for the calendar year in which the Participant received
          the hardship withdrawal.

10.06. PRESERVATION OF PRIOR PLAN IN-SERVICE WITHDRAWAL RULES. As indicated by
the Employer in Subsection 1.18(d) of the Adoption Agreement, to the extent
required under Code Section 411(d)(6), in-service withdrawals that were
available under a prior plan shall be available under the Plan.

     (a) If the Plan is a profit sharing plan, the following provisions shall
     apply to preserve prior in-service withdrawal provisions.

          (1) If the Plan is an amendment and restatement of a prior plan or is
          a transferee plan of a prior plan that provided for in-service
          withdrawals from a Participant's Matching Employer and/or Nonelective
          Employer


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          Contributions Accounts of amounts that have been held in such Accounts
          for a specified period of time, a Participant shall be entitled to
          withdraw at any time prior to his termination of employment, subject
          to any restrictions applicable under the prior plan that the Employer
          elects in Subsection 1.18(d)(1)(A)(i) of the Adoption Agreement to
          continue under the Plan as amended and restated hereunder (other than
          any mandatory suspension of contributions restriction), any vested
          amounts held in such Accounts for the period of time specified by the
          Employer in Subsection 1.18(d)(1)(A) of the Adoption Agreement.

          (2) If the Plan is an amendment and restatement of a prior plan or is
          a transferee plan of a prior plan that provided for in-service
          withdrawals from a Participant's Matching Employer and/or Nonelective
          Employer Contributions Accounts by Participants with at least 60
          months of participation, a Participant with at least 60 months of
          participation shall be entitled to withdraw at any time prior to his
          termination of employment, subject to any restrictions applicable
          under the prior plan that the Employer elects in Subsection
          1.18(d)(1)(B)(i) of the Adoption Agreement to continue under the Plan
          as amended and restated hereunder (other than any mandatory suspension
          of contributions restriction), any vested amounts held in such
          Accounts.

          (3) If the Plan is an amendment and restatement of a prior plan or is
          a transferee plan of a prior plan that provided for in-service
          withdrawals from a Participant's Matching Employer and/or Nonelective
          Employer Contributions Accounts under any other circumstances, a
          Participant who has met any applicable requirements, as set forth in
          the Protected In-Service Withdrawals Addendum to the Adoption
          Agreement, shall be entitled to withdraw at any time prior to his
          termination of employment any vested amounts held in such Accounts,
          subject to any restrictions applicable under the prior plan that the
          Employer elects to continue under the Plan as amended and restated
          hereunder, as set forth in the Protected In-Service Withdrawal
          Addendum to the Adoption Agreement.

     (b) If the Plan is a money purchase pension plan that is an amendment and
     restatement of a prior profit sharing plan or is a transferee plan of a
     prior profit sharing plan that provided for in-service withdrawals from any
     portion of a Participant's Account other than his Employee Contributions
     and/or Rollover Contributions Accounts, a Participant who has met any
     applicable requirements, as set forth in the Protected in-Service
     Withdrawals Addendum to the Adoption Agreement, shall be entitled to
     withdraw at any time prior to his termination of employment his vested
     interest in amounts attributable to such prior profit sharing accounts,
     subject to any restrictions applicable under the prior plan that the
     Employer elects to continue under the Plan as amended and restated
     hereunder (other than any mandatory suspension of contributions
     restriction), as set forth in the Protected In-Service Withdrawal Addendum
     to the Adoption Agreement.


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10.07. RESTRICTIONS ON IN-SERVICE WITHDRAWALS. The following restrictions apply
to any in-service withdrawal made from a Participant's Account under this
Article:

     (a) If the provisions of Section 14.04 apply to a Participant's Account,
     the Participant must obtain the consent of his spouse, if any, to obtain an
     in-service withdrawal.

     (b) In-service withdrawals shall be made in a lump sum payment, except that
     if the provisions of Section 14.04 apply to a Participant's Account, the
     Participant may receive the in-service withdrawal in the form of a
     "qualified joint and survivor annuity", as defined in Subsection 14.01(a).

     (c) Notwithstanding any other provision of the Plan to the contrary other
     than the provisions of Section 11.02, a Participant shall not be permitted
     to make an in-service withdrawal from his Account of amounts attributable
     to contributions made to a money purchase pension plan, except employee
     and/or rollover contributions that were held in a separate account(s) under
     such plan.

10.08. DISTRIBUTION OF WITHDRAWAL AMOUNTS. The Employer shall confirm the order
in which the Permissible Investments shall be liquidated in order that the
withdrawal amount can be distributed.


ARTICLE 11. RIGHT TO BENEFITS.

11.01. NORMAL OR EARLY RETIREMENT. Each Participant who continues in employment
as an Employee until his Normal Retirement Age or, if so provided by the
Employer in Subsection 1.13(b) of the Adoption Agreement, Early Retirement Age,
shall have a vested interest in his Account of 100 percent regardless of any
vesting schedule elected in Section 1.15 of the Adoption Agreement. If a
Participant retires upon the attainment of Normal or Early Retirement Age, such
retirement is referred to as a normal retirement.

11.02. LATE RETIREMENT. If a Participant continues in employment as an Employee
after his Normal Retirement Age, he shall continue to have a 100 percent vested
interest in his Account and shall continue to participate in the Plan until the
date he establishes with the Employer for his late retirement. Until he retires,
he has a continuing election to receive all or any portion of his Account.

11.03. DISABILITY RETIREMENT. If so provided by the Employer in Subsection
1.13(c) of the Adoption Agreement, a Participant who becomes disabled while
employed as an Employee shall have a 100 percent vested interest in his Account
regardless of any vesting schedule elected in Section 1.15 of the Adoption
Agreement. An Employee is considered disabled if he satisfies any of the
requirements for disability retirement selected by the Employer in Section 1.14
of the Adoption Agreement and terminates his employment with the Employer. Such
termination of employment is referred to as a disability retirement.
Determinations with respect to disability shall be made by the Administrator.


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11.04. DEATH. If a Participant who is employed as an Employee dies, his Account
shall become 100 percent vested and his designated Beneficiary shall be entitled
to receive the balance of his Account, plus any amounts thereafter credited to
his Account. If a Participant whose employment as an Employee has terminated
dies, his designated Beneficiary shall be entitled to receive the Participant's
vested interest in his Account.

     A copy of the death notice or other sufficient documentation must be filed
with and approved by the Administrator. If upon the death of the Participant
there is, in the opinion of the Administrator, no designated Beneficiary for
part or all of the Participant's Account, such amount shall be paid to his
surviving spouse or, if none, to his estate (such spouse or estate shall be
deemed to be the Beneficiary for purposes of the Plan). If a Beneficiary dies
after benefits to such Beneficiary have commenced, but before they have been
completed, and, in the opinion of the Administrator, no person has been
designated to receive such remaining benefits, then such benefits shall be paid
in a lump sum to the deceased Beneficiary's estate.

     Subject to the requirements of Section 14.04, a Participant may designate a
Beneficiary, or change any prior designation of Beneficiary by giving notice to
the Administrator on a form designated by the Administrator. If more than one
person is designated as the Beneficiary, their respective interests shall be as
indicated on the designation form. In the case of a married Participant, the
Participant's spouse shall be deemed to be the designated Beneficiary unless the
Participant's spouse has consented to another designation in the manner
described in Section 14.06.

11.05. OTHER TERMINATION OF EMPLOYMENT. If a Participant terminates his
employment with the Employer and all Related Employers, if any, for any reason
other than death or normal, late, or disability retirement, he shall be entitled
to a termination benefit equal to the sum of (a) his vested interest in the
balance of his Matching Employer and/or Nonelective Employer Contributions
Account(s), other than the balance attributable to safe harbor Matching Employer
and/or safe harbor Nonelective Employer Contributions elected by the Employer in
Subsection 1.10(a)(3) or 1.11(a)(3) of the Adoption Agreement, such vested
interest to be determined in accordance with the vesting schedule(s) selected by
the Employer in Section 1.15 of the Adoption Agreement, and (b) the balance of
his Deferral, Employee, Qualified Nonelective Employer, Qualified Matching
Employer, and Rollover Contributions Accounts, and the balance of his Matching
Employer or Nonelective Employer Contributions Account that is attributable to
safe harbor Matching Employer and/or safe harbor Nonelective Employer
Contributions.

11.06. APPLICATION FOR DISTRIBUTION. Unless a Participant's Account is cashed
out as provided in Section 13.02, a Participant (or his Beneficiary, if the
Participant has died) who is entitled to a distribution hereunder must make
application, in a form acceptable to the Administrator, for a distribution from
his Account. No distribution shall be made hereunder without proper application
therefor, except as otherwise provided in Section 13.02.


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11.07. APPLICATION OF VESTING SCHEDULE FOLLOWING PARTIAL DISTRIBUTION. If a
distribution from a Participant's Matching Employer and/or Nonelective Employer
Contributions Account has been made to him at a time when he is less than 100
percent vested in such Account balance, the vesting schedule(s) in Section 1.15
of the Adoption Agreement shall thereafter apply only to the balance of his
Account attributable to Matching Employer and/or Nonelective Employer
Contributions allocated after such distribution. The balance of the Account from
which such distribution was made shall be transferred to a separate account
immediately following such distribution.

     At any relevant time prior to a forfeiture of any portion thereof under
Section 11.08, a Participant's vested interest in such separate account shall be
equal to P(AB + (RxD))-(RxD), where P is the Participant's vested interest at
the relevant time determined under Section 11.05; AB is the account balance of
the separate account at the relevant time; D is the amount of the distribution;
and R is the ratio of the account balance at the relevant time to the account
balance after distribution. Following a forfeiture of any portion of such
separate account under Section 11.08 below, any balance in the Participant's
separate account shall remain 100 percent vested.

11.08. FORFEITURES. If a Participant terminates his employment with the Employer
and all Related Employers before he is 100 percent vested in his Matching
Employer and/or Nonelective Employer Contributions Accounts, the non-vested
portion of his Account (including any amounts credited after his termination of
employment) shall be forfeited by him as follows:

     (a) If the Inactive Participant elects to receive distribution of his
     entire vested interest in his Account, the non-vested portion of his
     Account shall be forfeited upon the complete distribution of such vested
     interest, subject to the possibility of reinstatement as provided in
     Section 11.10. For purposes of this Subsection, if the value of an
     Employee's vested interest in his Account balance is zero, the Employee
     shall be deemed to have received a distribution of his vested interest
     immediately following termination of employment.

     (b) If the Inactive Participant elects not to receive distribution of his
     vested interest in his Account following his termination of employment, the
     non-vested portion of his Account shall be forfeited after the Participant
     has incurred five consecutive Breaks in Vesting Service.

     No forfeitures shall occur solely as a result of a Participant's withdrawal
of Employee Contributions.

     11.09. APPLICATION OF FORFEITURES. Any forfeitures occurring during a Plan
Year shall be applied to reduce the contributions of the Employer, unless the
Employer has elected in Subsection 1.15(d)(3) of the Adoption Agreement that
such remaining forfeitures shall be allocated among the Accounts of Active
Participants who are eligible to receive allocations of Nonelective Employer
Contributions for the Plan Year in which the forfeiture occurs. Forfeitures that


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are allocated among the Accounts of eligible Active Participants shall be
allocated in the same manner as Nonelective Employer Contributions. If the plan
is a money purchase pension plan or the Employer has elected a fixed Nonelective
Employer Contribution rate rather than a discretionary rate, forfeitures shall
incrementally increase the amount allocated to the Accounts of eligible Active
Participants. Notwithstanding any other provision of the Plan to the contrary,
forfeitures may first be used to pay administrative expenses under the Plan, as
directed by the Employer. To the extent that forfeitures are not used to reduce
administrative expenses under the Plan, as directed by the Employer, forfeitures
will be applied in accordance with this Section 11.09.

     Pending application, forfeitures shall be held in the Permissible
Investment selected by the Employer for such purpose or, absent Employer
selection, in the most conservative Permissible Investment designated by the
Employer in the Service Agreement.

     Notwithstanding any other provision of the Plan to the contrary, in no
event may forfeitures be used to reduce the Employer's obligation to remit to
the Trust (or other appropriate Plan funding vehicle) loan repayments made
pursuant to Article 9, Deferral Contributions or Employee Contributions.

11.10. REINSTATEMENT OF FORFEITURES. If a Participant forfeits any portion of
his Account under Subsection 11.08(a) because of distribution of his complete
vested interest in his Account, but again becomes an Employee, then the amount
so forfeited, without any adjustment for the earnings, expenses, losses, or
gains of the assets credited to his Account since the date forfeited, shall be
recredited to his Account (or to a separate account as described in Section
11.07, if applicable) if he meets all of the following requirements:

     (a) he again becomes an Employee before the date he incurs five-consecutive
     Breaks in Vesting Service following the date complete distribution of his
     vested interest was made to him; and

     (b) he repays to the Plan the amount previously distributed to him, without
     interest, within five years of his Reemployment Date. If an Employee is
     deemed to have received distribution of his complete vested interest as
     provided in Section 11.08, the Employee shall be deemed to have repaid such
     distribution on his Reemployment Date.

     Upon such an actual or deemed repayment, the provisions of the Plan
(including Section 11.07) shall thereafter apply as if no forfeiture had
occurred. The amount to be recredited pursuant to this paragraph shall be
derived first from the forfeitures, if any, which as of the date of recrediting
have yet to be applied as provided in Section 11.09 and, to the extent such
forfeitures are insufficient, from a special contribution to be made by the
Employer.

11.11. ADJUSTMENT FOR INVESTMENT EXPERIENCE. If any distribution under this
Article 11 is not made in a single payment, the amount retained by the Trustee
after the distribution shall be subject to adjustment until distributed to
reflect the income and gain or loss on the investments in which such amount is


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invested and any expenses properly charged under the Plan and Trust to such
amounts.

ARTICLE 12. DISTRIBUTIONS.

12.01. RESTRICTIONS ON DISTRIBUTIONS. A Participant, or his Beneficiary, may not
receive a distribution from his Deferral Contributions, Qualified Nonelective
Employer Contributions, Qualified Matching Employer Contributions, safe harbor
Matching Employer Contributions or safe harbor Nonelective Employer
Contributions Accounts earlier than upon the Participant's separation from
service with the Employer and all Related Employers, death, or disability,
except as otherwise provided in Article 10, Section 11.02 or Section 12.04.
Notwithstanding the foregoing, amounts may also be distributed from such
Accounts, in the form of a lump sum only, upon

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

     (b) The disposition by a corporation to an unrelated corporation of
     substantially all of the assets (within the meaning of Code Section 409(d)
     (2)) used in a trade or business of such corporation if such corporation
     continues to maintain the Plan after the disposition, but only with respect
     to former 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 Code Section
     409(d)(3)) if such corporation continues to maintain this Plan, but only
     with respect to former Employees who continue employment with such
     subsidiary.

12.02. TIMING OF DISTRIBUTION FOLLOWING RETIREMENT OR TERMINATION OF EMPLOYMENT.
Except as otherwise elected by the Employer in Subsection 1.20(b) and provided
in the Postponed Distribution Addendum to the Adoption Agreement, the balance of
a Participant's vested interest in his Account shall be distributable upon his
termination of employment with the Employer and all Related Employers, if any,
because of death, normal, early, or disability retirement (as permitted under
the Plan), or other termination of employment. Notwithstanding the foregoing, a
Participant whose vested interest in his Account exceeds $5,000 as determined
under Section 13.02 (or such larger amount as may be specified in Code Section
417(e)(1)) may elect to postpone distribution of his Account until his Required
Beginning Date. A Participant who elects to postpone distribution has a
continuing election to receive such distribution prior to the date as of which
distribution is required, unless such Participant is reemployed as an Employee.

12.03. PARTICIPANT CONSENT TO DISTRIBUTION. If a Participant's vested interest
in his Account exceeds $5,000 as determined under Section 13.02 (or such larger
amount as may be specified in Code Section 417(e)(1)), no distribution shall
be made to the Participant before he reaches his Normal Retirement Age (or age
62,



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if later), unless the consent of the Participant has been obtained. Such consent
shall be made within the 90-day period ending on the Participant's Annuity
Starting Date.

     The consent of the Participant's spouse must also be obtained if the
Participant's Account is subject to the provisions of Section 14.04, unless the
distribution shall be made in the form of a "qualified joint and survivor
annuity" as defined in Section 14.01. A spouse's consent to early distribution,
if required, must satisfy the requirements of Section 14.06.

     Neither the consent of the Participant nor the Participant's spouse shall
be required to the extent that a distribution is required to satisfy Code
Section 401(a)(9) or Code Section 415. In addition, upon termination of the Plan
if it does not offer an annuity option (purchased from a commercial provider)
and if the Employer or any Related Employer does not maintain another defined
contribution plan (other than an employee stock ownership plan as defined in
Code Section 4975(e)(7)) the Participant's Account shall, without the
Participant's consent, be distributed to the Participant. However, if any
Related Employer maintains another defined contribution plan (other than an
employee stock ownership plan as defined in Code Section 4975(e)(7)) then the
Participant's Account shall be transferred, without the Participant's consent,
to the other plan if the Participant does not consent to an immediate
distribution.

12.04. REQUIRED COMMENCEMENT OF DISTRIBUTION TO PARTICIPANTS. In no event shall
distribution to a Participant commence later than the earlier of the dates
described in (a) and (b) below:

     (a) unless the Participant (and his spouse, if appropriate) elects
     otherwise, the 60th day after the close of the Plan Year in which occurs
     the latest of (i) the date on which the Participant attains Normal
     Retirement Age, or age 65, if earlier, (ii) the date on which the
     Participant's employment with the Employer and all Related Employers
     ceases, or (iii) the 10th anniversary of the year in which the Participant
     commenced participation in the Plan; and

     (b) the Participant's Required Beginning Date.

     Notwithstanding the provisions of Subsection 12.04(a) above, the failure of
a Participant (and the Participant's spouse, if applicable) to consent to a
distribution as required under Section 12.03, shall be deemed to be an election
to defer commencement of payment as provided in Subsection 12.04(a) above.

12.05. REQUIRED COMMENCEMENT OF DISTRIBUTION TO BENEFICIARIES. If a Participant
dies before his Annuity Starting Date, the Participant's Beneficiary shall
receive distribution of the Participant's vested interest in his Account in the
form provided under Article 13 or 14, as applicable, beginning as soon as
reasonably practicable following the date the Beneficiary's application for
distribution is filed with the Administrator. Unless distribution is to be made
over the life or over a period certain not greater than the life expectancy of
the Beneficiary, distribution of the Participant's entire vested interest shall



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be made to the Beneficiary no later than the end of the fifth calendar year
beginning after the Participant's death. If distribution is to be made over the
life or over a period certain no greater than the life expectancy of the
Beneficiary, distribution shall commence no later than:

(a)       If the Beneficiary is not the Participant's spouse, the end of the
          first calendar year beginning after the Participant's death; or

(b)       If the Beneficiary is the Participant's spouse, the later of (i) the
          end of the first calendar year beginning after the Participant's death
          or (ii) the end of the calendar year in which the Participant would
          have attained age 70 1/2.

     If distribution is to be made to a Participant's spouse, it shall be made
available within a reasonable period of time after the Participant's death that
is no less favorable than the period of time applicable to other distributions.
In the event such spouse dies prior to the date distribution commences, he shall
be treated for purposes of this Section 12.05 (other than Subsection 12.05(b)
above) as if he were the Participant. Any amount paid to a child of the
Participant shall 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.

     If the Participant has not designated a Beneficiary, or the Participant or
Beneficiary has not effectively selected a method of distribution, distribution
of the Participant's benefit shall be completed by the close of the calendar
year in which the fifth anniversary of the death of the Participant occurs.

     If a Participant dies on or after his Annuity Starting Date, but before his
entire vested interest in his Account is distributed, his Beneficiary shall
receive distribution of the remainder of the Participant's vested interest in
his Account beginning as soon as reasonably practicable following the
Participant's date of death in a form that provides for distribution at least as
rapidly as under the form in which the Participant was receiving distribution.

12.06. WHEREABOUTS OF PARTICIPANTS AND BENEFICIARIES. The Administrator shall at
all times be responsible for determining the whereabouts of each Participant or
Beneficiary who may be entitled to benefits under the Plan and shall at all
times be responsible for instructing the Trustee in writing as to the current
address of each such Participant or Beneficiary. The Trustee shall be entitled
to rely on the latest written statement received from the Administrator as to
such addresses. The Trustee shall be under no duty to make any distributions
under the Plan unless and until it has received written instructions from the
Administrator satisfactory to the Trustee containing the name and address of the
distributee, the time when the distribution is to occur, and the form which the
distribution shall take.

     Notwithstanding the foregoing, if the Trustee attempts to make a
distribution in accordance with the Administrator's instructions but is unable
to make such distribution because the whereabouts of the distributee is unknown,
the Trustee



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shall notify the Administrator of such situation and thereafter the Trustee
shall be under no duty to make any further distributions to such distributee
until it receives further written instructions from the Administrator.

     If the Administrator is unable after diligent attempts to locate a
Participant or Beneficiary who is entitled to a benefit under the Plan, the
benefit otherwise payable to such Participant or Beneficiary shall be forfeited
and applied as provided in Section 11.09. If a benefit is forfeited because the
Administrator determines that the Participant or Beneficiary cannot be found,
such benefit shall be reinstated by the Employer if a claim is filed by the
Participant or Beneficiary with the Administrator and the Administrator confirms
the claim to the Employer. Notwithstanding the above, forfeiture of a
Participant's or Beneficiary's benefit may occur only if a distribution could be
made to the Participant or Beneficiary without obtaining the Participant's or
Beneficiary's consent in accordance with the requirements of Section 1.411(a)-11
of the Treasury Regulations.

ARTICLE 13. FORM OF DISTRIBUTION.

13.01. NORMAL FORM OF DISTRIBUTION UNDER PROFIT SHARING PLAN. Unless the Plan is
a money purchase pension plan subject to the requirements of Article 14, or a
Participant's Account is otherwise subject to the requirements of Section 14.03
or 14.04, distributions to a Participant or to the Beneficiary of the
Participant shall be made in a lump sum in cash or, if elected by the
Participant (or the Participant's Beneficiary, if applicable) and provided by
the Employer in Section 1.19 of the Adoption Agreement, under a systematic
withdrawal plan (installments). A Participant (or the Participant's
Beneficiary, if applicable) who is receiving distribution under a systematic
withdrawal plan may elect to accelerate installment payments or to receive a
lump sum distribution of the remainder of his Account balance. Distribution may
also be made hereunder in any non-annuity form that is a protected benefit and
is provided by the Employer in Section 1.19(d) of the Adoption Agreement.

     Even if the Plan does not otherwise provide for distributions under a
systematic withdrawal plan, if a Participant elects to have his Required
Beginning Date determined under the provisions of Subsection 2.01(ss)(1)(ii) or
his Required Beginning Date occurs under the provisions of Subsection
2.01(ss)(2) while he is still employed by the Employer or a Related Employer on
or after his Required Beginning Date, the Participant may elect to receive
distributions during the period that he continues employment with the Employer
or a Related Employer made under a systematic withdrawal plan that provides the
minimum distributions required under Code Section 401(a)(9), as determined under
Section 13.03 of the Plan. Minimum required distributions to a Participant
described in the preceding sentence shall only continue to such Participant
through the calendar year in which the Participant retires or otherwise
terminates employment. Distributions for calendar years following the calendar
year in which the Participant retires shall be made in one of the forms of
payment otherwise available under the Plan, as provided in Section 1.19 and the
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     Distributions shall be made in cash, except that distributions may be made
in Fund Shares of marketable securities (as defined in Code Section 731(c)(2)),
other than Fund Shares of Employer Stock, at the election of the Participant,
pursuant to the qualifying rollover of such distribution to a Fidelity
Investments(R) individual retirement account. A distribution may be made in the
form of Fund Shares of Employer Stock or an in-kind distribution of Plan
investments that are not marketable securities only if and to the extent
provided in Section 1.19(d) of the Adoption Agreement; provided, however, that
notwithstanding any other provision of the Plan to the contrary, the right of a
Participant to receive a distribution in the form of Fund Shares of Employer
Stock or an in-kind distribution of Plan investments that are not marketable
securities applies only to that portion of the Participant's Account invested in
such form at the time of distribution.

13.02. CASH OUT OF SMALL ACCOUNTS. Notwithstanding any other provision of the
Plan to the contrary, if a Participant's vested interest in his Account is
$5,000 (or such larger amount as may be specified in Code Section 417(e)(1)) or
less, the Participant's vested interest in his Account shall be distributed in a
lump sum as soon as practicable following the Participant's termination of
employment because of retirement, disability, death or other termination of
employment. For purposes of this Section, until final Treasury Regulations are
issued to the contrary, if either (a) a Participant has commenced distribution
of his Account under a systematic withdrawal plan or (b) his Account is subject
to the provisions of Section 14.04 and the Participant's Annuity Starting Date
has occurred with respect to amounts currently held in his Account, the
Participant's vested interest in his Account shall be deemed to exceed $5,000
(or such larger amount as may be specified in Code Section 417(e)(1)) if the
Participant's vested interest in such amounts exceeded such dollar amount on the
Participant's Annuity Starting Date.

     Notwithstanding the provisions of this Section 13.02, the Employer may
determine not to cash out Participant Accounts in accordance with the foregoing
provisions, provided that such determination is uniform with respect to all
Participants and non-discriminatory.

13.03. MINIMUM DISTRIBUTIONS. This Section applies to distributions under a
systematic withdrawal plan that are made on or after a Participant's Required
Beginning Date or his date of death, if earlier. This Section shall be
interpreted and applied in accordance with the regulations under Code Section
401(a)(9), including the minimum distribution incidental benefit requirement of
Section 1.401(a)(9)-2 of the Proposed Treasury Regulations, or any successor
regulations of similar import.

     Distribution must be made in substantially equal annual, or more frequent,
installments, in cash, over a period certain which does not extend beyond the
life expectancy or joint life expectancies of the Participant and his
Beneficiary or, if the Participant dies prior to the commencement of
distributions from his Account, the life expectancy of the Participant's
Beneficiary. The amount to be distributed for each calendar year for which a
minimum distribution is required shall be at least an amount equal to the
quotient obtained by dividing the


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Participant's interest in his Account by the life expectancy of the Participant
or Beneficiary or the joint life and last survivor expectancy of the Participant
and his Beneficiary, whichever is applicable. The amount to be distributed for
each calendar year shall not be less than an amount equal to the quotient
obtained by dividing the Participant's interest in his Account by the lesser of
(a) the applicable life expectancy, or (b) if a Participant's Beneficiary is not
his spouse, the applicable divisor determined under Section 1.401(a)(9)-2, Q&A 4
of the Proposed Treasury Regulations, or any successor regulations of similar
import. Distributions after the death of the Participant shall be made using the
applicable life expectancy under (a) above, without regard to Section
1.401(a)(9)-2 of such regulations. For purposes of this Section 13.03, life
expectancy and joint life and last survivor expectancy shall be computed by use
of the expected return multiples in Table V and VI of Section 1.72-9 of the
Treasury Regulations.

     For purposes of this Section 13.03, the life expectancy of a Participant or
a Beneficiary who is the Participant's surviving spouse shall be recalculated
annually unless the Participant or the Participant's spouse irrevocably elects
otherwise prior to the time distributions are required to begin. If not
recalculated in accordance with the foregoing, life expectancy shall be
calculated using the attained age of the Participant or Beneficiary, whichever
is applicable, as of such individual's birth date in the first year for which a
minimum distribution is required reduced by one for each elapsed calendar year
since the date life expectancy was first calculated.

     If the Participant dies after distribution of his benefits has begun,
distributions to the Participant's Beneficiary shall be made at least as rapidly
as under the method of distribution being used as of the date of the
Participant's death.

     A Participant's interest in his Account for purposes of this Section 13.03
shall be determined as of the last valuation date in the calendar year
immediately preceding the calendar year for which a minimum distribution is
required, increased by the amount of any contributions allocated to, and
decreased by any distributions from, such Account after the valuation date. Any
distribution for the first year for which a minimum distribution is required
made after the close of such year shall be treated as if made prior to the close
of such year.

     The Administrator shall notify the Trustee in writing whenever a
distribution is necessary in order to comply with the minimum distribution rules
set forth in this Section 13.03.

13.04. DIRECT ROLLOVERS. Notwithstanding any other provision of the Plan to the
contrary, a "distributee" may elect, at the time and in the manner prescribed by
the Administrator, to have any portion or all of an "eligible rollover
distribution" paid directly to an "eligible retirement plan" specified by the
"distributee" in a direct rollover; provided, however, that this provision shall
not apply if the total "eligible rollover distribution" that the "distributee"
is reasonably expected to receive for the calendar year is less than $200 and
that a

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"distributee" may not elect a direct rollover with respect to a portion of an
"eligible rollover distribution" if such portion totals less than $500. For
purposes of this Section 13.04, the following definitions shall apply:

     (a) "Distributee" means a Participant , the Participant's surviving spouse,
     and the Participant's spouse or former spouse who is the alternate payee
     under a qualified domestic relations order, who is entitled to receive a
     distribution from the Participant's vested interest in his Account.

     (b) "Eligible retirement plan" means an individual retirement account
     described in Code Section 408(a), an individual retirement annuity
     described in Code Section 408(b), an annuity plan described in Code Section
     403(a), or a qualified trust described in Code Section 401(a), that accepts
     "eligible rollover distributions". However, in the case of an "eligible
     rollover distribution" to a surviving spouse, an "eligible retirement plan"
     means an individual retirement account or individual retirement annuity.

     (c) "Eligible rollover distribution" means 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 the following:

          (1) 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;

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

          (3) the portion of any distribution that is not includable in gross
          income (determined without regard to the exclusion for net unrealized
          appreciation with respect to employer securities)

          (4) any hardship withdrawal of Deferral Contributions made in
          accordance with the provisions of Section 10.05 or the Protected
          In-Service Withdrawals Addendum to the Adoption Agreement.

13.05. NOTICE REGARDING TIMING AND FORM OF DISTRIBUTION. Within the period
beginning 90 days before a Participant's Annuity Starting Date and ending 30
days before such date, the Administrator shall provide such Participant with
written notice containing a general description of the material features and an
explanation of the relative values of the forms of benefit available under the
Plan and informing the Participant of his right to defer receipt of the
distribution until his Required Beginning Date and his right to make a direct
rollover.

     Distribution may commence fewer than 30 days after such notice is given,
provided that:


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

     (b) the Participant, after receiving the notice, affirmatively elects a
     distribution, with his spouse's written consent, if necessary;

     (c) if the Participant's Account is subject to the requirements of Section
     14.04, the following additional requirements apply:

          (1) the Participant is permitted to revoke his affirmative
          distribution election at any time prior to the later of (A) his
          Annuity Starting Date or (B) the expiration of the seven-day period
          beginning the day after such notice is provided to him; and

          (2) distribution does not begin to such Participant until such
          revocation period ends.

13.06. DETERMINATION OF METHOD OF DISTRIBUTION. Subject to Section 13.02, the
Participant shall determine the method of distribution of benefits to himself
and may determine the method of distribution to his Beneficiary. Such
determination shall be made prior to the time benefits become payable under the
Plan. If the Participant does not determine the method of distribution to his
Beneficiary or if the Participant permits his Beneficiary to override his
determination, the Beneficiary, in the event of the Participant's death, shall
determine the method of distribution of benefits to himself as if he were the
Participant. A determination by the Beneficiary must be made no later than the
close of the calendar year in which distribution would be required to begin
under Section 12.05 or, if earlier, the close of the calendar year in which the
fifth anniversary of the death of the Participant occurs.

13.07. NOTICE TO TRUSTEE. The Administrator shall notify the Trustee in any
medium acceptable to the Trustee, which may be specified in the Service
Agreement, whenever any Participant or Beneficiary is entitled to receive
benefits under the Plan. The Administrator's notice shall indicate the form of
payment of benefits that such Participant or Beneficiary shall receive, (in the
case of distributions to a Participant) the name of any designated Beneficiary
or Beneficiaries, and such other information as the Trustee shall require.


ARTICLE 14. SUPERSEDING ANNUITY DISTRIBUTION PROVISIONS.

14.01. SPECIAL DEFINITIONS. For purposes of this Article, the following special
definitions shall apply:

     (a) "QUALIFIED JOINT AND SURVIVOR ANNUITY" means (1) if the Participant is
     not married on his Annuity Starting Date, an immediate annuity payable for
     the life of the Participant or (2) if the Participant is married on his
     Annuity Starting Date, an immediate annuity for the life of the Participant


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     with a survivor annuity for the life of the Participant's spouse (to whom
     the Participant was married on the Annuity Starting Date) which is equal to
     at least 50 percent of the amount of the annuity which is payable during
     the joint lives of the Participant and such spouse, provided that the
     survivor annuity shall not be payable to a Participant's spouse if such
     spouse is not the same spouse to whom the Participant was married on his
     Annuity Starting Date.

     (b) "QUALIFIED PRERETIREMENT SURVIVOR ANNUITY" means an annuity purchased
     with at least 50 percent of a Participant's vested interest in his Account
     that is payable for the life of a Participant's surviving spouse. The
     Employer shall specify that portion of a Participant's vested interest in
     his Account that is to be used to purchase the "qualified preretirement
     survivor annuity" in Section 1.19 of the Adoption Agreement.

14.02. APPLICABILITY. The provisions of this Article shall apply to a
Participant's Account if:

     (a) the Plan is a money purchase pension plan;

     (b) the Plan is an amendment and restatement of a plan that provided an
     annuity form of payment and such form of payment has not been eliminated
     pursuant to Subsection 1.19(e) and the Forms of Payment Addendum to the
     Adoption Agreement;

     (c) the Participant's Account contains assets attributable to amounts
     directly or indirectly transferred from a plan that provided an annuity
     form of payment and such form of payment has not been eliminated pursuant
     to Subsection 1.19(e) and the Forms of Payment Addendum to the Adoption
     Agreement.

14.03. ANNUITY FORM OF PAYMENT. To the extent provided in Section 1.19 of the
Adoption Agreement, a Participant may elect distributions made in whole or in
part in the form of an annuity contract. Any annuity contract distributed under
the Plan shall be subject to the provisions of this Section 14.03 and, to the
extent provided therein, Sections 14.04 through 14.09.

     (a) At the direction of the Administrator, the Trustee shall purchase the
     annuity contract on behalf of a Participant or Beneficiary from an
     insurance company. Such annuity contract shall be nontransferable.

     (b) The terms of the annuity contract shall comply with the requirements of
     the Plan and distributions under such contract shall be made in accordance
     with Code Section 401(a)(9) and the regulations thereunder.

     (c) The annuity contract may provide for payment over the life of the
     Participant and, upon the death of the Participant, may provide a survivor
     annuity continuing for the life of the Participant's designated
     Beneficiary. Such an annuity may provide for an annuity certain feature for
     a period not exceeding the life expectancy of the Participant or, if the
     annuity is


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     payable to the Participant and a designated Beneficiary, the joint life and
     last survivor expectancy of the Participant and such Beneficiary. If the
     Participant dies prior to his Annuity Starting Date, the annuity contract
     distributed to the Participant's Beneficiary may provide for payment over
     the life of the Beneficiary, and may provide for an annuity certain feature
     for a period not exceeding the life expectancy of the Beneficiary. The
     types of annuity contracts provided under the Plan shall be limited to the
     types of annuities described in Section 1.19 and the Forms of Payment
     Addendum to the Adoption Agreement.

     (d) The annuity contract must provide for nonincreasing payments.

14.04. "QUALIFIED JOINT AND SURVIVOR ANNUITY" AND "QUALIFIED PRERETIREMENT
SURVIVOR ANNUITY" REQUIREMENTS. The requirements of this Section 14.04 apply to
a Participant's Account if:

     (a) the Plan is a money purchase pension plan;

     (b) the Plan is a profit sharing plan and the Employer has selected
     distribution in the form of a life annuity as the normal form of
     distribution with respect to such Participant's Account in Subsection
     1.19(c)(2)(B) of the Adoption Agreement; or

     (c) the Plan is a profit sharing plan and the Employer has specified
     distribution in the form of a life annuity as the normal form of
     distribution in Subsection (c)(2)(B) of the Forms of Payment Addendum to
     the Adoption Agreement and the Participant's Annuity Starting Date occurs
     prior to the date specified in Subsection (c)(4) of the Forms of Payment
     Addendum to the Adoption Agreement;

     (d) the Participant is permitted to elect and has elected distribution in
     the form of an annuity contract payable over the life of the Participant.

If a Participant's Account is subject to the requirements of this Section 14.04,
distribution shall be made to the Participant in the form of a "qualified joint
and survivor annuity" (with a survivor annuity in the percentage amount
specified by the Employer in Subsection 1.19 of the Adoption Agreement), unless
the Participant waives the "qualified joint and survivor annuity" as provided in
Section 14.05. If the Participant dies prior to his Annuity Starting Date,
distribution shall be made to the Participant's surviving spouse, if any, in the
form of a "qualified preretirement survivor annuity", unless the Participant
waives the "qualified preretirement survivor annuity" as provided in Section
14.05, or the Participant's surviving spouse elects in writing to receive
distribution in one of the other forms of payment provided under the Plan. If
the Employer has specified in Section 1.19 of the Adoption Agreement that less
than 100 percent of a Participant's Account shall be used to purchase the
"qualified preretirement survivor annuity", distribution of the balance of the
Participant's vested interest in his Account that is not used to purchase the
"qualified preretirement survivor annuity" shall be distributed to the
Participant's


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designated Beneficiary in accordance with the provisions of Sections 11.04 and
12.05.

14.05. WAIVER OF THE "QUALIFIED JOINT AND SURVIVOR ANNUITY" AND/OR "QUALIFIED
PRERETIREMENT SURVIVOR ANNUITY" RIGHTS. A Participant may waive the "qualified
joint and survivor annuity" described in Section 14.04 and elect another form of
distribution permitted under the Plan at any time during the 90-day period
ending on his Annuity Starting Date; provided, however, that if the Participant
is married, his spouse must consent in writing to such election as provided in
Section 14.06. Spousal consent is not required if the Participant elects
distribution in the form of a different "qualified joint and survivor annuity".

     A Participant may waive the "qualified preretirement survivor annuity" and
designate a non-spouse Beneficiary at any time during the "applicable election
period"; provided, however, that the Participant's spouse must consent in
writing to such election as provided in Section 14.06. The "applicable election
period" begins on the later of (1) the date the Participant's Account becomes
subject to the requirements of Section 14.04 or (2) the first day of the Plan
Year in which the Participant attains age 35 or, if he terminates employment
prior to such date, the date he terminates employment with the Employer and all
Related Employers. The "applicable election period" ends on the earlier of the
Participant's Annuity Starting Date or the date of the Participant's death. A
Participant whose employment has not terminated may elect to waive the
"qualified preretirement survivor annuity" prior to the Plan Year in which he
attains age 35, provided that any such waiver shall cease to be effective as of
the first day of the Plan Year in which the Participant attains age 35.

     If the Employer has specified in Section 1.19 of the Adoption Agreement
that less than 100 percent of a Participant's Account shall be used to purchase
the "qualified preretirement survivor annuity", the Participant may designate a
non-spouse Beneficiary for the balance of the Participant's vested interest in
his Account that is not used to purchase the "qualified preretirement survivor
annuity". Such designation shall not be subject to the spousal consent
requirements of Section 14.06.

14.06. SPOUSE'S CONSENT TO WAIVER. A spouse's written consent to a Participant's
waiver of the "qualified joint and survivor annuity" or "qualified preretirement
survivor annuity" forms of distribution must acknowledge the effect of the
Participant's election and must be witnessed by a Plan representative or a
notary public. In addition, the spouse's written consent must either (a) specify
the form of distribution elected instead of the "qualified joint and survivor
annuity", if applicable, and that such form may not be changed (except to a
"qualified joint and survivor annuity") without written spousal content and
specify any non-spouse Beneficiary designated by the Participant, if applicable,
and that such designation may not be changed without written spousal consent or
(b) acknowledge that the spouse has the right to limit consent as provided in
clause (a) above, but permit the Participant to change the form of distribution
elected or the designated Beneficiary without the spouse's further consent.


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     A Participant's spouse shall be deemed to have given written consent to a
Participant's waiver if the Participant establishes to the satisfaction of a
Plan representative that spousal consent cannot be obtained because the spouse
cannot be located or because of other circumstances set forth in Code Section
401(a)(11) and Treasury Regulations issued thereunder.

     Any written consent given or deemed to have been given by a Participant's
spouse hereunder shall be irrevocable and shall be effective only with respect
to such spouse and not with respect to any subsequent spouse.

     A spouse's consent to a Participant's waiver shall be valid only if the
applicable notice described in Section 14.07 or 14.08 has been provided to the
Participant.

14.07. NOTICE REGARDING "QUALIFIED JOINT AND SURVIVOR ANNUITY". The notice
provided to a Participant under Section 14.05 shall include a written
explanation of (a) the terms and conditions of the "qualified joint and survivor
annuity" provided herein, (b) the Participant's right to make, and the effect
of, an election to waive the "qualified joint and survivor annuity", (c) the
rights of the Participant's spouse under Section 14.06, and (d) the
Participant's right to revoke an election to waive the "qualified joint and
survivor annuity" prior to his Annuity Starting Date.

14.08. NOTICE REGARDING "QUALIFIED PRERETIREMENT SURVIVOR ANNUITY". If a
Participant's Account is subject to the requirements of Section 14.04, the
Administrator shall provide the Participant with a written explanation of the
"qualified preretirement survivor annuity" comparable to the written explanation
provided with respect to the "qualified joint and survivor annuity", as
described in Section 14.07. Such explanation shall be furnished within whichever
of the following periods ends last:

     (a) the period beginning with the first day of the Plan Year in which the
     Participant reaches age 32 and ending with the end of the Plan Year
     preceding the Plan Year in which he reaches age 35;

     (b) a reasonable period ending after the Employee becomes an Active
     Participant;

     (c) a reasonable period ending after Section 14.04 first becomes applicable
     to the Participant's Account; or

     (d) in the case of a Participant who separates from service before age 35,
     a reasonable period ending after such separation from service.

     For purposes of the preceding sentence, the two-year period beginning one
year prior to the date of the event described in Subsection 14.08(b), (c) or (d)
above, whichever is applicable, and ending one year after such date shall be
considered reasonable, provided, that in the case of a Participant who separates
from service under Subsection 14.08(d) above and subsequently recommences


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employment with the Employer, the applicable period for such Participant shall
be redetermined in accordance with this Section 14.08.

14.09. FORMER SPOUSE. For purposes of this Article, a former spouse of a
Participant shall be treated as the spouse or surviving spouse of the
Participant, and a current spouse shall not be so treated, to the extent
required under a qualified domestic relations order, as defined in Code Section
414(p).

ARTICLE 15. TOP-HEAVY PROVISIONS.

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

     (a) "DETERMINATION DATE" means, for any Plan Year subsequent to the first
     Plan Year, the last day of the preceding Plan Year. For the first Plan Year
     of the Plan, "determination date" means the last day of that Plan Year.

     (b) "DETERMINATION PERIOD" means the Plan Year containing the
     "determination date" and the four preceding Plan Years.

     (c) "KEY EMPLOYEE" means any Employee or former Employee (and the
     Beneficiary of any such Employee) who at any time during the "determination
     period" was (1) an officer of the Employer or a Related Employer whose
     annual Compensation exceeds 50 percent of the dollar limitation under Code
     Section 415(b)(1)(A), (2) one of the ten Employees whose annual
     Compensation from the Employer or a Related Employer exceeds the dollar
     limitation under Code Section 415(c)(1)(A) and who owns (or is considered
     as owning under Code Section 318) one of the largest interests in the
     Employer and all Related Employers, (3) a five percent owner of the
     Employer and all Related Employers, or (4) a one percent owner of the
     Employer and all Related Employers whose annual Compensation exceeds
     $150,000. The determination of who is a "key employee" shall be made in
     accordance with Code Section 416(i)(1) and regulations issued thereunder.

     (d) "PERMISSIVE AGGREGATION GROUP" means the "required aggregation group"
     plus any other qualified plans of the Employer or a Related Employer which,
     when considered as a group with the "required aggregation group", would
     continue to satisfy the requirements of Code Sections 401(a)(4) and 410.

     (e) "REQUIRED AGGREGATION GROUP" means:

           (1) Each qualified plan of the Employer or Related Employer in which
           at least one "key employee" participates, or has participated at any
           time during the "determination period" (regardless of whether the
           plan has terminated), and

           (2) any other qualified plan of the Employer or Related Employer
           which enables a plan described in Subsection 15.01(e)(1) above to
           meet the requirements of Code Section 401(a)(4) or 410.


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     (f) "TOP-HEAVY PLAN" means a plan in which any of the following conditions
     exists:

           (1) the "top-heavy ratio" for the plan exceeds 60 percent and the
           Plan is not part of any "required aggregation group" or "permissive
           aggregation group";

           (2) the plan is a part of a "required aggregation group" but not part
           of a "permissive aggregation group" and the "top-heavy ratio" for the
           "required aggregation group" exceeds 60 percent; or

           (3) the plan is a part of a "required aggregation group" and a
           "permissive aggregation group" and the "top-heavy ratio" for both
           groups exceeds 60 percent.

     (g) "TOP-HEAVY RATIO" means:

          (1) With respect to the Plan, or with respect to any "required
          aggregation group" or "permissive aggregation group" that consists
          solely of defined contribution plans (including any simplified
          employee pension, as defined in Code Section 408(k)), a fraction, the
          numerator of which is the sum of the account balances of all "key
          employees" under the plans as of the "determination date" (including
          any part of any account balance distributed during the five-year
          period ending on the "determination date"), and the denominator of
          which is the sum of all account balances (including any part of any
          account balance distributed during the five-year period ending on the
          "determination date") of all participants under the plans as of the
          "determination date". Both the numerator and denominator of the
          "top-heavy ratio" shall be increased, to the extent required by Code
          Section 416, to reflect any contribution which is due but unpaid as of
          the "determination date".

          (2) With respect to any "required aggregation group" or "permissive
          aggregation group" that includes one or more defined benefit plans
          which, during the five-year period ending on the "determination date",
          has covered or could cover an Active Participant in the Plan, a
          fraction, the numerator of which is the sum of the account balances
          under the defined contribution plans for all "key employees" and the
          present value of accrued benefits under the defined benefit plans for
          all "key employees", and the denominator of which is the sum of the
          account balances under the defined contribution plans for all
          participants and the present value of accrued benefits under the
          defined benefit plans for all participants. Both the numerator and
          denominator of the "top-heavy ratio" shall be increased for any
          distribution of an account balance or an accrued benefit made during
          the five-year period ending on the "determination date" and any
          contribution due but unpaid as of the "determination date".

          For purposes of Subsections 15.01(g)(1) and (2) above, the value of
     accounts and the present value of accrued benefits shall be determined as
     of


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     the most recent "determination date", except as provided in Code Section
     416 and the regulations issued thereunder for the first and second plan
     years of a defined benefit plan. When aggregating plans, the value of
     accounts and accrued benefits shall be calculated with reference to the
     "determination dates" that fall within the same calendar year. The present
     value of accrued benefits shall be determined using the interest rate and
     mortality table specified in Subsection 1.21(b) of the Adoption Agreement.

          The accounts and accrued benefits of a Participant who is not a "key
     employee" but who was a "key employee" in a prior year, or who has not
     performed services for the Employer or any Related Employer at any time
     during the five-year period ending on the "determination date", shall be
     disregarded. The calculation of the "top-heavy ratio", and the extent to
     which distributions, rollovers, and transfers are taken into account, shall
     be made in accordance with Code Section 416 and the regulations issued
     thereunder. Deductible employee contributions shall not be taken into
     account for purposes of computing the "top-heavy ratio".

          For purposes of determining if the Plan, or any other plan included in
     a "required aggregation group" of which the Plan is a part, is a "top-heavy
     plan", the accrued benefit in a defined benefit plan of an Employee other
     than a "key employee" shall be determined under the method, if any, that
     uniformly applies for accrual purposes under all plans maintained by the
     Employer or a Related Employer, or, if there is no such method, as if such
     benefit accrued not more rapidly than the slowest accrual rate permitted
     under the fractional accrual rate of Code Section 411(b)(1)(C)

15.02. APPLICATION. If the Plan is or becomes a "top-heavy plan" in any Plan
Year or is automatically deemed to be a "top-heavy plan" in accordance with the
Employer's selection in Subsection 1.21(a)(1) of the Adoption Agreement, the
provisions of this Article shall apply and shall supersede any conflicting
provision in the Plan.

15.03. MINIMUM CONTRIBUTION. Except as otherwise specifically provided in this
Section 15.03, the Nonelective Employer Contributions made for the Plan Year on
behalf of any Active Participant who is not a "key employee" shall not be less
than the lesser of three percent (or such other percentage selected by the
Employer in Subsection 1.21(c) of the Adoption Agreement) of such Participant's
Compensation for the Plan Year or, in the case where neither the Employer nor
any Related Employer maintains a defined benefit plan which uses the Plan to
satisfy Code Section 401(a)(4) or 410, the largest percentage of Employer
contributions made on behalf of any "key employee" for the Plan Year, expressed
as a percentage of the "key employee's" Compensation for the Plan Year, unless
the Employer has provided in Subsection 1.21(c) of the Adoption Agreement that
the minimum contribution requirement shall be met under the other plan or plans
of the Employer.

     The minimum contribution required under this Section 15.03 shall be made to
the Account of an Active Participant even though, under other Plan provisions,
the Active Participant would not otherwise be entitled to receive a
contribution,


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or would have received a lesser contribution for the Plan Year, because (a) the
Active Participant failed to complete the Hours of Service requirement selected
by the Employer in Subsection 1.10(d) or 1.11(c) of the Adoption Agreement, or
(b) the Participant's Compensation was less than a stated amount; provided,
however, that no minimum contribution shall be made for a Plan Year to the
Account of an Active Participant who is not employed by the Employer or a
Related Employer on the last day of the Plan Year.

     The minimum contribution for the Plan Year made on behalf of each Active
Participant who is not a "key employee" and who is a participant in a defined
benefit plan maintained by the Employer or a Related Employer shall not be less
than five percent of such Participant's Compensation for the Plan Year, unless
the Employer has provided in Subsection 1.21(c) of the Adoption Agreement that
the minimum contribution requirement shall be met under the other plan or plans
of the Employer.

     That portion of a Participant's Account that is attributable to minimum
contributions required under this Section 15.03, to the extent required to be
nonforfeitable under Code Section 416(b), may not be forfeited under Code
Section 411(a)(3)(E).

     Notwithstanding any other provision of the Plan to the contrary, for
purposes of this Article, Compensation shall include amounts that are not
includable in the gross income of the Participant under a salary reduction
agreement by reason of the application of Code Section 125, 132(f)(4),
402(e)(3), 402(h), or 403(b) Compensation shall generally be based on the
amount actually paid to the Eligible Employee during the Plan Year or during
that portion of the Plan Year during which the Eligible Employee is an Active
Participant, as elected by the Employer in Subsection 1.05(c) of the Adoption
Agreement.

15.04. MODIFICATION OF ALLOCATION PROVISIONS TO MEET MINIMUM CONTRIBUTION
REQUIREMENTS. If the Employer elected a discretionary Nonelective Employer
Contribution in Subsection 1.11(b) of the Adoption Agreement, the provisions for
allocating Nonelective Employer Contributions described in Subsection 5.10(b)
shall be modified as provided herein to meet the minimum contribution
requirements of Section 15.03.

     (a) If the Employer selected the non-integrated formula in Subsection
     1.11(b)(1) of the Adoption Agreement, Nonelective Employer Contributions
     shall be allocated as follows:

          (1) Nonelective Employer Contributions shall be allocated to each
          eligible Active Participant, as determined under this Section 15.04,
          who is not a "key employee" in the same ratio that the eligible Active
          Participant's Compensation for the Plan Year bears to the total
          Compensation of all such eligible Active Participants for the Plan
          Year; provided, however that such ratio shall not exceed three percent
          of a Participant's Compensation for the Plan Year (or such other
          percentage selected by the Employer in Subsection 1.21(c) of the
          Adoption Agreement)


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          (2) If any Nonelective Employer Contributions remain after the
          allocation in subsection 15.04(a)(1) above, the remaining
          Nonelective Employer Contributions shall be allocated to each eligible
          Active Participant, as determined under this Section 15.04, who is a
          "key employee" in the same ratio that the eligible Active
          Participant's Compensation for the Plan Year bears to the total
          Compensation of all such eligible Active Participants for the Plan
          Year; provided, however that such ratio shall not exceed three percent
          of a Participant's Compensation for the Plan Year (or such other
          percentage selected by the Employer in Subsection 1.21(c) of the
          Adoption Agreement).

          (3) If any Nonelective Employer Contributions remain after the
          allocation in Subsection 15.04(a)(2) above, the remaining
          Nonelective Employer Contributions shall be allocated to each eligible
          Active Participant, as determined under this Section 15.04, in the
          same ratio that the eligible Active Participant's Compensation for the
          Plan Year bears to the total Compensation of all such eligible Active
          Participants for the Plan Year.

     (b) If the Employer selected the integrated formula in Subsection 1.11(b)
     (2) of the Adoption Agreement, the "permitted disparity limit", as defined
     in Subsection 1.11(b)(2) of the Adoption Agreement, shall be reduced by
     the percentage allocated under Subsection 15.04(b)(1) or (2) below, and
     the allocation steps in Subsection 5.10(b)(2) shall be preceded by the
     following steps:

          (1) Nonelective Employer Contributions shall be allocated to each
          eligible Active Participant, as determined under this Section 15.04,
          who is not a "key employee" in the same ratio that the eligible Active
          Participant's Compensation for the Plan Year bears to the total
          Compensation of all such eligible Active Participants for the Plan
          Year; provided, however that such ratio shall not exceed three percent
          of a Participant's Compensation for the Plan Year (or such other
          percentage selected by the Employer in Subsection 1.21(c) of the
          Adoption Agreement)

          (2) If any Nonelective Employer Contributions remain after the
          allocation in Subsection 15.04(b)(1) above, the remaining Nonelective
          Employer Contributions shall be allocated to each eligible Active
          Participant, as determined under this Section 15.04, who is a "key
          employee" in the same ratio that the eligible Active Participant's
          Compensation for the Plan Year bears to the total Compensation of all
          such eligible Active Participants for the Plan Year; provided, however
          that such ratio shall not exceed three percent of a Participant's
          Compensation for the Plan Year (or such other percentage selected by
          the Employer in Subsection 1.21(c) of the Adoption Agreement).

          (3) If any Nonelective Employer Contributions remain after the
          allocation in Subsection 15.04(b)(2) above, the remaining
          Nonelective


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           Employer Contributions shall be allocated to each eligible Active
           Participant in the same ratio that the eligible Active Participant's
           Excess Compensation for the Plan Year bears to the total Excess
           Compensation of all eligible Participants for the Plan Year;
           provided, however, that such ratio shall not exceed three percent (or
           such other percentage selected by the Employer in Subsection 1.21(c)
           of the Adoption Agreement)

15.05. ADJUSTMENT TO THE LIMITATION ON CONTRIBUTIONS AND BENEFITS. For
Limitation Years beginning prior to January 1, 2000, if the Plan is a "top-heavy
plan", the number 100 shall be substituted for the number 125 in determining the
"defined benefit fraction", as defined in Subsection 6.01(f) and the "defined
contribution fraction", as defined in Subsection 6.01(g). However, this
substitution shall not take effect with respect to the Plan in any Plan Year in
which the following requirements are satisfied:

     (a) The Employer contributions for such Plan Year made on behalf of each
     eligible Active Participant, as determined under Section 15.03, who is not
     a "key employee" and who is a participant in a defined benefit plan
     maintained by the Employer or a Related Employer is not less than 7 1/2
     percent of such eligible Active Participant's Compensation.

     (b) The "top-heavy ratio" for the Plan (or the "required aggregation group"
     or "permissible aggregation group", as applicable) does not exceed 90
     percent.

     The substitutions of the number 100 for 125 shall not take effect in any
Limitation Year with respect to any Participant for whom no benefits are accrued
or contributions made for the Limitation Year.

15.06. ACCELERATED VESTING. For any Plan Year in which the Plan is or is deemed
to be a "top-heavy plan" and all Plan Years thereafter, the top-heavy vesting
schedule selected by the Employer in Subsection 1.21(d) of the Adoption
Agreement shall automatically apply to the Plan. The top-heavy vesting schedule
applies to all benefits within the meaning of Code Section 411(a)(7) except
those already subject to a vesting schedule which vests at least as rapidly in
all cases as the schedule elected in Subsection 1.21(d) of the Adoption
Agreement, including benefits accrued before the Plan becomes a "top-heavy
plan". Notwithstanding the foregoing provisions of this Section 15.06, the
top-heavy vesting schedule does not apply to the Account of any Participant who
does not have an Hour of Service after the Plan initially becomes or is deemed
to have become a "top-heavy plan" and such Employee's Account attributable to
Employer Contributions shall be determined without regard to this Section 15.06.

15.07. EXCLUSION OF COLLECTIVELY-BARGAINED EMPLOYEES. Notwithstanding any other
provision of this Article 15, Employees who are included in a unit covered by an
agreement which the Secretary of Labor finds to be a collective bargaining
agreement between employee representatives and one or more employers shall not
be included in determining whether or not the Plan is a "top-heavy plan". In
addition, such Employees shall not be entitled to a minimum contribution under


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Section 15.03 or accelerated vesting under Section 15.06, unless otherwise
provided in the collective bargaining agreement.

ARTICLE 16. AMENDMENT AND TERMINATION.

16.01. AMENDMENTS BY THE EMPLOYER THAT DO NOT AFFECT PROTOTYPE STATUS. The
Employer reserves the authority through a board of directors' resolution or
similar action, subject to the provisions of Article 1 and Section 16.04, to
amend the Plan as provided herein, and such amendment shall not affect the
status of the Plan as a prototype plan.

     (a) The Employer may amend the Adoption Agreement to make a change or
     changes in the provisions previously elected by it. Such amendment may be
     made either by (1) completing an amended Adoption Agreement on which the
     Employer has indicated the change or changes, or (2) adopting an amendment,
     executed by the Employer only, in the form provided by the Prototype
     Sponsor, that provides replacement pages to be inserted into the Adoption
     Agreement, which pages include the change or changes. Any such amendment
     must be filed with the Trustee.

     (b) The Employer may make a separate amendment to the Plan as necessary to
     satisfy Code Section 415 or 416 because of the required aggregation of
     multiple plans by completely overriding the Basic Plan Document provisions.

     (c) The Employer may adopt certain model amendments published by the
     Internal Revenue Service which specifically provide that their adoption
     shall not cause the Plan to be treated as an individually designed plan.

16.02. AMENDMENTS BY THE EMPLOYER THAT AFFECT PROTOTYPE STATUS. The Employer
reserves the authority through a board of directors' resolution or similar
action, subject to the provisions of Section 16.04, to amend the Plan in a
manner other than that provided in Section 16.01. However, upon making such
amendment, including, if the Plan is a money purchase pension plan, a waiver of
the minimum funding requirement under Code Section 412(d), the Employer may no
longer participate in this prototype plan arrangement and shall be deemed to
have an individually designed plan. Following such amendment, the Trustee may
transfer the assets of the Trust to the trust forming part of such newly adopted
plan upon receipt of sufficient evidence (such as a determination letter or
opinion letter from the Internal Revenue Service or an opinion of counsel
satisfactory to the Trustee) that such trust shall be a qualified trust under
the Code.

16.03. AMENDMENT BY THE MASS SUBMITTER SPONSOR AND THE PROTOTYPE SPONSOR. The
Mass Submitter Sponsor may in its discretion amend the mass submitter prototype
plan at any time, subject to the provisions of Article 1 and Section 16.04, and
provided that the Mass Submitter Sponsor mails a copy of such amendment to each
Prototype Sponsor that maintains the prototype plan or a minor modifier of the
prototype plan. Each Prototype Sponsor shall provide a copy of such amendment to
each Employer adopting its prototype plan at the Employer's last known address
as shown on the books maintained by the Prototype Sponsor or its affiliates.


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     The Prototype Sponsor may, in its discretion, amend the Plan or the
Adoption Agreement, subject to the provisions of Article 1 and section 16.04,
and provided that such amendment does not change the Plan's status as a word for
word adoption of the mass submitter prototype plan or a minor modifier of the
mass submitter prototype plan, unless such Prototype Sponsor elects no longer to
be a sponsoring organization with respect to the mass submitter prototype plan.
The Prototype Sponsor shall provide a copy of such amendment to each Employer
adopting its prototype plan at the Employer's last known address as shown on the
books maintained by the Prototype Sponsor or its affiliates.

16.04. AMENDMENTS AFFECTING VESTED AND/OR ACCRUED BENEFITS. Except as permitted
by Section 16.05, Section 1.19(e) and the Forms of Payment Addendum to the
Adoption Agreement, and/or Code Section 411(d)(6) and regulations issued
thereunder, no amendment to the Plan shall be effective to the extent that it
has the effect of decreasing a Participant's Account or eliminating an optional
form of benefit with respect to benefits attributable to service before the
amendment. Furthermore, if the vesting schedule of the Plan is amended, the
nonforfeitable interest of a Participant in his Account, determined as of the
later of the date the amendment is adopted or the date it becomes effective,
shall not be less than the Participant's nonforfeitable interest in his Account
determined without regard to such amendment.

     If the Plan is a money purchase pension plan, no amendment to the Plan that
provides for a significant reduction in contributions to the Plan shall be made
unless notice has been furnished to Participants and alternate payees under a
qualified domestic relations order as provided in ERISA Section 204(h).

     If the Plan's vesting schedule is amended because of a change to "top-heavy
plan" status, as described in Subsection 15.01(f), the accelerated vesting
provisions of Section 15.06 shall continue to apply for all Plan Years
thereafter, regardless of whether the Plan is a "top-heavy plan" for such Plan
Year.

     If the Plan's vesting schedule is amended and an Employee's vested
interest, as calculated by using the amended vesting schedule, is less in any
year than the Employee's vested interest calculated under the Plan's vesting
schedule immediately prior to the amendment, the amended vesting schedule shall
apply only to Employees hired on or after the effective date of the change in
vesting schedule.

16.05. RETROACTIVE AMENDMENTS MADE BY MASS SUBMITTER OR PROTOTYPE SPONSOR. An
amendment made by the Mass Submitter Sponsor or Prototype Sponsor in accordance
with Section 16.03 may be made effective on a date prior to the first day of the
Plan Year in which it is adopted if, in published guidance, the Internal Revenue
Service either permits or requires such an amendment to be made to enable the
Plan and Trust to satisfy the applicable requirements of the Code and all
requirements for the retroactive amendment are satisfied.

16.06. TERMINATION. The Employer has adopted the Plan with the intention and
expectation that contributions shall be continued indefinitely. However, said


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Employer has no obligation or liability whatsoever to maintain the Plan for any
length of time and may amend the Plan to discontinue contributions under the
Plan or terminate the Plan at any time without any liability hereunder for any
such discontinuance or termination. The Employer may terminate the Plan by
written notice delivered to the Trustee.

16.07. DISTRIBUTION UPON TERMINATION OF THE PLAN. Upon termination or partial
termination of the Plan or complete discontinuance of contributions thereunder,
each Participant (including a terminated Participant with respect to amounts
not previously forfeited by him) who is affected by such termination or partial
termination or discontinuance shall have a vested interest in his Account of 100
percent. Subject to Section 12.01 and Article 14, upon receipt of written
instructions from the Administrator, the Trustee shall distribute to each
Participant or other person entitled to distribution the balance of the
Participant's Account in a single lump sum payment. In the absence of such
instructions, the Trustee shall notify the Administrator of such situation and
the Trustee shall be under no duty to make any distributions under the Plan
until it receives written instructions from the Administrator. Upon the
completion of such distributions, the Trust shall terminate, the Trustee shall
be relieved from all liability under the Trust, and no Participant or other
person shall have any claims thereunder, except as required by applicable law.

     If distribution is to be made to a Participant or Beneficiary who cannot be
located, the Administrator shall give written instructions to the Trustee to (a)
escheat the distributable amount to the State or Commonwealth of the
distributee's last known address or (b) draw a check in the distributable amount
and mail it to the distributee's last known address. In the absence of such
instructions, the Trustee shall make distribution to the distributee by drawing
a check in the distributable amount and mailing it to the distributee's last
known address.

16.08. MERGER OR CONSOLIDATION OF PLAN; TRANSFER OF PLAN ASSETS. In case of any
merger or consolidation of the Plan with, or transfer of assets and liabilities
of the Plan to, any other plan, provision must be made so that each Participant
would, if the Plan then terminated, receive a benefit immediately after the
merger, consolidation or transfer which is equal to or greater than the benefit
he would have been entitled to receive immediately before the merger,
consolidation or transfer if the Plan had then terminated.

ARTICLE 17. AMENDMENT AND CONTINUATION OF PRIOR PLAN; TRANSFER OF FUNDS TO OR
FROM OTHER QUALIFIED PLANS.

17.01. AMENDMENT AND CONTINUATION OF PRIOR PLAN. In the event the Employer has
previously established a plan (the "prior plan") which is a defined contribution
plan under the Code and which on the date of adoption of the Plan meets the
applicable requirements of Code Section 401(a), the Employer may, in accordance
with the provisions of the prior plan, amend and restate the prior plan in the
form of the Plan and become the Employer hereunder, subject to the following:


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     (a) Subject to the provisions of the Plan, each individual who was a
     Participant in the prior plan immediately prior to the effective date of
     such amendment and restatement shall become a Participant in the Plan.

     (b) Except as provided in Section 16.04, no election may be made under the
     vesting provisions of the Adoption Agreement if such election would reduce
     the benefits of a Participant under the Plan to less than the benefits to
     which he would have been entitled if he voluntarily separated from the
     service of the Employer immediately prior to such amendment and
     restatement.

     (c) No amendment to the Plan shall decrease a Participant's accrued benefit
     or eliminate an optional form of benefit, except as permitted under Section
     1.19(e) and the Forms of Payment Addendum to the Adoption Agreement.

     (d) The amounts standing to the credit of a Participant's account
     immediately prior to such amendment and restatement which represent the
     amounts properly attributable to (1) contributions by the Participant and
     (2) contributions by the Employer and forfeitures shall constitute the
     opening balance of his Account or Accounts under the Plan.

     (e) Amounts being paid to an Inactive Participant or to a Beneficiary in
     accordance with the provisions of the prior plan shall continue to be paid
     in accordance with such provisions.

     (f) Any election and waiver of the "qualified preretirement survivor
     annuity", as defined in Section 14.01, in effect after August 23, 1984,
     under the prior plan immediately before such amendment and restatement
     shall be deemed a valid election and waiver of Beneficiary under Section
     14.04 if such designation satisfies the requirements of Sections 14.05 and
     14.06, unless and until the Participant revokes such election and waiver
     under the Plan.

     (g) Unless the Employer and the Trustee agree otherwise, all assets of the
     predecessor trust shall be deemed to be assets of the Trust as of the
     effective date of such amendment. Such assets shall be invested by the
     Trustee as soon as reasonably practicable pursuant to Article 8. The
     Employer agrees to assist the Trustee in any way requested by the Trustee
     in order to facilitate the transfer of assets from the predecessor trust to
     the Trust Fund.

17.02. TRANSFER OF FUNDS FROM AN EXISTING PLAN. The Employer may from time to
time direct the Trustee, in accordance with such rules as the Trustee may
establish, to accept cash, allowable Fund Shares or participant loan promissory
notes transferred for the benefit of Participants from a trust forming part of
another qualified plan under the Code, provided such plan is a defined
contribution plan. Such transferred assets shall become assets of the Trust as
of the date they are received by the Trustee. Such transferred assets shall be
credited to Participants' Accounts in accordance with their respective interests
immediately upon receipt by the Trustee. A Participant's interest under the Plan
in transferred assets which were fully vested and nonforfeitable under the
transferring plan or which were transferred to the Plan in a manner intended to


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satisfy the requirements of subsection (b) of this Section 17.02 shall be fully
vested and nonforfeitable at all times. A Participant's interest under the Plan
in transferred assets which were transferred to the Plan in a manner intended to
satisfy the requirements of subsection (a) of this Section 17.02 shall be
determined in accordance with the terms of the Plan unless the transferor plan's
vesting schedule is more favorable. Such transferred assets shall be invested by
the Trustee in accordance with the provisions of Subsection 17.01(g) as if such
assets were transferred from a prior plan. Except as otherwise provided below,
no transfer of assets in accordance with this Section 17.02 may cause a loss of
an accrued or optional form of benefit protected by Code Section 411(d)(6).

     Effective for transfers made on or after January 1, 2002, the terms of the
Plan as in effect at the time of the transfer shall apply to the amounts
transferred regardless of whether such application would have the effect of
eliminating or reducing an optional form of benefit protected by Code Section
411(d)(6) which was previously available with respect to any amount
transferred to the Plan pursuant to this Section 17.02, provided that such
transfer satisfies the requirements set forth in either (a) or (b):

     (a) (1) The transfer is conditioned upon a voluntary, fully informed
     election by the Participant to transfer his entire account balance to the
     Plan. As an alternative to the transfer, the Participant is offered the
     opportunity to retain the form of benefit previously available to him (or,
     if the transferor plan is terminated, to receive any optional form of
     benefit for which the participant is eligible under the transferor plan as
     required by Code Section 411(d)(6);

          (2) If the defined contribution plan from which the transfer is made
          is a money purchase pension plan, the Plan is a money purchase plan
          or, if the defined contribution plan from which the transfer is made
          includes a qualified cash or deferred arrangement, the Plan includes a
          cash or deferred arrangement; and

          (3) The transfer is made either in connection with an asset or stock
          acquisition, merger or other similar transaction involving a change in
          employer of the employees of a trade or business (i.e., an acquisition
          or disposition within the meaning of Section 1.410(b)-2(f)) or in
          connection with the participant's change in employment status such
          that the participant is not entitled to additional allocations under
          the transferor plan.

     (b) (1) The transfer satisfies the requirements of subsection (a) (1) of
     this Section 17.02;

          (2) The transfer occurs at a time when the Participant is eligible,
          under the terms of the transferor plan, to receive an immediate
          distribution of his account;

          (3) If the transfer occurs on or after January 1, 2002, the transfer
          occurs at a time when the participant is not eligible to receive an


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          immediate distribution of his entire nonforfeitable account balance in
          a single sum distribution that would consist entirely of an eligible
          rollover distribution within the meaning of Code Section
          401(a)(31)(C); and

          (4) The amount transferred, together with the amount of any
          contemporaneous Code Section 401(a)(31) direct rollover to the Plan,
          equals the entire nonforfeitable account of the participant whose
          account is being transferred.

     It is the Employer's obligation to ensure that all assets of the Plan,
other than those maintained in a separate trust or fund pursuant to the
provisions of Section 20.10, are transferred to the Trustee. The Trustee shall
have no liability for and no duty to inquire into the administration of such
transferred assets for periods prior to the transfer.

17.03. ACCEPTANCE OF ASSETS BY TRUSTEE. The Trustee shall not accept assets
which are not either in a medium proper for investment under the Plan, as set
forth in the Plan and the Service Agreement, or in cash. Such assets shall be
accompanied by instructions in writing (or such other medium as may be
acceptable to the Trustee) showing separately the respective contributions by
the prior employer and by the Participant, and identifying the assets
attributable to such contributions. The Trustee shall establish such accounts as
may be necessary or appropriate to reflect such contributions under the Plan.
The Trustee shall hold such assets for investment in accordance with the
provisions of Article 8, and shall in accordance with the written instructions
of the Employer make appropriate credits to the Accounts of the Participants for
whose benefit assets have been transferred.

17.04. TRANSFER OF ASSETS FROM TRUST. Effective on or after January 1, 2002, the
Employer may direct the Trustee to transfer all or a specified portion of the
Trust assets to any other plan or plans maintained by the Employer or the
employer or employers of an Inactive Participant or Participants, provided that
the Trustee has received evidence satisfactory to it that such other plan meets
all applicable requirements of the Code, subject to the following:

     (a) The assets so transferred shall be accompanied by instructions in
     writing (or such other medium as may be acceptable to the Trustee) from the
     Employer naming the persons for whose benefit such assets have been
     transferred, showing separately the respective contributions by the
     Employer and by each Inactive Participant, if any, and identifying the
     assets attributable to the various contributions. The Trustee shall not
     transfer assets hereunder until all applicable filing requirements are met.
     The Trustee shall have no further liabilities with respect to assets so
     transferred.

     (b) A transfer of assets made pursuant to this Section 17.04 may result in
     the elimination or reduction of an optional form of benefit protected by
     Code Section 411(d)(6), provided that the transfer satisfies the
     requirements set forth in either (1) or (2):


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          (1) (i) The transfer is conditioned upon a voluntary, fully informed
          election by the Participant to transfer his entire Account to the
          other defined contribution plan. As an alternative to the transfer,
          the Participant is offered the opportunity to retain the form of
          benefit previously available to him (or, if the Plan is terminated, to
          receive any optional form of benefit for which the Participant is
          eligible under the Plan as required by Code Section 411(d)(6));

               (ii) If the Plan is a money purchase pension plan, the defined
               contribution plan to which the transfer is made must be a money
               purchase pension plan and if the Plan includes a qualified cash
               or deferred arrangement under Code Section 401(k), the defined
               contribution plan to which the transfer is made must include a
               qualified cash or deferred arrangement; and

               (iii) The transfer is made either in connection with an asset or
               stock acquisition, merger or other similar transaction involving
               a change in employer of the employees of a trade or business
               (i.e., an acquisition or disposition within the meaning of
               Section 1.410(b)-2(f)) or in connection with the Participant's
               change in employment status such that the Participant becomes an
               Inactive Participant.

          (2) (i) The transfer satisfies the requirements of subsection (1) (i)
          of this Section 17.04;

               (ii) The transfer occurs at a time when the Participant is
               eligible, under the terms of the Plan, to receive an immediate
               distribution of his benefit;

               (iii) If the transfer occurs on or after January 1, 2002, the
               transfer occurs at a time when the Participant is not eligible to
               receive an immediate distribution of his entire nonforfeitable
               Account in a single sum distribution that would consist entirely
               of an eligible rollover distribution within the meaning of Code
               Section 401(a)(31)(C);

               (iv) The Participant is fully vested in the transferred amount in
               the transferee plan; and

               (v) The amount transferred, together with the amount of any
               contemporaneous Code Section 401(a)(31) direct rollover to the
               transferee plan, equals the entire nonforfeitable Account of the
               Participant whose Account is being transferred.

ARTICLE 18. MISCELLANEOUS.

18.01. COMMUNICATION TO PARTICIPANTS. The Plan shall be communicated to all
Eligible Employees by the Employer promptly after the Plan is adopted.


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18.02. LIMITATION OF RIGHTS. Neither the establishment of the Plan and the
Trust, nor any amendment thereof, nor the creation of any fund or account, nor
the payment of any benefits, shall be construed as giving to any Participant or
other person any legal or equitable right against the Employer, Administrator or
Trustee, except as provided herein; and in no event shall the terms of
employment or service of any Participant be modified or in any way affected
hereby. It is a condition of the Plan, and each Participant expressly agrees by
his participation herein, that each Participant shall look solely to the assets
held in the Trust for the payment of any benefit to which he is entitled under
the Plan.

18.03. NONALIENABILITY OF BENEFITS. Except as provided in Code Sections
401(a)(13)(C) and (D) (relating to offsets ordered or required under a criminal
conviction involving the Plan, a civil judgment in connection with a violation
or alleged violation of fiduciary responsibilities under ERISA, or a settlement
agreement between the Participant and the Department of Labor in connection with
a violation or alleged violation of fiduciary responsibilities under ERISA),
Section 1.401(a)-13(b)(2) of the Treasury Regulations (relating to Federal tax
levies), or as otherwise required by law, the benefits provided hereunder shall
not be subject to alienation, assignment, garnishment, attachment, execution or
levy of any kind, either voluntarily or involuntarily, and any attempt to cause
such benefits to be so subjected shall not be recognized. 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 by the Administrator to be a qualified
domestic relations order, as defined in Code Section 414(p), or any domestic
relations order entered before January 1, 1985.

18.04. QUALIFIED DOMESTIC RELATIONS ORDERS PROCEDURES. The Administrator must
establish reasonable procedures to determine the qualified status of a domestic
relations order. Upon receiving a domestic relations order, the Administrator
shall promptly notify the Participant and any alternate payee named in the
order, in writing, of the receipt of the order and the Plan's procedures for
determining the qualified status of the order. Within a reasonable period of
time after receiving the domestic relations order, the Administrator must
determine the qualified status of the order and must notify the Participant and
each alternate payee, in writing, of its determination. The Administrator shall
provide such notice by mailing to the individual's address specified in the
domestic relations order, or in a manner consistent with the Department of Labor
regulations.

     If any portion of the Participant's Account is payable during the period
the Administrator is making its determination of the qualified status of the
domestic relations order, the Administrator must make a separate accounting of
the amounts payable. If the Administrator determines the order is a qualified
domestic relations order within 18 months of the date amounts first are payable
following receipt of the order, the Administrator shall direct the Trustee to
distribute the payable amounts in accordance with the order. If the
Administrator does not make his determination of the qualified status of the
order within the 18-month determination period, the Administrator shall direct
the Trustee to distribute the payable amounts in the manner the Plan would
distribute if the order did not



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exist and shall apply the order prospectively if the Administrator later
determines the order is a qualified domestic relations order.

     The Trustee shall set up segregated accounts for each alternate payee when
properly notified by the Administrator.

     A domestic relations order shall not fail to be deemed a qualified domestic
relations order merely because it requires the distribution or segregation of
all or part of a Participant's Account with respect to an alternate payee prior
to the Participant's earliest retirement age (as defined in Code Section 414(p))
under the Plan. A distribution to an alternate payee prior to the Participant's
attainment of the earliest retirement age is available only if (a) the order
specifies distribution at that time and (b) if the present value of the
alternate payee's benefits under the Plan exceeds $5,000 as determined under
Section 13.02 (or such larger amount as may be specified in Code Section
417(e)(1)), and the order requires, and the alternate payee consents to, a
distribution occurring prior to the Participant's attainment of earliest
retirement age.

18.05. ADDITIONAL RULES FOR PAIRED PLANS. If the Employer has adopted both a
money purchase pension plan and a profit sharing plan under this Basic Plan
Document which are to be considered paired plans, the elections in Section 1.04
of the Adoption Agreement must be identical with respect to both plans. When the
paired plans are "top-heavy plans", as defined in Subsection 15.01(f), or are
deemed to be "top-heavy plans", the money purchase pension plan shall provide
the minimum contribution required under Section 15.03, unless contributions
under the money purchase pension plan are frozen.

18.06. APPLICATION OF PLAN PROVISIONS IN MULTIPLE EMPLOYER PLANS.
Notwithstanding any other provision of the Plan to the contrary, if one of the
Employers designated in Subsection 1.02(b) of the Adoption Agreement is not a
Related Employer, the Prototype Sponsor reserves the right to take any or all of
the following actions:

     (a) treat the Plan as a multiple employer plan;

     (b) permit the Employer to amend the Plan to exclude the un-Related
     Employer from participation in the Plan; or

     (c) treat the Employer as having amended the Plan in the manner described
     in Section 16.02 such that the Employer may no longer participate in this
     prototype plan arrangement.

     For the period, if any, that the Prototype Sponsor elects to treat the Plan
as a multiple employer plan, each un-Related Employer shall be treated as a
separate Employer for purposes of contributions, application of the "ADP" and
"ACP" tests described in Sections 6.03 and 6.06, application of the Code Section
415 limitations described in Section 6.12, top-heavy determinations and
application of the top-heavy requirements under Article 15, and application of
such other Plan provisions as the Employers determine to be appropriate. For any
such period, the Prototype Sponsor shall continue to treat the Employer as



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participating in this prototype plan arrangement for purposes of Plan
administration, notices or other communications in connection with the Plan, and
other Plan-related services; provided, however, that if the Employer applies to
the Internal Revenue Service for a determination letter, the multiple employer
plan shall be filed on the form appropriate for multiple employer plans. The
Administrator shall be responsible for administering the Plan as a multiple
employer plan.

18.07. VETERANS REEMPLOYMENT RIGHTS. Notwithstanding any other provision of the
Plan to the contrary, contributions, benefits, and service credit with respect
to qualified military service shall be provided in accordance with Code Section
414(u). The Administrator shall notify the Trustee of any Participant with
respect to whom additional contributions are made because of qualified military
service.

18.08. FACILITY OF PAYMENT. In the event the Administrator determines, on the
basis of medical reports or other evidence satisfactory to the Administrator,
that the recipient of any benefit payments under the Plan is incapable of
handling his affairs by reason of minority, illness, infirmity or other
incapacity, the Administrator may direct the Trustee to disburse such payments
to a person or institution designated by a court which has jurisdiction over
such recipient or a person or institution otherwise having the legal authority
under state law for the care and control of such recipient. The receipt by such
person or institution of any such payments shall be complete acquittance
therefore, and any such payment to the extent thereof, shall discharge the
liability of the Trust for the payment of benefits hereunder to such recipient.

18.09. INFORMATION BETWEEN EMPLOYER AND TRUSTEE. The Employer agrees to furnish
the Trustee, and the Trustee agrees to furnish the Employer, with such
information relating to the Plan and Trust as may be required by the other in
order to carry out their respective duties hereunder, including without
limitation information required under the Code and any regulations issued or
forms adopted by the Treasury Department thereunder or under the provisions of
ERISA and any regulations issued or forms adopted by the Department of Labor
thereunder.

18.10. EFFECT OF FAILURE TO QUALIFY UNDER CODE. Notwithstanding any other
provision contained herein, if the Employer fails to obtain or retain approval
of the Plan by the Internal Revenue Service as a qualified Plan under the Code,
the Employer may no longer participate in this prototype Plan arrangement and
shall be deemed to have an individually designed plan.

18.11. DIRECTIONS, NOTICES AND DISCLOSURE. Any notice or other communication in
connection with this Plan shall be deemed delivered in writing if addressed as
provided below and if either actually delivered at said address or, in the case
of a letter, three business days shall have elapsed after the same shall have
been deposited in the United States mails, first-class postage prepaid and
registered or certified:



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     (a) If to the Employer or Administrator, to it at the address set forth in
     the Adoption Agreement, and, if to the Employer, to the attention of the
     contact specified in Subsection 1.02(a) of the Adoption Agreement;

     (b) If to the Trustee, to it at the address set forth in Subsection 1.03(a)
     the Adoption Agreement;

or, in each case at such other address as the addressee shall have specified by
written notice delivered in accordance with the foregoing to the addressor's
then effective notice address.

     Any direction, notice or other communication provided to the Employer, the
Administrator or the Trustee by another party which is stipulated to be in
written form under the provisions of this Plan may also be provided in any
medium which is permitted under applicable law or regulation. Any written
communication or disclosure to Participants required under the provisions of
this Plan may be provided in any other medium (electronic, telephone or
otherwise) that is permitted under applicable law or regulation.

18.12. GOVERNING LAW. The Plan and the accompanying Adoption Agreement shall be
construed, administered and enforced according to ERISA, and to the extent not
preempted thereby, the laws of the Commonwealth of Massachusetts.

     Nothing contained in Sections 8.02, 19.01 or 19.05 or this Section 18.13
shall he construed in a manner which subjects a governmental plan (as defined in
Code Section 414(d)) or a non-electing church plan (as described in Code Section
410(d)) to the fiduciary provisions of Title I of ERISA.

ARTICLE 19. PLAN ADMINISTRATION.

19.01. POWERS AND RESPONSIBILITIES OF THE ADMINISTRATOR. The Administrator has
the full power and the full responsibility to administer the Plan in all of its
details, subject, however, to the requirements of ERISA. In addition to the
powers and authorities expressly conferred upon it in the Plan, the
Administrator shall have all such powers and authorities as may be necessary to
carry out the provisions of the Plan, including the discretionary power and
authority to interpret and construe the provisions of the Plan, such
interpretation to be final and conclusive on all persons claiming benefits under
the Plan; to make benefit determinations; to utilize the correction programs or
systems established by the Internal Revenue Service (such as the Employee Plans
Compliance and Resolution System) or the Department of Labor; and to resolve any
disputes arising under the Plan. The Administrator may, by written instrument,
allocate and delegate its fiduciary responsibilities in accordance with ERISA
Section 405, including allocation of such responsibilities to an administrative
committee formed to administer the Plan.

19.02. NONDISCRIMINATORY EXERCISE OF AUTHORITY. Whenever, in the administration
of the Plan, any discretionary action by the Administrator is required, the
Administrator shall exercise its authority in a nondiscriminatory manner so that
all persons similarly situated shall receive substantially the same treatment.



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19.03. CLAIMS AND REVIEW PROCEDURES. Except to the extent that the provisions of
any collective-bargaining agreement provide another method of resolving claims
for benefits under the Plan, the provisions of this Section 19.03 shall control
with respect to the resolution of such claims; provided, however, that the
Employer may institute alternative claims procedures that are more restrictive
on the Employer and more generous with respect to persons claiming a benefit
under the Plan.

     (a) Claims Procedure. Whenever a request for benefits under the Plan is
     wholly or partially denied, the Administrator shall notify the person
     claiming such benefits of its decision in writing. Such notification shall
     contain (1) specific reasons for the denial of the claim, (2) specific
     reference to pertinent Plan provisions, (3) a description of any additional
     material or information necessary for such person to perfect such claim and
     an explanation of why such material or information is necessary, and (4)
     information as to the steps to be taken if the person wishes to submit a
     request for review. Such notification shall be given within 90 days after
     the claim is received by the Administrator (or within 180 days, if special
     circumstances require an extension of time for processing the claim, and if
     written notice of such extension and circumstances is given to such person
     within the initial 90-day period). If such notification is not given within
     such period, the claim shall be considered denied as of the last day of
     such period and such person may request a review of his claim.

     (b) Review Procedure. Within 60 days after the date on which a person
     receives a written notice of a denied claim (or, if applicable, within 60
     days after the date on which such denial is considered to have occurred)
     such person (or his duly authorized representative) may (1) file a written
     request with the Administrator for a review of his denied claim and of
     pertinent documents and (2) submit written issues and comments to the
     Administrator. The Administrator shall notify such person of its decision
     in writing. Such notification shall be written in a manner calculated to be
     understood by such person and shall contain specific reasons for the
     decision as well as specific references to pertinent Plan provisions. The
     decision on review shall be made within 60 days after the request for
     review is received by the Administrator (or within 120 days, if special
     circumstances require an extension of time for processing the request, such
     as an election by the Administrator to hold a hearing, and if written
     notice of such extension and circumstances is given to such person within
     the initial 60-day period). If the decision on review is not made within
     such period, the claim shall be considered denied.

19.04. NAMED FIDUCIARY. The Administrator is a "named fiduciary" for purposes of
ERISA Section 402(a)(1) and has the powers and responsibilities with respect to
the management and operation of the Plan described herein.

19.05. COSTS OF ADMINISTRATION. Unless some or all are paid by the Employer, all
reasonable costs and expenses (including legal, accounting, and employee
communication fees) incurred by the Administrator and the Trustee in



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administering the Plan and Trust may be paid from the forfeitures (if any)
resulting under Section 11.08, or from the remaining Trust Fund. All such costs
and expenses paid from the Trust Fund shall, unless allocable to the Accounts of
particular Participants, be charged against the Accounts of all Participants on
a pro rata basis or in such other reasonable manner as may be directed by the
Employer and accepted by the Trustee.

ARTICLE 20. TRUST AGREEMENT.

20.01. ACCEPTANCE OF TRUST RESPONSIBILITIES. By executing the Adoption
Agreement, the Employer establishes a trust to hold the assets of the Plan that
are invested in Permissible Investments. By executing the Adoption Agreement,
the Trustee agrees to accept the rights, duties and responsibilities set forth
in this Article. If the Plan is an amendment and restatement of a prior plan,
the Trustee shall have no liability for and no duty to inquire into the
administration of the assets of the Plan for periods prior to the date such
assets are transferred to the Trust.

20.02. ESTABLISHMENT OF TRUST FUND. A trust is hereby established under the
Plan. The Trustee shall open and maintain a trust account for the Plan and, as
part thereof, Accounts for such individuals as the Employer shall from time to
time notify the Trustee are Participants in the Plan. The Trustee shall accept
and hold in the Trust Fund such contributions on behalf of Participants as it
may receive from time to time from the Employer. The Trust Fund shall be fully
invested and reinvested in accordance with the applicable provisions of the Plan
in Fund Shares or as otherwise provided in Section 20.10.

     The Trust is intended to qualify as a domestic trust in accordance with
Code Section 7701(a)(30)(E) and any regulations issued thereunder. Accordingly,
only United States persons (as defined in Code Section 7701(a)(30) may have the
authority to control all substantial decisions regarding the Trust (including
decisions to appoint, retain or replace the Trustee), unless the Plan filed a
domestic trust election pursuant to Treasury Regulation Section 301.7701-7(f) or
any subsequent guidance issued by the Internal Revenue Service, or except as
otherwise provided in applicable regulation or legislation.

20.03. EXCLUSIVE BENEFIT. The Trustee shall hold the assets of the Trust Fund
for the exclusive purpose of providing benefits to Participants and
Beneficiaries and defraying the reasonable expenses of administering the Plan.
No assets of the Plan shall revert to the Employer except as specifically
permitted by the terms of the Plan.

20.04. POWERS OF TRUSTEE. The Trustee shall have no discretion or authority with
respect to the investment of the Trust Fund but shall act solely as a directed
trustee of the funds contributed to it. In addition to and not in limitation of
such powers as the Trustee has by law or under any other provisions of the Plan,
the Trustee shall have the following powers, each of which the Trustee exercises
solely as directed Trustee in accordance with the written direction of the
Employer except to the extent a Plan asset is subject to Participant direction
of



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investment and provided that no such power shall be exercised in any manner
inconsistent with the provisions of ERISA:

     (a) to deal with all or any part of the Trust Fund and to invest all or a
     part of the Trust Fund in Permissible Investments, without regard to the
     law of any state regarding proper investment;

     (b) to transfer to and invest all or any part of the Trust in any
     collective investment trust which is then maintained by a bank or trust
     company (or any affiliate) and which is tax-exempt pursuant to Code Section
     501(a) and Rev. Rul. 81-100; provided that such collective investment trust
     is a Permissible Investment; and provided, further, that the instrument
     establishing such collective investment trust, as amended from time to
     time, shall govern any investment therein, and is hereby made a part of the
     Plan and this Trust Agreement to the extent of such investment therein;

     (c) to retain uninvested such cash as it may deem necessary or advisable,
     without liability for interest thereon, for the administration of the
     Trust;

     (d) to sell, lease, convert, redeem, exchange, or otherwise dispose of all
     or any part of the assets constituting the Trust Fund;

     (e) to borrow funds from a bank or other financial institution not
     affiliated with the Trustee in order to provide sufficient liquidity to
     process Plan transactions in a timely fashion, provided that the cost of
     borrowing shall be allocated in a reasonable fashion to the Permissible
     Investment(s) in need of liquidity;

     (f) to enforce by suit or otherwise, or to waive, its rights on behalf of
     the Trust, and to defend claims asserted against it or the Trust, provided
     that the Trustee is indemnified to its satisfaction against liability and
     expenses;

     (g) to employ such agents and counsel as may be reasonably necessary in
     collecting, managing, administering, investing, distributing and protecting
     the Trust Fund or the assets thereof and to pay them reasonable
     compensation;

     (h) to compromise, adjust and settle any and all claims against or in favor
     of it or the Trust;

     (i) to oppose, or participate in and consent to the reorganization, merger,
     consolidation, or readjustment of the finances of any enterprise, to pay
     assessments and expenses in connection therewith, and to deposit securities
     under deposit agreements;

     (j) to apply for or purchase annuity contracts in accordance with Article
     14;

     (k) to hold securities unregistered, or to register them in its own name or
     in the name of nominees;

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     (1) to appoint custodians to hold investments within the jurisdiction of
     the district courts of the United States and to deposit securities with
     stock clearing corporations or depositories or similar organizations;

     (m) to make, execute, acknowledge and deliver any and all instruments that
     it deems necessary or appropriate to carry out the powers herein granted;

     (n) generally to exercise any of the powers of an owner with respect to all
     or any part of the Trust Fund; and

     (o) to take all such actions as may be necessary under the Trust Agreement,
     to the extent consistent with applicable law.

     The Employer specifically acknowledges and authorizes that affiliates of
the Trustee may act as its agent in the performance of ministerial, nonfiduciary
duties under the Trust. The expenses and compensation of such agent shall be
paid by the Trustee.

     The Trustee shall provide the Employer with reasonable notice of any claim
filed against the Plan or Trust or with regard to any related matter, or of any
claim filed by the Trustee on behalf of the Plan or Trust or with regard to any
related matter.

20.05. ACCOUNTS. The Trustee shall keep full accounts of all receipts and
disbursements and other transactions hereunder. Within 120 days after the close
of each Plan Year, within 90 days after termination of the Trust, and at such
other times as may be appropriate, the Trustee shall determine the then net fair
market value of the Trust Fund as of the close of the Plan Year, as of the
termination of the Trust, or as of such other time, whichever is applicable, and
shall render to the Employer and Administrator an account of its administration
of the Trust during the period since the last such accounting, including all
allocations made by it during such period.

20.06. APPROVAL OF ACCOUNTS. To the extent permitted by law, the written
approval of any account by the Employer or Administrator shall be final and
binding, as to all matters and transactions stated or shown therein, upon the
Employer, Administrator, Participants and all persons who then are or thereafter
become interested in the Trust. The failure of the Employer or Administrator to
notify the Trustee within six months after the receipt of any account of its
objection to the account shall, to the extent permitted by law, be the
equivalent of written approval. If the Employer or Administrator files any
objections within such six month period with respect to any matters or
transactions stated or shown in the account, and the Employer or Administrator
and the Trustee cannot amicably settle the question raised by such objections,
the Trustee shall have the right to have such questions settled by judicial
proceedings. Nothing herein contained shall be construed so as to deprive the
Trustee of the right to have judicial settlement of its accounts. In any
proceeding for a judicial settlement of any account or for instructions, the
only necessary parties shall be the Trustee, the Employer and the Administrator.



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20.07. DISTRIBUTION FROM TRUST FUND. The Trustee shall make such distributions
from the Trust Fund as the Employer or Administrator may direct (in writing or
such other medium as may be acceptable to the Trustee), consistent with the
terms of the Plan and either for the exclusive benefit of Participants or their
Beneficiaries, or for the payment of expenses of administering the Plan.

20.08. TRANSFER OF AMOUNTS FROM QUALIFIED PLAN. If amounts are to be transferred
to the Plan from another qualified plan or trust under Code Section 401(a), such
transfer shall be made in accordance with the provisions of the Plan and with
such rules as may be established by the Trustee. The Trustee shall only accept
assets which are in a medium proper for investment under this Trust Agreement or
in cash, and that are accompanied in a timely manner, as agreed to by the
Administrator and the Trustee, by instructions in writing (or such other medium
as may be acceptable to the Trustee) showing separately the respective
contributions by the prior employer and the transferring Employee, the records
relating to such contributions, and identifying the assets attributable to such
contributions. The Trustee shall hold such assets for investment in accordance
with the provisions of this Trust Agreement.

20.09. TRANSFER OF ASSETS FROM TRUST. Subject to the provisions of the Plan, the
Employer may direct the Trustee to transfer all or a specified portion of the
Trust assets to any other plan or plans maintained by the Employer or the
employer or employers of an Inactive Participant or Participants, provided that
the Trustee has received evidence satisfactory to it that such other plan meets
all applicable requirements of the Code. The assets so transferred shall be
accompanied by written instructions from the Employer naming the persons for
whose benefit such assets have been transferred, showing separately the
respective contributions by the Employer and by each Participant, if any, and
identifying the assets attributable to the various contributions. The Trustee
shall have no further liabilities with respect to assets so transferred.

20.10. SEPARATE TRUST OR FUND FOR EXISTING PLAN ASSETS. With the consent of the
Trustee, the Employer may maintain a trust or fund (including a group annuity
contract) under this prototype plan document separate from the Trust Fund for
Plan assets purchased prior to the adoption of this prototype plan document
which are not Permissible Investments listed in the Service Agreement. The
Trustee shall have no authority and no responsibility for the Plan assets held
in such separate trust or fund. The Employer shall be responsible for assuring
that such separate trust or fund is maintained pursuant to a separate trust
agreement signed by the Employer and the trustee. The duties and
responsibilities of the trustee of a separate trust shall be provided by the
separate trust agreement, between the Employer and the trustee.

     Notwithstanding the preceding paragraph, the Trustee or an affiliate of the
Trustee may agree in writing to provide ministerial recordkeeping services for
guaranteed investment contracts held in the separate trust or fund. The
guaranteed investment contract(s) shall be valued as directed by the Employer or
the trustee of the separate trust.



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     The trustee of the separate trust (hereafter referred to as "trustee")
shall be the owner of any insurance contract purchased prior to the adoption of
this prototype plan document. The insurance contract(s) must provide that
proceeds shall be payable to the trustee; provided, however, that the trustee
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 shall be the designated
Beneficiary of the proceeds in all circumstances unless a qualified election has
been made in accordance with Article 14. Under no circumstances shall the trust
retain any part of the proceeds. In the event of any conflict between the terms
of the Plan and the terms of any insurance contract purchased hereunder, the
Plan provisions shall control.

     Any life insurance contracts held in the Trust Fund or in the separate
trust are subject to the following limits:

     (a) Ordinary life - 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 held, less
     than 1/2 of the aggregate employer contributions allocated to any
     Participant shall be used to pay the premiums attributable to them.

     (b) Term and universal life - No more than 1/4 of the aggregate employer
     contributions allocated to any participant shall 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.

     (c) Combination - The sum of 1/2 of the ordinary life insurance premiums
     and all other life insurance premiums shall not exceed 1/4 of the aggregate
     employer contributions allocated to any Participant.

20.11. SELF-DIRECTED BROKERAGE OPTION. If one of the Permissible Investments
under the Plan is the self-directed brokerage option, the Employer hereby
directs the Trustee to use Fidelity Brokerage Services LLC, Member NYSE, SIPC or
any of the Trustee's affiliates or subsidiaries (collectively, "FBS"), an
affiliate of the Trustee, to purchase or sell individual securities for
Participant Accounts in accordance with investment directions provided by such
Participants. The provision of brokerage services by FBS shall be subject to the
following:

     (a) The Trustee shall provide the Employer with an annual report which
     summarizes brokerage transactions and transaction-related charges incurred
     by the Plan.

     (b) Any successor organization of FBS, through reorganization,
     consolidation, merger, or otherwise, shall, upon consummation of such
     transaction, become the successor broker in accordance with the terms of
     this direction provision.

     (c) The Trustee and FBS shall continue to rely on this direction provision
     until notified to the contrary. The Employer reserves the right to
     terminate



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     this direction upon sixty (60) days written notice to FBS (or its
     successor) and the Trustee, and such termination shall also have the effect
     of terminating the self-directed brokerage option for the Plan.

     (d) The Trustee shall provide the Employer with a list of the types of
     securities that may not be purchased or held under this self-directed
     brokerage option. The Trustee shall provide the Employer with
     administrative procedures and fees governing investment in and withdrawals
     or exchanges from the self-directed brokerage option. The Trustee shall
     have no liability in the event a Participant purchases a restricted
     security.

     (e) Participants may authorize the use of an agent to have limited trading
     authority over assets in their Accounts invested under the self-directed
     brokerage option provided that the Participant completes and files with FBS
     a limited trading authorization and indemnification form in the form
     prescribed by FBS.

     (f) FBS shall provide all proxies and other shareholder materials to each
     Participant with such securities allocated to his or her Account under the
     self-directed brokerage option. The Participant shall have the authority to
     direct the exercise of all shareholder rights attributable to the
     securities allocated to his or her Account and it is intended that all such
     Participant directions shall be subject to ERISA Section 404(c). The
     Trustee shall not exercise any such shareholder rights in the absence of a
     direction from the Participant.

     (g) Self-directed brokerage accounts held under the Plan are subject to
     fees as more fully described in the related self-directed brokerage
     documents provided to the Employer. If there are insufficient funds to
     cover the self-directed brokerage account trades and expenses, a
     liquidation may be made to cover the debit balance and, in doing so, the
     Trustee shall not be deemed to have exercised any discretion.

20.12. EMPLOYER STOCK INVESTMENT OPTION. If one of the Permissible Investments
is equity securities issued by the Employer or a Related Employer ("Employer
Stock"), such Employer Stock must be publicly traded and "qualifying employer
securities" within the meaning of Section 401(d)(5) of ERISA. Plan investments
in Employer Stock shall be made via the Employer Stock Investment Fund (the
"Stock Fund") which shall consist of either (i) the shares of Employer Stock
held for each Participant who participates in the Stock Fund (a "Share
Accounting Stock Fund"), or (ii) a combination of shares of Employer Stock and
short-term liquid investments, consisting of mutual fund shares or commingled
money market pool units as agreed to by the Employer and the Trustee, which are
necessary to satisfy the Stock Fund's cash needs for transfers and payments (a
"Unitized Stock Fund"). Dividends received by the Stock Fund are reinvested in
additional shares of Employer Stock or, in the case of a Unitized Stock Fund, in
short-term liquid investments. The determination of whether each Participant's
interest in the Stock Fund is administered on a share-accounting or a unitized
basis shall be determined by the Employer's election in the Service Agreement.



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In the case of a Unitized Stock Fund, such units shall represent a proportionate
interest in all assets of the Unitized Stock Fund, which includes shares of
Employer Stock, short-term investments, and at times, receivables for dividends
and/or Employer Stock sold and payables for Employer Stock purchased. A net
asset value per unit shall be determined daily for each cash unit outstanding of
the Unitized Stock Fund. The return earned by the Unitized Stock Fund shall
represent a combination of the dividends paid on the shares of Employer Stock
held by the Unitized Stock Fund, gains or losses realized on sales of Employer
Stock, appreciation or depreciation in the market price of those shares owned,
and interest on the short-term investments held by the Unitized Stock Fund. A
target range for the short-term liquid investments shall be maintained for the
Unitized Stock Fund. The Named Fiduciary shall, after consultation with the
Trustee, establish and communicate to the Trustee in writing such target range
and a drift allowance for such short-term liquid investments. Such target range
and drift allowance may be changed by the Named Fiduciary, after consultation
with the Trustee, provided any such change is communicated to the Trustee in
writing. The Trustee is responsible for ensuring that the actual short-term
liquid investments held in the Unitized Stock Fund fall within the agreed upon
target range over time, subject to the Trustee's ability to execute open-market
trades in Employer Stock or to otherwise trade with the Employer.

     Investments in Employer Stock shall be subject to the following
limitations:

     (a) Acquisition Limit. Pursuant to the Plan, the Trust may be invested in
     Employer Stock to the extent necessary to comply with investment directions
     under Section 8.02 of the Plan. Notwithstanding the foregoing, effective
     for Deferral Contributions made for Plan Years beginning on or after
     January 1, 1999, the portion of a Participant's Deferral Contributions that
     the Employer may require to be invested in Employer Stock for a Plan Year
     cannot exceed one percent of such Participant's Compensation for the Plan
     Year.

     (b) Fiduciary Duty of Named Fiduciary. The Administrator or any person
     designated by the Administrator as a named fiduciary under Section 19.01
     (the "named fiduciary") shall continuously monitor the suitability under
     the fiduciary duty rules of ERISA Section 404(a)(1) (as modified by ERISA
     Section 404(a)(2)) of acquiring and holding Employer Stock. The Trustee
     shall not be liable for any loss, or by reason of any breach, which arises
     from the directions of the named fiduciary with respect to the acquisition
     and holding of Employer Stock, unless it is clear on their face that the
     actions to be taken under those directions would be prohibited by the
     foregoing fiduciary duty rules or would be contrary to the terms of the
     Plan or this Trust Agreement.

     (c) Execution of Purchases and Sales. Purchases and sales of Employer Stock
     shall be made on the open market on the date on which the Trustee receives
     in good order all information and documentation necessary to accurately
     effect such purchases and sales or (i) if later, in the case of purchases,
     the date on which the Trustee has received a transfer of the funds
     necessary to make such purchases, (ii) as otherwise provided in the Service
     Agreement, or (iii)



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     as provided in Subsection (d) below. Such general rules shall not apply in
     the following circumstances:

          (1) If the Trustee is unable to determine the number of shares
          required to be purchased or sold on such day;

          (2) If the Trustee is unable to purchase or sell the total number of
          shares required to be purchased or sold on such day as a result of
          market conditions; or

          (3) If the Trustee is prohibited by the Securities and Exchange
          Commission, the New York Stock Exchange, or any other regulatory body
          from purchasing or selling any or all of the shares required to be
          purchased or sold on such day.

          In the event of the occurrence of the circumstances described in (1)
     (2), or (3) above, the Trustee shall purchase or sell such shares as soon
     as possible thereafter and, in the case of a Share Accounting Stock Fund,
     shall determine the price of such purchases or sales to be the average
     purchase or sales price of all such shares purchased or sold, respectively.

     (d) Purchases and Sales from or to Employer. If directed by the Employer in
     writing prior to the trading date, the Trustee may purchase or sell
     Employer Stock from or to the Employer if the purchase or sale is for
     adequate consideration (within the meaning of ERISA Section 3(18)) and no
     commission is charged. If Employer contributions or contributions made by
     the Employer on behalf of the Participants under the Plan are to be
     invested in Employer Stock, the Employer may transfer Employer Stock in
     lieu of cash to the Trust. In such case, the shares of Employer Stock to be
     transferred to the Trust will be valued at a price that constitutes
     adequate consideration (within the meaning of ERISA Section 3(18)).

     (e) Use of Broker to Purchase Employer Stock. The Employer hereby directs
     the Trustee to use Fidelity Capital Markets, Inc., an affiliate of the
     Trustee, or any other affiliate or subsidiary of the Trustee (collectively,
     "Capital Markets"), to provide brokerage services in connection with all
     market purchases and sales of Employer Stock for the Stock Fund, except in
     circumstances where the Trustee has determined, in accordance with its
     standard trading guidelines or pursuant to Employer direction, to seek
     expedited settlement of trades. The Trustee shall provide the Employer with
     the commission schedule for such transactions, a copy of Capital Markets'
     brokerage placement practices, and an annual report which summarizes all
     securities transaction-related charges incurred by the Plan. The following
     shall apply as well:

          (1) Any successor organization of Capital Markets through
          reorganization, consolidation, merger, or similar transactions, shall,
          upon consummation of such transaction, become the successor broker in
          accordance with the terms of this provision.



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          (2) The Trustee shall continue to rely on this Employer direction
          until notified to the contrary. The Employer reserves the right to
          terminate this authorization upon sixty (60) days written notice to
          Capital Markets (or its successor) and the Trustee and the Employer
          and the Trustee shall decide on a mutually-agreeable alternative
          procedure for handling brokerage transactions on behalf of the Stock
          Fund.

     (f) Securities Law Reports. The named fiduciary shall be responsible for
     filing all reports required under Federal or state securities laws with
     respect to the Trust's ownership of Employer Stock; including, without
     limitation, any reports required under Section 13 or 16 of the Securities
     Exchange Act of 1934 and shall immediately notify the Trustee in writing of
     any requirement to stop purchases or sales of Employer Stock pending the
     filing of any report. The Trustee shall provide to the named fiduciary such
     information on the Trust's ownership of Employer Stock as the named
     fiduciary may reasonably request in order to comply with Federal or state
     securities laws.

     (g) Voting and Tender Offers. Notwithstanding any other provision of the
     Trust Agreement the provisions of this Subsection shall govern the voting
     and tendering of Employer Stock. For purposes of this Subsection, each
     Participant shall be designated as a named fiduciary under ERISA with
     respect to shares of Employer Stock that reflect that portion, if any, of
     the Participant's interest in the Stock Fund not acquired at the direction
     of the Participant in accordance with ERISA Section 404(c).

          The Employer, after consultation with the Trustee, shall provide and
     pay for all printing, mailing, tabulation and other costs associated with
     the voting and tendering of Employer Stock, except as required by law. The
     Trustee, after consultation with the Employer, shall prepare the necessary
     documents associated with the voting and tendering of Employer Stock,
     unless the Employer directs the Trustee not to do so.

          (1) Voting.

               (A) When the issuer of the Employer Stock prepares for any annual
               or special meeting, the Employer shall notify the Trustee thirty
               (30) days in advance of the intended record date and shall cause
               a copy of all proxy solicitation materials to be sent to the
               Trustee. If requested by the Trustee, the Employer shall certify
               to the Trustee that the aforementioned materials represent the
               same information that is distributed to shareholders of Employer
               Stock. Based on these materials the Trustee shall prepare a
               voting instruction form. At the time of mailing of notice of each
               annual or special stockholders' meeting of the issuer of the
               Employer Stock, the Employer shall cause a copy of the notice and
               all proxy solicitation materials to be sent to each Participant
               with an interest in Employer Stock held in the Trust, together
               with the foregoing voting instruction form to be returned to the
               Trustee or its designee. The form shall show the proportional
               interest in the



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               number of full and fractional shares of Employer Stock credited
               to the Participant's Sub-Accounts held in the Stock Fund. The
               Employer shall provide the Trustee with a copy of any materials
               provided to the Participants and shall (if the mailing is not
               handled by the Trustee) notify the Trustee that the materials
               have been mailed or otherwise sent to Participants.

               (B) Each Participant with an interest in the Stock Fund shall
               have the right to direct the Trustee as to the manner in which
               the Trustee is to vote (including not to vote) that number of
               shares of Employer Stock that is credited to his Account, if the
               Plan uses share accounting, or, if accounting is by units of
               participation, that reflects such Participant's proportional
               interest in the Stock Fund (both vested and unvested). Directions
               from a Participant to the Trustee concerning the voting of
               Employer Stock shall be communicated in writing, or by such other
               means mutually acceptable to the Trustee and the Employer. These
               directions shall be held in confidence by the Trustee and shall
               not be divulged to the Employer, or any officer or employee
               thereof, or any other person, except to the extent that the
               consequences of such directions are reflected in reports
               regularly communicated to any such persons in the ordinary course
               of the performance of the Trustee's services hereunder. Upon its
               receipt of the directions, the Trustee shall vote the shares of
               Employer Stock that reflect the Participant's interest in the
               Stock Fund as directed by the Participant. The Trustee shall not
               vote shares of Employer Stock that reflect a Participant's
               interest in the Stock Fund for which the Trustee has received no
               direction from the Participant, except as required by law.

          (2) Tender Offers.

               (A) Upon commencement of a tender offer for any securities held
               in the Trust that are Employer Stock, the Employer shall timely
               notify the Trustee in advance of the intended tender date and
               shall cause a copy of all materials to be sent to the Trustee.
               The Employer shall certify to the Trustee that the aforementioned
               materials represent the same information distributed to
               shareholders of Employer Stock. Based on these materials, and
               after consultation with the Employer, the Trustee shall prepare a
               tender instruction form and shall provide a copy of all tender
               materials to be sent to each Participant with an interest in the
               Stock Fund, together with the foregoing tender instruction form,
               to be returned to the Trustee or its designee. The tender
               instruction form shall show the number of full and fractional
               shares of Employer Stock credited to the Participant's Account,
               if the Plan uses share accounting, or, if accounting is by units
               of participation, that reflect the Participant's proportional
               interest in the Stock Fund (both vested and unvested). The
               Employer shall notify each Participant with an interest in such
               Employer Stock of the tender offer and utilize its best efforts
               to timely distribute or cause to be distributed to the



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               Participant the tender materials and the tender instruction form
               described herein. The Employer shall provide the Trustee with a
               copy of any materials provided to the Participants and shall (if
               the mailing is not handled by the Trustee) notify the Trustee
               that the materials have been mailed or otherwise sent to
               Participants.

               (B) Each Participant with an interest in the Stock Fund shall
               have the right to direct the Trustee to tender or not to tender
               some or all of the shares of Employer Stock that are credited to
               his Account, if the Plan uses share accounting, or, if accounting
               is by units of participation, that reflect such Participant's
               proportional interest in the Stock Fund (both vested and
               unvested). Directions from a Participant to the Trustee
               concerning the tender of Employer Stock shall be communicated in
               writing, or by such other means as is agreed upon by the Trustee
               and the Employer under the preceding paragraph. These directions
               shall be held in confidence by the Trustee and shall not be
               divulged to the Employer, or any officer or employee thereof, or
               any other person, except to the extent that the consequences of
               such directions are reflected in reports regularly communicated
               to any such persons in the ordinary course of the performance of
               the Trustee's services hereunder. The Trustee shall tender or not
               tender shares of Employer Stock as directed by the Participant.
               Except as otherwise required by law, the Trustee shall not tender
               shares of Employer Stock that are credited to a Participant's
               Account, if the Plan uses share accounting, or, if accounting is
               by units of participation, that reflect a Participant's
               proportional interest in the Stock Fund for which the Trustee has
               received no direction from the Participant.

               (C) A Participant who has directed the Trustee to tender some or
               all of the shares of Employer Stock that reflect the
               Participant's proportional interest in the Stock Fund may, at any
               time prior to the tender offer withdrawal date, direct the
               Trustee to withdraw some or all of such tendered shares, and the
               Trustee shall withdraw the directed number of shares from the
               tender offer prior to the tender offer withdrawal deadline. A
               Participant shall not be limited as to the number of directions
               to tender or withdraw that the Participant may give to the
               Trustee.

               (D) A direction by a Participant to the Trustee to tender shares
               of Employer Stock that reflect the Participant's proportional
               interest in the Stock Fund shall not be considered a written
               election under the Plan by the Participant to withdraw, or have
               distributed, any or all of his withdrawable shares. If the Plan
               uses share accounting, the Trustee shall credit to the
               Participant's Account the proceeds received by the Trustee in
               exchange for the shares of Employer Stock tendered from the
               Participant's Account. If accounting is by units of
               participation, the Trustee shall credit to each proportional
               interest of the Participant from which the tendered shares were
               taken the proceeds received by the Trustee in exchange for the



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               shares of Employer Stock tendered from that interest. Pending
               receipt of direction (through the Administrator) from the
               Participant or the named fiduciary, as provided in the Plan, as
               to which of the remaining Permissible Investments the proceeds
               should be invested in, the Trustee shall invest the proceeds in
               the Permissible Investment specified for such purposes in the
               Service Agreement or, if no such Permissible Investment has been
               specified, the most conservative Permissible Investment
               designated by the Employer in the Service Agreement.

     (h) Shares Credited. If accounting with respect to the Stock Fund is by
     units of participation, then for all purposes of this Section 20.12, the
     number of shares of Employer Stock deemed "reflected" in a Participant's
     proportional interest shall be determined as of the last preceding
     valuation date. The trade date is the date the transaction is valued.

     (i) General. With respect to all rights other than the right to vote, the
     right to tender, and the right to withdraw shares previously tendered, in
     the case of Employer Stock credited to a Participant's Account or
     proportional interest in the Stock Fund, the Trustee shall follow the
     directions of the Participant and if no such directions are received, the
     directions of the named fiduciary. The Trustee shall have no duty to
     solicit directions from Participants.

     (j) Conversion. All provisions in this Section 20.12 shall also apply to
     any securities received as a result of a conversion to Employer Stock.

20.13. VOTING; DELIVERY OF INFORMATION. The Trustee shall deliver, or cause to
be executed and delivered, to the Employer or Administrator all notices,
prospectuses, financial statements, proxies and proxy soliciting materials
received by the Trustee relating to securities held by the Trust or, if
applicable, deliver these materials to the appropriate participant or the
Beneficiary of a deceased Participant. The Trustee shall not vote any securities
held by the Trust except in accordance with the instructions of the Employer,
Participant, or the Beneficiary of the Participant if the Participant is
deceased; provided, however, that the Trustee may, in the absence of
instructions, vote "present" for the sole purpose of allowing such shares to be
counted for establishment of a quorum at a shareholders' meeting. The Trustee
shall have no duty to solicit instructions from Participants, Beneficiaries, or
the Employer.

20.14. COMPENSATION AND EXPENSES OF TRUSTEE. The Trustee's fee for performing
its duties hereunder shall be such reasonable amounts as the Trustee may from
time to time specify in the Service Agreement or any other written agreement
with the Employer. Such fee, any taxes of any kind which may be levied or
assessed upon or with respect to the Trust Fund, and any and all expenses,
including without limitation legal fees and expenses of administrative and
judicial proceedings, reasonably incurred by the Trustee in connection with its
duties and responsibilities hereunder shall, unless some or all have been paid
by said Employer, be paid either from forfeitures resulting under Section 11.08,
or from



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the remaining Trust Fund and shall, unless allocable to the Accounts of
particular Participants, be charged against the respective Accounts of all
Participants, in such reasonable manner as the Trustee may determine.

20.15. RELIANCE BY TRUSTEE ON OTHER PERSONS. The Trustee may rely upon and act
upon any writing from any person authorized by the Employer or the Administrator
pursuant to the Service Agreement or any other written direction to give
instructions concerning the Plan and may conclusively rely upon and be protected
in acting upon any written order from the Employer or the Administrator or upon
any other notice, request, consent, certificate, or other instructions or paper
reasonably believed by it to have been executed by a duly authorized person, so
long as it acts in good faith in taking or omitting to take any such action. The
Trustee need not inquire as to the basis in fact of any statement in writing
received from the Employer or the Administrator.

     The Trustee shall be entitled to rely on the latest certificate it has
received from the Employer or the Administrator as to any person or persons
authorized to act for the Employer or the Administrator hereunder and to sign on
behalf of the Employer or the Administrator any directions or instructions,
until it receives from the Employer or the Administrator written notice that
such authority has been revoked.

     Notwithstanding any provision contained herein, the Trustee shall be under
no duty to take any action with respect to any Participant's Account (other than
as specified herein) unless and until the Employer or the Administrator
furnishes the Trustee with written instructions on a form acceptable to the
Trustee, and the Trustee agrees thereto in writing. The Trustee shall not be
liable for any action taken pursuant to the Employer's or the Administrator's
written instructions (nor for the collection of contributions under the Plan,
nor the purpose or propriety of any distribution made thereunder).

20.16. INDEMNIFICATION BY EMPLOYER. The Employer shall indemnify and save
harmless the Trustee, and all affiliates, employees, agents and sub-contractors
of the Trustee, from and against any and all liability or expense (including
reasonable attorneys' fees) to which the Trustee, or such other individuals or
entities, may be subjected by reason of any act or conduct being taken in the
performance of any Plan-related duties, including those described in this Trust
Agreement and the Service Agreement, unless such liability or expense results
from the Trustee's, or such other individuals' or entities', negligence or
willful misconduct.

20.17. CONSULTATION BY TRUSTEE WITH COUNSEL. The Trustee may consult with legal
counsel (who may be but need not be counsel for the Employer or the
Administrator) concerning any question which may arise with respect to its
rights and duties under the Plan and Trust, and the opinion of such counsel
shall, to the extent permitted by law, be full and complete protection in
respect of any action taken or omitted by the Trustee hereunder in good faith
and in accordance with the opinion of such counsel.



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20.18. PERSONS DEALING WITH THE TRUSTEE. No person dealing with the Trustee
shall be bound to see to the application of any money or property paid or
delivered to the Trustee or to inquire into the validity or propriety of any
transactions.

20.19. RESIGNATION OR REMOVAL OF TRUSTEE. The Trustee may resign at any time by
written notice to the Employer, which resignation shall be effective 60 days
after delivery to the Employer. The Trustee may be removed by the Employer by
written notice to the Trustee, which removal shall be effective 60 days after
delivery to the Trustee or such shorter period as may be mutually agreed upon by
the Employer and the Trustee.

     Except in the case of Plan termination, upon resignation or removal of the
Trustee, the Employer shall appoint a successor trustee. Any such successor
trustee shall, upon written acceptance of his appointment, become vested with
the estate, rights, powers, discretion, duties and obligations of the Trustee
hereunder as if he had been originally named as Trustee in this Agreement.

     Upon resignation or removal of the Trustee, the Employer shall no longer
participate in this prototype plan and shall be deemed to have adopted an
individually designed plan. In such event, the Employer shall appoint a
successor trustee within said GO-day period and the Trustee shall transfer the
assets of the Trust to the successor trustee upon receipt of sufficient evidence
(such as a determination letter or opinion letter from the Internal Revenue
Service or an opinion of counsel satisfactory to the Trustee) that such trust
shall be a qualified trust under the Code.

     The appointment of a successor trustee shall be accomplished by delivery to
the Trustee of written notice that the Employer has appointed such successor
trustee, and written acceptance of such appointment by the successor trustee.
The Trustee may, upon transfer and delivery of the Trust Fund to a successor
trustee, reserve such reasonable amount as it shall deem necessary to provide
for its fees, compensation, costs and expenses, or for the payment of any other
liabilities chargeable against the Trust Fund for which it may be liable. The
Trustee shall not be liable for the acts or omissions of any successor trustee.

20.20. FISCAL YEAR OF THE TRUST. The fiscal year of the Trust shall coincide
with the Plan Year.

20.21. DISCHARGE OF DUTIES BY FIDUCIARIES. The Trustee and the Employer and any
other fiduciary shall discharge their duties under the Plan and this Trust
Agreement solely in the interests of Participants and their Beneficiaries in
accordance with the requirements of ERISA.

20.22. AMENDMENT. In accordance with provisions of the Plan, and subject to the
limitations set forth therein, this Trust Agreement may be amended by an
instrument in writing signed by the Employer and the Trustee. No amendment to
this Trust Agreement shall divert any part of the Trust Fund to any purpose
other than as provided in Section 20.03.


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20.23. PLAN TERMINATION. Upon termination or partial termination of the Plan or
complete discontinuance of contributions thereunder, the Trustee shall make
distributions to the Participants or other persons entitled to distributions as
the Employer or Administrator directs in accordance with the provisions of the
Plan. In the absence of such instructions and unless the Plan otherwise
provides, the Trustee shall notify the Employer or Administrator of such
situation and the Trustee shall be under no duty to make any distributions under
the Plan until it receives written instructions from the Employer or
Administrator. Upon the completion of such distributions, the Trust shall
terminate, the Trustee shall be relieved from all liability under the Trust, and
no Participant or other person shall have any claims thereunder, except as
required by applicable law.

20.24. PERMITTED REVERSION OF FUNDS TO EMPLOYER. If it is determined by the
Internal Revenue Service that the Plan does not initially qualify under Code
Section 401, all assets then held under the Plan shall be returned by the
Trustee, as directed by the Administrator, to the Employer, but only if the
application for determination is made by the time prescribed by law for filing
the Employer's return for the taxable year in which the Plan was adopted or such
later date as may be prescribed by regulations. Such distribution shall be made
within one year after the date the initial qualification is denied. Upon such
distribution the Plan shall be considered to be rescinded and to be of no force
or effect.

     Contributions under the Plan are conditioned upon their deductibility under
Code Section 404. In the event the deduction of a contribution made by the
Employer is disallowed under Code Section 404, such contribution (to the extent
disallowed) must be returned to the Employer within one year of the disallowance
of the deduction.

     Any contribution made by the Employer because of a mistake of fact must be
returned to the Employer within one year of the contribution.

20.25. GOVERNING LAW. This Trust Agreement shall be construed, administered and
enforced according to ERISA and, to the extent not preempted thereby, the laws
of the Commonwealth of Massachusetts.

     Nothing contained in Sections 20.04, 20.13 or 20.21 or this Section 20.25
shall be construed in a manner which subjects a governmental plan (as defined in
Code Section 414 (d)) or a non-electing church plan (as described in Code
Section 410(d)) to the fiduciary provisions of Title I of ERISA.

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                                    ADDENDUM

IRS Model Amendment for Proposed Regulations Under Section 401(a)(9) of the
Internal Revenue Code


               Distributions for Calendar Years Beginning on or After 2002. With
               respect to distributions under the Plan for calendar years
               beginning on or after January 1, 2002, the Plan will apply the
               minimum distribution requirements of section 401(a)(9) of the
               Internal Revenue Code in accordance with the regulations under
               section 401(a)(9) that were proposed on January 17, 2001,
               notwithstanding any provision of the Plan to the contrary. This
               amendment shall continue in effect until the end of the last
               calendar year beginning before the effective date of final
               regulations under section 401(a)(9) or such other date as may be
               specified in guidance published by the Internal Revenue Service.



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                        THE CORPORATEPLAN FOR RETIREMENT(SM)
                                    ADDENDUM
          RE: ECONOMIC GROWTH AND TAX RELIEF RECONCILIATION ACT OF 2001
                                   ("EGTRRA")
                AMENDMENTS FOR FIDELITY BASIC PLAN DOCUMENT NO. 02


PREAMBLE

ADOPTION AND EFFECTIVE DATE OF AMENDMENT. This amendment of the Plan is adopted
to reflect certain provisions of the Economic Growth and Tax Relief
Reconciliation Act of 2001 ("EGTRRA"). This amendment is intended as good faith
compliance with the requirements of EGTRRA and is to be construed in accordance
with EGTRRA and guidance issued thereunder. Except as otherwise provided below,
this amendment shall be effective as of the first day of the first plan year
beginning after December 31, 2001.

SUPERSESSION OF INCONSISTENT PROVISIONS. This amendment shall supersede the
provisions of the Plan to the extent those provisions are inconsistent with the
provisions of this amendment.

1.   Section 2.01(j), "Compensation," is hereby amended by adding the following
     paragraph to the end thereof:

               Notwithstanding anything herein to the contrary, the annual
               Compensation of each Participant taken into account in
               determining allocations for any Plan Year beginning after
               December 31, 2001, shall not exceed $200,000, as adjusted for
               cost-of-living increases in accordance with Code Section
               401(a)(17)(B). Annual Compensation means Compensation during the
               Plan Year or such other consecutive 12-month period over which
               Compensation is otherwise determined under the Plan (the
               determination period). The cost-of-living adjustment in effect
               for a calendar year applies to annual Compensation for the
               determination period that begins with or within such calendar
               year.

2.   Section 2.01(j), "Deferral Contribution," is hereby amended by replacing
     the period with a semicolon and adding the following to the end thereof:

               provided, however, that the term 'Deferral Contribution' shall
               exclude all catch-up contributions as described in Section
               5.03(b)(1) for purposes of Matching Employer Contributions as
               described in Section 1.10 of the Adoption Agreement, unless
               otherwise elected by the Employer in Section (c) of the EGTRRA
               Amendments Addendum to the Adoption Agreement.

3.   Section 2.01(tt) "Rollover Contribution" is hereby amended as follows:

               'Rollover Contribution' means any distribution from an eligible
               retirement plan as defined in Section 5.06 that an Employee
               elects to contribute to the Plan in accordance with the terms of
               such Section 5.06.

4.   The existing text of Section 5.03 is hereby redesignated as Section
     5.03(a), and a new Section 5.03(b) is hereby added to read as follows

               (b)  CATCH-UP CONTRIBUTIONS.

                    (1)  If elected by the Employer in Section (a) of the EGTRRA
                         Amendments Addendum to the Adoption Agreement, all
                         Participants who are eligible to make Deferral
                         Contributions under the Plan and who are projected to
                         attain age 50 before the close of the calendar year
                         shall be eligible to make catch-up contributions in
                         accordance with, and subject to the limitations of,
                         Code Section 414(v). Such catch-up contributions shall
                         not be taken into account for purposes of the
                         provisions of the Plan implementing the required
                         limitations of Code Sections 402(g) and 415. The Plan
                         shall not be treated as failing to satisfy the
                         provisions of the Plan implementing the requirements of
                         Code Section



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                         401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416, as
                         applicable, by reason of the making of such catch-up
                         contributions.

                    (2)  Unless otherwise elected by the Employer in Section (b)
                         of the EGTRRA Amendments Addendum to the Adoption
                         Agreement, if the Plan permits catch-up contributions,
                         as described in paragraph (1) above on April 1, 2002,
                         then, notwithstanding anything herein to the contrary,
                         effective April 1, 2002, the limit on Deferral
                         Contributions, as otherwise provided in Section
                         1.07(a)(1) (the "Plan Limit") shall be 60% of
                         Compensation for the payroll period in question,
                         provided, however, that this Section 5.03(b)(2) shall
                         be inapplicable if the Plan's Section 1.01(g)(2)(B)
                         Amendment Effective Date is after April 1,2002.

                    (3)  In the event that the Plan Limit is changed during the
                         Plan Year, for purposes of determining catch-up
                         contributions for the Plan Year, as described in
                         paragraph (1) above, the Plan Limit shall be determined
                         pursuant to the time-weighted average method described
                         in Proposed Income Tax Regulation Section
                         1.414(v)-1(b)(2)(i).

5.   Section 5.06 is hereby amended to add the following paragraph to the end
     thereof:

               Unless otherwise elected by the Employer in Section (e) of the
               EGTRRA Amendments Addendum to the Adoption Agreement, the Plan
               will accept Participant Rollover Contributions and/or direct
               rollovers of distributions made after December 31, 2001
               (including Rollover Contributions received by the Participant as
               a surviving spouse, or a spouse or former spouse who is an
               alternate payee under a qualified domestic relations order), from
               the following types of plans:

               (a)  a qualified plan described in Code Section 401(a) or 403(a),
                    including after-tax employee contributions (provided,
                    however, that any such after-tax employee contributions must
                    be contributed in a direct rollover);

               (b)  an annuity contract described in Code Section 403(b),
                    excluding after-tax employee contributions;

               (c)  an eligible plan under Code Section 457(b) that is
                    maintained by a state, political subdivision of a state, or
                    any agency or instrumentality of a state or political
                    subdivision of a state; and

               (d)  Participant Rollover Contributions of the portion of a
                    distribution from an individual retirement account or
                    annuity described in Code Section 408(a) or 408(b) that is
                    eligible to be rolled over and would otherwise be includible
                    in gross income, provided, however, that the Plan will in no
                    event accept a rollover contribution consisting of
                    nondeductible individual retirement account or annuity
                    contributions.

6.   The first paragraph of Section 6.02 is hereby amended by replacing the
     first sentence thereof with the following:

               In no event shall the amount of Deferral Contributions made under
               the Plan for a calendar year, when aggregated with the 'elective
               deferrals' made under any other plan maintained by the Employer
               or a Related Employer, exceed the dollar limitation contained in
               Code Section 402(g) in effect at the beginning of such calendar
               year, except to the extent permitted under Section 5.03(b)(1) and
               Code Section 414(v), if applicable.

7.   Section 6.08 is hereby amended by adding the following sentence to the end
     thereof:

               Notwithstanding anything herein to the contrary, the multiple use
               test described in Treasury Regulation Section 1.401(m)-2 and this
               Section 6.08 shall not apply for Plan Years beginning after
               December 31,2001.

8.   Section 6.12 is hereby amended by adding a new subsection 6.12(e) thereto
     as follows:

               (e)  Maximum Annual Additions for Limitation Years Beginning
                    After December 31, 2001. Notwithstanding anything herein to
                    the contrary, this subsection (e) shall be effective for
                    Limitation Years beginning after December 31, 2001. Except
                    to the extent permitted under Section 5.03(b)(1) and Code
                    Section 414(v),

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                    if applicable, the 'annual additions' that may be
                    contributed or allocated to a Participant's Account under
                    the Plan for any Limitation Year shall not exceed the lesser
                    of:

                    (1)  $40,000, as adjusted for increases in the
                         cost-of-living under Code Section 415(d), or

                    (2)  100 percent of the Participant's compensation, within
                         the meaning of Code Section 415(c)(3), for the
                         Limitation Year.

                    The compensation limit referred to in (2) shall not apply to
                    any contribution for medical benefits after separation from
                    service (within the meaning of Code Section 401(h) or
                    419A(f)(2)) that is otherwise treated as an 'annual
                    addition'.

9.   Section 9.04 is hereby amended by replacing the final period in the first
     paragraph with a semi-colon and adding the following to the end thereof:

               provided, however, that notwithstanding anything herein to the
               contrary, effective for Plan loans made after December 31, 2001,
               Plan provisions prohibiting loans to any 'owner-employee' or
               'shareholder-employee' shall cease to apply.

10.  Section 10.05(b)(2) is hereby amended by replacing the semicolon with a
     period and adding the following to the end thereof:

               Notwithstanding anything herein to the contrary, the rule in this
               Section 10.05(b)(2) shall be applied to a Participant who
               receives a distribution after December 31, 2001, on account of
               hardship, by substituting the phrase 'the 6-month period' for the
               phrase 'the 12-month period'.

11.  Section 10.05(b)(4) is hereby amended by adding the following phrase to the
     beginning thereof:

               Effective for calendar years beginning before January 1, 2002,
               for a Participant who received a hardship distribution before
               January 1, 2001,

12.  The existing text of Section 11.05 is hereby redesignated as Section
     11.05(a), and a new Section 11.05(b) is hereby added to read as follows:

               (b)  VESTING OF MATCHING EMPLOYER CONTRIBUTIONS. Notwithstanding
                    anything herein to the contrary, the vesting schedule
                    elected by the Employer in Section (d)(1) of the EGTRRA
                    Amendments Addendum to the Adoption Agreement shall apply to
                    all accrued benefits derived from Matching Employer
                    Contributions for Participants who complete an Hour of
                    Service in a Plan Year beginning after December 31, 2001,
                    except as otherwise elected by the Employer in Section
                    (d)(2) or Section (d)(3) of the EGTRRA Amendments Addendum
                    to the Adoption Agreement. With respect to Participants
                    covered by a collective bargaining agreement, the vesting
                    schedule elected in Section (d)(1) of the EGTRRA Amendments
                    Addendum to the Adoption Agreement shall take effect on a
                    later date if so elected in Section (d)(2). If so elected in
                    Section (d)(3) of the EGTRRA Amendments Addendum to the
                    Adoption Agreement, the vesting schedule elected in Section
                    (d)(1) shall apply only to the accrued benefits derived from
                    Matching Employer Contributions made with respect to Plan
                    Years beginning after December 31, 2001 (or such later date
                    as maybe provided in Section (d)(2) for Participants covered
                    by a collective bargaining agreement).

13.  The existing text of Section 12.01 is hereby redesignated as Section
     12.01(a), current subsections (a), (b), and (c) thereof are redesignated as
     paragraphs (1), (2), and (3), respectively, and the first sentence thereof
     is replaced with the following:

               Subject to the application of Section 12.01(b), a Participant or
               his Beneficiary may not receive a distribution from his Deferral
               Contributions, Qualified Nonelective Employer Contributions,
               Qualified Matching Employer Contributions, safe harbor Matching
               Employer Contributions or safe harbor Nonelective Employer
               Contributions Accounts earlier than upon the Participant's
               separation from service with the Employer and all Related
               Employers, death, or disability, except as otherwise provided in
               Article 10 or Section 12.04.



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14.  Section 12.01 is hereby amended by adding a new subsection (b) to the end
     thereof:

               (b) If elected by the Employer in Section (f) of the EGTRRA
               Amendments Addendum to the Adoption Agreement, notwithstanding
               subsection (a) of this Section 12.01, a Participant, or his
               Beneficiary, may receive a distribution after December 31, 2001
               (or such later date as specified therein), from his Deferral
               Contributions, Qualified Nonelective Employer Contributions,
               Qualified Matching Employer Contributions, safe harbor Matching
               Employer Contributions or safe harbor Nonelective Employer
               Contributions Accounts on account of the Participant's severance
               from employment occurring after the dates specified in Section
               (f) of the EGTRRA Amendments Addendum to the Adoption Agreement.

15.  Section 13.04 is hereby amended by adding the following paragraph to the
     end thereof:

               Notwithstanding anything herein to the contrary, the following
               provisions shall apply to distributions made after December 31,
               2001:

               (i)     Modification of definition of eligible retirement plan.
                       For purposes of this Section 13.04, an 'eligible
                       retirement plan' shall also mean an annuity contract
                       described in Code Section 403(b) and an eligible deferred
                       compensation plan under Code Section 457(b) that is
                       maintained by a state, political subdivision of a state,
                       or any agency or instrumentality of a state or political
                       subdivision of a state and which agrees to separately
                       account for amounts transferred into such plan from this
                       Plan. The definition of 'eligible retirement plan' shall
                       also apply in the case of a distribution to a surviving
                       spouse, or to a spouse or former spouse who is the
                       alternate payee under a qualified domestic relations
                       order, as defined in Code Section 414(p).

               (ii)    Modification of definition of eligible rollover
                       distribution to exclude hardship distributions. For
                       purposes of this Section 13.04, any amount that is
                       distributed on account of hardship shall not be an
                       'eligible rollover distribution' and the 'distributee'
                       may not elect to have any portion of such a distribution
                       paid directly to an 'eligible retirement plan.'

               (iii)   Modification of definition of eligible rollover
                       distribution to include after-tax Employee Contributions.
                       For purposes of this Section 13.04, a portion of a
                       distribution shall not fail to be an "eligible rollover
                       distribution" merely because the portion consists of
                       after-tax Employee Contributions which are not includible
                       in gross income. However, such portion may be transferred
                       only to an individual retirement account or annuity
                       described in Code Section 408(a) or (b), or to a
                       qualified defined contribution plan described in Code
                       Section 401(a) or 403(a) that agrees to separately
                       account for amounts so transferred, including separately
                       accounting for the portion of such distribution which is
                       includible in gross income and the portion of such
                       distribution which is not so includible.

16.  Article 15 is hereby amended by adding a new Section 15.08 at the end
     thereof as follows:

               15.08. MODIFICATION OF TOP-HEAVY PROVISIONS. Notwithstanding
               anything herein to the contrary, this Section 15.08 shall apply
               for purposes of determining whether the Plan is a top-heavy plan
               under Code Section 416(g) for Plan Years beginning after December
               31, 2001, and whether the Plan satisfies the minimum benefits
               requirements of Code Section 416(c) for such years. This Section
               modifies the rules in this Article 15 of the Plan for Plan Years
               beginning after December 31, 2001.

               (a) Determination of top-heavy status.

                   (1) Key employee. Key employee means any Employee or former
               Employee (including any deceased Employee) who at any time during
               the Plan Year that includes the determination date was an officer
               of the Employer having annual compensation greater than $130,000
               (as adjusted under Code Section 416(i)(1) for Plan Years
               beginning after December 31, 2002), a 5-percent owner of the
               Employer, or a 1-percent owner of the Employer having annual
               compensation of more than $150,000. For this purpose, annual
               compensation means compensation within the meaning of Code
               Section 415(c)(3). The determination of who is a key employee
               will



                               (C) 2001 FMR Corp.

                              All rights reserved.

                                        4
<PAGE>
               be made in accordance with Code Section 416(i)(1) and the
               applicable regulations and other guidance of general
               applicability issued thereunder.

                    (2) Determination of present values and amounts. This
               Section 15.08(a)(2) shall apply for purposes of determining the
               present values of accrued benefits and the amounts of account
               balances of Employees as of the determination date.

                       (A) Distributions during year ending on the determination
               date. The present values of accrued benefits and the amounts of
               account balances of an Employee as of the determination date
               shall be increased by the distributions made with respect to the
               Employee under the Plan and any plan aggregated with the Plan
               under Code Section 416(g)(2) during the 1-year period ending on
               the determination date. The preceding sentence shall also apply
               to distributions under a terminated plan which, had it not been
               terminated, would have been aggregated with the Plan under Code
               Section 416(g)(2)(A)(i). In the case of a distribution made for a
               reason other than separation from service, death, or disability,
               this provision shall be applied by substituting the phrase
               "5-year period" for the phrase "1-year period."

                       (B) Employees not performing services during year ending
               on the determination date. The accrued benefits and accounts of
               any individual who has not performed services for the Employer
               during the 1-year period ending on the determination date shall
               not be taken into account.

               (b) Minimum benefits.

                    (1)  Matching contributions. Matching Employer Contributions
                         shall be taken into account for purposes of satisfying
                         the minimum contribution requirements of Code Section
                         416(c)(2) and the Plan. The preceding sentence shall
                         apply with respect to Matching Employer Contributions
                         under the Plan or, if the Plan provides that the
                         minimum contribution requirement shall be met in
                         another plan, such other plan. Matching Employer
                         Contributions that are used to satisfy the minimum
                         contribution requirements shall be treated as matching
                         contributions for purposes of the actual contribution
                         percentage test and other requirements of Code Section
                         401(m).

                    (2)  Contributions under other plans. The Employer may
                         provide in the Adoption Agreement that the minimum
                         benefit requirement shall be met in another plan
                         (including another plan that consists solely of a cash
                         or deferred arrangement which meets the requirements of
                         Code Section 401(k)(12) and matching contributions with
                         respect to which the requirements of Code Section
                         401(m)(11) are met).

               (c) Other Modifications. The top-heavy requirements of Code
               Section 416 and this Article 15 shall not apply in any year
               beginning after December 31, 2001, in which the Plan consists
               solely of a cash or deferred arrangement which meets the
               requirements of Code Section 401(k)(12) and Matching Employer
               Contributions with respect to which the requirements of Code
               Section 401(m)(11) are met.



                               (C) 2001 FMR Corp.

                              All rights reserved.

                                        5