<PAGE>












                 PROTOTYPE CASH OR DEFERRED PROFIT-SHARING PLAN
                           AND TRUST/CUSTODIAL ACCOUNT




                                  SPONSORED BY


                             THE FROST NATIONAL BANK

                             BASIC PLAN DOCUMENT #04

















                                                                  FEBRUARY 1993





COPYRIGHT 1993  MCKAY HOCHMAN CO., INC.

<PAGE>

THIS DOCUMENT IS COPYRIGHTED UNDER THE LAWS OF THE UNITED STATES. USE,
DUPLICATION OR REPRODUCTION, INCLUDING THE USE OF ELECTRONIC MEANS, IS
PROHIBITED BY LAW WITHOUT THE EXPRESS CONSENT OF THE AUTHOR.


                                       TABLE OF CONTENTS
                                       -----------------


<TABLE>
<CAPTION>

   PARAGRAPH                                                                                  PAGE
   ---------                                                                                  ----
   <S>             <C>                                                                        <C>


                                           ARTICLE I
                                          DEFINITIONS


      1.1          Actual Deferral Percentage                                                   1
      1.2          Adoption Agreement                                                           1
      1.3          Aggregate Limit                                                              1
      1.4          Annual Additions                                                             2
      1.5          Annuity Starting Date                                                        2
      1.6          Applicable Calendar Year                                                     2
      1.7          Applicable Life Expectancy                                                   2
      1.8          Average Contribution Percentage (ACP)                                        3
      1.9          Average Deferral Percentage (ADP)                                            3
      1.10         Break In Service                                                             3
      1.11         Code                                                                         3
      1.12         Compensation                                                                 3
      1.13         Contribution Percentage                                                      5
      1.14         Custodian                                                                    5
      1.15         Defined Benefit Plan                                                         5
      1.16         Defined Benefit (Plan) Fraction                                              5
      1.17         Defined Contribution Dollar Limitation                                       6
      1.18         Defined Contribution Plan                                                    6
      1.19         Defined Contribution (Plan) Fraction                                         6
      1.20         Designated Beneficiary                                                       6
      1.21         Disability                                                                   6
      1.22         Distribution Calendar Year                                                   6
      1.23         Early Retirement Age                                                         6
      1.24         Earned Income                                                                7
      1.25         Effective Date                                                               7
      1.26         Election Period                                                              7
      1.27         Elective Deferral                                                            7
      1.28         Eligible Participant                                                         7
      1.29         Employee                                                                     7
      1.30         Employer                                                                     7
      1.31         Entry Date                                                                   8
      1.32         Excess Aggregate Contributions                                               8
      1.33         Excess Amount                                                                8
      1.34         Excess Contribution                                                          8
      1.35         Excess Elective Deferrals                                                    8
      1.36         Family Member                                                                8
      1.37         First Distribution Calendar Year                                             8

<PAGE>

      1.38         Fund                                                                         8
      1.39         Hardship                                                                     8
      1.40         Highest Average Compensation                                                 9
      1.41         Highly Compensated Employee                                                  9
      1.42         Hour Of Service                                                              9
      1.43         Key Employee                                                                 10
      1.44         Leased Employee                                                              10
      1.45         Limitation Year                                                              10
      1.47         Matching Contribution                                                        11
      1.48         Maximum Permissible Amount                                                   11
      1.49         Net Profit                                                                   11
      1.50         Normal Retirement Age                                                        11
      1.51         Owner-Employee                                                               11
      1.52         Paired Plans                                                                 11
      1.53         Participant                                                                  11
      1.54         Participant's Benefit                                                        11
      1.55         Permissive Aggregation Group                                                 12
      1.56         Plan                                                                         12
      1.57         Plan Administrator                                                           12
      1.58         Plan Year                                                                    12
      1.59         Present Value                                                                12
      1.60         Projected Annual Benefit                                                     11
      1.61         Qualified Deferred Compensation Plan                                         11
      1.62         Qualified Domestic Relations Order                                           12
      1.63         Qualified Early Retirement Age                                               12
      1.64         Qualified Joint And Survivor Annuity                                         13
      1.65         Qualified Matching Contribution                                              13
      1.66         Qualified Non-Elective Contributions                                         13
      1.67         Qualified Voluntary Contribution                                             13
      1.68         Required Aggregation Group                                                   13
      1.69         Required Beginning Date                                                      13
      1.70         Rollover Contribution                                                        13
      1.71         Salary Savings Agreement                                                     14
      1.72         Self-Employed Individual                                                     14
      1.73         Service                                                                      14
      1.74         Shareholder Employee                                                         14
      1.75         Simplified Employee Pension Plan                                             14
      1.76         Sponsor                                                                      14
      1.77         Spouse (Surviving Spouse)                                                    14
      1.78         Super Top-Heavy Plan                                                         14
      1.79         Taxable Wage Base                                                            14
      1.80         Top-Heavy Determination Date                                                 14
      1.81         Top-Heavy Plan                                                               14
      1.82         Top-Heavy Ratio                                                              15
      1.83         Top-Paid Group                                                               16
      1.84         Transfer Contribution                                                        16
      1.85         Trustee                                                                      16
      1.86         Valuation Date                                                               16
      1.87         Vested Account Balance                                                       16
      1.88         Voluntary Contribution                                                       17
      1.89         Welfare Benefit Fund                                                         17

<PAGE>

      1.90         Year Of Service                                                              17


                                           ARTICLE II
                                    ELIGIBILITY REQUIREMENTS


      2.1          Participation                                                                18
      2.2          Change In Classification Of Employment                                       18
      2.3          Computation Period                                                           18
      2.4          Employment Rights                                                            18
      2.5          Service With Controlled Groups                                               18
      2.6          Owner-Employees                                                              18
      2.7          Leased Employees                                                             19
      2.8          Thrift Plans                                                                 19


                                           ARTICLE III
                                     EMPLOYER CONTRIBUTIONS


      3.1          Amount                                                                       20
      3.2          Expenses And Fees                                                            20
      3.3          Responsibility For Contributions                                             20
      3.4          Return Of Contributions                                                      20


                                           ARTICLE IV
                                     EMPLOYEE CONTRIBUTIONS


      4.1          Voluntary Contributions                                                      21
      4.2          Qualified Voluntary Contributions                                            21
      4.3          Rollover Contribution                                                        21
      4.4          Transfer Contribution                                                        22
      4.5          Employer Approval Of Transfer Contributions                                  22
      4.6          Elective Deferrals                                                           22
      4.7          Required Voluntary Contributions                                             23
      4.8          Direct Rollover Of Benefits                                                  23


                                           ARTICLE V
                                     PARTICIPANT ACCOUNTS


      5.1          Separate Accounts                                                            24
      5.2          Adjustments To Participant Accounts                                          24
      5.3          Allocating Employer Contributions                                            25
      5.4          Allocating Investment Earnings And Losses                                    25
      5.5          Participant Statements                                                       25

<PAGE>

                                           ARTICLE VI
                              RETIREMENT BENEFITS AND DISTRIBUTIONS


      6.1          Normal Retirement Benefits                                                   26
      6.2          Early Retirement Benefits                                                    26
      6.3          Benefits On Termination Of Employment                                        26
      6.4          Restrictions On Immediate Distributions                                      27
      6.5          Normal Form Of Payment                                                       28
      6.6          Commencement Of Benefits                                                     28
      6.7          Claims Procedures                                                            29
      6.8          In-Service Withdrawals                                                       29
      6.9          Hardship Withdrawal                                                          30


                                           ARTICLE VII
                                    DISTRIBUTION REQUIREMENTS


      7.1          Joint And Survivor Annuity Requirements                                      32
      7.2          Minimum Distribution Requirements                                            32
      7.3          Limits On Distribution Periods                                               32
      7.4          Required Distributions On Or After The Required Beginning Date               32
      7.5          Required Beginning Date                                                      33
      7.6          Transitional Rule                                                            34
      7.7          Designation Of Beneficiary For Death Benefit                                 35
      7.8          Nonexistence Of Beneficiary                                                  35
      7.9          Distribution Beginning Before Death                                          35
      7.10         Distribution Beginning After Death                                           35
      7.11         Distribution Of Excess Elective Deferrals                                    36
      7.12         Distributions Of Excess Contributions                                        37
      7.13         Distribution Of Excess Aggregate Contributions                               37


                                           ARTICLE VIII
                               JOINT AND SURVIVOR ANNUITY REQUIREMENTS


      8.1          Applicability Of Provisions                                                  39
      8.2          Payment Of Qualified Joint And Survivor Annuity                              39
      8.3          Payment Of Qualified Pre-Retirement Survivor Annuity                         39
      8.4          Qualified Election                                                           39
      8.5          Notice Requirements For Qualified Joint And Survivor Annuity                 40
      8.6          Notice Requirements For Qualified Pre- Retirement Survivor Annuity           40
      8.7          Special Safe-Harbor Exception For Certain Profit-Sharing Plans               40
      8.8          Transitional Joint And Survivor Annuity Rules                                44
      8.9          Automatic Joint And Survivor Annuity And Early Survivor Annuity              42
      8.10         Annuity Contracts                                                            42

<PAGE>

                                           ARTICLE IX
                                            VESTING


      9.1          Employee Contributions                                                       43
      9.2          Employer Contributions                                                       43
      9.3          Computation Period                                                           43
      9.4          Requalification Prior To Five Consecutive One-Year Breaks In Service         43
      9.5          Requalification After Five Consecutive One-Year Breaks In Service            43
      9.6          Calculating Vested Interest                                                  43
      9.7          Forfeitures                                                                  44
      9.8          Amendment Of Vesting Schedule                                                44
      9.9          Service With Controlled Groups                                               44


                                           ARTICLE X
                                 LIMITATIONS ON ALLOCATIONS AND
                                   ANTIDISCRIMINATION TESTING


      10.1         Participation In This Plan Only                                              45
      10.2         Disposition Of Excess Annual Additions                                       45
      10.3         Participation In This Plan And Another Prototype
                   Defined Contribution Plan, Welfare Benefit Fund, Or
                   Other Medical Account Maintained By The Employer                             46
      10.4         Disposition Of Excess Annual Additions Under Two Plans                       46
      10.5         Participation In This Plan And Another
                   Defined Contribution Plan  Which Is Not
                   A Master Or Prototype Plan                                                   47
      10.6         Participation In This Plan And A Defined Benefit Plan                        47
      10.7         Average Deferral Percentage (ADP) Test                                       47
      10.8         Special Rules Relating To Application Of ADP Test                            48
      10.9         Recharacterization                                                           48
      10.10        Average Contribution Percentage (ACP) Test                                   49
      10.11        Special Rules Relating To Application Of ACP Test                            49


                                           ARTICLE XI
                                         ADMINISTRATION


      11.1         Plan Administrator                                                           51
      11.2         Trustee/Custodian                                                            51
      11.3         Administrative Fees And Expenses                                             52
      11.4         Division Of Duties And Indemnification                                       52

<PAGE>

                                           ARTICLE XII
                                   TRUST FUND/CUSTODIAL ACCOUNT


      12.1         The Fund                                                                     54
      12.2         Control Of Plan Assets                                                       54
      12.3         Exclusive Benefit Rules                                                      54
      12.4         Assignment And Alienation Of Benefits                                        54
      12.5         Determination Of Qualified Domestic Relations Order (QDRO)                   54


                                           ARTICLE XIII
                                           INVESTMENTS


      13.1         Fiduciary Standards                                                          56
      13.2         Funding Arrangement                                                          56
      13.3         Investment Alternatives Of The Trustee                                       56
      13.4         Investment Alternatives Of The Custodian                                     57
      13.5         Participant Loans                                                            57
      13.6         Insurance Policies                                                           59
      13.7         Employer Investment Direction                                                60
      13.8         Employee Investment Direction                                                60


                                           ARTICLE XIV
                                      TOP-HEAVY PROVISIONS


      14.1         Applicability Of Rules                                                       62
      14.2         Minimum Contribution                                                         62
      14.3         Minimum Vesting                                                              62
      14.4         Limitations On Allocations                                                   62


                                           ARTICLE XV
                                   AMENDMENT AND TERMINATION


      15.1         Amendment By Sponsor                                                         63
      15.2         Amendment By Employer                                                        63
      15.3         Termination                                                                  63
      15.4         Qualification Of Employer's Plan                                             63
      15.5         Mergers And Consolidations                                                   63
      15.6         Resignation And Removal                                                      64
      15.7         Qualification Of Prototype                                                   64


                                           ARTICLE XVI
                                          GOVERNING LAW                                         65

</TABLE>

<PAGE>


       PROTOTYPE CASH OR DEFERRED PROFIT-SHARING PLAN AND TRUST/CUSTODIAL
                                     ACCOUNT

                                  SPONSORED BY

                             THE FROST NATIONAL BANK

The Sponsor hereby establishes the following Prototype Retirement Plan and
Trust/Custodial Account for use by those of its customers who qualify and wish
to adopt a qualified retirement program. Any Plan and Trust/Custodial Account
established hereunder shall be administered for the exclusive benefit of
Participants and their beneficiaries under the following terms and conditions:

                                    ARTICLE I

                                   DEFINITIONS

1.1 ACTUAL DEFERRAL PERCENTAGE The ratio (expressed as a percentage and
calculated separately for each Participant) of:

         (a) the amount of Employer contributions [as defined at (c) and (d)]
actually paid over to the Fund on behalf of such Participant for the Plan Year
to

         (b) the Participant's Compensation for such Plan Year.

Compensation will only include amounts for the period during which the Employee
was eligible to participate.

Employer contributions on behalf of any Participant shall include:

         (c)      any Elective Deferrals made pursuant to the Participant's
                  deferral election, including Excess Elective Deferrals, but
                  excluding Elective Deferrals that are either taken into
                  account in the Contribution Percentage test (provided the ADP
                  test is satisfied both with and without exclusion of these
                  Elective Deferrals) or are returned as excess Annual
                  Additions; and

         (d)      at the election of the Employer, Qualified Non-Elective
                  Contributions and Qualified Matching Contributions.

For purposes of computing Actual Deferral Percentages, an Employee who would be
a Participant but for the failure to make Elective Deferrals shall be treated
as a Participant on whose behalf no Elective Deferrals are made.

1.2 ADOPTION AGREEMENT The document attached to this Plan by which an Employer
elects to establish a qualified retirement plan and trust/custodial account
under the terms of this Prototype Plan and Trust/Custodial Account.

1.3 AGGREGATE LIMIT The sum of:

         (a)      125 percent of the greater of the ADP of the non-Highly
                  Compensated Employees for the Plan Year or the ACP of
                  non-Highly Compensated Employees under the Plan subject to
                  Code Section 401(m) for the Plan Year beginning with or within
                  the Plan Year of the cash or deferred arrangement as described
                  in Code Section 401(k) or Code Section 402(h)(1)(B), and


                                       1
<PAGE>


         (b)      the lesser of 200% or two percent plus the lesser of such ADP
                  or ACP.

Alternatively, the aggregate limit can be determined by substituting "the
lesser of 200% or 2 percent plus" for "125% of" in (a) above, and substituting
"125% of" for "the lesser of 200% or 2 percent plus" in (b) above.

1.4 ANNUAL ADDITIONS The sum of the following amounts credited to a
Participant's account for the Limitation Year:

         (a)      Employer Contributions,

         (b)      Employee Contributions (under Article IV),

         (c)      forfeitures,

         (d)      amounts allocated after March 31, 1984 to an individual
                  medical account, as defined in Code Section 415(l)(2), which
                  is part of a pension or annuity plan maintained by the
                  Employer (these amounts are treated as Annual Additions to a
                  Defined Contribution Plan though they arise under a Defined
                  Benefit Plan), and

         (e)      amounts derived from contributions paid or accrued after 1985,
                  in taxable years ending after 1985, which are either
                  attributable to post-retirement medical benefits allocated to
                  the account of a Key Employee, or to a Welfare Benefit Fund
                  maintained by the Employer, are also treated as Annual
                  Additions to a Defined Contribution Plan. For purposes of this
                  paragraph, an Employee is a Key Employee if he or she meets
                  the requirements of paragraph 1.43 at any time during the Plan
                  Year or any preceding Plan Year. Welfare Benefit Fund is
                  defined at paragraph 1.89.

Excess amounts applied in a Limitation Year to reduce Employer contributions
will be considered Annual Additions for such Limitation Year, pursuant to the
provisions of Article X.

1.5 ANNUITY STARTING DATE The first day of the first period for which an amount
is paid as an annuity or in any other form.

1.6 APPLICABLE CALENDAR YEAR The First Distribution Calendar Year, and in the
event of the recalculation of life expectancy, such succeeding calendar year.
If payments commence in accordance with paragraph 7.4(e) before the Required
Beginning Date, the Applicable Calendar Year is the year such payments
commence. If distribution is in the form of an immediate annuity purchased
after the Participant's death with the Participant's remaining interest, the
Applicable Calendar Year is the year of purchase.

1.7 APPLICABLE LIFE EXPECTANCY Used in determining the required minimum
distribution. The life expectancy (or joint and last survivor expectancy)
calculated using the attained age of the Participant (or Designated
Beneficiary) as of the Participant's (or Designated Beneficiary's) birthday in
the Applicable Calendar Year reduced by one for each calendar year which has
elapsed since the date life expectancy was first calculated. If life expectancy
is being recalculated, the Applicable Life Expectancy shall be the life
expectancy as so recalculated. The life expectancy of a non-Spouse Beneficiary
may not be recalculated.

1.8 AVERAGE CONTRIBUTION PERCENTAGE (ACP) The average of the Contribution
Percentages for each Highly Compensated Employee and for each non-Highly
Compensated Employee.


                                       2
<PAGE>


1.9 AVERAGE DEFERRAL PERCENTAGE (ADP) The average of the Actual Deferral
Percentages for each Highly Compensated Employee and for each non-Highly
Compensated Employee.

1.10 BREAK IN SERVICE A 12-consecutive month period during which an Employee
fails to complete more than 500 Hours of Service.

1.11 CODE The Internal Revenue Code of 1986, including any amendments.

1.12 COMPENSATION The Employer may select one of the following three
safe-harbor definitions of Compensation in the Adoption Agreement. Compensation
shall only include amounts earned while a Participant if Plan Year is chosen as
the applicable computation period.

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

         (b)      Code Section 6041 and 6051 Wages. Compensation is defined as
                  wages as defined in Code Section 3401(a) and all other
                  payments of compensation to an Employee by the Employer (in
                  the course of the Employer's trade or business) for which the
                  Employer is required to furnish the employee a written
                  statement under Code Section 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)].

         (c)      Code Section 415 Compensation. For purposes of applying the
                  limitations of Article X and Top-Heavy Minimums, the
                  definition of Compensation shall be Code Section 415
                  Compensation defined as follows: a Participant's Earned
                  Income, wages, salaries, and fees for professional services
                  and other amounts received (without regard to whether or not
                  an amount is paid in cash) for personal services actually
                  rendered in the course of employment with the Employer
                  maintaining the Plan to the extent that the amounts are
                  includible in gross income [including, but not limited to,
                  commissions paid salesmen, Compensation for services on the
                  basis of a percentage of profits, commissions on insurance
                  premiums, tips, bonuses, fringe benefits and reimbursements or
                  other expense allowances under a nonaccountable plan (as
                  described in Regulation 1.62-2(c)], and excluding the
                  following:

                  1.       Employer contributions to a plan of deferred
                           compensation which are not includible in the
                           Employee's gross income for the taxable year in which
                           contributed, or Employer contributions under a
                           Simplified Employee Pension Plan or any distributions
                           from a plan of deferred compensation,

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

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


                                       3
<PAGE>


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

For purposes of applying the limitations of Article X and Top-Heavy Minimums,
the definition of Compensation shall be Code Section 415 Compensation described
in this paragraph 1.12(c). Also, for purposes of applying the limitations of
Article X, Compensation for a Limitation Year is the Compensation actually paid
or made available during such Limitation Year. Notwithstanding the preceding
sentence, Compensation for a Participant in a defined contribution plan who is
permanently and totally disabled [as defined in Code Section 22(e)(3)] is the
Compensation such Participant would have received for the Limitation Year if
the Participant had been paid at the rate of Compensation paid immediately
before becoming permanently and totally disabled. Such imputed Compensation for
the disabled Participant may be taken into account only if the participant is
not a Highly Compensated Employee [as defined in Code Section 414(q)] and
contributions made on behalf of such Participant are nonforfeitable when made.

If the Employer fails to pick the applicable period in the Adoption Agreement,
the Plan Year shall be used. Unless otherwise specified by the Employer in the
Adoption Agreement, Compensation shall be determined as provided in Code
Section 3401(a) [as defined in this paragraph 1.12(a)]. In nonstandardized
Adoption Agreement 002, the Employer may choose to eliminate or exclude
categories of Compensation which do not violate the provisions of Code Sections
401(a)(4), 414(s) the regulations thereunder and Revenue Procedure 89-65.

Beginning with 1989 Plan Years, the annual Compensation of each Participant
which may be taken into account for determining all benefits provided under the
Plan (including benefits under Article XIV) for any year shall not exceed
$200,000, as adjusted under Code Section 415(d). In determining the
Compensation of a Participant for purposes of this limitation, the rules of
Code Section 414(q)(6) shall apply, except in applying such rules, the term
"family" shall include only the Spouse of the Participant and any lineal
descendants of the Participant who have not attained age 19 before the end of
the Plan year. If, as a result of the application of such rules the adjusted
$200,000 limitation is exceeded, then (except for purposes of determining the
portion of Compensation up to the integration level if this Plan provides for
permitted disparity), the limitation shall be prorated among the affected
individuals in proportion to each such individual's Compensation as determined
under this section prior to the application of this limitation.

If a Plan has a Plan Year that contains fewer than 12 calendar months, then the
annual Compensation limit for that period is an amount equal to the $200,000 as
adjusted for the calendar year in which the Compensation period begins,
multiplied by a fraction the numerator of which is the number of full months in
the Short Plan Year and the denominator of which is 12. If Compensation for any
prior Plan Year is taken into account in determining an Employee's
contributions or benefits for the current year, the Compensation for such prior
year is subject to the applicable annual Compensation limit in effect for that
prior year. For this purpose, for years beginning before January 1, 1990, the
applicable annual Compensation limit is $200,000.

Compensation shall not include deferred Compensation other than contributions
through a salary reduction agreement to a cash or deferred plan under Code
Section 401(k), a Simplified Employee Pension Plan under Code Section
402(h)(1)(B), a cafeteria plan under Code Section 125 or a tax-deferred annuity
under Code Section 403(b). Unless elected otherwise by the Employer in the
Adoption Agreement, these deferred amounts will be considered as Compensation
for Plan purposes. These deferred amounts are not counted as Compensation for
purposes of Articles X and XIV. When applicable to a Self-Employed Individual,
Compensation shall mean Earned Income.

1.13 CONTRIBUTION PERCENTAGE The ratio (expressed as a percentage and
calculated separately for each Participant) of:


                                       4
<PAGE>


         (a)      the Participant's Contribution Percentage Amounts [as defined
                  at (c)-(f)] for the Plan Year, to

         (b)      the Participant's Compensation for the Plan Year. Compensation
                  will only include amounts for the period during which the
                  Employee was eligible to participate.

Contribution Percentage Amounts on behalf of any Participant shall include:

         (c)      the amount of Employee Voluntary Contributions, Matching
                  Contributions, and Qualified Matching Contributions (to the
                  extent not taken into account for purposes of the ADP test)
                  made under the Plan on behalf of the Participant for the Plan
                  Year,

         (d)      forfeitures of Excess Aggregate Contributions or Matching
                  Contributions allocated to the Participant's account which
                  shall be taken into account in the year in which such
                  forfeiture is allocated,

         (e)      at the election of the Employer, Qualified Non-Elective
                  Contributions, and

         (f)      the Employer also may elect to use Elective Deferrals in the
                  Contribution Percentage Amounts so long as the ADP test is met
                  before the Elective Deferrals are used in the ACP test and
                  continues to be met following the exclusion of those Elective
                  Deferrals that are used to meet the ACP test.

Contribution Percentage Amounts shall not include Matching Contributions,
whether or not Qualified, 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.

1.14 CUSTODIAN The Sponsor of this Prototype, or, if applicable, an affiliate
or successor, shall serve as Custodian if a Custodian is appointed in the
Adoption Agreement.

1.15 DEFINED BENEFIT PLAN A Plan under which a Participant's benefit is
determined by a formula contained in the Plan and no individual accounts are
maintained for Participants.

1.16 DEFINED BENEFIT (PLAN) FRACTION A fraction, the numerator of which is the
sum of the Participant's Projected Annual Benefits under all the Defined
Benefit Plans (whether or not terminated) maintained by the Employer, and the
denominator of which is the lesser of 125 percent of the dollar limitation
determined for the Limitation Year under Code Sections 415(b) and (d) or 140
percent of the Highest Average Compensation, including any adjustments under
Code Section 415(b).

Notwithstanding the above, if the Participant was a Participant as of the first
day of the first Limitation Year beginning after 1986, in one or more Defined
Benefit Plans maintained by the Employer which were in existence on May 6,
1986, the denominator of this fraction will not be less than 125 percent of the
sum of the annual benefits under such plans which the Participant had accrued
as of the close of the last Limitation Year beginning before 1987, disregarding
any changes in the terms and conditions of the plan after May 5, 1986. The
preceding sentence applies only if the Defined Benefit Plans individually and
in the aggregate satisfied the requirements of Section 415 for all Limitation
Years beginning before 1987.

1.17 DEFINED CONTRIBUTION DOLLAR LIMITATION Thirty thousand dollars ($30,000)
or if greater, one-fourth of the defined benefit dollar limitation set forth in
Code Section 415(b)(1) as in effect for the Limitation Year.


                                       5
<PAGE>

1.18 DEFINED CONTRIBUTION PLAN A Plan under which individual accounts are
maintained for each Participant to which all contributions, forfeitures,
investment income and gains or losses, and expenses are credited or deducted. A
Participant's benefit under such Plan is based solely on the fair market value
of his or her account balance.

1.19 DEFINED CONTRIBUTION (PLAN) FRACTION A Fraction, the numerator of which is
the sum of the Annual Additions to the Participant's account under all the
Defined Contribution Plans (whether or not terminated) maintained by the
Employer for the current and all prior Limitation Years (including the Annual
Additions attributable to the Participant's nondeductible Employee
contributions to all Defined Benefit Plans, whether or not terminated,
maintained by the Employer, and the Annual Additions attributable to all
Welfare Benefit Funds, as defined in paragraph 1.89 and individual medical
accounts, as defined in Code Section 415(l)(2), maintained by the Employer),
and the denominator of which is the sum of the maximum aggregate amounts for
the current and all prior Limitation Years of service with the Employer
(regardless of whether a Defined Contribution Plan was maintained by the
Employer). The maximum aggregate amount in the Limitation Year is the lesser of
125 percent of the dollar limitation determined under Code Sections 415(b) and
(d) in effect under Code Section 415(c)(1)(A) or 35 percent of the
Participant's Compensation for such year.

If the Employee was a Participant as of the end of the first day of the first
Limitation Year beginning after 1986, in one or more Defined Contribution Plans
maintained by the Employer which were in existence on May 6, 1986, the
numerator of this fraction will be adjusted if the sum of this fraction and the
Defined Benefit Fraction would otherwise exceed 1.0 under the terms of this
Plan. Under the adjustment, an amount equal to the product of (1) the excess of
the sum of the fractions over 1.0 times (2) the denominator of this fraction
will be permanently subtracted from the numerator of this fraction. The
adjustment is calculated using the fractions as they would be computed as of
the end of the last Limitation Year beginning before 1987, and disregarding any
changes in the terms and conditions of the Plan made after May 6, 1986, but
using the Section 415 limitation applicable to the first Limitation Year
beginning on or after January 1, 1987. The Annual Addition for any Limitation
Year beginning before 1987, shall not be re-computed to treat all Employee
Contributions as Annual Additions.

1.20 DESIGNATED BENEFICIARY The individual who is designated as the beneficiary
under the Plan in accordance with Code Section 401(a)(9) and the regulations
thereunder.

1.21 DISABILITY An illness or injury of a potentially permanent nature,
expected to last for a continuous period of not less than 12 months, certified
by a physician selected by or satisfactory to the Employer, which prevents the
Employee from engaging in any occupation for wage or profit for which the
Employee is reasonably fitted by training, education or experience.

1.22 DISTRIBUTION CALENDAR YEAR A calendar year for which a minimum
distribution is required.

1.23 EARLY RETIREMENT AGE The age set by the Employer in the Adoption Agreement
(but not less than 55), which is the earliest age at which a Participant may
retire and receive his or her benefits under the Plan.

1.24 EARNED INCOME Net earnings from self-employment in the trade or business
with respect to which the Plan is established, determined without regard to
items not included in gross income and the deductions allocable to such items,
provided that personal services of the individual are a material
income-producing factor. Earned income shall be reduced by contributions made
by an Employer to a qualified plan to the extent deductible under Code Section
404. For tax years beginning after 1989, net earnings shall be determined
taking into account the deduction for one-half of self-employment taxes
allowed to the Employer under Code Section 164(f) to the extent deductible.

1.25 EFFECTIVE DATE The date on which the Employer's retirement plan or
amendment to such plan becomes effective. For amendments reflecting statutory
and regulatory changes post Tax Reform Act of 1986, the Effective


                                       6
<PAGE>


Date will be the earlier of the date upon which such amendment is first
administratively applied or the first day of the Plan Year following the date
of adoption of such amendment.

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

1.27 ELECTIVE DEFERRAL Employer contributions made to the Plan at the election
of the Participant, in lieu of cash Compensation. Elective Deferrals shall also
include contributions made pursuant to a Salary Savings Agreement or other
deferral mechanism, such as a cash option contribution. With respect to any
taxable year, a Participant's Elective Deferral is the sum of all Employer
contributions made on behalf of such Participant pursuant to an election to
defer under any qualified cash or deferred arrangement 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 the behalf of a Participant for the
purchase of an annuity contract under Code Section 403(b) pursuant to a Salary
Savings Agreement. Elective Deferrals shall not include any deferrals properly
distributed as Excess Annual Additions.

1.28 ELIGIBLE PARTICIPANT Any Employee who is eligible to make a Voluntary
Contribution, or an Elective Deferral (if the Employer takes such contributions
into account in the calculation of the Contribution Percentage), or to receive
a Matching Contribution (including forfeitures) or a Qualified Matching
Contribution. If a Voluntary Contribution or Elective Deferral is required as a
condition of participation in the Plan, any Employee who would be a Participant
in the Plan if such Employee made such a contribution shall be treated as an
Eligible Participant even though no Voluntary Contributions or Elective
Deferrals are made.

1.29 EMPLOYEE Any person employed by the Employer (including Self-Employed
Individuals and partners), all Employees of a member of an affiliated service
group [as defined in Code Section 414(m)], Employees of a controlled group of
corporations [as defined in Code Section 414(b)], all Employees of any
incorporated or unincorporated trade or business which is under common control
[as defined in Code Section 414(c)], Leased Employees [as defined in Code
Section 414(n)] and any Employee required to be aggregated by Code Section
414(o). All such Employees shall be treated as employed by a single Employer.

1.30 EMPLOYER The Self-Employed Individual, partnership, corporation or other
organization which adopts this Plan including any firm that succeeds the
Employer and adopts this Plan. For purposes of Article X, Limitations on
Allocations, Employer shall mean the Employer that adopts this Plan, and all
members of a controlled group of corporations [as defined in Code Section
414(b) as modified by Code Section 415(h)], all commonly controlled trades or
businesses [as defined in Code Section 414(c) as modified by Code Section
415(h)] or affiliated service groups [as defined in Code Section 414(m)] of
which the adopting Employer is a part, and any other entity required to be
aggregated with the Employer pursuant to regulations under Code Section 414(o).

1.31 ENTRY DATE The date on which an Employee commences participation in the
Plan as determined by the Employer in the Adoption Agreement.

1.32 EXCESS AGGREGATE CONTRIBUTIONS The excess, with respect to any Plan Year,
of:

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


                                       7
<PAGE>


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

Such determination shall be made after first determining Excess Elective
Deferrals pursuant to paragraph 1.35 and then determining Excess Contributions
pursuant to paragraph 1.34.

1.33 EXCESS AMOUNT The excess of the Participant's Annual Additions for the
Limitation Year over the Maximum Permissible Amount.

1.34 EXCESS CONTRIBUTION With respect to any Plan Year, the excess of:

     (a)      The aggregate amount of Employer contributions actually taken
              into account in computing the ADP of Highly Compensated
              Employees for such Plan Year, over

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

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

1.36 FAMILY MEMBER The Employee's Spouse, any lineal descendants and ascendants
and the Spouse of such lineal descendants and ascendants.

1.37 FIRST DISTRIBUTION CALENDAR YEAR For distributions beginning before the
Participant's death, the First Distribution Calendar Year is the calendar year
immediately preceding the calendar year which contains the Participant's
Required Beginning Date. For distributions beginning after the Participant's
death, the First Distribution Calendar Year is the calendar year in which
distributions are required to begin pursuant to paragraph 7.10.

1.38 FUND All contributions received by the Trustee/Custodian under this Plan
and Trust/Custodial Account, investments thereof and earnings and appreciation
thereon.

1.39 HARDSHIP An immediate and heavy financial need of the Employee where such
Employee lacks other available resources.

1.40 HIGHEST AVERAGE COMPENSATION The average Compensation for the three
consecutive Years of Service with the Employer that produces the highest
average. A Year of Service with the Employer is the 12-consecutive month period
defined in the Adoption Agreement.

1.41 HIGHLY COMPENSATED EMPLOYEE Any Employee who performs service for the
Employer during the determination year and who, during the immediate prior year:

     (a)      received Compensation from the Employer in excess of $75,000
              [as adjusted pursuant to Code Section 415(d)]; or

     (b)      received Compensation from the Employer in excess of $50,000
              [as adjusted pursuant to Code Section 415(d)] and was a member
              of the Top-Paid Group for such year; or


                                       8
<PAGE>


     (c)      was an officer of the Employer and received Compensation
              during such year that is greater than 50 percent of the dollar
              limitation in effect under Code Section 415(b)(1)(A).

              Notwithstanding (a), (b) and (c), an Employee who was not
              Highly Compensated during the preceding Plan Year shall not be
              treated as a Highly Compensated Employee with respect to the
              current Plan Year unless such Employee is a member of the 100
              Employees paid the greatest Compensation during the year for
              which such determination is being made.

     (d)      Employees who are five percent (5%) Owners at any time during
              the immediate prior year or determination year.

Highly Compensated Employee includes Highly Compensated active Employees and
Highly Compensated former Employees.

1.42 HOUR OF SERVICE

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

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

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

     (d)      Hours of Service shall be credited for employment with the
              Employer and with other members of an affiliated service group
              [as defined in Code Section 414(m)], a controlled group of
              corporations [as defined in Code Section 414(b)], or a group
              of trades or businesses under common control [as defined in
              Code Section 414(c)] of which the adopting Employer is a
              member, and any other entity required to be aggregated with
              the Employer pursuant to Code Section 414(o) and the
              regulations thereunder. Hours of Service shall also be
              credited for any individual considered an Employee for
              purposes of this Plan under Code Section 414(n) or Code
              Section 414(o) and the regulations thereunder.

     (e)      Solely for purposes of determining whether a Break in Service,
              as defined in paragraph 1.10, for participation and vesting
              purposes has occurred in a computation period, an individual
              who is absent from work for maternity or paternity reasons
              shall receive credit for the Hours of Service which would
              otherwise have been credited to such individual but


                                       9
<PAGE>


              for such absence, or in any case in which such hours cannot be
              determined, 8 Hours of Service per day of such absence. For
              purposes of this paragraph, an absence from work for maternity
              or paternity reasons means an absence by reason of the
              pregnancy of the individual, by reason of a birth of a child
              of the individual, by reason of the placement of a child with
              the individual in connection with the adoption of such child
              by such individual, or for purposes of caring for such child
              for a period beginning immediately following such birth or
              placement. The Hours of Service credited under this paragraph
              shall be credited in the computation period in which the
              absence begins if the crediting is necessary to prevent a
              Break in Service in that period, or in all other cases, in the
              following computation period. No more than 501 hours will be
              credited under this paragraph.

     (f)      Hours of Service shall be determined on the basis of the
              method selected in the Adoption Agreement.

1.43 KEY EMPLOYEE Any Employee or former Employee (and the beneficiaries of
such employee) who at any time during the determination period was an officer
of the Employer if such individual's annual compensation exceeds 50% of the
dollar limitation under Code Section 415(b)(1)(A) (the defined benefit maximum
annual benefit), an owner (or considered an owner under Code Section 318) of
one of the ten largest interests in the employer if such individual's
compensation exceeds 100% of the dollar limitation under Code Section
415(c)(1)(A), a 5% owner of the Employer, or a 1% owner of the Employer who has
an annual compensation of more than $150,000. For purposes of determining who
is a Key Employee, annual compensation shall mean Compensation as defined for
Article X, but including amounts deferred through a salary reduction agreement
to a cash or deferred plan under Code Section 401(k), a Simplified Employee
Pension Plan under Code Section 408(k), a cafeteria plan under Code Section 125
or a tax-deferred annuity under Code Section 403(b). The determination period
is the Plan Year containing the Determination Date and the four preceding Plan
Years. The determination of who is a Key Employee will be made in accordance
with Code Section 416(i)(1) and the regulations thereunder.

1.44 LEASED EMPLOYEE Any person (other than an Employee of the recipient) who,
pursuant to an agreement between the recipient and any other person ("leasing
organization"), has performed services for the recipient [or for the recipient
and related persons determined in accordance with Code Section 414(n)(6)] on a
substantially full-time basis for a period of at least one year, and such
services are of a type historically performed by Employees in the business field
of the recipient Employer.

1.45 LIMITATION YEAR The calendar year or such other 12-consecutive month period
designated by the Employer in the Adoption Agreement for purposes of determining
the maximum Annual Addition to a Participant's account. All qualified plans
maintained by the Employer must use the same Limitation Year. If the Limitation
Year is amended to a different 12-consecutive month period, the new Limitation
Year must begin on a date within the Limitation Year in which the amendment is
made.

1.46 MASTER OR PROTOTYPE PLAN A plan, the form of which is the subject of a
favorable opinion letter from the Internal Revenue Service.

1.47 MATCHING CONTRIBUTION An Employer contribution made to this or any other
defined contribution plan on behalf of a Participant on account of an Employee
Voluntary Contribution made by such Participant, or on account of a
Participant's Elective Deferral, under a Plan maintained by the Employer.

1.48 MAXIMUM PERMISSIBLE AMOUNT The maximum Annual Addition that may be
contributed or allocated to a Participant's account under the plan for any
Limitation Year shall not exceed the lesser of:

     (a)      the Defined Contribution Dollar Limitation, or


                                      10
<PAGE>


     (b)      25% of the Participant's Compensation for the Limitation Year.

The compensation limitation referred to in (b) shall not apply to any
contribution for medical benefits [within the meaning of Code Section 401(h) or
Code Section 419A(f)(2)] which is otherwise treated as an Annual Addition under
Code Section 415(l)(1) or 419(d)(2). If a short Limitation Year is created
because of an amendment changing the Limitation Year to a different
12-consecutive month period, the Maximum Permissible Amount will not exceed the
Defined Contribution Dollar Limitation multiplied by the following fraction:
Number of months in the short Limitation Year divided by 12.

1.49 NET PROFIT The current and accumulated operating earnings of the Employer
before Federal and State income taxes, excluding nonrecurring or unusual items
of income, and before contributions to this and any other qualified plan of the
Employer. Alternatively, the Employer may fix another definition in the Adoption
Agreement.

1.50 NORMAL RETIREMENT AGE The age, set by the Employer in the Adoption
Agreement, at which a Participant may retire and receive his or her benefits
under the Plan.

1.51 OWNER-EMPLOYEE A sole proprietor, or a partner owning more than 10% of
either the capital or profits interest of the partnership.

1.52 PAIRED PLANS Two or more Plans maintained by the Sponsor designed so that a
single or any combination of Plans adopted by an Employer will meet the
antidiscrimination rules, the contribution and benefit limitations, and the
Top-Heavy provisions of the Code.

1.53 PARTICIPANT Any Employee who has met the eligibility requirements and is
participating in the Plan.

1.54 PARTICIPANT'S BENEFIT The account balance as of the last Valuation Date in
the calendar year immediately preceding the Distribution Calendar Year
(valuation calendar year) increased by the amount of any contributions or
forfeitures allocated to the account balance as of the dates in the valuation
calendar year after the Valuation Date and decreased by distributions made in
the valuation calendar year after the Valuation Date. A special exception exists
for the second distribution Calendar Year. For purposes of this paragraph, if
any portion of the minimum distribution for the First Distribution Calendar Year
is made in the second Distribution Calendar Year on or before the Required
Beginning Date, the amount of the minimum distribution made in the second
distribution calendar year shall be treated as if it had been made in the
immediately preceding Distribution Calendar Year.

1.55 PERMISSIVE AGGREGATION GROUP Used for Top-Heavy testing purposes, it is the
Required Aggregation Group of plans plus any other plan or plans of the Employer
which, when considered as a group with the Required Aggregation Group, would
continue to satisfy the requirements of Code Sections 401(a)(4) and 410.

1.56 PLAN The Employer's retirement plan as embodied herein and in the Adoption
Agreement.

1.57 PLAN ADMINISTRATOR The Employer.

1.58 PLAN YEAR The 12-consecutive month period designated by the Employer in the
Adoption Agreement.

1.59 PRESENT VALUE Used for Top-Heavy test and determination purposes, when
determining the Present Value of accrued benefits, with respect to any Defined
Benefit Plan maintained by the Employer, interest and mortality rates shall be
determined in accordance with the provisions of the respective plan. If
applicable, interest and mortality assumptions will be specified in Section 11
of the Adoption Agreement.


                                      11
<PAGE>

1.60     PROJECTED ANNUAL BENEFIT  Used to test the maximum benefit which may
be obtained from a combination of retirement plans, it is the annual
retirement benefit (adjusted to an actuarial equivalent straight life annuity
if such benefit is expressed in a form other than a straight life annuity or
Qualified Joint and Survivor Annuity) to which the Participant would be
entitled under the terms of a Defined Benefit Plan or plans, assuming:

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

         (b)      the Participant's Compensation for the current Limitation Year
                  and all other relevant factors used to determine benefits
                  under the plan will remain constant for all future Limitation
                  Years.

1.61     QUALIFIED DEFERRED COMPENSATION PLAN  Any pension, profit-sharing,
stock bonus, or other plan which meets the requirements of Code Section 401
and includes a trust exempt from tax under Code Section 501(a) or any annuity
plan described in Code Section 403(a).

An Eligible Retirement Plan is an individual retirement account (IRA) as
described in Code Section 408(a), an individual retirement annuity (IRA) as
described in Code Section 408(b), an annuity plan as described in Code
Section 403(a), or a qualified trust as described in Code Section 401(a),
which accepts Eligible Rollover Distributions. However in the case of an
Eligible Rollover Distribution to a Surviving Spouse, an Eligible Retirement
Plan is an individual retirement account or individual retirement annuity.

1.62     QUALIFIED DOMESTIC RELATIONS ORDER  A QDRO is a signed Domestic
Relations Order issued by a State Court which creates, recognizes or assigns
to an alternate payee(s) the right to receive all or part of a Participant's
Plan benefit and which meets the requirements of Code Section 414(p). An
alternate payee is a Spouse, former Spouse, child, or other dependent who is
treated as a beneficiary under the Plan as a result of the QDRO.

1.63     QUALIFIED EARLY RETIREMENT AGE  For purposes of paragraph 8.9,
Qualified Early Retirement Age is the latest of:

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

         (b)      the first day of the 120th month beginning before the
                  Participant reaches Normal Retirement Age, or

         (c)      the date the Participant begins participation.

1.64     QUALIFIED JOINT AND SURVIVOR ANNUITY  An immediate annuity for the
life of the Participant with a survivor annuity for the life of the
Participant's Spouse which is at least one-half of but not more than the
amount of the annuity payable during the joint lives of the Participant and
the Participant's Spouse. The exact amount of the Survivor Annuity is to be
specified by the Employer in the Adoption Agreement. If not designated by the
Employer, the Survivor Annuity will be 1/2 of the amount paid to the
Participant during his or her lifetime. The Qualified Joint and Survivor
Annuity will be the amount of benefit which can be provided by the
Participant's Vested Account Balance.

1.65     QUALIFIED MATCHING CONTRIBUTION  Matching Contributions which when
made are subject to the distribution and nonforfeitability requirements under
Code Section 401(k).



                                       12

<PAGE>

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

1.67     QUALIFIED VOLUNTARY CONTRIBUTION  A tax-deductible voluntary
Employee contribution. These contributions may no longer be made to the Plan.

1.68     REQUIRED AGGREGATION GROUP  Used for Top-Heavy testing purposes, it
consists of:

         (a)      each qualified plan of the Employer in which at least one Key
                  Employee participates or participated at any time during the
                  determination period (regardless of whether the plan has
                  terminated), and

         (b)      any other qualified plan of the Employer which enables a plan
                  described in (a) to meet the requirements of Code Sections
                  401(a)(4) or 410.

1.69     REQUIRED BEGINNING DATE  The date on which a Participant is required
to take his or her first minimum distribution under the Plan. The rules are
set forth at paragraph 7.5.

1.70     ROLLOVER CONTRIBUTION  A contribution made by a Participant of an
amount distributed to such Participant from another Qualified Deferred
Compensation Plan in accordance with Code Sections 402(a)(5), (6), and (7).

An Eligible Rollover Distribution is any distribution of all or any portion
of the balance to the credit of the Participant except that an Eligible
Rollover Distribution does not include:

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

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

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

A Direct Rollover is a payment by the plan to the Eligible Retirement Plan
specified by the Participant.

1.71     SALARY SAVINGS AGREEMENT  An agreement between the Employer and a
participating Employee where the Employee authorizes the Employer to withhold
a specified percentage of his or her Compensation for deposit to the Plan on
behalf of such Employee.

1.72     SELF-EMPLOYED INDIVIDUAL  An individual who has Earned Income for
the taxable year from the trade or business for which the Plan is established
including an individual who would have had Earned Income but for the fact
that the trade or business had no Net Profit for the taxable year.

1.73     SERVICE  The period of current or prior employment with the
Employer. If the Employer maintains a plan of a predecessor employer, Service
for such predecessor shall be treated as Service for the Employer.


                                       13

<PAGE>

1.74     SHAREHOLDER EMPLOYEE  An Employee or Officer who owns
[or is considered as owning within the meaning of Code Section 318(a)(1)], on
any day during the taxable year of an electing small business corporation (S
Corporation), more than 5% of such corporation's outstanding stock.

1.75     SIMPLIFIED EMPLOYEE PENSION PLAN  An individual retirement account
which meets the requirements of Code Section 408(k), and to which the
Employer makes contributions pursuant to a written formula. These plans are
considered for contribution limitation and Top-Heavy testing purposes.

1.76     SPONSOR THE FROST NATIONAL BANK, or any successor(s) or assign(s).

1.77     SPOUSE (SURVIVING SPOUSE)  The Spouse or Surviving Spouse of the
Participant, provided that a former Spouse will be treated as the Spouse or
Surviving Spouse and a current Spouse will not be treated as the Spouse or
Surviving Spouse to the extent provided under a Qualified Domestic Relations
Order as described in Code Section 414(p).

1.78     SUPER TOP-HEAVY PLAN  A Plan described at paragraph 1.81 under which
the Top-Heavy Ratio [as defined at paragraph 1.82] exceeds 90%.

1.79     TAXABLE WAGE BASE  For plans with an allocation formula which takes
into account the Employer's contribution under the Federal Insurance
Contributions Act (FICA), the maximum amount of earnings which may be
considered wages for such Plan Year under the Social Security Act
[Code Section 3121(a)(1)], or the amount elected by the Employer in the
Adoption Agreement.

1.80     TOP-HEAVY DETERMINATION DATE  For any Plan Year subsequent to the
first Plan Year, the last day of the preceding Plan Year. For the first Plan
Year of the Plan, the last day of that year.

1.81     TOP-HEAVY PLAN  For any Plan Year beginning after 1983, the
Employer's Plan is top-heavy if any of the following conditions exist:

         (a)      If the Top-Heavy Ratio for the Employer's Plan exceeds 60% and
                  this Plan is not part of any required Aggregation Group or
                  Permissive Aggregation Group of Plans.

         (b)      If the Employer's plan is a part of a Required Aggregation
                  Group of plans but not part of a Permissive Aggregation Group
                  and the Top-Heavy Ratio for the group of plans exceeds 60%.

         (c)      If the Employer's plan is a part of a Required Aggregation
                  Group and part of a Permissive Aggregation Group of plans and
                  the Top-Heavy Ratio for the Permissive Aggregation Group
                  exceeds 60%.

1.82 TOP-HEAVY RATIO

         (a)      If the Employer maintains one or more Defined Contribution
                  plans (including any Simplified Employee Pension Plan) and the
                  Employer has not maintained any Defined Benefit Plan which
                  during the 5-year period ending on the Determination Date(s)
                  has or has had accrued benefits, the Top-Heavy Ratio for this
                  Plan alone, or for the Required or Permissive Aggregation
                  Group as appropriate, is a fraction,



                                       14

<PAGE>

                  (1)      the numerator of which is the sum of the account
                           balances of all Key Employees as of the Determination
                           Date(s) [including any part of any account balance
                           distributed in the 5-year period ending on the
                           Determination Date(s)], and

                  (2)      the denominator of which is the sum of all account
                           balances [including any part of any account balance
                           distributed in the 5-year period ending on the
                           Determination Date(s)], both computed in accordance
                           with Code Section 416 and the regulations thereunder.

                  Both the numerator and denominator of the Top-Heavy Ratio are
                  increased to reflect any contribution not actually made as of
                  the Determination Date, but which is required to be taken into
                  account on that date under Code Section 416 and the
                  regulations thereunder.

         (b)      If the Employer maintains one or more Defined Contribution
                  Plans (including any Simplified Employee Pension Plan) and the
                  Employer maintains or has maintained one or more Defined
                  Benefit Plans which during the 5-year period ending on the
                  Determination Date(s) has or has had any accrued benefits, the
                  Top-Heavy Ratio for any Required or Permissive Aggregation
                  Group as appropriate is a fraction, the numerator of which is
                  the sum of account balances under the aggregated Defined
                  Contribution Plan or Plans for all Key Employees, determined
                  in accordance with (a) above, and the Present Value of accrued
                  benefits under the aggregated Defined Benefit Plan or Plans
                  for all Key Employees as of the Determination Date(s), and the
                  denominator of which is the sum of the account balances under
                  the aggregated Defined Contribution Plan or Plans for all
                  Participants, determined in accordance with (a) above, and the
                  Present Value of accrued benefits under the Defined Benefit
                  Plan or Plans for all Participants as of the Determination
                  Date(s), all determined in accordance with Code Section 416
                  and the regulations thereunder. The accrued benefits under a
                  Defined Benefit Plan in both the numerator and denominator of
                  the Top-Heavy Ratio are increased for any distribution of an
                  accrued benefit made in the 5-year period ending on the
                  Determination Date.

         (c)      For purposes of (a) and (b) above, the value of account
                  balances and the Present Value of accrued benefits will be
                  determined as of the most recent Valuation Date that falls
                  within or ends with the 12-month period ending on the
                  Determination Date, except as provided in Code Section 416 and
                  the regulations thereunder for the first and second plan years
                  of a Defined Benefit Plan. The account balances and accrued
                  benefits of a participant (1) who is not a Key Employee but
                  who was a Key Employee in a prior year, or (2) who has not
                  been credited with at least one hour of service with any
                  Employer maintaining the Plan at any time during the 5-year
                  period ending on the Determination Date, will be disregarded.
                  The calculation of the Top-Heavy Ratio, and the extent to
                  which distributions, rollovers, and transfers are taken into
                  account will be made in accordance with Code Section 416 and
                  the regulations thereunder. Qualified Voluntary Employee
                  Contributions will not be taken into account for purposes of
                  computing the Top-Heavy Ratio. When aggregating plans the
                  value of account balances and accrued benefits will be
                  calculated with reference to the Determination Dates that fall
                  within the same calendar year. The accrued benefit of a
                  Participant other than a Key Employee shall be determined
                  under (1) the method, if any, that uniformly applies for
                  accrual purposes under all Defined Benefit Plans maintained by
                  the Employer, or (2) if there is no such method, as if such
                  benefit accrued not more rapidly than the slowest accrual rate
                  permitted under the fractional rule of Code Section
                  411(b)(1)(C).



                                       15

<PAGE>

1.83     TOP-PAID GROUP  The group consisting of the top 20% of Employees
when ranked on the basis of Compensation paid during such year. For purposes
of determining the number of Employees in the group (but not who is in it),
the following Employees shall be excluded:

         (a)      Employees who have not completed 6 months of Service.

         (b)      Employees who normally work less than 17-1/2 hours per week.

         (c)      Employees who normally do not work more than 6 months during
                  any year.

         (d)      Employees who have not attained age 21.

         (e)      Employees included in a collective bargaining unit, covered by
                  an agreement between employee representatives and the
                  Employer, where retirement benefits were the subject of good
                  faith bargaining and provided that 90% or more of the
                  Employer's Employees are covered by the agreement.

         (f)      Employees who are nonresident aliens and who receive no earned
                  income which constitutes income from sources within the United
                  States.

1.84     TRANSFER CONTRIBUTION  A non-taxable transfer of a Participant's
benefit directly from a Qualified Deferred Compensation Plan to this Plan.

1.85     TRUSTEE  The Sponsor of this Prototype Plan shall serve as Trustee.

1.86     VALUATION DATE  The last day of the Plan Year or such other date as
agreed to by the Employer and the Trustee/Custodian on which Participant
accounts are revalued in accordance with Article V hereof. For Top-Heavy
purposes, the date selected by the Employer as of which the Top-Heavy Ratio
is calculated.

1.87     VESTED ACCOUNT BALANCE  The aggregate value of the Participant's
Vested Account Balances derived from Employer and Employee contributions
(including Rollovers), whether vested before or upon death, including the
proceeds of insurance contracts, if any, on the Participant's life. The
provisions of Article VIII shall apply to a Participant who is vested in
amounts attributable to Employer contributions, Employee contributions (or
both) at the time of death or distribution.

1.88     VOLUNTARY CONTRIBUTION  An Employee contribution made to the Plan by
or on behalf of a Participant that is included in the Participant's gross
income in the year in which made and that is maintained under a separate
account to which earnings and losses are allocated.

1.89     WELFARE BENEFIT FUND  Any fund that is part of a plan of the
Employer, or has the effect of a plan, through which the Employer provides
welfare benefits to Employees or their beneficiaries. For these purposes,
Welfare Benefits means any benefit other than those with respect to which
Code Section 83(h) (relating to transfers of property in connection with the
performance of services), Code Section 404 (relating to deductions for
contributions to an Employee's trust or annuity and Compensation under a
deferred payment plan), Code Section 404A (relating to certain foreign
deferred compensation plans) apply. A "Fund" is any social club, voluntary
employee benefit association, supplemental unemployment benefit trust or
qualified group legal service organization described in Code Section
501(c)(7), (9), (17) or (20); any trust, corporation, or other organization
not exempt from income tax, or to the extent provided in regulations, any
account held for an Employer by any person.


                                       16

<PAGE>

1.90     YEAR OF SERVICE  A 12-consecutive month period during which an
Employee is credited with not less than 1,000 (or such lesser number as
specified by the Employer in the Adoption Agreement) Hours of Service.





















                                       17

<PAGE>


                                   ARTICLE II

                            ELIGIBILITY REQUIREMENTS

2.1      PARTICIPATION Employees who meet the eligibility requirements in the
Adoption Agreement on the Effective Date of the Plan shall become Participants
as of the Effective Date of the Plan. If so elected in the Adoption Agreement,
all Employees employed on the Effective Date of the Plan may participate, even
if they have not satisfied the Plan's specified eligibility requirements. Other
Employees shall become Participants on the Entry Date coinciding with or
immediately following the date on which they meet the eligibility requirements.
The Employee must satisfy the eligibility requirements specified in the Adoption
Agreement and be employed on the Entry Date to become a Participant in the Plan.
In the event an Employee who is not a member of the eligible class of Employees
becomes a member of the eligible class, such Employee shall participate
immediately if such Employee has satisfied the minimum age and service
requirements and would have previously become a Participant had he or she been
in the eligible class. A former Participant shall again become a Participant
upon returning to the employ of the Employer at the next Entry Date or if
earlier, the next Valuation Date. For this purpose, Participant's Compensation
and Service shall be considered from date of rehire.

2.2      CHANGE IN CLASSIFICATION OF EMPLOYMENT In the event a Participant
becomes ineligible to participate because he or she is no longer a member of
an eligible class of Employees, such Employee shall participate upon his or
her return to an eligible class of Employees.

2.3      COMPUTATION PERIOD To determine Years of Service and Breaks in
Service for purposes of eligibility, the 12-consecutive month period shall
commence on the date on which an Employee first performs an Hour of Service
for the Employer and each anniversary thereof, such that the succeeding
12-consecutive month period commences with the employee's first anniversary
of employment and so on. If, however, the period so specified is one year or
less, the succeeding 12-consecutive month period shall commence on the first
day of the Plan Year prior to the anniversary of the date they first performed
an Hour of Service regardless of whether the Employee is entitled to be
credited with 1,000 (or such lesser number as specified by the Employer in the
Adoption Agreement) Hours of Service during their first employment year.

2.4      EMPLOYMENT RIGHTS Participation in the Plan shall not confer upon a
Participant any employment rights, nor shall it interfere with the Employer's
right to terminate the employment of any Employee at any time.

2.5      SERVICE WITH CONTROLLED GROUPS All Years of Service with other members
of a controlled group of corporations [as defined in Code Section 414(b)],
trades or businesses under common control [as defined in Code Section 414(c)],
or members of an affiliated service group [as defined in Code Section 414(m)]
shall be credited for purposes of determining an Employee's eligibility to
participate.

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

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

If an individual is covered as an Owner-Employee under the plans of two or more
trades or businesses which are not controlled, and the individual controls a
trade or business, then the contributions or benefits of the Employees under


                                      18
<PAGE>


the plan of the trades or businesses which are controlled must be as
favorable as those provided for him or her under the most favorable plan of
the trade or business which is not controlled.

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

         (a)      own the entire interest in an unincorporated trade or
                  business, or

         (b)      in the case of a partnership, own more than 50% of either the
                  capital interest or the profits interest in the partnership.

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

2.7      LEASED EMPLOYEES Any Leased Employee shall be treated as an Employee
of the recipient Employer; however, contributions or benefits provided by the
leasing organization which are attributable to services performed for the
recipient Employer shall be treated as provided by the recipient Employer. A
Leased Employee shall not be considered an Employee of the recipient if such
Employee is covered by a money purchase pension plan providing:

         (a)      a non-integrated Employer contribution rate of at least 10% of
                  Compensation, [as defined in Code Section 415(c)(3) but
                  including amounts contributed by the Employer pursuant to a
                  salary reduction agreement, which are excludable from the
                  Employee's gross income under a cafeteria plan covered by Code
                  Section 125, a cash or deferred profit-sharing plan under
                  Section 401(k) of the Code, a Simplified Employee Pension Plan
                  under Code Section 402(h)(1)(B) and a tax-sheltered annuity
                  under Code Section 403(b)],

         (b)      immediate participation, and

         (c)      full and immediate vesting.

This exclusion is only available if Leased Employees do not constitute more than
twenty percent (20%) of the recipient's non-highly compensated work force.

2.8      THRIFT PLANS If the Employer makes an election in the Adoption
Agreement to require Voluntary Contributions to participate in this Plan, the
Employer shall notify each eligible Employee in writing of his or her
eligibility for participation at least 30 days prior to the appropriate Entry
Date. The Employee shall indicate his or her intention to join the Plan by
authorizing the Employer to withhold a percentage of his or her Compensation
as provided in the Plan. Such authorization shall be returned to the Employer
at least 10 days prior to the Employee's Entry Date. The Employee may decline
participation by so indicating on the enrollment form or by failure to return
the enrollment form to the Employer prior to the Employee's Entry Date. If
the Employee declines to participate, such Employee shall be given the
opportunity to join the Plan on the next Entry Date. The taking of a Hardship
Withdrawal under the provisions of paragraph 6.9 will impact the
Participant's ability to make these contributions.


                                      19
<PAGE>


                                   ARTICLE III

                             EMPLOYER CONTRIBUTIONS


3.1      AMOUNT The Employer intends to make periodic contributions to the
Plan in accordance with the formula or formulas selected in the Adoption
Agreement. However, the Employer's contribution for any Plan Year shall be
subject to the limitations on allocations contained in Article X.

3.2      EXPENSES AND FEES The Employer shall also be authorized to reimburse
the Fund for all expenses and fees incurred in the administration of the Plan
or Trust/Custodial Account and paid out of the assets of the Fund. Such
expenses shall include, but shall not be limited to, fees for professional
services, printing and postage. Brokerage commissions may not be reimbursed.

3.3      RESPONSIBILITY FOR CONTRIBUTIONS Neither the Trustee/Custodian nor the
Sponsor shall be required to determine if the Employer has made a contribution
or if the amount contributed is in accordance with the Adoption Agreement or the
Code. The Employer shall have sole responsibility in this regard. The
Trustee/Custodian shall be accountable solely for contributions actually
received by it, within the limits of Article XI.

3.4      Return Of Contributions Contributions made to the Fund by the
Employer shall be irrevocable except as provided below:

         (a)      Any contribution forwarded to the Trustee/Custodian because of
                  a mistake of fact, provided that the contribution is returned
                  to the Employer within one year of the contribution.

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

         (c)      Contributions forwarded to the Trustee/Custodian are presumed
                  to be deductible and are conditioned on their deductibility.
                  Contributions which are determined to not be deductible will
                  be returned to the Employer.


                                      20
<PAGE>


                                   ARTICLE IV

                             EMPLOYEE CONTRIBUTIONS


4.1      VOLUNTARY CONTRIBUTIONS An Employee may make Voluntary Contributions
to the Plan established hereunder if so authorized by the Employer in a
uniform and nondiscriminatory manner. Such contributions are subject to the
limitations on Annual Additions and are subject to antidiscrimination testing.

4.2      QUALIFIED VOLUNTARY CONTRIBUTIONS A Participant may no longer make
Qualified Voluntary Contributions to the Plan. Amounts already contributed
may remain in the Trust Fund/Custodial Account until distributed to the
Participant. Such amounts will be maintained in a separate account which will
be nonforfeitable at all times. The account will share in the gains and
losses of the Trust in the same manner as described at paragraph 5.4 of the
Plan. No part of the Qualified Voluntary Contribution account will be used to
purchase life insurance. Subject to Article VIII, Joint and Survivor Annuity
Requirements (if applicable), the Participant may withdraw any part of the
Qualified Voluntary Contribution account by making a written application to
the Plan Administrator.

4.3      ROLLOVER CONTRIBUTION Unless provided otherwise in the Adoption
Agreement, a Participant may make a Rollover Contribution to any Defined
Contribution Plan established hereunder of all or any part of an amount
distributed or distributable to him or her from a Qualified Deferred
Compensation Plan provided:

         (a)      the amount distributed to the Participant is deposited to the
                  Plan no later than the sixtieth day after such distribution
                  was received by the Participant,

         (b)      the amount distributed is not one of a series of substantially
                  equal periodic payments made for the life (or life expectancy)
                  of the Participant or the joint lives (or joint life
                  expectancies) of the Participant and the Participant's
                  Designated Beneficiary, or for a specified period of ten years
                  or more;

         (c)      the amount distributed is not required under Code Section
                  401(a)(9);

         (d)      if the amount distributed included property such property is
                  rolled over, or if sold the proceeds of such property may be
                  rolled over,

         (e)      the amount distributed is not includible in gross income
                  (determined without regard to the exclusion for net unrealized
                  appreciation with respect to employer securities).

In addition, if the Adoption Agreement allows Rollover Contributions, the Plan
will also accept any Eligible Rollover Distribution (as defined at paragraph
1.70) directly to the Plan.

Rollover Contributions, which relate to distributions prior to January 1, 1993,
must be made in accordance with paragraphs (a) through (e) and additionally meet
the requirements of paragraph (f):

         (f)      The distribution from the Qualified Deferred Compensation Plan
                  constituted the Participant's entire interest in such Plan and
                  was distributed within one taxable year to the Participant:

         (1)      on account of separation from Service, a Plan termination, or
                  in the case of a profit-sharing or stock bonus plan, a
                  complete discontinuance of contributions under such plan
                  within the meaning of Code Section 402(a)(6)(A), or


                                      21
<PAGE>


         (2)      in one or more distributions which constitute a qualified lump
                  sum distribution within the meaning of Code Section
                  402(e)(4)(A), determined without reference to subparagraphs
                  (B) and (H).

Such Rollover Contribution may also be made through an individual retirement
account qualified under Code Section 408 where the IRA was used as a conduit
from the Qualified Deferred Compensation Plan, the Rollover Contribution is made
in accordance with the rules provided under paragraphs (a) through (e) and the
Rollover Contribution does not include any regular IRA contributions, or
earnings thereon, which the Participant may have made to the IRA. Rollover
Contributions, which relate to distributions prior to January 1, 1993, may be
made through an IRA in accordance with paragraphs (a) through (f) and additional
requirements as provided in the previous sentence. The Trustee/Custodian shall
not be held responsible for determining the tax-free status of any Rollover
Contribution made under this Plan.

4.4      TRANSFER CONTRIBUTION Unless provided otherwise in the Adoption
Agreement a Participant may, subject to the provisions of paragraph 4.5, also
arrange for the direct transfer of his or her benefit from a Qualified
Deferred Compensation Plan to this Plan. For accounting and record keeping
purposes, Transfer Contributions shall be treated in the same manner as
Rollover Contributions.

In the event the Employer accepts a Transfer Contribution from a Plan in which
the Employee was directing the investments of his or her account, the Employer
may continue to permit the Employee to direct his or her investments in
accordance with paragraph 13.7 with respect only to such Transfer Contribution.
Notwithstanding the above, the Employer may refuse to accept such Transfer
Contributions.

4.5      EMPLOYER APPROVAL OF TRANSFER CONTRIBUTIONS The Employer maintaining a
Safe-Harbor Profit-Sharing Plan in accordance with the provisions of paragraph
8.7, acting in a nondiscriminatory manner, may in its sole discretion refuse to
allow Transfer Contributions to its profit-sharing plan, if such contributions
are directly or indirectly being transferred from a defined benefit plan, a
money purchase pension plan (including a target benefit plan), a stock bonus
plan, or another profit-sharing plan which would otherwise provide for a life
annuity form of payment to the Participant.

4.6      ELECTIVE DEFERRALS A Participant may enter into a Salary Savings
Agreement with the Employer authorizing the Employer to withhold a portion of
such Participant's Compensation not to exceed $7,000 per calendar year as
adjusted under Code Section 415(d) or, if lesser, the percentage of
Compensation specified in the Adoption Agreement and to deposit such amount
to the Plan. No Participant shall be permitted to have Elective Deferrals
made under this Plan or any other qualified plan maintained by the Employer,
during any taxable year, in excess of the dollar limitation contained in Code
Section 402(g) in effect at the beginning of such taxable year. Thus, the
$7,000 limit may be reduced if a Participant contributes pre-tax contributions
to qualified plans of this or other Employers. Any such contribution shall be
credited to the Employee's Salary Savings Account. Unless otherwise specified
in the Adoption Agreement, a Participant may amend his or her Salary Savings
Agreement to increase, decrease or terminate the percentage upon 30 days
written notice to the Employer. If a Participant terminates his or her
agreement, such Participant shall not be permitted to put a new Salary
Savings Agreement into effect until the first pay period in the next Plan
Year, unless otherwise stated in the Adoption Agreement. The Employer may
also amend or terminate said agreement on written notice to the Participant.
If a Participant has not authorized the Employer to withhold at the maximum
rate and desires to increase the total withheld for a Plan Year, such
Participant may authorize the Employer upon 30 days notice to withhold a
supplemental amount up to 100% of his or her Compensation for one or more pay
periods. In no event may the sum of the amounts withheld under the Salary
Savings Agreement plus the supplemental withholding exceed 25% of a
Participant's Compensation for a Plan Year. The Employer may also
recharacterize as after-tax Voluntary Contributions all or any portion of
amounts previously withheld under any Salary Savings Agreement within the
Plan Year as provided for at paragraph 10.9.


                                      22
<PAGE>


This may be done to insure that the Plan will meet one of the antidiscrimination
tests under Code Section 401(k). Elective Deferrals shall be deposited in the
Trust within 30 days after being withheld from the Participant's pay.

4.7      REQUIRED VOLUNTARY CONTRIBUTIONS If the Employer makes a thrift
election in the Adoption Agreement, each eligible Participant shall be
required to make Voluntary Contributions to the Plan for credit to his or her
account as provided in the Adoption Agreement. Such Voluntary Contributions
shall be withheld from the Employee's Compensation and shall be transmitted
by the Employer to the Trustee/Custodian as agreed between the Employer and
Trustee/Custodian. A Participant may discontinue participation or change his
or her Voluntary Contribution percentage by so advising the Employer at least
10 days prior to the date on which such discontinuance or change is to be
effective. If a Participant discontinues his or her Voluntary Contributions,
such Participant may not again authorize Voluntary Contributions for a period
of one year from the date of discontinuance. A Participant may voluntarily
change his or her Voluntary Contribution percentage once during any Plan Year
and may also agree to have a reduction in his or her contribution, if
required to satisfy the requirements of the ACP test.

4.8      DIRECT ROLLOVER OF BENEFITS Notwithstanding any provision of the
Plan to the contrary that would otherwise limit a Participant's election
under this paragraph, for distributions made on or after January 1, 1993, a
Participant may elect, at the time and in the manner prescribed by the Plan
Administrator, to have any portion of an Eligible Rollover Distribution paid
directly to an Eligible Retirement Plan specified by the Participant in a
Direct Rollover. Any portion of a distribution which is not paid directly to
an Eligible Retirement Plan shall be distributed to the Participant. For
purposes of this paragraph, a Surviving Spouse or a Spouse or former Spouse
who is an alternate payee under a Qualified Domestic Relations Order as
defined in Code Section 414(p), will be permitted to elect to have any
Eligible Rollover Distribution paid directly to an individual retirement
account (IRA) or an individual retirement annuity (IRA).

The plan provisions otherwise applicable to distributions continue to apply to
Rollover and Transfer Contributions.


                                      23

<PAGE>


                                    ARTICLE V

                              PARTICIPANT ACCOUNTS

5.1      SEPARATE ACCOUNTS The Employer shall establish a separate bookkeeping
account for each Participant showing the total value of his or her interest in
the Fund. Each Participant's account shall be separated for bookkeeping purposes
into the following sub-accounts:

         (a)      Employer contributions.

                  (1)      Matching Contributions.

                  (2)      Qualified Matching Contributions.

                  (3)      Qualified Non-Elective Contributions.

                  (4)      Discretionary Contributions.

                  (5)      Elective Deferrals.

         (b)      Voluntary Contributions (and additional amounts including
                  required contributions and, if applicable, either repayments
                  of loans previously defaulted on and treated as "deemed
                  distributions" on which a tax report has been issued, and
                  amounts paid out upon a separation from service which have
                  been included in income and which are repaid after being
                  re-hired by the Employer).

         (c)      Qualified Voluntary Contributions (if the Plan previously
                  accepted these).

         (d)      Rollover Contributions and Transfer Contributions.

5.2      ADJUSTMENTS TO PARTICIPANT ACCOUNTS As of each Valuation Date of the
Plan, the Employer shall add to each account:

         (a)      the Participant's share of the Employer's contribution and
                  forfeitures as determined in the Adoption Agreement,

         (b)      any Elective Deferrals, Voluntary, Rollover or Transfer
                  Contributions made by the Participant,

         (c)      any repayment of amounts previously paid out to a Participant
                  upon a separation from Service and repaid by the Participant
                  since the last Valuation Date, and

         (d)      the Participant's proportionate share of any investment
                  earnings and increase in the fair market value of the Fund
                  since the last Valuation Date, as determined at paragraph 5.4.

The Employer shall deduct from each account:

         (e)      any withdrawals or payments made from the Participant's
                  account since the last Valuation Date, and


                                      24
<PAGE>


         (f)      the Participant's proportionate share of any decrease in the
                  fair market value of the Fund since the last Valuation Date,
                  as determined at paragraph 5.4.

5.3      ALLOCATING EMPLOYER CONTRIBUTIONS The Employer's contribution shall be
allocated to Participants in accordance with the allocation formula selected by
the Employer in the Adoption Agreement, and the minimum contribution and
allocation requirements for Top-Heavy Plans. Beginning with the 1990 Plan Year
and thereafter, for plans on Standardized Adoption Agreement 001, Participants
who are credited with more than 500 Hours of Service or are employed on the last
day of the Plan Year must receive a full allocation of Employer contributions.
In Nonstandardized Adoption Agreement 002, Employer contributions shall be
allocated to the accounts of Participants employed by the Employer on the last
day of the Plan Year unless indicated otherwise in the Adoption Agreement. In
the case of a non-Top-Heavy, Nonstandardized Plan, Participants must also have
completed a Year of Service unless otherwise specified in the Adoption
Agreement. For Nonstandardized Adoption Agreement 002, the Employer may only
apply the last day of the Plan Year and Year of Service requirements if the Plan
satisfies the requirements of Code Sections 401(a)(26) and 410(b) and the
regulations thereunder including the exception for 401(k) plans. If, when
applying the last day and Year of Service requirements, the Plan fails to
satisfy the aforementioned requirements, additional Participants will be
eligible to receive an allocation of Employer Contributions until the
requirements are satisfied. Participants who are credited with a Year of
Service, but not employed at Plan Year end, are the first category of additional
Participants eligible to receive an allocation. If the requirements are still
not satisfied, Participants credited with more than 500 Hours of Service and
employed at Plan Year end are the next category of Participants eligible to
receive an allocation. Finally, if necessary to satisfy the said requirements,
any Participant credited with more than 500 Hours of Service will be eligible
for an allocation of Employer Contributions. The Service requirement is not
applicable with respect to any Plan Year during which the Employer's Plan is
Top-Heavy.

5.4      ALLOCATING INVESTMENT EARNINGS AND LOSSES A Participant's share of
investment earnings and any increase or decrease in the fair market value of the
Fund shall be based on the proportionate value of all active accounts (other
than accounts with segregated investments) as of the last Valuation Date less
withdrawals since the last Valuation Date. If Employer and/or Employee
contributions are made monthly, quarterly, or on some other systematic basis,
the adjusted value of such accounts for allocation of investment income and
gains or losses shall include one-half the contributions for such period. If
Employer and/or Employee contributions are not made on a systematic basis, it is
assumed that they are made at the end of the valuation period and therefore will
not receive an allocation of investment earnings and gains or losses for such
period. Account balances not yet forfeited shall receive an allocation of
earnings and/or losses. Accounts with segregated investments shall receive only
the income or loss on such segregated investments.

5.5      PARTICIPANT STATEMENTS Upon completing the allocations described above
for the Valuation Date coinciding with the end of the Plan Year, the Employer
shall prepare a statement for each Participant showing the additions to and
subtractions from his or her account since the last such statement and the fair
market value of his or her account as of the current Valuation Date. Employers
so choosing may prepare Participant statements for each Valuation Date.


                                      25
<PAGE>


                                   ARTICLE VI

                      RETIREMENT BENEFITS AND DISTRIBUTIONS

6.1      NORMAL RETIREMENT BENEFITS A Participant shall be entitled to receive
the balance held in his or her account from Employer contributions upon
attaining Normal Retirement Age or at such earlier dates as the provisions of
this Article VI may allow. If the Participant elects to continue working past
his or her Normal Retirement Age, he or she will continue as an active Plan
Participant and no distribution shall be made to such Participant until his
or her actual retirement date unless the employer elects otherwise in the
Adoption Agreement, or a minimum distribution is required by law. Settlement
shall be made in the normal form, or if elected, in one of the optional forms
of payment provided below.

6.2      EARLY RETIREMENT BENEFITS If the Employer so provides in the Adoption
Agreement, an Early Retirement Benefit will be available to individuals who meet
the age and Service requirements. An individual who meets the Early Retirement
Age requirements and separates from Service, will become fully vested,
regardless of any vesting schedule which otherwise might apply. If a Participant
separates from Service before satisfying the age requirements, but after having
satisfied the Service requirement, the Participant will be entitled to elect an
Early Retirement benefit upon satisfaction of the age requirement.

6.3      BENEFITS ON TERMINATION OF EMPLOYMENT

         (a)      If a Participant terminates employment prior to Normal
                  Retirement Age, such Participant shall be entitled to receive
                  the vested balance held in his or her account payable at
                  Normal Retirement Age in the normal form, or if elected, in
                  one of the optional forms of payment provided hereunder. If
                  applicable, the Early Retirement Benefit provisions may be
                  elected. Notwithstanding the preceding sentence, a former
                  Participant may, if allowed in the Adoption Agreement, make
                  application to the Employer requesting early payment of any
                  deferred vested and nonforfeitable benefit due.

         (b)      If a Participant terminates employment, and the value of that
                  Participant's Vested Account Balance derived from Employer and
                  Employee contributions is not greater than $3,500, the
                  Participant may receive a lump sum distribution of the value
                  of the entire vested portion of such account balance and the
                  non-vested portion will be treated as a forfeiture. The
                  Employer shall continue to follow their consistent policy, as
                  may be established, regarding immediate cash-outs of Vested
                  Account Balances of $3,500 or less. For purposes of this
                  Article, if the value of a Participant's Vested Account
                  Balance is zero, the Participant shall be deemed to have
                  received a distribution of such Vested Account Balance
                  immediately following termination. Likewise, if the
                  Participant is reemployed prior to incurring 5 consecutive
                  1-year Breaks in Service they will be deemed to have
                  immediately repaid such distribution. For Plan Years beginning
                  prior to 1989, a Participant's Vested Account Balance shall
                  not include Qualified Voluntary Contributions. Notwithstanding
                  the above, if the Employer maintains or has maintained a
                  policy of not distributing any amounts until the Participant's
                  Normal Retirement Age, the Employer can continue to uniformly
                  apply such policy.

         (c)      If a Participant terminates employment with a Vested Account
                  Balance derived from Employer and Employee contributions in
                  excess of $3,500, and elects (with his or her Spouse's
                  consent, if required) to receive 100% of the value of his or
                  her Vested Account Balance in a lump sum, the non-vested
                  portion will be treated as a forfeiture. The Participant (and
                  his or her Spouse, if required) must consent to any
                  distribution, when the


                                      26
<PAGE>


                  Vested Account Balance described above exceeds $3,500 or if
                  at the time of any prior distribution it exceeded $3,500. For
                  purposes of this paragraph, for Plan Years beginning prior to
                  1989, a Participant's Vested Account Balance shall not
                  include Qualified Voluntary Contributions.

         (d)      Distribution of less than 100% of the Participant's Vested
                  Account Balance shall only be permitted if the Participant is
                  fully vested upon termination of employment.

         (e)      If a Participant who is not 100% vested receives or is deemed
                  to receive a distribution pursuant to this paragraph and
                  resumes employment covered under this Plan, the Participant
                  shall have the right to repay to the Plan the full amount of
                  the distribution attributable to Employer contributions on or
                  before the earlier of the date that the Participant incurs 5
                  consecutive 1-year Breaks in Service following the date of
                  distribution or five years after the first date on which the
                  Participant is subsequently reemployed. In such event, the
                  Participant's account shall be restored to the value thereof
                  at the time the distribution was made and may further be
                  increased by the Plan's income and investment gains and/or
                  losses on the undistributed amount from the date of
                  distribution to the date of repayment.

         (f)      A Participant shall also have the option, to postpone payment
                  of his or her Plan benefits until the first day of April
                  following the calendar year in which he or she attains age
                  70-1/2. Any balance of a Participant's account resulting from
                  his or her Employee contributions not previously withdrawn, if
                  any, may be withdrawn by the Participant immediately following
                  separation from Service.

         (g)      If a Participant ceases to be an active Employee as a result
                  of a Disability as defined at paragraph 1.21, such Participant
                  shall be able to make an application for a disability
                  retirement benefit payment. The Participant's account balance
                  will be deemed "immediately distributable" as set forth in
                  paragraph 6.4, and will be fully vested pursuant to paragraph
                  9.2.

6.4      RESTRICTIONS ON IMMEDIATE DISTRIBUTIONS

         (a)      An account balance is immediately distributable if any part of
                  the account balance could be distributed to the Participant
                  (or Surviving Spouse) before the Participant attains (or would
                  have attained if not deceased) the later of the Normal
                  Retirement Age or age 62.

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


                                      27
<PAGE>


         (c)      Notwithstanding the foregoing, only the Participant need
                  consent to the commencement of a distribution in the form of a
                  qualified Joint and Survivor Annuity while the account balance
                  is immediately distributable. Furthermore, if payment in the
                  form of a Qualified Joint and Survivor Annuity is not required
                  with respect to the Participant pursuant to paragraph 8.7 of
                  the Plan, only the Participant need consent to the
                  distribution of an account balance that is immediately
                  distributable. Neither the consent of the Participant nor the
                  Participant's Spouse shall be required to the extent that a
                  distribution is required to satisfy Code Section 401(a)(9) or
                  Code Section 415. In addition, upon termination of this Plan
                  if the Plan does not offer an annuity option (purchased from a
                  commercial provider), the Participant's account balance may,
                  without the Participant's consent, be distributed to the
                  Participant or transferred to another Defined Contribution
                  Plan [other than an employee stock ownership plan as defined
                  in Code Section 4975(e)(7)] within the same controlled group.

         (d)      For purposes of determining the applicability of the foregoing
                  consent requirements to distributions made before the first
                  day of the first Plan Year beginning after 1988, the
                  Participant's Vested Account Balance shall not include amounts
                  attributable to Qualified Voluntary Contributions.

6.5      NORMAL FORM OF PAYMENT The normal form of payment for a profit-
sharing plan satisfying the requirements of paragraph 8.7 hereof shall be a
lump sum with no option for annuity payments. For all other plans, the normal
form of payment hereunder shall be a Qualified Joint and Survivor Annuity as
provided under Article VIII. A Participant whose Vested Account Balance
derived from Employer and Employee contributions exceeds $3,500, or if at the
time of any prior distribution it exceeded $3,500, shall (with the consent of
his or her Spouse) have the right to receive his or her benefit in a lump sum
or in monthly, quarterly, semi-annual or annual payments from the Fund over
any period not extending beyond the life expectancy of the Participant and
his or her Beneficiary. For purposes of this paragraph, for Plan Years prior
to 1989, a Participant's Vested Account Balance shall not include Qualified
Voluntary Contributions. The normal form of payment shall be automatic,
unless the Participant files a written request with the Employer prior to the
date on which the benefit is automatically payable, electing a lump sum or
installment payment option. No amendment to the Plan may eliminate one of the
optional distribution forms listed above.

6.6      COMMENCEMENT OF BENEFITS

         (a)      Unless the Participant elects otherwise, distribution of
                  benefits will begin no later than the 60th day after the close
                  of the Plan Year in which the latest of the following events
                  occurs:

                  (1)      the Participant attains age 65 (or normal retirement
                           age if earlier),

                  (2)      the 10th anniversary of the year in which the
                           Participant commenced participation in the Plan, or

                  (3)      the Participant terminates Service with the Employer.

         (b)      Notwithstanding the foregoing, the failure of a Participant
                  and Spouse (if necessary) to consent to a distribution while a
                  benefit is immediately distributable, within the meaning of
                  paragraph 6.4 hereof, shall be deemed an election to defer
                  commencement of payment of any benefit sufficient to satisfy
                  this paragraph.


                                      28

<PAGE>


6.7    CLAIMS PROCEDURES Upon retirement, death, or other severance of
employment, the Participant or his or her representative may make application
to the Employer requesting payment of benefits due and the manner of payment.
If no application for benefits is made, the Employer shall automatically pay
any vested benefit due hereunder in the normal form at the time prescribed at
paragraph 6.4. If an application for benefits is made, the Employer shall
accept, reject, or modify such request and shall notify the Participant in
writing setting forth the response of the Employer and in the case of a
denial or modification the Employer shall:

         (a)      state the specific reason or reasons for the denial,

         (b)      provide specific reference to pertinent Plan provisions on
                  which the denial is based,

         (c)      provide a description of any additional material or
                  information necessary for the Participant or his
                  representative to perfect the claim and an explanation of why
                  such material or information is necessary, and

         (d)      explain the Plan's claim review procedure as contained in this
                  Plan.

In the event the request is rejected or modified, the Participant or his or her
representative may within 60 days following receipt by the Participant or
representative of such rejection or modification, submit a written request for
review by the Employer of its initial decision. Within 60 days following such
request for review, the Employer shall render its final decision in writing to
the Participant or representative stating specific reasons for such decision. If
the Participant or representative is not satisfied with the Employer's final
decision, the Participant or representative can institute an action in a federal
court of competent jurisdiction; for this purpose, process would be served on
the Employer.

6.8    IN-SERVICE WITHDRAWALS An Employee may withdraw all or any part of the
fair market value of his or her Mandatory Contributions, Voluntary
Contributions, Qualified Voluntary Contributions or Rollover Contributions,
upon written request to the Employer. Transfer Contributions, which originate
from a Plan meeting the safe-harbor provisions of paragraph 8.7, may also be
withdrawn by an Employee upon written request to the Employer. Transfer
Contributions not meeting the safe-harbor provisions may only be withdrawn
upon retirement, death, Disability, termination or termination of the Plan,
and will be subject to Spousal consent requirements contained in Code
Sections 411(a)(11) and 417. No such withdrawals are permitted from a money
purchase plan until the participant reaches Normal Retirement Age. Such
request shall include the Participant's address, social security number,
birthdate, and amount of the withdrawal. If at the time a distribution of
Qualified Voluntary Contributions is received the Participant has not
attained age 59-1/2 and is not disabled, as defined at Code Section 22(e)(3),
the Participant will be subject to a federal income tax penalty, unless the
distribution is rolled over to a qualified plan or individual retirement plan
within 60 days of the date of distribution. A Participant may withdraw all or
any part of the fair market value of his or her pre-1987 Voluntary
Contributions with or without withdrawing the earnings attributable thereto.
Post-1986 Voluntary Contributions may only be withdrawn along with a portion
of the earnings thereon. The amount of the earnings to be withdrawn is
determined by using the formula: DA[1-(V, V + E)], where DA is the
distribution amount, V is the amount of Voluntary Contributions and V + E is
the amount of Voluntary Contributions plus the earnings attributable thereto.
A Participant withdrawing his or her other contributions prior to attaining
age 59-1/2, will be subject to a federal tax penalty to the extent that the
withdrawn amounts are includible in income. Unless the Employer provides
otherwise in the Adoption Agreement, any Participant in a profit-sharing plan
who is 100% fully vested in his or her Employer contributions may withdraw
all or any part of the fair market value of any of such contributions that
have been in the account at least two years, plus the investment earnings
thereon, after attaining age 59-1/2 without separation from Service. Such
distributions shall not be eligible for redeposit to the Fund. A withdrawal
under this paragraph shall not prohibit such Participant from sharing in any
future Employer Contribution he or she would otherwise be eligible to share
in. A request to

                                       29
<PAGE>


withdraw amounts pursuant to this paragraph must if applicable, be consented
to by the Participant's Spouse. The consent shall comply with the
requirements of paragraph 6.4 relating to immediate distributions.

Elective Deferrals, Qualified Non-elective Contributions, and Qualified Matching
Contributions, and income allocable to each are not distributable to a
Participant or his or her Beneficiary or Beneficiaries, in accordance with such
Participant's or Beneficiary's or Beneficiaries' election, earlier than upon
separation from Service, death, or Disability. Such amounts may also be
distributed upon:

         (a)      Termination of the Plan without the establishment of another
                  Defined Contribution Plan.

         (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 this
                  Plan after the disposition, but only with respect to Employees
                  who continue employment with the corporation acquiring such
                  assets.

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

         (d)      The attainment of age 59-1/2.

         (e)      The Hardship of the Participant as described in paragraph 6.9.

All distributions that may be made pursuant to one or more of the foregoing
distributable events are subject to the Spousal and Participant consent
requirements, if applicable, contained in Code Sections 401(a)(11) and 417.

6.9    HARDSHIP WITHDRAWAL If permitted by the Trustee/Custodian and the
Employer in the Adoption Agreement, a Participant may request a Hardship
withdrawal prior to attaining age 59-1/2. If the Participant has not attained
age 59-1/2, the Participant may be subject to a federal income tax penalty.
Such request shall be in writing to the Employer who shall have sole
authority to authorize a Hardship withdrawal, pursuant to the rules below.
Hardship withdrawals may include Elective Deferrals regardless of when
contributed and any earnings accrued and credited thereon as of the last day
of the Plan Year ending before July 1, 1989 and Employer related
contributions, including but not limited to Employer Matching Contributions,
plus the investment earnings thereon to the extent vested. Qualified Matching
Contributions, Qualified Non-Elective Contributions and Elective Deferrals
reclassified as Voluntary Contributions plus the investment earnings thereon
are only available for Hardship withdrawal prior to age 59-1/2 to the extent
that they were credited to the Participant's Account as of the last day of
the Plan Year ending prior to July 1, 1989. The Plan Administrator may limit
withdrawals to Elective Deferrals and the earnings thereon as stipulated
above. Hardship withdrawals are subject to the Spousal consent requirements
contained in Code Sections 401(a)(11) and 417. Only the following reasons are
valid to obtain Hardship withdrawal:

         (a)      medical expenses [within the meaning of Code Section 213(d)],
                  incurred or necessary for the medical care of the Participant,
                  his or her Spouse, children and other dependents,

         (b)      the purchase (excluding mortgage payments) of the principal
                  residence for the Participant,

         (c)      payment of tuition and related educational expenses for the
                  next twelve (12) months of post-secondary education for the
                  Participant, his or her Spouse, children or other dependents,
                  or

                                        30
<PAGE>


         (d)      the need to prevent eviction of the Employee from or a
                  foreclosure on the mortgage of, the Employee's principal
                  residence.

Furthermore, the following conditions must be met in order for a withdrawal to
be authorized:

         (e)      the Participant has obtained all distributions, other than
                  hardship distributions, and all nontaxable loans under all
                  plans maintained by the Employer,

         (f)      all plans maintained by the Employer, other than flexible
                  benefit plans under Code Section 125 providing for current
                  benefits, provide that the Employee's Elective Deferrals and
                  Voluntary Contributions will be suspended for twelve months
                  after the receipt of the Hardship distribution,

         (g)      the distribution is not in excess of the amount of the
                  immediate and heavy financial need [(a) through (d) above],
                  including amounts necessary to pay any federal, state or local
                  income tax or penalties reasonably anticipated to result from
                  the distribution, and

         (h)      all plans maintained by the Employer provide that an Employee
                  may not make Elective Deferrals for the Employee's taxable
                  year immediately following the taxable year of the Hardship
                  distribution in excess of the applicable limit under Code
                  Section 402(g) for such taxable year, less the amount of such
                  Employee's pre-tax contributions for the taxable year of the
                  Hardship distribution.

If a distribution is made at a time when a Participant has a nonforfeitable
right to less than 100% of the account balance derived from Employer
contributions and the Participant may increase the nonforfeitable percentage in
the account:

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

         (b)      At any relevant time the Participant's nonforfeitable portion
                  of the separate account will be equal to an amount ("X")
                  determined by the formula:

                         X = P [AB + (R X D)] - (R X D)

For purposes of applying the formula: "P" is the nonforfeitable percentage at
the relevant time, "AB" is the account balance 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.







                                        31
<PAGE>


                                   ARTICLE VII

                            DISTRIBUTION REQUIREMENTS

7.1      JOINT AND SURVIVOR ANNUITY REQUIREMENTS All distributions made under
the terms of this Plan must comply with the provisions of Article VIII
including, if applicable, the safe harbor provisions thereunder.

7.2      MINIMUM DISTRIBUTION REQUIREMENTS All distributions required under this
Article shall be determined and made in accordance with the minimum distribution
requirements of Code Section 401(a)(9) and the regulations thereunder, including
the minimum distribution incidental benefit rules found at Regulations Section
1.401(a)(9)-2. The entire interest of a Participant must be distributed or begin
to be distributed no later than the Participant's Required Beginning Date. Life
expectancy and joint and last survivor life expectancy are computed by using the
expected return multiples found in Tables V and VI of Regulations Section
1.72-9.

7.3      LIMITS ON DISTRIBUTION PERIODS As of the First Distribution Calendar
Year, distributions if not made in a single-sum, may only be made over one of
the following periods (or a combination thereof):

         (a)      the life of the Participant,

         (b)      the life of the Participant and a Designated Beneficiary,

         (c)      a period certain not extending beyond the life expectancy of
                  the participant, or

         (d)      a period certain not extending beyond the joint and last
                  survivor expectancy of the Participant and a designated
                  beneficiary.

7.4      REQUIRED DISTRIBUTIONS ON OR AFTER THE REQUIRED BEGINNING DATE

         (a)      If a participant's benefit is to be distributed over (1) a
                  period not extending beyond the life expectancy of the
                  Participant or the joint life and last survivor expectancy of
                  the Participant and the Participant's Designated Beneficiary
                  or (2) a period not extending beyond the life expectancy of
                  the Designated Beneficiary, the amount required to be
                  distributed for each calendar year, beginning with
                  distributions for the First Distribution Calendar Year, must
                  at least equal the quotient obtained by dividing the
                  Participant's benefit by the Applicable Life Expectancy.

         (b)      For calendar years beginning before 1989, if the Participant's
                  Spouse is not the Designated Beneficiary, the method of
                  distribution selected must have assured that at least 50% of
                  the Present Value of the amount available for distribution was
                  to be paid within the life expectancy of the Participant.

         (c)      For calendar years beginning after 1988, the amount to be
                  distributed each year, beginning with distributions for the
                  First Distribution Calendar Year shall not be less than the
                  quotient obtained by dividing the Participant's benefit by the
                  lesser of (1) the Applicable Life Expectancy or (2) if the
                  Participant's Spouse is not the Designated Beneficiary, the
                  applicable divisor determined from the table set forth in
                  Q&A-4 of Regulations Section 1.401(a)(9)-2. Distributions
                  after the death of the Participant shall be distributed using
                  the Applicable Life Expectancy as the relevant divisor without
                  regard to Regulations Section 1.401(a)(9)-2.


                                      32
<PAGE>


         (d)      The minimum distribution required for the Participant's First
                  Distribution Calendar Year must be made on or before the
                  Participant's Required Beginning Date. The minimum
                  distribution for other calendar years, including the minimum
                  distribution for the Distribution Calendar Year in which the
                  Participant's Required Beginning Date occurs, must be made on
                  or before December 31 of that Distribution Calendar Year.

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

         (f)      For purposes of determining the amount of the required
                  distribution for each Distribution Calendar Year, the account
                  balance to be used is the account balance determined as of the
                  last valuation preceding the Distribution Calendar Year. This
                  balance will be increased by the amount of any contributions
                  or forfeitures allocated to the account balance after the
                  valuation date in such preceding calendar year. Such balance
                  will also be decreased by distributions made after the
                  Valuation Date in such preceding Calendar Year.

         (g)      For purposes of subparagraph 7.4(f), if any portion of the
                  minimum distribution for the First Distribution Calendar Year
                  is made in the second Distribution Calendar Year on or before
                  the Required Beginning Date, the amount of the minimum
                  distribution made in the second Distribution Calendar Year
                  shall be treated as if it had been made in the immediately
                  preceding Distribution Calendar Year.

7.5      REQUIRED BEGINNING DATE

         (a)      General Rule. The Required Beginning Date of a Participant is
                  the first day of April of the calendar year following the
                  calendar year in which the Participant attains age 70-1/2.

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

                  (1)      Non-5-percent owners. The Required Beginning Date of
                           a Participant who is not a 5-percent owner is the
                           first day of April of the calendar year following the
                           calendar year in which the later of retirement or
                           attainment of age 70-1/2 occurs. In the case of a
                           Participant who is not a 5-percent owner who attains
                           age 70-1/2 during 1988 and who has not retired as of
                           January 1, 1989, the Required Beginning Date is April
                           1, 1990.

                  (2)      5-percent owners. The Required Beginning Date of a
                           Participant who is a 5-percent owner during any year
                           beginning after 1979, is the first day of April
                           following the later of:

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

                           (ii)     the earlier of the calendar year with or
                                    within which ends the plan year in which the
                                    Participant becomes a 5-percent owner, or
                                    the calendar year in which the Participant
                                    retires.


                                      33
<PAGE>


         (c)      A Participant is treated as a 5-percent owner for purposes of
                  this Paragraph if such Participant is a 5-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
                  66-1/2 or any subsequent Plan Year.

         (d)      Once distributions have begun to a 5-percent owner under this
                  paragraph, they must continue to be distributed, even if the
                  Participant ceases to be a 5-percent owner in a subsequent
                  year.

7.6      TRANSITIONAL RULE

         (a)      Notwithstanding the other requirements of this Article and
                  subject to the requirements of Article VIII, Joint and
                  Survivor Annuity Requirements, distribution on behalf of any
                  Employee, including a 5-percent owner, may be made in
                  accordance with all of the following requirements (regardless
                  of when such distribution commences):

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

                  (2)      The distribution is in accordance with a method of
                           distribution designated by the Employee whose
                           interest in the Trust is being distributed or, if the
                           Employee is deceased, by a beneficiary of such
                           Employee.

                  (3)      Such designation was in writing, was signed by the
                           Employee or the beneficiary, and was made before
                           1984.

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

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

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

         (c)      For any distribution which commences before 1984, but
                  continues after 1983, the Employee or the beneficiary, to whom
                  such distribution is being made, will be presumed to have
                  designated the method of distribution under which the
                  distribution is being made if the method of distribution was
                  specified in writing and the distribution satisfies the
                  requirements in subparagraphs (a)(1) and (5) above.

         (d)      If a designation is revoked, any subsequent distribution must
                  satisfy the requirements of Code Section 401(a)(9) and the
                  regulations thereunder. If a designation is revoked subsequent
                  to the date distributions are required to begin, the Trust
                  must distribute by the


                                      34
<PAGE>


                  end of the calendar year following the calendar year in
                  which the revocation occurs the total amount not yet
                  distributed which would have been required to have been
                  distributed to satisfy Code Section 401(a)(9) and the
                  regulations thereunder, but for the section 242(b)(2)
                  election of the Tax Equity and Fiscal Responsibility Act of
                  1982. For calendar years beginning after 1988, such
                  distributions must meet the minimum distribution incidental
                  benefit requirements in section 1.401(a)(9)-2 of the Income
                  Tax Regulations. Any changes in the designation will be
                  considered to be a revocation of the designation. However,
                  the mere substitution or addition of another beneficiary
                  (one not named in the designation) under the designation
                  will not be considered to be a revocation of the
                  designation, so long as such substitution or addition does
                  not alter the period over which distributions are to be
                  made under the designation, directly or indirectly (for
                  example, by altering the relevant measuring life). In the
                  case in which an amount is transferred or rolled over from
                  one plan to another plan, the rules in Q&A J-2 and Q&A J-3
                  of the regulations shall apply.

7.7      DESIGNATION OF BENEFICIARY FOR DEATH BENEFIT Each Participant shall
file a written designation of beneficiary with the Employer upon qualifying
for participation in this Plan. Such designation shall remain in force until
revoked by the Participant by filing a new beneficiary form with the
Employer. The Participant may elect to have a portion of his or her account
balance invested in an insurance contract. If an insurance contract is
purchased under the Plan, the Trustee must be named as Beneficiary under the
terms of the contract. However, the Participant shall designate a Beneficiary
to receive the proceeds of the contract after settlement is received by the
Trustee. Under a profit-sharing plan satisfying the requirements of paragraph
8.7, the Designated Beneficiary shall be the Participant's Surviving Spouse,
if any, unless such Spouse properly consents otherwise.

7.8      NONEXISTENCE OF BENEFICIARY Any portion of the amount payable hereunder
which is not disposed of because of the Participant's or former Participant's
failure to designate a beneficiary, or because all of the Designated
Beneficiaries predeceased the Participant, shall be paid to his or her Spouse.
If the Participant had no Spouse at the time of death, payment shall be made to
the personal representative of his or her estate in a lump sum.

7.9      DISTRIBUTION BEGINNING BEFORE DEATH If the Participant dies after
distribution of his or her interest has begun, the remaining portion of such
interest will continue to be distributed at least as rapidly as under the method
of distribution being used prior to the Participant's death.

7.10     DISTRIBUTION BEGINNING AFTER DEATH If the Participant dies before
distribution of his or her interest begins, distribution of the Participant's
entire interest shall be completed by December 31 of the calendar year
containing the fifth anniversary of the Participant's death except to the extent
that an election is made to receive distributions in accordance with (a) or (b)
below:

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

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

If the Participant has not made an election pursuant to this paragraph 7.10 by
the time of his or her death, the Participant's Designated Beneficiary must
elect the method of distribution no later than the earlier of (1) December


                                      35
<PAGE>


31 of the calendar year in which distributions would be required to begin
under this section, or (2) December 31 of the calendar year which contains
the fifth anniversary of the date of death of the participant. If the
Participant has no Designated Beneficiary, or if the Designated Beneficiary
does not elect a method of distribution, then distribution of the
Participant's entire interest must be completed by December 31 of the
calendar year containing the fifth anniversary of the Participant's death.

For purposes of this paragraph if the Surviving Spouse dies after the
Participant, but before payments to such Spouse begin, the provisions of this
paragraph with the exception of paragraph (b) therein, shall be applied as if
the Surviving Spouse were the Participant. For the purposes of this paragraph
and paragraph 7.9, distribution of a Participant's interest is considered to
begin on the Participant's Required Beginning Date (or, if the preceding
sentence is applicable, the date distribution is required to begin to the
Surviving Spouse). If distribution in the form of an annuity described in
paragraph 7.4(e) irrevocably commences to the Participant before the Required
Beginning Date, the date distribution is considered to begin is the date
distribution actually commences.

For purposes of paragraph 7.9 and this paragraph, if an amount is payable to
either a minor or an individual who has been declared incompetent, the benefits
shall be paid to the legally appointed guardian for the benefit of said minor or
incompetent individual, unless the court which appointed the guardian has
ordered otherwise.

7.11     DISTRIBUTION OF EXCESS ELECTIVE DEFERRALS

         (a)      Notwithstanding any other provision of the Plan, Excess
                  Elective Deferrals plus any income and minus any loss
                  allocable thereto, shall be distributed no later than April
                  15, 1988, and each April 15 thereafter, to Participants to
                  whose accounts Excess Elective Deferrals were allocated for
                  the preceding taxable year, and who claim Excess Elective
                  Deferrals for such taxable year. Excess Elective Deferrals
                  shall be treated as Annual Additions under the Plan, unless
                  such amounts are distributed no later than the first April
                  15th following the close of the Participant's taxable year. A
                  Participant is deemed to notify the Plan Administrator of any
                  Excess Elective Deferrals that arise by taking into account
                  only those Elective Deferrals made to this Plan and any other
                  plans of this Employer.

         (b)      Furthermore, a Participant who participates in another plan
                  allowing Elective Deferrals may assign to this Plan any Excess
                  Elective Deferrals made during a taxable year of the
                  Participant, by notifying the Plan Administrator of the amount
                  of the Excess Elective Deferrals to be assigned. The
                  Participant's claim shall be in writing; shall be submitted to
                  the Plan Administrator not later than March 1 of each year;
                  shall specify the amount of the Participant's Excess Elective
                  Deferrals for the preceding taxable year; and shall be
                  accompanied by the Participant's written statement that if
                  such amounts are not distributed, such Excess Elective
                  Deferrals, when added to amounts deferred under other plans or
                  arrangements described in Code Sections 401(k), 408(k)
                  [Simplified Employee Pensions], or 403(b) [annuity programs
                  for public schools and charitable organizations] will exceed
                  the $7,000 limit as adjusted under Code Section 415(d) imposed
                  on the Participant by Code Section 402(g) for the year in
                  which the deferral occurred.

         (c)      Excess Elective Deferrals shall be adjusted for any income or
                  loss up to the end of the taxable year, during which such
                  excess was deferred. Income or loss will be calculated under
                  the method used to calculate investment earnings and losses
                  elsewhere in the Plan.

         (d)      If the Participant receives a return of his or her Elective
                  Deferrals, the amount of such contributions which are returned
                  must be brought into the Employee's taxable income.


                                      36
<PAGE>


7.12     DISTRIBUTIONS OF EXCESS CONTRIBUTIONS

         (a)      Notwithstanding any other provision of this Plan, Excess
                  Contributions, plus any income and minus any loss allocable
                  thereto, shall be distributed no later than the last day of
                  each Plan Year to Participants to whose accounts such Excess
                  Contributions were allocated for the preceding Plan Year. If
                  such excess amounts are distributed more than 2-1/2 months
                  after the last day of the Plan Year in which such excess
                  amounts arose, a ten (10) percent excise tax will be imposed
                  on the Employer maintaining the Plan with respect to such
                  amounts. Such distributions shall be made to Highly
                  Compensated Employees on the basis of the respective portions
                  of the Excess Contributions attributable to each of such
                  Employees. Excess Contributions of Participants who are
                  subject to the Family Member aggregation rules of Code Section
                  414(q)(6) shall be allocated among the Family Members in
                  proportion to the Elective Deferrals (and amounts treated as
                  Elective Deferrals) of each Family Member that is combined to
                  determine the Average Deferral Percentage.

         (b)      Excess Contributions (including the amounts recharacterized)
                  shall be treated as Annual Additions under the Plan.

         (c)      Excess Contributions shall be adjusted for any income or loss
                  up to the end of the Plan Year. Income or loss will be
                  calculated under the method used to calculate investment
                  earnings and losses elsewhere in the Plan.

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

7.13     DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS

         (a)      Notwithstanding any other provision of this Plan, Excess
                  Aggregate Contributions, plus any income and minus any loss
                  allocable thereto, shall be forfeited, if forfeitable, or if
                  not forfeitable, distributed no later than the last day of
                  each Plan Year to Participants to whose accounts such Excess
                  Aggregate Contributions were allocated for the preceding Plan
                  Year. Excess Aggregate Contributions shall be allocated to
                  Participants who are subject to the Family Member aggregation
                  rules of Code Section 414(q)(6) in the manner prescribed by
                  the regulations. If such Excess Aggregate Contributions are
                  distributed more than 2-1/2 months after the last day of the
                  Plan Year in which such excess amounts arose, a ten (10)
                  percent excise tax will be imposed on the Employer maintaining
                  the Plan with respect to those amounts. Excess Aggregate
                  Contributions shall be treated as Annual Additions under the
                  plan.

         (b)      Excess Aggregate Contributions shall be adjusted for any
                  income or loss up to the end of the Plan Year. The income or
                  loss allocable to Excess Aggregate Contributions is the sum of
                  income or loss for the Plan Year allocable to the
                  Participant's Voluntary Contribution account, Matching
                  Contribution account (if any, and if all amounts therein are
                  not used in the ADP test) and, if applicable, Qualified
                  Non-Elective Contribution account and Elective


                                      37
<PAGE>


                  Deferral account. Income or loss will be calculated under
                  the method used to calculate investment earnings and losses
                  elsewhere in the Plan.

         (c)      Forfeitures of Excess Aggregate Contributions may either be
                  reallocated to the accounts of non-Highly Compensated
                  Employees or applied to reduce Employer contributions, as
                  elected by the employer in the Adoption Agreement.

         (d)      Excess Aggregate Contributions shall be forfeited if such
                  amount is not vested. If vested, such excess shall be
                  distributed on a pro-rata basis from the Participant's
                  Voluntary Contribution account (and, if applicable, the
                  Participant's Qualified Non-Elective Contribution account,
                  Matching Contribution account, Qualified Matching Contribution
                  account, or Elective Deferral account, or both).


                                      38

<PAGE>


                                  ARTICLE VIII

                     JOINT AND SURVIVOR ANNUITY REQUIREMENTS

8.1      APPLICABILITY OF PROVISIONS The provisions of this Article shall apply
to any Participant who is credited with at least one Hour of Service with the
Employer on or after August 23, 1984 and such other Participants as provided
in paragraph 8.8.

8.2      PAYMENT OF QUALIFIED JOINT AND SURVIVOR ANNUITY Unless an optional
form of benefit is selected pursuant to a Qualified Election within the 90-day
period ending on the Annuity Starting Date, a married Participant's Vested
Account Balance will be paid in the form of a Qualified Joint and Survivor
Annuity and an unmarried Participant's Vested Account Balance will be paid in
the form of a life annuity. The Participant may elect to have such annuity
distributed upon attainment of the Early Retirement Age under the Plan.

8.3      PAYMENT OF QUALIFIED PRE-RETIREMENT SURVIVOR ANNUITY Unless an
optional form of benefit has been selected within the Election Period
pursuant to a Qualified Election, if a Participant dies before benefits have
commenced then the Participant's Vested Account Balance shall be paid in the
form of an annuity for the life of the Surviving Spouse. The Surviving Spouse
may elect to have such annuity distributed within a reasonable period after
the Participant's death.

A Participant who does not meet the age 35 requirement set forth in the Election
Period as of the end of any current Plan Year may make a special qualified
election to waive the qualified Pre-retirement Survivor Annuity for the period
beginning on the date of such election and ending on the first day of the Plan
Year in which the Participant will attain age 35. Such election shall not be
valid unless the Participant receives a written explanation of the Qualified
Pre-retirement Survivor Annuity in such terms as are comparable to the
explanation required under paragraph 8.5. Qualified Pre-retirement Survivor
Annuity coverage will be automatically reinstated as of the first day of the
Plan Year in which the Participant attains age 35. Any new waiver on or after
such date shall be subject to the full requirements of this Article.

8.4      QUALIFIED ELECTION A Qualified Election is an election to either waive
a Qualified Joint and Survivor Annuity or a qualified pre-retirement survivor
annuity. Any such election shall not be effective unless:

         (a)      the Participant's Spouse consents in writing to the election;

         (b)      the election designates a specific beneficiary, including any
                  class of beneficiaries or any contingent beneficiaries, which
                  may not be changed without spousal consent (or the Spouse
                  expressly permits designations by the Participant without any
                  further spousal consent);

         (c)      the Spouse's consent acknowledges the effect of the election;
                  and

         (d)      the Spouse's consent is witnessed by a Plan representative or
                  notary public.

Additionally, a Participant's waiver of the Qualified Joint and Survivor Annuity
shall not be effective unless the election designates a form of benefit payment
which may not be changed without spousal consent (or the Spouse expressly
permits designations by the Participant without any further spousal consent). If
it is established to the satisfaction of the Plan Administrator that there is no
Spouse or that the Spouse cannot be located, a waiver will be deemed a Qualified
Election. Any consent by a Spouse obtained under this provision (or
establishment that the consent of a Spouse may not be obtained) shall be
effective only with respect to such Spouse. A consent that permits designations
by the Participant without any requirement of further consent by such Spouse
must acknowledge that the Spouse has the right to limit consent to a specific
beneficiary, and a specific form of benefit where applicable,


                                      39
<PAGE>


and that the Spouse voluntarily elects to relinquish either or both of such
rights. A revocation of a prior waiver may be made by a Participant without
the consent of the Spouse at any time before the commencement of benefits.
The number of revocations shall not be limited. No consent obtained under
this provision shall be valid unless the Participant has received notice as
provided in paragraphs 8.5 and 8.6 below.

8.5      NOTICE REQUIREMENTS FOR QUALIFIED JOINT AND SURVIVOR ANNUITY In the
case of a Qualified Joint and Survivor Annuity, the Plan Administrator shall,
no less than 30 days and no more than 90 days prior to the Annuity Starting
date, provide each Participant a written explanation of:

         (a)      the terms and conditions of a Qualified Joint and Survivor
                  Annuity;

         (b)      the Participant's right to make and the effect of an election
                  to waive the Qualified Joint and Survivor Annuity form of
                  benefit;

         (c)      the rights of a Participant's Spouse; and

         (d)      the right to make, and the effect of, a revocation of a
                  previous election to waive the Qualified Joint and Survivor
                  Annuity.

8.6      NOTICE REQUIREMENTS FOR QUALIFIED PRE-RETIREMENT SURVIVOR ANNUITY In
the case of a qualified pre-retirement survivor annuity as described in
paragraph 8.3, the Plan Administrator shall provide each Participant within
the applicable period for such Participant a written explanation of the
qualified pre-retirement survivor annuity in such terms and in such manner as
would be comparable to the explanation provided for meeting the requirements
of paragraph 8.5 applicable to a Qualified Joint and Survivor Annuity. The
applicable period for a Participant is whichever of the following periods
ends last:

         (a)      the period beginning with the first day of the Plan Year in
                  which the Participant attains age 32 and ending with the close
                  of the Plan Year preceding the Plan Year in which the
                  Participant attains age 35;

         (b)      a reasonable period ending after the individual becomes a
                  Participant;

         (c)      a reasonable period ending after this Article first applies to
                  the Participant. Notwithstanding the foregoing, notice must be
                  provided within a reasonable period ending after separation
                  from Service in the case of a Participant who separates from
                  Service before attaining age 35.

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

8.7      SPECIAL SAFE-HARBOR EXCEPTION FOR CERTAIN PROFIT-SHARING PLANS

         (a)      This paragraph shall apply to a Participant in a
                  profit-sharing plan, and to any distribution, made on or after
                  the first day of the first plan year beginning after 1988,
                  from or under a separate account attributable solely to
                  Qualified Voluntary contributions, as maintained on


                                      40
<PAGE>


                  behalf of a Participant in a money purchase pension plan,
                  (including a target benefit plan) if the following conditions
                  are satisfied:

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

                  (2)      on the death of a Participant, the Participant's
                           Vested Account Balance will be paid to the
                           Participant's Surviving Spouse, but if there is no
                           Surviving Spouse, or if the Surviving Spouse has
                           consented in a manner conforming to a Qualified
                           Election, then to the Participant's Designated
                           Beneficiary.

                  The Surviving Spouse may elect to have distribution of the
                  Vested Account Balance commence within the 90-day period
                  following the date of the Participant's death. The account
                  balance shall be adjusted for gains or losses occurring after
                  the Participant's death in accordance with the provisions of
                  the Plan governing the adjustment of account balances for
                  other types of distributions. These safe-harbor rules shall
                  not be operative with respect to a Participant in a
                  profit-sharing plan if that plan is a direct or indirect
                  transferee of a Defined Benefit Plan, money purchase plan, a
                  target benefit plan, stock bonus plan, or profit-sharing plan
                  which is subject to the survivor annuity requirements of Code
                  Section 401(a)(11) and Code Section 417, and would therefore
                  have a Qualified Joint and Survivor Annuity as its normal form
                  of benefit.

         (b)      The Participant may waive the spousal death benefit described
                  in this paragraph at any time provided that no such waiver
                  shall be effective unless it satisfies the conditions
                  (described in paragraph 8.4) that would apply to the
                  Participant's waiver of the Qualified Pre-Retirement Survivor
                  Annuity.

         (c)      If this paragraph 8.7 is operative, then all other provisions
                  of this Article other than paragraph 8.8 are inoperative.

8.8      TRANSITIONAL JOINT AND SURVIVOR ANNUITY RULES Special transition
rules apply to Participants who were not receiving benefits on August 23, 1984.

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

         (b)      Any living Participant not receiving benefits on August 23,
                  1984, who was credited with at least one Hour of Service under
                  this Plan or a predecessor Plan on or after September 2, 1974,
                  and who is not otherwise credited with any Service in a Plan
                  Year beginning on or after January 1, 1976, must be given the
                  opportunity to have his or her benefits paid in accordance
                  with paragraph 8.9.

                  (c) The respective opportunities to elect [as described in (a)
                  and (b) above] must be afforded to the appropriate
                  Participants during the period commencing on August 23, 1984
                  and ending on the date benefits would otherwise commence to
                  said Participants.


                                      41
<PAGE>


8.9      AUTOMATIC JOINT AND SURVIVOR ANNUITY AND EARLY SURVIVOR ANNUITY Any
Participant who has elected pursuant to paragraph 8.8(b) and any Participant who
does not elect under paragraph 8.8(a) or who meets the requirements of paragraph
8.8(a), except that such Participant does not have at least 10 years of vesting
Service when he or she separates from Service, shall have his or her benefits
distributed in accordance with all of the following requirements if benefits
would have been payable in the form of a life annuity.

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

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

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

                  (3)      begins to receive payments on or after the Qualified
                           Early Retirement Age, or

                  (4)      separates from Service on or after attaining Normal
                           Retirement (or the Qualified Early Retirement Age)
                           and after satisfying the eligibility requirements for
                           the payment of benefits under the Plan and thereafter
                           dies before beginning to receive such benefits, then
                           such benefits will be received under this Plan in the
                           form of a Qualified Joint and Survivor Annuity,
                           unless the Participant has elected otherwise during
                           the Election Period. The Election Period must begin
                           at least 6 months before the Participant attains
                           Qualified Early Retirement Age and end not more than
                           90 days before the commencement of benefits. Any
                           election will be in writing and may be changed by the
                           Participant at any time.

         (b)      Election of Early Survivor Annuity. A Participant who is
                  employed after attaining the Qualified Early Retirement Age
                  will be given the opportunity to elect, during the Election
                  Period, to have a survivor annuity payable on death. If the
                  Participant elects the survivor annuity, payments under such
                  annuity must not be less than the payments which would have
                  been made to the Spouse under the Qualified Joint and Survivor
                  Annuity if the Participant had retired on the day before his
                  or her death. Any election under this provision will be in
                  writing and may be changed by the Participant at any time. The
                  Election Period begins on the later of:

                  (1)      the 90th day before the Participant attains the
                           Qualified Early Retirement Age, or

                  (2)      the date on which participation begins, and ends on
                           the date the Participant terminates employment.

8.10     ANNUITY CONTRACTS Any annuity contract distributed under this Plan
must be nontransferable. The terms of any annuity contract purchased and
distributed by the Plan to a Participant or Spouse shall comply with the
requirements of this Plan.


                                      42
<PAGE>


                                   ARTICLE IX

                                     VESTING

9.1      EMPLOYEE CONTRIBUTIONS A Participant shall always have a 100% vested
and nonforfeitable interest in his or her Elective Deferrals, Voluntary
Contributions, Qualified Voluntary Contributions, Rollover Contributions, and
Transfer Contributions plus the earnings thereon. No forfeiture of Employer
related contributions (including any minimum contributions made under paragraph
14.2) will occur solely as a result of an Employee's withdrawal of any Employee
contributions.

9.2      EMPLOYER CONTRIBUTIONS A Participant shall acquire a vested and
nonforfeitable interest in his or her account attributable to Employer
contributions in accordance with the table selected in the Adoption Agreement,
provided that if a Participant is not already fully vested, he or she shall
become so upon attaining Normal Retirement Age, Early Retirement Age, on death
prior to normal retirement, on retirement due to Disability, or on termination
of the Plan.

9.3      COMPUTATION PERIOD The computation period for purposes of
determining Years of Service and Breaks in Service for purposes of computing
a Participant's nonforfeitable right to his or her account balance derived
from Employer contributions shall be determined by the Employer in the
Adoption Agreement. In the event a former Participant with no vested interest
in his or her Employer contribution account requalifies for participation in
the Plan after incurring a Break in Service, such Participant shall be
credited for vesting with all pre-break and post-break Service.

9.4      REQUALIFICATION PRIOR TO FIVE CONSECUTIVE ONE-YEAR BREAKS IN SERVICE
The account balance of such Participant shall consist of any undistributed
amount in his or her account as of the date of re-employment plus any future
contributions added to such account plus the investment earnings on the
account. The Vested Account Balance of such Participant shall be determined
by multiplying the Participant's account balance (adjusted to include any
distribution or redeposit made under paragraph 6.3) by such Participant's
vested percentage. All Service of the Participant, both prior to and following
the break, shall be counted when computing the Participant's vested percentage.

9.5      REQUALIFICATION AFTER FIVE CONSECUTIVE ONE-YEAR BREAKS IN SERVICE If
such Participant is not fully vested upon re-employment, a new account shall
be established for such Participant to separate his or her deferred vested
and nonforfeitable account, if any, from the account to which new allocations
will be made. The Participant's deferred account to the extent remaining
shall be fully vested and shall continue to share in earnings and losses of
the Fund. When computing the Participant's vested portion of the new account,
all pre-break and post-break Service shall be counted. However, notwithstanding
this provision, no such former Participant who has had five consecutive one-year
Breaks in Service shall acquire a larger vested and nonforfeitable interest in
his or her prior account balance as a result of requalification hereunder.

9.6      CALCULATING VESTED INTEREST A Participant's vested and nonforfeitable
interest shall be calculated by multiplying the fair market value of his or her
account attributable to Employer contributions on the Valuation Date preceding
distribution by the decimal equivalent of the vested percentage as of his or her
termination date. The amount attributable to Employer contributions for purposes
of the calculation includes amounts previously paid out pursuant to paragraph
6.3 and not repaid. The Participant's vested and nonforfeitable interest, once
calculated above, shall be reduced to reflect those amounts previously paid out
to the Participant and not repaid by the Participant. The Participant's vested
and nonforfeitable interest so determined shall continue to share in the
investment earnings and any increase or decrease in the fair market value of the
Fund up to the Valuation Date preceding or coinciding with payment.


                                      43
<PAGE>


9.7      FORFEITURES Any balance in the account of a Participant who has
separated from Service to which he or she is not entitled under the foregoing
provisions, shall be forfeited and applied as provided in the Adoption
Agreement. A forfeiture may only occur if the Participant has received a
distribution from the Plan or if the Participant has incurred five consecutive
1-year Breaks in Service. Furthermore, a Highly Compensated Employee's Matching
Contributions may be forfeited, even if vested, if the contributions to which
they relate are Excess Deferrals, Excess Contributions or Excess Aggregate
Contributions.

9.8     AMENDMENT OF VESTING SCHEDULE No amendment to the Plan shall have the
effect of decreasing a Participant's vested interest determined without
regard to such amendment as of the later of the date such amendment is
adopted or the date it becomes effective. Further, if the vesting schedule of
the Plan is amended, or the Plan is amended in any way that directly or
indirectly affects the computation of any Participant's nonforfeitable
percentage or if the Plan is deemed amended by an automatic change to or from
a Top-Heavy vesting schedule, each Participant with at least three Years of
Service with the Employer may elect, within a reasonable period after the
adoption of the amendment, to have his or her nonforfeitable percentage
computed under the Plan without regard to such amendment. For Participants
who do not have at least one Hour of Service in any Plan Year beginning after
1988, the preceding sentence shall be applied by substituting "Five Years of
Service" for "Three Years of Service" where such language appears. The period
during which the election may be made shall commence with the date the
amendment is adopted and shall end on the later of:

         (a)      60 days after the amendment is adopted;

         (b)      60 days after the amendment becomes effective; or

         (c)      60 days after the Participant is issued written notice of the
                  amendment by the Employer or the Trustee/Custodian. If the
                  Trustee/Custodian is asked to so notify, the Fund will be
                  charged for the costs thereof.

No amendment to the Plan shall be effective to the extent that it has the effect
of decreasing a Participant's accrued benefit. Notwithstanding the preceding
sentence, a Participant's account balance may be reduced to the extent permitted
under section 412(c)(8) of the Code (relating to financial hardships). For
purposes of this paragraph, a Plan amendment which has the effect of decreasing
a Participant's account balance or eliminating an optional form of benefit, with
respect to benefits attributable to service before the amendment, shall be
treated as reducing an accrued benefit.

9.9      SERVICE WITH CONTROLLED GROUPS All Years of Service with other
members of a controlled group of corporations [as defined in Code
Section 414(b)], trades or businesses under common control [as defined in Code
Section 414(c)], or members of an affiliated service group [as defined in Code
Section 414(m)] shall be considered for purposes of determining a Participant's
nonforfeitable percentage.

                                      44

<PAGE>


                                    ARTICLE X

                           LIMITATIONS ON ALLOCATIONS
                         AND ANTIDISCRIMINATION TESTING

10.1     PARTICIPATION IN THIS PLAN ONLY If the Participant does not participate
in and has never participated in another qualified plan, a Welfare Benefit Fund
(as defined in paragraph 1.89) or an individual medical account, as defined in
Code Section 415(l)(2), maintained by the adopting Employer, which provides an
Annual Addition as defined in paragraph 1.4, the amount of Annual Additions
which may be credited to the Participant's account for any Limitation Year
will not exceed the lesser of the Maximum Permissible Amount or any other
limitation contained in this Plan. If the Employer contribution that would
otherwise be contributed or allocated to the Participant's account would
cause the Annual Additions for the Limitation Year to exceed the Maximum
Permissible Amount, the amount contributed or allocated will be reduced so
that the Annual Additions for the Limitation Year will equal the Maximum
Permissible Amount. Prior to determining the Participant's actual Compensation
for the Limitation Year, the Employer may determine the Maximum Permissible
Amount for a Participant on the basis of a reasonable estimate of the
Participant's Compensation for the Limitation Year, uniformly determined for
all Participants similarly situated. As soon as is administratively feasible
after the end of the Limitation Year, the Maximum Permissible Amount for the
Limitation Year will be determined on the basis of the Participant's actual
Compensation for the Limitation Year.

10.2     DISPOSITION OF EXCESS ANNUAL ADDITIONS If, pursuant to paragraph
10.1 or as a result of the allocation of forfeitures, there is an Excess
Amount, the excess will be disposed of under one of the following methods as
determined in the Adoption Agreement. If no election is made in the Adoption
Agreement then method "(a)" below shall apply.

         (a)      Suspense Account Method

                  (1)      Any nondeductible Employee Voluntary, Required
                           Voluntary Contributions and unmatched Elective
                           Deferrals to the extent they would reduce the Excess
                           Amount will be returned to the Participant. To the
                           extent necessary to reduce the Excess Amount,
                           non-Highly Compensated Employees will have all
                           Elective Deferrals returned whether or not there was
                           a corresponding match.

                  (2)      If after the application of paragraph (1) an Excess
                           Amount still exists, and the Participant is covered
                           by the Plan at the end of the Limitation Year, the
                           Excess Amount in the Participant's account will be
                           used to reduce Employer contributions (including any
                           allocation of forfeitures) for such Participant in
                           the next Limitation Year, and each succeeding
                           Limitation Year if necessary;

                  (3)      If after the application of paragraph (1) an Excess
                           Amount still exists, and the Participant is not
                           covered by the Plan at the end of the Limitation
                           Year, the Excess Amount will be held unallocated in a
                           suspense account. The suspense account will be
                           applied to reduce future Employer contributions
                           (including allocation of any forfeitures) for all
                           remaining Participants in the next Limitation Year,
                           and each succeeding Limitation Year if necessary;


                                      45
<PAGE>


                  (4)      If a suspense account is in existence at any time
                           during the Limitation Year pursuant to this
                           paragraph, it will not participate in the allocation
                           of investment gains and losses. If a suspense account
                           is in existence at any time during a particular
                           Limitation Year, all amounts in the suspense account
                           must be allocated and reallocated to Participants'
                           accounts before any Employer contributions or any
                           Employee Contributions may be made to the Plan for
                           that Limitation Year. Excess amounts may not be
                           distributed to Participants or former Participants.

         (b)      Spillover Method

                  (1)      Any nondeductible Employee Voluntary, Required
                           Voluntary Contributions and unmatched Elective
                           Deferrals to the extent they would reduce the Excess
                           Amount will be returned to the Participant. To the
                           extent necessary to reduce the Excess Amount,
                           non-Highly Compensated Employees will have all
                           Elective Deferrals returned whether or not there was
                           a corresponding match.

                  (2)      Any Excess Amount which would be allocated to the
                           account of an individual Participant under the Plan's
                           allocation formula will be reallocated to other
                           Participants in the same manner as other Employer
                           contributions. No such reallocation shall be made to
                           the extent that it will result in an Excess Amount
                           being created in such Participant's own account.

                  (3)      To the extent that amounts cannot be reallocated
                           under (1) above, the suspense account provisions of
                           (a) above will apply.

10.3     PARTICIPATION IN THIS PLAN AND ANOTHER MASTER AND PROTOTYPE DEFINED
CONTRIBUTION PLAN, WELFARE BENEFIT FUND OR INDIVIDUAL MEDICAL ACCOUNT MAINTAINED
BY THE EMPLOYER The Annual Additions which may be credited to a Participant's
account under this Plan for any Limitation Year will not exceed the Maximum
Permissible Amount reduced by the Annual Additions credited to a Participant's
account under the other Master or Prototype Defined Contribution Plans, Welfare
Benefit Funds, and individual medical accounts as defined in Code Section
415(l)(2), maintained by the Employer, which provide an Annual Addition as
defined in paragraph 1.4 for the same Limitation Year. If the Annual Additions,
with respect to the Participant under other Defined Contribution Plans and
Welfare Benefit Funds maintained by the Employer, are less than the Maximum
Permissible Amount and the Employer contribution that would otherwise be
contributed or allocated to the Participant's account under this Plan would
cause the Annual Additions for the Limitation Year to exceed this limitation,
the amount contributed or allocated will be reduced so that the Annual Additions
under all such plans and funds for the Limitation Year will equal the Maximum
Permissible Amount. If the Annual Additions with respect to the Participant
under such other Defined Contribution Plans and Welfare Benefit Funds in the
aggregate are equal to or greater than the Maximum Permissible Amount, no amount
will be contributed or allocated to the Participant's account under this Plan
for the Limitation Year. Prior to determining the Participant's actual
Compensation for the Limitation Year, the Employer may determine the Maximum
Permissible Amount for a Participant in the manner described in paragraph 10.1.
As soon as administratively feasible after the end of the Limitation Year, the
Maximum Permissible Amount for the Limitation Year will be determined on the
basis of the Participant's actual Compensation for the Limitation Year.

10.4     DISPOSITION OF EXCESS ANNUAL ADDITIONS UNDER TWO PLANS If, pursuant to
paragraph 10.3 or as a result of forfeitures, a Participant's Annual Additions
under this Plan and such other plans would result in an Excess Amount for a
Limitation Year, the Excess Amount will be deemed to consist of the Annual
Additions last allocated except


                                      46
<PAGE>


that Annual Additions attributable to a Welfare Benefit Fund or Individual
Medical Account as defined in Code Section 415(l)(2) will be deemed to have
been allocated first regardless of the actual allocation date. If an Excess
Amount was allocated to a Participant on an allocation date of this Plan
which coincides with an allocation date of another plan, the Excess Amount
attributed to this Plan will be the product of:

         (a)      the total Excess Amount allocated as of such date, times

         (b)      the ratio of:

                  (1)      the Annual Additions allocated to the Participant for
                           the Limitation Year as of such date under the Plan,
                           to

                  (2)      the total Annual Additions allocated to the
                           Participant for the Limitation Year as of such date
                           under this and all the other qualified Master or
                           Prototype Defined Contribution Plans.

Any Excess Amount attributed to this Plan will be disposed of in the manner
described in paragraph 10.2.

10.5     PARTICIPATION IN THIS PLAN AND ANOTHER DEFINED CONTRIBUTION PLAN WHICH
IS NOT A MASTER OR PROTOTYPE PLAN If the Participant is covered under another
qualified Defined Contribution Plan maintained by the Employer which is not a
Master or Prototype Plan, Annual Additions which may be credited to the
Participant's account under this Plan for any Limitation Year will be limited in
accordance with paragraphs 10.3 and 10.4 as though the other plan were a Master
or Prototype Plan, unless the Employer provides other limitations in the
Adoption Agreement.

10.6     PARTICIPATION IN THIS PLAN AND A DEFINED BENEFIT PLAN If the Employer
maintains, or at any time maintained, a qualified Defined Benefit Plan covering
any Participant in this Plan, the sum of the Participant's Defined Benefit Plan
Fraction and Defined Contribution Plan Fraction will not exceed 1.0 in any
Limitation Year. For any Plan Year during which the Plan is Top-Heavy, the
Defined Benefit and Defined Contribution Plan Fractions shall be calculated in
accordance with Code Section 416(h). The Annual Additions which may be credited
to the Participant's account under this Plan for any Limitation Year will be
limited in accordance with the provisions set forth in the Adoption Agreement.

10.7     AVERAGE DEFERRAL PERCENTAGE (ADP) TEST With respect to any Plan Year,
the Average Deferral Percentage for Participants who are Highly Compensated
Employees and the Average Deferral Percentage for Participants who are
non-Highly Compensated Employees must satisfy one of the following tests:

         (a)      Basic Test - The Average Deferral Percentage for Participants
                  who are Highly Compensated Employees for the Plan Year is not
                  more than 1.25 times the Average Deferral Percentage for
                  Participants who are non-Highly Compensated Employees for the
                  same Plan Year, or

         (b)      Alternative Test - The Average Deferral Percentage for
                  Participants who are Highly Compensated Employees for the Plan
                  Year does not exceed the Average Deferral Percentage for
                  Participants who are non-Highly Compensated Employees for the
                  same Plan Year by more than 2 percentage points provided that
                  the Average Deferral Percentage for Participants who are
                  Highly Compensated Employees is not more than 2.0 times the
                  Average Deferral Percentage for Participants who are
                  non-Highly Compensated Employees.

10.8     SPECIAL RULES RELATING TO APPLICATION OF ADP TEST


                                      47
<PAGE>


         (a)      The Actual Deferral Percentage for any Participant who is a
                  Highly Compensated Employee for the Plan Year and who is
                  eligible to have Elective Deferrals (and Qualified
                  Non-Elective Contributions or Qualified Matching
                  Contributions, or both, if treated as Elective Deferrals for
                  purposes of the ADP test) allocated to his or her accounts
                  under two or more arrangements described in Code Section
                  401(k), that are maintained by the Employer, shall be
                  determined as if such Elective Deferrals (and, if applicable,
                  such Qualified Non-Elective Contributions or Qualified
                  Matching Contributions, or both) were made under a single
                  arrangement. If a Highly Compensated Employee participates in
                  two or more cash or deferred arrangements that have different
                  Plan Years, all cash or deferred arrangements ending with or
                  within the same calendar year shall be treated as a single
                  arrangement.

         (b)      In the event that this Plan satisfies the requirements of Code
                  Sections 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 shall be applied by determining
                  the Actual Deferral Percentage of Employees as if all such
                  plans were a single plan. For Plan Years beginning after 1989,
                  plans may be aggregated in order to satisfy Code Section
                  401(k) only if they have the same Plan Year.

         (c)      For purposes of determining the Actual Deferral Percentage of
                  a Participant who is a 5-percent owner or one of the ten most
                  highly-paid Highly Compensated Employees, the Elective
                  Deferrals (and Qualified Non-Elective Contributions or
                  Qualified Matching Contributions, or both, if treated as
                  Elective Deferrals for purposes of the ADP test) and
                  Compensation of such Participant shall include the Elective
                  Deferrals (and, if applicable, Qualified Non-Elective
                  Contributions and Qualified Matching Contributions, or both)
                  for the Plan Year of Family Members as defined in paragraph
                  1.36 of this Plan. Family Members, with respect to such Highly
                  Compensated Employees, shall be disregarded as separate
                  Employees in determining the ADP both for Participants who are
                  non-Highly Compensated Employees and for Participants who are
                  Highly Compensated Employees. In the event of repeal of the
                  family aggregation rules under Code Section 414(q)(6), all
                  applications of such rules under this Plan will cease as of
                  the effective date of such repeal.

         (d)      For purposes of determining the ADP test, Elective Deferrals,
                  Qualified Non-Elective Contributions and Qualified Matching
                  Contributions must be made before the last day of the
                  twelve-month period immediately following the Plan Year to
                  which contributions relate.

         (e)      The Employer shall maintain records sufficient to demonstrate
                  satisfaction of the ADP test and the amount of Qualified
                  Non-Elective Contributions or Qualified Matching
                  Contributions, or both, used in such test.

         (f)      The determination and treatment of the Actual Deferral
                  Percentage amounts of any Participant shall satisfy such other
                  requirements as may be prescribed by the Secretary of the
                  Treasury.

10.9     RECHARACTERIZATION If the Employer allows for Voluntary Contributions
in the Adoption Agreement, a Participant may treat his or her Excess
Contributions as an amount distributed to the Participant and then contributed
by the Participant to the Plan. Recharacterized amounts will remain
nonforfeitable and subject to the


                                      48
<PAGE>


same distribution requirements as Elective Deferrals. Amounts may not be
recharacterized by a Highly Compensated Employee to the extent that such
amount in combination with other Employee Contributions made by that Employee
would exceed any stated limit under the Plan on Voluntary Contributions.
Recharacterization must occur no later than two and one-half months after the
last day of the Plan Year in which such Excess Contributions arose and is
deemed to occur no earlier than the date the last Highly Compensated Employee
is informed in writing of the amount recharacterized and the consequences
thereof. Recharacterized amounts will be taxable to the Participant for the
Participant's tax year in which the Participant would have received them in
cash.

10.10    AVERAGE CONTRIBUTION PERCENTAGE (ACP) TEST If the Employer makes
Matching Contributions or if the Plan allows Employees to make Voluntary
Contributions the Plan must meet additional nondiscrimination requirements
provided under Code Section 401(m). If Employee Contributions (including any
Elective Deferrals recharacterized as Voluntary Contributions) are made
pursuant to this Plan, then in addition to the ADP test referenced in
paragraph 10.7, the Average Contribution Percentage test is also applicable.
The Average Contribution Percentage for Participants who are Highly Compensated
Employees for each Plan Year and the Average Contribution Percentage for
Participants who are Non-Highly Compensated Employees for the same Plan Year
must satisfy one of the following tests:

         (a)      Basic Test - The Average Contribution Percentage for
                  Participants who are Highly Compensated Employees for the Plan
                  Year shall not exceed the Average Contribution Percentage for
                  Participants who are non-Highly Compensated Employees for the
                  same Plan Year multiplied by 1.25; or

         (b)      Alternative Test - The ACP for Participants who are Highly
                  Compensated Employees for the Plan Year shall not exceed the
                  Average Contribution Percentage for Participants who are
                  non-Highly Compensated Employees for the same Plan Year
                  multiplied by two (2), provided that the Average Contribution
                  Percentage for Participants who are Highly Compensated
                  Employees does not exceed the Average Contribution Percentage
                  for Participants who are non-Highly Compensated Employees by
                  more than two (2) percentage points.

10.11    SPECIAL RULES RELATING TO APPLICATION OF ACP TEST

         (a)      If one or more Highly Compensated Employees participate in
                  both a cash or deferred arrangement and a plan subject to the
                  ACP test maintained by the Employer and the sum of the ADP and
                  ACP of those Highly Compensated Employees subject to either or
                  both tests exceeds the Aggregate Limit, then the ADP or ACP of
                  those Highly Compensated Employees who also participate in a
                  cash or deferred arrangement will be reduced (beginning with
                  such Highly Compensated Employee whose ADP or ACP is the
                  highest) as set forth in the Adoption Agreement so that the
                  limit is not exceeded. The amount by which each Highly
                  Compensated Employee's Contribution Percentage Amounts is
                  reduced shall be treated as an Excess Aggregate Contribution.
                  The ADP and ACP of the Highly Compensated Employees are
                  determined after any corrections required to meet the ADP and
                  ACP tests. Multiple use does not occur if both the ADP and ACP
                  of the Highly Compensated Employees does not exceed 1.25
                  multiplied by the ADP and ACP of the non-Highly Compensated
                  Employees.

         (b)      For purposes of this Article, the Contribution Percentage for
                  any Participant who is a Highly Compensated Employee and who
                  is eligible to have Contribution Percentage Amounts allocated
                  to his or her account under two or more plans described in
                  Code


                                      49
<PAGE>


                  Section 401(a), or arrangements described in Code Section
                  401(k) that are maintained by the Employer, shall be
                  determined as if the total of such Contribution Percentage
                  Amounts was made under each Plan. If a Highly Compensated
                  Employee participates in two or more cash or deferred
                  arrangements that have different plan years, all cash or
                  deferred arrangements ending with or within the same calendar
                  year shall be treated as a single arrangement.

         (c)      In the event that this Plan satisfies the requirements of Code
                  Sections 401(a)(4), 401(m), 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 shall be applied by determining
                  the Contribution Percentage of Employees as if all such plans
                  were a single plan. For plan years beginning after 1989, plans
                  may be aggregated in order to satisfy Code Section 401(m) only
                  if the aggregated plans have the same Plan Year.

         (d)      For purposes of determining the Contribution percentage of a
                  Participant who is a five-percent owner or one of the ten most
                  highly-paid, Highly Compensated Employees, the Contribution
                  Percentage Amounts and Compensation of such Participant shall
                  include the Contribution Percentage Amounts and Compensation
                  for the Plan Year of Family Members as defined in Paragraph
                  1.36 of this Plan. Family Members, with respect to Highly
                  Compensated Employees, shall be disregarded as separate
                  Employees in determining the Contribution Percentage both for
                  Participants who are non-Highly Compensated Employees and for
                  Participants who are Highly Compensated Employees. In the
                  event of repeal of the family aggregation rules under Code
                  Section 414(q)(6), all applications of such rules under this
                  Plan will cease as of the effective date of such repeal.

         (e)      For purposes of determining the Contribution Percentage test,
                  Employee Contributions are considered to have been made in the
                  Plan Year in which contributed to the trust. Matching
                  Contributions and Qualified Non-Elective Contributions will be
                  considered made for a Plan Year if made no later than the end
                  of the twelve-month period beginning on the day after the
                  close of the Plan Year.

         (f)      The Employer shall maintain records sufficient to demonstrate
                  satisfaction of the ACP test and the amount of Qualified
                  Non-Elective Contributions or Qualified Matching
                  Contributions, or both, used in such test.

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

         (h)      Qualified Matching Contributions and Qualified Non-Elective
                  Contributions used to satisfy the ADP test may not be used to
                  satisfy the ACP test.


                                      50

<PAGE>


                                   ARTICLE XI

                                 ADMINISTRATION


11.1     PLAN ADMINISTRATOR The Employer shall be the named fiduciary and Plan
Administrator. These duties shall include:

         (a)      appointing the Plan's attorney, accountant, actuary, or any
                  other party needed to administer the Plan,

         (b)      directing the Trustee/Custodian with respect to payments from
                  the Fund,

         (c)      communicating with Employees regarding their participation and
                  benefits under the Plan, including the administration of all
                  claims procedures,

         (d)      filing any returns and reports with the Internal Revenue
                  Service, Department of Labor, or any other governmental
                  agency,

         (e)      reviewing and approving any financial reports, investment
                  reviews, or other reports prepared by any party appointed by
                  the Employer under paragraph (a),

         (f)      establishing a funding policy and investment objectives
                  consistent with the purposes of the Plan and the Employee
                  Retirement Income Security Act of 1974, and

         (g)      construing and resolving any question of Plan interpretation.
                  The Plan Administrator's interpretation of Plan provisions
                  including eligibility and benefits under the Plan is final,
                  and unless it can be shown to be arbitrary and capricious will
                  not be subject to "denovo" review.

11.2     TRUSTEE/CUSTODIAN The Trustee/Custodian shall be responsible for the
administration of investments held in the Fund. These duties shall include:

         (a)      receiving contributions under the terms of the Plan,

         (b)      making distributions from the Fund in accordance with written
                  instructions received from an authorized representative of the
                  Employer,

         (c)      keeping accurate records reflecting its administration of the
                  Fund and making such records available to the Employer for
                  review and audit. Within 90 days after each Plan Year, and
                  within 90 days after its removal or resignation, the
                  Trustee/Custodian shall file with the Employer an accounting
                  of its administration of the Fund during such year or from the
                  end of the preceding Plan Year to the date of removal or
                  resignation. Such accounting shall include a statement of cash
                  receipts and disbursements since the date of its last
                  accounting and shall contain an asset list showing the fair
                  market value of investments held in the Fund as of the end of
                  the Plan Year. The value of marketable investments shall be
                  determined using the most recent price quoted on a national
                  securities exchange or over the counter market. The value of
                  non-marketable investments shall be determined in the sole
                  judgement of the Trustee/Custodian which determination shall
                  be binding and conclusive. The value of investments in
                  securities or obligations of the Employer in which there is no


                                      51
<PAGE>


                  market shall be determined in the sole judgement of the
                  Employer and the Trustee/Custodian shall have no
                  responsibility with respect to the valuation of such assets.
                  The Employer shall review the Trustee/Custodian's accounting
                  and notify the Trustee/Custodian in the event of its
                  disapproval of the report within 90 days, providing the
                  Trustee/Custodian with a written description of the items in
                  question. The Trustee/Custodian shall have 60 days to provide
                  the Employer with a written explanation of the items in
                  question. If the Employer again disapproves, the
                  Trustee/Custodian shall file its accounting in a court of
                  competent jurisdiction for audit and adjudication, and

         (d)      employing such agents, attorneys or other professionals as the
                  Trustee may deem necessary or advisable in the performance of
                  its duties.

The Trustee's/Custodian's duties shall be limited to those described above. The
Employer shall be responsible for any other administrative duties required under
the Plan or by applicable law.

11.3     ADMINISTRATIVE FEES AND EXPENSES All reasonable costs, charges and
expenses incurred by the Trustee/Custodian in connection with the
administration of the Fund and all reasonable costs, charges and expenses
incurred by the Plan Administrator in connection with the administration of
the Plan (including fees for legal services rendered to the Trustee/Custodian
or Plan Administrator) may be paid by the Employer, but if not paid by the
Employer when due, shall be paid from the Fund. Such reasonable compensation
to the Trustee/Custodian as may be agreed upon from time to time between the
Employer and the Trustee/Custodian and such reasonable compensation to the
Plan Administrator as may be agreed upon from time to time between the
Employer and Plan Administrator may be paid by the Employer, but if not paid
by the Employer when due shall be paid by the Fund. The Trustee shall have
the right to liquidate trust assets to cover its fees. Notwithstanding the
foregoing, no compensation other than reimbursement for expenses shall be
paid to a Plan Administrator who is the Employer or a full-time Employee of
the Employer. In the event any part of the Trust/Custodial Account becomes
subject to tax, all taxes incurred will be paid from the Fund unless the Plan
Administrator advises the Trustee/Custodian not to pay such tax.

11.4     DIVISION OF DUTIES AND INDEMNIFICATION

         (a)      The Trustee/Custodian shall have the authority and discretion
                  to manage and govern the Fund to the extent provided in this
                  instrument, but does not guarantee the Fund in any manner
                  against investment loss or depreciation in asset value, or
                  guarantee the adequacy of the Fund to meet and discharge all
                  or any liabilities of the Plan.

         (b)      The Trustee/Custodian shall not be liable for the making,
                  retention or sale of any investment or reinvestment made by
                  it, as herein provided, or for any loss to, or diminution of
                  the Fund, or for any other loss or damage which may result
                  from the discharge of its duties hereunder except to the
                  extent it is judicially determined that the Trustee/Custodian
                  has failed to exercise the care, skill, prudence and diligence
                  under the circumstances then prevailing that a prudent person
                  acting in a like capacity and familiar with such matters would
                  use in the conduct of an enterprise of a like character with
                  like aims.

         (c)      The Employer warrants that all directions issued to the
                  Trustee/Custodian by it or the Plan Administrator will be in
                  accordance with the terms of the Plan and not contrary to the
                  provisions of the Employee Retirement Income Security Act of
                  1974 and regulations issued thereunder.


                                      52
<PAGE>


         (d)      The Trustee/Custodian shall not be answerable for any action
                  taken pursuant to any direction, consent, certificate, or
                  other paper or document on the belief that the same is genuine
                  and signed by the proper person. All directions by the
                  Employer, Participant or the Plan Administrator shall be in
                  writing. The Employer shall deliver to the Trustee/Custodian
                  certificates evidencing the individual or individuals
                  authorized to act as set forth in the Adoption Agreement or as
                  the Employer may subsequently inform the Trustee/Custodian in
                  writing and shall deliver to the Trustee/Custodian specimens
                  of their signatures.

         (e)      The duties and obligations of the Trustee/Custodian shall be
                  limited to those expressly imposed upon it by this instrument
                  or subsequently agreed upon by the parties. Responsibility for
                  administrative duties required under the Plan or applicable
                  law not expressly imposed upon or agreed to by the
                  Trustee/Custodian, shall rest solely with the Employer.

         (f)      The Trustee shall be indemnified and saved harmless by the
                  Employer from and against any and all liability to which the
                  Trustee/Custodian may be subjected, including all expenses
                  reasonably incurred in its defense, for any action or failure
                  to act resulting from compliance with the instructions of the
                  Employer, the employees or agents of the Employer, the Plan
                  Administrator, or any other fiduciary to the Plan, and for any
                  liability arising from the actions or non-actions of any
                  predecessor Trustee/Custodian or fiduciary or other
                  fiduciaries of the Plan.

         (g)      The Trustee/Custodian shall not be responsible in any way for
                  the application of any payments it is directed to make or for
                  the adequacy of the Fund to meet and discharge any and all
                  liabilities under the Plan.


                                      53
<PAGE>


                                   ARTICLE XII

                          TRUST FUND/CUSTODIAL ACCOUNT

12.1     THE FUND The Fund shall consist of all contributions made under
Article III and Article IV of the Plan and the investment thereof and
earnings thereon. All contributions and the earnings thereon less payments
made under the terms of the Plan, shall constitute the Fund. The Fund shall
be administered as provided in this document.

12.2     CONTROL OF PLAN ASSETS The assets of the Fund or evidence of ownership
shall be held by the Trustee/Custodian under the terms of the Plan and
Trust/Custodial Account. If the assets represent amounts transferred from
another trustee/custodian under a former plan, the Trustee/Custodian named
hereunder shall not be responsible for the propriety of any investment under the
former plan.

12.3     EXCLUSIVE BENEFIT RULES No part of the Fund shall be used for, or
diverted to, purposes other than for the exclusive benefit of Participants,
former Participants with a vested interest, and the beneficiary or
beneficiaries of deceased Participants having a vested interest in the Fund
at death.

12.4     ASSIGNMENT AND ALIENATION OF BENEFITS No right or claim to, or
interest in, any part of the Fund, or any payment from the Fund, shall be
assignable, transferable, or subject to sale, mortgage, pledge,
hypothecation, commutation, anticipation, garnishment, attachment, execution,
or levy of any kind. The Trustee/Custodian shall not recognize any attempt to
assign, transfer, sell, mortgage, pledge, hypothecate, commute, or anticipate
the same, except to the extent required by law. The preceding sentences shall
also apply to the creation, assignment, or recognition of a right to any
benefit payable with respect to a Participant pursuant to a domestic
relations order, unless such order is determined to be a qualified domestic
relations order, as defined in Code Section 414(p), or any domestic relations
order entered before January 1, 1985 which the Plan attorney and Plan
Administrator deem to be qualified.

12.5     DETERMINATION OF QUALIFIED DOMESTIC RELATIONS ORDER (QDRO) A Domestic
Relations Order shall specifically state all of the following in order to be
deemed a Qualified Domestic Relations Order ("QDRO"):

         (a)      The name and last known mailing address (if any) of the
                  Participant and of each alternate payee covered by the QDRO.
                  However, if the QDRO does not specify the current mailing
                  address of the alternate payee, but the Plan Administrator has
                  independent knowledge of that address, the QDRO will still be
                  valid.

         (b)      The dollar amount or percentage of the Participant's benefit
                  to be paid by the Plan to each alternate payee, or the manner
                  in which the amount or percentage will be determined.

         (c)      The number of payments or period for which the order applies.

         (d)      The specific plan (by name) to which the Domestic Relations
                  Order applies.

                  The Domestic Relations Order shall not be deemed a QDRO if it
                  requires the Plan to provide:

         (e)      any type or form of benefit, or any option not already
                  provided for in the Plan;

         (f)      increased benefits, or benefits in excess of the Participant's
                  vested rights;


                                      54
<PAGE>


         (g)      payment of a benefit earlier than allowed by the Plan's
                  earliest retirement provisions or in the case of a
                  profit-sharing plan, prior to the allowability of in-service
                  withdrawals, or

         (h)      payment of benefits to an alternate payee which are required
                  to be paid to another alternate payee under another QDRO.

Promptly, upon receipt of a Domestic Relations Order ("Order") which may or may
not be "Qualified", the Plan Administrator shall notify the Participant and any
alternate payee(s) named in the Order of such receipt, and include a copy of
this paragraph 12.5. The Plan Administrator shall then forward the Order to the
Plan's legal counsel for an opinion as to whether or not the Order is in fact
"Qualified" as defined in Code Section 414(p). Within a reasonable time after
receipt of the Order, not to exceed 60 days, the Plan's legal counsel shall make
a determination as to its "Qualified" status and the Participant and any
alternate payee(s) shall be promptly notified in writing of the determination.

If the "Qualified" status of the Order is in question, there will be a delay in
any payout to any payee including the Participant, until the status is resolved.
In such event, the Plan Administrator shall segregate the amount that would have
been payable to the alternate payee(s) if the Order had been deemed a QDRO. If
the Order is not Qualified, or the status is not resolved (for example, it has
been sent back to the Court for clarification or modification) within 18 months
beginning with the date the first payment would have to be made under the Order,
the Plan Administrator shall pay the segregated amounts plus interest to the
person(s) who would have been entitled to the benefits had there been no Order.
If a determination as to the Qualified status of the Order is made after the
18-month period described above, then the Order shall only be applied on a
prospective basis. If the Order is determined to be a QDRO, the Participant and
alternate payee(s) shall again be notified promptly after such determination.
Once an Order is deemed a QDRO, the Plan Administrator shall pay to the
alternate payee(s) all the amounts due under the QDRO, including segregated
amounts plus interest which may have accrued during a dispute as to the Order's
qualification.

Unless specified otherwise in the Adoption Agreement, the earliest retirement
age with regard to the Participant against whom the order is entered shall be
the date the order is determined to be qualified. This will only allow payouts
to alternate payee(s) and not the Participant.


                                      55

<PAGE>


                                  ARTICLE XIII

                                   INVESTMENTS

13.1 FIDUCIARY STANDARDS The Trustee/Custodian shall invest and reinvest
principal and income in the same Fund in accordance with the investment
objectives established by the Employer, provided that:

     (a)      such investments are prudent under the Employee Retirement
              Income Security Act of 1974 and the regulations thereunder,

     (b)      such investments are sufficiently diversified or otherwise
              insured or guaranteed to minimize the risk of large losses,
              and

     (c)      such investments are similar to those which would be purchased
              by another professional money manager for a like plan with
              similar investment objectives.

13.2 FUNDING ARRANGEMENT The Employer shall, in the Adoption Agreement, appoint
the Sponsor to serve as either Trustee or Custodian of the Fund. If the Sponsor
is appointed Trustee, the Fund shall be invested in any of the alternatives
available to the Trustee under paragraph 13.3 herein. If the Sponsor is
appointed Custodian, the Fund shall be invested only in the alternatives
available to the Custodian under paragraph 13.4 herein.

13.3 INVESTMENT ALTERNATIVES OF THE TRUSTEE As Trustee, the Sponsor shall
implement an investment program based on the Employer's investment objectives
and the Employee Retirement Income Security Act of 1974. In addition to powers
given by law, the Trustee may:

     (a)      invest the Fund in any form of property, including common and
              preferred stocks, exchange traded put and call options, bonds,
              money market instruments, mutual funds (including funds for
              which the Trustee or its affiliates serve as investment
              advisor), savings accounts, certificates of deposit, Treasury
              bills, insurance policies and contracts, or in any other
              property, real or personal, having a ready market. The Trustee
              may invest in time deposits (including, if applicable, its own
              or those of affiliates) which bear a reasonable interest rate.
              No portion of any Qualified Voluntary Contribution, or the
              earnings thereon, may be invested in life insurance contracts
              or, as with any Participant-directed investment, in tangible
              personal property characterized by the IRS as a collectible,

     (b)      transfer any assets of the Fund to a group or collective trust
              established to permit the pooling of funds of separate pension
              and profit-sharing trusts, provided the Internal Revenue
              Service has ruled such group or collective trust to be
              qualified under Code Section 401(a) and exempt under Code
              Section 501(a) (or the applicable corresponding provision of
              any other Revenue Act) or to any other common, collective, or
              commingled trust fund which has been or may hereafter be
              established and maintained by the Trustee and/or affiliates of
              the Trustee. Such commingling of assets of the Fund with
              assets of other qualified trusts is specifically authorized,
              and to the extent of the investment of the Fund in such a
              group or collective trust, the terms of the instrument
              establishing the group or collective trust shall be a part
              hereof as though set forth herein,

     (c)      invest up to 100% of the Fund in the common stock, debt
              obligations, or any other security issued by the Employer or
              by an affiliate of the Employer within the limitations
              provided under Sections 406, 407, and 408 of the Employee
              Retirement Income Security Act of 1974 and further provided
              that such investment does not constitute a prohibited
              transaction under


                                      56
<PAGE>


              Code Section 4975. Any such investment in Employer securities
              shall only be made upon written direction of the Employer who
              shall be solely responsible for propriety of such investment,

     (d)      hold cash uninvested and deposit same with any banking or
              savings institution, including its own banking department,

     (e)      join in or oppose the reorganization, recapitalization,
              consolidation, sale or merger of corporations or properties,
              including those in which it is interested as Trustee, upon
              such terms as it deems wise,

     (f)      hold investments in nominee or bearer form,

     (g)      vote proxies and, if appropriate, pass them on to any
              investment manager which may have directed the investment in
              the equity giving rise to the proxy,

     (h)      exercise all ownership rights with respect to assets held in
              the Fund.

13.4 INVESTMENT ALTERNATIVES OF THE CUSTODIAN As Custodian, the Sponsor shall be
depository of the Fund and shall, at the direction of the Employer, invest all
contributions exclusively in savings or time accounts, savings certificates of
deposit, or other savings or time instruments offered by the Custodian and, if
offered, by an affiliate of the Custodian.

13.5 PARTICIPANT LOANS If agreed upon by the Trustee and permitted by the
Employer in the Adoption Agreement, a Plan Participant may make application to
the Employer requesting a loan from the Fund. The Employer shall have the sole
right to approve or disapprove a Participant's application provided that loans
shall be made available to all Participants on a reasonably equivalent basis.
Loans shall not be made available to Highly Compensated Employees [as defined in
Code Section 414(q)] in an amount greater than the amount made available to
other Employees. Any loan granted under the Plan shall be made subject to the
following rules:

     (a)      No loan, when aggregated with any outstanding Participant
              loan(s), shall exceed the lesser of (i) $50,000 reduced by the
              excess, if any, of the highest outstanding balance of loans
              during the one year period ending on the day before the loan
              is made, over the outstanding balance of loans from the Plan
              on the date the loan is made or (ii) one-half of the fair
              market value of a Participant's Vested Account Balance built
              up from Employer Contributions, Voluntary Contributions, and
              Rollover Contributions. If the Participant's Vested Account
              Balance is $20,000 or less, the maximum loan shall not exceed
              the lesser of $10,000 or 100% of the Participant's Vested
              Account Balance. For the purpose of the above limitation, all
              loans from all plans of the Employer and other members of a
              group of employers described in Code Sections 414(b), 414(c),
              and 414(m) are aggregated. An assignment or pledge of any
              portion of the Participant's interest in the Plan and a loan,
              pledge, or assignment with respect to any insurance contract
              purchased under the Plan, will be treated as a loan under this
              paragraph.

     (b)      All applications must be made on forms provided by the
              Employer and must be signed by the Participant.

     (c)      Any loan shall bear interest at a rate reasonable at the time
              of application, considering the purpose of the loan and the
              rate being charged by representative commercial banks in the
              local area for a similar loan unless the Employer sets forth a
              different method for


                                      57
<PAGE>


              determining loan interest rates in its loan procedures. The loan
              agreement shall also provide that the payment of principal and
              interest be amortized in level payments not less than quarterly.

     (d)      The term of such loan shall not exceed five years except in
              the case of a loan for the purpose of acquiring any house,
              apartment, condominium, or mobile home (not used on a
              transient basis) which is used or is to be used within a
              reasonable time as the principal residence of the Participant.
              The term of such loan shall be determined by the Employer
              considering the maturity dates quoted by representative
              commercial banks in the local area for a similar loan.

     (e)      The principal and interest paid by a Participant on his or her
              loan shall be credited to the Fund in the same manner as for
              any other Plan investment. If elected in the Adoption
              Agreement, loans may be treated as segregated investments of
              the individual Participants. This provision is not available
              if its election will result in discrimination in operation of
              the Plan.

     (f)      If a Participant's loan application is approved by the
              Employer, such Participant shall be required to sign a note,
              loan agreement, and assignment of 50% of his or her interest
              in the Fund as collateral for the loan. The Participant,
              except in the case of a profit-sharing plan satisfying the
              requirements of paragraph 8.7 must obtain the consent of his
              or her Spouse, if any, within the 90 day period before the
              time his or her account balance is used as security for the
              loan. A new consent is required if the account balance is used
              for any renegotiation, extension, renewal or other revision of
              the loan, including an increase in the amount thereof. The
              consent must be written, must acknowledge the effect of the
              loan, and must be witnessed by a plan representative or notary
              public. Such consent shall subsequently be binding with
              respect to the consenting Spouse or any subsequent Spouse.

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

     (h)      The Employer may also require additional collateral in order
              to adequately secure the loan.

     (i)      A Participant's loan shall immediately become due and payable
              if such Participant terminates employment for any reason or
              fails to make a principal and/or interest payment as provided
              in the loan agreement. If such Participant terminates
              employment, the Employer shall immediately request payment of
              principal and interest on the loan. If the Participant refuses
              payment following termination, the Employer shall reduce the
              Participant's Vested Account Balance by the remaining
              principal and interest on his or her loan. If the
              Participant's Vested Account Balance is less than the amount
              due, the Employer shall take whatever steps are necessary to
              collect the balance due directly from the Participant.
              However, no foreclosure on the Participant's note or
              attachment of the Participant's account balance will occur
              until a distributable event occurs in the Plan.


                                      58
<PAGE>


     (j)      No loans will be made to Owner-Employees (as defined in
              paragraph 1.51) or Shareholder-Employees (as defined in
              paragraph 1.74), unless the Employer obtains a prohibited
              transaction exemption from the Department of Labor.

13.6 INSURANCE POLICIES If agreed upon by the Trustee and permitted by the
Employer in the Adoption Agreement, Employees may elect the purchase of life
insurance policies under the Plan. If elected, the maximum annual premium for a
whole life policy shall not exceed 50% of the aggregate Employer contributions
allocated to the account of a Participant. For profit-sharing plans the 50% test
need only be applied against Employer contributions allocated in the last two
years. Whole life policies are policies with both nondecreasing death benefits
and nonincreasing premiums. The maximum annual premium for term contracts or
universal life policies and all other policies which are not whole life shall
not exceed 25% of aggregate Employer contributions allocated to the account of a
Participant. The two-year rule for profit-sharing plans again applies. The
maximum annual premiums for a Participant with both a whole life and a term
contract or universal life policies shall be limited to one-half of the whole
life premium plus the term premium, but shall not exceed 25% of the aggregate
Employer contributions allocated to the account of a Participant, subject to the
two year rule for profit-sharing plans. Any policies purchased under this Plan
shall be held subject to the following rules:

     (a)      The Trustee shall be applicant and owner of any policies
              issued.

     (b)      All policies or contracts purchased hereunder, shall be
              endorsed as nontransferable, and must provide that proceeds
              will be payable to the Trustee; however, the Trustee shall be
              required to pay over all proceeds of the contracts to the
              Participant's Designated Beneficiary in accordance with the
              distribution provisions of this Plan. Under no circumstances
              shall the Trust retain any part of the proceeds.

     (c)      Each Participant shall be entitled to designate a beneficiary
              under the terms of any contract issued; however, such
              designation will be given to the Trustee which must be the
              named beneficiary on any policy. Such designation shall remain
              in force, until revoked by the Participant, by filing a new
              beneficiary form with the Trustee. A Participant's Spouse will
              be the Designated Beneficiary of the proceeds in all
              circumstances unless a Qualified Election has been made in
              accordance with paragraph 8.4. The beneficiary of a deceased
              Participant shall receive, in addition to the proceeds of the
              Participant's policy or policies, the amount credited to such
              Participant's investment account.

     (d)      A Participant who is uninsurable or insurable at substandard
              rates, may elect to receive a reduced amount of insurance, if
              available, or may waive the purchase of any insurance.

     (e)      All dividends or other returns received on any policy
              purchased shall be applied to reduce the next premium due on
              such policy, or if no further premium is due, such amount
              shall be credited to the Fund as part of the account of the
              Participant for whom the policy is held.

     (f)      If Employer contributions are inadequate to pay all premiums
              on all insurance policies, the Trustee may, at the option of
              the Employer, utilize other amounts remaining in each
              Participant's account to pay the premiums on his or her
              respective policy or policies, allow the policies to lapse,
              reduce the policies to a level at which they may be
              maintained, or borrow against the policies on a prorated
              basis, provided that the borrowing does not discriminate in
              favor of the policies on the lives of Officers, Shareholders,
              and highly compensated Employees.


                                      59
<PAGE>


     (g)      On retirement or termination of employment of a Participant,
              the Employer shall direct the Trustee to cash surrender the
              Participant's policy and credit the proceeds to his or her
              account for distribution under the terms of the Plan. However,
              before so doing, the Trustee shall first offer to transfer
              ownership of the policy to the Participant in exchange for
              payment by the Participant of the cash value of the policy at
              the time of transfer. Such payment shall be credited to the
              Participant's account for distribution under the terms of the
              Plan. All distributions resulting from the application of this
              paragraph shall be subject to the Joint and Survivor Annuity
              Rules of Article VIII, if applicable.

     (h)      The Employer shall be solely responsible to see that these
              insurance provisions are administered properly and that if
              there is any conflict between the provisions of this Plan and
              any insurance contracts issued that the terms of this Plan
              will control.

13.7 EMPLOYER INVESTMENT DIRECTION If agreed upon by the Trustee and approved
by the Employer in the Adoption Agreement, the Employer shall have the right to
direct the Trustee with respect to investments of the Fund, may appoint an
investment manager (registered as an investment advisor under the Investment
Advisors Act of 1940) to direct investments, or may give the Trustee sole
investment management responsibility. The Employer may purchase and sell
interests in a registered investment company (i.e., mutual funds) for which the
Sponsor, its parent, affiliates, or successors, may serve as investment advisor
and receive compensation from the registered investment company for its
services as investment advisor. The Employer shall advise the Trustee in
writing regarding the retention of investment powers, the appointment of an
investment manager, or the delegation of investment powers to the Trustee. Any
investment directive under this Plan shall be made in writing by the Employer
or investment manager, as the case may be. In the absence of such written
directive, the Trustee shall automatically invest the available cash in its
discretion in an appropriate interim investment until specific investment
directions are received. Such instructions regarding the delegation of
investment responsibility shall remain in force until revoked or amended in
writing. The Trustee shall not be responsible for the propriety of any directed
investment made and shall not be required to consult with or advise the
Employer regarding the investment quality of any directed investment held
hereunder. If the Employer fails to designate an investment manager, the
Trustee shall have full investment authority. If the Employer does not issue
investment directions, the Trustee shall have authority to invest the Fund in
its sole discretion. While the Employer may direct the Trustee with respect to
Plan investments, the Employer may not:

     (a)      borrow from the Fund or pledge any of the assets of the Fund
              as security for a loan,

     (b)      buy property or assets from or sell property or assets to the
              Fund,

     (c)      charge any fee for services rendered to the Fund, or

     (d)      receive any services from the Fund on a preferential basis.

13.8 EMPLOYEE INVESTMENT DIRECTION If agreed to by the Trustee and approved by
the Employer in the Adoption Agreement, Participants shall be given the option
to direct the investment of their personal contributions and their share of the
Employer's contribution among alternative investment funds established as part
of the overall Fund. Unless otherwise specified by the Employer in the Adoption
Agreement, such investment funds shall be under the full control of the
management of the Trustee. If investments outside the Trustee's control are
allowed, Participants may not direct that investments be made in collectibles,
other than U.S. Government or State issued gold and silver coins. In this
connection, a Participant's right to direct the investment of any contribution
shall apply only to selection of the desired fund. The following rules shall
apply to the administration of such funds.


                                      60
<PAGE>


   (a)      At the time an Employee becomes eligible for the Plan, he or
            she shall complete an investment designation form stating the
            percentage of his or her contributions to be invested in the
            available funds.

   (b)      A Participant may change his or her election with respect to
            future contributions by filing a new investment designation
            form with the Employer in accordance with the procedures
            established by the Plan Administrators.

   (c)      A Participant may elect to transfer all or part of his or her
            balance from one investment fund to another by filing an
            investment designation form with the Employer in accordance
            with the procedures established by the Plan Administrators.

   (d)      The Employer shall be responsible when transmitting Employee
            and Employer contributions to show the dollar amount to be
            credited to each investment fund for each Employee.

   (e)      Except as otherwise provided in the Plan, neither the Trustee,
            nor the Employer, nor any fiduciary of the Plan shall be
            liable to the Participant or any of his or her beneficiaries
            for any loss resulting from action taken at the direction of
            the Participant.






















                                      61
<PAGE>


                                   ARTICLE XIV

                              TOP-HEAVY PROVISIONS

14.1 APPLICABILITY OF RULES If the Plan is or becomes Top-Heavy in any Plan
Year beginning after 1983, the provisions of this Article will supersede any
conflicting provisions in the Plan or Adoption Agreement.

14.2 MINIMUM CONTRIBUTION Notwithstanding any other provision in the Employer's
Plan, for any Plan Year in which the Plan is Top-Heavy or Super Top-Heavy, the
aggregate Employer contributions and forfeitures allocated on behalf of any
Participant (without regard to any Social Security contribution) under this
Plan and any other Defined Contribution Plan of the Employer shall be lesser of
3% of such Participant's Compensation or the largest percentage of Employer
contributions and forfeitures, as a percentage of the first $200,000, as
adjusted under Code Section 415(d), of the Key Employee's Compensation,
allocated on behalf of any Key Employee for that year.

Each Participant who is employed by the Employer on the last day of the Plan
Year shall be entitled to receive an allocation of the Employer's minimum
contribution for such Plan Year. The minimum allocation applies even though
under other Plan provisions the Participant would not otherwise be entitled to
receive an allocation, or would have received a lesser allocation for the year
because the Participant fails to make Mandatory Contributions to the Plan, the
Participant's Compensation is less than a stated amount, or the Participant
fails to complete 1,000 Hours of Service (or such lesser number designated by
the Employer in the Adoption Agreement) during the Plan Year. A Paired
profit-sharing plan designated to provide the minimum Top-Heavy contribution
must do so regardless of profits. An Employer may make the minimum Top-Heavy
contribution available to all Participants or just non-Key Employees.

For purposes of computing the minimum allocation, Compensation shall mean
Compensation as defined in paragraph 1.12(c) of the Plan.

The Top-Heavy minimum contribution does not apply to any Participant to the
extent the Participant is covered under any other plan(s) of the Employer and
the Employer has provided in Section 11 of the Adoption Agreement that the
minimum allocation or benefit requirements applicable to Top-Heavy Plans will
be met in the other plan(s).

If a Key Employee makes an Elective Deferral or has an allocation of Matching
Contributions made to his or her account, a Top-Heavy minimum will be required
for non-Key Employees who are Participants, however, neither Elective Deferrals
by nor Matching Contributions to non-Key Employees may be taken into account
for purposes of satisfying the top-heavy Minimum Contribution requirement.

14.3 MINIMUM VESTING For any Plan Year in which this Plan is Top-Heavy, the
minimum vesting schedule elected by the Employer in the Adoption Agreement will
automatically apply to the Plan. If the vesting schedule selected by the
Employer in the Adoption Agreement is less liberal than the allowable schedule,
the schedule will automatically be modified. If the vesting schedule under the
Employer's Plan shifts in or out of the Top-Heavy schedule for any Plan Year,
such shift is an amendment to the vesting schedule and the election in
paragraph 9.8 of the Plan applies. The minimum vesting schedule applies to all
accrued benefits within the meaning of Code Section 411(a)(7) except those
attributable to Employee contributions, including benefits accrued before the
effective date of Code Section 416 and benefits accrued before the Plan became
Top-Heavy. Further, no reduction in vested benefits may occur in the event the
Plan's status as Top-Heavy changes for any Plan Year. However, this paragraph
does not apply to the account balances of any Employee who does not have an
Hour of Service after the Plan initially becomes Top-Heavy and such Employee's
account balance attributable to Employer contributions and forfeitures will be
determined without regard to this paragraph.

14.4 LIMITATIONS ON ALLOCATIONS In any Plan Year in which the Top-Heavy Ratio
exceeds 90% (i.e., the Plan becomes Super Top-Heavy), the denominators of the
Defined Benefit Fraction (as defined in paragraph 1.16) and


                                      62
<PAGE>


Defined Contribution Fraction (as defined in paragraph 1.19) shall be computed
using 100% of the dollar limitation instead of 125%.

































                                      63
<PAGE>


                                   ARTICLE XV

                            AMENDMENT AND TERMINATION

15.1 AMENDMENT BY SPONSOR The Sponsor may amend any or all provisions of this
Plan and Trust/Custodial Account at any time without obtaining the approval or
consent of any Employer which has adopted this Plan and Trust/Custodial Account
provided that no amendment shall authorize or permit any part of the corpus or
income of the Fund to be used for or diverted to purposes other than for the
exclusive benefit of Participants and their beneficiaries, or eliminate an
optional form of distribution. In the case of a mass-submitted plan, the
mass-submitter shall amend the Plan on behalf of the Sponsor.

15.2 AMENDMENT BY EMPLOYER The Employer may amend any option in the Adoption
Agreement, and may include language as permitted in the Adoption Agreement,

     (a)      to satisfy Code Section 415, or

     (b)      to avoid duplication of minimums under Code Section 416
              because of the required aggregation of multiple plans.

The Employer may add certain model amendments published by the Internal Revenue
Service which specifically provide that their adoption will not cause the Plan
to be treated as an individually designed plan for which the Employer must
obtain a separate determination letter.

If the Employer amends the Plan and Trust/Custodial Account other than as
provided above, the Employer's Plan shall no longer participate in this
Prototype Plan and will be considered an individually designed plan.

15.3 TERMINATION Employers shall have the right to terminate their Plans upon
60 days notice in writing to the Trustee/Custodian. If the Plan is terminated,
partially terminated, or if there is a complete discontinuance of contributions
under a profit-sharing plan maintained by the Employer, all amounts credited to
the accounts of Participants shall vest and become nonforfeitable. In the event
of a partial termination, only those who are affected by such partial
termination shall be fully vested. In the event of termination, the Employer
shall direct the Trustee/Custodian with respect to the distribution of accounts
to or for the exclusive benefit of Participants or their beneficiaries. The
Trustee/Custodian shall dispose of the Fund in accordance with the written
directions of the Plan Administrator, provided that no liquidation of assets
and payment of benefits, (or provision therefor), shall actually be made by the
Trustee/Custodian until after it is established by the Employer in a manner
satisfactory to the Trustee/Custodian, that the applicable requirements, if
any, of the Employee Retirement Income Security Act of 1974 and the Internal
Revenue Code governing the termination of employee benefit plans, have been or
are being, complied with, or that appropriate authorizations, waivers,
exemptions, or variances have been, or are being obtained.

15.4 QUALIFICATION OF EMPLOYER'S PLAN If the adopting Employer fails to attain
or retain Internal Revenue Service qualification, such Employer's Plan shall no
longer participate in this Prototype Plan and will be considered an
individually designed plan.

15.5 MERGERS AND CONSOLIDATIONS

     (a)      In the case of any merger or consolidation of the Employer's
              Plan with, or transfer of assets or liabilities of the
              Employer's Plan to, any other plan, Participants in the
              Employer's Plan shall be entitled to receive benefits
              immediately after the merger, consolidation, or transfer


                                      64
<PAGE>


              which are equal to or greater than the benefits they would have
              been entitled to receive immediately before the merger,
              consolidation, or transfer if the Plan had then terminated.

     (b)      Any corporation into which the Trustee/Custodian or any
              successor trustee/custodian may be merged or with which it may
              be consolidated, or any corporation resulting from any merger
              or consolidation to which the Trustee/Custodian or any
              successor trustee/custodian may be a party, or any corporation
              to which all or substantially all the trust business of the
              Trustee/Custodian or any successor trustee/custodian may be
              transferred, shall be the successor of such Trustee/Custodian
              without the filing of any instrument or performance of any
              further act, before any court.

15.6 RESIGNATION AND REMOVAL The Trustee/Custodian may resign by written notice
to the Employer which shall be effective 60 days after delivery. The Employer
may discontinue its participation in this Prototype Plan and Trust/Custodial
Account effective upon 60 days written notice to the Sponsor. In such event the
Employer shall, prior to the effective date thereof, amend the Plan to
eliminate any reference to this Prototype Plan and Trust/Custodial Account and
appoint a successor trustee or custodian or arrange for another funding agent.
The Trustee/Custodian shall deliver the Fund to its successor on the effective
date of the resignation or removal, or as soon thereafter as practicable,
provided that this shall not waive any lien the Trustee/Custodian may have upon
the Fund for its compensation or expenses. If the Employer fails to amend the
Plan and appoint a successor trustee, custodian, or other funding agent within
the said 60 days, or such longer period as the Trustee/Custodian may specify in
writing, the Plan shall be deemed individually designed and the Employer shall
be deemed the successor trustee/custodian. The Employer must then obtain its
own determination letter.

15.7 QUALIFICATION OF PROTOTYPE The Sponsor intends that this Prototype Plan
will meet the requirements of the Code as a qualified Prototype Retirement Plan
and Trust/Custodial Account. Should the Commissioner of Internal Revenue or any
delegate of the Commissioner at any time determine that the Plan and
Trust/Custodial Account fails to meet the requirements of the Code, the Sponsor
will amend the Plan and Trust/Custodial Account to maintain its qualified
status.
















                                      65
<PAGE>


                                   ARTICLE XVI

                                  GOVERNING LAW

Construction, validity and administration of the Prototype Plan and
Trust/Custodial Account, and any Employer Plan and Trust/Custodial Account as
embodied in the Prototype document and accompanying Adoption Agreement, shall
be governed by Federal law to the extent applicable and to the extent not
applicable by the laws of the State/Commonwealth in which the principal office
of the Sponsor is located.































                                      66
<PAGE>



                     PART I - SECTION 401(a)(17) LIMITATION
                     [MAY BE ADOPTED BY DEFINED CONTRIBUTION
                           AND DEFINED BENEFIT PLANS]

In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, for Plan Years
beginning on or after January 1, 1994, the annual Compensation of each Employee
taken into account under the Plan shall not exceed the OBRA '93 annual
compensation limit. The OBRA '93 annual compensation limit is $150,000, as
adjusted by the Commissioner for increases in the cost of living in accordance
with Section 401(a)(17)(B) of the Internal Revenue Code. The cost-of-living in
effect for a calendar year applies to any period, not exceeding 12 months, over
which Compensation is determined (determination period) beginning in such
calendar year. If a determination period consists of fewer than 12 months, the
OBRA '93 annual compensation limit will be multiplied by a fraction, the
numerator of which is the number of months in the determination period, and the
denominator of which is 12.

For Plan Years beginning on or after January 1, 1994, any reference in this
Plan to the limitation under Section 401(a)(17) of the Code shall mean the OBRA
'93 annual compensation limit set forth in this provision.

If Compensation for any prior determination period is taken into account in
determining an Employee's benefits accruing in the current Plan Year, the
Compensation for that prior determination period is subject to the OBRA '93
annual compensation limit in effect for that prior determination period. For
this purpose, for determination periods beginning before the first day of the
first Plan Year beginning on or after January 1, 1994, the OBRA '93 annual
compensation limit is $150,000.




















                                      67
<PAGE>


                                 MODEL AMENDMENT
                             REVENUE PROCEDURE 93-47

(This model amendment allows Participants receiving distribution from
safe-harbored profit sharing plans to waive the 30-day period required under
the Unemployment Compensation Act of 1992. Non-safe harbored plans must still
provide notice not less than 30 days and not more than 90 days prior to the
distribution.)

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

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

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























                                      68
<PAGE>

                                                               PROTOTYPE CASH OR
                                                               DEFERRED PROFIT-
                                                               SHARING PLAN #004




                                 NONSTANDARDIZED

                               ADOPTION AGREEMENT

                    PROTOTYPE CASH OR DEFERRED PROFIT-SHARING

                        PLAN AND TRUST/CUSTODIAL ACCOUNT

                                  SPONSORED BY

                             THE FROST NATIONAL BANK

The Employer named below hereby establishes a Cash or Deferred Profit-Sharing
Plan for eligible Employees as provided in this Adoption Agreement and the
accompanying Basic Prototype Plan and Trust/Custodial Account Basic Plan
Document #04.

1.    EMPLOYER INFORMATION

      NOTE:    If multiple Employers are adopting the Plan, complete this
               section based on the lead Employer. Additional Employers may
               adopt this Plan by attaching executed signature pages to the back
               of the Employer's Adoption Agreement.

      (a)      NAME AND ADDRESS:

               BILLING CONCEPTS CORP.
               7411 JOHN SMITH DRIVE, SUITE 200
               SAN ANTONIO, TX  78229

      (b)      TELEPHONE NUMBER:     210/949-4045

      (c)      TAX ID NUMBER:        74-2788477

      (d)      FORM OF BUSINESS:

               / /      (i)     Sole Proprietor

               / /     (ii)     Partnership

               /X/     (iii)    Corporation

               / /     (iv)     "S" Corporation (formerly known as Subchapter S)

               / /     (v)      Other:



                                       1
<PAGE>

                                                               PROTOTYPE CASH OR
                                                               DEFERRED PROFIT-
                                                               SHARING PLAN #004


      (e)      NAME(S) OF INDIVIDUAL(S) AUTHORIZED TO ISSUE
               INSTRUCTIONS TO THE TRUSTEE/CUSTODIAN:

               DAVID TUSA, CFO AND PARRIS H. HOLMES JR., CEO

      (f)      NAME OF PLAN:    BILLING CONCEPTS CORP. 401(k) PLAN

      (g)      THREE DIGIT PLAN NUMBER
                 FOR ANNUAL RETURN/REPORT:        002


2.    EFFECTIVE DATE

      (a)      This is a new Plan having an effective date of _________.

      (b)      This is an amended Plan.

               The effective date of the original Plan was AUGUST 1, 1996.

               The effective date of the amended Plan is OCTOBER 23, 2000.

      (c)      If different from above, the Effective Date for the Plan's
               Elective Deferral provisions shall be _________.

3.    DEFINITIONS

      (a)      "Collective or Commingled Funds" (Applicable to institutional
               Trustees only.) Investment in collective or commingled funds as
               permitted at paragraph 13.3(b) of the Basic Plan Document #04
               shall only be made to the following specifically named fund(s):


               Funds made available after the execution of this Adoption
               Agreement will be listed on schedules attached to the end of this
               Adoption Agreement.

      (b)      "Compensation" Compensation shall be determined on the basis of
               the:

               /X/     (i)      Plan Year.

               / /     (ii)     Employer's Taxable Year.

               / /     (iii)    Calendar Year.

               Compensation shall be determined on the basis of the following
               safe-harbor definition of Compensation in IRS Regulation Section
               1.414(s)-1(c):

               / /     (iv)     Code Section 6041 and 6051 Compensation,



                                       2
<PAGE>


                                                               PROTOTYPE CASH OR
                                                               DEFERRED PROFIT-
                                                               SHARING PLAN #004


               /X/     (v)      Code Section 3401(a) Compensation, or

               / /     (vi)     Code Section 415 Compensation.

               Compensation /X/ shall / / shall not include Employer
               contributions made pursuant to a Salary Savings Agreement which
               are not includable in the gross income of the Employee for the
               reasons indicated in the definition of Compensation at 1.12 of
               the Basic Plan Document #04.

               For purposes of the Plan, Compensation shall be limited to $, the
               maximum amount which will be considered for Plan purposes. [If an
               amount is specified, it will limit the amount of contributions
               allowed on behalf of higher compensated Employees. Completion of
               this section is not intended to coordinate with the $200,000 of
               Code Section 415(d), thus the amount should be less than $200,000
               as adjusted for cost-of-living increases.]

               (iii)   Exclusions From Compensation:

                       (1)      overtime.

                       (2)      bonuses.

                       (3)      commissions.

                       (4)      EXTRAORDINARY COMPENSATION

<TABLE>
<CAPTION>
                  Type of Contribution(s)                                            Exclusion(s)
                  -----------------------                                            ------------
                  <S>                                                                <C>
                  Elective Deferrals [Section 7(b)]                                        14
                                                                                       ---------

                  Matching Contributions [Section 7(c)]                                   124
                                                                                       ---------

                  Qualified Non-Elective Contributions [Section 7(d)]
                  and Non-Elective Contributions [Section 7(e)]                           124
                                                                                       ---------
</TABLE>


      (c)      "Entry Date"

               / /     (i)      The first day of the Plan Year nearest the
                                date on which an Employee meets the
                                eligibility requirements.

               / /     (ii)     The earlier of the first day of the Plan Year
                                or the first day of the seventh month of the
                                Plan Year coinciding with or following the
                                date on which an Employee meets the eligibility
                                requirements.



                                       3
<PAGE>


                                                               PROTOTYPE CASH OR
                                                               DEFERRED PROFIT-
                                                               SHARING PLAN #004

               / /     (iii)    The first day of the Plan Year following the
                                date on which the Employee meets the eligibility
                                requirements. If this election is made, the
                                Service requirement at 4(a)(ii) may not exceed
                                1/2 year and the age requirement at 4(b)(ii)
                                may not exceed 20-1/2.

               / /     (iv)     The first day of the month coinciding with or
                                following the date on which an Employee meets
                                the eligibility requirements.

               /X/     (v)      The first day of the Plan Year, or the first
                                day of the fourth month, or the first day of the
                                seventh month or the first day of the tenth
                                month, of the Plan Year coinciding with or
                                following the date on which an Employee meets
                                the eligibility requirements.

      (d)      "Hours of Service" Shall be determined on the basis of the method
               selected below. Only one method may be selected. The method
               selected shall be applied to all Employees covered under the Plan
               as follows:

               /X/     (i)      On the basis of actual hours for which an
                                Employee is paid or entitled to payment.

               / /     (ii)     On the basis of days worked.
                                An Employee shall be credited with ten (10)
                                Hours of Service if under paragraph 1.42 of
                                the Basic Plan Document #04 such Employee would
                                be credited with at least one (1) Hour of
                                Service during the day.

               / /     (iii)    On the basis of weeks worked.
                                An Employee shall be credited with forty-five
                                (45) Hours of Service if under paragraph 1.42
                                of the Basic Plan Document #04 such Employee
                                would be credited with at least one (1) Hour of
                                Service during the week.

               / /     (iv)     On the basis of semi-monthly payroll periods.
                                An Employee shall be credited with ninety-five
                                (95) Hours of Service if under paragraph 1.42
                                of the Basic Plan Document #04 such Employee
                                would be credited with at least one (1) Hour
                                of Service during the semi-monthly payroll
                                period.

               / /     (v)      On the basis of months worked.
                                An Employee shall be credited with
                                one-hundred-ninety (190) Hours of Service if
                                under paragraph 1.42 of the Basic Plan Document
                                #04 such Employee would be credited with at
                                least one (1) Hour of Service during the month.

      (e)      "Limitation Year" The 12-consecutive month period commencing
               on JANUARY 1 and ending on DECEMBER 31 .

               If applicable, the Limitation Year will be a short Limitation
               Year commencing on OCTOBER 23 and ending on DECEMBER 31



                                       4
<PAGE>


                                                               PROTOTYPE CASH OR
                                                               DEFERRED PROFIT-
                                                               SHARING PLAN #004

      (f)      "Net Profit"

               /X/     (i)      Not applicable (profits will not be required
                                for any contributions to the Plan).

               / /     (ii)     As defined in paragraph 1.49 of the Basic Plan
                                Document #04.

               / /     (iii)    Shall be defined as:




                       (Only use if definition in paragraph 1.49 of the Basic
                       Plan Document #04 is to be superseded.)

      (g)      "Plan Year"  The 12-consecutive month period commencing on
               JANUARY 1  and ending on DECEMBER 31.

               If applicable, the Plan Year will be a short Plan Year commencing
               on OCTOBER 23 and ending on DECEMBER 31. Thereafter, the Plan
               Year shall end on the date last specified above.

      (h)      "Qualified Early Retirement Age" For purposes of making
               distributions under the provisions of a Qualified Domestic
               Relations Order, the Plan's Qualified Early Retirement Age with
               regard to the Participant against whom the order is entered /X/
               shall / / shall not be the date the order is determined to be
               qualified. If "shall" is elected, this will only allow payout to
               the alternate payee(s).

      (i)      "Qualified Joint and Survivor Annuity" The safe-harbor provisions
               of paragraph 8.7 of the Basic Plan Document #04 /X/ are / / are
               not applicable. If not applicable, the survivor annuity shall be
               % (50%, 66-2/3%, 75% or 100%) of the annuity payable during the
               lives of the Participant and Spouse. If no answer is specified,
               50% will be used.

      (j)      "Taxable Wage Base" [paragraph 1.79]

               /X/     (i)      Not Applicable - Plan is not integrated with
                                Social Security.

               / /     (ii)     The  maximum earnings considered wages for such
                                Plan Year under Code Section 3121(a).

               / /     (iii)    % (not more than 100%) of the amount considered
                                wages for such Plan Year under Code Section
                                3121(a).

               / /     (iv)     $, provided that such amount is not in excess
                                of the amount determined under paragraph
                                3(j)(ii) above.



                                       5
<PAGE>


                                                               PROTOTYPE CASH OR
                                                               DEFERRED PROFIT-
                                                               SHARING PLAN #004


               / /     (v)      For the 1989 Plan Year $10,000. For all
                                subsequent Plan Years, 20% of the maximum
                                earnings considered wages for such Plan Year
                                under Code Section 3121(a).

               NOTE:   Using less than the maximum at (ii) may result in a
                       change in the allocation formula in Section 7.

      (k)      "Valuation Date(s)" Allocations to Participant Accounts will be
               done in accordance with Article V of the Basic Plan Document #04:

                (i)    Daily                      (v)      Quarterly

               (ii)    Weekly                     (vi)     Semi-Annually

               (iii)   Monthly                    (vii)    Annually

               (iv)    Bi-Monthly

               Indicate Valuation Date(s) to be used by specifying option from
list above:

<TABLE>
<CAPTION>
                  Type of Contribution(s)                                           Valuation Date(s)
                  -----------------------                                           -----------------
                  <S>                                                               <C>
                  After-Tax Voluntary Contributions [Section 6]                         i
                                                                                    ---------

                  Elective Deferrals [Section 7(b)]                                     i
                                                                                    ---------

                  Matching Contributions [Section 7(c)]                                 i
                                                                                    ---------

                  Qualified Non-Elective Contributions [Section 7(d)]                   i
                                                                                    ---------

                  Non-Elective Contributions [Section 7(e), (f), (g)]                   i
                                                                                    ---------

                  Minimum Top-Heavy Contributions [Section 7(i)]                        i
                                                                                    ---------
</TABLE>


      (l)      "Year of Service"

               (i)    For Eligibility Purposes: The 12-consecutive month period
                      during which an Employee is credited with 500 (not more
                      than 1,000) Hours of Service.

               (ii)   For Allocation Accrual Purposes: The 12-consecutive month
                      period during which an Employee is credited with 500 (not
                      more than 1,000) Hours of Service.

               (iii)  For Vesting Purposes: The 12-consecutive month period
                      during which an Employee is credited with N/A (not more
                      than 1,000) Hours of Service.



                                       6

<PAGE>

                                                               PROTOTYPE CASH OR
                                                               DEFERRED PROFIT-
                                                               SHARING PLAN #004

4.    ELIGIBILITY REQUIREMENTS

      (a)      Service:

               / /     (i)      The Plan shall have no service requirement.

               /X/     (ii)     The Plan shall cover only Employees having
                                completed at least .5 [not more than three (3)]
                                Years of Service. If more than one (1) is
                                specified, for Plan Years beginning in 1989 and
                                later, the answer will be deemed to be one (1).

               NOTE:   If the eligibility period selected is less than one year,
                       an Employee will not be required to complete any
                       specified number of Hours of Service to receive credit
                       for such period.

      (b)      Age:

               / /     (i)      The Plan shall have no minimum age requirement.

               /X/     (ii)     The Plan shall cover only Employees having
                                attained age 21 (not more than age 21).

      (c)      Classification:

               The Plan shall cover all Employees who have met the age and
               service requirements with the following exceptions:

               / /     (i)      No exceptions.

               /X/     (ii)     The Plan shall exclude Employees included
                                in a unit of Employees covered by a collective
                                bargaining agreement between the Employer and
                                Employee Representatives, if retirement benefits
                                were the subject of good faith bargaining. For
                                this purpose, the term "Employee Representative"
                                does not include any organization more than half
                                of whose members are Employees who are owners,
                                officers, or executives of the Employer.

               /X/     (iii)    The Plan shall exclude Employees who are
                                nonresident aliens and who receive no earned
                                income from the Employer which constitutes
                                income from sources within the United States.

               /X/     (iv)     The Plan shall exclude from participation
                                any nondiscriminatory classification of
                                Employees determined as follows:

                                    LEASED EMPLOYEES

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

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


                                       7

<PAGE>

                                                               PROTOTYPE CASH OR
                                                               DEFERRED PROFIT-
                                                               SHARING PLAN #004

      (d)      Employees on Effective  Date:

               /X/     (i)      Not Applicable. All Employees will be
                                required to satisfy both the age and Service
                                requirements specified above.

               / /     (ii)     Employees employed on the Plan's Effective
                                Date do not have to satisfy the Service
                                requirements specified above.

               / /     (iii)    Employees employed on the Plan's Effective
                                Date do not have to satisfy the age
                                requirements specified above.


5.    RETIREMENT AGES

      (a)      Normal Retirement Age:

               If the Employer imposes a requirement that Employees retire upon
               reaching a specified age, the Normal Retirement Age selected
               below may not exceed the Employer imposed mandatory retirement
               age.

               /X/     (i)      Normal Retirement Age shall be 55 (not to
                                exceed age 65).
               / /     (ii)     Normal Retirement Age shall be the later
                                of attaining age (not to exceed age 65) or the
                                (not to exceed the 5th) anniversary of the first
                                day of the first Plan Year in which the
                                Participant commenced participation in the Plan.

      (b)      Early Retirement Age:

               /X/     (i)      Not Applicable.

               / /     (ii)     The Plan shall have an Early Retirement Age
                                of (not less than 55) and completion of Years
                                of Service.


6.    EMPLOYEE CONTRIBUTIONS

      /X/      (a)     Participants shall be permitted to make Elective
                       Deferrals in any amount from 0% up to 15% of their
                       Compensation.

                       If (a) is applicable, Participants shall be permitted to
                       amend their Salary Savings Agreements to change the
                       contribution percentage as provided below:

                       / /      (i)      On the Anniversary Date of the Plan,

                                       8

<PAGE>

                                                               PROTOTYPE CASH OR
                                                               DEFERRED PROFIT-
                                                               SHARING PLAN #004


                       / /      (ii)     On the Anniversary Date of the Plan
                                         and on the first day of the seventh
                                         month of the Plan Year,

                       / /      (iii)    On the Anniversary Date of the Plan
                                         and on the first day following any
                                         Valuation Date, or

                       /X/      (iv)     Upon 30 days notice to the Employer.

      / /      (b)     Participants shall be permitted to make after tax
                       Voluntary Contributions.

      / /      (c)     Participants shall be required to make after tax
                       Voluntary Contributions as follows (Thrift Savings Plan):

                       / /       (i)      % of Compensation.

                        / /      (ii)     A percentage determined by the
                                          Employee on his or her enrollment
                                          form.

      / /      (d)     If necessary to pass the Average Deferral Percentage
                       Test, Participants / / may / / may not have Elective
                       Deferrals recharacterized as Voluntary Contributions.

               NOTE:   The Average Deferral Percentage Test will apply to
                       contributions under (a) above. The Average Contribution
                       Percentage Test will apply to contributions under (b)
                       and (c) above, and may apply to (a).


7.    EMPLOYER CONTRIBUTIONS AND ALLOCATION THEREOF

      NOTE:    The Employer shall make contributions to the Plan in accordance
               with the formula or formulas selected below. The Employer's
               contribution shall be subject to the limitations contained in
               Articles III and X. For this purpose, a contribution for a Plan
               Year shall be limited for the Limitation Year which ends with or
               within such Plan Year. Also, the integrated allocation formulas
               below are for Plan Years beginning in 1989 and later. The
               Employer's allocation for earlier years shall be as specified in
               its Plan prior to amendment for the Tax Reform Act of 1986.

      (a)      Profits Requirement:

               (i)     Current or Accumulated Net Profits are required for:

                       / /      (A)       Matching Contributions.

                       / /      (B)       Qualified Non-Elective Contributions.

                       / /      (C)       discretionary contributions.

                                       9

<PAGE>

                                                               PROTOTYPE CASH OR
                                                               DEFERRED PROFIT-
                                                               SHARING PLAN #004


               (ii)    No Net Profits are required for:

                       /X/      (A)       Matching Contributions.

                       /X/      (B)       Qualified Non-Elective Contributions.

                       /X/      (C)       discretionary contributions.

               NOTE: Elective Deferrals can always be contributed regardless of
               profits.

/X/   (b)      Salary Savings Agreement:

               The Employer shall contribute and allocate to each Participant's
               account an amount equal to the amount withheld from the
               Compensation of such Participant pursuant to his or her Salary
               Savings Agreement. If applicable, the maximum percentage is
               specified in Section 6 above.

               An Employee who has terminated his or her election under the
               Salary Savings Agreement other than for hardship reasons may not
               make another Elective Deferral:

               / /     (i)      until the first day of the next Plan Year.

               / /     (ii)     until the first day of the next valuation
                                period.

               /X/     (iii)    for a period of 3 month(s) (not to exceed 12
                                months).

/X/   (c)      Matching Employer Contribution [See paragraphs (h) and (i)]:

               /X/     (i)      PERCENTAGE MATCH: The Employer shall contribute
                                and allocate to each eligible Participant's
                                account an amount equal to 100% of the amount
                                contributed and allocated in accordance with
                                paragraph 7(b) above and (if checked) % of / /
                                the amount of Voluntary Contributions made in
                                accordance with paragraph 4.1 of the Basic Plan
                                Document #04. The Employer shall not match
                                Participant Elective Deferrals as provided above
                                in excess of $N/A or in excess of 5% of the
                                Participant's Compensation or if applicable,
                                Voluntary Contributions in excess of $ or in
                                excess of % of the Participant's Compensation.
                                In no event will the match on both Elective
                                Deferrals and Voluntary Contributions exceed a
                                combined amount of $ or %.

               / /     (ii)     DISCRETIONARY MATCH: The Employer shall
                                contribute and allocate to each eligible
                                Participant's account a percentage of the
                                Participant's Elective Deferral contributed and
                                allocated in accordance with paragraph 7(b)
                                above. The Employer shall set such percentage
                                prior to the end of the Plan Year. The Employer
                                shall not match Participant Elective Deferrals
                                in excess of $ or in excess of % of the
                                Participant's Compensation.

                                       10

<PAGE>

                                                               PROTOTYPE CASH OR
                                                               DEFERRED PROFIT-
                                                               SHARING PLAN #004


               / /     (iii)    TIERED MATCH: The Employer shall contribute and
                                allocate to each Participant's account an amount
                                equal to % of the first % of the Participant's
                                Compensation, to the extent deferred.

                                % of the next % of the Participant's
                                Compensation, to the extent deferred.

                                % of the next % of the Participant's
                                Compensation, to the extent deferred.

      NOTE:   Percentages specified in (iii) above may not increase as the
              percentage of Participant's contribution increases.

               / /     (iv)     FLAT DOLLAR MATCH: The Employer shall contribute
                                and allocate to each Participant's account $ if
                                the Participant defers at least 1% of
                                Compensation.

               / /     (v)      PERCENTAGE OF COMPENSATION MATCH: The Employer
                                shall contribute and allocate to each
                                Participant's account % of Compensation if the
                                Participant defers at least 1% of Compensation.

               / /     (vi)     PROPORTIONATE COMPENSATION MATCH: The
                                Employer shall contribute and allocate to each
                                Participant who defers at least 1% of
                                Compensation, an amount determined by
                                multiplying such Employer Matching Contribution
                                by a fraction the numerator of which is the
                                Participant's Compensation and the denominator
                                of which is the Compensation of all Participants
                                eligible to receive such an allocation. The
                                Employer shall set such discretionary
                                contribution prior to the end of the Plan Year.

               /X/     (vii)    QUALIFIED MATCH: Employer Matching Contributions
                                will be treated as Qualified Matching
                                Contributions to the extent specified below:

                                / /       (A)      All Matching Contributions.

                                / /       (B)      None.

                                / /       (C)      % of the Employer's Matching
                                                   Contribution.

                                / /       (D)      Up to % of each Participant's
                                                   Compensation.

                                /X/       (E)      The amount necessary to
                                                   meet the / / Average Deferral
                                                   Percentage (ADP) Test, / /
                                                   Average Contribution
                                                   Percentage (ACP) Test, /X/
                                                   Both the ADP and ACP Tests.



                                      11

<PAGE>

                                                               PROTOTYPE CASH OR
                                                               DEFERRED PROFIT-
                                                               SHARING PLAN #004


                       (viii)   MATCHING CONTRIBUTION COMPUTATION PERIOD: The
                                time period upon which matching contributions
                                will be based shall be

                                / /       (A)      weekly

                                /X/       (B)      bi-weekly

                                / /       (C)      semi-monthly

                                / /       (D)      monthly

                                / /       (E)      quarterly

                                / /       (F)      semi-annually

                                / /       (G)      annually

                       (ix)     ELIGIBILITY FOR MATCH: Employer Matching
                                Contributions, whether or not Qualified, will
                                only be made on Employee Contributions not
                                withdrawn prior to the end of the / / valuation
                                period / / Plan Year.

/X/    (d)     Qualified Non-Elective Employer Contribution - [See paragraphs
               (h) and (i)] These contributions are fully vested when
               contributed.

               The Employer shall have the right to make an additional
               discretionary contribution which shall be allocated to each
               eligible Employee in proportion to his or her Compensation as a
               percentage of the Compensation of all eligible Employees. This
               part of the Employer's contribution and the allocation thereof
               shall be unrelated to any Employee contributions made hereunder.
               The amount of Qualified non-Elective Contributions taken into
               account for purposes of meeting the ADP or ACP test requirements
               is:

               / /     (i)      All such Qualified non-Elective Contributions.

               /X/     (ii)     The amount necessary to meet / / the ADP
                                test, / / the ACP test, /X/ Both the ADP and ACP
                                tests.

               Qualified non-Elective Contributions will be made to:

               / /     (iii)    All Employees eligible to participate.

               /X/     (iv)     Only non-Highly Compensated Employees eligible
                                to participate.

/ /    (e)     Additional Employer Contribution Other Than Qualified
               Non-Elective Contributions - Non-Integrated [See paragraphs (h)
               and (i)]

               The Employer shall have the right to make an additional
               discretionary contribution which shall be allocated to each
               eligible Employee in proportion to his or her Compensation as a


                                      12

<PAGE>

                                                               PROTOTYPE CASH OR
                                                               DEFERRED PROFIT-
                                                               SHARING PLAN #004


               percentage of the Compensation of all eligible Employees. This
               part of the Employer's contribution and the allocation thereof
               shall be unrelated to any Employee contributions made hereunder.

/ /    (f)     Additional Employer Contribution - Integrated Allocation
               Formula [See paragraphs (h) and (i)]

               The Employer shall have the right to make an additional
               discretionary contribution. The Employer's contribution for the
               Plan Year plus any forfeitures shall be allocated to the accounts
               of eligible Participants as follows:

               (i)     First, to the extent contributions and forfeitures are
                       sufficient, all Participants will receive an allocation
                       equal to 3% of their Compensation.

               (ii)    Next, any remaining Employer Contributions and
                       forfeitures will be allocated to Participants who have
                       Compensation in excess of the Taxable Wage Base (excess
                       Compensation). Each such Participant will receive an
                       allocation in the ratio that his or her excess
                       compensation bears to the excess Compensation of all
                       Participants. Participants may only receive an allocation
                       of 3% of excess Compensation.

               (iii)   Next, any remaining Employer contributions and
                       forfeitures will be allocated to all Participants in the
                       ratio that their Compensation plus excess Compensation
                       bears to the total Compensation plus excess Compensation
                       of all Participants. Participants may only receive an
                       allocation of up to 2.7% of their Compensation plus
                       excess Compensation, under this allocation method. If
                       the Taxable Wage Base defined at Section 3(j) is less
                       than or equal to the greater of $10,000 or 20% of the
                       maximum, the 2.7% need not be reduced. If the amount
                       specified is greater than the greater of $10,000 or 20%
                       of the maximum Taxable Wage Base, but not more than 80%,
                       2.7% must be reduced to 1.3%. If the amount specified is
                       greater than 80% but less than 100% of the maximum
                       Taxable Wage Base, the 2.7% must be reduced to 2.4%.

               NOTE:   If the Plan is not Top-Heavy or if the Top-Heavy minimum
                       contribution or benefit is provided under another Plan
                       [see Section 11(c)(ii)] covering the same Employees,
                       sub-paragraphs (i) and (ii) above may be disregarded and
                       5.7%, 4.3% or 5.4% may be substituted for 2.7%, 1.3% or
                       2.4% where it appears in (iii) above.

               (iv)    Next, any remaining Employer contributions and
                       forfeitures will be allocated to all Participants
                       (whether or not they received an allocation under the
                       preceding paragraphs) in the ratio that each
                       Participant's Compensation bears to all Participants'
                       Compensation.

/ /    (g)     Additional Employer Contribution-Alternative Integrated
               Allocation Formula. [See paragraph (h) and (i)]


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                                                               PROTOTYPE CASH OR
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               The Employer shall have the right to make an additional
               discretionary contribution. To the extent that such contributions
               are sufficient, they shall be allocated as follows:

               % of each eligible Participant's Compensation plus % of
               Compensation in excess of the Taxable Wage Base defined at
               Section 3(j) hereof. The percentage on excess compensation may
               not exceed the lesser of (i) the amount first specified in this
               paragraph or (ii) the greater of 5.7% or the percentage rate of
               tax under Code Section 3111(a) as in effect on the first day of
               the Plan Year attributable to the Old Age (OA) portion of the
               OASDI provisions of the Social Security Act. If the Employer
               specifies a Taxable Wage Base in Section 3(j) which is lower than
               the Taxable Wage Base for Social Security purposes (SSTWB) in
               effect as of the first day of the Plan Year, the percentage
               contributed with respect to excess Compensation must be adjusted.
               If the Plan's Taxable Wage Base is greater than the larger of
               $10,000 or 20% of the SSTWB but not more than 80% of the SSTWB,
               the excess percentage is 4.3%. If the Plan's Taxable Wage Base is
               greater than 80% of the SSTWB but less than 100% of the SSTWB,
               the excess percentage is 5.4%.

               NOTE:   Only one plan maintained by the Employer may be
               integrated with Social Security.

      (h)      Allocation of Excess Amounts (Annual Additions)

               In the event that the allocation formula above results in an
               Excess Amount, such excess shall be:

               / /     (i)      placed in a suspense account accruing no gains
                                or losses for the benefit of the Participant.

               /X/     (ii)     reallocated as additional Employer
                                contributions to all other Participants to the
                                extent that they do not have any Excess Amount.

      (i)      Minimum Employer Contribution Under Top-Heavy Plans:

               For any Plan Year during which the Plan is Top-Heavy, the sum of
               the contributions and forfeitures as allocated to eligible
               Employees under paragraphs 7(d), 7(e), 7(f), 7(g) and 9 of this
               Adoption Agreement shall not be less than the amount required
               under paragraph 14.2 of the Basic Plan document #04. Top-Heavy
               minimums will be allocated to:

               /X/     (i)      all eligible Participants.

               / /     (ii)     only eligible non-Key Employees who are
                                Participants.

      (j)      Return of Excess Contributions and/or Excess Aggregate
               Contributions:



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                                                               PROTOTYPE CASH OR
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               In the event that one or more Highly Compensated Employees is
               subject to both the ADP and ACP tests and the sum of such tests
               exceeds the Aggregate Limit, the limit will be satisfied by
               reducing the:

               / /     (i)      the ADP of the affected Highly Compensated
                                Employees.

               / /     (ii)     the ACP of the affected Highly Compensated
                                Employees.

               /X/     (iii)    a combination of the ADP and ACP of the
                                affected Highly Compensated Employees.


8.    ALLOCATIONS TO TERMINATED EMPLOYEES

      / /      (a)     The Employer will not allocate Employer related
                       contributions to Employees who terminate during a Plan
                       Year, unless required to satisfy the requirements of Code
                       Section 401(a)(26) and 410(b). (These requirements are
                       effective for 1989 and subsequent Plan Years.)

      /X/      (b)     The Employer will allocate Employer matching and
                       other related contributions as indicated below to
                       Employees who terminate during the Plan Year as a result
                       of:

                       MATCHING           OTHER

                       /X/      / /       (i)      Retirement.

                       /X/      / /       (ii)     Disability.

                       /X/      / /       (iii)    Death.

                       / /       / /      (iv)     Other termination of
                                                   employment provided that the
                                                   Participant has completed a
                                                   Year of Service as defined
                                                   for Allocation Accrual
                                                   Purposes.

                       /X/      / /       (v)      Other termination of
                                                   employment even though the
                                                   Participant has not completed
                                                   a Year of Service.

                       / /       / /      (vi)     Termination of employment
                                                   (for any reason) provided
                                                   that the Participant had
                                                   completed a Year of Service
                                                   for Allocation Accrual
                                                   Purposes.


9.    ALLOCATION OF FORFEITURES

      NOTE:    Subsections (a), (b) and (c) below apply to forfeitures of
               amounts other than Excess Aggregate Contributions.



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                                                               PROTOTYPE CASH OR
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      (a)      Allocation Alternatives:

               If forfeitures are allocated to Participants, such allocation
               shall be done in the same manner as the Employer's contribution.

               /X/      (i)       Not Applicable. All contributions are always
                                  fully vested.

               / /      (ii)      Forfeitures shall be allocated to Participants
                                  in the same manner as the Employer's
                                  contribution.

                                  If allocation to other Participants is
                                  selected, the allocation shall be as follows:

                                  [1]      Amount attributable to Employer
                                           discretionary contributions and
                                           Top-Heavy minimums will be allocated
                                           to:

                                           / /      all eligible Participants
                                                    under the Plan.

                                           / /      only those Participants
                                                    eligible for an allocation
                                                    of Employer contributions in
                                                    the current year.

                                           / /      only those Participants
                                                    eligible for an allocation
                                                    of matching contributions in
                                                    the current year.

                                  [2]      Amounts attributable to Employer
                                           Matching contributions will be
                                           allocated to:

                                           / /      all eligible Participants.

                                           / /      only those Participants
                                                    eligible for allocations of
                                                    matching contributions in
                                                    the current year.

               / /      (iii)     Forfeitures shall be applied to reduce the
                                  Employer's contribution for such Plan Year.

               / /      (iv)      Forfeitures shall be applied to offset
                                  administrative expenses of the Plan. If
                                  forfeitures exceed these expenses, (iii)
                                  above shall apply.

      (b)      Date for Reallocation:

      NOTE:    If no distribution has been made to a former Participant,
               sub-section (i) below will apply to such Participant even if the
               Employer elects (ii), (iii) or (iv) below as its normal
               administrative policy.



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                                                               PROTOTYPE CASH OR
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                       / /      (i)       Forfeitures shall be reallocated
                                          at the end of the Plan Year during
                                          which the former Participant incurs
                                          his or her fifth consecutive one year
                                          Break In Service.

                       / /      (ii)      Forfeitures will be reallocated
                                          immediately (as of the next Valuation
                                          Date).

                       / /      (iii)     Forfeitures shall be reallocated at
                                          the end of the Plan Year during which
                                          the former Employee incurs his or her
                                          (1st, 2nd, 3rd, or 4th) consecutive
                                          one year Break In Service.

                       / /      (iv)      Forfeitures will be reallocated
                                          immediately (as of the Plan Year end).

      (c)      Restoration of Forfeitures:

               If amounts are forfeited prior to five consecutive 1-year Breaks
               in Service, the Funds for restoration of account balances will be
               obtained from the following resources in the order indicated
               (fill in the appropriate number):

               / /     (i)      Current year's forfeitures.

               / /     (ii)     Additional Employer contribution.

               / /     (iii)    Income or gain to the Plan.

      (d)      Forfeitures of Excess Aggregate Contributions shall be:

               /X/     (i)      Applied to reduce Employer contributions.

               / /     (ii)     Allocated, after all other forfeitures under the
                                Plan, to the Matching Contribution account of
                                each non-highly compensated Participant who made
                                Elective Deferrals or Voluntary Contributions in
                                the ratio which each such Participant's
                                Compensation for the Plan Year bears to the
                                total Compensation of all Participants for such
                                Plan Year. Such forfeitures cannot be allocated
                                to the account of any Highly Compensated
                                Employee.

                       Forfeitures of Excess Aggregate Contributions will be so
                       applied at the end of the Plan Year in which they occur.








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                                                              PROTOTYPE CASH OR
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10.   CASH OPTION

      / /      (a)     The Employer may permit a Participant to elect to defer
                       to the Plan, an amount not to exceed % of any Employer
                       paid cash bonus made for such Participant for any year.
                       A Participant must file an election to defer such
                       contribution at least fifteen (15) days prior to the end
                       of the Plan Year. If the Employee fails to make such an
                       election, the entire Employer paid cash bonus to which
                       the Participant would be entitled shall be paid as cash
                       and not to the Plan. Amounts deferred under this section
                       shall be treated for all purposes as Elective Deferrals.
                       Notwithstanding the above, the election to defer must be
                       made before the bonus is made available to the
                       Participant.

      /X/      (b)     Not Applicable.


11.   LIMITATIONS ON ALLOCATIONS

      / /      This is the only Plan the Employer maintains or ever maintained,
               therefore, this section is not applicable.

      /X/      The Employer does maintain or has maintained another Plan
               (including a Welfare Benefit Fund or an individual medical
               account (as defined in Code Section 415(l)(2)), under which
               amounts are treated as Annual Additions) and has completed the
               proper sections below.

               Complete (a), (b) and (c) only if the Employer maintains or ever
               maintained another qualified plan, including a Welfare Benefit
               Fund or an individual medical account (as defined in Code Section
               415(l)(2)) in which any Participant in this Plan is (or was) a
               participant or could possibly become a participant.

      (a)      If the Participant is covered under another qualified Defined
               Contribution Plan maintained by the Employer, other than a Master
               or Prototype Plan:

               /X/     (i)      the provisions of Article X of the Basic Plan
                                Document #04 will apply, as if the other plan
                                were a Master or Prototype Plan.

               / /     (ii)     Attach provisions stating the method under
                                which the plans will limit total Annual
                                Additions to the Maximum Permissible Amount, and
                                will properly reduce any Excess Amounts, in a
                                manner that precludes Employer discretion.

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      (b)      If a Participant is or ever has been a participant in a Defined
               Benefit Plan maintained by the Employer:

               Attach provisions which will satisfy the 1.0 limitation of Code
               Section 415(e). Such language must preclude Employer discretion.
               The Employer must also specify the interest and mortality
               assumptions used in determining Present Value in the Defined
               Benefit Plan.

      (c)      The minimum contribution or benefit required under Code Section
               416 relating to Top-Heavy Plans shall be satisfied by:

               / /     (i)      this Plan.

               / /     (ii)


                                (Name of other qualified plan of the Employer).

               / /     (iii)    Attach provisions stating the method under which
                                the minimum contribution and benefit provisions
                                of Code Section 416 will be satisfied. If a
                                Defined Benefit Plan is or was maintained, an
                                attachment must be provided showing interest and
                                mortality assumptions used in the Top-Heavy
                                Ratio.


12.   VESTING

      Employees shall have a fully vested and nonforfeitable interest in any
      Employer contribution and the investment earnings thereon made in
      accordance with paragraphs (select one or more options) /X/ 7(c), / /
      7(e), / / 7(f), / / 7(g) and /X/ 7(i) hereof. Contributions under
      paragraph 7(b), 7(c)(vii) and 7(d) are always fully vested. If one or more
      of the foregoing options are not selected, such Employer contributions
      shall be subject to the vesting table selected by the Employer.

      Each Participant shall acquire a vested and nonforfeitable percentage in
      his or her account balance attributable to Employer contributions and the
      earnings thereon under the procedures selected below except with respect
      to any Plan Year during which the Plan is Top-Heavy, in which case the
      Two-twenty vesting schedule [Option (b)(iv)] shall automatically apply
      unless the Employer has already elected a faster vesting schedule. If the
      Plan is switched to option (b)(iv), because of its Top-Heavy status, that
      vesting schedule will remain in effect even if the Plan later becomes
      non-Top-Heavy until the Employer executes an amendment of this Adoption
      Agreement indicating otherwise.

      (a)      Computation Period:

               The computation period for purposes of determining Years of
               Service and Breaks in Service for purposes of computing a
               Participant's nonforfeitable right to his or her account balance
               derived from Employer contributions:

               /X/     (i)      shall not be applicable since Participants are
                                always fully vested,

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                                                              PROTOTYPE CASH OR
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               / /     (ii)     shall commence on the date on which an Employee
                                first performs an Hour of Service for the
                                Employer and each subsequent 12-consecutive
                                month period shall commence on the anniversary
                                thereof, or

               / /     (iii)    shall commence on the first day of the Plan Year
                                during which an Employee first performs an Hour
                                of Service for the Employer and each subsequent
                                12-consecutive month period shall commence on
                                the anniversary thereof.

      A Participant shall receive credit for a Year of Service if he or she
      completes at least 1,000 Hours of Service [or if lesser, the number of
      hours specified at 3(l)(iii) of this Adoption Agreement] at any time
      during the 12-consecutive month computation period. Consequently, a Year
      of Service may be earned prior to the end of the 12-consecutive month
      computation period and the Participant need not be employed at the end of
      the 12-consecutive month computation period to receive credit for a Year
      of Service.

      (b)      Vesting Schedules:

      NOTE:    The vesting schedules below only apply to a Participant who has
               at least one Hour of Service during or after the 1989 Plan Year.
               If applicable, Participants who separated from Service prior to
               the 1989 Plan Year will remain under the vesting schedule as in
               effect in the Plan prior to amendment for the Tax Reform Act of
               1986.

               (i)     Full and immediate vesting.


<TABLE>
<CAPTION>

                              Years of Service
                              ----------------

                                1        2        3       4        5        6        7
                               --      ---       --      --       --       --       --
               <S>            <C>     <C>      <C>      <C>     <C>      <C>      <C>
               (ii)             %     100%
               (iii)            %        %     100%
               (iv)             %      20%      40%     60%      80%     100%
               (v)              %        %      20%     40%      60%      80%     100%
               (vi)           10%      20%      30%     40%      60%      80%     100%
               (vii)            %        %        %       %     100%
               (viii)           %        %        %       %        %        %     100%

</TABLE>

      NOTE:    The percentages selected for schedule (viii) may not be less for
               any year than the percentages shown at schedule (v).

               / /     All contributions other than those which are fully
                       vested when contributed will vest under schedule above.

                                      20

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                                                              PROTOTYPE CASH OR
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               / /     Contributions other than those which are fully vested
                       when contributed will vest as provided below:


<TABLE>
<CAPTION>

                           Vesting
                           Option Selected           Type Of Employer Contribution
                           ---------------           -----------------------------
                           <S>                       <C>
                                                     7(c) Employer Match on Salary Savings

                                                     7(c) Employer Match on Employee Voluntary

                                                     7(e) Employer Discretionary

                                                     7(f) & (g) Employer Discretionary - Integrated

</TABLE>

      (c)      Service disregarded for Vesting:

               /X/     (i)      Not Applicable. All Service shall be considered.

               / /     (ii)     Service prior to the Effective Date of
                                this Plan or a predecessor plan shall be
                                disregarded when computing a Participant's
                                vested and nonforfeitable interest.

               / /     (iii)    Service prior to a Participant having attained
                                age 18 shall be disregarded when computing a
                                Participant's vested and nonforfeitable
                                interest.


13.   SERVICE WITH PREDECESSOR ORGANIZATION

      For purposes of satisfying the Service requirements for eligibility, Hours
      of Service shall include Service with the following predecessor
      organization(s):
      (These hours will also be used for vesting purposes.)

                       FIDATA, INC. 11/8/99
         -------------------------------------------------
         -------------------------------------------------


14.   ROLLOVER/TRANSFER CONTRIBUTIONS

      (a)      Rollover Contributions, as described at paragraph 4.3 of the
               Basic Plan Document #04, /X/ shall / / shall not be permitted. If
               permitted, Employees /X/ may / / may not make Rollover
               Contributions prior to meeting the eligibility requirements for
               participation in the Plan.

      (b)      Transfer Contributions, as described at paragraph 4.4 of the
               Basic Plan Document #04 /X/ shall / / shall not be permitted. If
               permitted, Employees /X/ may / / may not make Transfer
               Contributions prior to meeting the eligibility requirements for
               participation in the Plan.

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      NOTE:    Even if available, the Employer may refuse to accept such
               contributions if its Plan meets the safe-harbor rules of
               paragraph 8.7 of the Basic Plan Document #04.


15.   HARDSHIP WITHDRAWALS

      Hardship withdrawals, as provided for in paragraph 6.9 of the Basic Plan
      Document #04, /X/ are / / are not permitted.


16.   PARTICIPANT LOANS

      Participant loans, as provided for in paragraph 13.5 of the Basic Plan
      Document #04, /X/ are / / are not permitted. If permitted, repayments of
      principal and interest shall be repaid to /X/ the Participant's segregated
      account or / / the general Fund.


17.   INSURANCE POLICIES

      The insurance provisions of paragraph 13.6 of the Basic Plan Document #04
      / / shall /X/ shall not be applicable.


18.   EMPLOYER INVESTMENT DIRECTION

      The Employer investment direction provisions, as set forth in paragraph
      13.7 of the Basic Plan Document #04, /X/ shall / / shall not be
      applicable.


19.   EMPLOYEE INVESTMENT DIRECTION

      (a)      The Employee investment direction provisions, as set forth in
               paragraph 13.8 of the Basic Plan Document #04, /X/ shall / /
               shall not be applicable.

               If applicable, Participants may direct their investments:

               /X/     (i)      among funds offered by the Trustee.

               / /     (ii)     among any allowable investments.

      (b)      Participants  may direct the following kinds of contributions and
               the earnings thereon (check all applicable):

               /X/     (i)      All Contributions

               / /     (ii)     Elective Deferrals

                                      22

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                                                              PROTOTYPE CASH OR
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               / /     (iii)    Employee Voluntary Contributions (after-tax)

               / /     (iv)     Employee Mandatory Contributions (after-tax)

               / /     (v)      Employer Qualified Matching Contributions

               / /     (vi)     Other Employer Matching Contributions

               / /     (vii)    Employer Qualified Non-Elective Contributions

               / /     (viii)   Employer Discretionary Contributions

               / /     (ix)     Rollover Contributions

               / /     (x)      Transfer Contributions

               / /     (xi)     All of above which are checked, but only to the
                                extent that the Participant is vested in those
                                contributions.

      NOTE:    To the extent that Employee investment direction was previously
               allowed, the Trustee shall have the right to either make the
               assets part of the general Trust, or leave them as separately
               invested subject to the rights of paragraph 13.8.


20.   EARLY PAYMENT OPTION

      (a)      A Participant who separates from Service prior to retirement,
               death or Disability /X/ may / / may not make application to the
               Employer requesting an early payment of his or her vested account
               balance.

      (b)      A Participant who has attained age 59-1/2 and who has not
               separated from Service /X/ may / / may not obtain a distribution
               of his or her vested Employer contributions. Distribution can
               only be made if the Participant is 100% vested.

      (c)      A Participant who has attained the Plan's Normal Retirement Age
               and who has not separated from Service /X/ may / / may not
               receive a distribution of his or her vested account balance.

      NOTE:   If the Participant has had the right to withdraw his or her
              account balance in the past, this right may not be taken away.
              Notwithstanding the above, to the contrary, required minimum
              distributions will be paid. For timing of distributions, see item
              21(a) below.





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                                                              PROTOTYPE CASH OR
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21.   DISTRIBUTION OPTIONS

      (a)      Timing of Distributions:

               In cases of termination for other than death, Disability or
               retirement, benefits shall be paid:

               / /     (i)      As soon as administratively feasible, following
                                the close of the valuation period during which a
                                distribution is requested or is otherwise
                                payable.

               / /     (ii)     As soon as administratively feasible following
                                the close of the Plan Year during which a
                                distribution is requested or is otherwise
                                payable.

               /X/     (iii)    As soon as administratively feasible, following
                                the date on which a distribution is requested or
                                is otherwise payable.

               / /     (iv)     As soon as administratively feasible, after the
                                close of the Plan Year during which the
                                Participant incurs consecutive one-year Breaks
                                in Service.

               / /     (v)      Only after the Participant has achieved the
                                Plan's Normal Retirement Age, or Early
                                Retirement Age, if applicable.

               In cases of death, Disability or retirement, benefits shall be
               paid:

               / /     (vi)     As soon as administratively feasible, following
                                the close of the valuation period during which a
                                distribution is requested or is otherwise
                                payable.

               / /     (vii)    As soon as administratively feasible following
                                the close of the Plan Year during which a
                                distribution is requested or is otherwise
                                payable.

               /X/     (viii)   As soon as administratively feasible,
                                following the date on which a distribution is
                                requested or is otherwise payable.

      (b)      Optional Forms of Payment:

               /X/     (i)      Lump Sum.

               / /     (ii)     Installment Payments.

               / /     (iii)    Life Annuity*.

               / /     (iv)     Life Annuity Term Certain*.
                                Life Annuity with payments guaranteed for years
                                (not to exceed 20 years, specify all
                                applicable).

                                      24

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                                                              PROTOTYPE CASH OR
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               / /     (v)      Joint and / / 50%, / / 66-2/3%, / / 75% or / /
                                100% survivor annuity* (specify all applicable).

               / /     (vi)     Other form(s) specified:

               *Not available in Plan meeting provisions of paragraph 8.7 of
               Basic Plan

      (c)      Recalculation of Life Expectancy:

               In determining required distributions under the Plan,
               Participants and/or their Spouse (Surviving Spouse) /X/ shall / /
               shall not have the right to have their life expectancy
               recalculated annually.

               If "shall",

               / /     only the Participant shall be recalculated.

               / /     both the Participant and Spouse shall be recalculated.

               /X/     who is recalculated shall be determined by the
                       Participant.


22.   SPONSOR CONTACT

      Employers should direct questions concerning the language contained in and
      qualification of the Prototype to:

      JUDY GILBY
      (Job Title)  ACCOUNT ADMINISTRATOR
      (Phone Number)  210/220-4350

      In the event that the Sponsor amends, discontinues or abandons this
      Prototype Plan, notification will be provided to the Employer's address
      provided on the first page of this Agreement.











                                      25

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                                                              PROTOTYPE CASH OR
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23.   SIGNATURES:

      DUE TO THE SIGNIFICANT TAX RAMIFICATIONS, THE SPONSOR RECOMMENDS THAT
      BEFORE YOU EXECUTE THIS ADOPTION AGREEMENT, YOU CONTACT YOUR ATTORNEY OR
      TAX ADVISOR, IF ANY.

      (a)      EMPLOYER:

               Name and address of Employer if different than specified in
               Section 1 above.


               This agreement and the corresponding provisions of the Plan and
               Trust/Custodial Account Basic Plan Document #04 were adopted by
               the Employer the ____ day of _________ , 20__.

               Signed for the Employer by:   DAVID TUSA

               Title:                        CHIEF FINANCIAL OFFICER

               Signature:
                                             -----------------------------------

               THE EMPLOYER UNDERSTANDS THAT ITS FAILURE TO PROPERLY COMPLETE
               THE ADOPTION AGREEMENT MAY RESULT IN DISQUALIFICATION OF ITS
               PLAN.

               Employer's Reliance: The adopting Employer may not rely on an
               opinion letter issued by the National Office of the Internal
               Revenue Service as evidence that the Plan is qualified under Code
               Section 401. In order to obtain reliance with respect to Plan
               qualification, the Employer must apply to the appropriate Key
               District Office for a determination letter.

               This Adoption Agreement may only be used in conjunction with
               Basic Plan Document #04.







                                      26

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                                                              PROTOTYPE CASH OR
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/X/   (b)      TRUSTEE:

               Name of Trustee:

               FROST NATIONAL BANK

               The assets of the Fund shall be invested in accordance with
               paragraph 13.3 of the Basic Plan Document #04 as a Trust. As
               such, the Employer's Plan as contained herein was accepted by the
               Trustee the day of ____, 20__ .

      Signed for the Trustee by:     JUDY GILBY

      Title:                         VICE PRESIDENT

      Signature:
                                     --------------------------  ---------------

/ /    (c)      CUSTODIAN:

               Name of Custodian:


               The assets of the Fund shall be invested in accordance with
               paragraph 13.4 of the Basic Plan Document #04 as a Custodial
               Account. As such, the Employer's Plan as contained herein was
               accepted by the Custodian the ____ day of _______ , 19__ .

      Signed for the Custodian by:

      Title:

      Signature:
                                     --------------------------  ---------------

      (d)      SPONSOR:

               The Employer's Agreement and the corresponding provisions of the
               Plan and Trust/Custodial Account Basic Plan Document #04 were
               accepted by the Sponsor the __ day of ______________ , 19__ .

      Signed for the Sponsor by:     JUDY GILBY

      Title:                         VICE PRESIDENT

      Signature:
                                     -------------------------------------------










                                      27