EXHIBIT 4.9








                              OUTDOOR SYSTEMS, INC.
                                   401(K) PLAN









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                                TABLE OF CONTENTS


                                    Article I
                                   DEFINITIONS

                                   Article II
                          TOP HEAVY AND ADMINISTRATION

2.1   TOP HEAVY PLAN REQUIREMENTS.............................................17

2.2   DETERMINATION OF TOP HEAVY STATUS.......................................17

2.3   POWERS AND RESPONSIBILITIES OF THE EMPLOYER.............................20

2.4   DESIGNATION OF ADMINISTRATIVE AUTHORITY.................................21

2.5   ALLOCATION AND DELEGATION OF RESPONSIBILITIES...........................21

2.6   POWERS AND DUTIES OF THE ADMINISTRATOR..................................21

2.7   RECORDS AND REPORTS.....................................................22

2.8   APPOINTMENT OF ADVISERS.................................................22

2.9   INFORMATION FROM EMPLOYER...............................................22

2.10  PAYMENT OF EXPENSES.....................................................23

2.11  MAJORITY ACTIONS........................................................23

2.12  CLAIMS PROCEDURE........................................................23

2.13  CLAIMS REVIEW PROCEDURE.................................................23

                                   Article III
                                   ELIGIBILITY

3.1   CONDITIONS OF ELIGIBILITY...............................................24

3.2   APPLICATION FOR PARTICIPATION...........................................24

3.3   EFFECTIVE DATE OF PARTICIPATION.........................................24

3.4   DETERMINATION OF ELIGIBILITY............................................25

3.5   TERMINATION OF ELIGIBILITY..............................................25

3.6   OMISSION OF ELIGIBLE EMPLOYEE...........................................25

3.7   INCLUSION OF INELIGIBLE EMPLOYEE........................................25

3.8   ELECTION NOT TO PARTICIPATE.............................................25

                                   Article IV
                           CONTRIBUTION AND ALLOCATION

4.1   FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION.........................26

4.2   PARTICIPANT'S SALARY REDUCTION ELECTION.................................26

4.3   TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION..............................30


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4.4   ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS....................30

4.5   ACTUAL DEFERRAL PERCENTAGE TESTS........................................35

4.6   ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS..........................38

4.7   ACTUAL CONTRIBUTION PERCENTAGE TESTS....................................39

4.8   ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS......................42

4.9   MAXIMUM ANNUAL ADDITIONS................................................44

4.10  ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS...............................47

4.11  TRANSFERS FROM QUALIFIED PLANS..........................................48

4.12  DIRECTED INVESTMENT ACCOUNT.............................................50

                                    Article V
                                   VALUATIONS

5.1   VALUATION OF THE TRUST FUND.............................................50

5.2   METHOD OF VALUATION.....................................................50

                                   Article VI
                   DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1   DETERMINATION OF BENEFITS UPON RETIREMENT...............................51

6.2   DETERMINATION OF BENEFITS UPON DEATH....................................51

6.3   DETERMINATION OF BENEFITS IN EVENT OF DISABILITY........................52

6.4   DETERMINATION OF BENEFITS UPON TERMINATION..............................52

6.5   DISTRIBUTION OF BENEFITS................................................56

6.6   DISTRIBUTION OF BENEFITS UPON DEATH.....................................58

6.7   TIME OF SEGREGATION OR DISTRIBUTION.....................................60

6.8   DISTRIBUTION FOR MINOR BENEFICIARY......................................60

6.9   LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN..........................60

6.10  PRE-RETIREMENT DISTRIBUTION.............................................61

6.11  ADVANCE DISTRIBUTION FOR HARDSHIP.......................................61

6.12  QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION.........................62

                                   Article VII
                                     TRUSTEE

7.1   BASIC RESPONSIBILITIES OF THE TRUSTEE...................................63

7.2   INVESTMENT POWERS AND DUTIES OF THE TRUSTEE.............................63

7.3   OTHER POWERS OF THE TRUSTEE.............................................64

7.4   LOANS TO PARTICIPANTS...................................................66


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7.5   DUTIES OF THE TRUSTEE REGARDING PAYMENTS................................68

7.6   TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES...........................68

7.7   ANNUAL REPORT OF THE TRUSTEE............................................68

7.8   AUDIT...................................................................69

7.9   RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE..........................69

7.10  TRANSFER OF INTEREST....................................................70

7.11  DIRECT ROLLOVER.........................................................70

                                  Article VIII
                       AMENDMENT, TERMINATION AND MERGERS

8.1   AMENDMENT...............................................................71

8.2   TERMINATION.............................................................72

8.3   MERGER OR CONSOLIDATION.................................................72

                                   Article IX
                                  MISCELLANEOUS

9.1   PARTICIPANT'S RIGHTS....................................................73

9.2   ALIENATION..............................................................73

9.3   CONSTRUCTION OF PLAN....................................................74

9.4   GENDER AND NUMBER.......................................................74

9.5   LEGAL ACTION............................................................74

9.6   PROHIBITION AGAINST DIVERSION OF FUNDS..................................74

9.7   BONDING.................................................................74

9.8   EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE..............................75

9.9   INSURER'S PROTECTIVE CLAUSE.............................................75

9.10  RECEIPT AND RELEASE FOR PAYMENTS........................................75

9.11  ACTION BY THE EMPLOYER..................................................75

9.12  NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY......................76

9.13  HEADINGS................................................................76

9.14  APPROVAL BY INTERNAL REVENUE SERVICE....................................76

9.15  UNIFORMITY..............................................................77

                                    Article X
                             PARTICIPATING EMPLOYERS

10.1  ADOPTION BY OTHER EMPLOYERS.............................................77

10.2  REQUIREMENTS OF PARTICIPATING EMPLOYERS.................................77


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10.3  DESIGNATION OF AGENT....................................................78

10.4  EMPLOYEE TRANSFERS......................................................78

10.5  PARTICIPATING EMPLOYER'S CONTRIBUTION...................................78

10.6  AMENDMENT...............................................................79

10.7  DISCONTINUANCE OF PARTICIPATION.........................................79

10.8  ADMINISTRATOR'S AUTHORITY...............................................79





<PAGE>

                              OUTDOOR SYSTEMS, INC.
                                   401(K) PLAN

              THIS AGREEMENT, hereby made and entered into this 21st day of
November, 1994, by and between Outdoor Systems, Inc. (herein referred to as the
"Employer") and William S. Levine, Wally Kelly and Don Canalia (herein referred
to as the "Trustee").

                              W I T N E S S E T H:

              WHEREAS, the Employer heretofore established a Profit Sharing Plan
and Trust effective January 1, 1987, (hereinafter called the "Effective Date")
known as Outdoor Systems, Inc. 401(k) Plan (herein referred to as the "Plan") in
recognition of the contribution made to its successful operation by its
employees and for the exclusive benefit of its eligible employees; and

              WHEREAS, under the terms of the Plan, the Employer has the ability
to amend the Plan, provided the Trustee joins in such amendment if the
provisions of the Plan affecting the Trustee are amended;

              WHEREAS, the Employer desires to conform the Plan to all of the
requirements of the Tax Reform Act of 1986 and subsequent legislation;

              NOW, THEREFORE, effective January 1, 1989, except as otherwise
provided, the Employer and the Trustee in accordance with the provisions of the
Plan pertaining to amendments thereof, hereby amend the Plan in its entirety and
restate the Plan to provide as follows:

                                   Article I
                                  DEFINITIONS

         1.1 "Act" means the Employee Retirement Income Security Act of 1974, as
it may be amended from time to time.

         1.2 "Administrator" means the person or entity designated by the
Employer pursuant to Section 2.4 to administer the Plan on behalf of the
Employer.

         1.3 "Affiliated Employer" means any corporation which is a member of a
controlled group of corporations (as defined in Code Section 414(b)) which
includes the Employer; any trade or business (whether or not incorporated) which
is under common control (as defined in Code Section 414(c)) with the Employer;
any organization (whether or not incorporated) which is a member of an
affiliated service group (as defined in Code Section 414(m)) which includes the
Employer; and any other entity required to be aggregated with the Employer
pursuant to Regulations under Code Section 414(o).

         1.4 "Aggregate Account" means, with respect to each Participant, the
value of all accounts maintained on behalf of a Participant, whether
attributable to Employer or Employee contributions, subject to the provisions of
Section 2.2.

         1.5 "Anniversary Date" means December 31st.



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         1.6 "Beneficiary" means the person to whom the share of a deceased
Participant's total account is payable, subject to the restrictions of Sections
6.2 and 6.6.

         1.7 "Code" means the Internal Revenue Code of 1986, as amended or
replaced from time to time.

         1.8 "Compensation" with respect to any Participant means such
Participant's wages as defined in Code Section 3401(a) and all other payments of
compensation by the Employer (in the course of the Employer's trade or business)
for a Plan Year for which the Employer is required to furnish the Participant a
written statement under Code Sections 6041(d), 6051(a)(3) and 6052. 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)).

              For purposes of this Section, the determination of Compensation
shall be made by:

                   (a) including amounts which are contributed by the Employer
              pursuant to a salary reduction agreement and which are not
              includible in the gross income of the Participant under Code
              Sections 125, 402(e)(3), 402(h)(1)(B), 403(b) or 457, and Employee
              contributions described in Code Section 414(h)(2) that are treated
              as Employer contributions.

              For a Participant's initial year of participation, Compensation
shall be recognized as of such Employee's effective date of participation
pursuant to Section 3.3.

              Compensation in excess of $200,000 shall be disregarded. Such
amount shall be adjusted at the same time and in such manner as permitted under
Code Section 415(d), except that the dollar increase in effect on January 1 of
any calendar year shall be effective for the Plan Year beginning with or within
such calendar year and the first adjustment to the $200,000 limitation shall be
effective on January 1, 1990. For any short Plan Year the Compensation limit
shall be an amount equal to the Compensation limit for the calendar year in
which the Plan Year begins multiplied by the ratio obtained by dividing the
number of full months in the short Plan Year by twelve (12). In applying this
limitation, the family group of a Highly Compensated Participant who is subject
to the Family Member aggregation rules of Code Section 414(q)(6) because such
Participant is either a "five percent owner" of the Employer or one of the ten
(10) Highly Compensated Employees paid the greatest "415 Compensation" during
the year, shall be treated as a single Participant, except that for this purpose
Family Members shall include only the affected Participant's spouse and any
lineal descendants who have not attained age nineteen (19) before the close of
the year. If, as a result of the application of such rules the adjusted $200,000
limitation is exceeded, then the limitation shall be prorated among the affected
Family Members in proportion to each such Family Member's Compensation prior to
the application of this limitation, or the limitation shall be adjusted in
accordance with any other method permitted by Regulation.

              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,


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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 Code Section 401(a)(17)(B). The cost of
living adjustment 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 Code Section 401(a)(17) 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.

              If, as a result of such rules, the maximum "annual addition" limit
of Section 4.9(a) would be exceeded for one or more of the affected Family
Members, the prorated Compensation of all affected Family Members shall be
adjusted to avoid or reduce any excess. The prorated Compensation of any
affected Family Member whose allocation would exceed the limit shall be adjusted
downward to the level needed to provide an allocation equal to such limit. The
prorated Compensation of affected Family Members not affected by such limit
shall then be adjusted upward on a pro rata basis not to exceed each such
affected Family Member's Compensation as determined prior to application of the
Family Member rule. The resulting allocation shall not exceed such individual's
maximum "annual addition" limit. If, after these adjustments, an "excess amount"
still results, such "excess amount" shall be disposed of in the manner described
in Section 4.10(a) pro rata among all affected Family Members.

              For purposes of this Section, if the Plan is a plan described in
Code Section 413(c) or 414(f) (a plan maintained by more than one Employer), the
$200,000 limitation applies separately with respect to the Compensation of any
Participant from each Employer maintaining the Plan.

              If, in connection with the adoption of this amendment and
restatement, the definition of Compensation has been modified, then, for Plan
Years prior to the Plan Year which includes the adoption date of this amendment
and restatement, Compensation means compensation determined pursuant to the Plan
then in effect.

              For Plan Years beginning prior to January 1, 19$9, the $200,000
limit (without regard to Family Member aggregation) shall apply only for Top
Heavy Plan Years and shall not be adjusted.



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         1.9 "Contract" or "Policy" means any life insurance policy, retirement
income or annuity policy, or annuity contract (group or individual) issued
pursuant to the terms of the Plan.

         1.10 "Deferred Compensation" with respect to any Participant means the
amount of the Participant's total Compensation which has been contributed to the
Plan in accordance with the Participant's deferral election pursuant to Section
4.2 excluding any such amounts distributed as excess "annual additions" pursuant
to Section 4.10(a).

         1.11 "Early Retirement Date." This Plan does not provide for a
retirement date prior to Normal Retirement Date.

         1.12 "Elective Contribution" means the Employer's contributions to the
Plan of Deferred Compensation excluding any such amounts distributed as excess
"annual additions" pursuant to Section 4.10(a). In addition, any Employer
Qualified Non-Elective Contribution made pursuant to Section 4.1(c) and Section
4.6 shall be considered an Elective Contribution for purposes of the Plan. Any
such contributions deemed to be Elective Contributions shall be subject to the
requirements of Sections 4.2(b) and 4.2(c) and shall further be required to
satisfy the discrimination requirements of Regulation 1.401(k)-1(b)(5), the
provisions of which are specifically incorporated herein by reference.

         1.13 "Eligible Employee" means any Employee.

              Employees whose employment is governed by the terms of a
collective bargaining agreement between Employee representatives (within the
meaning of Code Section 7701(a)(46)) and the Employer under which retirement
benefits were the subject of good faith bargaining between the parties will not
be eligible to participate in this Plan unless such agreement expressly provides
for coverage in this Plan or two percent or more of the Employees of the
Employer who are covered pursuant to that agreement are professionals as defined
in Regulation 1.410(b)-9.

              Notwithstanding the above, Eligible Employees of Gannett Outdoor,
Inc. of Phoenix who are covered by a collective bargaining agreement shall be
eligible to participate in this Plan.

              Notwithstanding anything to the contrary, Employees of Affiliated
Employers shall be eligible to participate in this Plan, and such Affiliated
Employers shall automatically be deemed to have made application and shall be
bound by the terms of the Plan as outlined in Article X.

         1.14 "Employee" means any person who is employed by the Employer or
Affiliated Employer, but excludes any person who is an independent contractor.
Employee shall include Leased Employees within the meaning of Code Sections
414(n)(2) and 414(o)(2) unless such Leased Employees are covered by a plan
described in Code Section 414(n)(5) and such Leased Employees do not constitute
more than 20% of the recipient's non-highly compensated work force.

         1.15 "Employer" means Outdoor Systems, Inc. and any Affiliated Employer
(as defined in Section 1.3) and any Participating Employer (as defined in
Section 10.1) which shall



                                       4
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adopt this Plan; any successor which shall maintain this Plan; and any
predecessor which has maintained this Plan. The Employer is a corporation, with
principal offices in the State of Arizona.

         1.16 "Excess Aggregate Contributions" means, with respect to any Plan
Year, the excess of the aggregate amount of the Employer matching contributions
made pursuant to Section 4.1(b) and any qualified non-elective contributions or
elective deferrals taken into account pursuant to Section 4.7(c) on behalf of
Highly Compensated Participants for such Plan Year, over the maximum amount of
such contributions permitted under the limitations of Section 4.7(a).

         1.17 "Excess Contributions" means, with respect to a Plan Year, the
excess of Elective Contributions made on behalf of Highly Compensated
Participants for the Plan Year over the maximum amount of such contributions
permitted under Section 4.5(a). Excess Contributions shall be treated as an
"annual addition" pursuant to Section 4.9(b).

         1.18 "Excess Deferred Compensation" means, with respect to any taxable
year of a Participant, the excess of the aggregate amount of such Participant's
Deferred Compensation and the elective deferrals pursuant to Section 4.2(f)
actually made on behalf of such Participant for such taxable year, over the
dollar limitation provided for in Code Section 402(g), which is incorporated
herein by reference. Excess Deferred Compensation shall be treated as an "annual
addition" pursuant to Section 4.9(b) when contributed to the Plan unless
distributed to the affected Participant not later than the first April 15th
following the close of the Participant's taxable year. Additionally, for
purposes of Sections 2.2 and 4.4(h), Excess Deferred Compensation shall continue
to be treated as Employer contributions even if distributed pursuant to Section
4.2(f). However, Excess Deferred Compensation of Non-Highly Compensated
Participants is not taken into account for purposes of Section 4.5(a) to the
extent such Excess Deferred Compensation occurs pursuant to Section 4.2(d).

         1.19 "Family Member" means, with respect to an affected Participant,
such Participant's spouse and such Participant's lineal descendants and
ascendants and their spouses, all as described in Code Section 414(q)(6)(B).

         1.20 "Fiduciary" means any person who (a) exercises any discretionary
authority or discretionary control respecting management of the Plan or
exercises any authority or control respecting management or disposition of its
assets, (b) renders investment advice for a fee or other compensation, direct or
indirect, with respect to any monies or other property of the Plan or has any
authority or responsibility to do so, or (c) has any discretionary authority or
discretionary responsibility in the administration of the Plan, including, but
not limited to, the Trustee, the Employer and its representative body, and the
Administrator.

         1.21 "Fiscal Year" means the Employer's accounting year of 12 months
commencing on January 1st of each year and ending the following December 31st.

         1.22 "Forfeiture" means that portion of a Participant's Account that is
not Vested, and occurs on the earlier of:



                                       5
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                   (a) the distribution of the entire Vested portion of a
              Terminated Participant's Account, or

                   (b) the last day of the Plan Year in which the Participant
              incurs five (5) consecutive 1-Year Breaks in Service.

              Furthermore, for purposes of paragraph (a) above, in the case of a
Terminated Participant whose Vested benefit is zero, such Terminated Participant
shall be deemed to have received a distribution of his Vested benefit upon his
termination of employment. Restoration of such amounts shall occur pursuant to
Section 6.4(f)(2). In addition, the term Forfeiture shall also include amounts
deemed to be Forfeitures pursuant to any other provision of this Plan.

         1.23 "Former Participant" means a person who has been a Participant,
but who has ceased to be a Participant for any reason.

         1.24 "415 Compensation" with respect to any Participant means such
Participant's wages as defined in Code Section 3401(a) and all other payments of
compensation by the Employer (in the course of the Employer's trade or business)
for a Plan Year for which the Employer is required to furnish the Participant a
written statement under Code Sections 6041(d), 6051(a)(3) and 6052. "415
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)).

              If, in connection with the adoption of this amendment and
restatement, the definition of "415 Compensation" has been modified, then, for
Plan Years prior to the Plan Year which includes the adoption date of this
amendment and restatement, "415 Compensation" means compensation determined
pursuant to the Plan then in effect.

         1.25 "414(s) Compensation" with respect to any Participant means such
Participant's "415 Compensation" paid during a Plan Year. The amount of "414(s)
Compensation" with respect to any Participant shall include "414(s)
Compensation" for the entire twelve (12) month period ending on the last day of
such Plan Year, except that "414(s) Compensation" shall only be recognized for
that portion of the Plan Year during which an Employee was a Participant in the
Plan.

              For purposes of this Section, the determination of "414(s)
Compensation" shall be made by including amounts which are contributed by the
Employer pursuant to a salary reduction agreement and which are not includible
in the gross income of the Participant under Code Sections 125, 402(e)(3),
402(h)(1)(B), 403(b) or 457, and Employee contributions described in Code
Section 414(h)(2) that are treated as Employer contributions.

              "414(s) Compensation" in excess of $200,000 shall be disregarded.
Such amount shall be adjusted at the same time and in such manner as permitted
under Code Section 415(d), except that the dollar increase in effect on January
1 of any calendar year shall be effective for the Plan Year beginning with or
within such calendar year and the first adjustment to the $200,000 limitation
shall be effective on January 1, 1990. For any short Plan Year the "414(s)
Compensation" limit shall be an amount equal to the "414(s) Compensation" limit
for the


                                       6
<PAGE>

calendar year in which the Plan Year begins multiplied by the ratio obtained by
dividing the number of full months in the short Plan Year by twelve (12). In
applying this limitation, the family group of a Highly Compensated Participant
who is subject to the Family Member aggregation rules of Code Section 414(q)(6)
because such Participant is either a "five percent owner" of the Employer or one
of the ten (10) Highly Compensated Employees paid the greatest "415
Compensation" during the year, shall be treated as a single Participant, except
that for this purpose Family Members shall include only the affected
Participant's spouse and any lineal descendants who have not attained age
nineteen (l9) before the close of the year.

              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 Code Section 401(a)(17)(B). The cost of living adjustment 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 Code Section 401(a)(l7) 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.

              If, in connection with the adoption of this amendment and
restatement, the definition of "414(s) Compensation" has been modified, then,
for Plan Years prior to the Plan Year which includes the adoption date of this
amendment and restatement, "414(s) Compensation" means compensation determined
pursuant to the Plan then in effect.

         1.26 "Highly Compensated Employee" means an Employee described in Code
Section 414(q) and the Regulations thereunder, and generally means an Employee
who performed services for the Employer during the "determination year" and is
in one or more of the following groups:

                   (a) Employees who at any time during the "determination year"
              or "look-back year" were "five percent owners" as defined in
              Section 1.32(c).

                   (b) Employees who received "415 Compensation" during the
              "look-back year" from the Employer in excess of $75,000.



                                       7
<PAGE>

                   (c) Employees who received "415 Compensation" during the
              "look-back year" from the Employer in excess of $50,000 and were
              in the Top Paid Group of Employees for the Plan Year.

                   (d) Employees who during the "look-back year" were officers
              of the Employer (as that term is defined within the meaning of the
              Regulations under Code Section 416) and received "415
              Compensation" during the "look-back year" from the Employer
              greater than 50 percent of the limit in effect under Code Section
              415(b)(1)(A) for any such Plan Year. The number of officers shall
              be limited to the lesser of (i) 50 employees; or (ii) the greater
              of 3 employees or 10 percent of all employees. For the purpose of
              determining the number of officers, Employees described in Section
              1.55(a), (b), (c) and (d) shall be excluded, but such Employees
              shall still be considered for the purpose of identifying the
              particular Employees who are officers. If the Employer does not
              have at least one officer whose annual "415 Compensation" is in
              excess of 50 percent of the Code Section 415(b)(1)(A) limit, then
              the highest paid officer of the Employer will be treated as a
              Highly Compensated Employee.

                   (e) Employees who are in the group consisting of the 100
              Employees paid the greatest "415 Compensation" during the
              "determination year" and are also described in (b), (c) or (d)
              above when these paragraphs are modified to substitute
              "determination year" for "look-back year."

              The "look-back year" shall be the calendar year ending with or
within the Plan Year for which testing is being performed, and the
"determination year" (if applicable) shall be the period of time, if any, which
extends beyond the "look-back year" and ends on the last day of the Plan Year
for which testing is being performed (the "lag period"). If the "lag period" is
less than twelve months long, the dollar threshold amounts specified in (b), (c)
and (d) above shall be prorated based upon the number of months in the "lag
period. "

              For purposes of this Section, the determination of "415
Compensation" shall be made by including amounts which are contributed by the
Employer pursuant to a salary reduction agreement and which are not includible
in the gross income of the Participant under Code Sections 125, 402(e)(3),
402(h)(1)(B), 403(b) or 457, and Employee contributions described in Code
Section 414(h)(2) that are treated as Employer contributions. Additionally, the
dollar threshold amounts specified in (b) and (c) above shall be adjusted at
such time and in such manner as is provided in Regulations. In the case of such
an adjustment, the dollar limits which shall be applied are those for the
calendar year in which the "determination year" or "look-back year" begins.

              In determining who is a Highly Compensated Employee, Employees who
are non-resident aliens and who received no earned income (within the meaning of
Code Section 911(d)(2)) from the Employer constituting United States source
income within the meaning of Code Section 861(a)(3) shall not be treated as
Employees. Additionally, all Affiliated Employers shall be taken into account as
a single employer and Leased Employees within the meaning of Code Sections
414(n)(2) and 414(o)(2) shall be considered Employees unless such Leased
Employees are covered by a plan described in Code Section 414(n)(5) and are not



                                       8
<PAGE>

covered in any qualified plan maintained by the Employer. The exclusion of
Leased Employees for this purpose shall be applied on a uniform and consistent
basis for all of the Employer's retirement plans. Highly Compensated Former
Employees shall be treated as Highly Compensated Employees without regard to
whether they performed services during the "determination year."

         1.27 "Highly Compensated Former Employee" means a former Employee who
had a separation year prior to the "determination year" and was a Highly
Compensated Employee in the year of separation from service or in any
"determination year" after attaining age 55. Notwithstanding the foregoing, an
Employee who separated from service prior to 1987 will be treated as a Highly
Compensated Former Employee only if during the separation year (or year
preceding the separation year) or any year after the Employee attains age 55 (or
the last year ending before the Employee's 55th birthday), the Employee either
received "415 Compensation" in excess of $50,000 or was a "five percent owner."
For purposes of this Section, "determination year," "415 Compensation" and "five
percent owner" shall be determined in accordance with Section 1.26. Highly
Compensated Former Employees shall be treated as Highly Compensated Employees.
The method set forth in this Section for determining who is a "Highly
Compensated Former Employee" shall be applied on a uniform and consistent basis
for all purposes for which the Code Section 414(q) definition is applicable.

         1.28 "Highly Compensated Participant" means any Highly Compensated
Employee who is eligible to participate in the Plan.

         1.29 "Hour of Service" means (1) each hour for which an Employee is
directly or indirectly compensated or entitled to compensation by the Employer
for the performance of duties during the applicable computation period; (2) each
hour for which an Employee is directly or indirectly compensated or entitled to
compensation by the Employer (irrespective of whether the employment
relationship has terminated) for reasons other than performance of duties (such
as vacation, holidays, sickness, jury duty, disability, lay-off, military duty
or leave of absence) during the applicable computation period; (3) each hour for
which back pay is awarded or agreed to by the Employer without regard to
mitigation of damages. These hours will be credited to the Employee for the
computation period or periods to which the award or agreement pertains rather
than the computation period in which the award, agreement or payment is made.
The same Hours of Service shall not be credited both under (1) or (2), as the
case may be, and under (3).

              Notwithstanding the above, (i) no more than 501 Hours of Service
are required to be credited to an Employee on account of any single continuous
period during which the Employee performs no duties (whether or not such period
occurs in a single computation period); (ii) an hour for which an Employee is
directly or indirectly paid, or entitled to payment, on account of a period
during which no duties are performed is not required to be credited to the
Employee if such payment is made or due under a plan maintained solely for the
purpose of complying with applicable worker's compensation, or unemployment
compensation or disability insurance laws; and (iii) Hours of Service are not
required to be credited for a payment which solely reimburses an Employee for
medical or medically related expenses incurred by the Employee.



                                       9
<PAGE>

              For purposes of this Section, a payment shall be deemed to be made
by or due from the Employer regardless of whether such payment is made by or due
from the Employer directly, or indirectly through, among others, a trust fund,
or insurer, to which the Employer contributes or pays premiums and regardless of
whether contributions made or due to the trust fund, insurer, or other entity
are for the benefit of particular Employees or are on behalf of a group of
Employees in the aggregate.

              An Hour of Service must be counted for the purpose of determining
a Year of Service, a year of participation for purposes of accrued benefits, a
1-Year Break in Service, and employment commencement date (or reemployment
commencement date). In addition, Hours of Service will be credited for
employment with other Affiliated Employers. The provisions of Department of
Labor regulations 2530.200b-2(b) and (c) are incorporated herein by reference.

         1.30 "Income" means the income or losses allocable to "excess amounts"
which shall equal the allocable gain or loss for the "applicable computation
period". The income allocable to "excess amounts" for the "applicable
computation period" is determined by multiplying the income for the "applicable
computation period" by a fraction. The numerator of the fraction is the "excess
amount" for the "applicable computation period." The denominator of the fraction
is the total "account balance" attributable to "Employer contributions" as of
the end of the "applicable computation period", reduced by the gain allocable to
such total amount for the "applicable computation period" and increased by the
loss allocable to such total amount for the "applicable computation period". The
provisions of this Section shall be applied:

                   (a) For purposes of Section 4.2(f), by substituting:

                       (1)  "Excess Deferred Compensation" for "excess amounts";

                       (2)  "taxable year of the Participant" for "applicable
                   computation period";

                       (3)  "Deferred Compensation" for "Employer
                   contributions"; and

                       (4)  "Participant's Elective Account" for "account
                   balance."

                   (b) For purposes of Section 4.6(a), by substituting:

                       (1)  "Excess Contributions" for "excess amounts";

                       (2)  "Plan Year" for "applicable computation period";

                       (3)  "Elective Contributions" for "Employer
                   contributions"; and

                       (4)  "Participant's Elective Account" for "account
                   balance."

                   (c) For purposes of Section 4.8(a), by substituting:

                       (1)  "Excess Aggregate Contributions" for "excess
                   amounts;"



                                       10
<PAGE>

                       (2)  "Plan Year" for "applicable computation period;"

                       (3)  "Employer matching contributions made pursuant to
                   Section 4.1 (b) and any qualified non-elective contributions
                   or elective deferrals taken into account pursuant to Section
                   4.7(c)" for "Employer contributions;" and

                       (4)  "Participant's Account" for "account balance."

              Income allocable to any distribution of Excess Deferred
Compensation on or before the last day of the taxable year of the Participant
shall be calculated from the first day of the taxable year of the Participant to
the date on which the distribution is made pursuant to either the "fractional
method" or the "safe harbor method." Under such "safe harbor method," allocable
Income for such period shall be deemed to equal ten percent (10%) of the Income
allocable to such Excess Deferred Compensation multiplied by the number of
calendar months in such period. For purposes of determining the number of
calendar months in such period, a distribution occurring on or before the
fifteenth day of the month shall be treated as having been made on the last day
of the preceding month and a distribution occurring after such fifteenth day
shall be treated as having been made on the first day of the next subsequent
month.

              Notwithstanding the above, for "applicable computation periods"
which began in 1987, Income during the "gap period" shall not be taken into
account.

         1.31 "Investment Manager" means an entity that (a) has the power to
manage, acquire, or dispose of Plan assets and (b) acknowledges fiduciary
responsibility to the Plan in writing. Such entity must be a person, firm, or
corporation registered as an investment adviser under the Investment Advisers
Act of 1940, a bank, or an insurance company.

         1.32 "Key Employee" means an Employee as defined in Code Section 416(i)
and the Regulations thereunder. Generally, any Employee or former Employee (as
well as each of his Beneficiaries) is considered a Key Employee if he, at any
time during the Plan Year that contains the "Determination Date" or any of the
preceding four (4) Plan Years, has been included in one of the following
categories:

                   (a) an officer of the Employer (as that term is defined
              within the meaning of the Regulations under Code Section 416)
              having annual "415 Compensation" greater than 50 percent of the
              amount in effect under Code Section 415(b)(1)(A) for any such Plan
              Year.

                   (b) one of the ten employees having annual "415 Compensation"
              from the Employer for a Plan Year greater than the dollar
              limitation in effect under Code Section 415(c)(1)(A) for the
              calendar year in which such Plan Year ends and owning (or
              considered as owning within the meaning of Code Section 318) both
              more than one-half percent interest and the largest interests in
              the Employer.

                   (c) a "five percent owner" of the Employer. "Five percent
              owner" means any person who owns (or is considered as owning
              within the meaning of Code Section 318) more than five percent
              (5%) of the outstanding stock of the



                                       11
<PAGE>

              Employer or stock possessing more than five percent (5%) of the
              total combined voting power of all stock of the Employer or, in
              the case of an unincorporated business, any person who owns more
              than five percent (5%) of the capital or profits interest in the
              Employer. In determining percentage ownership hereunder, employers
              that would otherwise be aggregated under Code Sections 414(b),
              (c), (m) and (o) shall be treated as separate employers.

                   (d) a "one percent owner" of the Employer having an annual
              "415 Compensation" from the Employer of more than $150,000." One
              percent owner" means any person who owns (or is considered as
              owning within the meaning of Code Section 318) more than one
              percent (1%) of the outstanding stock of the Employer or stock
              possessing more than one percent (1%) of the total combined voting
              power of all stock of the Employer or, in the case of an
              unincorporated business, any person who owns more than one percent
              (1%) of the capital or profits interest in the Employer. In
              determining percentage ownership hereunder, employers that would
              otherwise be aggregated under Code Sections 414(b), (c), (m) and
              (o) shall be treated as separate employers. However, in
              determining whether an individual has "415 Compensation" of more
              than $150,000, "415 Compensation" from each employer required to
              be aggregated under Code Sections 414(b), (c), (m) and (o) shall
              be taken into account.

              For purposes of this Section, the determination of "415
Compensation" shall be made by including amounts which are contributed by the
Employer pursuant to a salary reduction agreement and which are not includible
in the gross income of the Participant under Code Sections 125, 402(e)(3),
402(h)(1)(B), 403(b) or 457, and Employee contributions described in Code
Section 414(h)(2) that are treated as Employer contributions.

         1.33 "Late Retirement Date" means the first day of the month coinciding
with or next following a Participant's actual Retirement Date after having
reached his Normal Retirement Date.

         1.34 "Leased Employee" means any person (other than an Employee of the
recipient) who pursuant to an agreement between the recipient and any other
person ("leasing organization") has performed services for the recipient (or for
the recipient and related persons determined in accordance with 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. Contributions or benefits provided a
Leased Employee by the leasing organization which are attributable to services
performed for the recipient employer shall be treated as provided by the
recipient employer. A Leased Employee shall not be considered an Employee of the
recipient:

                   (a) if such employee is covered by a money purchase pension
              plan providing:

                       (1) a non-integrated employer contribution rate of at
                   least 10% of compensation, as defined in Code Section
                   415(c)(3), but including amounts which are contributed by the
                   Employer pursuant to a salary




                                       12
<PAGE>

                   reduction agreement and which are not includible in the gross
                   income of the Participant under Code Sections 125, 402(e)(3),
                   402(h)(1)(B), 403(b) or 457, and Employee contributions
                   described in Code Section 414(h)(2) that are treated as
                   Employer contributions.

                       (2) immediate participation; and

                       (3) full and immediate vesting; and

                   (b) if Leased Employees do not constitute more than 20% of
              the recipient's non-highly compensated work force.

         1.35 "Non-Elective Contribution" means the Employer's contributions to
the Plan excluding, however, contributions made pursuant to the Participant's
deferral election provided for in Section 4.2 and any Qualified Non-Elective
Contribution.

         1.36 "Non-Highly Compensated Participant" means any Participant who is
neither a Highly Compensated Employee nor a Family Member.

         1.37 "Non-Key Employee" means any Employee or former Employee (and his
Beneficiaries) who is not a Key Employee.

         1.38 "Normal Retirement Age" means the Participant's 65th birthday. A
Participant shall become fully Vested in his Participant's Account upon
attaining his Normal Retirement Age.

              Notwithstanding the foregoing, with respect to Participants who
first commenced participation prior to the first day of the Plan Year beginning
after December 31, 1987, Normal Retirement Age shall not be earlier than the
earlier of (a) the 10th anniversary of joining the Plan, or (b) the 5th
anniversary of the first day of the Plan Year beginning after December 31, 1987.

         1.39 "Normal Retirement Date" means the first day of the month
coinciding with or next following the Participant's Normal Retirement Age.

         1.40 "1-Year Break in Service" means the applicable computation period
during which an Employee has not completed more than 500 Hours of Service with
the Employer. Further, solely for the purpose of determining whether a
Participant has incurred a 1-Year Break in Service, Hours of Service shall be
recognized for "authorized leaves of absence" and "maternity and paternity
leaves of absence." Years of Service and 1-Year Breaks in Service shall be
measured on the same computation period.

              "Authorized leave of absence" means an unpaid, temporary cessation
from active employment with the Employer pursuant to an established
nondiscriminatory policy, whether occasioned by illness, military service, or
any other reason.

              A "maternity or paternity leave of absence" means, for Plan Years
beginning after December 31, 1984, an absence from work for any period by reason
of the Employee's


                                       13
<PAGE>

pregnancy, birth of the Employee's child, placement of a child with the Employee
in connection with the adoption of such child, or any absence for the purpose of
caring for such child for a period immediately following such birth or
placement. For this purpose, Hours of Service shall be credited for the
computation period in which the absence from work begins, only if credit
therefore is necessary to prevent the Employee from incurring a 1-Year Break in
Service, or, in any other case, in the immediately following computation period.
The Hours of Service credited for a "maternity or paternity leave of absence"
shall be those which would normally have been credited but for such absence, or,
in any case in which the Administrator is unable to determine such hours
normally credited, eight (8) Hours of Service per day. The total Hours of
Service required to be credited for a "maternity or paternity leave of absence"
shall not exceed 501.

         1.41 "Participant" means any Eligible Employee who participates in the
Plan as provided in Sections 3.2 and 3.3, and has not for any reason become
ineligible to participate further in the Plan.

         1.42 "Participant's Account" means the account established and
maintained by the Administrator for each Participant with respect to his total
interest in the Plan and Trust resulting from the Employer's Non-Elective
Contributions.

              A separate accounting shall be maintained with respect to that
portion of the Participant's Account attributable to Employer matching
contributions made pursuant to Section 4.1(b) and Employer discretionary
contributions made pursuant to Section 4.1(d).

         1.43 "Participant's Combined Account" means the total aggregate amount
of each Participant's Elective Account and Participant's Account.

         1.44 "Participant's Elective Account" means the account established and
maintained by the Administrator for each Participant with respect to his total
interest in the Plan and Trust resulting from the Employer's Elective
Contributions. A separate accounting shall be maintained with respect to that
portion of the Participant's Elective Account attributable to Elective
Contributions pursuant to Section 4.2 and any Employer Qualified Non-Elective
Contributions.

         1.45 "Plan" means this instrument, including all amendments thereto.

         1.46 "Plan Year" means the Plan's accounting year of twelve (12) months
commencing on January 1st of each year and ending the following December 31st.

         1.47 "Qualified Non-Elective Contribution" means the Employer's
contributions to the Plan that are made pursuant to Section 4.1(c) and Section
4.6. Such contributions shall be considered an Elective Contribution for the
purposes of the Plan and used to satisfy the "Actual Deferral Percentage" tests.

              In addition, the Employer's contributions to the Plan that are
made pursuant to Section 4.8(h) which are used to satisfy the "Actual
Contribution Percentage" tests shall be considered Qualified Non-Elective
Contributions and be subject to the provisions of Sections 4.2(b) and 4.2(c).

                                       14
<PAGE>

         1.48 "Regulation" means the Income Tax Regulations as promulgated by
the Secretary of the Treasury or his delegate, and as amended from time to time.

         1.49 "Retired Participant" means a person who has been a Participant,
but who has become entitled to retirement benefits under the Plan.

         1.50 "Retirement Date" means the date as of which a Participant retires
for reasons other than Total and Permanent Disability, whether such retirement
occurs on a Participant's Normal Retirement Date or Late Retirement Date (see
Section 6.1).

         1.51 "Super Top Heavy Plan" means a plan described in Section 2.2(b).

         1.52 "Terminated Participant" means a person who has been a
Participant, but whose employment has been terminated other than by death, Total
and Permanent Disability or retirement.

         1.53 "Top Heavy Plan" means a plan described in Section 2.2(a).

         1.54 "Top Heavy Plan Year" means a Plan Year during which the Plan is a
Top Heavy Plan.

         1.55 "Top Paid Group" means the top 20 percent of Employees who
performed services for the Employer during the applicable year, ranked according
to the amount of "415 Compensation" (determined for this purpose in accordance
with Section 1.26) received from the Employer during such year. All Affiliated
Employers shall be taken into account as a single employer, and leased Employees
within the meaning of Code Sections 414(n)(2) and 414(o)(2) shall be considered
Employees unless such Leased Employees are covered by a plan described in Code
Section 414(n)(5) and are not covered in any qualified plan maintained by the
Employer. Employees who are non-resident aliens and who received no earned
income (within the meaning of Code Section 911(d)(2)) from the Employer
constituting United States source income within the meaning of Code Section
861(a)(3) shall not be treated as Employees. Additionally, for the purpose of
determining the number of active Employees in any year, the following additional
Employees shall also be excluded; however, such Employees shall still be
considered for the purpose of identifying the particular Employees in the Top
Paid Group:

                   (a) Employees with less than six (6) months of service;

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

                   (c) Employees who normally work less than six (6) months
              during a year; and

                   (d) Employees who have not yet attained age 21.

              In addition, if 90 percent or more of the Employees of the
Employer are covered under agreements the Secretary of Labor finds to be
collective bargaining agreements between Employee representatives and the
Employer, and the Plan covers only Employees who are not covered under such
agreements, then Employees covered by such agreements shall be excluded



                                       15
<PAGE>

from both the total number of active Employees as well as from the
identification of particular Employees in the Top Paid Group.

              The foregoing exclusions set forth in this Section shall be
applied on a uniform and consistent basis for all purposes for which the Code
Section 414(q) definition is applicable.

         1.56 "Total and Permanent Disability" means a physical or mental
condition of a Participant resulting from bodily injury, disease, or mental
disorder which renders him incapable of continuing his usual and customary
employment with the Employer. The disability of a Participant shall be
determined by a licensed physician chosen by the Administrator. The
determination shall be applied uniformly to all Participants.

         1.57 "Trustee" means the person or entity named as trustee herein or in
any separate trust forming a part of this Plan, and any successors.

         1.58 "Trust Fund" means the assets of the Plan and Trust as the same
shall exist from time to time.

         1.59 "Vested" means the nonforfeitable portion of any account
maintained on behalf of a Participant.

         1.60 "Year of Service" means the computation period of twelve (12)
consecutive months, herein set forth, during which an Employee has at least 1000
Hours of Service.

              For purposes of eligibility for participation, the initial
computation period shall begin with the date on which the Employee first
performs an Hour of Service. The participation computation period beginning
after a 1-Year Break in Service shall be measured from the date on which an
Employee again performs an Hour of Service. The participation computation period
shall shift to the Plan Year which includes the anniversary of the date on which
the Employee first performed an Hour of Service. An Employee who is credited
with the required Hours of Service in both the initial computation period (or
the computation period beginning after a 1-Year Break in Service) and the Plan
Year which includes the anniversary of the date on which the Employee first
performed an Hour of Service, shall be credited with two (2) Years of Service
for purposes of eligibility to participate.

              For vesting purposes, the computation period shall be the Plan
Year, including periods prior to the Effective Date of the Plan.

              For all other purposes, the computation period shall be the Plan
Year.

              Notwithstanding the foregoing, for any short Plan Year, the
determination of whether an Employee has completed a Year of Service shall be
made in accordance with Department of Labor regulation 2530.203-2(c). However,
in determining whether an Employee has completed a Year of Service for benefit
accrual purposes in the short Plan Year, the number of the Hours of Service
required shall be proportionately reduced based on the number of full months in
the short Plan Year.



                                       16
<PAGE>

              Years of Service with Naegle Outdoor Advertising, Outdoor Today,
Inc. and Gannett Outdoor, Inc. of Phoenix shall be recognized.

              Years of Service with any Affiliated Employer shall be recognized.

                                   Article II
                          TOP HEAVY AND ADMINISTRATION

         2.1  TOP HEAVY PLAN REQUIREMENTS

              For any Top Heavy Plan Year, the Plan shall provide the special
vesting requirements of Code Section 416(b) pursuant to Section 6.4 of the Plan
and the special minimum allocation requirements of Code Section 416(c) pursuant
to Section 4,4 of the Plan.

         2.2 DETERMINATION OF TOP HEAVY STATUS

                   (a) This Plan shall be a Top Heavy Plan for any Plan Year in
              which, as of the Determination Date, (1) the Present Value of
              Accrued Benefits of Key Employees and (2) the sum of the Aggregate
              Accounts of Key Employees under this Plan and all plans of an
              Aggregation Group, exceeds sixty percent (60%) of the Present
              Value of Accrued Benefits and the Aggregate Accounts of all Key
              and Non-Key Employees under this Plan and all plans of an
              Aggregation Group.

                       If any Participant is a Non-Key Employee for any Plan
              Year, but such Participant was a Key Employee for any prior Plan
              Year, such Participant's Present Value of Accrued Benefit and/or
              Aggregate Account balance shall not be taken into account for
              purposes of determining whether this Plan is a Top Heavy or Super
              Top Heavy Plan (or whether any Aggregation Group which includes
              this Plan is a Top Heavy Group). In addition, if a Participant or
              Former Participant has not performed any services for any Employer
              maintaining the Plan at any time during the five year period
              ending on the Determination Date, any accrued benefit for such
              Participant or Former Participant shall not be taken into account
              for the purposes of determining whether this Plan is a Top Heavy
              or Super Top Heavy Plan.

                   (b) This Plan shall be a Super Top Heavy Plan for any Plan
              Year in which, as of the Determination Date, (1) the Present Value
              of Accrued Benefits of Key Employees and (2) the sum of the
              Aggregate Accounts of Key Employees under this Plan and all plans
              of an Aggregation Group, exceeds ninety percent (90%) of the
              Present Value of Accrued Benefits and the Aggregate Accounts of
              all Key and Non-Key Employees under this Plan and all plans of an
              Aggregation Group.

                   (c) Aggregate Account: A Participant's Aggregate Account as
              of the Determination Date is the sum of:

                       (1) his Participant's Combined Account balance as of the
                   most recent valuation occurring within a twelve (12) month
                   period ending on the Determination Date;



                                       17
<PAGE>

                       (2) an adjustment for any contributions due as of the
                   Determination Date. Such adjustment shall be the amount of
                   any contributions actually made after the valuation date but
                   due on or before the Determination Date, except for the first
                   Plan Year when such adjustment shall also reflect the amount
                   of any contributions made after the Determination Date that
                   are allocated as of a date in that first Plan Year.

                       (3) any Plan distributions made within the Plan Year that
                   includes the Determination Date or within the four (4)
                   preceding Plan Years. However, in the case of distributions
                   made after the valuation date and prior to the Determination
                   Date, such distributions are not included as distributions
                   for top heavy purposes to the extent that such distributions
                   are already included in the Participant's Aggregate Account
                   balance as of the valuation date. Notwithstanding anything
                   herein to the contrary, all distributions, including
                   distributions made prior to January 1, 1984, and
                   distributions under a terminated plan which if it had not
                   been terminated would have been required to be included in an
                   Aggregation Group, will be counted. Further, distributions
                   from the Plan (including the cash value of life insurance
                   policies) of a Participant's account balance because of death
                   shall be treated as a distribution for the purposes of this
                   paragraph.

                       (4) any Employee contributions, whether voluntary or
                   mandatory. However, amounts attributable to tax deductible
                   qualified voluntary employee contributions shall not be
                   considered to be a part of the Participant's Aggregate
                   Account balance.

                       (5) with respect to unrelated rollovers and plan-to-plan
                   transfers (ones which are both initiated by the Employee and
                   made from a plan maintained by one employer to a plan
                   maintained by another employer), if this Plan provides the
                   rollovers or plan-to-plan transfers, it shall always consider
                   such rollovers or plan-to-plan transfers as a distribution
                   for the purposes of this Section. If this Plan is the plan
                   accepting such rollovers or plan-to-plan transfers, it shall
                   not consider such rollovers or plan-to-plan transfers as part
                   of the Participant's Aggregate Account balance.

                       (6) with respect to related rollovers and plan-to-plan
                   transfers (ones either not initiated by the Employee or made
                   to a plan maintained by the same employer), if this, Plan
                   provides the rollover or plan-to-plan transfer, it shall not
                   be counted as a distribution for purposes of this Section. If
                   this Plan is the plan accepting such rollover or plan-to-plan
                   transfer, it shall consider such rollover or plan-to-plan
                   transfer as part of the Participant's Aggregate Account
                   balance, irrespective of the date on which such rollover or
                   plan-to-plan transfer is accepted.



                                       18
<PAGE>

                       (7) For the purposes of determining whether two employers
                   are to be treated as the same employer in (5) and (6) above,
                   all employers aggregated under Code Section 414(b), (c), (m)
                   and (o) are treated as the same employer.

                   (d) "Aggregation Group" means either a Required Aggregation
              Group or a Permissive Aggregation Group as hereinafter determined.

                       (1) Required Aggregation Group: In determining a Required
                   Aggregation Group hereunder, each plan of the Employer in
                   which a Key Employee is a participant in the Plan Year
                   containing the Determination Date or any of the four
                   preceding Plan Years, and each other plan of the Employer
                   which enables any plan in which a Key Employee participates
                   to meet the requirements of Code Sections 401(a)(4) or 410,
                   will be required to be aggregated. Such group shall be known
                   as a Required Aggregation Group.

                   In the case of a Required Aggregation Group, each plan in the
                   group will be considered a Top Heavy Plan if the Required
                   Aggregation Group is a Top Heavy Group. No plan in the
                   Required Aggregation Group will be considered a Top Heavy
                   Plan if the Required Aggregation Group is not a Top Heavy
                   Group.

                       (2) Permissive Aggregation Group: The Employer may also
                   include any other plan not required to be included in the
                   Required Aggregation Group, provided the resulting group,
                   taken as a whole, would continue to satisfy the provisions of
                   Code Sections 401(a)(4) and 410. Such group shall be known as
                   a Permissive Aggregation Group.

                   In the case of a Permissive Aggregation Group, only a plan
                   that is part of the Required Aggregation Group will be
                   considered a Top Heavy Plan if the Permissive Aggregation
                   Group is a Top Heavy Group. No plan in the Permissive
                   Aggregation Group will be considered a Top Heavy Plan if the
                   Permissive Aggregation Group is not a Top Heavy Group.

                       (3) Only those plans of the Employer in which the
                   Determination Dates fall within the same calendar year shall
                   be aggregated in order to determine whether such plans are
                   Top Heavy Plans.

                       (4) An Aggregation Group shall include any terminated
                   plan of the Employer if it was maintained within the last
                   five (5) years ending on the Determination Date.

                   (e) "Determination Date" means (a) the last day of the
              preceding Plan Year, or (b) in the case of the first Plan Year,
              the last day of such Plan Year.

                   (f) Present Value of Accrued Benefit: In the case of a
              defined benefit plan, the Present Value of Accrued Benefit for a
              Participant other than a Key



                                       19
<PAGE>

              Employee, shall be as determined using the single accrual method
              used for all plans of the Employer and Affiliated Employers, or if
              no such single method exists, using a method which results in
              benefits accruing not more rapidly than the slowest accrual rate
              permitted under Code Section 411(b)(1)(C). The determination of
              the Present Value of Accrued Benefit shall 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.

                   (g) "Top Heavy Group" means an Aggregation Group in which, as
              of the Determination Date, the sum of:

                       (1) the Present Value of Accrued Benefits of Key
                   Employees under all defined benefit plans included in the
                   group, and

                       (2) the Aggregate Accounts of Key Employees under all
                   defined contribution plans included in the group,

                       exceeds sixty percent (60%) of a similar sum determined
              for all Participants.

         2.3  POWERS AND RESPONSIBILITIES OF THE EMPLOYER

                   (a) The Employer shall be empowered to appoint and remove the
              Trustee and the Administrator from time to time as it deems
              necessary for the proper administration of the Plan to assure that
              the Plan is being operated for the exclusive benefit of the
              Participants and their Beneficiaries in accordance with the terms
              of the Plan, the Code, and the Act.

                   (b) The Employer shall establish a "funding policy and
              method," i.e., it shall determine whether the Plan has a short run
              need for liquidity (e.g., to pay benefits) or whether liquidity is
              a long run goal and investment growth (and stability of same) is a
              more current need, or shall appoint a qualified person to do so.
              The Employer or its delegate shall communicate such needs and
              goals to the Trustee, who shall coordinate such Plan needs with
              its investment policy. The communication of such a "funding policy
              and method" shall not, however, constitute a directive to the
              Trustee as to investment of the Trust Funds. Such "funding policy
              and method" shall be consistent with the objectives of this Plan
              and with the requirements of Title I of the Act.

                   (c) The Employer shall periodically review the performance of
              any Fiduciary or other person to whom duties have been delegated
              or allocated by it under the provisions of this Plan or pursuant
              to procedures established hereunder. This requirement may be
              satisfied by formal periodic review by the Employer or by a
              qualified person specifically designated by the Employer, through
              day-to-day conduct and evaluation, or through other appropriate
              ways.



                                       20
<PAGE>

         2.4  DESIGNATION OF ADMINISTRATIVE AUTHORITY

              The Employer shall appoint one or more Administrators. Any person,
including, but not limited to, the Employees of the Employer, shall be eligible
to serve as an Administrator. Any person so appointed shall signify his
acceptance by filing written acceptance with the Employer. An Administrator may
resign by delivering his written resignation to the Employer or be removed by
the Employer by delivery of written notice of removal, to take effect at a date
specified therein, or upon delivery to the Administrator if no date is
specified.

              The Employer, upon the resignation or removal of an Administrator,
shall promptly designate in writing a successor to this position. If the
Employer does not appoint an Administrator, the Employer will function as the
Administrator.

         2.5  ALLOCATION AND DELEGATION OF RESPONSIBILITIES

              If more than one person is appointed as Administrator, the
responsibilities of each Administrator may be specified by the Employer and
accepted in writing by each Administrator. In the event that no such delegation
is made by the Employer, the Administrators may allocate the responsibilities
among themselves, in which event the Administrators shall notify the Employer
and the Trustee in writing of such action and specify the responsibilities of
each Administrator. The Trustee thereafter shall accept and rely upon any
documents executed by the appropriate Administrator until such time as the
Employer or the Administrators file with the Trustee a written revocation of
such designation.

         2.6  POWERS AND DUTIES OF THE ADMINISTRATOR

              The primary responsibility of the Administrator is to administer
the Plan for the exclusive benefit of the Participants and their Beneficiaries,
subject to the specific terms of the Plan. The Administrator shall administer
the Plan in accordance with its terms and shall have the power and discretion to
construe the terms of the Plan and to determine all questions arising in
connection with the administration, interpretation, and application of the Plan.
Any such determination by the Administrator shall be conclusive and binding upon
all persons. The Administrator may establish procedures, correct any defect,
supply any information, or reconcile any inconsistency in such manner and to
such extent as shall be deemed necessary or advisable to carry out the purpose
of the Plan; provided, however, that any procedure, discretionary act,
interpretation or construction shall be done in a nondiscriminatory manner based
upon uniform principles consistently applied and shall be consistent with the
intent that the Plan shall continue to be deemed a qualified plan under the
terms of Code Section 401(a), and shall comply with the terms of the Act and all
regulations issued pursuant thereto. The Administrator shall have all powers
necessary or appropriate to accomplish his duties under this Plan.

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

                   (a) the discretion to determine all questions relating to the
              eligibility of Employees to participate or remain a Participant
              hereunder and to receive benefits under the Plan;



                                       21
<PAGE>

                   (b) to compute, certify, and direct the Trustee with respect
              to the amount and the kind of benefits to which any Participant
              shall be entitled hereunder;

                   (c) to authorize and direct the Trustee with respect to all
              nondiscretionary or otherwise directed disbursements from the
              Trust;

                   (d) to maintain all necessary records for the administration
              of the Plan;

                   (e) to interpret the provisions of the Plan and to make and
              publish such rules for regulation of the Plan as are consistent
              with the terms hereof;

                   (f) to determine the size and type of any Contract to be
              purchased from any insurer, and to designate the insurer from
              which such Contract shall be purchased;

                   (g) to compute and certify to the Employer and to the Trustee
              from time to time the sums of money necessary or desirable to be
              contributed to the Plan;

                   (h) to consult with the Employer and the Trustee regarding
              the short and long-term liquidity needs of the Plan in order that
              the Trustee can exercise any investment discretion in a manner
              designed to accomplish specific objectives;

                   (i) to prepare and implement a procedure to notify Eligible
              Employees that they may elect to have a portion of their
              Compensation deferred or paid to them in cash;

                   (j) to assist any Participant regarding his rights, benefits,
              or elections available under the Plan.

         2.7  RECORDS AND REPORTS

              The Administrator shall keep a record of all actions taken and
shall keep all other books of account, records, and other data that may be
necessary for proper administration of the Plan and shall be responsible for
supplying all information and reports to the Internal Revenue Service,
Department of Labor, Participants, Beneficiaries and others as required by law.

         2.8  APPOINTMENT OF ADVISERS

              The Administrator, or the Trustee with the consent of the
Administrator, may appoint counsel, specialists, advisers, and other persons as
the Administrator or the Trustee deems necessary or desirable in connection with
the administration of this Plan.

         2.9  INFORMATION FROM EMPLOYER

              To enable the Administrator to perform his functions, the Employer
shall supply full and timely information to the Administrator on all matters
relating to the Compensation of


                                       22
<PAGE>

all Participants, their Hours of Service, their Years of Service, their
retirement, death, disability, or termination of employment, and such other
pertinent facts as the Administrator may require; and the Administrator shall
advise the Trustee of such of the foregoing facts as may be pertinent to the
Trustee's duties under the Plan. The Administrator may rely upon such
information as is supplied by the Employer and shall have no duty or
responsibility to verify such information.

         2.10 PAYMENT OF EXPENSES

              All expenses of administration may be paid out of the Trust Fund
unless paid by the Employer. Such expenses shall include any expenses incident
to the functioning of the Administrator, including, but not limited to, fees of
accountants, counsel, and other specialists and their agents, and other costs of
administering the Plan. Until paid, the expenses shall constitute a liability of
the Trust Fund. However, the Employer may reimburse the Trust Fund for any
administration expense incurred.

         2.11 MAJORITY ACTIONS

              Except where there has been an allocation and delegation of
administrative authority pursuant to Section 2.5, if there shall be more than
one Administrator, they shall act by a majority of their number, but may
authorize one or more of them to sign all papers on their behalf.

         2.12 CLAIMS PROCEDURE

              Claims for benefits under the Plan may be filed in writing with
the Administrator. Written notice of the disposition of a claim shall be
furnished to the claimant within 90 days after the application is filed. In the
event the claim is denied, the reasons for the denial shall be specifically set
forth in the notice in language calculated to be understood by the claimant,
pertinent provisions of the Plan shall be cited, and, where appropriate, an
explanation as to how the claimant can perfect the claim will be provided. In
addition, the claimant shall be furnished with an explanation of the Plan's
claims review procedure.

         2.13 CLAIMS REVIEW PROCEDURE

              Any Employee, former Employee, or Beneficiary of either, who has
been denied a benefit by a decision of the Administrator pursuant to Section
2.12 shall be entitled to request the Administrator to give further
consideration to his claim by filing with the Administrator (on a form which may
be obtained from the Administrator) a request for a hearing. Such request,
together with a written statement of the reasons why the claimant believes his
claim should be allowed, shall be filed with the Administrator no later than 60
days after receipt of the written notification provided for in Section 2.12. The
Administrator shall then conduct a hearing within the next 60 days, at which the
claimant may be represented by an attorney or any other representative of his
choosing and at which the claimant shall have an opportunity to submit written
and oral evidence and arguments in support of his claim. At the hearing (or
prior thereto upon 5 business days written notice to the Administrator) the
claimant or his representative shall have an opportunity to review all documents
in the possession of the Administrator which are pertinent to the claim at issue
and its disallowance. Either the claimant or the Administrator may cause a court
reporter to attend the hearing and record the proceedings. In such event, a



                                       23
<PAGE>

complete written transcript of the proceedings shall be furnished to both
parties by the court reporter. The full expense of any such court reporter and
such transcripts shall be borne by the party causing the court reporter to
attend the hearing. A final decision as to the allowance of the claim shall be
made by the Administrator within 60 days of receipt of the appeal (unless there
has been an extension of 60 days due to special circumstances, provided the
delay and the special circumstances occasioning it are communicated to the
claimant within the 60 day period). Such communication shall be written in a
manner calculated to be understood by the claimant and shall include specific
reasons for the decision and specific references to the pertinent Plan
provisions on which the decision is based.

                                   Article III
                                   ELIGIBILITY

         3.1  CONDITIONS OF ELIGIBILITY

              Any Eligible Employee who has completed one (1) Year of Service
and has attained age 21 shall be eligible to participate hereunder as of the
date he has satisfied such requirements. However, any Employee who was a
Participant in the Plan prior to the effective date of this amendment and
restatement shall continue to participate in the Plan. The Employer shall give
each prospective Eligible Employee written notice of his eligibility to
participate in the Plan prior to the close of the Plan Year in which he first
becomes an Eligible Employee.

         3.2  APPLICATION FOR PARTICIPATION

              In order to become a Participant hereunder, each Eligible Employee
shall make application to the Employer for participation in the Plan and agree
to the terms hereof. Upon the acceptance of any benefits under this Plan, such
Employee shall automatically be deemed to have made application and shall be
bound by the terms and conditions of the Plan and all amendments hereto.

         3.3  EFFECTIVE DATE OF PARTICIPATION

              For Plan Years prior to January 1, 1991, an Eligible Employee
shall become a Participant effective as of the earlier of the first day of the
Plan Year or the first day of the seventh month of such Plan Year coinciding
with or next following the date such Employee met the eligibility requirements
of Section 3.1, provided said Employee was still employed as of such date.

              For Plan Years beginning subsequent to December 31, 1990, an
Eligible Employee shall become a Participant effective as of the first day of
the Plan Year quarter coinciding with or next following the date such Employee
met the eligibility requirements of Section 3.1, provided said Employee was
still employed as of such date.

              In the event an Employee who is not a member of an eligible class
of Employees becomes a member of an eligible class, such Employee will
participate immediately if such Employee has satisfied the minimum age and
service requirements and would have otherwise previously become a Participant.



                                       24
<PAGE>

         3.4  DETERMINATION OF ELIGIBILITY

              The Administrator shall determine the eligibility of each Employee
for participation in the Plan based upon information furnished by the Employer.
Such determination shall be conclusive and binding upon all persons, as long as
the same is made pursuant to the Plan and the Act. Such determination shall be
subject to review per Section 2.13.

         3.5  TERMINATION OF ELIGIBILITY

                   (a) In the event a Participant shall go from a classification
              of an Eligible Employee to an ineligible Employee, such Former
              Participant shall continue to vest in his interest in the Plan for
              each Year of Service completed while a noneligible Employee, until
              such time as his Participant's Account shall be forfeited or
              distributed pursuant to the terms of the Plan. Additionally, his
              interest in the Plan shall continue to share in the earnings of
              the Trust Fund.

                   (b) In the event a Participant is no longer a member of an
              eligible class of Employees and becomes ineligible to participate
              but has not incurred a 1-Year Break in Service, such Employee will
              participate immediately upon returning to an eligible class of
              Employees. If such Participant incurs a 1-Year Break in Service,
              eligibility will be determined under the break in service rules of
              the Plan.

         3.6  OMISSION OF ELIGIBLE EMPLOYEE

              If, in any Plan Year, any Employee who should be included as a
Participant in the Plan is erroneously omitted and discovery of such omission is
not made until after a contribution by his Employer for the year has been made,
the Employer shall make a subsequent contribution with respect to the omitted
Employee in the amount which the said Employer would have contributed with
respect to him had he not been omitted. Such contribution shall be made
regardless of whether or not it is deductible in whole or in part in any taxable
year under applicable provisions of the Code.

         3.7  INCLUSION OF INELIGIBLE EMPLOYEE

              If, in any Plan Year, any person who should not have been included
as a Participant in the Plan is erroneously included and discovery of such
incorrect inclusion is not made until after a contribution for the year has been
made, the Employer shall not be entitled to recover the contribution made with
respect to the ineligible person regardless of whether or not a deduction is
allowable with respect to such contribution. In such event, the amount
contributed with respect to the ineligible person shall constitute a Forfeiture
(except for Deferred Compensation which shall be distributed to the ineligible
person) for the Plan Year in which the discovery is made.

         3.8  ELECTION NOT TO PARTICIPATE

              An Employee may, subject to the approval of the Employer, elect
voluntarily not to participate in the Plan. The election not to participate must
be communicated to the Employer, in writing, at least thirty (30) days before
the beginning of a Plan Year.



                                       25
<PAGE>

                                   Article IV
                           CONTRIBUTION AND ALLOCATION

         4.1  FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION

              For each Plan Year, the Employer shall contribute to the Plan:

                   (a) The amount of the total salary reduction elections of all
              Participants made pursuant to Section 4.2(a), which amount shall
              be deemed an Employer's Elective Contribution.

                   (b) On behalf of each Participant who is eligible to share in
              matching contributions for the Plan Year, a discretionary matching
              contribution equal to a percentage of each such Participant's
              Deferred Compensation, the exact percentage to be determined each
              year by the Employer, which amount shall be deemed an Employer's
              Non-Elective Contribution.

                       Except, however, in applying the matching percentage
              specified above, only salary reductions up to a discretionary
              amount shall be considered.

                   (c) On behalf of each Non-Highly Compensated Participant and
              Non-Key Employee who is eligible to share in the Qualified
              Non-Elective Contribution for the Plan Year, a discretionary
              Qualified Non-Elective Contribution equal to a percentage of each
              eligible individual's Compensation, the exact percentage to be
              determined each year by the Employer. The Employer's Qualified
              Non-Elective Contribution shall be deemed an Employer's Elective
              Contribution.

                   (d) A discretionary amount, which amount shall be deemed an
              Employer's Non-Elective Contribution.

                   (e) Notwithstanding the foregoing, however, the Employer's
              contributions for any Plan Year shall not exceed the maximum
              amount allowable as a deduction to the Employer under the
              provisions of Code Section 404. All contributions by the Employer
              shall be made in cash or in such property as is acceptable to the
              Trustee.

                   (f) Except, however, to the extent necessary to provide the
              top heavy minimum allocations, the Employer shall make a
              contribution even if it exceeds the amount which is deductible
              under Code Section 404.

         4.2  PARTICIPANT'S SALARY REDUCTION ELECTION

                   (a) Each Participant may elect to defer a portion of his
              Compensation which would have been received in the Plan Year
              (except for the deferral election) by up to the maximum amount
              which will not cause the Plan to violate the provisions of
              Sections 4.5(a) and 4.9, or cause the Plan to exceed the maximum
              amount allowable as a deduction to the Employer under Code Section
              404. A deferral election (or modification of an earlier election)
              may not be made




                                       26
<PAGE>

              with respect to Compensation which is currently available on or
              before the date the Participant executed such election.

                       The amount by which Compensation is reduced shall be that
              Participant's Deferred Compensation and be treated as an Employer
              Elective Contribution and allocated to that Participant's Elective
              Account.

                   (b) The balance in each Participant's Elective Account shall
              be fully Vested at all times and shall not be subject to
              Forfeiture for any reason.

                   (c) Amounts held in the Participant's Elective Account may
              not be distributable earlier than:

                       (1) a Participant's termination of employment, Total and
                   Permanent Disability, or death;

                       (2) a Participant's attainment of age 59 1/2;

                       (3) the termination of the Plan without the establishment
                   or existence of a "successor plan," as that term is described
                   in Regulation 1.401(k)-1(d)(3);

                       (4) the date of disposition by the Employer to an entity
                   that is not an Affiliated Employer 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 with respect to a Participant who continues
                   employment with the corporation acquiring such assets;

                       (5) the date of disposition by the Employer or an
                   Affiliated Employer who maintains the Plan of its interest in
                   a subsidiary (within the meaning of Code Section 409(d)(3))
                   to an entity which is not an Affiliated Employer but only
                   with respect to a Participant who continues employment with
                   such subsidiary; or

                       (6) the proven financial hardship of a Participant,
                   subject to the limitations of Section 6.11.

                   (d) For each Plan Year beginning after December 31, 1987, a
              Participant's Deferred Compensation made under this Plan and all
              other plans, contracts or arrangements of the Employer maintaining
              this Plan shall not exceed, during any taxable year of the
              Participant, the limitation imposed by Code Section 402(g), as in
              effect at the beginning of such taxable year. If such dollar
              limitation is exceeded, a Participant will be deemed to have
              notified the Administrator of such excess amount which shall be
              distributed in a manner consistent with Section 4.2(f). The dollar
              limitation shall be adjusted annually pursuant to the method
              provided in Code Section 415(d) in accordance with Regulations.



                                       27
<PAGE>

                   (e) In the event a Participant has received a hardship
              distribution from his Participant's Elective Account pursuant to
              Section 6.11 or pursuant to Regulation 1.401(k)-1(d)(2)(iv)(B)
              from any other plan maintained by the Employer, then such
              Participant shall not be permitted to elect to have Deferred
              Compensation contributed to the Plan on his behalf for a period of
              twelve (12) months following the receipt of the distribution.
              Furthermore, the dollar limitation under Code Section 402(g) shall
              be reduced, with respect to the Participant's taxable year
              following the taxable year in which the hardship distribution was
              made, by the amount of such Participant's Deferred Compensation,
              if any, pursuant to this Plan (and any other plan maintained by
              the Employer) for the taxable year of the hardship distribution.

                   (f) If a Participant's Deferred Compensation under this Plan
              together with any elective deferrals (as defined in Regulation
              1.402(g)-1(b)) under another qualified cash or deferred
              arrangement (as defined in Code Section 401(k)), a simplified
              employee pension (as defined in Code Section 408(k)), a salary
              reduction arrangement (within the meaning of Code Section
              3121(a)(5)(D)), a deferred compensation plan under Code Section
              457, or a trust described in Code Section 501(c)(18) cumulatively
              exceed the limitation imposed by Code Section 402(g) (as adjusted
              annually in accordance with the method provided in Code Section
              415(d) pursuant to Regulations) for such Participant's taxable
              year, the Participant may, not later than March 1 following the
              close of the Participant's taxable year, notify the Administrator
              in writing of such excess and request that his Deferred
              Compensation under this Plan be reduced by an amount specified by
              the Participant. In such event, the Administrator may direct the
              Trustee to distribute such excess amount (and any Income allocable
              to such excess amount) to the Participant not later than the first
              April 15th following the close of the Participant's taxable year.
              Distributions in accordance with this paragraph may be made for
              any taxable year of the Participant which begins after December
              31, 1986. Any distribution of less than the entire amount of
              Excess Deferred Compensation and Income shall be treated as a pro
              rata distribution of Excess Deferred Compensation and Income. The
              amount distributed shall not exceed the Participant's Deferred
              Compensation under the Plan for the taxable year. Any distribution
              on or before the last day of the Participant's taxable year must
              satisfy each of the following conditions:

                       (1) the distribution must be made after the date on which
                   the Plan received the Excess Deferred Compensation;

                       (2) the Participant shall designate the distribution as
                   Excess Deferred Compensation; and

                       (3) the Plan must designate the distribution as a
                   distribution of Excess Deferred Compensation.

                       Any distribution made pursuant to this Section 4.2(f)
              shall be made first from unmatched Deferred Compensation and,
              thereafter, from Deferred



                                       28
<PAGE>

              Compensation which is matched. Matching contributions which relate
              to such Deferred Compensation shall be forfeited.

                   (g) Notwithstanding Section 4.2(f) above, a Participant's
              Excess Deferred Compensation shall be reduced, but not below zero,
              by any distribution of Excess Contributions pursuant to Section
              4.6(a) for the Plan Year beginning with or within the taxable year
              of the Participant.

                   (h) At Normal Retirement Date, or such other date when the
              Participant shall be entitled to receive benefits, the fair market
              value of the Participant's Elective Account shall be used to
              provide additional benefits to the Participant or his Beneficiary.

                   (i) All amounts allocated to a Participant's Elective Account
              may be treated as a Directed Investment Account pursuant to
              Section 4.12.

                   (j) Employer Elective Contributions made pursuant to this
              Section may be segregated into a separate account for each
              Participant in a federally insured savings account, certificate of
              deposit in a bank or savings and loan association, money market
              certificate, or other short-term debt security acceptable to the
              Trustee until such time as the allocations pursuant to Section 4.4
              have been made.

                   (k) The Employer and the Administrator shall implement the
              salary reduction elections provided for herein in accordance with
              the following:

                       (1) A Participant may commence making elective deferrals
                   to the Plan only after first satisfying the eligibility and
                   participation requirements specified in Article III. However,
                   the Participant must make his initial salary deferral
                   election within a reasonable time, not to exceed thirty (30)
                   days, after entering the Plan pursuant to Section 3.3. If the
                   Participant fails to make an initial salary deferral election
                   within such time, then such Participant may thereafter make
                   an election in accordance with the rules governing
                   modifications. The Participant shall make such an election by
                   entering into a written salary reduction agreement with the
                   Employer and filing such agreement with the Administrator.
                   Such election shall initially be effective beginning with the
                   pay period following the acceptance of the salary reduction
                   agreement by the Administrator, shall not have retroactive
                   effect and shall remain in force until revoked.

                       (2) A Participant may modify a prior election during the
                   Plan Year and concurrently make a new election by filing a
                   written notice with the Administrator within a reasonable
                   time before the pay period for which such modification is to
                   be effective. However, modifications to a salary deferral
                   election shall only be permitted quarterly, during election
                   periods established by the Administrator prior to the first
                   day of each Plan




                                       29
<PAGE>

                   Year quarter. Any modification shall not have retroactive
                   effect and shall remain in force until revoked.

                           Notwithstanding the above, a Participant may elect to
                   make an additional salary deferral election during November
                   or December of each Plan Year.

                       (3) A Participant may elect to prospectively revoke his
                   salary reduction agreement in its entirety at any time during
                   the Plan Year by providing the Administrator with thirty (30)
                   days written notice of such revocation (or upon such shorter
                   notice period as may be acceptable to the Administrator).
                   Such revocation shall become effective as of the beginning of
                   the first pay period coincident with or next following the
                   expiration of the notice period. Furthermore, the termination
                   of the Participant's employment, or the cessation of
                   participation for any reason, shall be deemed to revoke any
                   salary reduction agreement then in effect, effective
                   immediately following the close of the pay period within
                   which such termination or cessation occurs.

         4.3  TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION

              The Employer shall generally pay to the Trustee its contribution
to the Plan for each Plan Year within the time prescribed by law, including
extensions of time, for the filing of the Employer's federal income tax return
for the Fiscal Year.

              However, Employer Elective Contributions accumulated through
payroll deductions shall be paid to the Trustee as of the earliest date on which
such contributions can reasonably be segregated from the Employer's general
assets, but in any event within ninety (90) days from the date on which such
amounts would otherwise have been payable to the Participant in cash. The
provisions of Department of Labor regulations 2510.3-102 are incorporated herein
by reference. Furthermore, any additional Employer contributions which are
allocable to the Participant's Elective Account for a Plan Year shall be paid to
the Plan no later than the twelve-month period immediately following the close
of such Plan Year.

         4.4  ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS

                   (a) The Administrator shall establish and maintain an account
              in the name of each Participant to which the Administrator shall
              credit as of each Anniversary Date all amounts allocated to each
              such Participant as set forth herein.

                   (b) The Employer shall provide the Administrator with all
              information required by the Administrator to make a proper
              allocation of the Employer's contributions for each Plan Year.
              Within a reasonable period of time after the date of receipt by
              the Administrator of such information, the Administrator shall
              allocate such contribution as follows:



                                       30
<PAGE>

                       (1) With respect to the Employer's Elective Contribution
                   made pursuant to Section 4.1(a), to each Participant's
                   Elective Account in an amount equal to each such
                   Participant's Deferred Compensation for the year.

                       (2) With respect to the Employer's Non-Elective
                   Contribution made pursuant to Section 4.1(b), to each
                   Participant's Account in accordance with Section 4.1(b).

                   Only Participants who have completed a Year of Service during
                   the Plan Year and are actively employed on the last day of
                   the Plan Year shall be eligible to share in the matching
                   contribution for the year.

                       (3) With respect to the Employer's Qualified Non-Elective
                   Contribution made pursuant to Section 4.1(c), to each
                   Participant's Elective Account in accordance with Section
                   4.1(c).

                   Only Non-Highly Compensated Participants and Non-Key
                   Employees who have completed a Year of Service during the
                   Plan Year and are actively employed on the last day of the
                   Plan Year shall be eligible to share in the Qualified
                   Non-Elective Contribution for the year.

                       (4) With respect to the Employer's Non-Elective
                   Contribution made pursuant to Section 4.1(d), to each
                   Participant's Account in the same proportion that each such
                   Participant's Compensation for the year bears to the total
                   Compensation of all Participants for such year.

                   Only Participants who have completed a Year of Service during
                   the Plan Year and are actively employed on the last day of
                   the Plan Year shall be eligible to share in the discretionary
                   contribution for the year.

                   (c) As of each Anniversary Date any amounts which became
              Forfeitures since the last Anniversary Date shall first be made
              available to reinstate previously forfeited account balances of
              Former Participants, if any, in accordance with Section 6.4(f)(2).
              The remaining Forfeitures, if any, shall be allocated to
              Participants' Accounts and used to reduce the contribution of the
              Employer hereunder for the Plan Year in which such Forfeitures
              occur in the following manner:

                       (1) Forfeitures attributable to Employer matching
                   contributions made pursuant to Section 4.1(b) shall be used
                   to reduce the Employer's contribution for the Plan Year in
                   which such Forfeitures occur.

                       (2) Forfeitures attributable to Employer discretionary
                   contributions made pursuant to Section 4.1(d) shall be added
                   to the Employer's discretionary contribution for the Plan
                   Year in which such Forfeitures occur and allocated among the
                   Participants' Accounts in the same manner as the Employer's
                   discretionary contributions.



                                       31
<PAGE>

                       Provided, however, that in the event the allocation of
              Forfeitures provided herein shall cause the "annual addition" (as
              defined in Section 4.9) to any Participant's Account to exceed the
              amount allowable by the Code, the excess shall be reallocated in
              accordance with Section 4.10.

                   (d) For any Top Heavy Plan Year, Non-Key Employees not
              otherwise eligible to share in the allocation of contributions and
              Forfeitures as provided above, shall receive the minimum
              allocation provided for in Section 4.4(h) if eligible pursuant to
              the provisions of Section 4.4(j).

                   (e) Notwithstanding the foregoing, Participants who are not
              actively employed on the last day of the Plan Year due to
              Retirement (Normal or Late), Total and Permanent Disability or
              death shall share in the allocation of contributions and
              Forfeitures for that Plan Year.

                   (f) As of each Anniversary Date or other valuation date, any
              earnings or losses (net appreciation or net depreciation) of the
              Trust Fund shall be allocated in the same proportion that each
              Participant's and Former Participant's nonsegregated accounts bear
              to the total of all Participants' and Former Participants'
              nonsegregated accounts as of such date. Such discretionary profit
              sharing allocations shall occur before the current valuation
              period allocation of Employer contributions and such 401(k)
              allocations shall occur before the allocation of one-half of the
              report period Employer contribution.

                       Participants' transfers from other qualified plans
              deposited in the general Trust Fund shall share in any earnings
              and losses (net appreciation or net depreciation) of the Trust
              Fund in the same manner provided above. Each segregated account
              maintained on behalf of a Participant shall be credited or charged
              with its separate earnings and losses.

                   (g) Participants' accounts shall be debited for any insurance
              or annuity premiums paid, if any, and credited with any dividends
              received on insurance contracts.

                   (h) Minimum Allocations Required for Top Heavy Plan Years:
              Notwithstanding the foregoing, for any Top Heavy Plan Year, the
              sum of the Employer's contributions and Forfeitures allocated to
              the Participant's Combined Account of each Non-Key Employee shall
              be equal to at least three percent (3%) of such Non-Key Employee's
              "415 Compensation" (reduced by contributions and forfeitures, if
              any, allocated to each Non-Key Employee in any defined
              contribution plan included with this plan in a Required
              Aggregation Group). However, if (1) the sum of the Employer's
              contributions and Forfeitures allocated to the Participant's
              Combined Account of each Key Employee for such Top Heavy Plan Year
              is less than three percent (3%) of each Key Employee's "415
              Compensation" and (2) this Plan is not required to be included in
              an Aggregation Group to enable a defined benefit plan to meet the
              requirements of Code Section 401(a)(4) or 410, the sum of the
              Employer's contributions and Forfeitures




                                       32
<PAGE>

              allocated to the Participant's Combined Account of each Non-Key
              Employee shall be equal to the largest percentage allocated to the
              Participant's Combined Account of any Key Employee. However, in
              determining whether a Non-Key Employee has received the required
              minimum allocation, such Non-Key Employee's Deferred Compensation
              and matching contributions needed to satisfy the "Actual
              Contribution Percentage" tests pursuant to Section 4.7(a) shall
              not be taken into account.

                       However, no such minimum allocation shall be required in
              this Plan for any Non-Key Employee who participates in another
              defined contribution plan subject to Code Section 412 providing
              such benefits included with this Plan in a Required Aggregation
              Group.

                   (i) For purposes of the minimum allocations set forth above,
              the percentage allocated to the Participant's Combined Account of
              any Key Employee shall be equal to the ratio of the sum of the
              Employer's contributions and Forfeitures allocated on behalf of
              such Key Employee divided by the "415 Compensation" for such Key
              Employee.

                   (j) For any Top Heavy Plan Year, the minimum allocations set
              forth above shall be allocated to the Participant's Combined
              Account of all Non-Key Employees who are Participants and who are
              employed by the Employer on the last day of the Plan Year,
              including Non-Key Employees who have (1) failed to complete a Year
              of Service; and (2) declined to make mandatory contributions (if
              required) or, in the case of a cash or deferred arrangement,
              elective contributions to the Plan.

                   (k) For the purposes of this Section, "415 Compensation"
              shall be limited to $200,000. Such amount shall be adjusted at the
              same time and in the same manner as permitted under Code Section
              415(d), except that the dollar increase in effect on January 1 of
              any calendar year shall be effective for the Plan Year beginning
              with or within such calendar year and the first adjustment to the
              $200,000 limitation shall be effective on January 1, 1990. For any
              short Plan Year the "415 Compensation" limit shall be an amount
              equal to the "415 Compensation" limit for the calendar year in
              which the Plan Year begins multiplied by the ratio obtained by
              dividing the number of full months in the short Plan Year by
              twelve (12). However, for Plan Years beginning prior to January 1,
              1989, the $200,000 limit shall apply only for Top Heavy Plan Years
              and shall not be adjusted.

                       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 Code Section 401(a)(17)(B). The cost of living
              adjustment in


                                       33
<PAGE>

              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 Code Section
              401(a)(17) 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.

                   (l) Notwithstanding anything herein to the contrary,
              Participants who terminated employment for any reason during the
              Plan Year shall share in the salary reduction contributions made
              by the Employer for the year of termination without regard to the
              Hours of Service credited.

                   (m) If a Former Participant is reemployed after five (5)
              consecutive 1-Year Breaks in Service, then separate accounts shall
              be maintained as follows:

                       (1) one account for nonforfeitable benefits attributable
                   to pre-break service; and

                       (2) one account representing his status in the Plan
                   attributable to post-break service.

                   (n) Notwithstanding anything to the contrary, for Plan Years
              beginning after December 31, 1989, if this is a Plan that would
              otherwise fail to meet the requirements of Code Sections
              401(a)(26), 410(b)(1) or 410(b)(2)(A)(i) and the Regulations
              thereunder because Employer contributions would not be allocated
              to a sufficient number or percentage of Participants for a Plan
              Year, then the following rules shall apply:

                       (1) The group of Participants eligible to share in the
                   Employer's contribution and Forfeitures for the Plan Year
                   shall be expanded to include the minimum number of
                   Participants who would not otherwise be eligible as are
                   necessary to satisfy the applicable test specified above. The
                   specific Participants who shall become eligible under the
                   terms of this paragraph shall be those who are actively
                   employed on the last day of the Plan Year and, when compared
                   to similarly situated



                                       34
<PAGE>

                   Participants, have completed the greatest number of Hours of
                   Service in the Plan Year.

                       (2) If after application of paragraph (1) above, the
                   applicable test is still not satisfied, then the group of
                   Participants eligible to share in the Employer's contribution
                   and Forfeitures for the Plan Year shall be further expanded
                   to include the minimum number of Participants who are not
                   actively employed on the last day of the Plan Year as are
                   necessary to satisfy the applicable test. The specific
                   Participants who shall become eligible to share shall be
                   those Participants, when compared to similarly situated
                   Participants, who have completed the greatest number of Hours
                   of Service in the Plan Year before terminating employment.

                       (3) Nothing in this Section shall permit the reduction of
                   a Participant's accrued benefit. Therefore any amounts that
                   have previously been allocated to Participants may not be
                   reallocated to satisfy these requirements. In such event, the
                   Employer shall make an additional contribution equal to the
                   amount such affected Participants would have received had
                   they been included in the allocations, even if it exceeds the
                   amount which would be deductible under Code Section 404. Any
                   adjustment to the allocations pursuant to this paragraph
                   shall be considered a retroactive amendment adopted by the
                   last day of the Plan Year.

                       (4) Notwithstanding the foregoing, for any Top Heavy Plan
                   Year beginning after December 31, 1992, if the portion of the
                   Plan which is not a Code Section 401(k) or 401(m) plan would
                   fail to satisfy Code Section 410(b) if the coverage tests
                   were applied by treating those Participants whose only
                   allocation (under such portion of the Plan) would otherwise
                   be provided under the top heavy formula as if they were not
                   currently benefiting under the Plan, then, for purposes of
                   this Section 4.4(n), such Participants shall be treated as
                   not benefiting and shall therefore be eligible to be included
                   in the expanded class of Participants who will share in the
                   allocation provided under the Plan's non top heavy formula.

         4.5  ACTUAL DEFERRAL PERCENTAGE TESTS

                   (a) Maximum Annual Allocation: For each Plan Year beginning
              after December 31, 1986, the annual allocation derived from
              Employer Elective Contributions to a Participant's Elective
              Account shall satisfy one of the following tests:

                       (1) The "Actual Deferral Percentage" for the Highly
                   Compensated Participant group shall not be more than the
                   "Actual Deferral Percentage" of the Non-Highly Compensated
                   Participant group multiplied by 1.25, or



                                       35
<PAGE>

                       (2) The excess of the "Actual Deferral Percentage" for
                   the Highly Compensated Participant group over the "Actual
                   Deferral Percentage" for the Non-Highly Compensated
                   Participant group shall not be more than two percentage
                   points. Additionally, the "Actual Deferral Percentage" for
                   the Highly Compensated Participant group shall not exceed the
                   "Actual Deferral Percentage" for the Non-Highly Compensated
                   Participant group multiplied by 2. The provisions of Code
                   Section 401(k)(3) and Regulation 1.401(k)-1(b) are
                   incorporated herein by reference.

                   However, for Plan Years beginning after December 31, 1988, in
                   order to prevent the multiple use of the alternative method
                   described in (2) above and in Code Section 401(m)(9)(A), any
                   Highly Compensated Participant eligible to make elective
                   deferrals pursuant to Section 4.2 and to make Employee
                   contributions or to receive matching contributions under this
                   Plan or under any other plan maintained by the Employer or an
                   Affiliated Employer shall have his actual contribution ratio
                   reduced pursuant to Regulation 1.401(m)-2, the provisions of
                   which are incorporated herein by reference.

                   (b) For the purposes of this Section "Actual Deferral
              Percentage" means, with respect to the Highly Compensated
              Participant group and Non-Highly Compensated Participant group for
              a Plan Year, the average of the ratios, calculated separately for
              each Participant in such group, of the amount of Employer Elective
              Contributions allocated to each Participant's Elective Account for
              such Plan Year, to such Participant's "414(s) Compensation" for
              such Plan Year. The actual deferral ratio for each Participant and
              the "Actual Deferral Percentage" for each group shall be
              calculated to the nearest one-hundredth of one percent for Plan
              Years beginning after December 31, 1988. Employer Elective
              Contributions allocated to each Non-Highly Compensated
              Participant's Elective Account shall be reduced by Excess Deferred
              Compensation to the extent such excess amounts are made under this
              Plan or any other plan maintained by the Employer.

                   (c) For the purpose of determining the actual deferral ratio
              of a Highly Compensated Employee who is subject to the Family
              Member aggregation rules of Code Section 414(q)(6) because such
              Participant is either a "five percent owner" of the Employer or
              one of the ten (10) Highly Compensated Employees paid the greatest
              "415 Compensation" during the year, the following shall apply:

                       (1) The combined actual deferral ratio for the family
                   group (which shall be treated as one Highly Compensated
                   Participant) shall be determined by aggregating Employer
                   Elective Contributions and "414(s) Compensation" of all
                   eligible Family Members (including Highly Compensated
                   Participants). However, in applying the $200,000 limit to
                   "414(s) Compensation," for Plan Years beginning after
                   December 31, 1988, Family Members shall include only the
                   affected Employee's spouse



                                       36
<PAGE>

                   and any lineal descendants who have not attained age 19
                   before the close of the Plan Year. Notwithstanding the
                   foregoing, with respect to Plan Years beginning prior to
                   January 1, 1990, compliance with the Regulations then in
                   effect shall be deemed to be compliance with this paragraph.

                       (2) The Employer Elective Contributions and "414(s)
                   Compensation" of all Family Members shall be disregarded for
                   purposes of determining the "Actual Deferral Percentage" of
                   the Non-Highly Compensated Participant group except to the
                   extent taken into account in paragraph (1) above.

                       (3) If a Participant is required to be aggregated as a
                   member of more than one family group in a plan, all
                   Participants who are members of those family groups that
                   include the Participant are aggregated as one family group in
                   accordance with paragraphs (1) and (2) above.

                   (d) For the purposes of Sections 4.5(a) and 4.6, a Highly
              Compensated Participant and a Non-Highly Compensated Participant
              shall include any Employee eligible to make a deferral election
              pursuant to Section 4.2, whether or not such deferral election was
              made or suspended pursuant to Section 4.2.

                   (e) For the purposes of this Section and Code Sections
              401(a)(4), 410(b) and 401(k), if two or more plans which include
              cash or deferred arrangements are considered one plan for the
              purposes of Code Section 401(a)(4) or 410(b) (other than Code
              Section 410(b)(2)(A)(ii) as in effect for Plan Years beginning
              after December 31, 1988), the cash or deferred arrangements
              included in such plans shall be treated as one arrangement. In
              addition, two or more cash or deferred arrangements may be
              considered as a single arrangement for purposes of determining
              whether or not such arrangements satisfy Code Sections 401(a)(4),
              410(b) and 401(k). In such a case, the cash or deferred
              arrangements included in such plans and the plans including such
              arrangements shall be treated as one arrangement and as one plan
              for purposes of this Section and Code Sections 401(a)(4), 410(b)
              and 401(k). Plans may be aggregated under this paragraph (e) for
              Plan Years beginning after December 31, 1989 only if they have the
              same plan year.

                       Notwithstanding the above, for Plan Years beginning after
              December 31, 1988, an employee stock ownership plan described in
              Code Section 4975(e)(7) or 409 may not be combined with this Plan
              for purposes of determining whether the employee stock ownership
              plan or this Plan satisfies this Section and Code Sections
              401(a)(4), 410(b) and 401(k).

                   (f) For the purposes of this Section, if a Highly Compensated
              Participant is a Participant under two or more cash or deferred
              arrangements (other than a cash or deferred arrangement which is
              part of an employee stock ownership plan as defined in Code
              Section 4975(e)(7) or 409 for Plan Years



                                       37
<PAGE>

              beginning after December 31, 1988) of the Employer or an
              Affiliated Employer, all such cash or deferred arrangements shall
              be treated as one cash or deferred arrangement for the purpose of
              determining the actual deferral ratio with respect to such Highly
              Compensated Participant. However, for Plan Years beginning after
              December 31, 1988, if the cash or deferred arrangements have
              different plan years, this paragraph shall be applied by treating
              all cash or deferred arrangements ending with or within the same
              calendar year as a single arrangement.

         4.6  ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS

              In the event that the initial allocations of the Employer's
Elective Contributions made pursuant to Section 4.4 do not satisfy one of the
tests set forth in Section 4.5(a) for Plan Years beginning after December 31,
1986, the Administrator shall adjust Excess Contributions pursuant to the
options set forth below:

                   (a) On or before the fifteenth day of the third month
              following the end of each Plan Year, the Highly Compensated
              Participant having the highest actual deferral ratio shall have
              his portion of Excess Contributions distributed to him until one
              of the tests set forth in Section 4.5(a) is satisfied, or until
              his actual deferral ratio equals the actual deferral ratio of the
              Highly Compensated Participant having the second highest actual
              deferral ratio. This process shall continue until one of the tests
              set forth in Section 4.5(a) is satisfied. For each Highly
              Compensated Participant, the amount of Excess Contributions is
              equal to the Elective Contributions on behalf of such Highly
              Compensated Participant (determined prior to the application of
              this paragraph) minus the amount determined by multiplying the
              Highly Compensated Participant's actual deferral ratio (determined
              after application of this paragraph) by his "414(s) Compensation."
              However, in determining the amount of Excess Contributions to be
              distributed with respect to an affected Highly Compensated
              Participant as determined herein, such amount shall be reduced by
              any Excess Deferred Compensation previously distributed to such
              affected Highly Compensated Participant for his taxable year
              ending with or within such Plan Year.

                       (1) With respect to the distribution of Excess
                   Contributions pursuant to (a) above, such distribution:

                           (i) may be postponed but not later than the close of
                       the Plan Year following the Plan Year to which they are
                       allocable;

                           (ii) shall be made first from unmatched Deferred
                       Compensation and, thereafter, from Deferred Compensation
                       which is matched. Matching contributions which relate to
                       such Deferred Compensation shall be forfeited;

                           (iii) shall be adjusted for Income; and

                           (iv) shall be designated by the Employer as a
                       distribution of Excess Contributions (and Income).


                                       38
<PAGE>

                       (2) Any distribution of less than the entire amount of
                   Excess Contributions shall be treated as a pro rata
                   distribution of Excess Contributions and Income.

                       (3) The determination and correction of Excess
                   Contributions of a Highly Compensated Participant whose
                   actual deferral ratio is determined under the family
                   aggregation rules shall be accomplished by reducing the
                   actual deferral ratio as required herein, and the Excess
                   Contributions for the family unit shall then be allocated
                   among the Family Members in proportion to the Elective
                   Contributions of each Family Member that were combined to
                   determine the group actual deferral ratio. Notwithstanding
                   the foregoing, with respect to Plan Years beginning prior to
                   January 1, 1990, compliance with the Regulations then in
                   effect shall be deemed to be compliance with this paragraph.

                   (b) Within twelve (12) months after the end of the Plan Year,
              the Employer may make a special Qualified Non-Elective
              Contribution on behalf of Non-Highly Compensated Participants in
              an amount sufficient to satisfy one of the tests set forth in
              Section 4.5(a). Such contribution shall be allocated to the
              Participant's Elective Account of each Non-Highly Compensated
              Participant in the same proportion that each Non-Highly
              Compensated Participant's Compensation for the year bears to the
              total Compensation of all Non-Highly Compensated Participants.

                   (c) If during a Plan Year the projected aggregate amount of
              Elective Contributions to be allocated to all Highly Compensated
              Participants under this Plan would, by virtue of the tests set
              forth in Section 4.5(a), cause the Plan to fail such tests, then
              the Administrator may automatically reduce proportionately or in
              the order provided in Section 4.6(a) each affected Highly
              Compensated Participant's deferral election made pursuant to
              Section 4.2 by an amount necessary to satisfy one of the tests set
              forth in Section 4.5(a).

         4.7  ACTUAL CONTRIBUTION PERCENTAGE TESTS

                   (a) The "Actual Contribution Percentage" for Plan Years
              beginning after December 31, 1986 for the Highly Compensated
              Participant group shall not exceed the greater of:

                       (1) 125 percent of such percentage for the Non Highly
                   Compensated Participant group; or

                       (2) the lesser of 200 percent of such percentage for the
                   Non-Highly Compensated Participant group, or such percentage
                   for the Non-Highly Compensated Participant group plus 2
                   percentage points. However, for Plan Years beginning after
                   December 31, 1988, to prevent the multiple use of the
                   alternative method described in this paragraph and Code
                   Section 401(m)(9)(A), any Highly Compensated Participant
                   eligible



                                       39
<PAGE>

                   to make elective deferrals pursuant to Section 4.2 or any
                   other cash or deferred arrangement maintained by the Employer
                   or an Affiliated Employer and to make Employee contributions
                   or to receive matching contributions under this Plan or under
                   any other plan maintained by the Employer or an Affiliated
                   Employer shall have his actual contribution ratio reduced
                   pursuant to Regulation 1.401(m)-2. The provisions of Code
                   Section 401(m) and Regulations 1.401(m)-1(b) and 1.401(m)-2
                   are incorporated herein by reference.

                   (b) For the purposes of this Section and Section 4.8, "Actual
              Contribution Percentage" for a Plan Year means, with respect to
              the Highly Compensated Participant group and Non-Highly
              Compensated Participant group, the average of the ratios
              (calculated separately for each Participant in each group) of:

                       (1) the sum of Employer matching contributions made
                   pursuant to Section 4.1 (b) on behalf of each such
                   Participant for such Plan Year; to

                       (2) the Participant's "414(s) Compensation" for such Plan
                   Year.

                   (c) For purposes of determining the "Actual Contribution
              Percentage" and the amount of Excess Aggregate Contributions
              pursuant to Section 4.8(d), only Employer matching contributions
              (excluding Employer matching contributions forfeited pursuant to
              Sections 4.2(f) and 4.6(a)(1) or forfeited pursuant to Section
              4.8(a)) contributed to the Plan prior to the end of the succeeding
              Plan Year shall be considered. In addition, the Administrator may
              elect to take into account, with respect to Employees eligible to
              have Employer matching contributions pursuant to Section 4.1(b)
              allocated to their accounts, elective deferrals (as defined in
              Regulation 1.402(g)-1(b)) and qualified non-elective contributions
              (as defined in Code Section 401(m)(4)(C)) contributed to any plan
              maintained by the Employer. Such elective deferrals and qualified
              non-elective contributions shall be treated as Employer matching
              contributions subject to Regulation 1.401(m)-1(b)(5) which is
              incorporated herein by reference. However, for Plan Years
              beginning after December 31, 1988, the Plan Year must be the same
              as the plan year of the plan to which the elective deferrals and
              the qualified non elective contributions are made.

                   (d) For the purpose of determining the actual contribution
              ratio of a Highly Compensated Employee who is subject to the
              Family Member aggregation rules of Code Section 414(q)(6) because
              such Employee is either a "five percent owner" of the Employer or
              one of the ten (10) Highly Compensated Employees paid the greatest
              "415 Compensation" during the year, the following shall apply:

                       (1) The combined actual contribution ratio for the family
                   group (which shall be treated as one Highly Compensated
                   Participant) shall be determined by aggregating Employer
                   matching contributions made



                                       40
<PAGE>

                   pursuant to Section 4.1(b) and "414(s) Compensation" of all
                   eligible Family Members (including Highly Compensated
                   Participants). However, in applying the $200,000 limit to
                   "414(s) Compensation" for Plan Years beginning after December
                   31, 1988, Family Members shall include only the affected
                   Employee's spouse and any lineal descendants who have not
                   attained age 19 before the close of the Plan Year.
                   Notwithstanding the foregoing, with respect to Plan Years
                   beginning prior to January 1, 1990, compliance with the
                   Regulations then in effect shall be deemed to be compliance
                   with this paragraph.

                       (2) The Employer matching contributions made pursuant to
                   Section 4.1(b) and "414(s) Compensation" of all Family
                   Members shall be disregarded for purposes of determining the
                   "Actual Contribution Percentage" of the Non-Highly
                   Compensated Participant group except to the extent taken into
                   account in paragraph (1) above.

                       (3) If a Participant is required to be aggregated as a
                   member of more than one family group in a plan, all
                   Participants who are members of those family groups that
                   include the Participant are aggregated as one family group in
                   accordance with paragraphs (1) and (2) above.

                   (e) For purposes of this Section and Code Sections 401(a)(4),
              410(b) and 401(m), if two or more plans of the Employer to which
              matching contributions, Employee contributions, or both, are made
              are treated as one plan for purposes of Code Sections 401(a)(4) or
              410(b) (other than the average benefits test under Code Section
              410(b)(2)(A)(ii) as in effect for Plan Years beginning after
              December 31, 1988), such plans shall be treated as one plan. In
              addition, two or more plans of the Employer to which matching
              contributions, Employee contributions, or both, are made may be
              considered as a single plan for purposes of determining whether or
              not such plans satisfy Code Sections 401(a)(4), 410(b) and 401(m).
              In such a case, the aggregated plans must satisfy this Section and
              Code Sections 401(a)(4), 410(b) and 401(m) as though such
              aggregated plans were a single plan. Plans may be aggregated under
              this paragraph (e) for Plan Years beginning after December 31,
              1988, only if they have the same plan year.

                       Notwithstanding the above, for Plan Years beginning after
              December 31, 1988, an employee stock ownership plan described in
              Code Section 4975(e)(7) or 409 may not be aggregated with this
              Plan for purposes of determining whether the employee stock
              ownership plan or this Plan satisfies this Section and Code
              Sections 401(a)(4), 410(b) and 401(m).

                   (f) If a Highly Compensated Participant is a Participant
              under two or more plans (other than an employee stock ownership
              plan as defined in Code Section 4975(e)(7) or 409 for Plan Years
              beginning after December 31, 1988) which are maintained by the
              Employer or an Affiliated Employer to which matching
              contributions, Employee contributions, or both, are made, all such
              contributions on behalf of such Highly Compensated Participant
              shall be



                                       41
<PAGE>

              aggregated for purposes of determining such Highly Compensated
              Participant's actual contribution ratio. However, for Plan Years
              beginning after December 31, 1988, if the plans have different
              plan years, this paragraph shall be applied by treating all plans
              ending with or within the same calendar year as a single plan.

                   (g) For purposes of Sections 4.7(a) and 4.8, a Highly
              Compensated Participant and Non-Highly Compensated Participant
              shall include any Employee eligible to have Employer matching
              contributions pursuant to Section 4.1(b) (whether or not a
              deferral election was made or suspended pursuant to Section
              4.2(e)) allocated to his account for the Plan Year.

         4.8  ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS

                   (a) In the event that, for Plan Years beginning after
              December 31, 1986, the "Actual Contribution Percentage" for the
              Highly Compensated Participant group exceeds the "Actual
              Contribution Percentage" for the Non-Highly Compensated
              Participant group pursuant to Section 4.7(a), the Administrator
              (on or before the fifteenth day of the third month following the
              end of the Plan Year, but in no event later than the close of the
              following Plan Year) shall direct the Trustee to distribute to the
              Highly Compensated Participant having the highest actual
              contribution ratio, his Vested portion of Excess Aggregate
              Contributions (and Income allocable to such contributions) and, if
              forfeitable, forfeit such non-Vested Excess Aggregate
              Contributions attributable to Employer matching contributions (and
              Income allocable to such forfeitures) until either one of the
              tests set forth in Section 4.7(a) is satisfied, or until his
              actual contribution ratio equals the actual contribution ratio of
              the Highly Compensated Participant having the second highest
              actual contribution ratio. This process shall continue until one
              of the tests set forth in Section 4.7(a) is satisfied.

                   (b) Any distribution and/or forfeiture of less than the
              entire amount of Excess Aggregate Contributions (and Income) shall
              be treated as a pro rata distribution and/or forfeiture of Excess
              Aggregate Contributions and Income. Distribution of Excess
              Aggregate Contributions shall be designated by the Employer as a
              distribution of Excess Aggregate Contributions (and Income).
              Forfeitures of Excess Aggregate Contributions shall be treated in
              accordance with Section 4.4.

                   (c) Excess Aggregate Contributions, including forfeited
              matching contributions, shall be treated as Employer contributions
              for purposes of Code Sections 404 and 415 even if distributed from
              the Plan.

                       Forfeited matching contributions that are reallocated to
              Participants' Accounts for the Plan Year in which the forfeiture
              occurs shall be treated as an "annual addition" pursuant to
              Section 4.9(b) for the Participants to whose Accounts they are
              reallocated and for the Participants from whose Accounts they are
              forfeited.



                                       42
<PAGE>

                   (d) For each Highly Compensated Participant, the amount of
              Excess Aggregate Contributions is equal to the Employer matching
              contributions made pursuant to Section 4.1(b) and any qualified
              non-elective contributions or elective deferrals taken into
              account pursuant to Section 4.7(c) on behalf of the Highly
              Compensated Participant (determined prior to the application of
              this paragraph) minus the amount determined by multiplying the
              Highly Compensated Participant's actual contribution ratio
              (determined after application of this paragraph) by his "414(s)
              Compensation." The actual contribution ratio must be rounded to
              the nearest one-hundredth of one percent for Plan Years beginning
              after December 31, 1988. In no case shall the amount of Excess
              Aggregate Contribution with respect to any Highly Compensated
              Participant exceed the amount of Employer matching contributions
              made pursuant to Section 4.1(b) and any qualified non-elective
              contributions or elective deferrals taken into account pursuant to
              Section 4.7(c) on behalf of such Highly Compensated Participant
              for such Plan Year.

                   (e) The determination of the amount of Excess Aggregate
              Contributions with respect to any Plan Year shall be made after
              first determining the Excess Contributions, if any, to be treated
              as voluntary Employee contributions due to recharacterization for
              the plan year of any other qualified cash or deferred arrangement
              (as defined in Code Section 401(k)) maintained by the Employer
              that ends with or within the Plan Year.

                   (f) If the determination and correction of Excess Aggregate
              Contributions of a Highly Compensated Participant whose actual
              contribution ratio is determined under the family aggregation
              rules, then the actual contribution ratio shall be reduced and the
              Excess Aggregate Contributions for the family unit shall be
              allocated among the Family Members in proportion to the sum of
              Employer matching contributions made pursuant to Section 4.1(b)
              and any qualified non-elective contributions or elective deferrals
              taken into account pursuant to Section 4.7(c) of each Family
              Member that were combined to determine the group actual
              contribution ratio. Notwithstanding the foregoing, with respect to
              Plan Years beginning prior to January 1, 1990, compliance with the
              Regulations then in effect shall be deemed to be compliance with
              this paragraph.

                   (g) If during a Plan Year the projected aggregate amount of
              Employer matching contributions to be allocated to all Highly
              Compensated Participants under this Plan would, by virtue of the
              tests set forth in Section 4.7(a), cause the Plan to fail such
              tests, then the Administrator may automatically reduce
              proportionately or in the order provided in Section 4.8(a) each
              affected Highly Compensated Participant's projected share of such
              contributions by an amount necessary to satisfy one of the tests
              set forth in Section 4.7(a).

                   (h) Notwithstanding the above, within twelve (12) months
              after the end of the Plan Year, the Employer may make a special
              Qualified Non-Elective Contribution on behalf of Non-Highly
              Compensated Participants in an amount



                                       43
<PAGE>

              sufficient to satisfy one of the tests set forth in Section
              4.7(a). Such contribution shall be allocated to the Participant's
              Elective Account of each Non-Highly Compensated Participant in the
              same proportion that each Non-Highly Compensated Participant's
              Compensation for the year bears to the total Compensation of all
              Non-Highly Compensated Participants. A separate accounting shall
              be maintained for the purpose of excluding such contributions from
              the "Actual Deferral Percentage" tests pursuant to Section 4.5(a).

         4.9  MAXIMUM ANNUAL ADDITIONS

                   (a) Notwithstanding the foregoing, the maximum "annual
              additions" credited to a Participant's accounts for any
              "limitation year" shall equal the lesser of: (1) $30,000 (or, if
              greater, one-fourth of the dollar limitation in effect under Code
              Section 415(b)(1)(A)) or (2) twenty-five percent (25%) of the
              Participant's "415 Compensation" for such "limitation year." For
              any short "limitation year," the dollar limitation in (1) above
              shall be reduced by a fraction, the numerator of which is the
              number of full months in the short "limitation year" and the
              denominator of which is twelve (12).

                   (b) For purposes of applying the limitations of Code Section
              415, "annual additions" means the sum credited to a Participant's
              accounts for any "limitation year" of (1) Employer contributions,
              (2) Employee contributions, (3) forfeitures, (4) amounts
              allocated, after March 31, 1984, to an individual medical account,
              as defined in Code Section 415(1)(2) which is part of a pension or
              annuity plan maintained by the Employer and (5) amounts derived
              from contributions paid or accrued after December 31, 1985, in
              taxable years ending after such date, which are attributable to
              post-retirement medical benefits allocated to the separate account
              of a key employee (as defined in Code Section 419A(d)(3)) under a
              welfare benefit plan (as defined in Code Section 419(e))
              maintained by the Employer. Except, however, the "415
              Compensation" percentage limitation referred to in paragraph
              (a)(2) above shall not apply to: (1) any contribution for medical
              benefits (within the meaning of Code Section 419A(f)(2)) after
              separation from service which is otherwise treated as an "annual
              addition," or (2) any amount otherwise treated as an "annual
              addition" under Code Section 415(1)(1).

                   (c) For purposes of applying the limitations of Code Section
              415, the transfer of funds from one qualified plan to another is
              not an "annual addition." In addition, the following are not
              Employee contributions for the purposes of Section 4.9(b)(2): (1)
              rollover contributions (as defined in Code Sections 402(a)(5),
              403(a)(4), 403(b)(8) and 408(d)(3)); (2) repayments of loans made
              to a Participant from the Plan; (3) repayments of distributions
              received by an Employee pursuant to Code Section 411(a)(7)(B)
              (cash-outs); (4) repayments of distributions received by an
              Employee pursuant to Code Section 411(a)(3)(D) (mandatory
              contributions); and (5) Employee contributions to a simplified
              employee pension excludable from gross income under Code Section
              408(k)(6).



                                       44
<PAGE>

                   (d) For purposes of applying the limitations of Code Section
              415, the "limitation year" shall be the Plan Year.

                   (e) The dollar limitation under Code Section 415(b)(1)(A)
              stated in paragraph (a)(1) above shall be adjusted annually as
              provided in Code Section 415(d) pursuant to the Regulations. The
              adjusted limitation is effective as of January 1st of each
              calendar year and is applicable to "limitation years" ending with
              or within that calendar year.

                   (f) For the purpose of this Section, all qualified defined
              benefit plans (whether terminated or not) ever maintained by the
              Employer shall be treated as one defined benefit plan, and all
              qualified defined contribution plans (whether terminated or not)
              ever maintained by the Employer shall be treated as one defined
              contribution plan.

                   (g) For the purpose of this Section, if the Employer is a
              member of a controlled group of corporations, trades or businesses
              under common control (as defined by Code Section 1563(a) or Code
              Section 414(b) and (c) as modified by Code Section 415(h)), is a
              member of an affiliated service group (as defined by Code Section
              414(m)), or is a member of a group of entities required to be
              aggregated pursuant to Regulations under Code Section 414(o), all
              Employees of such Employers shall be considered to be employed by
              a single Employer.

                   (h) For the purpose of this Section, if this Plan is a Code
              Section 413(c) plan, all Employers of a Participant who maintain
              this Plan will be considered to be a single Employer.

                   (i) (1) If a Participant participates in more than one
              defined contribution plan maintained by the Employer which have
              different Anniversary Dates, the maximum "annual additions" under
              this Plan shall equal the maximum "annual additions" for the
              "limitation year" minus any "annual additions" previously credited
              to such Participant's accounts during the "limitation year."

                       (2) If a Participant participates in both a defined
                   contribution plan subject to Code Section 412 and a defined
                   contribution plan not subject to Code Section 412 maintained
                   by the Employer which have the same Anniversary Date, "annual
                   additions" will be credited to the Participant's accounts
                   under the defined contribution plan subject to Code Section
                   412 prior to crediting "annual additions" to the
                   Participant's accounts under the defined contribution plan
                   not subject to Code Section 412.

                       (3) If a Participant participates in more than one
                   defined contribution plan not subject to Code Section 412
                   maintained by the Employer which have the same Anniversary
                   Date, the maximum "annual additions" under this Plan shall
                   equal the product of (A) the maximum "annual additions" for
                   the "limitation year" minus any "annual additions"



                                       45
<PAGE>

                   previously credited under subparagraphs (i) or (2) above,
                   multiplied by (B) a fraction (i) the numerator of which is
                   the "annual additions" which would be credited to such
                   Participant's accounts under this Plan without regard to the
                   limitations of Code Section 415 and (ii) the denominator of
                   which is such "annual additions" for all plans described in
                   this subparagraph.

                   (j) If an Employee is (or has been) a Participant in one or
              more defined benefit plans and one or more defined contribution
              plans maintained by the Employer, the sum of the defined benefit
              plan fraction and the defined contribution plan fraction for any
              "limitation year" may not exceed 1.0.

                   (k) The defined benefit plan fraction for any "limitation
              year" is 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 December 31, 1986, in one or more defined benefit
              plans maintained by the Employer which were in existence on May 6,
              1986, the denominator of this fraction will not be less than 125
              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 January 1, 1987, disregarding
              any changes in the terms and conditions of the plan after May 5,
              1986. The preceding sentence applies only if the defined benefit
              plans individually and in the aggregate satisfied the requirements
              of Code Section 415 for all "limitation years" beginning before
              January 1, 1987.

                   (l) The defined contribution plan fraction for any
              "limitation year" is 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 Code Section 419(e), and individual medical accounts,
              as defined in Code Section 415(1)(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 any "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.



                                       46
<PAGE>

                       If the Employee was a Participant as of the end of the
              first day of the first "limitation year" beginning after December
              31, 1986, in one or more defined contribution plans maintained by
              the Employer which were in existence on May 6, 1986, the numerator
              of this fraction will be adjusted if the sum of this fraction and
              the defined benefit fraction would otherwise exceed 1.0 under the
              terms of this Plan. Under the adjustment, an amount equal to the
              product of (1) the excess of the sum of the fractions over 1.0
              times (2) the denominator of this fraction, will be permanently
              subtracted from the numerator of this fraction. The adjustment is
              calculated using the fractions as they would be computed as of the
              end of the last "limitation year" beginning before January 1,
              1987, and disregarding any changes in the terms and conditions of
              the Plan made after May 5, 1986, but using the Code Section 415
              limitation applicable to the first "limitation year" beginning on
              or after January 1, 1987. The annual addition for any "limitation
              year" beginning before January 1, 1987 shall not be recomputed to
              treat all Employee contributions as annual additions.

                   (m) Notwithstanding the foregoing, for any "limitation year"
              in which the Plan is a Top Heavy Plan, 100 percent shall be
              substituted for 125 percent in Sections 4.9(k) and 4.9(1) unless
              the extra minimum allocation is being provided pursuant to Section
              4.4. However, for any "limitation year" in which the Plan is a
              Super Top Heavy Plan, 100 percent shall be substituted for 125
              percent in any event.

                   (n) Notwithstanding anything contained in this Section to the
              contrary, the limitations, adjustments and other requirements
              prescribed in this Section shall at all times comply with the
              provisions of Code Section 415 and the Regulations thereunder, the
              terms of which are specifically incorporated herein by reference.

         4.10 ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS

                   (a) If, as a result of the allocation of Forfeitures, a
              reasonable error in estimating a Participant's Compensation, a
              reasonable error in determining the amount of elective deferrals
              (within the meaning of Code Section 402(g)(3)) that may be made
              with respect to any Participant under the limits of Section 4.9 or
              other facts and circumstances to which Regulation 1.415-6(b)(6)
              shall be applicable, the "annual additions" under this Plan would
              cause the maximum "annual additions" to be exceeded for any
              Participant, the Administrator shall (1) distribute any elective
              deferrals (within the meaning of Code Section 402(g)(3)) or return
              any voluntary Employee contributions credited for the "limitation
              year" to the extent that the return would reduce the "excess
              amount" in the Participant's accounts (2) hold any "excess amount"
              remaining after the return of any elective deferrals or voluntary
              Employee contributions in a "Section 415 suspense account" (3) use
              the "Section 415 suspense account" in the next "limitation year"
              (and succeeding "limitation years" if necessary) to reduce
              Employer contributions for that Participant if that Participant is
              covered by the Plan as of the end of the "limitation year," or if
              the Participant is not so covered, allocate and reallocate the



                                       47
<PAGE>

              "Section 415 suspense account" in the next "limitation year" (and
              succeeding "limitation years" if necessary) to all Participants in
              the Plan before any Employer or Employee contributions which would
              constitute "annual additions" are made to the Plan for such
              "limitation year" (4) reduce Employer contributions to the Plan
              for such "limitation year" by the amount of the "Section 415
              suspense account" allocated and reallocated during such
              "limitation year."

                   (b) For purposes of this Article, "excess amount" for any
              Participant for a "limitation year" shall mean the excess, if any,
              of (1) the "annual additions" which would be credited to his
              account under the terms of the Plan without regard to the
              limitations of Code Section 415 over (2) the maximum "annual
              additions" determined pursuant to Section 4.9.

                   (c) For purposes of this Section, "Section 415 suspense
              account" shall mean an unallocated account equal to the sum of
              "excess amounts" for all Participants in the Plan during the
              "limitation year." The "Section 415 suspense account" shall not
              share in any earnings or losses of the Trust Fund.

         4.11 TRANSFERS FROM QUALIFIED PLANS

                   (a) With the consent of the Administrator, amounts may be
              transferred from other qualified plans by Employees, provided that
              the trust from which such funds are transferred permits the
              transfer to be made and the transfer will not jeopardize the tax
              exempt status of the Plan or Trust or create adverse tax
              consequences for the Employer. The amounts transferred shall be
              set up in a separate account herein referred to as a
              "Participant's Rollover Account." Such account shall be fully
              Vested at all times and shall not be subject to Forfeiture for any
              reason.

                   (b) Amounts in a Participant's Rollover Account shall be held
              by the Trustee pursuant to the provisions of this Plan and may not
              be withdrawn by, or distributed to the Participant, in whole or in
              part, except as provided in paragraphs (c) and (d) of this
              Section.

                   (c) Except as permitted by Regulations (including Regulation
              1.411(d)-4), amounts attributable to elective contributions (as
              defined in Regulation 1.401(k)-1(g)(3)), including amounts treated
              as elective contributions, which are transferred from another
              qualified plan in a plan-to-plan transfer shall be subject to the
              distribution limitations provided for in Regulation 1.401(k)-1(d).

                   (d) At Normal Retirement Date, or such other date when the
              Participant or his Beneficiary shall be entitled to receive
              benefits, the fair market value of the Participant's Rollover
              Account shall be used to provide additional benefits to the
              Participant or his Beneficiary. Any distributions of amounts held
              in a Participant's Rollover Account shall be made in a manner
              which is consistent with and satisfies the provisions of Section
              6.5, including, but not limited to, all notice and consent
              requirements of Code Section 411(a)(11) and the Regulations



                                       48
<PAGE>

              thereunder. Furthermore, such amounts shall be considered as part
              of a Participant's benefit in determining whether an involuntary
              cash-out of benefits without Participant consent may be made.

                   (e) The Administrator may direct that employee transfers made
              after a valuation date be segregated into a separate account for
              each Participant in a federally insured savings account,
              certificate of deposit in a bank or savings and loan association,
              money market certificate, or other short term debt security
              acceptable to the Trustee until such time as the allocations
              pursuant to this Plan have been made, at which time they may
              remain segregated or be invested as part of the general Trust
              Fund, to be determined by the Administrator.

                   (f) All amounts allocated to a Participant's Rollover Account
              may be treated as a Directed Investment Account pursuant to
              Section 4.12.

                   (g) For purposes of this Section, the term "qualified plan"
              shall mean any tax qualified plan under Code Section 401(a). The
              term "amounts transferred from other qualified plans" shall mean:
              (i) amounts transferred to this Plan directly from another
              qualified plan; (ii) distributions from another qualified plan
              which are eligible rollover distributions and which are either
              transferred by the Employee to this Plan within sixty (60) days
              following his receipt thereof or are transferred pursuant to a
              direct rollover; (iii) amounts transferred to this Plan from a
              conduit individual retirement account provided that the conduit
              individual retirement account has no assets other than assets
              which (A) were previously distributed to the Employee by another
              qualified plan as a lump-sum distribution, (B) were eligible for
              tax-free rollover to a qualified plan and (C) were deposited in
              such conduit individual retirement account within sixty (60) days
              of receipt thereof and other than earnings on said assets; and
              (iv) amounts distributed to the Employee from a conduit individual
              retirement account meeting the requirements of clause (iii) above,
              and transferred by the Employee to this Plan within sixty (60)
              days of his receipt thereof from such conduit individual
              retirement account.

                   (h) Prior to accepting any transfers to which this Section
              applies, the Administrator may require the Employee to establish
              that the amounts to be transferred to this Plan meet the
              requirements of this Section and may also require the Employee to
              provide an opinion of counsel satisfactory to the Employer that
              the amounts to be transferred meet the requirements of this
              Section.

                   (i) This Plan shall not accept any direct or indirect
              transfers (as that term is defined and interpreted under Code
              Section 401(a)(11) and the Regulations thereunder) from a defined
              benefit plan, money purchase plan (including a target benefit
              plan), stock bonus or profit sharing plan which would otherwise
              have provided for a life annuity form of payment to the
              Participant.

                   (j) Notwithstanding anything herein to the contrary, a
              transfer directly to this Plan from another qualified plan (or a
              transaction having the effect of such



                                       49
<PAGE>

              a transfer) shall only be permitted if it will not result in the
              elimination or reduction of any "Section 411(d)(6) protected
              benefit" as described in Section 8.1.

         4.12 DIRECTED INVESTMENT ACCOUNT

                   (a) The Administrator, in his sole discretion, may determine
              that all Participants be permitted to direct the Trustee as to the
              investment of all or a portion of the interest in any one or more
              of their individual account balances. If such authorization is
              given, Participants may, subject to a procedure established by the
              Administrator and applied in a uniform nondiscriminatory manner,
              direct the Trustee in writing to invest any portion of their
              account in specific assets, specific funds or other investments
              permitted under the Plan and the directed investment procedure.
              That portion of the account of any Participant so directing will
              thereupon be considered a Directed Investment Account, which shall
              not share in Trust Fund earnings.

                   (b) A separate Directed Investment Account shall be
              established for each Participant who has directed an investment.
              Transfers between the Participant's regular account and his
              Directed Investment Account shall be charged and credited as the
              case may be to each account. The Directed Investment Account shall
              not share in Trust Fund earnings, but it shall be charged or
              credited as appropriate with the net earnings, gains, losses and
              expenses as well as any appreciation or depreciation in market
              value during each Plan Year attributable to such account.

                                    Article V
                                   VALUATIONS

         5.1  VALUATION OF THE TRUST FUND

              The Administrator shall direct the Trustee, as of each Anniversary
Date, and at such other date or dates deemed necessary by the Administrator,
herein called "valuation date," to determine the net worth of the assets
comprising the Trust Fund as it exists on the "valuation date." In determining
such net worth, the Trustee shall value the assets comprising the Trust Fund at
their fair market value as of the "valuation date" and shall deduct all expenses
for which the Trustee has not yet obtained reimbursement from the Employer or
the Trust Fund.

         5.2  METHOD OF VALUATION

              In determining the fair market value of securities held in the
Trust Fund which are listed on a registered stock exchange, the Administrator
shall direct the Trustee to value the same at the prices they were last traded
on such exchange preceding the close of business on the "valuation date." If
such securities were not traded on the "valuation date," or if the exchange on
which they are traded was not open for business on the "valuation date," then
the securities shall be valued at the prices at which they were last traded
prior to the "valuation date." Any unlisted security held in the Trust Fund
shall be valued at its bid price next preceding the close of business on the
"valuation date," which bid price shall be obtained from a registered broker or
an investment banker. In determining the fair market value of assets other than
securities for which



                                       50
<PAGE>

trading or bid prices can be obtained, the Trustee may appraise such assets
itself, or in its discretion, employ one or more appraisers for that purpose and
rely on the values established by such appraiser or appraisers.

                                   Article VI
                   DETERMINATION AND DISTRIBUTION OF BENEFITS

         6.1  DETERMINATION OF BENEFITS UPON RETIREMENT

              Every Participant may terminate his employment with the Employer
and retire for the purposes hereof on his Normal Retirement Date. However, a
Participant may postpone the termination of his employment with the Employer to
a later date, in which event the participation of such Participant in the Plan,
including the right to receive allocations pursuant to Section 4.4, shall
continue until his Late Retirement Date. Upon a Participant's Retirement Date or
attainment of his Normal Retirement Date without termination of employment with
the Employer, or as soon thereafter as is practicable, the Trustee shall
distribute all amounts credited to such Participant's Combined Account in
accordance with Section 6.5.

         6.2  DETERMINATION OF BENEFITS UPON DEATH

                   (a) Upon the death of a Participant before his Retirement
              Date or other termination of his employment, all amounts credited
              to such Participant's Combined Account shall become fully Vested.
              The Administrator shall direct the Trustee, in accordance with the
              provisions of Sections 6.6 and 6.7, to distribute the value of the
              deceased Participant's accounts to the Participant's Beneficiary.

                   (b) Upon the death of a Former Participant, the Administrator
              shall direct the Trustee, in accordance with the provisions of
              Sections 6.6 and 6.7, to distribute any remaining Vested amounts
              credited to the accounts of a deceased Former Participant to such
              Former Participant's Beneficiary.

                   (c) Any security interest held by the Plan by reason of an
              outstanding loan to the Participant or Former Participant shall be
              taken into account in determining the amount of the death benefit.

                   (d) The Administrator may require such proper proof of death
              and such evidence of the right of any person to receive payment of
              the value of the account of a deceased Participant or Former
              Participant as the Administrator may deem desirable. The
              Administrator's determination of death and of the right of any
              person to receive payment shall be conclusive.

                   (e) The Beneficiary of the death benefit payable pursuant to
              this Section shall be the Participant's spouse. Except, however,
              the Participant may designate a Beneficiary other than his spouse
              if:

                       (1) the spouse has waived the right to be the
                   Participant's Beneficiary, or



                                       51
<PAGE>

                       (2) the Participant is legally separated or has been
                   abandoned (within the meaning of local law) and the
                   Participant has a court order to such effect (and there is no
                   "qualified domestic relations order" as defined in Code
                   Section 414(p) which provides otherwise), or

                       (3) the Participant has no spouse, or

                       (4) the spouse cannot be located.

                       In such event, the designation of a Beneficiary shall be
              made on a form satisfactory to the Administrator. A Participant
              may at any time revoke his designation of a Beneficiary or change
              his Beneficiary by filing written notice of such revocation or
              change with the Administrator. However, the Participant's spouse
              must again consent in writing to any change in Beneficiary unless
              the original consent acknowledged that the spouse had the right to
              limit consent only to a specific Beneficiary and that the spouse
              voluntarily elected to relinquish such right. In the event no
              valid designation of Beneficiary exists at the time of the
              Participant's death, the death benefit shall be payable to his
              estate.

                   (f) Any consent by the Participant's spouse to waive any
              rights to the death benefit must be in writing, must acknowledge
              the effect of such waiver, and be witnessed by a Plan
              representative or a notary public. Further, the spouse's consent
              must be irrevocable and must acknowledge the specific nonspouse
              Beneficiary.

         6.3  DETERMINATION OF BENEFITS IN EVENT OF DISABILITY

              In the event of a Participant's Total and Permanent Disability
prior to his Retirement Date or other termination of his employment, all amounts
credited to such Participant's Combined Account shall become fully Vested. In
the event of a Participant's Total and Permanent Disability, the Trustee, in
accordance with the provisions of Sections 6.5 and 6.7, shall distribute to such
Participant all amounts credited to such Participant's Combined Account as
though he had retired.

         6.4  DETERMINATION OF BENEFITS UPON TERMINATION

                   (a) On or before the Anniversary Date coinciding with or
              subsequent to the termination of a Participant's employment for
              any reason other than death, Total and Permanent Disability or
              retirement, the Administrator may direct the Trustee to segregate
              the amount of the Vested portion of such Terminated Participant's
              Combined Account and invest the aggregate amount thereof in a
              separate, federally insured savings account, certificate of
              deposit, common or collective trust fund of a bank or a deferred
              annuity. In the event the Vested portion of a Participant's
              Combined Account is not segregated, the amount shall remain in a
              separate account for the Terminated Participant and share in
              allocations pursuant to Section 4.4 until such time as a
              distribution is made to the Terminated Participant.



                                       52
<PAGE>

                       In the event that the amount of the Vested portion of the
              Terminated Participant's Combined Account equals or exceeds the
              fair market, value of any insurance Contracts, the Trustee, when
              so directed by the Administrator and agreed to by the Terminated
              Participant, shall assign, transfer, and set over to such
              Terminated Participant all Contracts on his life in such form or
              with such endorsements so that the settlement options and forms of
              payment are consistent with the provisions of Section 6.5. In the
              event that the Terminated Participant's Vested portion does not at
              least equal the fair market value of the Contracts, if any, the
              Terminated Participant may pay over to the Trustee the sum needed
              to make the distribution equal to the value of the Contracts being
              assigned or transferred, or the Trustee, pursuant to the
              Participant's election, may borrow the cash value of the Contracts
              from the insurer so that the value of the Contracts is equal to
              the Vested portion of the Terminated Participant's Account and
              then assign the Contracts to the Terminated Participant.

                       Distribution of the funds due to a Terminated Participant
              shall be made on the occurrence of an event which would result in
              the distribution had the Terminated Participant remained in the
              employ of the Employer (upon the Participant's death, Total and
              Permanent Disability or Normal Retirement). However, at the
              election of the Participant, the Administrator shall direct the
              Trustee to cause the entire Vested portion of the Terminated
              Participant's Combined Account to be payable to such Terminated
              Participant. Any distribution under this paragraph shall be made
              in a manner which is consistent with and satisfies the provisions
              of Section 6.5, including, but not limited to, all notice and
              consent requirements of Code Section 411(a)(11) and the
              Regulations thereunder.

                       If the value of a Terminated Participant's Vested benefit
              derived from Employer and Employee contributions does not exceed
              $3,500 and has never exceeded $3,500 at the time of any prior
              distribution, the Administrator shall direct the Trustee to cause
              the entire Vested benefit to be paid to such Participant in a
              single lump sum.

                       For purposes of this Section 6.4, if the value of a
              Terminated Participant's Vested benefit is zero, the Terminated
              Participant shall be deemed to have received a distribution of
              such Vested benefit.

                   (b) The Vested portion of any Participant's Account shall be
              a percentage of the total amount credited to his Participant's
              Account determined on the basis of the Participant's number of
              Years of Service according to the following schedule:



                                       53
<PAGE>

                                Vesting Schedule
             --------------------------------------------------
             Years of Service                        Percentage
             ----------------                        ----------
               Less than 2                                0%
                    2                                   100%


                   (c) Notwithstanding the vesting schedule above, the Vested
              percentage of a Participant's Account shall not be less than the
              Vested percentage attained as of the later of the effective date
              or adoption date of this amendment and restatement.

                   (d) Notwithstanding the vesting schedule above, upon the
              complete discontinuance of the Employer's contributions to the
              Plan or upon any full or partial termination of the Plan, all
              amounts credited to the account of any affected Participant shall
              become 100% Vested and shall not thereafter be subject to
              Forfeiture.

                   (e) The computation of a Participant's nonforfeitable
              percentage of his interest in the Plan shall not be reduced as the
              result of any direct or indirect amendment to this Plan. For this
              purpose, the Plan shall be treated as having been amended if the
              Plan provides for an automatic change in vesting due to a change
              in top heavy status. In the event that the Plan is amended to
              change or modify any vesting schedule, a Participant with at least
              three (3) Years of Service as of the expiration date of the
              election period may elect to have his nonforfeitable percentage
              computed under the Plan without regard to such amendment. If a
              Participant fails to make such election, then such Participant
              shall be subject to the new vesting schedule. The Participant's
              election period shall commence on the adoption date of the
              amendment and shall end 60 days after the latest of:

                       (1) the adoption date of the amendment,

                       (2) the effective date of the amendment, or

                       (3) the date the Participant receives written notice of
                   the amendment from the Employer or Administrator.

                   (f) (1) If any Former Participant shall be reemployed by the
              Employer before a 1-Year Break in Service occurs, he shall
              continue to participate in the Plan in the same manner as if such
              termination had not occurred.

                       (2) If any Former Participant shall be reemployed by the
                   Employer before five (5) consecutive 1-Year Breaks in
                   Service, and such Former Participant had received, or was
                   deemed to have received, a distribution of his entire Vested
                   interest prior to his reemployment, his forfeited account
                   shall be reinstated only if he repays the full amount
                   distributed to him before the earlier of five (5) years after
                   the first date on which the Participant is subsequently
                   reemployed by the Employer or the



                                       54
<PAGE>

                   close of the first period of five (5) consecutive 1-Year
                   Breaks in Service commencing after the distribution, or in
                   the event of a deemed distribution, upon the reemployment of
                   such Former Participant. In the event the Former Participant
                   does repay the full amount distributed to him, or in the
                   event of a deemed distribution, the undistributed portion of
                   the Participant's Account must be restored in full,
                   unadjusted by any gains or losses occurring subsequent to the
                   Anniversary Date or other valuation date coinciding with or
                   preceding his termination. The source for such reinstatement
                   shall first be any Forfeitures occurring during the year. If
                   such source is insufficient, then the Employer shall
                   contribute an amount which is sufficient to restore any such
                   forfeited Accounts provided, however, that if a discretionary
                   contribution is made for such year pursuant to Section
                   4.1(d), such contribution shall first be applied to restore
                   any such Accounts and the remainder shall be allocated in
                   accordance with Section 4.4.

                       (3) If any Former Participant is reemployed after a
                   1-Year Break in Service has occurred, Years of Service shall
                   include Years of Service prior to his 1-Year Break in Service
                   subject to the following rules:

                           (i) If a Former Participant has a 1-Year Break in
                       Service, his pre-break and post-break service shall be
                       used for computing Years of Service for eligibility and
                       for vesting purposes only after he has been employed for
                       one (1) Year of Service following the date of his
                       reemployment with the Employer;

                           (ii) Any Former Participant who under the Plan does
                       not have a nonforfeitable right to any interest in the
                       Plan resulting from Employer contributions shall lose
                       credits otherwise allowable under (i) above if his
                       consecutive 1-Year Breaks in Service equal or exceed the
                       greater of (A) five (5) or (B) the aggregate number of
                       his pre-break Years of Service;

                           (iii) After five (5) consecutive 1-Year Breaks in
                       Service, a Former Participant's Vested Account balance
                       attributable to pre-break service shall not be increased
                       as a result of post-break service;

                           (iv) If a Former Participant who has not had his
                       Years of Service before a 1-Year Break in Service
                       disregarded pursuant to (ii) above completes one (1) Year
                       of Service for eligibility purposes following his
                       reemployment with the Employer, he shall participate in
                       the Plan retroactively from his date of reemployment;

                           (v) If a Former Participant who has not had his Years
                       of Service before a 1-Year Break in Service disregarded
                       pursuant to (ii) above completes a Year of Service (a
                       1-Year Break in Service


                                       55
<PAGE>

                       previously occurred, but employment had not terminated),
                       he shall participate in the Plan retroactively from the
                       first day of the Plan Year during which he completes one
                       (1) Year of Service.

         6.5  DISTRIBUTION OF BENEFITS

                   (a) The Administrator, pursuant to the election of the
              Participant, shall direct the Trustee to distribute to a
              Participant or his Beneficiary any amount to which he is entitled
              under the Plan in one or more of the following methods

                       (1) One lump-sum payment in cash or in property;

                       (2) Payments over a period certain in monthly, quarterly,
                   semiannual, or annual cash installments. In order to provide
                   such installment payments, the Administrator may (A)
                   segregate the aggregate amount thereof in a separate,
                   federally insured savings account, certificate of deposit in
                   a bank or savings and loan association, money market
                   certificate or other liquid short-term security or (B)
                   purchase a nontransferable annuity contract for a term
                   certain (with no life contingencies) providing for such
                   payment. The period over which such payment is to be made
                   shall not extend beyond the Participant's life expectancy (or
                   the life expectancy of the Participant and his designated
                   Beneficiary).

                   (b) Any distribution to a Participant who has a benefit which
              exceeds, or has ever exceeded, $3,500 at the time of any prior
              distribution shall require such Participant's consent if such
              distribution commences prior to the later of his Normal Retirement
              Age or age 62. With regard to this required consent:

                       (1) The Participant must be informed of his right to
                   defer receipt of the distribution. If a Participant fails to
                   consent, it shall be deemed an election to defer the
                   commencement of payment of any benefit. However, any election
                   to defer the receipt of benefits shall not apply with respect
                   to distributions which are required under Section 6.5(c).

                       (2) Notice of the rights specified under this paragraph
                   shall be provided no less than 30 days and no more than 90
                   days before the first day on which all events have occurred
                   which entitle the Participant to such benefit.

                       (3) Written consent of the Participant to the
                   distribution must not be made before the Participant receives
                   the notice and must not be made more than 90 days before the
                   first day on which all events have occurred which entitle the
                   Participant to such benefit.

                       (4) No consent shall be valid if a significant detriment
                   is imposed under the Plan on any Participant who does not
                   consent to the distribution.



                                       56
<PAGE>

                       If a distribution is one to which Code Sections 401(a)
              (11) and 417 do not apply, such distribution may commence less
              than 30 days after the notice required under Regulation
              1.411(a)-11(c) is given, provided that: (1) the Administrator
              clearly informs the Participant that the Participant has a right
              to a period of at least 30 days after receiving the notice to
              consider the decision of whether or not to elect a distribution
              (and, if applicable, a particular distribution option), and (2)
              the Participant, after receiving the notice, affirmatively elects
              a distribution.

                   (c) Notwithstanding any provision in the Plan to the
              contrary, the distribution of a Participant's benefits shall be
              made in accordance with the following requirements and shall
              otherwise comply with Code Section 401(a)(9) and the Regulations
              thereunder (including Regulation 1.401(a)(9)-2), the provisions of
              which are incorporated herein by reference:

                       (1) A Participant's benefits shall be distributed to him
                   not later than April 1st of the calendar year following the
                   later of (i) the calendar year in which the Participant
                   attains age 70 1/2 or (ii) the calendar year in which the
                   Participant retires, provided, however, that this clause (ii)
                   shall not apply in the case of a Participant who is a "five
                   (5) percent owner" at any time during the five (5) Plan Year
                   period ending in the calendar year in which he attains age 70
                   1/2 or, in the case of a Participant who becomes a "five (5)
                   percent owner" during any subsequent Plan Year, clause (ii)
                   shall no longer apply and the required beginning date shall
                   be the April 1st of the calendar year following the calendar
                   year in which such subsequent Plan Year ends. Alternatively,
                   distributions to a Participant must begin no later than the
                   applicable April 1st as determined under the preceding
                   sentence and must be made over a period certain measured by
                   the life expectancy of the Participant (or the life
                   expectancies of the Participant and his designated
                   Beneficiary) in accordance with Regulations. Notwithstanding
                   the foregoing, clause (ii) above shall not apply to any
                   Participant unless the Participant had attained age 70 1/2
                   before January 1, 1988 and was not a "five (5) percent owner"
                   at any time during the Plan Year ending with or within the
                   calendar year in which the Participant attained age 66 1/2 or
                   any subsequent Plan Year.

                       (2) Distributions to a Participant and his Beneficiaries
                   shall only be made in accordance with the incidental death
                   benefit requirements of Code Section 401(a)(9)(G) and the
                   Regulations thereunder.

                   Additionally, for calendar years beginning before 1989,
                   distributions may also be made under an alternative method
                   which provides that the then present value of the payments to
                   be made over the period of the Participant's life expectancy
                   exceeds fifty percent (50%) of the then present value of the
                   total payments to be made to the Participant and his
                   Beneficiaries.


                                       57
<PAGE>

                   (d) For purposes of this Section, the life expectancy of a
              Participant and a Participant's spouse may, at the election of the
              Participant or the Participant's spouse, be redetermined in
              accordance with Regulations. The election, once made, shall be
              irrevocable. If no election is made by the time distributions must
              commence, then the life expectancy of the Participant and the
              Participant's spouse shall not be subject to recalculation. Life
              expectancy and joint and last survivor expectancy shall be
              computed using the return multiples in Tables V and VI of
              Regulation 1.72-9.

                   (e) All annuity Contracts under this Plan shall be
              non-transferable when distributed. Furthermore, the terms of any
              annuity Contract purchased and distributed to a Participant or
              spouse shall comply with all of the requirements of the Plan.

                   (f) If a distribution is made at a time when a Participant is
              not fully Vested in his Participant's Account (employment has not
              terminated) and the Participant may increase the Vested percentage
              in such account:

                       (1) a separate account shall be established for the
                   Participant's interest in the Plan as of the time of the
                   distribution; and

                       (2) at any relevant time, the Participant's Vested
                   portion of the separate account shall be equal to an amount
                   ("X") determined by the formula:

                   X equals P(AB plus (R x D)) - (R x D)

                   For purposes of applying the formula: P is the Vested
                   percentage at the relevant time, AB is the account balance at
                   the relevant time, D is the amount of distribution, and R is
                   the ratio of the account balance at the relevant time to the
                   account balance after distribution.

         6.6  DISTRIBUTION OF BENEFITS UPON DEATH

                   (a) (1) The death benefit payable pursuant to Section 6.2
              shall be paid to the Participant's Beneficiary within a reasonable
              time after the Participant's death by either of the following
              methods, as elected by the Participant (or if no election has been
              made prior to the Participant's death, by his Beneficiary)
              subject, however, to the rules specified in Section 6.6(b):

                       (i) One lump-sum payment in cash or in property;

                       (ii) Payment in monthly, quarterly, semi-annual, or
                   annual cash installments over a period to be determined by
                   the Participant or his Beneficiary. After periodic
                   installments commence, the Beneficiary shall have the right
                   to direct the Trustee to reduce the period over which such
                   periodic installments

                                       58
<PAGE>


                   shall be made, and the Trustee shall adjust the cash amount
                   of such periodic installments accordingly.

                   (2) In the event the death benefit payable pursuant to
              Section 6.2 is payable in installments, then, upon the death of
              the Participant, the Administrator may direct the Trustee to
              segregate the death benefit into a separate account, and the
              Trustee shall invest such segregated account separately, and the
              funds accumulated in such account shall be used for the payment of
              the installments.

                   (b) Notwithstanding any provision in the Plan to the
              contrary, distributions upon the death of a Participant shall be
              made in accordance with the following requirements and shall
              otherwise comply with Code Section 401(a)(9) and the Regulations
              thereunder. If it is determined pursuant to Regulations that the
              distribution of a Participant's interest has begun and the
              Participant dies before his entire interest has been distributed
              to him, the remaining portion of such interest shall be
              distributed at least as rapidly as under the method of
              distribution selected pursuant to Section 6.5 as of his date of
              death. If a Participant dies before he has begun to receive any
              distributions of his interest under the Plan or before
              distributions are deemed to have begun pursuant to Regulations,
              then his death benefit shall be distributed to his Beneficiaries
              by December 31st of the calendar year in which the fifth
              anniversary of his date of death occurs.

                   However, the 5-year distribution requirement of the preceding
              paragraph shall not apply to any portion of the deceased
              Participant's interest which is payable to or for the benefit of a
              designated Beneficiary. In such event, such portion may, at the
              election of the Participant (or the Participant's designated
              Beneficiary), be distributed over a period not extending beyond
              the life expectancy of such designated Beneficiary provided such
              distribution begins not later than December 31st of the calendar
              year immediately following the calendar year in which the
              Participant died. However, in the event the Participant's spouse
              (determined as of the date of the Participant's death) is his
              Beneficiary, the requirement that distributions commence within
              one year of a Participant's death shall not apply. In lieu
              thereof, distributions must commence on or before the later of:
              (1) December 31st of the calendar year immediately following the
              calendar year in which the Participant died; or (2) December 31st
              of the calendar year in which the Participant would have attained
              age 70 1/2. If the surviving spouse dies before distributions to
              such spouse begin, then the 5-year distribution requirement of
              this Section shall apply as if the spouse was the Participant.

                   (c) For purposes of Section 6.6(b), the election by a
              designated Beneficiary to be excepted from the 5-year distribution
              requirement must be made no later than December 31st of the
              calendar year following the calendar year of the Participant's
              death. Except, however, with respect to a designated Beneficiary
              who is the Participant's surviving spouse, the election must be
              made by the earlier of: (1) December 31st of the calendar year
              immediately following the calendar year in which the Participant
              died or, if later, the calendar year in which the

                                       59
<PAGE>

              Participant would have attained age 70 1/2; or (2) December 31st
              of the calendar year which contains the fifth anniversary of the
              date of the Participant's death. An election by a designated
              Beneficiary must be in writing and shall be irrevocable as of the
              last day of the election period stated herein. In the absence of
              an election by the Participant or a designated Beneficiary, the
              5-year distribution requirement shall apply.

                   (d) For purposes of this Section, the life expectancy of a
              Participant and a Participant's spouse may, at the election of the
              Participant or the Participant's spouse, be redetermined in
              accordance with Regulations. The election, once made, shall be
              irrevocable. If no election is made by the time distributions must
              commence, then the life expectancy of the Participant and the
              Participant's spouse shall not be subject to recalculation. Life
              expectancy and joint and last survivor expectancy shall be
              computed using the return multiples in Tables V and VI of
              Regulation 1.72-9.

         6.7  TIME OF SEGREGATION OR DISTRIBUTION

              Except as limited by Sections 6.5 and 6.6, whenever the Trustee is
to make a distribution or to commence a series of payments on or as of an
Anniversary Date, the distribution or series of payments may be made or begun on
such date or as soon thereafter as is practicable. However, unless a Former
Participant elects in writing to defer the receipt of benefits (such election
may not result in a death benefit that is more than incidental), the payment of
benefits shall begin not later than the 60th day after the close of the Plan
Year in which the latest of the following events occurs: (a) the date on which
the Participant attains the earlier of age 65 or the Normal Retirement Age
specified herein; (b) the 10th anniversary of the year in which the Participant
commenced participation in the Plan; or (c) the date the Participant terminates
his service with the Employer.

         6.8  DISTRIBUTION FOR MINOR BENEFICIARY

              In the event a distribution is to be made to a minor, then the
Administrator may direct that such distribution be paid to the legal guardian,
or if none, to a parent of such Beneficiary or a responsible adult with whom the
Beneficiary maintains his residence, or to the custodian for such Beneficiary
under the Uniform Gift to Minors Act or Gift to Minors Act, if such is permitted
by the laws of the state in which said Beneficiary resides. Such a payment to
the legal guardian, custodian or parent of a minor Beneficiary shall fully
discharge the Trustee, Employer, and Plan from further liability on account
thereof.

         6.9  LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

              In the event that all, or any portion, of the distribution payable
to a Participant or his Beneficiary hereunder shall, at the later of the
Participant's attainment of age 62 or his Normal Retirement Age, remain unpaid
solely by reason of the inability of the Administrator, after sending a
registered letter, return receipt requested, to the last known address, and
after further diligent effort, to ascertain the whereabouts of such Participant
or his Beneficiary, the amount so distributable shall be treated as a Forfeiture
pursuant to the Plan. In the event a

                                       60
<PAGE>

Participant or Beneficiary is located subsequent to his benefit being
reallocated, such benefit shall be restored.

         6.10 PRE-RETIREMENT DISTRIBUTION

              At such time as a Participant shall have attained the age of 59
1/2 years, the Administrator, at the election of the Participant, shall direct
the Trustee to distribute all or a portion of the amount then credited to the
accounts maintained on behalf of the Participant. However, no distribution from
the Participant's Account shall occur prior to 100% vesting. In the event that
the Administrator makes such a distribution, the Participant shall continue to
be eligible to participate in the Plan on the same basis as any other Employee.
Any distribution made pursuant to this Section shall be made in a manner
consistent with Section 6.5, including, but not limited to, all notice and
consent requirements of Code Section 411(a)(11) and the Regulations thereunder.

              Notwithstanding the above, pre-retirement distributions from a
Participant's Elective Account shall not be permitted prior to the Participant
attaining age 59 1/2 except as otherwise permitted under the terms of the Plan.

         6.11 ADVANCE DISTRIBUTION FOR HARDSHIP

                   (a) The Administrator, at the election of the Participant,
              shall direct the Trustee to distribute to any Participant in any
              one Plan Year up to the lesser of 100% of his Participant's
              Elective Account valued as of the last Anniversary Date or other
              valuation date or the amount necessary to satisfy the immediate
              and heavy financial need of the Participant. Any distribution made
              pursuant to this Section shall be deemed to be made as of the
              first day of the Plan Year or, if later, the valuation date
              immediately preceding the date of distribution, and the
              Participant's Elective Account shall be reduced accordingly.
              Withdrawal under this Section shall be authorized only if the
              distribution is on account of:

                       (1) Expenses for medical care described in Code Section
                   213(d) previously incurred by the Participant, his spouse, or
                   any of his dependents (as defined in Code Section 152) or
                   necessary for these persons to obtain medical care;

                       (2) The costs directly related to the purchase of a
                   principal residence for the Participant (excluding mortgage
                   payments);

                       (3) Payment of tuition and related educational fees for
                   the next twelve (12) months of post-secondary education for
                   the Participant, his spouse, children, or dependents; or

                       (4) Payments necessary to prevent the eviction of the
                   Participant from his principal residence or foreclosure on
                   the mortgage of the Participant's principal residence.

                                       61
<PAGE>


                   (b) No distribution shall be made pursuant to this Section
              unless the Administrator, based upon the Participant's
              representation and such other facts as are known to the
              Administrator, determines that all of the following conditions are
              satisfied:

                       (1) The distribution is not in excess of the amount of
                   the immediate and heavy financial need of the Participant.
                   The amount of the immediate and heavy financial need may
                   include any amounts necessary to pay any federal, state, or
                   local income taxes or penalties reasonably anticipated to
                   result from the distribution;

                       (2) The Participant has obtained all distributions, other
                   than hardship distributions, and all nontaxable (at the time
                   of the loan) loans currently available under all plans
                   maintained by the Employer;

                       (3) The Plan, and all other plans maintained by the
                   Employer, provide that the Participant's elective deferrals
                   and voluntary Employee contributions will be suspended for at
                   least twelve (12) months after receipt of the hardship
                   distribution or, the Participant, pursuant to a legally
                   enforceable agreement, will suspend his elective deferrals
                   and voluntary Employee contributions to the Plan and all
                   other plans maintained by the Employer for at least twelve
                   (12) months after receipt of the hardship distribution; and

                       (4) The Plan, and all other plans maintained by the
                   Employer, provide that the Participant may not make elective
                   deferrals for the Participant'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 next taxable year less the amount of such Participant's
                   elective deferrals for the taxable year of the hardship
                   distribution.

                   (c) Notwithstanding the above, for Plan Years beginning after
              December 31, 1988, distributions from the Participant's Elective
              Account pursuant to this Section shall be limited, as of the date
              of distribution, to the Participant's Elective Account as of the
              end of the last Plan Year ending before July 1, 1989, plus the
              total Participant's Deferred Compensation after such date, reduced
              by the amount of any previous distributions pursuant to this
              Section and Section 6.10.

                   (d) Any distribution made pursuant to this Section shall be
              made in a manner which is consistent with and satisfies the
              provisions of Section 6.5, including, but not limited to, all
              notice and consent requirements of Code Section 411(a)(11) and the
              Regulations thereunder.

         6.12 QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION

              All rights and benefits, including elections, provided to a
Participant in this Plan shall be subject to the rights afforded to any
"alternate payee" under a "qualified domestic

                                       62
<PAGE>


relations order." Furthermore, a distribution to an "alternate payee" shall be
permitted if such distribution is authorized by a "qualified domestic relations
order," even if the affected Participant has not separated from service and has
not reached the "earliest retirement age" under the Plan. For the purposes of
this Section, "alternate payee," "qualified domestic relations order" and
"earliest retirement age" shall have the meaning set forth under Code Section
414(p).

                                   Article VII
                                     TRUSTEE

         7.1  BASIC RESPONSIBILITIES OF THE TRUSTEE

              The Trustee shall have the following categories of
responsibilities:

                   (a) Consistent with the "funding policy and method"
              determined by the Employer, to invest, manage, and control the
              Plan assets subject, however, to the direction of an Investment
              Manager if the Trustee should appoint such manager as to all or a
              portion of the assets of the Plan;

                   (b) At the direction of the Administrator, to pay benefits
              required under the Plan to be paid to Participants, or, in the
              event of their death, to their Beneficiaries;

                   (c) To maintain records of receipts and disbursements and
              furnish to the Employer and/or Administrator for each Plan Year a
              written annual report per Section 7.7; and

                   (d) If there shall be more than one Trustee, they shall act
              by a majority of their number, but may authorize one or more of
              them to sign papers on their behalf.

         7.2  INVESTMENT POWERS AND DUTIES OF THE TRUSTEE

                   (a) The Trustee shall invest and reinvest the Trust Fund to
              keep the Trust Fund invested without distinction between principal
              and income and in such securities or property, real or personal,
              wherever situated, as the Trustee shall deem advisable, including,
              but not limited to, stocks, common or preferred, bonds and other
              evidences of indebtedness or ownership, and real estate or any
              interest therein. The Trustee shall at all times in making
              investments of the Trust Fund consider, among other factors, the
              short and long-term financial needs of the Plan on the basis of
              information furnished by the Employer. In making such investments,
              the Trustee shall not be restricted to securities or other
              property of the character expressly authorized by the applicable
              law for trust investments; however, the Trustee shall give due
              regard to any limitations imposed by the Code or the Act so that
              at all times the Plan may qualify as a qualified Profit Sharing
              Plan and Trust.

                   (b) The Trustee may employ a bank or trust company pursuant
              to the terms of its usual and customary bank agency agreement,
              under which the duties

                                       63
<PAGE>


              of such bank or trust company shall be of a custodial, clerical
              and record-keeping nature.

                   (c) The Trustee, at the direction of the Administrator, shall
              ratably apply for, own, and pay premiums on Contracts on the lives
              of the Participants. If a life insurance policy is to be purchased
              for a Participant, the aggregate premium for ordinary life
              insurance for each Participant must be less than 50% of the
              aggregate of the contributions and Forfeitures to the credit of
              the Participant at any particular time. If term insurance is
              purchased with such contributions, the aggregate premium must be
              less than 25% of the aggregate contributions and Forfeitures
              allocated to a Participant's Combined Account. If both term
              insurance and ordinary life insurance are purchased with such
              contributions, the amount expended for term insurance plus
              one-half of the premium for ordinary life insurance may not in the
              aggregate exceed 25% of the aggregate contributions and
              Forfeitures allocated to a Participant's Combined Account. The
              Trustee must convert the entire value of the life insurance
              contracts at or before retirement into cash or provide for a
              periodic income so that no portion of such value may be used to
              continue life insurance protection beyond retirement, or
              distribute the Contracts to the Participant. In the event of any
              conflict between the terms of this Plan and the terms of any
              insurance Contract purchased hereunder, the Plan provisions shall
              control.

         7.3  OTHER POWERS OF THE TRUSTEE

              The Trustee, in addition to all powers and authorities under
common law, statutory authority, including the Act, and other provisions of the
Plan, shall have the following powers and authorities, to be exercised in the
Trustee's sole discretion:

                   (a) To purchase, or subscribe for, any securities or other
              property and to retain the same. In conjunction with the purchase
              of securities, margin accounts may be opened and maintained;

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

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

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                   (d) To cause any securities or other property to be
              registered in the Trustee's own name or in the name of one or more
              of the Trustee's nominees, and to hold any investments in bearer
              form, but the books and records of the Trustee shall at all times
              show that all such investments are part of the Trust Fund;

                   (e) To borrow or raise money for the purposes of the Plan in
              such amount, and upon such terms and conditions, as the Trustee
              shall deem advisable; and for any sum so borrowed, to issue a
              promissory note as Trustee, and to secure the repayment thereof by
              pledging all, or any part, of the Trust Fund; and no person
              lending money to the Trustee shall be bound to see to the
              application of the money lent or to inquire into the validity,
              expediency, or propriety of any borrowing;

                   (f) To keep such portion of the Trust Fund in cash or cash
              balances as the Trustee may, from time to time, deem to be in the
              best interests of the Plan, without liability for interest
              thereon; (g) To accept and retain for such time as the Trustee may
              deem advisable any securities or other property received or
              acquired as Trustee hereunder, whether or not such securities or
              other property would normally be purchased as investments
              hereunder;

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

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

                   (j) To employ suitable agents and counsel and to pay their
              reasonable expenses and compensation, and such agent or counsel
              may or may not be agent or counsel for the Employer;

                   (k) To apply for and procure from responsible insurance
              companies, to be selected by the Administrator, as an investment
              of the Trust Fund such annuity, or other Contracts (on the life of
              any Participant) as the Administrator shall deem proper; to
              exercise, at any time or from time to time, whatever rights and
              privileges may be granted under such annuity, or other Contracts;
              to collect, receive, and settle for the proceeds of all such
              annuity or other Contracts as and when entitled to do so under the
              provisions thereof;

                   (l) To invest funds of the Trust in time deposits or savings
              accounts bearing a reasonable rate of interest in the Trustee's
              bank;

                   (m) To invest in Treasury Bills and other forms of United
              States government obligations;

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<PAGE>


                   (n) To invest in shares of investment companies registered
              under the Investment Company Act of 1940;

                   (o) To sell, purchase and acquire put or call options if the
              options are traded on and purchased through a national securities
              exchange registered under the Securities Exchange Act of 1934, as
              amended, or, if the options are not traded on a national
              securities exchange, are guaranteed by a member firm of the New
              York Stock Exchange;

                   (p) To deposit monies in federally insured savings accounts
              or certificates of deposit in banks or savings and loan
              associations;

                   (q) To pool all or any of the Trust Fund, from time to time,
              with assets belonging to any other qualified employee pension
              benefit trust created by the Employer or an affiliated company of
              the Employer, and to commingle such assets and make joint or
              common investments and carry joint accounts on behalf of this Plan
              and such other trust or trusts, allocating undivided shares or
              interests in such investments or accounts or any pooled assets of
              the two or more trusts in accordance with their respective
              interests;

                   (r) To do all such acts and exercise all such rights and
              privileges, although not specifically mentioned herein, as the
              Trustee may deem necessary to carry out the purposes of the Plan.

                   (s) Directed Investment Account. The powers granted to the
              Trustee shall be exercised in the sole fiduciary discretion of the
              Trustee. However, if Participants are so empowered by the
              Administrator, each Participant may direct the Trustee to separate
              and keep separate all or a portion of his account; and further
              each Participant is authorized and empowered, in his sole and
              absolute discretion, to give directions to the Trustee pursuant to
              the procedure established by the Administrator and in such form as
              the Trustee may require concerning the investment of the
              Participant's Directed Investment Account. The Trustee shall
              comply as promptly as practicable with directions given by the
              Participant hereunder. The Trustee may refuse to comply with any
              direction from the Participant in the event the Trustee, in its
              sole and absolute discretion, deems such directions improper by
              virtue of applicable law. The Trustee shall not be responsible or
              liable for any loss or expense which may result from the Trustee's
              refusal or failure to comply with any directions from the
              Participant. Any costs and expenses related to compliance with the
              Participant's directions shall be borne by the Participant's
              Directed Investment Account.

         7.4  LOANS TO PARTICIPANTS

                   (a) The Trustee may, in the Trustee's discretion, make loans
              to Participants and Beneficiaries under the following
              circumstances: (1) loans shall be made available to all
              Participants and Beneficiaries on a reasonably equivalent basis;
              (2) loans shall not be made available to Highly Compensated
              Employees in

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<PAGE>


              an amount greater than the amount made available to other
              Participants and Beneficiaries; (3) loans shall bear a reasonable
              rate of interest; (4) loans shall be adequately secured; and (5)
              shall provide for repayment over a reasonable period of time.

                   (b) Loans made pursuant to this Section (when added to the
              outstanding balance of all other loans made by the Plan to the
              Participant) shall be limited to the lesser of:

                       (1) $50,000 reduced by the excess (if any) of the highest
                   outstanding balance of loans from the Plan to the Participant
                   during the one year period ending on the day before the date
                   on which such loan is made, over the outstanding balance of
                   loans from the Plan to the Participant on the date on which
                   such loan was made, or

                       (2) one-half (1/2) of the present value of the
                   non-forfeitable accrued benefit of the Participant under the
                   Plan.

                   For purposes of this limit, all plans of the Employer shall
              be considered one plan.

                   (c) Loans shall provide for level amortization with payments
              to be made not less frequently than quarterly over a period not to
              exceed five (5) years. However, loans used to acquire any dwelling
              unit which, within a reasonable time, is to be used (determined at
              the time the loan is made) as a principal residence of the
              Participant shall provide for periodic repayment over a reasonable
              period of time that may exceed five (5) years.

                   (d) Any loans granted or renewed on or after the last day of
              the first Plan Year beginning after December 31, 1988 shall be
              made pursuant to a Participant loan program. Such loan program
              shall be established in writing and must include, but need not be
              limited to, the following:

                       (1) the identity of the person or positions authorized to
                   administer the Participant loan program;

                       (2) a procedure for applying for loans;

                       (3) the basis on which loans will be approved or denied;

                       (4) limitations, if any, on the types and amounts of
                   loans offered;

                       (5) the procedure under the program for determining a
                   reasonable rate of interest;

                       (6) the types of collateral which may secure a
                   Participant loan; and

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<PAGE>


                       (7) the events constituting default and the steps that
                   will be taken to preserve Plan assets.

                   Such Participant loan program shall be contained in a
              separate written document which, when properly executed, is hereby
              incorporated by reference and made a part of the Plan.
              Furthermore, such Participant loan program may be modified or
              amended in writing from time to time without the necessity of
              amending this Section.

         7.5  DUTIES OF THE TRUSTEE REGARDING PAYMENTS

              At the direction of the Administrator, the Trustee shall, from
time to time, in accordance with the terms of the Plan, make payments out of the
Trust Fund. The Trustee shall not be responsible in any way for the application
of such payments.

         7.6  TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES

              The Trustee shall be paid such reasonable compensation as shall
from time to time be agreed upon in writing by the Employer and the Trustee. An
individual serving as Trustee who already receives full-time pay from the
Employer shall not receive compensation from the Plan. In addition, the Trustee
shall be reimbursed for any reasonable expenses, including reasonable counsel
fees incurred by it as Trustee. Such compensation and expenses shall be paid
from the Trust Fund unless paid or advanced by the Employer. All taxes of any
kind and all kinds whatsoever that may be levied or assessed under existing or
future laws upon, or in respect of, the Trust Fund or the income thereof, shall
be paid from the Trust Fund.

         7.7  ANNUAL REPORT OF THE TRUSTEE

              Within a reasonable period of time after the later of the
Anniversary Date or receipt of the Employer's contribution for each Plan Year,
the Trustee shall furnish to the Employer and Administrator a written statement
of account with respect to the Plan Year for which such contribution was made
setting forth:

                   (a) the net income, or loss, of the Trust Fund;

                   (b) the gains, or losses, realized by the Trust Fund upon
              sales or other disposition of the assets;

                   (c) the increase, or decrease, in the value of the Trust
              Fund;

                   (d) all payments and distributions made from the Trust Fund;
              and

                   (e) such further information as the Trustee and/or
              Administrator deems appropriate. The Employer, forthwith upon its
              receipt of each such statement of account, shall acknowledge
              receipt thereof in writing and advise the Trustee and/or
              Administrator of its approval or disapproval thereof. Failure by
              the Employer to disapprove any such statement of account within
              thirty (30) days

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<PAGE>


              after its receipt thereof shall be deemed an approval thereof. The
              approval by the Employer of any statement of account shall be
              binding as to all matters embraced therein as between the Employer
              and the Trustee to the same extent as if the account of the
              Trustee had been settled by judgment or decree in an action for a
              judicial settlement of its account in a court of competent
              jurisdiction in which the Trustee, the Employer and all persons
              having or claiming an interest in the Plan were parties; provided,
              however, that nothing herein contained shall deprive the Trustee
              of its right to have its accounts judicially settled if the
              Trustee so desires.

         7.8  AUDIT

                   (a) If an audit of the Plan's records shall be required by
              the Act and the regulations thereunder for any Plan Year, the
              Administrator shall direct the Trustee to engage on behalf of all
              Participants an independent qualified public accountant for that
              purpose. Such accountant shall, after an audit of the books and
              records of the Plan in accordance with generally accepted auditing
              standards, within a reasonable period after the close of the Plan
              Year, furnish to the Administrator and the Trustee a report of his
              audit setting forth his opinion as to whether any statements,
              schedules or lists that are required by Act Section 103 or the
              Secretary of Labor to be filed with the Plan's annual report, are
              presented fairly in conformity with generally accepted accounting
              principles applied consistently. All auditing and accounting fees
              shall be an expense of and may, at the election of the
              Administrator, be paid from the Trust Fund.

                   (b) If some or all of the information necessary to enable the
              Administrator to comply with Act Section 103 is maintained by a
              bank, insurance company, or similar institution, regulated and
              supervised and subject to periodic examination by a state or
              federal agency, it shall transmit and certify the accuracy of that
              information to the Administrator as provided in Act Section 103(b)
              within one hundred twenty (120) days after the end of the Plan
              Year or by such other date as may be prescribed under regulations
              of the Secretary of Labor.

         7.9  RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE

                   (a) The Trustee may resign at any time by delivering to the
              Employer, at least thirty (30) days before its effective date, a
              written notice of his resignation.

                   (b) The Employer may remove the Trustee by mailing by
              registered or certified mail, addressed to such Trustee at his
              last known address, at least thirty (30) days before its effective
              date, a written notice of his removal.

                   (c) Upon the death, resignation, incapacity, or removal of
              any Trustee, a successor may be appointed by the Employer; and
              such successor, upon accepting such appointment in writing and
              delivering same to the Employer, shall, without further act,
              become vested with all the estate, rights, powers, discretions,
              and duties of his predecessor with like respect as if he were
              originally named as a

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<PAGE>


              Trustee herein. Until such a successor is appointed, the remaining
              Trustee or Trustees shall have full authority to act under the
              terms of the Plan.

                   (d) The Employer may designate one or more successors prior
              to the death, resignation, incapacity, or removal of a Trustee. In
              the event a successor is so designated by the Employer and accepts
              such designation, the successor shall, without further act, become
              vested with all the estate, rights, powers, discretions, and
              duties of his predecessor with the like effect as if he were
              originally named as Trustee herein immediately upon the death,
              resignation, incapacity, or removal of his predecessor.

                   (e) Whenever any Trustee hereunder ceases to serve as such,
              he shall furnish to the Employer and Administrator a written
              statement of account with respect to the portion of the Plan Year
              during which he served as Trustee. This statement shall be either
              (i) included as part of the annual statement of account for the
              Plan Year required under Section 7.7 or (ii) set forth in a
              special statement. Any such special statement of account should be
              rendered to the Employer no later than the due date of the annual
              statement of account for the Plan Year. The procedures set forth
              in Section 7.7 for the approval by the Employer of annual
              statements of account shall apply to any special statement of
              account rendered hereunder and approval by the Employer of any
              such special statement in the manner provided in Section 7.7 shall
              have the same effect upon the statement as the Employer's approval
              of an annual statement of account. No successor to the Trustee
              shall have any duty or responsibility to investigate the acts or
              transactions of any predecessor who has rendered all statements of
              account required by Section 7.7 and this subparagraph.

         7.10 TRANSFER OF INTEREST

              Notwithstanding any other provision contained in this Plan, the
Trustee at the direction of the Administrator shall transfer the Vested
interest, if any, of such Participant in his account to another trust forming
part of a pension, profit sharing or stock bonus plan maintained by such
Participant's new employer and represented by said employer in writing as
meeting the requirements of Code Section 401(a), provided that the trust to
which such transfers are made permits the transfer to be made.

         7.11 DIRECT ROLLOVER

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

                   (b) For purposes of this Section the following definitions
              shall apply:

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<PAGE>


                       (1) An eligible rollover distribution is any distribution
                   of all or any portion of the balance to the credit of the
                   distributee, except that an eligible rollover distribution
                   does not include: any distribution that is one of a series of
                   substantially equal periodic payments (not less frequently
                   than annually) made for the life (or life expectancy) of the
                   distributee or the joint lives (or joint life expectancies)
                   of the distributee and the distributee's designated
                   beneficiary, or for a specified period of ten years or more;
                   any distribution to the extent such distribution is required
                   under Code Section 401(a)(9); and 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).

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

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

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

                                  Article VIII
                       AMENDMENT, TERMINATION AND MERGERS

         8.1  AMENDMENT

                   (a) The Employer shall have the right at any time to amend
              the Plan, subject to the limitations of this Section. Any such
              amendment shall be adopted by formal action of the Employer's
              board of directors and executed by an officer authorized to act on
              behalf of the Employer. However, any amendment which affects the
              rights, duties or responsibilities of the Trustee and
              Administrator may only be made with the Trustee's and
              Administrator's written consent. Any such amendment shall become
              effective as provided therein upon its execution. The Trustee
              shall not be required to execute any such amendment unless the
              Trust provisions contained herein are a part of the Plan and the
              amendment affects the duties of the Trustee hereunder.

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<PAGE>


                   (b) No amendment to the Plan shall be effective if it
              authorizes or permits any part of the Trust Fund (other than such
              part as is required to pay taxes and administration expenses) to
              be used for or diverted to any purpose other than for the
              exclusive benefit of the Participants or their Beneficiaries or
              estates; or causes any reduction in the amount credited to the
              account of any Participant; or causes or permits any portion of
              the Trust Fund to revert to or become property of the Employer.

                   (c) Except as permitted by Regulations, no Plan amendment or
              transaction having the effect of a Plan amendment (such as a
              merger, plan transfer or similar transaction) shall be effective
              to the extent it eliminates or reduces any "Section 411(d)(6)
              protected benefit" or adds or modifies conditions relating to
              "Section 411(d)(6) protected benefits" the result of which is a
              further restriction on such benefit unless such protected benefits
              are preserved with respect to benefits accrued as of the later of
              the adoption date or effective date of the amendment. "Section
              411(d)(6) protected benefits" are benefits described in Code
              Section 411(d)(6)(A), early retirement benefits and
              retirement-type subsidies, and optional forms of benefit.

         8.2  TERMINATION

                   (a) The Employer shall have the right at any time to
              terminate the Plan by delivering to the Trustee and Administrator
              written notice of such termination. Upon any full or partial
              termination, all amounts credited to the affected Participants'
              Combined Accounts shall become 100% Vested as provided in Section
              6.4 and shall not thereafter be subject to forfeiture, and all
              unallocated amounts shall be allocated to the accounts of all
              Participants in accordance with the provisions hereof.

                   (b) Upon the full termination of the Plan, the Employer shall
              direct the distribution of the assets of the Trust Fund to
              Participants in a manner which is consistent with and satisfies
              the provisions of Section 6.5. Distributions to a Participant
              shall be made in cash or in property or through the purchase of
              irrevocable nontransferable deferred commitments from an insurer.
              Except as permitted by Regulations, the termination of the Plan
              shall not result in the reduction of "Section 411(d)(6) protected
              benefits" in accordance with Section 8.1(c).

         8.3  MERGER OR CONSOLIDATION

              This Plan and Trust may be merged or consolidated with, or its
assets and/or liabilities may be transferred to any other plan and trust only if
the benefits which would be received by a Participant of this Plan, in the event
of a termination of the plan immediately after such transfer, merger or
consolidation, are at least equal to the benefits the Participant would have
received if the Plan had terminated immediately before the transfer, merger or
consolidation, and such transfer, merger or consolidation does not otherwise
result in the


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<PAGE>


elimination or reduction of any "Section 411(d)(6) protected benefits" in
accordance with Section 8.1(c).

                                   Article IX
                                  MISCELLANEOUS

         9.1  PARTICIPANT'S RIGHTS

              This Plan shall not be deemed to constitute a contract between the
Employer and any Participant or to be a consideration or an inducement for the
employment of any Participant or Employee. Nothing contained in this Plan shall
be deemed to give any Participant or Employee the right to be retained in the
service of the Employer or to interfere with the right of the Employer to
discharge any Participant or Employee at any time regardless of the effect which
such discharge shall have upon him as a Participant of this Plan.

         9.2  ALIENATION

                   (a) Subject to the exceptions provided below, no benefit
              which shall be payable out of the Trust Fund to any person
              (including a Participant or his Beneficiary) shall be subject in
              any manner to anticipation, alienation, sale, transfer,
              assignment, pledge, encumbrance, or charge, and any attempt to
              anticipate, alienate, sell, transfer, assign, pledge, encumber, or
              charge the same shall be void; and no such benefit shall in any
              manner be liable for, or subject to, the debts, contracts,
              liabilities, engagements, or torts of any such person, nor shall
              it be subject to attachment or legal process for or against such
              person, and the same shall not be recognized by the Trustee,
              except to such extent as may be required by law.

                   (b) This provision shall not apply to the extent a
              Participant or Beneficiary is indebted to the Plan, as a result of
              a loan from the Plan. At the time a distribution is to be made to
              or for a Participant's or Beneficiary's benefit, such proportion
              of the amount distributed as shall equal such loan indebtedness
              shall be paid by the Trustee to the Trustee or the Administrator,
              at the direction of the Administrator, to apply against or
              discharge such loan indebtedness. Prior to making a payment,
              however, the Participant or Beneficiary must be given written
              notice by the Administrator that such loan indebtedness is to be
              so paid in whole or part from his Participant's Combined Account.
              If the Participant or Beneficiary does not agree that the loan
              indebtedness is a valid claim against his Vested Participant's
              Combined Account, he shall be entitled to a review of the validity
              of the claim in accordance with procedures provided in Sections
              2.12 and 2.13.

                   (c) This provision shall not apply to a "qualified domestic
              relations order" defined in Code Section 414(p), and those other
              domestic relations orders permitted to be so treated by the
              Administrator under the provisions of the Retirement Equity Act of
              1984. The Administrator shall establish a written procedure to
              determine the qualified status of domestic relations orders and to
              administer distributions under such qualified orders. Further, to
              the extent


                                       73
<PAGE>


              provided under a "qualified domestic relations order," a former
              spouse of a Participant shall be treated as the spouse or
              surviving spouse for all purposes under the Plan.

         9.3  CONSTRUCTION OF PLAN

              This Plan and Trust shall be construed and enforced according to
the Act and the laws of the State of Arizona, other than its laws respecting
choice of law, to the extent not preempted by the Act.

         9.4  GENDER AND NUMBER

              Wherever any words are used herein in the masculine, feminine or
neuter gender, they shall be construed as though they were also used in another
gender in all cases where they would so apply, and whenever any words are used
herein in the singular or plural form, they shall be construed as though they
were also used in the other form in all cases where they would so apply.

         9.5  LEGAL ACTION

              In the event any claim, suit, or proceeding is brought regarding
the Trust and/or Plan established hereunder to which the Trustee or the
Administrator may be a party, and such claim, suit, or proceeding is resolved in
favor of the Trustee or Administrator, they shall be entitled to be reimbursed
from the Trust Fund for any and all costs, attorney's fees, and other expenses
pertaining thereto incurred by them for which they shall have become liable.

         9.6  PROHIBITION AGAINST DIVERSION OF FUNDS

                   (a) Except as provided below and otherwise specifically
              permitted by law, it shall be impossible by operation of the Plan
              or of the Trust, by termination of either, by power of revocation
              or amendment, by the happening of any contingency, by collateral
              arrangement or by any other means, for any part of the corpus or
              income of any trust fund maintained pursuant to the Plan or any
              funds contributed thereto to be used for, or diverted to, purposes
              other than the exclusive benefit of Participants, Retired
              Participants, or their Beneficiaries.

                   (b) In the event the Employer shall make an excessive
              contribution under a mistake of fact pursuant to Act Section
              403(c)(2)(A), the Employer may demand repayment of such excessive
              contribution at any time within one (1) year following the time of
              payment and the Trustees shall return such amount to the Employer
              within the one (1) year period. Earnings of the Plan attributable
              to the excess contributions may not be returned to the Employer
              but any losses attributable thereto must reduce the amount so
              returned.

         9.7  BONDING

              Every Fiduciary, except a bank or an insurance company, unless
exempted by the Act and regulations thereunder, shall be bonded in an amount not
less than 10% of the amount of

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<PAGE>


the funds such Fiduciary handles; provided, however, that the minimum bond shall
be $1,000 and the maximum bond, $500,000. The amount of funds handled shall be
determined at the beginning of each Plan Year by the amount of funds handled by
such person, group, or class to be covered and their predecessors, if any,
during the preceding Plan Year, or if there is no preceding Plan Year, then by
the amount of the funds to be handled during the then current year. The bond
shall provide protection to the Plan against any loss by reason of acts of fraud
or dishonesty by the Fiduciary alone or in connivance with others. The surety
shall be a corporate surety company (as such term is used in Act Section
412(a)(2)), and the bond shall be in a form approved by the Secretary of Labor.
Notwithstanding anything in the Plan to the contrary, the cost of such bonds
shall be an expense of and may, at the election of the Administrator, be paid
from the Trust Fund or by the Employer.

         9.8  EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE

              Neither the Employer nor the Trustee, nor their successors, shall
be responsible for the validity of any Contract issued hereunder or for the
failure on the part of the insurer to make payments provided by any such
Contract, or for the action of any person which may delay payment or render a
Contract null and void or unenforceable in whole or in part.

         9.9  INSURER'S PROTECTIVE CLAUSE

              Any insurer who shall issue Contracts hereunder shall not have any
responsibility for the validity of this Plan or for the tax or legal aspects of
this Plan. The insurer shall be protected and held harmless in acting in
accordance with any written direction of the Trustee, and shall have no duty to
see to the application of any funds paid to the Trustee, nor be required to
question any actions directed by the Trustee. Regardless of any provision of
this Plan, the insurer shall not be required to take or permit any action or
allow any benefit or privilege contrary to the terms of any Contract which it
issues hereunder, or the rules of the insurer.

         9.10 RECEIPT AND RELEASE FOR PAYMENTS

              Any payment to any Participant, his legal representative,
Beneficiary, or to any guardian or committee appointed for such Participant or
Beneficiary in accordance with the provisions of the Plan, shall, to the extent
thereof, be in full satisfaction of all claims hereunder against the Trustee and
the Employer, either of whom may require such Participant, legal representative,
Beneficiary, guardian or committee, as a condition precedent to such payment, to
execute a receipt and release thereof in such form as shall be determined by the
Trustee or Employer.

         9.11 ACTION BY THE EMPLOYER

              Whenever the Employer under the terms of the Plan is permitted or
required to do or perform any act or matter or thing, it shall be done and
performed by a person duly authorized by its legally constituted authority.


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<PAGE>


         9.12 NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY

              The "named Fiduciaries" of this Plan are (1) the Employer, (2) the
Administrator and (3) the Trustee. The named Fiduciaries shall have only those
specific powers, duties, responsibilities, and obligations as are specifically
given them under the Plan. In general, the Employer shall have the sole
responsibility for making the contributions provided for under Section 4.1; and
shall have the sole authority to appoint and remove the Trustee and the
Administrator; to formulate the Plan's "funding policy and method"; and to amend
or terminate, in whole or in part, the Plan. The Administrator shall have the
sole responsibility for the administration of the Plan, which responsibility is
specifically described in the Plan. The Trustee shall have the sole
responsibility of management of the assets held under the Trust, except those
assets, the management of which has been assigned to an Investment Manager, who
shall be solely responsible for the management of the assets assigned to it, all
as specifically provided in the Plan. Each named Fiduciary warrants that any
directions given, information furnished, or action taken by it shall be in
accordance with the provisions of the Plan, authorizing or providing for such
direction, information or action. Furthermore, each named Fiduciary may rely
upon any such direction, information or action of another named Fiduciary as
being proper under the Plan, and is not required under the Plan to inquire into
the propriety of any such direction, information or action. It is intended under
the Plan that each named Fiduciary shall be responsible for the proper exercise
of its own powers, duties, responsibilities and obligations under the Plan. No
named Fiduciary shall guarantee the Trust Fund in any manner against investment
loss or depreciation in asset value. Any person or group may serve in more than
one Fiduciary capacity. In the furtherance of their responsibilities hereunder,
the "named Fiduciaries" shall be empowered to interpret the Plan and Trust and
to resolve ambiguities, inconsistencies and omissions, which findings shall be
binding, final and conclusive.

         9.13 HEADINGS

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

         9.14 APPROVAL BY INTERNAL REVENUE SERVICE

                   (a) Notwithstanding anything herein to the contrary,
              contributions to this Plan are conditioned upon the initial
              qualification of the Plan under Code Section 401. If the Plan
              receives an adverse determination with respect to its initial
              qualification, then the Plan may return such contributions to the
              Employer within one year after such determination, provided the
              application for the determination is made by the time prescribed
              by law for filing the Employer's return for the taxable year in
              which the Plan was adopted, or such later date as the Secretary of
              the Treasury may prescribe.

                   (b) Notwithstanding any provisions to the contrary, except
              Sections 3.6, 3.7, and 4.1(f), any contribution by the Employer to
              the Trust Fund is conditioned upon the deductibility of the
              contribution by the Employer under the Code and, to the extent any
              such deduction is disallowed, the Employer may, within one (1)
              year following the disallowance of the deduction, demand

                                       76
<PAGE>


              repayment of such disallowed contribution and the Trustee shall
              return such contribution within one (1) year following the
              disallowance. Earnings of the Plan attributable to the excess
              contribution may not be returned to the Employer, but any losses
              attributable thereto must reduce the amount so returned.

         9.15 UNIFORMITY

              All provisions of this Plan shall be interpreted and applied in a
uniform, nondiscriminatory manner. In the event of any conflict between the
terms of this Plan and any Contract purchased hereunder, the Plan provisions
shall control.

                                   Article X
                             PARTICIPATING EMPLOYERS

         10.1 ADOPTION BY OTHER EMPLOYERS

              Notwithstanding anything herein to the contrary, with the consent
of the Employer and Trustee, any other corporation or entity, whether an
affiliate or subsidiary or not, may adopt this Plan and all of the provisions
hereof, and participate herein and be known as a Participating Employer.

              Any corporation or entity which is not an Affiliated Employer must
indicate intent to adopt the Plan as a Participating Employer by a properly
executed document.

         10.2 REQUIREMENTS OF PARTICIPATING EMPLOYERS

                   (a) Each such Participating Employer shall be required to use
              the same Trustee as provided in this Plan.

                   (b) The Trustee may, but shall not be required to, commingle,
              hold and invest as one Trust Fund all contributions made by
              Participating Employers, as well as all increments thereof.
              However, the assets of the Plan shall, on an ongoing basis, be
              available to pay benefits to all Participants and Beneficiaries
              under the Plan without regard to the Employer or Participating
              Employer who contributed such assets.

                   (c) The transfer of any Participant from or to an Employer
              participating in this Plan, whether he be an Employee of the
              Employer or a Participating Employer, shall not affect such
              Participant's rights under the Plan, and all amounts credited to
              such Participant's Combined Account as well as his accumulated
              service time with the transferor or predecessor, and his length of
              participation in the Plan, shall continue to his credit.

                   (d) All rights and values forfeited by termination of
              employment shall inure only to the benefit of the Participants of
              the Employer or Participating Employer by which the forfeiting
              Participant was employed, except if the Forfeiture is for an
              Employee whose Employer is an Affiliated Employer, then said
              Forfeiture shall inure to the benefit of the Participants of those
              Employers


                                       77
<PAGE>


              who are Affiliated Employers. Should an Employee of one ("First")
              Employer be transferred to an associated ("Second") Employer which
              is an Affiliated Employer, such transfer shall not cause his
              account balance (generated while an Employee of "First" Employer)
              in any manner, or by any amount to be forfeited. Such Employee's
              Participant Combined Account balance for all purposes of the Plan,
              including length of service, shall be considered as though he had
              always been employed by the "Second" Employer and as such had
              received contributions, forfeitures, earnings or losses, and
              appreciation or depreciation in value of assets totaling the
              amount so transferred.

                   (e) Any expenses of the Trust which are to be paid by the
              Employer or borne by the Trust Fund shall be paid by each
              Participating Employer in the same proportion that the total
              amount standing to the credit of all Participants employed by such
              Employer bears to the total standing to the credit of all
              Participants.

         10.3 DESIGNATION OF AGENT

              Each Participating Employer shall be deemed to be a party to this
Plan; provided, however, that with respect to all of its relations with the
Trustee and Administrator for the purpose of this Plan, each Participating
Employer shall be deemed to have designated irrevocably the Employer as its
agent. Unless the context of the Plan clearly indicates the contrary, the word
"Employer" shall be deemed to include each Participating Employer as related to
its adoption of the Plan.

         10.4 EMPLOYEE TRANSFERS

              It is anticipated that an Employee may be transferred between
Participating Employers, and in the event of any such transfer, the Employee
involved shall carry with him his accumulated service and eligibility. No such
transfer shall effect a termination of employment hereunder, and the
Participating Employer to which the Employee is transferred shall thereupon
become obligated hereunder with respect to such Employee in the same manner as
was the Participating Employer from whom the Employee was transferred.

         10.5 PARTICIPATING EMPLOYER'S CONTRIBUTION

              Any contribution subject to allocation during each Plan Year shall
be allocated only among those Participants of the Employer or Participating
Employer making the contribution, except if the contribution is made by an
Affiliated Employer, in which event such contribution shall be allocated among
all Participants of all Participating Employers who are Affiliated Employers in
accordance with the provisions of this Plan. On the basis of the information
furnished by the Administrator, the Trustee shall keep separate books and
records concerning the affairs of each Participating Employer hereunder and as
to the accounts and credits of the Employees of each Participating Employer. The
Trustee may, but need not, register Contracts so as to evidence that a
particular Participating Employer is the interested Employer hereunder, but in
the event of an Employee transfer from one Participating Employer to another,
the employing Employer shall immediately notify the Trustee thereof.

                                       78
<PAGE>


         10.6 AMENDMENT

              Amendment of this Plan by the Employer at any time when there
shall be a Participating Employer hereunder shall only be by the written action
of each and every Participating Employer and with the consent of the Trustee
where such consent is necessary in accordance with the terms of this Plan.

              Notwithstanding the above, the written action requirement referred
to in the above paragraph shall be waived when the Participating Employer is an
Affiliated Employer, as defined in Section 1.3.

         10.7 DISCONTINUANCE OF PARTICIPATION

              Any Participating Employer shall be permitted to discontinue or
revoke its participation in the Plan. At the time of any such discontinuance or
revocation, satisfactory evidence thereof and of any applicable conditions
imposed shall be delivered to the Trustee. The Trustee shall thereafter
transfer, deliver and assign Contracts and other Trust Fund assets allocable to
the Participants of such Participating Employer to such new Trustee as shall
have been designated by such Participating Employer, in the event that it has
established a separate pension plan for its Employees, provided, however, that
no such transfer shall be made if the result is the elimination or reduction of
any "Section 411(d)(6) protected benefits" in accordance with Section 8.1(c). If
no successor is designated, the Trustee shall retain such assets for the
Employees of said Participating Employer pursuant to the provisions of Article
VII hereof. In no such event shall any part of the corpus or income of the Trust
as it relates to such Participating Employer be used for or diverted to purposes
other than for the exclusive benefit of the Employees of such Participating
Employer.

         10.8 ADMINISTRATOR'S AUTHORITY

              The Administrator shall have authority to make any and all
necessary rules or regulations, binding upon all Participating Employers and all
Participants, to effectuate the purpose of this Article.




                                       79
<PAGE>


              IN WITNESS WHEREOF, this Plan has been executed the day and year
first above written.



                                         Outdoor Systems, Inc.


                                         By:        /s/ Arthur Moreno
                                             -----------------------------------
                                             EMPLOYER - Arthur Moreno


                                                    /s/ William Levine
                                         ---------------------------------------
                                         TRUSTEE - William Levine


                                                    /s/ Wally Kelly
                                         ---------------------------------------
                                         TRUSTEE - Wally Kelly


                                                    /s/ Don Canalia
                                         ---------------------------------------
                                         TRUSTEE - Don Canalia




                                       80
<PAGE>


                             FIRST AMENDMENT TO THE
                              OUTDOOR SYSTEMS, INC.
                                   401(K) PLAN

         THIS FIRST AMENDMENT is made on this 20th day of December, 1996, by
OUTDOOR SYSTEMS, INC., a corporation duly organized and existing under the laws
of the State of Delaware (the "Employer(degree)).

                               W I T N E S S E T H:
                               -------------------

         WHEREAS, the Employer established by indenture originally effective
January 1, 1987, the Outdoor Systems, Inc. 401(k) Plan (the "Plan"), which was
last amended and restated by indenture generally effective as of January 1,
1989; and

         WHEREAS, the Employer desires to amend the Plan to reflect the
preservation of optional forms of benefit, within the meaning of Section
411(d)(6) of the Internal Revenue Code of 1986, as a result of the receipt of a
direct transfer of assets from the Gannett C o., Inc. 401(k) Savings Plan;

         NOW, THEREFORE, the Employer does hereby amend the Plan; effective as
of October 1, 1996, as follows:

         1. By deleting the sixth paragraph of Section 1.60 in its entirety and
by substituting therefor the following:

                  "Years of Service with Naegle Outdoor Advertising, Outdoor
         Today, Inc. and Gannett Outdoor, Inc. of Phoenix shall be recognized.
         In addition, Years of Service shall include whole and partial 'Years of
         Service' earned by an Eligible Employee under the Gannett Co., Inc.
         401(k) Savings Plan on or prior to July 9, 1996."

         2. By adding a new final paragraph to Section 3.3, as follows:

                  "Notwithstanding the foregoing, Eligible Employees who became
         Employees pursuant to the terms of that certain Asset Purchase
         Agreement, dated July 9, 1996, by and among Gannett Co., Inc., et al.,
         and Outdoor Systems, Inc. shall become Participants as soon as
         practicable following their respective dates of hire."

         3. By deleting paragraph (i) from Section 4.11 and by redesignating
paragraph (j) thereof as new paragraph (i).

         4. By adding the following language at the end of paragraph (a) of
Section 6.5:

                  "In addition, the interest of a Participant or his
         beneficiaries, if any, attributable to amounts transferred to the Trust
         Fund from the Gannett Co., Inc. 401(k) Savings Plan that were treated
         as amounts attributable to participation in the Gannett Employee
         Savings Plan may also be made by the Trustee in any form of immediate
         or deferred annuity selected by the Participant, to the extent such
         form of annuity is then reasonably available in the commercial annuity
         market; provided, however, if the Participant selects

<PAGE>


         a form of annuity payment and is married, the annuity shall be paid as
         a Qualified Joint and Survivor Annuity, unless the Participant, with
         the consent of his spouse, has elected otherwise during the 90-day
         period ending on the date benefit payments are to commence. For
         purposes of the preceding sentence, the term 'Qualified Joint and
         Survivor Annuity' shall mean an actuarially equivalent annuity payable
         for the life of the Participant with a survivor annuity payable for the
         life of the Participant's spouse, should the spouse survive the
         Participant, in an amount equal to 50% of the amount of the annuity
         payable during the joint lives of the Participant and spouse."

         5. By adding a new final paragraph to Section 6.10, as follows:

                  "Any Participant who was a participant in the Gannett, Co.,
         Inc. 401(k) Savings Plan on or prior to July 9, 1996 and whose interest
         in that plan was transferred in a direct trust-to-trust transfer to the
         Trust Fund may withdraw at any time, but no more frequently than once
         in any six-month period, amounts attributable to his 'Rollover Account'
         (other than amounts constituting or treated as elective contributions)
         and 'After-Tax Contribution Account' under the Gannett Co., Inc. 401(k)
         Savings Plan. To the extent any such amounts were originally
         attributable to participation in The Gannett Employee Savings Plan, any
         such withdrawal request shall require the consent of the spouse of the
         Participant, if the Participant is married at the time of the
         withdrawal request."

         Except as specifically amended hereby, the Plan shall remain in full
force and effect as prior to this First Amendment.

         IN WITNESS WHEREOF, the Employer has caused this First Amendment to be
executed on the day and year first above written.

                                          OUTDOOR SYSTEMS, INC.

                                          By:
                                              ----------------------------------
                                              Title:
                                                    ----------------------------

[CORPORATE SEAL]


ATTEST:

By:
    -----------------------------------
    Title:
           ----------------------------

                                       2
<PAGE>


                             SECOND AMENDMENT TO THE
                              OUTDOOR SYSTEMS, INC.
                                   401(K) PLAN

         THIS SECOND AMENDMENT is made on this 30th day of May, 1997, by OUTDOOR
SYSTEMS, INC., a corporation duly organized and existing under the laws of the
state of Delaware (the "Employer").

                              W I T N E S S E T H:
                              --------------------

         WHEREAS, the Employer established by indenture originally effective
January 1, 1987 the Outdoor Systems, Inc. 401(k) Plan (the "Plan"), which was
last amended by indenture effective as of October 1, 1996; and

         WHEREAS, the Employer now desires to amend the Plan to reduce the
eligibility period to require 90 consecutive days of service before an employee
can become a participant in the Plan and to permit an eligible employee to
become a participant in the Plan as of the beginning of the month following the
date the eligible employee met the eligibility requirements;

         NOW, THEREFORE, the Employer does hereby amend the Plan, effective as
of June 1, 1997, as follows:

         1. By adding the following new Section 1.13A:

                  "1.13A 'Eligibility Service' means, with respect to entry
         dates after May 31, 1997, the completion by an Eligible Employee of 90
         consecutive days of service beginning on the date on which the Eligible
         Employee first performs an Hour of Service upon his employment or
         reemployment with the Employer. If the Eligible Employee is employed on
         the first and last day of the consecutive 90 day period, any break in
         service during that period will be disregarded for purposes of
         determining Eligibility Service."

         2. By deleting the first sentence of Section 3.1 in its entirety and
substituting the following:

                  "Any Eligible Employee who has completed his Eligibility
         Service and has attained age 21 will be eligible to participate in the
         Plan."

         3. By deleting Section 3.3 in its entirety and substituting the
following:

                           "3.3 EFFECTIVE DATE OF PARTICIPATION

                  An Eligible Employee shall become a Participant effective as
         of the first day of the month coinciding with or next following the
         date such Eligible Employee met the eligibility requirements of Section
         3.1, provided the Employee is still employed as of such date.

                  In the event an Employee who is not a member of an eligible
         class of Employees becomes a member of an eligible class and the
         Employee has satisfied the minimum age

<PAGE>


         and service requirements and would have otherwise previously become a
         Participant, such a newly Eligible Employee will participate as of the
         first day of the month coinciding with or next following the date the
         Employee became an Eligible Employee."

         3. By deleting Section 3.5(b) in its entirety and substituting the
following:

                  "(b) In the event a Participant is no longer a member of an
         eligible class of Employees and becomes ineligible to participate, such
         a former Participant may participate again as of the first day of the
         month coinciding with or next following the date the Employee becomes
         an Eligible Employee again."

         Except as specifically amended hereby, the Plan shall remain in full
force and effect as prior to this Second Amendment.

         IN WITNESS WHEREOF, the Employer has cause this Second Amendment to be
executed on the day and year first above written.

                                          OUTDOOR SYSTEMS, INC.

                                          By:
                                              ----------------------------------
                                              Title:
                                                    ----------------------------


ATTEST:

By:
    -----------------------------------
    Title:
           ----------------------------

                                       2