<PAGE>



                       CORPORATEPLAN FOR RETIREMENT 100-SM-

                         THE PROFIT SHARING/401(K) PLAN

                       FIDELITY BASIC PLAN DOCUMENT NO. 10


                                     1.

<PAGE>

                                                   TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                               PAGE
<S>                                                                                                            <C>
ARTICLE 1       ADOPTION AGREEMENT................................................................................1

ARTICLE 2       DEFINITIONS.......................................................................................1

         2.01     Definitions.....................................................................................1

ARTICLE 3       PARTICIPATION.....................................................................................7

         3.01     Date of Participation...........................................................................7

         3.02     Resumption of Participation Following Re employment.............................................8

         3.03     Cessation or Resumption of Participation Following a Change in Status...........................8

         3.04     Participation by Owner-Employee; Controlled Businesses..........................................8

         3.05     Omission of Eligible Employee...................................................................9

ARTICLE 4       CONTRIBUTIONS.....................................................................................9

         4.01     Deferral Contributions..........................................................................9

         4.02     Additional Limit on Deferral Contributions.....................................................10

         4.03     Matching Contributions.........................................................................12

         4.04     Limit on Matching Contributions................................................................12

         4.05     Special Rules..................................................................................15

         4.06     Discretionary Employer Contributions...........................................................16

         4.07     Time of Making Employer Contributions..........................................................16

         4.08     Return of Employer Contributions...............................................................16

         4.09     Employee Contributions.........................................................................16

         4.10     Rollover Contributions.........................................................................16

         4.11     Deductible Voluntary Employee Contributions....................................................17

         4.12     Reserved.......................................................................................17

ARTICLE 5       PARTICIPANTS' ACCOUNTS...........................................................................17

         5.01     Individual Accounts............................................................................17

         5.02     Valuation of Accounts..........................................................................17

         5.03     Code Section 415 Limitations...................................................................18

ARTICLE 6       INVESTMENT OF CONTRIBUTIONS......................................................................22

         6.01     Manner of Investment...........................................................................22

         6.02     Investment Decisions...........................................................................22

         6.03     Participant Directions to Trustee..............................................................23

ARTICLE 7       RIGHT TO BENEFITS................................................................................23

         7.01     Normal or Early Retirement.....................................................................23

         7.02     Late Retirement................................................................................23

         7.03     Disability Retirement..........................................................................24


                                                         i.

<PAGE>

                                                  TABLE OF CONTENTS
                                                     (CONTINUED)

         7.04     Death..........................................................................................24

         7.05     Other Termination of Employment................................................................24

         7.06     Separate Account...............................................................................24

         7.07     Forfeitures....................................................................................25

         7.08     Adjustment for Investment Experience...........................................................25

         7.09     Participant Loans..............................................................................25

         7.10     In-Service/Hardship Withdrawals................................................................27

         7.11     Prior Plan In-Service Distribution Rules.......................................................28

ARTICLE 8       DISTRIBUTION OF BENEFITS PAYABLE AFTER TERMINATION OF SERVICE....................................28

         8.01     Distribution of Benefits to Participants and Beneficiaries.....................................28

         8.02     Annuity Distributions..........................................................................30

         8.03     Joint and Survivor Annuities/Pre-retirement Survivor Annuities.................................30

         8.04     Installment Distributions......................................................................32

         8.05     Immediate Distributions........................................................................33

         8.06     Determination of Method of Distribution........................................................34

         8.09     Whereabouts of Participants and Beneficiaries..................................................35

ARTICLE 9       TOP-HEAVY PROVISIONS.............................................................................35

         9.01     Application....................................................................................35

         9.02     Definitions....................................................................................35

         9.03     Minimum Contribution...........................................................................37

         9.04     Adjustment to the Limitation on Contributions and Benefits.....................................38

         9.05     Minimum Vesting................................................................................38

ARTICLE 10      AMENDMENT AND TERMINATION........................................................................38

         10.01    Amendment by Employer..........................................................................38

         10.02    Amendment by Prototype Sponsor.................................................................39

         10.03    Amendments Affecting Vested and/or Accrued Benefits............................................39

         10.04    Retroactive Amendments.........................................................................39

         10.05    Termination....................................................................................39

         10.06    Distribution upon Termination of the Plan......................................................40

         10.07    Merger or Consolidation of Plan; Transfer of Plan Assets.......................................40

ARTICLE 11      AMENDMENT AND CONTINUATION OF PREDECESSOR PLAN; TRANSFER OF FUNDS TO OR FROM OTHER
                QUALIFIED PLANS..................................................................................40

         11.01    Amendment and Continuation of Predecessor Plan.................................................40

         11.02    Transfer of Funds from an Existing Plan........................................................41

         11.03    Acceptance of Assets by Trustee................................................................41


                                                         ii.

<PAGE>

                                                  TABLE OF CONTENTS
                                                     (CONTINUED)

         11.04    Transfer of Assets from Trust..................................................................41

ARTICLE 12      MISCELLANEOUS....................................................................................42

         12.01    Communication to Participants..................................................................42

         12.02    Limitation of Rights...........................................................................42

         12.03    Nonalienability of Benefits and Qualified Domestic Relations Orders............................42

         12.04    Facility of Payment............................................................................43

         12.05    Information between Employer and Trustee.......................................................43

         12.06    Effect of Failure to Qualify under Code........................................................43

         12.07    Notices........................................................................................43

         12.08    Governing Law..................................................................................43

         12.09    Non-Discrimination Data Substantiation.........................................................43

ARTICLE 13      PLAN ADMINISTRATION..............................................................................44

         13.01    Powers and Responsibilities of the Administrator...............................................44

         13.02    Nondiscriminatory Exercise of Authority........................................................44

         13.03    Claims and Review Procedures...................................................................44

         13.04    Named Fiduciary................................................................................45

         13.05    Costs of Administration........................................................................45

ARTICLE 14      TRUST AGREEMENT..................................................................................45

         14.01    Acceptance of Trust Responsibilities...........................................................45

         14.02    Establishment of Trust Fund....................................................................45

         14.03    Exclusive Benefit..............................................................................46

         14.04    Powers of Trustee..............................................................................46

         14.05    Accounts.......................................................................................47

         14.06    Approving of Accounts..........................................................................47

         14.07    Distribution from Trust Fund...................................................................47

         14.08    Transfer of Amounts from Qualified Plan........................................................47

         14.09    Transfer of Assets from Trust..................................................................48

         14.10    Reserved.......................................................................................48

         14.11    Voting; Delivery of Information................................................................48

         14.12    Compensation and Expenses of Trustee...........................................................48

         14.13    Reliance by Trustee on Other Persons...........................................................48

         14.14    Indemnification by Employer....................................................................49

         14.15    Consultation by Trustee with Counsel...........................................................49

         14.16    Persons Dealing with the Trustee...............................................................49

         14.17    Resignation or Removal of Trustee..............................................................49


                                                         iii.

<PAGE>

                                                  TABLE OF CONTENTS
                                                     (CONTINUED)

         14.18    Fiscal Year of the Trust.......................................................................49

         14.19    Discharge of Duties by Fiduciaries.............................................................50

         14.20    Amendment......................................................................................50

         14.21    Plan Termination...............................................................................50

         14.22    Permitted Reversion of Funds to Employer.......................................................50

         14.23    Governing Law..................................................................................50
</TABLE>


                                                         iv.

<PAGE>

ARTICLE 1  ADOPTION AGREEMENT





ARTICLE 2  DEFINITIONS


2.01  DEFINITIONS

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

               (1) "Account" means an account established on the books of the
               Trust for the purpose of recording contributions made on behalf
               of a Participant and any income, expenses, gains or losses
               incurred thereon.

               (2) "Administrator" means the Employer adopting this Plan, or
               other person designated by the Employer in Section 1.01(c).

               (3) "Adoption Agreement" means Article 1 under which the Employer
               establishes and adopts, or amends, the Plan and Trust and
               designates the optional provisions selected by the Employer, and
               the Trustee accepts its responsibilities under Article 14. The
               provisions of the Adoption Agreement shall be an integral part of
               the Plan.

               (4) "Annuity Starting Date" means the first day of the first
               period for which an amount is payable as an annuity or in any
               other form.

               (5) "Beneficiary" means the person or persons entitled under
               Section 7.04 to receive benefits under the Plan upon the death of
               a Participant, provided that for purposes of Section 7.04 such
               term shall be applied in accordance with Section 401(a)(9) of the
               Code and the regulations thereunder.

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

               (7) "Compensation" shall mean:

                      (A) for purposes of Article 4 (Contributions) other than
                      Section 4.02 (Additional Limit on Deferral Contributions)
                      and Section 4.04 (Limit on Matching Contributions),
                      Compensation as defined in Section 5.03(e)(2) excluding
                      any items elected by the Employer in Section 1.04(a),
                      reimbursements or other expense allowances, fringe
                      benefits (cash and non-cash), moving expenses, deferred
                      compensation and welfare benefits, but including amounts
                      that are not includable in the gross income of the
                      Participant under a salary reduction agreement by reason
                      of the application of Sections 125, 401(k), 402(h)(1)(B),
                      or 403(b) of the Code; and

                      (B) for purposes of Section 2.01(a)(16) (Highly
                      Compensated Employees), Section 4.02, Section 5.03 (Code
                      Section 415 Limitations), and Section 9.03 (Top Heavy Plan
                      Minimum Contributions), Compensation as defined in Section
                      5.03(e)(2).

                      (C) for purposes of Section 4.02 (Additional Limit on
                      Deferral Contributions) and Section 4.04 (Limit on
                      Matching Contributions), the Employer may elect
                      Compensation as defined in Section 2.01(a)(7)(A) or
                      Section 5.03(e)(2) excluding reimbursements or other
                      expense allowances, fringe benefits (cash and non-cash),
                      moving expenses, deferred compensation and welfare
                      benefits, but including amounts that are not includable in
                      the gross income of the


                                              1.

<PAGE>

                      Participant under a salary reduction agreement by reason
                      of the application of Section 125, 401(k), 402(h) or
                      403(b) of the Code.

               Compensation shall generally be based on the amount actually paid
               to the Participant during the Plan Year or, for purposes of
               Article 4 if so elected by the Employer in Section 1.04(b),
               during that portion of the Plan Year during which the Employee is
               eligible to participate. Notwithstanding the preceding sentence,
               Compensation for purposes of Section 5.03 (Code Section 415
               Limitations) shall be based on the amount actually paid or made
               available to the Participant during the Limitation Year.
               Compensation for the initial Plan Year for a new Plan shall be
               based upon eligible Participant Compensation, subject to Section
               1.04(b), from the Effective Date listed in Section 1.01(g)(1)
               through the end of the first Plan Year. In the case of any
               Self-Employed Individual, Compensation shall mean the
               Individual's Earned Income.

               For Plan Years beginning after December 31, 1988 and before
               January 1, 1994, the annual Compensation of each Participant
               taken into account for determining all benefits provided under
               the Plan for any determination period shall not exceed $200,000.
               This limitation shall be adjusted by the Secretary at the same
               time and in the same manner as under Section 415(d) of the Code,
               except that the dollar increase in effect on January 1 of any
               calendar year is effective for years beginning in such calendar
               Year and the first adjustment to the $200,000 limitation is
               effected on January 1, 1990. If a Plan determines Compensation on
               a period of time that contains fewer than 12 calendar months,
               then annual Compensation limit is amount equal to the annual
               Compensation limit for the calendar year in which the
               Compensation period begins multiplied by the ratio obtained by
               dividing the number of full months in the period by 12.

               In addition to other applicable limitations set forth in the
               plan, and notwithstanding any other provision of the plan to the
               contrary, for Plan Years beginning on or after January 1, 1994,
               the annual Compensation of each Employee taken into account under
               the plan shall not exceed the OBRA `93 annual Compensation limit.
               The OBRA `93 annual Compensation limit is $150,000, as adjusted
               by the Commissioner for increases in the cost of living in
               accordance with Section 401(a)(17)(B) of the Code. 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 Section 401(a)(17)
               of the Code shall mean the OBRA `93 annual Compensation limit set
               forth in this provision. The annual Compensation limit applies
               for purposes of applying the nondiscrimination rules under
               Sections 401(a)(4), 401(a)(5), 401(l), 401(k)(3), 401(m)(2),
               403(b)(12), 404(a)(2) and 410(b)(2) of the Code.

               If Compensation for any prior determination period is taken into
               account in determining an Employees' 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 Compensation for any prior determination period is taken into
               account in determining an Employee's allocations or benefits for
               the current determination period, the Compensation for such prior
               year is subject to the applicable annual Compensation limit in
               effect for that prior year. For this purpose, for years beginning
               before January 1, 1990, the applicable annual Compensation limit
               is $200,000.

               In determining the Compensation of a Participant for purposes of
               this limitation, the rules of Section 414(q)(6) of the Code shall
               apply, except that in applying such rules, the term "family"
               shall include only the spouse of the Participant and any lineal
               descendants of the Participant who have not attained


                                              2.

<PAGE>

               age 19 before the close of the year. If the $200,000
               limitation is exceeded as a result of the application of these
               rules, then the limitation shall be prorated among the
               affected individuals in proportion to each such individual's
               Compensation as determined under this Section prior to the
               application of this limitation.

               (8) "Earned Income" means the net earnings of a Self-Employed
               Individual derived from the trade or business with respect to
               which the Plan is established and for which the personal services
               of such individual are a material income-providing factor,
               excluding any items not included in gross income and the
               deductions allocated to such items, except that for taxable years
               beginning after December 31, 1989 net earnings shall be
               determined with regard to the deduction allowed under Section
               164(f) of the Code, to the extent applicable to the Employer. Net
               earnings shall be reduced by contributions of the Employer to any
               qualified Plan, to the extent a deduction is allowed to the
               Employer for such contributions under Section 404 of the Code.

               (9) "Eligibility Computation Period" means each 12-consecutive
               month period beginning with the Employment Commencement Date and
               each anniversary thereof or, in the case of an Employee who
               before completing the eligibility requirements set forth in
               Section 1.03(a)(1) incurs a break in service for participation
               purposes and thereafter returns to the employ of the Employer or
               Related Employer, each 12-consecutive month period beginning with
               the first day of re-employment and each anniversary thereof. A
               "break in service for participation purposes" shall mean an
               Eligibility Computation Period during which the Participant does
               not complete more than 500 Hours of Service with the Employer.

               (10)"Employee" means any Employee of the Employer, any
               Self-Employed Individual or Owner-Employee. The Employer must
               specify in Section 1.03(a)(3) any Employee, or class of
               Employees, not eligible to participate in the Plan. If the
               Employer elects to exclude collective bargaining Employees, the
               exclusion applies to any Employee of the Employer included in a
               unit of Employees covered by an agreement which the Secretary of
               Labor finds to be a collective bargaining agreement between
               Employee representatives and one or more employers unless the
               collective bargaining agreement requires the Employee to be
               included within the Plan. The term "Employee representatives"
               does not include any organization more than half the members of
               which are owners, officers, or executives of the Employer.

               For purposes of the Plan, an individual shall be considered to
               become an Employee on the date on which he first completes an
               Hour of Service and he shall be considered to have ceased to be
               an Employee on the date on which he last completes an Hour of
               Service. The term also includes a Leased Employee, such that
               contributions or benefits provided by the leasing organization
               which are attributable to services performed for the Employer
               shall be treated as provided by the Employer. Notwithstanding the
               above, a Leased Employee shall not be considered an Employee if
               Leased Employees do not constitute more than 20 percent of the
               Employer's non-highly compensated work force (taking into account
               all Related Employers) and the Leased Employee is covered by a
               money purchase pension Plan maintained by the leasing
               organization which Plan provides (i) a non integrated employer
               contribution rate of at least 10 percent of Compensation, as
               defined for purposes of Section 415(c)(3) of the Code, but
               including amounts contributed pursuant to a salary reduction
               agreement which are excludable from gross income under Section
               125, Section 402(a)(8), Section 402(h) or Section 403(b) of the
               Code, (ii) full and immediate vesting, and (iii) immediate
               participation by each Employee of the leasing organization.

               (11)"Employer" means the employer named in Section 1.02(a) and
               any Related Employers required by this Section 2.01(a)(11). If
               Article 1 of the Employer's Plan is the Standardized Adoption
               Agreement, the term "Employer" includes all Related Employers. If
               Article 1 of the Employer's Plan is the Non-standardized Adoption
               Agreement, the term "Employer" includes those Related Employers
               designated in Section 1.02(b).

               (12)"Employment Commencement Date" means the date on which the
               Employee first performs an Hour of Service.


                                              3.

<PAGE>

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

               (14)"Fidelity Fund" means any Registered Investment Company or
               Managed Income Portfolio of the Fidelity Group Trust for Employee
               Benefit Plans which is made available to Plans utilizing the
               CORPORATEplan FOR RETIREMENT 100-SM- Profit Sharing/401(k) Plan.

               (15)"Fund Share" means the share, unit, or other evidence of
               ownership in a Fidelity Fund.

               (16)"Highly Compensated Employee" means both highly compensated
               active Employees and highly compensated former Employees.

               A highly compensated active Employee includes any Employee who
               performs service for the Employer during the determination year
               and who, during the look-back year: (i) received Compensation
               from the Employer in excess of $75,000 (as adjusted pursuant to
               Section 415(d) of the Code); (ii) received Compensation from the
               Employer in excess of $50,000 (as adjusted pursuant to Section
               415(d) of the Code) and was a member of the top-paid group for
               such year; or (iii) was an officer of the Employer and received
               Compensation during such year that is greater than 50 percent of
               the dollar limitation in effect under Section 415(b)(1)(A) of the
               Code. The term highly compensated Employee also includes: (i)
               Employees who are both described in the preceding sentence if the
               term "determination year" is substituted for the term "look-back
               year" and the Employee is one of the 100 Employees who received
               the most Compensation from the Employer during the determination
               year; and (ii) Employees who are 5 percent owners at any time
               during the look-back year or determination year. If no officer
               has satisfied the Compensation requirement of (iii) above during
               either a determination year or look-back year, the highest paid
               officer for such year shall be treated as a highly compensated
               Employee. For this purpose, the determination year shall be the
               Plan Year. The look-back year shall be the twelve-month period
               immediately preceding the determination year. The Employer may
               elect to make the look-back year calculation for a determination
               on the basis of the calendar year ending with or within the
               applicable determination year, as prescribed by Section 414(q) of
               the Code and the regulations issued thereunder. A highly
               compensated former Employee includes any Employee who separated
               from service (or was deemed to have separated) prior to the
               determination year, performs no service for the Employer during
               the determination year, and was a highly compensated active
               Employee for either the separation year or any determination year
               ending on or after the Employee's 55th birthday.

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

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

               The determination of who is a highly compensated Employee may be
               made pursuant to Internal Revenue Service Revenue Procedure
               93-42, "Data Substantiation Guidelines and Non-Discrimination
               Requirements, of Section 401(a)(4), 410(b), and Related Code
               Sections" and subsequent regulations.

               (17)"Hour of Service" means, with respect to any Employee,


                                              4.

<PAGE>

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

                      (B) Each hour for which the Employee is directly or
                      indirectly paid, or entitled to payment, by the Employer
                      or Related Employer (including payments made or due from a
                      trust fund or insurer to which the Employer contributes or
                      pays premiums) on account of a period of time during which
                      no duties are performed (irrespective of whether the
                      employment relationship has terminated) due to vacation,
                      holiday, illness, incapacity, disability, layoff, jury
                      duty, military duty, or leave of absence, each such hour
                      to be credited to the Employee for the Eligibility
                      Computation Period in which such period of time occurs,
                      subject to the following rules:

                             (i) No more than 501 Hours of Service shall be
                             credited under this paragraph (B) on account of any
                             single continuous period during which the Employee
                             performs no duties;

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

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

                      (C) Each hour not counted under paragraph (A) or (B) for
                      which back pay, irrespective of mitigation of damages, has
                      been either awarded or agreed to be paid by the Employer
                      or a Related Employer, each such hour to be credited to
                      the Employee for the Eligibility Computation Period to
                      which the award or agreement pertains rather than the
                      Eligibility Computation Period in which the award
                      agreement or payment is made.

                     For purposes of determining Hours of Service, Employees of
                     the Employer and of all Related Employers will be treated
                     as employed by a single employer. For purposes of
                     paragraphs (B) and (C) above, Hours of Service will be
                     calculated in accordance with the provisions of Section
                     2530.200b-2(b) of the Department of Labor regulations which
                     are incorporated herein by reference.

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


                                              5.

<PAGE>

               (18)"Leased Employee" means any individual who provides services
               to the Employer or a Related Employer (the "recipient") but is
               not otherwise an Employee of the recipient if (i) such services
               are provided pursuant to an agreement between the recipient and
               any other person (the "leasing organization"), (ii) such
               individual has performed services for the recipient (or for the
               recipient and any related persons within the meaning of Section
               414(n)(6) of the Code) on a substantially full-time basis for at
               least one year, and (iii) such services are of a type
               historically performed by Employees in the business field of the
               recipient.

               (19)"Normal Retirement Age" means the normal retirement age
               specified in Section 1.06(a) of the Adoption Agreement. If the
               Employer enforces a mandatory retirement age, the Normal
               Retirement Age is the lesser of that mandatory age or the age
               specified in Section 1.06(a).

               (20)"Owner-Employee" means, if the Employer is a sole
               proprietorship, the individual who is the sole proprietor, or if
               the Employer is a partnership, a partner who owns more than 10
               percent of either the capital interest or the profits interest of
               the partnership.

               (21)"Participant" means any Employee who participates in the Plan
               in accordance with Article 3 hereof.

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

               (23)"Plan Year" means the 12-consecutive month period designated
               by the Employer in Section 1.01(f).

               (24)"Prototype Sponsor" means Fidelity Management and Research
               Company, or its successor.

               (25)"Registered Investment Company" means any one or more
               corporations, partnerships or trusts registered under the
               Investment Company Act of 1940 for which Fidelity Management and
               Research Company serves as investment advisor.

               (26)"Related Employer" means any employer other than the Employer
               named in Section 1.02(a), if the Employer and such other employer
               are members of a controlled group of corporations (as defined in
               Section 414(b) of the Code) or an affiliated service group (as
               defined in Section 414(m)), or are trades or businesses (whether
               or not incorporated) which are under common control (as defined
               in Section 414(c)), or such other employer is required to be
               aggregated with the Employer pursuant to regulations issued under
               Section 414(o).

               (27)"Self-Employed Individual" means an individual who has Earned
               Income for the taxable year from the Employer or who would have
               had Earned Income but for the fact that the trade or business had
               no net profits for the taxable year.

               (28)"Trust" means the trust created by the Employer in
               accordance with the provisions of Section 14.01.

               (29)"Trust Agreement" means the agreement between the Employer
               and the Trustee, as set forth in Article 14, under which the
               assets of the Plan are held, administered, and managed.

               (30)"Trust Fund" means the property held in Trust by the Trustee
               for the Accounts of the Participants and their Beneficiaries.

               (31)"Trustee" means the Fidelity Management Trust Company, or
               its successor.


                                              6.

<PAGE>

               (32)"Year of Service for Participation" means, with respect to
               any Employee, an Eligibility Computation Period during which the
               Employee has been credited with at least 1,000 Hours of Service.
               If the Plan maintained by the Employer is the Plan of a
               predecessor employer, an Employee's Years of Service for
               Participation shall include years of service with such
               predecessor employer. In any case in which the Plan maintained by
               the Employer is not the Plan maintained by a predecessor
               employer, service for such predecessor shall be treated as
               service for the Employer, to the extent provided in Section 1.08.

               (33)"Years of Service for Vesting" means, with respect to any
               Employee, the number of whole years of his periods of service
               with the Employer or a Related Employer (the elapsed time method
               to compute vesting service). An Employee will receive credit for
               the aggregate of all time period(s) commencing with the
               Employee's Employment Commencement Date and ending on the date a
               break in service begins. An Employee will also receive credit for
               any period of severance of less than 12 consecutive months.
               Fractional periods of a year will be expressed in terms of days.

               In the case of a Participant who has 5 consecutive 1-year breaks
               in service, all years of service after such breaks in service
               will be disregarded for the purpose of vesting the
               Employer-derived account balance that accrued before such breaks,
               but both pre-break and post-break service will count for the
               purposes of vesting the Employer-derived account balance that
               accrues after such breaks. Both accounts will share in the
               earnings and losses of the fund. In the case of a Participant who
               does not have 5 consecutive 1-year breaks in service, both the
               pre-break and post-break service will count in vesting both the
               pre-break and post-break employer-derived account balance. A
               break in service is a period of severance of at least 12
               consecutive months. Period of severance is a continuous period of
               time during which the Employee is not employed by the Employer.
               Such period begins on the date the Employee retires, quits or is
               discharged, or if earlier, the 12 month anniversary of the date
               on which the Employee was otherwise first absent from service.

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

               If the Plan maintained by the Employer is the Plan of a
               predecessor employer, an Employee's Years of Service for Vesting
               shall include years of service with such predecessor employer. In
               any case in which the Plan maintained by the Employer is not the
               Plan maintained by a predecessor employer, service for such
               predecessor shall be treated as service for the Employer to the
               extent provided in Section 1.08.

        (b) Pronouns used in the Plan are in the masculine gender but include
        the feminine gender unless the context clearly indicates otherwise.


ARTICLE 3  PARTICIPATION


3.01  DATE OF PARTICIPATION

All Employees in the eligible class (as defined in Section 1.03(a)(3)) who are
in the service of the Employer on the Effective Date will become Participants on
the date elected by the Employer in Section 1.03(c). Any other Employee will
become a Participant in the Plan as of the first Entry Date on which he first
satisfies the eligibility requirements set forth in Section 1.03(a). In the
event that an Employee who is not a member of an eligible class (as defined in
Section 1.03(a)(3)) becomes a member of an eligible class, the individual shall
participate immediately if such


                                      7.

<PAGE>

individual had already satisfied the eligibility requirements and would have
otherwise previously become a Participant.

If an eligibility requirement other than one Year of Service is elected in
1.03(a)(1), an Employee may not be required to complete a minimum number of
Hours of Service before becoming a Participant. An otherwise eligible Employee
subject to a minimum months of service requirement shall become a Participant on
the first Entry Date following his completion of the required number of
consecutive months of employment measured from his Employment Commencement Date
to the coinciding date in the applicable following month. For purposes of
determining consecutive months of service, the Related Employer and predecessor
employer rules contained in Sections 2.01(a)(17) and 2.01(a)(32) shall apply.


3.02  RESUMPTION OF PARTICIPATION FOLLOWING RE EMPLOYMENT

If a Participant ceases to be an Employee and thereafter returns to the employ
of the Employer he will be treated as follows:

        (a) he will again become a Participant on the first date on which he
        completes an Hour of Service for the Employer following his reemployment
        and is in the eligible class of Employees as defined in Section
        1.03(a)(3), and

        (b) any distribution which he is receiving under the Plan will cease
        except as otherwise required under Section 8.08.

3.03  CESSATION OR RESUMPTION OF PARTICIPATION FOLLOWING A CHANGE IN STATUS

If any Participant continues in the employ of the Employer or Related Employer
but ceases to be a member of an eligible class as defined in Section 1.03(a)(3),
the individual shall continue to be a Participant for most purposes until the
entire amount of his benefit is distributed; however, the individual shall not
be entitled to receive an allocation of contributions or forfeitures during the
period that he is not a member of the eligible class. Such Participant shall
continue to receive credit for service completed during the period for purposes
of determining his vested interest in his Accounts. In the event that the
individual subsequently again becomes a member of an eligible class of
Employees, the individual shall resume full participation immediately upon the
date of such change in status.

3.04  PARTICIPATION BY OWNER-EMPLOYEE; CONTROLLED BUSINESSES

If the Plan provides contributions or benefits for one or more Owner-Employees
who control both the trade or business with respect to which the Plan is
established and one or more other trades or businesses, the Plan and any Plan
established with respect to such other trades or businesses must, when looked at
as a single Plan, satisfy Sections 401(a) and 401(d) of the Code with respect to
the Employees of this and all such other trades or businesses. If the Plan
provides contributions or benefits for one or more Owner-Employees who control
one or more other trades or businesses, the Employees of each such other trade
or business must be included in a Plan which satisfies Sections 401(a) and
401(d) of the Code and which provides contributions and benefits not less
favorable than provided for Owner-Employees under the Plan.

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

For purposes of this; Section, an Owner-Employee, or two or more
Owner-Employees, shall be considered to control a trade or business if such
Owner-Employee, or such Owner-Employees together, (i) own the entire interest in
an


                                      8.

<PAGE>

unincorporated trade or business, or (ii) in the case of a partnership, own
more than 50 percent of either the capital interest or the profits interest
in such partnership. For this purpose, an Owner-Employee, or two or more
Owner-Employees, shall be treated as owning any interest in a partnership
which is owned, directly or indirectly, by a partnership controlled by such
Owner-Employee or such Owner-Employees.

3.05  OMISSION OF ELIGIBLE EMPLOYEE

If 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, if necessary, so that the omitted Employee receives
the total amount which the said Employee would have received had he not been
omitted. For purposes of this Section 3.05, the term "contribution" shall not
include Deferral Contributions and Matching Contributions made pursuant to
Sections 4.01 and 4.03, respectively.

ARTICLE 4  CONTRIBUTIONS

4.01  DEFERRAL CONTRIBUTIONS

        (a) DEFERRAL CONTRIBUTIONS. If so provided by the Employer in Section
        1.05(b), each Participant may elect to execute a salary reduction
        agreement with the Employer to reduce his Compensation by a specified
        percentage not exceeding 15% per payroll period, subject to any
        exceptions elected by the Employer in Section 1.05(b)(2) and equal to a
        whole number multiple of one (1) percent. Such agreement shall become
        effective on the first day of the first payroll period for which the
        Employer can reasonably process the request. The Employer shall make a
        Deferral Contribution on behalf of the Participant corresponding to the
        amount of said reduction, subject to the restrictions set forth below.
        Under no circumstances may a salary reduction agreement be adopted
        retroactively.

        (b) A Participant may elect to change or discontinue the percentage by
        which his Compensation is reduced by notice to the Employer as provided
        in Section 1.05(b)(1).

        (c) No Participant shall be permitted to have Deferral Contributions
        made under the Plan, or any other qualified Plan maintained by the
        Employer, during the taxable year, in excess of the dollar limitation
        contained in Section 402(g) of the Code in effect at the beginning of
        such taxable year. A Participant may assign to the Plan any Excess
        Deferrals made during the taxable year of the Participant by notifying
        the Plan Administrator on or before March 15 following the taxable year
        of the amount of the Excess Deferrals to be assigned to the Plan. A
        Participant is deemed to notify the Administrator of any Excess
        Deferrals that arise by taking into account only those Deferral
        Contributions made to the Plan and any other Plan of the Employer.
        Notwithstanding any other provision of the Plan, Excess Deferrals, plus
        any income and minus any loss allocable thereto, shall be distributed no
        later than April 15 to any Participant to whose account Excess Deferrals
        were so assigned for the preceding year and who claims Excess Deferrals
        for such taxable year. A Participant is deemed to notify the
        Administrator of any Excess Deferrals that arise by taking into account
        only those Deferred Contributions made to this Plan and any other plans
        of the Employer.

        "Excess Deferrals" shall mean those Deferral Contributions that are
        includable in a Participant's gross income under Section 402(g) of the
        Code to the extent such Participant's Deferral Contributions for a
        taxable year exceed the dollar limitation under such Code section. For
        purposes of determining Excess Deferrals, the term "Deferral
        Contributions" shall include the sum of all Employer Contributions made
        on behalf of such Participant pursuant to an election to defer under any
        qualified CODA as described in Section 401(k) of the Code, any
        simplified Employee pension cash or deferred arrangement as described in
        Section 402(h)(1)(B) of the Code, any eligible deferred Compensation
        Plan under Section 457, any Plan as described under Section 501(c)(18)
        of the Code, and any Employer Contributions made on the behalf of a
        Participant for the purchase of an annuity contract under Section 403(b)
        of the Code pursuant to a salary reduction agreement. Deferral


                                      9.
<PAGE>


        Contributions shall not include any deferrals properly distributed as
        excess annual additions. Excess Deferrals shall be treated as annual
        additions under the Plan, unless such amounts are distributed no later
        than the first April 15 following the close of the Participant's taxable
        year. Deferral Contributions shall not include any deferrals properly
        distributed as excess annual additions.

        Excess Deferrals shall be adjusted for any income or loss up to the date
        of distribution. The income or loss allocable to Excess Deferrals is (1)
        income or loss allocable to the Participant's Deferral Contributions
        account for the taxable year multiplied by a fraction, the numerator of
        which is such Participant's Excess Deferrals for the year and the
        denominator is the Participant's account balance attributable to
        Deferral Contributions without regard to any income or loss occurring
        during such taxable year, or (2) such other amount determined under any
        reasonable method, provided that such method is used consistently for
        all Participants in calculating the distributions required under this
        Section 4.01(c) and Sections 4.02(d) and 4.04(d) for the Plan Year, and
        is used by the Plan in allocating income or loss to Participants'
        accounts. Income or loss allocable to the period between the end of the
        Plan Year and the date of distribution shall be disregarded in
        determining income or loss.

        (d) In order for the Plan to comply with the requirements of Sections
        401(k), 402(g) and 415 of the Code and the regulations promulgated
        thereunder, at any time in a Plan Year the Administrator may reduce the
        rate of Deferral Contributions to be made on behalf of any Participant,
        or class of Participants, for the remainder of that Plan Year, or the
        Administrator may require that all Deferral Contributions to be made on
        behalf of a Participant be discontinued for the remainder of that Plan
        Year. Upon the close of the Plan Year or such earlier date as the
        Administrator may determine, any reduction or discontinuance in Deferral
        Contributions shall automatically cease until the Administrator again
        determines that such a reduction or discontinuance of Deferral
        Contributions is required.

4.02  ADDITIONAL LIMIT ON DEFERRAL CONTRIBUTIONS

        (a) The Actual Deferral Percentage (hereinafter "ADP") for Participants
        who are Highly Compensated Employees for each Plan Year and the ADP for
        Participants who are Non-highly Compensated Employees for the same Plan
        Year must satisfy one of the following tests:

               (1) The ADP for Participants who are Highly Compensated Employees
               for the Plan Year shall not exceed the ADP for Participants who
               are Non-highly Compensated Employees for the same Plan Year
               multiplied by 1.25; or

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

        (b) The following special rules apply for the purposes of this Section:

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


                                      10.
<PAGE>

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

               (3) For purposes of determining the ADP of a Participant who is a
               5-percent owner or one of the ten most highly-paid Highly
               Compensated Employees, the Deferral Contributions (and Qualified
               Discretionary Contributions if treated as Deferral Contributions
               for purposes of the ADP test) and Compensation of such
               Participant shall include the Deferral Contributions (and, if
               applicable, Qualified Discretionary Contributions) and
               Compensation for the Plan Year of Family Members (as defined in
               Section 414(q)(6) of the Code). Family Members, with respect to
               such Highly Compensated Employees, shall be disregarded as
               separate Employees in determining the ADP both for Participants
               who are Non-highly Compensated Employees and for Participants who
               are Highly Compensated Employees.

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

               (5) The Employer shall maintain records sufficient to demonstrate
               satisfaction of the ADP test and the amount of Qualified
               Discretionary Contributions used in such test.

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

        (c) The following definitions shall apply for purposes of this Section:

               (1) "Actual Deferral Percentage" shall mean, for a specified
               group of Participants for a Plan Year, the average of the ratios
               (calculated separately for each Participant in such group) of (1)
               the amount of Employer contributions actually paid over to the
               trust on behalf of such Participant for the Plan Year to (2) the
               Participant's Compensation for such Plan Year. Employer
               contributions on behalf of any Participant shall include: (1) any
               Deferral Contributions made pursuant to the Participant's
               deferral election, including Excess Deferrals of Highly
               Compensated Employees, but excluding (a) Excess Deferrals of
               Non-Highly Compensated Employees that arise solely from Deferral
               Contributions made under the Plan or Plans of the Employer and
               (b) Deferral Contributions that are taken into account in the
               Contribution Percentage test (provided the ADP test is satisfied
               both with and without exclusion of these Deferral Contributions);
               and (2) at the election of the Employer, Qualified Discretionary
               Contributions. Matching Contributions, whether or not
               non-forfeitable when made, shall not be considered as Employer
               Contributions for purposes of this paragraph. For purposes of
               computing Actual Deferral Percentages, an Employee who would be a
               Participant but for the failure to make Deferral Contributions
               shall be treated as a Participant on whose behalf no Deferral
               Contributions are made.

               (2) "Excess Contributions" shall mean, with respect to any Plan
               Year, the excess of:

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

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


                                      11.

<PAGE>

               (3) "Qualified Discretionary Contributions" shall mean
               contributions made by the Employer as elected in Section
               1.05(b)(3) and allocated to Participant accounts of Non-highly
               Compensated Employees that such Participants may not elect to
               receive in cash until distributed from the Plan; that are
               nonforfeitable when made; and that are distributable only in
               accordance with the distribution provisions that are applicable
               to Deferral Contributions. Participants shall not be required to
               satisfy any hours of service or employment requirement in order
               to receive an allocation of such contributions.

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

        Excess Contributions shall be treated as annual additions under the
        Plan. Excess Contributions shall be adjusted for any income or loss up
        to the date of distribution. The income or loss allocable to Excess
        Contributions is (1) income or loss allocable to the Participant's
        Deferral Contribution account (and if applicable, the Qualified
        Discretionary Contribution account) for the Plan Year multiplied by a
        fraction, the numerator of which is such Participant's Excess
        Contributions for the year and the denominator is the Participant's
        account balance attributable to Deferral Contributions without regard to
        any income or loss occurring during such Plan Year, or (2) an amount
        determined under any reasonable method, provided that such method is
        used consistently for all Participants in calculating any distributions
        required under Section 4.02(d) and Sections 4.01(c) and 4.04(d) for the
        Plan Year, and is used by the Plan in allocating income or loss to the
        Participants' accounts. Income or loss allocable to the period between
        the end of the Plan Year and the date of distribution shall be
        disregarded in determining income or loss.

        Excess Contributions shall be distributed from the Participant's
        Qualified Discretionary. Contribution account only to the extent that
        such Excess Contributions exceed the balance in the Participant's
        Deferral Contributions account.


4.03  MATCHING CONTRIBUTIONS

If so provided by the Employer in Section 1.05(c), the Employer shall make a
Matching Contribution on behalf of each Participant who had Deferral
Contributions made on his behalf during the year in accordance with Section
1.05(c)(3). The amount of the Matching Contribution shall be determined in
accordance with Section 1.05(c)(1), subject to the limitations set forth in
Section 4.04 and Section 404 of the Code.


4.04  LIMIT ON MATCHING CONTRIBUTIONS

        (a) The Average Contribution Percentage (hereinafter "ACP") for
        Participants who are Highly Compensated Employees for each Plan Year and
        the ACP for Participants who are Non-highly Compensated Employees for
        the same Plan Year must satisfy one of the following tests:

               (1) The ACP for Participants who are Highly Compensated Employees
               for the Plan Year shall not exceed the ACP for Participants who
               are Non-highly Compensated Employees for the same Plan Year
               multiplied by 1.25; or


                                      12.

<PAGE>

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

        (b) The following special rules apply for purposes of this section:

               (1) If one or more Highly Compensated Employees participate in
               both a qualified cash or deferred arrangement described in
               Section 401(k) of the Code (hereafter "CODA") and a Plan subject
               to the ACP test maintained by the Employer and the sum of the ADP
               and ACP of those Highly Compensated Employees subject to either
               or both tests exceeds the Aggregate Limit, then the ACP of those
               Highly Compensated Employees who also participate in a CODA will
               be reduced (beginning with such Highly Compensated Employee whose
               ACP is the highest) so that the limit is not exceeded. The amount
               by which each Highly Compensated Employee's Contribution
               Percentage Amounts is reduced shall be treated as an Excess
               Aggregate Contribution. The ADP and ACP of the Highly Compensated
               Employees are determined after any corrections required to meet
               the ADP and ACP tests. Multiple use does not occur if either the
               ADP or ACP of the Highly Compensated Employees does not exceed
               1.25 multiplied by the ADP and ACP of the Non-highly Compensated
               Employees.

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

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

               (4) For purposes of determining the Contribution percentage of a
               Participant who is a five-percent owner or one of the ten most
               highly-paid Highly Compensated Employees, the Contribution
               Percentage Amounts and Compensation of such Participant shall
               include the Contribution Percentage Amounts and Compensation for
               the Plan Year of Family Members (as defined in Section 414(q)(6)
               of the Code). Family Members, with respect to Highly Compensated
               Employees, shall be disregarded as separate Employees in
               determining the Contribution Percentage both for Participants who
               are Non-highly Compensated Employees and for Participants who are
               Highly Compensated Employees.

               (5) For purposes of determining the Contribution Percentage test,
               Matching Contributions and Qualified Discretionary Contributions
               will be considered made for a Plan Year if made no later than the
               end of the twelve-month period beginning on the day after the
               close of the Plan Year.

               (6) The Employer shall maintain records sufficient to demonstrate
               satisfaction of the ACP test and the amount of Qualified
               Discretionary Contributions used in such test.

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


                                     13.

<PAGE>

        (c) The following definitions shall apply for purposes of this Section:

               (1) "Aggregate Limit" shall mean the greater of (A) or (B) where
               (A) is the sum of (i) 125 percent of the greater of the ADP of
               the Non-highly Compensated Employees for the Plan Year or the ACP
               of Non-highly Compensated Employees under the Plan subject to
               Section 401(m) of the Code for the Plan Year beginning with or
               within the Plan Year of the CODA and (ii) the lesser of 200% or
               two plus the lesser of such ADP or ACP and where (B) is the sum
               of (i) 125 percent of the lesser of the ADP of the Non-highly
               Compensated Employees for the Plan Year or the ACP of Non-highly
               Compensated Employees under the Plan subject to Section 401(m) of
               the Code for the Plan Year beginning with or within the Plan Year
               of the CODA and (ii) the lesser of 200% or two plus the greater
               of such ADP or ACP.

               (2) "Average Contribution Percentage" or "ACP" shall mean the
               average of the Contribution Percentages of the Eligible
               Participants in a group.

               (3) "Contribution Percentage" shall mean the ratio (expressed as
               a percentage) of the Participant's Contribution Percentage
               Amounts to the Participant's Compensation for the Plan Year.

               (4) "Contribution Percentage Amounts" shall mean the sum of
               Matching Contributions made under the Plan on behalf of the
               Participant for the Plan Year. Such Contribution Percentage
               Amounts shall not include Matching Contributions that are
               forfeited either to correct Excess Aggregate Contributions or
               because the contributions to which they relate are Excess
               Deferrals, Excess Contributions or Excess Aggregate
               Contributions. If so elected by the Employer in Section
               1.05(b)(3), the Employer may include Qualified Discretionary
               Contributions in the Contribution Percentage Amounts. The
               Employer also may elect to use Deferral Contributions in the
               Contribution Percentage Amounts so long as the ADP test is met
               before the Deferral Contributions are used in the ACP test and
               continues to be met following the exclusion of those Deferral
               Contributions that are used to meet the ACP test.

               (5) "Deferral Contribution" shall mean any contribution made at
               the election of the Participant pursuant to a salary reduction
               agreement in accordance with Section 4.01(a).

               (6) "Eligible Participant" shall mean any Employee who is
               eligible to make an Employee Contribution or a Deferral
               Contribution (if the employer takes such contributions into
               account in the calculation of the Contribution Percentage), or to
               receive a Matching Contribution.

               (7)  Reserved

               (8) "Matching Contribution" shall mean an Employer Contribution
               made to this or any other defined contribution Plan on behalf of
               a Participant on account of a Participant's Deferral
               Contribution.

               (9) "Excess Aggregate Contributions" shall mean, with respect to
               any Plan Year, the excess of:

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

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

                     Such determination shall be made after first determining
                     Excess Deferrals pursuant to Section 4.01 and then
                     determining Excess Contributions pursuant to Section 4.02.

        (d) Notwithstanding any other provision of the Plan, Excess Aggregate
        Contributions, plus any income and minus any loss allocable thereto,
        shall be forfeited, if forfeitable, or if not forfeitable, distributed
        no later than


                                       14.

<PAGE>

        the last day of each Plan Year to Participants to whose accounts such
        Excess Aggregate Contributions were allocated for the preceding Plan
        Year. Excess Aggregate Contributions of Participants who are subject
        to the family member aggregation rules of Section 414(q)(6) of the
        Code shall be allocated among the family members in proportion
        Matching Contributions of each family member that is combined to
        determine the: combined ACP. If such Excess Aggregate Contributions
        are distributed more than 2-1/2 months after the last day of the Plan
        Year in which such excess amounts arose, a ten (10) percent excise
        tax will be imposed on the employer maintaining the Plan with respect
        to those amounts. Excess Aggregate Contributions shall be treated as
        annual additions under the Plan.

        Excess Aggregate Contributions shall be adjusted for any income or loss
        up to the date of distribution. The income or loss allocable to Excess
        Aggregate Contributions is (1) income or loss allocable to the
        Participant's Matching Contribution account (if any, and if all amounts
        therein are not used in the ADP test) and if applicable, Qualified
        Non-elective Contribution account for the Plan Year multiplied by a
        fraction, the numerator of which is such Participant's Excess Aggregate
        Contributions for the year and the denominator is the Participant's
        account balance(s) attributable to Contribution Percentage Amounts
        without regard to income or loss occurring during such Plan Year, or (2)
        such other amount determined under any reasonable method, provided that
        such method is used consistently for all Participants in calculating any
        distributions required under Section 4.04(d) and Sections 4.01(c) and
        4.02(d) for the Plan Year, and is used by the Plan in allocating income
        or loss to the Participants' accounts. Income or loss allocable to the
        period between the end of the Plan Year and the date of distribution
        shall be disregarded in determining income or loss.

        Excess Aggregate Contributions shall be forfeited, if forfeitable, or
        distributed on a prorata basis from the Participant's Matching
        Contribution Account and if applicable, the Participant's Deferral
        Contributions Account or Qualified Discretionary Contribution Account or
        both. Forfeitures of Excess Aggregate Contributions shall be applied to
        reduce Employer contributions; the forfeitures shall be held in the
        money market fund, if any, listed in Section 1.14(b) pending such
        application.


4.05  SPECIAL RULES

Deferral Contributions and Qualified Discretionary Contributions and income
allocable to each are not distributable to a Participant or his or her
beneficiary or beneficiaries, in accordance with such Participant's or
beneficiary or beneficiaries election, earlier than upon separation from
service, death, or disability, except as otherwise provided in Section 7.10,
7.11 or 10.06. Such amounts may also be distributed, but after March 31, 1988 in
the form of a lump sum only, upon:

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

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

        (c) The disposition by a corporation to an unrelated entity of such
        corporation's interest in a subsidiary (within the meaning of Section
        409(d)(2) of the Code) if such corporation continues to maintain this
        Plan, but only with respect to Employees who continue employment with
        such subsidiary.

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


                                      15.

<PAGE>

4.06  DISCRETIONARY EMPLOYER CONTRIBUTIONS

If so provided by the Employer in Sections 1.05(a)(1), for the Plan Year in
which the Plan is adopted and for each Plan Year thereafter, the Employer may
make Discretionary Employer Contributions to the Trust in accordance with
Section 1.05 to be allocated among eligible Participants, in the ratio that each
Participant's Compensation bears to the total Compensation paid to all eligible
Participants for the Plan Year.


4.07  TIME OF MAKING EMPLOYER CONTRIBUTIONS

The Employer will pay its contribution for each Plan Year not later than the
time prescribed by law for filing the Employer's Federal income tax return for
the fiscal (or taxable) year with or within which such Plan Year ends (including
extensions thereof). The Trustee will have no authority to inquire into the
correctness of the amounts contributed and paid over to the Trustee, to
determine whether any contribution is payable under this Article 4, or to
enforce, by suit or otherwise, the Employer's obligation, if any, to make a
contribution to the Trustee.


4.08  RETURN OF EMPLOYER CONTRIBUTIONS

The Trustee shall, upon request by the Employer, return to the Employer the
amount (if any) determined under Section 14.22. Such amount shall be reduced by
amounts attributable thereto which have been credited to the Accounts of
Participants who have since received distributions from the Trust, except to the
extent such amounts continue to be credited to such Participants' Accounts at
the time the amount is returned to the Employer. Such amount shall also be
reduced by the losses of the Trust attributable thereto, if and to the extent
such losses exceed the gains and income attributable thereto, but will not be
increased by the gains and income of the Trust attributable thereto, if and to
the extent such gains and income exceed the losses attributable thereto. In no
event will the return of a contribution hereunder cause the balance of the
individual Account of any Participant to be reduced to less than the balance
which would have been credited to the Account had the mistaken amount not been
contributed.


4.09  EMPLOYEE CONTRIBUTIONS

The Employer shall not allow Participants to make any Employee Contributions to
the Plan. However, the Plan may accept a frozen Participant Employee
Contribution Account. For purposes of this Plan, "Employee Contributions" shall
mean any voluntary non-deductible contribution made to the Plan by or on behalf
of a Participant that is or was included in the Participant's gross income in
the year in which made and that is maintained under a separate account to which
applicable earnings and losses are allocated. A Participant shall have a fully
vested 100% nonforfeitable right to his Employee Contributions.


4.10  ROLLOVER CONTRIBUTIONS

        (a) ROLLOVER OF ELIGIBLE ROLLOVER DISTRIBUTIONS

               (1) An Employee who is or was a distributee of an "eligible
               rollover distribution" (as defined in Section 402(c)(4) of the
               Code and the regulations issued thereunder) from a qualified Plan
               or Section 403(b) annuity may directly transfer all or any
               portion of such distribution to the Trust or transfer all or any
               portion of such distribution to the Trust within sixty (60) days,
               of payment. The transfer shall be made in the form of cash or
               allowable Fund Shares only.

               (2) The Employer may refuse to accept rollover contributions or
               instruct the Trustee not to accept rollover contributions under
               the Plan.

        (b) TREATMENT OF ROLLOVER AMOUNT.


                                     16.

<PAGE>

               (1) An Account will be established for the transferring Employee
               under Article 5, the rollover amount will be credited to the
               account and such amount will be subject to the terms of the Plan,
               including Section 8.01, except as otherwise provided in this
               Section 4.10.

               (2) The rollover account will at all times be fully vested in
               and nonforfeitable by the Employee.

        (c) ENTRY INTO PLAN BY TRANSFERRING EMPLOYEE. Although an amount may be
        transferred to the Trust Fund under this Section 4.10 by an Employee who
        has not yet become a Participant in accordance with Article 4, and such
        amount is subject to the terms of the Plan as described in paragraph (b)
        above, the Employee will not become a Participant entitled to share in
        Employer Contributions until he has satisfied such requirements.

        (d) MONITORING OF ROLLOVERS.

               (1) The Administrator shall develop such procedures and require
               such information from transferring Employees as it deems
               necessary to insure that amounts transferred under this Section
               4.10 meet the requirements for tax-free rollovers established by
               such Section and by Section 402(c) of the Code. No such amount
               may be transferred until approved by the Administrator.

               (2) If a transfer made under this Section 4.10 is later
               determined by the Administrator not to have met the requirements
               of this Section or of the Code or Treasury regulations, the
               Trustee shall, within a reasonable time after such determination
               is made, and on instructions from the Administrator, distribute
               to the Employee the amounts then held in the Trust attributable
               to the transferred amount.

4.11  DEDUCTIBLE VOLUNTARY EMPLOYEE CONTRIBUTIONS

The Administrator will not accept deductible Employee contributions which are
made for a taxable year beginning after December 31, 1986. Contributions made
prior to that date will be maintained in a separate account which will be
nonforfeitable at all times and which will share in the gains and losses of the
trust in the same manner as described in Section 5.02. No part of the deductible
voluntary contribution account will be used to purchase life insurance. Subject
to Article 8, the Participant may withdraw any part of the deductible voluntary
contribution account upon request.

4.12  RESERVED

ARTICLE 5  PARTICIPANTS' ACCOUNTS

5.01  INDIVIDUAL ACCOUNTS

The Administrator will establish and maintain an Account for each Participant
which will reflect Employer and Employee Contributions made on behalf of the
Participant and earnings, expenses, gains and losses attributable thereto, and
investments made with amounts in the Participant's Account. The Administrator
will establish and maintain such other Accounts and records as it decides in its
discretion to be reasonably required or appropriate in order to discharge its
duties under the Plan.

5.02  VALUATION OF ACCOUNTS

Participant Accounts will be valued at their fair market value at least annually
as of a date specified by the Administrator in accordance with a method
consistently followed and uniformly applied, and on such date earnings,


                                      17.

<PAGE>


expenses, gains and losses on investments made with amounts in each
Participant's Account will be allocated to such Account. Participants will be
furnished statements of their Account values at least once each Plan Year.


5.03  CODE SECTION 415 LIMITATIONS

Notwithstanding any other provisions of the Plan:

Subsections (a)(1) through (a)(4)--(THESE SUBSECTIONS APPLY TO EMPLOYERS WHO DO
NOT MAINTAIN ANY QUALIFIED PLAN INCLUDING A WELFARE BENEFIT FUND, AN INDIVIDUAL
MEDICAL ACCOUNT, OR A SIMPLIFIED EMPLOYEE PENSION IN ADDITION TO THIS PLAN.)

        (a)(1) If the Participant does not participate in, and has never
        participated in any other qualified Plan, Welfare Benefit Fund,
        Individual Medical Account, or a simplified Employee pension, as defined
        in section 408(k) of the Code, maintained by the Employer, which
        provides an annual addition as defined in Section 5.03(e)(1), the amount
        of Annual Additions to a Participant's Account for a Limitation Year
        shall not exceed the lesser of the Maximum Permissible Amount or any
        other limitation contained in this Plan. If the Employer contribution
        that would otherwise be contributed or allocated to the Participant's
        account would cause the annual additions for the limitation year to
        exceed the maximum permissible amount, the amount contributed or
        allocated will be reduced so that the annual additions for the
        limitation year will equal the maximum permissible amount.

        (a)(2) Prior to the determination of the Participant's actual
        Compensation for a Limitation Year, the Maximum Permissible Amount may
        be determined on the basis of a reasonable estimation of the
        Participant's Compensation for such Limitation Year, uniformly
        determined for all Participants similarly situated. Any Employer
        contributions based on estimated annual Compensation shall be reduced by
        any Excess Amounts carried over from prior years.

        (a)(3) As soon as is administratively feasible after the end of the
        Limitation Year, the Maximum Permissible Amount for such Limitation Year
        shall be determined on the basis of the Participant's actual
        Compensation for such Limitation Year.

        (a)(4) If, pursuant to subsection (a)(3) or as a result of the
        allocation of forfeitures, or a reasonable error in determining the
        total Elective Deferrals there is an Excess Amount with respect to a
        Participant for a Limitation Year, such Excess Amount shall be disposed
        of as follows:

               (A) Any Elective Deferrals, to the extent they would reduce the
               Excess Amount, will be returned to the Participant.

               (B) If after the application of paragraph (A) an Excess amount
               still exists and the Participant is in the service of the
               Employer which is covered by the Plan at the end of the
               Limitation Year, then such Excess Amount shall be reapplied to
               reduce future Employer contributions under this Plan for the next
               Limitation Year (and for each succeeding year, as necessary) for
               such Participant, so that in each such Year the sum of actual
               Employer contributions plus the reapplied amount shall equal the
               amount of Employer contributions which would otherwise be made to
               such Participant's Account.

               (C) If after the application of paragraph (A) an Excess Amount
               still exists and the Participant is not in the service of the
               Employer which is covered by the Plan at the end of a Limitation
               Year, then such Excess Amount will be held unallocated in a
               suspense account. The suspense account will be applied to reduce
               future Employer contributions for all remaining Participants in
               the next Limitation Year and each succeeding Limitation Year if
               necessary.

               (D) If a suspense account is in existence at any time during the
               Limitation Year pursuant to this subsection, it will not
               participate in the allocation of the Trust Fund's investment
               gains and losses. All amounts in the suspense account must be
               allocated to the Accounts of Participants before any


                                      18.
<PAGE>

               Employer contribution may be made for the Limitation Year.
               Except as provided in paragraph (A), Excess Amounts may not be
               distributed to Participants or former Participants.

               Subsections (b)(1) through (b)(6)--(THESE SUBSECTIONS APPLY TO
               EMPLOYERS WHO, IN ADDITION TO THIS PLAN, MAINTAIN ONE OR MORE
               PLANS, ALL OF WHICH ARE QUALIFIED MASTER OR PROTOTYPE DEFINED
               CONTRIBUTION PLANS, ANY WELFARE BENEFIT FUND, ANY INDIVIDUAL
               MEDICAL ACCOUNT, OR ANY SIMPLIFIED EMPLOYEE PENSION.)

        (b)(1) If, in addition to this Plan, the Participant is covered under
        any other qualified defined contribution Plans (all of which are
        qualified Master or Prototype Plans), Welfare Benefit Funds, Individual
        Medical Accounts, or simplified Employee pension Plans, maintained by
        the Employer, that provide an annual addition as defined in Section
        5.03(e)(1), the amount of Annual Additions to a Participant's Account
        for a Limitation Year, shall not exceed the lesser of:

               (A) the Maximum Permissible Amount, reduced by the sum of any
               Annual Additions to the Participant's accounts for the same
               Limitation Year under such other qualified Master or Prototype
               defined contribution Plans, and Welfare Benefit Funds, Individual
               Medical Accounts, and simplified Employee pensions, or

               (B) any other limitation contained in this Plan.

        If the annual additions with respect to the Participant under other
        qualified Master or Prototype defined contribution Plans Welfare Benefit
        Funds, Individual Medical Accounts and simplified Employee pensions
        maintained by the Employer are less than the maximum permissible amount
        and the Employer contribution that would otherwise be contributed or
        allocated to the Participant's Account under this Plan would cause the
        annual additions for the limitation year to exceed this limitation, the
        amount contributed or allocated will be reduced so that the annual
        additions under all such Plans and funds for the limitation year will
        equal the maximum permissible amount. If the annual additions with
        respect to the Participant under such other qualified Master or
        Prototype defined contribution Plans, Welfare Benefit Funds, Individual
        Medical Accounts and simplified Employee pensions in the aggregate are
        equal to or greater than the maximum permissible amount, no amount will
        be contributed or allocated to the Participant's Account under this Plan
        for the limitation year.

        (b)(2) Prior to the determination of the Participant's actual
        Compensation for the Limitation Year, the amounts referred to in
        (b)(1)(A) above may be determined on the basis of a reasonable
        estimation of the Participant's Compensation for such Limitation Year,
        uniformly determined for all Participants similarly situated. Any
        Employer contribution based on estimated annual Compensation shall be
        reduced by any Excess Amounts carried over from prior years.

        (b)(3) As soon as is administratively feasible after the end of the
        Limitation Year, the amounts referred to in (b)(1)(A) shall be
        determined on the basis of the Participant's actual Compensation for
        such Limitation Year.

        (b)(4) If a Participant's Annual Additions under this Plan and all such
        other Plans result in an Excess Amount, such Excess Amount shall be
        deemed to consist of the Annual Additions last allocated, except that
        Annual Additions attributable to a simplified Employee pension will be
        deemed to have been allocated first, followed by Annual Additions to a
        Welfare Benefit Fund or Individual Medical Account regardless of the
        actual allocation date.

        (b)(5) If an Excess Amount was allocated to a Participant on an
        allocation date of this Plan which coincides with an allocation date of
        another Plan, the Excess Amount attributed to this Plan will be the
        product of:

               (A) the total Excess Amount allocated as of such date (including
               any amount which would have been allocated but for the
               limitations of Section 415 of the Code), times


                                     19.

<PAGE>

               (B) the ratio of (i) the Annual Additions allocated to the
               Participant as of such date under this Plan, divided by (ii) the
               Annual Additions allocated as of such date under all qualified
               defined contribution Plans (determined without regard to the
               limitations of Section 415 of the Code).

        (b)(6) Any Excess Amounts attributed to this Plan shall be disposed of
        as provided in subsection (a)(4).

        Subsection (c)--(THIS SUBSECTION APPLIES ONLY TO EMPLOYERS WHO, IN
        ADDITION TO THIS PLAN, MAINTAIN ONE OR MORE QUALIFIED PLANS WHICH ARE
        QUALIFIED DEFINED CONTRIBUTION PLANS OTHER THAN MASTER OR PROTOTYPE
        PLANS.)

        (c) If the Employer also maintains another Plan which is a qualified
        defined contribution Plan other than a Master or Prototype Plan, Annual
        Additions allocated under this Plan on behalf of any Participant shall
        be limited in accordance with the provisions of (b)(1) through (b)(6),
        as though the other Plan were a Master or Prototype Plan, unless the
        Employer provides other limitations in the Adoption Agreement.

        Subsection (d)--(THIS SUBSECTION APPLIES ONLY TO EMPLOYERS WHO, IN
        ADDITION TO THIS PLAN, MAINTAIN OR AT MY TIME MAINTAINED A QUALIFIED
        DEFINED BENEFIT PLAN.)

        (d) If the Employer maintains, or at any time maintained, a qualified
        defined benefit Plan, the sum of any Participant's Defined Benefit
        Fraction and Defined Contribution Fraction shall not exceed the combined
        Plan limitation of 1.0 in any Limitation Year. The combined Plan
        limitation will be met as provided by the Employer in the Adoption
        Agreement.

        SUBSECTIONS (E)(1) THROUGH (E)(9)--(DEFINITIONS.)

        (e)(1) "Annual Additions" means the sum of the following amounts
        credited to a Participant for a Limitation Year:

               (A)  all Employer contributions,

               (B)  all Employee contributions,

               (C)  all forfeitures,

               (D) Amounts allocated, after March 31, 1984, to an Individual
               Medical Account which is part of a pension or annuity Plan
               maintained by the Employer are treated as Annual Additions to a
               defined contribution Plan. Also, amounts derived from
               contributions paid or accrued after December 31, 1985, in taxable
               years ending after such date, which are attributable to
               post-retirement medical benefits allocated to the separate
               account of a key Employee, as defined in Section 419A(d)(3) of
               the Code, under a Welfare Benefit Fund maintained by the Employer
               are treated as Annual Additions to a defined contribution Plan,
               and

               (E) Allocations under a simplified Employee pension.

        For purposes of this Section 5.03, amounts reapplied to reduce Employer
        contributions under subsection (a)(4) shall also be included as Annual
        Additions.

        (e)(2) "Compensation" means wages as defined in Section 3401(a) of the
        Code and all other payments of Compensation to an Employee by the
        employer (in the course of the employer's trade or business) for which
        the employer is required to furnish the Employee a written statement
        under Sections 6041(d) and 6051(a)(3) of the Code. Compensation must be
        determined without regard to any rules under Section 3401(a) of the Code
        that limit the remuneration included in wages based on the nature or
        location of the employment or the services performed (such as the
        exception for agricultural labor in Section 3401(a)(2) of the Code.) For
        any Self-Employed Individual Compensation will mean Earned Income.


                                     20.

<PAGE>

        For limitation years beginning after December 31, 1991, for purposes of
        applying the limitations of this article, Compensation for a limitation
        year is the Compensation actually paid or made available during such
        limitation year.

        (e)(3) "Defined Benefit Fraction" means a fraction, the numerator of
        which is the sum of the Participant's annual benefits (adjusted to an
        actuarially equivalent straight life annuity if such benefit is
        expressed in a form other than a straight life annuity or qualified
        joint and survivor annuity) under all the defined benefit Plans (whether
        or not terminated) maintained by the Employer, each such annual benefit
        computed on the assumptions that the Participant will remain in
        employment until the normal retirement age under each such Plan (or the
        Participant's current age, if later) and that all other factors used to
        determine benefits under such Plan will remain constant for all future
        Limitation Years, and the denominator of which is the lesser of 125
        percent of the dollar limitation determined for the Limitation Year
        under Sections 415(b)(1)(A) and 415(d) of the Code or 140 percent of the
        Participant's average Compensation for the 3 highest consecutive
        calendar years of service during which the Participant was active in
        each such Plan, including any adjustments under Section 415(b) of the
        Code. However, 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 then the denominator of the Defined Benefit
        Fraction shall not be less than 125 percent of the Participant's total
        accrued benefit as of the close of the last Limitation Year beginning
        before January 1, 1987, disregarding any changes in the terms and
        conditions of the Plan after May 5, 1986, under all such defined benefit
        Plans as met, individually and in the aggregate, the requirements of
        Section 415 of the Code for all Limitation Years beginning before
        January 1, 1987.

        (e)(4) "Defined Contribution Fraction" means a fraction, the numerator
        of which is the sum for the current and all prior Limitation Years of
        (A) all Annual Additions (if any) to the Participant's accounts under
        each defined contribution Plan (whether or not terminated) maintained by
        the Employer, and (B) all 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 Participant's Annual Additions attributable to all Welfare
        Benefit Funds, Individual Medical Accounts, and simplified Employee
        pensions, maintained by the Employer, and the denominator of which is
        the sum of the maximum aggregate amounts for the current and all prior
        Limitation Years during which the Participant was an Employee
        (regardless of whether the Employer maintained a defined contribution
        Plan in any such year).

        The maximum aggregate amount in any Limitation Year is the lesser of 125
        percent of the dollar limitation in effect under Section 415(c)(1)(A) of
        the Code for each such year or 35 percent of the Participant's
        Compensation for each such year.

        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
        contribution Plans maintained by the Employer which were in existence on
        May 6, 1986 then the numerator of the Defined Contribution Fraction
        shall be adjusted if the sum of this fraction and the Defined Benefit
        Fraction would otherwise exceed 1.0 under the terms of this Plan. Under
        the adjustment an amount equal to the product of (i) the excess of the
        sum of the fractions over 1.0 times (ii) 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 6, 1986, but using the Section 415
        limitation applicable to the first Limitation Year beginning on or after
        January 1, 1987. The annual addition for any limitation year beginning
        before January 1, 1987 shall not be recomputed to treat all Employee
        contributions as annual additions.

        (e)(5) "Employer" means the Employer and any Related Employer that
        adopts this Plan. In the case of a group of employers which constitutes
        a controlled group of corporations (as defined in Section 414(b) of the
        Code as modified by Section 415(h)) or which constitutes trades or
        businesses (whether or not incorporated) which are under common control
        (as defined in Section 414(c) of the Code as modified by Section 415(h)
        of the Code) or which constitutes an affiliated service group (as
        defined in Section 414(m) of the Code) and any other entity required to
        be aggregated with the Employer pursuant to regulations issued under
        Section 414(o) of the Code, all such employers shall be considered a
        single employer for purposes of applying the limitations of this Section
        5.03.


                                      21.

<PAGE>

        (e)(6) "Excess Amount" means the excess of the Participant's Annual
        Additions for the Limitation Year over the Maximum Permissible Amount.

        (e)(7) "Individual Medical Account" means an individual medical account
        as defined in Section 415(l)(2) of the Code.

        (e)(8) "Limitation Year" means the Plan Year. All qualified Plans of the
        Employer must use the same Limitation Year. If the Limitation Year is
        amended to a different 12-consecutive month period, the new Limitation
        Year must begin on a date within the Limitation Year in which the
        amendment is made.

        (e)(9) "Master or Prototype Plan" means a Plan the form of which is the
        subject of a favorable opinion letter from the Internal Revenue Service.

        (e)(10) "Maximum Permissible Amount" means for a Limitation Year with
        respect to any Participant the lesser of (i) $30,000 or, if greater, 25
        percent of the dollar limitation set forth in Section 415(b)(1) of the
        Code, as in effect for the Limitation Year, or (ii) 25 percent of the
        Participant's Compensation for the Limitation Year. If a short
        Limitation Year is created because of an amendment changing the
        Limitation Year to a different 12-consecutive month period, the Maximum
        Permissible Amount will not exceed the limitation in (e)(10)(i)
        multiplied by a fraction whose numerator is the number of months in the
        short Limitation Year and whose denominator is 12.

        The Compensation limitation referred to in subsection (e)(10)(ii) shall
        not apply to any contribution for medical benefits within the meaning of
        Section 401(h) or Section 419A(f)(2) of the Code after separation from
        service which is otherwise treated as an Annual Addition under Section
        419A(d)(2) or Section 415(l)(1) of the Code.

        (e)(11) "Welfare Benefit Fund" means a welfare benefit fund as defined
        in Section 419(e) of the Code.



ARTICLE 6  INVESTMENT OF CONTRIBUTIONS


6.01  MANNER OF INVESTMENT

All contributions made to the Accounts of Participants shall be held for
investment by the Trustee. The Accounts of Participants shall be invested and
reinvested only in eligible investments selected by the Employer in Section
1.14(b), subject to Section 14.10.


6.02  INVESTMENT DECISIONS

Investments shall be directed by each Participant in accordance with this
Section and Section 1.14(a). Pursuant to Section 14.04, the Trustee shall have
no discretion or authority with respect to the investment of the Trust Fund.

        (a) Reserved

        (b) Each Participant shall direct the investment of his Account among
        the Fidelity Funds listed in Section 1.14(b). The Participant shall file
        initial investment instructions with the Administrator, on such form as
        the Administrator may provide, selecting the Funds in which amounts
        credited to his Account will be invested.

               (1) Except as provided in this Section 6.02, only authorized Plan
               contacts and the Participant shall have access to a Participant's
               Account. While any balance remains in the Account of a
               Participant after his death, the Beneficiary of the Participant
               shall make decisions as to the investment of the Account as
               though the Beneficiary were the Participant. To the extent
               required by a qualified


                                     22.

<PAGE>

               domestic relations order as defined in Section 414(p) of the
               Code, an alternate payee shall make investment decisions with
               respect to a Participant's Account as though such alternate
               payee were the Participant.

               (2) If the Trustee receives any contribution under the Plan as to
               which investment instructions have not been provided, the Trustee
               shall promptly notify the Administrator and the Administrator
               shall take steps to elicit instructions from the Participant. The
               Trustee shall credit any such contribution to the Participant's
               Account and such amount shall be invested in the Fidelity Fund
               selected by the Employer for such purposes or, absent Employer
               selection, in the most conservative Fidelity Fund listed in
               Section 1.14(b), until investment instructions have been received
               by the Trustee.

        (c) All dividends, interest, gains and distributions of any nature
        received in respect of Fund Shares shall be reinvested in additional
        shares of that Fidelity Fund.

        (d) Expenses attributable to the acquisition of investments shall be
        charged to the Account of the Participant for which such investment is
        made.

6.03  PARTICIPANT DIRECTIONS TO TRUSTEE

All Participant initial investment instructions filed with the Administrator
pursuant to the provisions of Section 6.02 shall be promptly transmitted by the
Administrator to the Trustee. A Participant shall transmit subsequent investment
instructions directly to the Trustee by means of the telephone exchange system
maintained by the Trustee for such purposes. The method and frequency for change
of investments will be determined under the (a) rules applicable to the
investments selected by the Employer in Section 1.14(b) and (b) the additional
rules of the Employer, if any, limiting the frequency of investment changes,
which, are included in a separate written administrative procedure adopted by
the Employer and accepted by the Trustee. The Trustee shall have no duty to
inquire into the investment decisions of a Participant or to advise him
regarding the purchase, retention or sale of assets credited to his Account.

ARTICLE 7  RIGHT TO BENEFITS

7.01  NORMAL OR EARLY RETIREMENT

Each Participant who attains his Normal Retirement Age or, if so provided by the
Employer in Section 1.06(b), Early Retirement Age will have a 100 percent
nonforfeitable interest in his Account regardless of any vesting schedule
elected in Section 1.07. If a Participant retires upon the attainment of Normal
or Early Retirement Age, such retirement is referred to as a normal retirement.
Upon his normal retirement the balance of the Participant's Account, plus any
amounts thereafter credited to his Account, subject to the provisions of Section
7.08, will be distributed to him in accordance with Article 8.

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


7.02  LATE RETIREMENT

If a Participant continues in the service of the Employer after attainment of
Normal Retirement Age, he will continue to have a 100 percent nonforfeitable
interest in his Account and will continue to participate in the Plan until the
date he establishes with the Employer for his late retirement. Until he retires,
he has a continuing election to receive all or any portion of his Account. Upon
the earlier of his late retirement or the distribution date required


                                     23.

<PAGE>

under Section 8.08, the balance of his Account, plus any amounts thereafter
credited to his Account, subject to the provisions of Section 7.08, will be
distributed to him in accordance with Article 8 below.

7.03  DISABILITY RETIREMENT

If so provided by the Employer in Section 1.06(c), a Participant who becomes
disabled will have a 100 percent nonforfeitable interest in his Account, the
balance of which Account, plus any amounts thereafter credited to his Account,
subject to the provisions of Section 7.08, will be distributed to him in
accordance with Article 8 below. A Participant is considered disabled if he
cannot engage in any substantial, gainful activity because of a medically
determinable physical or mental impairment likely to result in death or to be of
a continuous period of not less than 12 months, and terminates his employment
with the employer. Such termination of employment is referred to as a disability
retirement. Determinations with respect to disability shall be made by the
Administrator who may rely on the criteria set forth in Section 1.06(c) as
evidence that the Participant is disabled.


7.04  DEATH

Subject, if applicable, to Section 8.04, if a Participant dies before the
distribution of his Account has commenced, or before such distribution has been
completed, his Account shall become 100 percent vested and his designated
Beneficiary or Beneficiaries will be entitled to receive the balance or
remaining balance of his Account, plus any amounts thereafter credited to his
Account, subject to the provisions of Section 7.08. Distribution to the
Beneficiary or Beneficiaries will be made in accordance with Article 8.

A Participant may designate a Beneficiary or Beneficiaries, or change any prior
designation of Beneficiary or Beneficiaries by giving notice to the
Administrator on a form designated by the Administrator. If more than one person
is designated as the Beneficiary, their respective interests shall be as
indicated on the designation form. In the case of a married Participant the
Participant's spouse shall be deemed to be the designated Beneficiary unless the
Participant's spouse has consented to another designation in the manner
described in Section 8.03(d).

A copy of the death notice or other sufficient documentation must be filed with
and approved by the Administrator. If upon the death of the Participant there
is, in the opinion of the Administrator, no designated Beneficiary for part or
all of the Participant's Account, such amount will be paid to his surviving
spouse or, if none, to his estate (such spouse or estate shall be deemed to be
the Beneficiary for purposes of the Plan). If a Beneficiary dies after benefits
to such Beneficiary have commenced, but before they have been completed, and, in
the opinion of the Administrator, no person has been designated to receive such
remaining benefits, then such benefits shall be paid in a lump sum to the
deceased Beneficiary's estate.

7.05  OTHER TERMINATION OF EMPLOYMENT

If a Participant terminates his employment for any reason other than death or
normal, late, or disability retirement, he will be entitled to a termination
benefit equal to (a) the vested percentage(s) of the value of the Matching
and/or Discretionary Contributions to his Account, as adjusted for income,
expense, gain, or loss, such percentage(s) determined in accordance with the
vesting schedule(s) selected by the Employer in Section 1.07, and (b) the value
of the Deferral, Qualified Discretionary and Rollover Contributions to his
Account as adjusted for income, expense, gain or loss. The amount payable under
this Section 7.05 will be subject to the provisions of Section 7.08 and will be
distributed in accordance with Article 8 below.

7.06  SEPARATE ACCOUNT

If a distribution from a Participant's Account has been made to him at a time
when he has a nonforfeitable right to less than 100 percent of his Account, the
vesting schedule in Section 1.07 will thereafter apply only to amounts in his
Account attributable to Employer Contributions allocated after such
distribution. The balance of his Account


                                    24.

<PAGE>

immediately after such distribution will be transferred to a separate account
which will be maintained for the purpose of determining his interest therein
according to the following provisions.

At any relevant time prior to a forfeiture of any portion thereof under Section
7.07 a Participant's nonforfeitable interest in his Account held in a separate
account described in the preceding paragraph will be equal to P(AB +
(RxD))-(RxD), where P is the nonforfeitable percentage at the relevant time
determined under Section 7.05; AB is the account balance of the separate account
at the relevant time; D is the amount of the distribution; and R is the ratio of
the account balance at the relevant time to the account balance after
distribution. Following a forfeiture of any portion of such separate account
under Section 7.07 below, any balance in the Participant's separate account will
remain fully vested and nonforfeitable.

7.07  FORFEITURES

If a Participant terminates his employment, any portion of his Account
(including any amounts credited after his termination of employment) not payable
to him under Section 7.05 will be forfeited by him upon the complete
distribution to him of the vested portion of his Account, if any, subject to the
possibility of reinstatement as described in the following paragraph. For
purposes of this paragraph, if the value of an Employee's vested account balance
is zero, the Employee shall be deemed to have received a distribution of his
vested interest immediately following termination of employment. Such
forfeitures will be applied to reduce the contributions of the Employer next
payable under the Plan (or administrative expenses of the Plan); the forfeitures
shall be held in a money market fund pending such application.

If a Participant forfeits any portion of his Account under the preceding
paragraph but does again become an Employee after such date, then the amount so
forfeited, without any adjustment for the earnings, expenses, or losses or gains
of the assets credited to his Account since the date forfeited, will be
re-credited to his Account (or to a separate account as described in Section
7.06, if applicable) but only if he repays to the Plan before the earlier of
five years after the date of his re-employment or the date he incurs 5
consecutive 1-year breaks in service following the date of the distribution the
amount previously distributed to him, without interest, under Section 7.05. If
an Employee is deemed to receive a distribution pursuant to this Section 7.07,
and the Employee resumes employment before 5 consecutive 1-year breaks in
service, the Employee shall be deemed to have repaid such distribution on the
date of his re-employment. Upon such an actual or deemed repayment, the
provisions of the Plan (including Section 7.06) will thereafter apply as if no
forfeiture had occurred. The amount to be re-credited pursuant to this paragraph
will be derived first from the forfeitures, if any, which as of the date of
re-crediting have yet to be applied as provided in the preceding paragraph and,
to the extent such forfeitures are insufficient, from a special Employer
contribution to be made by the Employer.

If a Participant elects not to receive the nonforfeitable portion of his Account
following his termination of employment, the non-vested portion of his Account
shall be forfeited after the Participant has incurred five consecutive 1-year
breaks in service as defined in Section 2.01(a)(33).

No forfeitures will occur solely as a result of a Participant's withdrawal of
Employee contributions.

7.08  ADJUSTMENT FOR INVESTMENT EXPERIENCE

If any distribution under this Article 7 is not made in a single payment, the
amount retained by the Trustee after the distribution will be subject to
adjustment until distributed to reflect the income and gain or loss on the
investments in which such amount is invested and any expenses properly charged
under the Plan and Trust to such amounts.

7.09  PARTICIPANT LOANS

If permitted under Section 1.09, the Administrator shall allow Participants to
apply for a loan from the Plan, subject to the following:


                                      25.

<PAGE>

        (a) LOAN APPLICATION. All Plan loans shall be administered by the
        Administrator. Applications for loans shall be made to the Administrator
        on forms available from the Administrator. Loans shall be made available
        to all Participants on a reasonably equivalent basis. For this purpose,
        the term "Participant" means any Participant or Beneficiary, including
        an alternate payee under a qualified domestic relations order, as
        defined in Section 414(p) of the Code, who is a party-in-interest (as
        determined under ERISA Section 3(14)) with respect to the Plan except no
        loans will be made to: (i) an Employee who makes a rollover contribution
        in accordance with Section 4.10 who has not satisfied the requirements
        of Section 3.01, or (ii) a shareholder-Employee or Owner-Employee. For
        purposes of this requirement, a shareholder-Employee means an Employee
        or officer of an electing small business (Subchapter S) corporation who
        owns (or is considered as owning within the meaning of Section 318(a)(1)
        of the Code), on any day during the taxable year of such corporation,
        more than 5% of the outstanding stock of the corporation.

        A Participant with an existing loan may not apply for another loan until
        the existing loan is paid in full and may not refinance an existing loan
        or attain a second loan for the purpose of paying off the existing loan.
        A Participant may not apply for more than one loan during each Plan
        Year.

        (b) LIMITATION OF LOAN AMOUNT/PURPOSE OF LOAN. Loans shall not be made
        available to Highly Compensated Employees in an amount greater than the
        amount made available to other Employees. No loan to any Participant or
        Beneficiary can be made to the extent that such loan when added to the
        outstanding balance of all other loans to the Participant or Beneficiary
        would exceed the lesser of (a) $50,000 reduced by the excess (if any) of
        the highest outstanding balance of loans during the one year period
        ending on the day before the loan is made over the outstanding balance
        of loans from the Plan on the date the loan is made, or (b) one-half the
        present value of the nonforfeitable Account of the Participant. For the
        purpose of the above limitation, all loans from all Plans of the
        Employer and Related Employers are aggregated. A Participant may not
        request a loan for less than $1,000. The Employer may provide that loans
        only be made from certain contribution sources within Participant
        Account(s) by notifying the Trustee in writing of the restricted source.

        Loans may be made for any purpose or if elected by the Employer in
        Section 1.09(a), on account of hardship only. A loan will be considered
        to be made on account of hardship only if made on account of an
        immediate and heavy financial need described in Section 7.10(b)(1).

        (c) TERMS OF LOAN. All loans shall bear a reasonable rate of interest as
        determined by the Administrator based on the prevailing interest rates
        charged by persons in the business of lending money for loans which
        would be made under similar circumstances. The determination of a
        reasonable rate of interest must be based on appropriate regional
        factors unless the Plan is administered on a national basis in which
        case the Administrator may establish a uniform reasonable rate of
        interest applicable to all regions.

        All loans shall by their terms require that repayment (principal and
        interest) be amortized in level payments, not less than quarterly, over
        a period not extending beyond five years from the date of the loan
        unless such loan is for the purchase of a Participant's primary
        residence, in which case the repayment period may not extend beyond ten
        years from the date of the loan. A Participant may prepay the
        outstanding loan balance prior to maturity without penalty.

        (d) SECURITY. Loans must be secured by the Participant's Accounts not to
        exceed 50 percent of the Participant's vested Account. A Participant
        must obtain the consent of his or her spouse, if any, to use a
        Participant Account as security for the loan, if the provisions of
        Section 8.03 apply to the Participant. Spousal consent shall be obtained
        no earlier than the beginning of the 90-day period that ends on the date
        on which the loan is to be so secured. The consent must be in writing,
        must acknowledge the effect of the loan, and must be witnessed by a Plan
        representative or notary public. Such consent shall thereafter be
        binding with respect to the consenting spouse or any subsequent spouse
        with respect to that loan.

        (e) DEFAULT.  The Administrator shall treat a loan in default if:

               (1) any scheduled repayment remains unpaid more than 90 days;


                                     26.

<PAGE>

               (2) there is an outstanding principal balance existing on a loan
               after the last scheduled repayment date.

        Upon default or termination of employment, the entire outstanding
        principal and accrued interest shall be immediately due and payable. If
        a distributable event (as defined by the Code) has occurred, the
        Administrator shall direct the Trustee to foreclose on the promissory
        note and offset the Participant's vested Account by the outstanding
        balance of the loan. If a distributable event has not occurred, the
        Administrator shall direct the Trustee to foreclose on the promissory
        note and offset the Participant's vested Account as soon as a
        distributable event occurs.

        (f) PRE-EXISTING LOANS. The provision in paragraph (a) of this Section
        7.09 limiting a Participant to one outstanding loan shall not apply to
        loans made before the Employer adopted this prototype Plan document. A
        Participant may not apply for a new loan until all outstanding loans
        made before the Employer adopted this prototype Plan have been paid in
        full. The Trustee may accept any loans made before the Employer adopted
        this prototype Plan document except such loans which require the Trustee
        to hold as security for the loan property other than the Participant's
        vested Account.

        As of the effective date of amendment of this Plan in Section
        1.01(g)(2), the Trustee shall have the right to re-amortize the
        outstanding principal balance of any Participant loan that is
        delinquent. Such re-amortization shall be based upon the remaining life
        of the loan and the original maturity date may not be extended.

        Notwithstanding any other provision of this Plan, the portion of the
        Participant's vested Account used as a security interest held by the
        Plan by reason of a loan outstanding to the Participant shall be taken
        into account for purposes of determining the amount of the Account
        payable at the time of death or distribution, but only if the reduction
        is used as repayment of the loan. If less than 100% of the Participant's
        vested Account (determined without regard to the preceding sentence) is
        payable to the surviving spouse, then the Account shall be adjusted by
        first reducing the vested Account by the amount of the security used as
        repayment of the loan, and then determining the benefit payable to the
        surviving spouse.

        No loan to any Participant or Beneficiary can be made to the extent that
        such loan when added to the outstanding balance of all other loans to
        the Participant or Beneficiary would exceed the lesser of (a) $50,000
        reduced by the excess (if any) of the highest outstanding balance of
        loans during the one year period ending on the day before the loan is
        made over the outstanding balance of loans from the Plan on the date the
        loan is made, or (b) one-half the present value of the nonforfeitable
        Account of the Participant. For the purpose of the above limitation, all
        loans from all Plans of the Employer and Related Employers are
        aggregated.

7.10  IN-SERVICE/HARDSHIP WITHDRAWALS

Subject to the provisions of Article 8, a Participant shall not be permitted to
withdraw any Employer or Employee Contributions (and earnings thereon) prior to
retirement or termination of employment, except as follows:

        (a) AGE 59-1/2. If permitted under Section 1.11(b), a Participant who
        has attained the age of 59-1/2 is permitted to withdraw upon request all
        or any portion the Accounts specified by the Employer in 1.11(b).

        (b) HARDSHIP. If permitted under Section 1.10, a Participant may apply
        to the Administrator to withdraw some or all of his Deferral
        Contributions (and earnings thereon accrued as of December 31, 1988)
        and, if applicable, Rollover Contributions and such other amounts
        allowed by a predecessor Plan, if such withdrawal is made on account of
        a hardship. For purposes of this Section, a distribution is made on
        account of hardship if made on account of an immediate and heavy
        financial need of the Employee where such Employee lacks other available
        resources. Determinations with respect to hardship shall be made by the
        Administrator and shall be conclusive for purposes of the Plan, and
        shall be based on the following special rules:

               (1) The following are the only financial needs considered
               immediate and heavy: expenses incurred or necessary for medical
               care (within the meaning of Section 213(d) of the Code) of the
               Employee, the


                                     27.

<PAGE>

               Employee's spouse, children, or dependents; the purchase
               (excluding mortgage payments) of a principal residence for the
               Employee; payment of tuition and related educational fees for
               the next twelve (12) months of post-secondary education for the
               Employee, the Employee's spouse, children or dependents; or the
               need to prevent the eviction of the Employee from, or a
               foreclosure on the mortgage of, the Employee's principal
               residence.

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

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

                     (ii) The Employee suspends Deferral Contributions and
                     Employee Contributions to the Plan for the 12-month period
                     following the date of his hardship distribution. The
                     suspension must also apply to all elective contributions
                     and Employee contributions to all other qualified Plans and
                     non-qualified Plans maintained by the Employer, other than
                     any mandatory employer contribution portion of a defined
                     benefit Plan, including stock option, stock purchase and
                     other similar Plans, but not including health and welfare
                     benefit Plans (other than the cash or deferred arrangement
                     portion of a cafeteria Plan);

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

                     (iv) The Employee agrees to limit Deferral Contributions
                     (elective contributions) to the Plan and any other
                     qualified Plan maintained by the Employer for the
                     Employee's taxable year immediately following the taxable
                     year of the hardship distribution to the applicable limit
                     under Section 402(g) of the Code for such taxable year less
                     the amount of such Employee's Deferral Contributions for
                     the taxable year of the hardship distribution.

               (3) A Participant must obtain the consent of his or her spouse,
               if any, to obtain a hardship withdrawal, if the provisions of
               Section 8.03 apply to the Participant.

        (c) EMPLOYEE CONTRIBUTIONS. A Participant may elect to withdraw, in
        cash, up to one hundred percent of the amount then credited to his
        Employee Contribution Account. Such withdrawals shall be limited to one
        (1) per Plan Year unless this prototype Plan document is an amendment of
        a prior Plan document, in which case the rules and restrictions
        governing Employee contribution withdrawals, if any, are incorporated
        herein by reference.

7.11  PRIOR PLAN IN-SERVICE DISTRIBUTION RULES

If designated by the Employer in Section 1.11(b), or Section 1.11(c)(2) or (3)a
Participant shall be entitled to withdraw at anytime prior to his termination of
employment, subject to the provisions of Article 8 and the prior Plan, any
vested Employer Contributions maintained in a Participant's Account for the
specified period of time.

ARTICLE 8  DISTRIBUTION OF BENEFITS PAYABLE AFTER TERMINATION OF SERVICE.

8.01  DISTRIBUTION OF BENEFITS TO PARTICIPANTS AND BENEFICIARIES

        (a) Distributions from the Trust to a Participant or to the Beneficiary
        of the Participant shall be made in a lump sum in cash or, if elected by
        the Employer in Section 1.11, under a systematic withdrawal Plan


                                     28.

<PAGE>

        (installment(s)) upon retirement, death, disability, or other
        termination of employment, unless another form of distribution is
        required or permitted in accordance with paragraph (d) of this Section
        8.01 or Sections 1.11(c), 8.02, 8.03, 8.04 or 11.02. A distribution may
        be made in Fund Shares, at the election of the Participant, pursuant to
        the qualifying rollover of such distribution to a Fidelity Investments
        individual retirement account.

        (b) Distributions under a systematic withdrawal Plan must be made in
        substantially equal annual, or more frequent, installments, in cash,
        over a period certain which does not extend beyond the life expectancy
        of the Participant or the joint life expectancies of the Participant and
        his Beneficiary, or, if the Participant dies prior to the commencement
        of his benefits the life expectancy of the Participant's Beneficiary, as
        further described in Section 8.04.

        (c) Notwithstanding the provisions of Section 8.01(b) above, if a
        Participant's Account is, and at the time of any prior distribution(s)
        was, $3,500 or less, the balance of such Account shall be distributed in
        a lump sum as soon as practicable following retirement, disability,
        death or other termination of employment.

        (d) This paragraph (d) 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 Article 8, a
        distributee may elect, at the time and in the manner prescribed by the
        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. The following definitions shall apply
        for purposes of this paragraph (d):

               (1) Eligible rollover distribution. An eligible rollover
               distribution is any distribution of all or any portion of the
               balance to the credit of the distributee, except that an eligible
               rollover distribution does not include: 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
               Section 401(a)(9) of the Code; and the portion of any
               distribution that is not includable in gross income (determined
               without regard to the exclusion for net unrealized appreciation
               with respect to employer securities).

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

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

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

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

                      (A) the Plan Administrator clearly informs the Distributee
                      that the Distributee 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


                                     29.

<PAGE>

                      (B) the Distributee after receiving the notice
affirmatively elects a distribution.


8.02  ANNUITY DISTRIBUTIONS

If so provided in Section 1.11(c), a Participant may elect distributions made in
whole or in part in the form of an annuity contract subject to the provisions of
Section 8.03.

        (a) An annuity contract distributed under the Plan must be purchased
        from an insurance company and must be nontransferable. The terms of an
        annuity contract shall comply with the requirements of the Plan and
        distributions under such contract shall be made in accordance with
        Section 401(a)(9) of the Code and the regulations thereunder.

        (b) The payment period of an annuity contract distributed to the
        Participant pursuant to this Section may be as long as the Participant
        lives. If the annuity is payable to the Participant and his spouse or
        designated Beneficiary, the payment period of an annuity contract may be
        for as long as either the Participant or his spouse or designated
        Beneficiary lives. Such an annuity may provide for an annuity certain
        feature for a period not exceeding the life expectancy of the
        Participant. If the annuity is payable to the Participant and his spouse
        such period may not exceed the joint life and last survivor expectancy
        of the Participant and his spouse, or, if the annuity is payable to the
        Participant and a designated Beneficiary, the joint life and last
        survivor expectancy of the Participant and such Beneficiary. If the
        Participant dies prior to the commencement of his benefits, the payment
        period of an annuity contract distributed to the Beneficiary of the
        Participant may be as long as the Participant's Beneficiary lives, and
        may provide for an annuity certain feature for a period not exceeding
        the life expectancy of the Beneficiary. Any annuity contract distributed
        under the Plan must provide for non increasing payments.

8.03  JOINT AND SURVIVOR ANNUITIES/PRE-RETIREMENT SURVIVOR ANNUITIES

        (a) APPLICATION. The provisions of this Section supersede any
        conflicting provisions of the Plan; provided, however, that paragraph
        (b) of this Section shall not apply if the Participant's Account does
        not exceed or at the time of any prior distribution did not exceed
        $3,500. A Participant is described in this Section only if (i) the
        Participant has elected distribution of his Account in the form of an
        Annuity Contract in accordance with Section 8.02, or (ii) the Trustee
        has directly or indirectly received a transfer of assets from another
        Plan (including a predecessor Plan) to which Section 401(a)(11) of the
        Code applies with respect to such Participant.

        (b) RETIREMENT ANNUITY. Unless the Participant elects to waive the
        application of this subsection in a manner satisfying the requirements
        of subsection (d) below, to the extent applicable to the Participant,
        within the 90-day period preceding his Annuity Starting Date (which
        election may be revoked, and if revoked, remade, at any time in such
        period), the vested Account due any Participant to whom this subsection
        (b) applies will be paid to him by the purchase and delivery to him of
        an annuity contract described in Section 8.02 providing a life annuity
        only form of benefit or, if the Participant is married as of his Annuity
        Starting Date, providing an immediate annuity for the life of the
        Participant with a survivor annuity for the life of the Participant's
        spouse (determined as of the date of distribution of the contract) which
        is 50 percent of the amount of the annuity which is payable during the
        joint lives of the Participant and such spouse. The Participant may
        elect to receive distribution of his benefits in the form of such
        annuity as of the earliest date on which he could elect to receive
        retirement benefits under the Plan. Within the period beginning 90 days
        prior to the Participant's Annuity Starting Date and ending 30 days
        prior to such Date, the Administrator will provide such Participant with
        a written explanation of (i) the terms and conditions of the annuity
        contract described herein, (ii) the Participant's right to make and the
        effect of an election to waive application of this subsection, (iii) the
        rights of the Participant's spouse under subsection (d), and (iv) the
        right to revoke and the period of time effect of a revocation of the
        election to waive application of this subsection.


                                    30.

<PAGE>

        (c) ANNUITY DEATH BENEFIT. Unless the Participant elects to waive the
        application of this subsection in a manner satisfying the requirements
        of subsection (d) below at any time within the applicable election
        period (which election may be revoked, and if revoked, remade, at any
        time in such period), if a married Participant to whom this Section
        applies dies before his Annuity Starting Date, then notwithstanding any
        designation of a Beneficiary to the contrary, 50 percent of his vested
        Account will be applied to purchase an annuity contract described in
        Section 8.02 providing an annuity for the life of the Participant's
        surviving spouse, which contract will then be promptly distributed to
        such spouse. In lieu of the purchase of such an annuity contract, the
        spouse may elect in writing to receive distributions under the Plan as
        if he or she had been designated by the Participant as his Beneficiary
        with respect to 50 percent of his Account. For purposes of this
        subsection, the applicable election period will commence on the first
        day of the Plan Year in which the Participant attains age 35 and will
        end on the date of the Participant's death, provided that in the case of
        a Participant who terminates his employment the applicable election
        period with respect to benefits accrued prior to the date of such
        termination will in no event commence later than the date of his
        termination of employment. A Participant may elect to waive the
        application of this subsection prior to the Plan Year in which he
        attains age 35, provided that any such waiver will cease to be effective
        as of the first day of the Plan Year in which the Participant attains
        age 35.

        The Administrator will provide a Participant to whom this subsection
        applies with a written explanation with respect to the annuity death
        benefit described in this subsection (c) comparable to that required
        under subsection (b) above. Such explanation shall be furnished within
        whichever of the following periods ends last: (i) the period beginning
        with the first day of the Plan Year in which the Participant reaches age
        32 and ending with the end of the Plan Year preceding the Plan Year in
        which he reaches age 35, (ii) a reasonable perod ending after the
        Employee becomes a Participant, (iii) a reasonable period ending after
        this Section 8.04 first becomes applicable to the Participant in
        accordance with Section 8.04(a), (iv) in the case of a Participant who
        separates from service before age 35, a reasonable period of time ending
        after separation from service. For purposes of the preceding sentence,
        the two-year period beginning one year prior to the date of the event
        described in clause (ii), (iii) or (iv), whichever is applicable, and
        ending one year after such date shall be considered reasonable,
        provided, that in the case of a Participant who separates from service
        under (iv) above and subsequently recommences employment with the
        Employer, the applicable period for such Participant shall be
        predetermined in accordance with this subsection.

        (d) REQUIREMENTS OF ELECTIONS. This subsection will be satisfied with
        respect to a waiver or designation which is required to satisfy this
        subsection if such waiver or designation is in writing and either

               (1) the Participant's spouse consents thereto in writing, which
               consent must acknowledge the effect of such waiver or designation
               and be witnessed by a notary public or Plan representative, or

               (2) the Participant establishes to the satisfaction of the
               Administrator that the consent of the Participant's spouse cannot
               be obtained because there is no spouse, because the spouse cannot
               be located or because of such other circumstances as the
               Secretary of Treasury may prescribe.

               Any consent by a spouse, or establishment that the consent of a
               spouse may not be obtained, will be effective only with respect
               to a specific Beneficiary (including any class of beneficiaries
               or any contingent beneficiaries) or form of benefits identified
               in the Participant's waiver or designation, unless the consent of
               the spouse expressly permits designations by the Participant
               without any requirement of further consent by the spouse. A
               consent which permits such designations by the Participant shall
               acknowledge that the spouse has the right to limit consent to a
               specific Beneficiary and form of benefits and that the spouse
               voluntarily elects to relinquish both such rights. A consent by a
               spouse shall be irrevocable once made. Any such consent, or
               establishment that such consent may not be obtained, will be
               effective only with respect to such spouse. For purposes of
               subsections (b) and (c) above, no consent of a spouse shall be
               valid unless the notice required by such subsection, whichever is
               applicable, has been provided to the Participant.

        (e) FORMER SPOUSE. For purposes of this Section 8.03, a former spouse of
        a Participant will be treated as the spouse or surviving spouse of the
        Participant, and a current spouse will not be so treated, to the extent
        required under a qualified domestic relations order, as defined in
        Section 414(p) of the Code.


                                     31.

<PAGE>


        (f) VESTED ACCOUNT BALANCE. For purposes of this Section, vested Account
        shall include the aggregate value of the Participant's vested Account
        derived from Employer and Employee contributions (including rollovers),
        whether vested before or upon death. The provisions of this Section
        shall apply to a Participant who is vested in amounts attributable to
        Employer contributions, Employee contributions, or both, upon death or
        at the time of distribution.


8.04  INSTALLMENT DISTRIBUTIONS

This Section shall be interpreted and applied in accordance with the regulations
under Section 401(a)(9) of the Code, including the minimum distribution
incidental benefit requirement of section 1.401(a)(9)-2 of the regulations.

        (a) IN GENERAL. If a Participant's benefit may be distributed in
        accordance with Section 8.01(b), the amount to be distributed for each
        calendar year for which a minimum distribution is required shall be at
        least an amount equal to the quotient obtained by dividing the
        Participant's interest in his Account by the life expectancy of the
        Participant or Beneficiary or the joint life and last survivor
        expectancy of the Participant and his Beneficiary, whichever is
        applicable. For calendar years beginning before January 1, 1989, if a
        Participant's Beneficiary is not his spouse, the method of distribution
        selected must insure that at least 50 percent of the present value of
        the amount available for distribution is paid within the life expectancy
        of the Participant. For calendar years beginning after December 31, 1988
        the amount to be distributed for each calendar year shall not be less
        than an amount equal to the quotient obtained by dividing the
        Participant's interest in his Account by the lesser of (i) the
        applicable life expectancy under Section 8.01(b), or (ii) if a
        Participant's Beneficiary is not his spouse, the applicable divisor
        determined under Section 1.401(a)(9)-2, Q&A 4 of the Proposed Treasury
        Regulations, or any successor regulations of similar import.
        Distributions after the death of the Participant shall be made using the
        applicable life expectancy under (i) above, without regard to Section
        1.401(a)(9)-2 of such regulations.

        The minimum distribution required under this subsection (a) for the
        calendar year immediately preceding the calendar year in which the
        Participant's required beginning date, as determined under Section
        8.08(b), occurs shall be made on or before the Participant's required
        beginning date, as so determined. Minimum distributions for other
        calendar years shall be made on or before the close of such calendar
        year.

        (b) ADDITIONAL REQUIREMENTS FOR DISTRIBUTIONS AFTER DEATH OF
        PARTICIPANT.

               (1) DISTRIBUTION BEGINNING BEFORE DEATH. If the Participant dies
               before distribution of his benefits has begun, distributions
               shall be made in accordance with the provisions of this
               paragraph. Distributions under Section 8.01(a) shall be completed
               by the close of the calendar year in which the fifth anniversary
               of the death of the Participant occurs. Distributions under
               Section 8.01(b) shall commence, if the Beneficiary is not the
               Participant's spouse, not later than the close of the calendar
               year immediately following the calendar year in which the death
               of the Participant occurs. Distributions under Section 8.01(b) to
               a Beneficiary who is the Participant's surviving spouse shall
               commence not later than the close of the calendar year in which
               the Participant would have attained age 70-1/2 or, if later, the
               close of the calendar year immediately following the calendar
               year in which the death of the Participant occurs. In the event
               such spouse dies prior to the date distribution to him or her
               commences, he or she will be treated for purposes of this
               subsection (other than the preceding sentence) as if he or she
               were the Participant. If the Participant has not designated a
               Beneficiary, or the Participant or Beneficiary has not
               effectively selected a method of distribution, distribution of
               the Participant's benefit shall be completed by the close of the
               calendar year in which the fifth anniversary of the death of the
               Participant occurs.

               Any amount paid to a child of the Participant will be treated as
               if it had been paid to the surviving spouse if the amount becomes
               payable to the surviving spouse when the child reaches the age of
               majority.


                                     32.

<PAGE>

               For purposes of this subsection (b)(1), the life expectancy of a
               Beneficiary who is the Participant's surviving spouse shall be
               recalculated annually unless the Participant's spouse irrevocably
               elects otherwise prior to the time distributions are required to
               begin. Life expectancy shall be computed in accordance with the
               provisions of subsection (a) above.

               (2) DISTRIBUTION BEGINNING AFTER DEATH. If the Participant dies
               after distribution of his benefits has begun, distributions to
               the Participant's Beneficiary will be made at least as rapidly as
               under the method of distribution being used as of the date of the
               Participant's death.

        For purposes of this Section 8.04(b), distribution of a Participant's
        interest in his Account will be considered to begin as of the
        Participant's required beginning date, as determined under Section
        8.08(b). If distribution in the form of an annuity irrevocably commences
        prior to such date, distribution will be considered to begin as of the
        actual date distribution commences.

        (c) LIFE EXPECTANCY. For purposes of this Section, life expectancy shall
        be recalculated annually in the case of the Participant or a Beneficiary
        who is the Participant's spouse unless the Participant or Beneficiary
        irrevocably elects otherwise prior to the time distributions are
        required to begin. If not recalculated in accordance with the foregoing,
        life expectancy shall be calculated using the attained age of the
        Participant or Beneficiary, whichever is applicable, as of such
        individual's birth date in the first year for which a minimum
        distribution is required reduced by one for each elapsed calendar year
        since the date life expectancy was first calculated. For purposes of
        this Section, life expectancy and joint life and last survivor
        expectancy shall be computed by use of the expected return multiples in
        Table V and VI of section 1.72-9 of the income tax Regulations.

        A Participant's interest in his Account for purposes of this Section
        8.04 shall be determined as of the last valuation date in the calendar
        year immediately preceding the calendar year for which a minimum
        distribution is required, increased by the amount of any contributions
        allocated to, and decreased by any distributions from, such Account
        after the valuation date. Any distribution for the first year for which
        a minimum distribution is required made after the close of such year
        shall be treated as if made prior to the close of such year.


8.05  IMMEDIATE DISTRIBUTIONS

If the Account distributable to a Participant exceeds, or at the time of any
prior distribution exceeded, $3,500, no distribution will be made to the
Participant before he reaches his Normal Retirement Age (or age 62, if later),
unless the written consent of the Participant has been obtained. Such consent
shall be made in writing within the 90-day period ending on the Participant's
Annuity Starting Date. Within the period beginning 90 days before the
Participant's Annuity Starting Date and ending 30 days before such Date, the
Administrator will provide such Participant with written notice comparable to
the notice described in Section 8.03(b) containing a general description of the
material features and an explanation of the relative values of the optional
forms of benefit available under the Plan and informing the Participant of his
right to defer receipt of the distribution until his Normal Retirement Age (or
age 62, if later).

The consent of the Participant's spouse must also be obtained if the Participant
is subject to the provisions of Section 8.03(a), unless the distribution will be
made in the form of the applicable retirement annuity contract described in
Section 8.03(b). A spouse's consent to early distribution, if required, must
satisfy the requirements of Section 8.03(d).

Neither the consent of the Participant nor the Participant's spouse shall be
required to the extent that a distribution is required to satisfy Section
401(a)(9) or Section 415 of the Code. In addition, upon termination of the Plan
if it does not offer an annuity option (purchased from a commercial provider)
and if the Employer or any Related Employer does not maintain another defined
contribution Plan (other than an


                                     33.

<PAGE>

Employee stock ownership Plan as defined in Code Section 4975(e)(7)) the
Participant's Account will, without the Participant's consent, be distributed
to the Participant. However, if any Related Employer maintains another
defined contribution Plan (other than an Employee stock ownership Plan as
defined in Section 4975(e)(7) of the Code) then the Participant's Account
will be transferred, without the Participant's consent, to the other Plan if
the Participant does not consent to an immediate distribution.

8.06  DETERMINATION OF METHOD OF DISTRIBUTION

The Participant will determine the method of distribution of benefits to himself
and may determine the method of distribution to his Beneficiary. Such
determination will be made prior to the time benefits become payable under the
Plan. If the Participant does not determine the method of distribution to his
Beneficiary or if the Participant permits his Beneficiary to override his
determination, the Beneficiary, in the event of the Participant's death, will
determine the method of distribution of benefits to himself as if he were the
Participant. A determination by the Beneficiary must be made no later than the
close of the calendar year in which distribution would be required to begin
under Section 8.04(b) or, if earlier, the close of the calendar year in which
the fifth anniversary of the death of the Participant occurs.


8.07  NOTICE TO TRUSTEE

The Administrator Will notify the Trustee in a medium acceptable to the Trustee
whenever any Participant or Beneficiary is entitled to receive benefits under
the Plan. The Administrator's notice shall indicate the form of benefits that
such Participant or Beneficiary shall receive and (in the case of distributions
to a Participant) the name of any designated Beneficiary or Beneficiaries.


8.08  TIME OF DISTRIBUTION

In no event will distribution to a Participant be made later than the earlier of
the dates described in (a) and (b) below:

        (a) Absent the consent of the Participant (and his spouse, if
        appropriate), the 60th day after the close of the Plan Year in which
        occurs the later of the date on which the Participant attains age 65,
        the date on which the Participant, ceases to be employed by the
        Employer; or the 10th anniversary of the year in which the Participant
        commenced participation in the Plan; and

        (b) April 1 of the calendar year first following the calendar year in
        which the Participant attains age 70-1/2 or, in the case of a
        Participant who had attained age 70-1/2 before January 1, 1988, the
        required beginning date determined in accordance with (1) or (2) below:

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

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

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

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

Notwithstanding the foregoing, in the case of a Participant who attained age
70-1/2 during 1988 and who had not retired prior to January 1, 1989, the
required beginning date described in this paragraph shall be April 1, 1990.

Notwithstanding (a) above, the failure of a Participant (and spouse) to consent
to a distribution while a benefit is immediately distributable, within the
meaning of Section 8.05, shall be deemed to be an election to defer


                                    34.

<PAGE>

commencement of payment of any benefit sufficient to satisfy (a) above. Once
distributions have begun to a 5-percent owner under (b) above, they must
continue to be distributed, even if the Participant ceases to be a 5-percent
owner in a subsequent year. For purposes of (b) above, a Participant is
treated as a 5-percent owner if such Participant is a 5-percent owner as
defined in Section 416(i) of the Code (determined in accordance with Section
416 but without regard to whether the Plan is top-heavy) at any time during
the Plan year ending with or within the calendar year in which such owner
attains age 66-1/2 or any subsequent Plan year.

The Administrator shall notify the Trustee in a medium acceptable to the Trustee
whenever a distribution is necessary in order to comply with the minimum
distribution rules set forth in this Section.


8.09  WHEREABOUTS OF PARTICIPANTS AND BENEFICIARIES

The Administrator will at all times be responsible for determining the
whereabouts of each Participant or Beneficiary who may be entitled to benefits
under the Plan and will at all times be responsible for instructing the Trustee
in writing as to the current address of each such Participant or Beneficiary.
The Trustee will be entitled to rely on the latest written statement received
from the Administrator as to such addresses. The Trustee will be under no duty
to make any distributions under the Plan unless and until it has received
written instructions from the Administrator satisfactory to the Trustee
containing the name and address of the distributor, the time when the
distribution is to occur, and the form which the distribution will take.
Notwithstanding the foregoing, if the Trustee attempts to make a distribution in
accordance with the Administrator's instructions but is unable to make such
distribution because the whereabouts of the distributee is unknown, the Trustee
will notify the Administrator of such situation and thereafter the Trustee will
be under no duty to make any further distributions to such distributee until it
receives further written instructions from the Administrator. If a benefit is
forfeited because the Administrator determines that the Participant or
beneficiary cannot be found, such benefit will be reinstated by the Sponsor if a
clam is filed by the Participant or Beneficiary with the Administrator and the
Administrator confirms the claim to the Sponsor.

ARTICLE 9  TOP-HEAVY PROVISIONS.

9.01  APPLICATION

If the Plan is or becomes a Top-Heavy Plan in any Plan Year or is automatically
deemed to be Top-Heavy in accordance with the Employer's election in Section
1.12(a)(1) of the Adoption Agreement, the provisions of this Article 9 shall
supersede any conflicting provision in the Plan.

9.02  DEFINITIONS

For purposes of this Article 9, the following terms have the meanings set forth
below:

        (a) KEY EMPLOYEE. Any Employee or former Employee (and the Beneficiary
        of any such Employee) who at any time during the determination period
        was (i) an officer of the Employer whose annual Compensation exceeds 50
        percent of the dollar limitation under Section 415(b)(1)(A) of the Code,
        (ii) an owner (or considered an owner under Section 318 of the Code) of
        one of the ten largest interests in the Employer if such individual's
        annual Compensation exceeds the dollar limitation under Section
        415(c)(1)(A) of the Code, (iii) a 5-percent owner of the Employer, or
        (iv) a 1-percent owner of the Employer who has annual Compensation of
        more than $150,000. For purposes of this paragraph, the determination
        period is the Plan Year containing the Determination Date and the four
        preceding Plan Years. The determination of who is a Key Employee shall
        be made in accordance with Section 416(i)(1) of the Code and the
        regulations thereunder. Annual Compensation means Compensation as
        defined in Section 5.03(e)(2), but including amounts contributed by the
        Employer pursuant to a salary reduction agreement which are excludable
        from the Employee's gross income under Section 125, Section 402(a)(8),
        and Section 403(b) of the Code.


                                     35.

<PAGE>

        (b) TOP-HEAVY PLAN. The Plan is a Top-Heavy Plan if any of the following
        conditions exists:

               (1) the Top-Heavy Ratio for the Plan exceeds 60 percent and the
               Plan is not part of any Required Aggregation Group or Permissive
               Aggregation Group;

               (2) the Plan is a part of a Required Aggregation Group but not
               part of a Permissive Aggregation Group and the Top-Heavy Ratio
               for the Required Aggregation Group exceeds 60 percent; or

               (3) the Plan is a part of a Required Aggregation Group and a
               Permissive Aggregation Group and the Top-Heavy Ratio for both
               Groups exceeds 60 percent.

        (c) TOP-HEAVY RATIO.

               (1) With respect to this Plan, or with respect to any Required
               Aggregation Group or Permissive Aggregation Group that consists
               solely of defined contribution Plans (including any simplified
               Employee pension Plans) and the Employer has not maintained any
               defined benefit Plan which during the 5-year period ending on the
               determination date(s) has or has had accrued benefits, the
               Top-Heavy Ratio is a fraction, the numerator of which is the sum
               of the account balances of all Key Employees under the Plans as
               of the Determination Date (including any part of any account
               balance distributed in the 5-year period ending on the
               Determination Date), and the denominator of which is the sum of
               all account balances (including any part of any account balance
               distributed in the 5-year period ending on the Determination
               Date) of all Participants under the Plans as of the Determination
               Date. Both the numerator and denominator of the Top-Heavy Ratio
               shall be increased, to the extent required by Section 416 of the
               Code, to reflect any contribution which is due but unpaid as of
               the Determination Date.

               (2) With respect to any Required Aggregation Group or Permissive
               Aggregation Group that includes one or more defined benefit Plans
               which, during the 5-year period ending on the Determination Date,
               has covered or could cover a Participant in this Plan, the
               Top-Heavy Ratio is a fraction, the numerator of which is the sum
               of the account balances under the defined contribution Plans for
               all Key Employees and the present value of accrued benefits under
               the defined benefit Plans for all Key Employees, and the
               denominator of which is the sum of the account balances under the
               defined contribution Plans for all Participants and the present
               value of accrued benefits under the defined benefit Plans for all
               Participants. Both the numerator and denominator of the Top-Heavy
               Ratio shall be increased for any distribution of an account
               balance or an accrued benefit made in the 5-year period ending on
               the Determination Date and any contribution due but unpaid as of
               the Determination Date.

               (3) For purposes of (1) and (2) above, the value of Accounts and
               the present value of accrued benefits will be determined as of
               the most recent Valuation Date that falls within or ends with the
               12-month period ending on the Determination Date, except as
               provided in Section 416 of the Code and the regulations
               thereunder for the first and second Plan years of a defined
               benefit Plan. The Account and accrued benefits of a Participant
               (i) who is not a Key Employee but who was a Key Employee in a
               prior year, or (ii) who has not been credited with at least one
               Hour of Service with the Employer at any time during the 5-year
               period ending on the Determination Date, will be disregarded. The
               calculation of the Top-Heavy Ratio, and the extent to which
               distributions, rollovers, and transfers are taken into account,
               shall be made in accordance with Section 416 of the Code and the
               regulations thereunder. Deductible Employee contributions shall
               not be taken into account for purposes of computing the Top-Heavy
               Ratio. When aggregating Plans, the value of Accounts and accrued
               benefits shall be calculated with reference to the Determination
               Dates that fall within the same calendar year.

               For purposes of determining if the Plan, or any other Plan
               included in a Required Aggregation Group of which this Plan is a
               part, is a Top-Heavy Plan, the accrued benefit in a defined
               benefit Plan of an Employee other than a Key Employee shall be
               determined under (a) the method, if any, that uniformly applies
               for accrual purposes under all Plans maintained by the Employer,
               or (b) if there is


                                    36.

<PAGE>

               no such method, as if such benefit accrued not more rapidly
               than the slowest accrual rate permitted under the fractional
               accrual rate of Section 41l(b)(1)(C) of the Code.

        (d) PERMISSIVE AGGREGATION GROUP. The Required Aggregation Group plus
        any other qualified Plans of the Employer or a Related Employer which,
        when considered as a group with the Required Aggregation Group, would
        continue to satisfy the requirements of Sections 401(a)(4) and 410 of
        the Code.

        (e) REQUIRED AGGREGATION GROUP.

               (1) Each qualified Plan of the Employer or Related Employer in
               which at least one Key Employee participates, or has participated
               at any time during the determination period (regardless of
               whether the Plan has terminated), and

               (2) any other qualified Plan of the Employer or Related Employer
               which enables a Plan described in (1) above to meet the
               requirements of Sections 401(a)(4) or 410 of the Code.

        (f) DETERMINATION DATE. For any Plan Year of the Plan subsequent to the
        first Plan Year, the last day of the preceding Plan Year. For the first
        Plan Year of the Plan, the last day of that Plan Year.

        (g) VALUATION DATE.  The Determination Date.

        (h) PRESENT VALUE. Present value shall be based only on the interest
        rate and mortality table specified in the Adoption Agreement.

9.03  MINIMUM CONTRIBUTION

        (a) Except as otherwise provided in (b) and (c) below, the Discretionary
        Contributions made on behalf of any Participant who is not a Key
        Employee shall not be less than the lesser of 3 percent (or such other
        percent elected by the Employer in Section 1.12(c)) of such
        Participant's Compensation or, in the case where the Employer has no
        defined benefit Plan which designates this Plan to satisfy Section 401
        of the Code, the largest percentage of Employer contributions, as a
        percentage of the Key Employee's Compensation, as limited by Section
        401(a)(17) of the Code, made on behalf of any Key Employee for that
        year. For purposes of computing the minimum contribution, Compensation
        shall mean Compensation as limited by Section 401(a)(17) of the Code.
        Further, the minimum contribution under this Section 9.03, shall be made
        even though, under other Plan provisions, the Participant would not
        otherwise be entitled to receive a contribution, or would have received
        a lesser contribution for the year, because (i) the Participant failed
        to complete 1,000 Hours of Service or any equivalent service requirement
        provided in the Adoption Agreement; or (ii) the Participant's
        Compensation was less than a stated amount.

        (b) The provisions of (a) above shall not apply to any Participant who
        was not employed by the Employer on the last day of the Plan Year.

        (c) The Employer contributions for the Plan Year made on behalf of each
        Participant who is not a Key Employee and who is a Participant in a
        defined benefit Plan maintained by the Employer shall not be less than 5
        percent of such Participant's Compensation, unless the Employer has
        provided in Section 1.12(c) that the minimum contribution requirement
        will be met in the other Plan or Plans of the Employer.

        (d) The minimum contribution required under (a) above (to the extent
        required to be nonforfeitable under Section 416(b) of the Code) may not
        be forfeited under Section 41l(a)(3)(B) or 41l(a)(3)(D) of the Code.


                                     37.

<PAGE>

9.04  ADJUSTMENT TO THE LIMITATION ON CONTRIBUTIONS AND BENEFITS

If this Plan is in Top-Heavy status, the number 100 shall be substituted for the
number 125 in subsections (e)(3) and (e)(4) of Section 5.03. However, this
substitution shall not take effect with respect to this Plan in any Plan Year in
which the following requirements are satisfied:

        (a) The Employer contributions for such Plan Year made on behalf of each
        Participant who is not a Key Employee and who is a Participant in a
        defined benefit Plan maintained by the Employer is not less than 7-1/2
        percent of such Participant's Compensation.

        (b) The sum of the present value as of the Determination Date of (i) the
        aggregate accounts of all Key Employees under all defined contribution
        Plans of the Employer and (ii) the cumulative accrued benefits of all
        Key Employees under all defined benefit Plans of the Employer does not
        exceed 90 percent of the same amounts determined for all Participants
        under all Plans of the Employer that are Top-Heavy Plans, excluding
        Accounts and accrued benefits for Employees who formerly were but are no
        longer Key Employees.

        The substitutions of the number 100 for 125 shall not take effect in any
        limitation Year with respect to any Participant for whom no benefits are
        accrued or contributions made for such Year.

9.05  MINIMUM VESTING

For any Plan Year in which the Plan is a Top-Heavy Plan and all Plan Years
thereafter, the Top-Heavy vesting schedule elected in Section 1.07(a)(1) or
1.12(d), as applicable, will automatically apply to the Plan. The Top-Heavy
vesting schedule applies to all benefits within the meaning of Section 411(a)(7)
of the Code except those attributable to Employee Contributions or those already
subject to a vesting schedule which vests at least as rapidly in all cases as
the schedule elected in Section 1.12(d), including benefits accrued before the
Plan becomes a Top-Heavy Plan. Further, no decrease in a Participant's
nonforfeitable percentage may occur in the event the Plan's status as a
Top-Heavy Plan changes for any Plan Year. However, this Section 9.05 does not
apply to the Account of any Employee who does not have an Hour of Service after
the Plan has initially become a Top-Heavy Plan and such Employee's Account
attributable to Employer Contributions will be determined without regard to this
Section 9.05.

ARTICLE 10  AMENDMENT AND TERMINATION.

10.01  AMENDMENT BY EMPLOYER

The Employer reserves the authority, subject to the provisions of Article 1 and
Section 10.03, to amend the Plan:

        (a) CHANGING ELECTIONS CONTAINED IN THE ADOPTION AGREEMENT. By filing
        with the Trustee an amended Adoption Agreement, executed by the Employer
        only, on which said Employer has indicated a change or changes in
        provisions previously elected by it. Such changes are to be effective on
        the effective date of such amended Adoption Agreement except that
        retroactive changes to a previous election or elections pursuant to the
        regulations issued under Section 401(a)(4) of the Code shall be
        permitted. Any such change notwithstanding, no Participant's Account
        shall be reduced by such change below the amount to which the
        Participant would have been entitled if he had voluntarily left the
        employ of the Employer immediately prior to the date of the change. The
        Employer may from time to time make any amendment to the Plan that may
        be necessary to satisfy Sections 415 or 416 of the Code because of the
        required aggregation of multiple Plans by completing overriding Plan
        language in the Adoption Agreement. The Employer may also add certain
        model amendments published by the Internal Revenue Service which
        specifically provide that their adoption will not cause the Plan to be
        treated as an individually designed Plan; or

        (b) OTHER CHANGES. By amending any provision of the Plan for any reason
        other than those specified in (a) above. However, upon making such
        amendment, including a waiver of the minimum funding requirement


                                      38.

<PAGE>

        under Section 412(d) of the Code, the Employer may no longer
        participate in this prototype Plan arrangement and will be deemed to
        have an individually designed Plan. Following such amendment, the
        Trustee may transfer the assets of the Trust to the trust forming part
        of such newly adopted Plan upon receipt of sufficient evidence (such as
        a determination letter or opinion letter from the Internal Revenue
        Service or an opinion of counsel satisfactory to the Trustee) that such
        trust will be a qualified trust under the Code.

        (c) AMENDMENT PROCEDURE. The Employer reserves the authority to amend
        the Plan by filing with the Trustee an amended Adoption Agreement,
        executed by the Employer only, on which said Employer has indicated a
        change or changes in provisions previously elected by it. Such change(s)
        is/are to be effective on the effective date of such amended Adoption
        Agreement. The Employer may from time to time make any amendment to the
        Plan that may be necessary to satisfy the Internal Revenue Code or
        ERISA. The Board of Directors for a Corporate Employer or other
        individual specified in the resolution adopting this Plan shall act on
        behalf of a Corporation.

10.02  AMENDMENT BY PROTOTYPE SPONSOR

The Prototype Sponsor may in its discretion amend the Plan or the Adoption
Agreement at any time, subject to the provisions of Article 1 and Section 10.03,
and provided that the Prototype Sponsor mails a copy of such amendment to the
Employer at its last known address as shown on the books of the Prototype
Sponsor.

10.03  AMENDMENTS AFFECTING VESTED AND/OR ACCRUED BENEFITS

        (a) Except as permitted by Section 10.04, no amendment to the Plan shall
        be effective to the extent that it has the effect of decreasing a
        Participant's Account or eliminating an optional form of benefit with
        respect to benefits attributable to service before the amendment.
        Furthermore, if the vesting schedule of the Plan is amended, the
        nonforfeitable interest of a Participant in his Account, determined as
        of the later of the date the amendment is adopted or the date it becomes
        effective, will not be less than the Participant's nonforfeitable
        interest in his Account determined without regard to such amendment.

        (b) If the Plan's vesting schedule is amended, including any amendment
        resulting from a change to or from Top-Heavy Plan status, or the Plan is
        amended in any way that directly or indirectly affects the computation
        of a Participant's nonforfeitable interest in his Account, each
        Participant with at least three (3) Years of Service for Vesting with
        the Employer may elect, within a reasonable period after the adoption of
        the amendment, to have the nonforfeitable percentage of his Account
        computed under the Plan without regard to such amendment. The
        Participant's election may be made within 60 days from the latest of (i)
        the date the amendment is adopted; (ii) the date the amendment becomes
        effective; or (iii) the date the Participant is issued written notice of
        the amendment by the Employer or the Administrator.

10.04  RETROACTIVE AMENDMENTS

An amendment made by the sponsor in accordance with Section 10.02 may be made
effective on a date prior to the first day of the Plan Year in which it is
adopted if such amendment is necessary or appropriate to enable the Plan and
Trust to satisfy the applicable requirements of the Code or to conform the Plan
to any change in federal law, or to any regulations or ruling thereunder. Any
retroactive amendment by the Employer shall be subject to the provisions of
Section 10.01.

10.05  TERMINATION

The Employer has adopted the Plan with the intention and expectation that
contributions will be continued indefinitely. However, said Employer has no
obligation or liability whatsoever to maintain the Plan for any length


                                    39.

<PAGE>

of time and may discontinue contributions under the Plan or terminate the
Plan at any time by written notice delivered to the Trustee without any
liability hereunder for any such discontinuance or termination.

10.06  DISTRIBUTION UPON TERMINATION OF THE PLAN

Upon termination or partial termination of the Plan or complete discontinuance
of contributions thereunder, each Participant (including a terminated
Participant with respect to amounts not previously forfeited by him) who is
affected by such termination or partial termination or discontinuance will have
a fully vested interest in his Account, and, subject to Section 4.05 and Article
8, the Trustee will distribute to each Participant or other person entitled to
distribution the balance of the Participant's Account in a single lump sum
payment. In the absence of such instructions, the Trustee will notify the
Administrator of such situation and the Trustee will be under no duty to make
any distributions under the Plan until it receives written instructions from the
Administrator. Upon the completion of such distributions, the Trust will
terminate, the Trustee will be relieved from all liability under the Trust, and
no Participant or other person will have any claims thereunder, except as
required by applicable law.

10.07  MERGER OR CONSOLIDATION OF PLAN; TRANSFER OF PLAN ASSETS

In case of any merger or consolidation of the Plan with, or transfer of assets
and liabilities of the Plan to, any other Plan, provision must be made so that
each Participant would, if the Plan then terminated, receive a benefit
immediately after the merger, consolidation or transfer which is equal to or
greater than the benefit he would have been entitled to receive immediately
before the merger, consolidation or transfer if the Plan had then terminated.

ARTICLE 11 AMENDMENT AND CONTINUATION OF PREDECESSOR PLAN; TRANSFER OF FUNDS TO
           OR FROM OTHER QUALIFIED PLANS

11.01  AMENDMENT AND CONTINUATION OF PREDECESSOR PLAN

In the event the Employer has previously established a Plan (the "predecessor
Plan") which is a defined contribution Plan under the Code and which on the date
of adoption of the Plan meets the applicable requirements of section 401(a) of
the Code, the Employer may, in accordance with the provisions of the predecessor
Plan, amend and continue the predecessor Plan in the form of the Plan and become
the Employer hereunder, subject to the following:

        (a) Subject to the provisions of the Plan, each individual who was a
        Participant or former Participant in the predecessor Plan immediately
        prior to the effective date of such amendment and continuation will
        become a Participant or former Participant in the Plan;

        (b) No election may be made under the vesting provisions of the Adoption
        Agreement if such election would reduce the benefits of a Participant
        under the Plan to less than the benefits to which he would have been
        entitled if he voluntarily separated from the service of the Employer
        immediately prior to such amendment and continuation;

        (c) No amendment to the Plan shall decrease a Participant's accrued
        benefit or eliminate an optional form of benefit and if the amendment of
        the predecessor Plan in the form of the Plan results in a change in the
        method of crediting service for vesting purposes between the general
        method set forth in Section 2530.200b-2 of the Department of Labor
        Regulations and the elapsed time method in Section 2.01(a)(33) of the
        Plan, each Participant with respect to whom the method of crediting
        vesting service is changed shall be treated in the manner set forth by
        the provisions of Section 1.410(a)-7(f)(1) of the Treasury Regulations
        which are incorporated herein by reference.


                                     40.

<PAGE>

        (d) The amounts standing to the credit of a Participant's Account
        immediately prior to such amendment and continuation which represent the
        amounts properly attributable to (i) contributions by the Participant
        and (ii) contributions by the Employer and forfeitures will constitute
        the opening balance of his Account or Accounts under the Plan;

        (e) Amounts being paid to a former Participant or to a Beneficiary in
        accordance with the provisions of the predecessor Plan will continue to
        be paid in accordance with such provisions;

        (f) Any election and waiver of the qualified pre-retirement annuity in
        effect after August 23, 1984, under the predecessor Plan immediately
        before such amendment and continuation will be deemed a valid election
        and waiver of Beneficiary under Section 8.04 if such designation
        satisfies the requirements of Section 8.04(d), unless and until the
        Participant revokes such election and waiver under the Plan; and

        (g) Unless the Employer and the Trustee agree otherwise, all assets of
        the predecessor trust will be deemed to be assets of the Trust as of the
        effective date of such amendment. Such assets will be invested by the
        Trustee as soon as reasonably practicable pursuant to Article 6. The
        Employer agrees to assist the Trustee in any way requested by the
        Trustee in order to facilitate the transfer of assets from the
        predecessor trust to the Trust Fund.

11.02  TRANSFER OF FUNDS FROM AN EXISTING PLAN

The Employer may from time to time direct the Trustee, in accordance with such
rules as the Trustee may establish, to accept cash, allowable Fund Shares or
Participant loan promissory notes transferred for the benefit of Participants
from a trust forming part of another qualified Plan under the Code, provided
such Plan is a defined contribution Plan. Such transferred assets will become
assets of the Trust as of the date they are received by the Trustee. Such
transferred assets will be credited to Participants' Account in accordance with
their respective interests immediately upon receipt by the Trustee. A
Participant's interest under the Plan in transferred assets which were fully
vested and nonforfeitable under the transferring Plan will be fully vested and
nonforfeitable at all times. Such transferred assets will be invested by the
Trustee in accordance with the provisions of paragraph (g) of Section 11.01 as
if such assets were transferred from a predecessor Plan. No transfer of assets
in accordance with this Section may cause a loss of an accrued or optional form
of benefit protected by Section 411 (d)(6) of the Code.

11.03  ACCEPTANCE OF ASSETS BY TRUSTEE

The Trustee will not accept assets which are not either in a medium proper for
investment under the Plan, as set forth in Section 1.14(b), or in cash. Such
assets shall be accompanied by written instructions showing separately the
respective contributions by the prior employer and by the Employee, and
identifying the assets attributable to such contributions. The Trustee shall
establish such accounts as may be necessary or appropriate to reflect such
contributions under the Plan. The Trustee shall hold such assets for investment
in accordance with the provisions of Article 6, and shall in accordance with the
written instructions of the Employer make appropriate credits to the Accounts of
the Participants for whose benefit assets have been transferred.

11.04  TRANSFER OF ASSETS FROM TRUST

The Employer may direct the Trustee to transfer all or a specified portion of
the Trust assets to any other Plan or Plans maintained by the Employer or the
employer or employers of a former Participant or Participants, provided that the
Trustee has received evidence satisfactory to it that such other Plan meets all
applicable requirements of the Code. The assets so transferred shall be
accompanied by written instructions from the Employer naming the persons for
whose benefit such assets have been transferred, showing separately the
respective contributions by the Employer and by each Participant, if any, and
identifying the assets attributable to the various contributions. The Trustee
shall have no further liabilities with respect to assets so transferred.


                                      41.

<PAGE>

ARTICLE 12  MISCELLANEOUS

12.01  COMMUNICATION TO PARTICIPANTS

The Plan will be communicated to all Participants by the Employer promptly after
the Plan is adopted.

12.02  LIMITATION OF RIGHTS

Neither the establishment of the Plan and the Trust, nor any amendment thereof,
nor the creation of any fund or account, nor the payment of any benefits, will
be construed as giving to any Participant or other person any legal or equitable
right against the Employer, Administrator or Trustee, except as provided herein;
and in no event will the terms of employment or service of any Participant be
modified or in any way affected hereby. It is a condition of the Plan, and each
Participant expressly agrees by his participation herein, that each Participant
will look solely to the assets held in the Trust for the payment of any benefit
to which he is entitled under the Plan.

12.03  NONALIENABILITY OF BENEFITS AND QUALIFIED DOMESTIC RELATIONS ORDERS

The benefits provided hereunder will not be subject to alienation, assignment,
garnishment, attachment, execution or levy of any kind, either voluntarily or
involuntarily, and any attempt to cause such benefits to be so subjected will
not be recognized, except to such extent as may be required by law. The
preceding sentence shall also apply to the creation, assignment, or recognition
of a right to any benefit payable with respect to a Participant pursuant to a
domestic relations order, unless such order is determined by the Plan
Administrator to be a qualified domestic relations order, as defined in Section
414(p) of the Code, or any domestic relations order entered before January 1,
1985. The Administrator must establish reasonable procedures to determine the
qualified status of a domestic relations order. Upon receiving a domestic
relations order, the Administrator will promptly notify the Participant and any
alternate payee named in the order, in writing, of the receipt of the order and
the Plan's procedures for determining the qualified status of the order. Within
a reasonable period of time after receiving the domestic relations order, the
Administrator must determine the qualified status of the order and must notify
the Participant and each alternate payee, in writing, of its determination. The
Administrator must provide notice under this paragraph by mailing to the
individual's address specified in the domestic relations order, or in a manner
consistent with the Department of Labor regulations.

If any portion of the Participant's Account is payable during the period the
Administrator is making its determination of the qualified status of the
domestic relations order, the Administrator must make a separate accounting of
the amounts payable. If the Administrator determines the order is a qualified
domestic relations order within 18 months of the date amounts first are payable
following receipt of the order, the Administrator will direct the Trustee to
distribute the payable amounts in accordance with the order. If the
Administrator does not make his determination of the qualified status of the
order within the 18 month determination period, the Administrator will direct
the Trustee to distribute the payable amounts in the manner the Plan would
distribute if the order did not exist and will apply the order prospectively if
the Administrator later determines the order is a qualified domestic relations
order.

A domestic relations order will not fail to be deemed a qualified domestic
relations order merely because it requires the distribution or segregation of
all or part of a Participant's Account with respect to an alternate payee prior
to the Participant's earliest retirement age (as defined in Section 414(p) of
the Code) under the Plan. A distribution to an alternate payee prior to the
Participant's attainment of the earliest retirement age is available only if (1)
the order specifies distribution at that time; and (2) if the present value of
the alternate payee's benefits under the Plan exceeds $3,500, and the order
requires, the alternate payee consents to any distribution occurring prior to
the Participant's attainment of earliest retirement age.


                                     42.
<PAGE>

12.04  FACILITY OF PAYMENT

In the event the Administrator determines, on the basis of medical reports or
other evidence satisfactory to the Administrator, that the recipient of any
benefit payments under the Plan is incapable of handling his affairs by reason
of minority, illness, infirmity or other incapacity, the Administrator may
direct the Trustee to disburse such payments to a person or institution
designated by a court which has jurisdiction over such recipient or a person or
institution otherwise having the legal authority under State law for the care
and control of such recipient. The receipt by such person or institution of any
such payments shall be complete acquittance therefore, and any such payment to
the extent thereof, shall discharge the liability of the Trust for the payment
of benefits hereunder to such recipient.

12.05  INFORMATION BETWEEN EMPLOYER AND TRUSTEE

The Employer agrees to furnish the Trustee, and the Trustee agrees to furnish
the Employer with such information relating to the Plan and Trust as may be
required by the other in order to carry out their respective duties hereunder,
including without limitation information required under the Code and any
regulations issued or forms adopted by the Treasury Department thereunder or
under the provisions of ERISA and any regulations issued or forms adopted by the
Labor Department thereunder.

12.06  EFFECT OF FAILURE TO QUALIFY UNDER CODE

Notwithstanding any other provision contained herein, if the Employer fails to
obtain or retain approval of the Plan by the Internal Revenue Service as a
qualified Plan under the Code, the Employer may no longer participate in this
prototype Plan arrangement and will be deemed to have an individually designed
Plan.

12.07  NOTICES

Any notice or other communication in connection with this Plan shall be deemed
delivered in writing if addressed as provided below and if either actually
delivered at said address or, in the case of a letter, three business days shall
have elapsed after the same shall have been deposited in the United States
mails, first-class postage prepaid and registered or certified:

        (a) If to the Employer or Administrator, to it at the address set forth
        in the Adoption Agreement, to the attention of the person specified to
        receive notice in the Adoption Agreement;

        (b) If to the Trustee, to it at the address set forth in the Adoption
        Agreement;

or, in each case at such other address as the addressee shall have specified by
written notice delivered in accordance with the foregoing to the addresser's
then effective notice address.

12.08  GOVERNING LAW

The Plan and the accompanying Adoption Agreement will be construed, administered
and enforced according to ERISA, and to the extent not preempted thereby, the
laws of the Commonwealth of Massachusetts.

12.09  NON-DISCRIMINATION DATA SUBSTANTIATION

The Employer may elect to follow the guidelines for substantiating compliance
with the non-discrimination rules pursuant to Internal Revenue Service Revenue
Procedure 93-42, Data Substantiation Guidelines and Non-Discrimination
Requirements of Section 401(a)(4), 410(b), and Related Code Sections. The
guidance in this


                                     43.

<PAGE>

Revenue Procedure is designed to allow Employers to use alternative methods
for substantiating compliance with the non-discrimination requirements.

ARTICLE 13  PLAN ADMINISTRATION

13.01  POWERS AND RESPONSIBILITIES OF THE ADMINISTRATOR

The Administrator has the full power and the full responsibility to administer
the Plan in all of its details, subject, however, to the requirements of ERISA.
The Administrator's powers and responsibilities include, but are not limited to,
the following:

        (a) To make and enforce such rules and regulations as it deems necessary
        or proper for the efficient administration of the Plan;

        (b) To interpret the Plan, its interpretation thereof in good faith to
        be final and conclusive on all persons claiming benefits under the Plan;

        (c) To decide all questions concerning the Plan and the eligibility of
        any person to participate in the Plan;

        (d) To administer the claims and review procedures specified in Section
        13.03;

        (e) To compute the amount of benefits which will be payable to any
        Participant, former Participant or Beneficiary in accordance with the
        provisions of the Plan;

        (f) To determine the person or persons to whom such benefits will be
        paid;

        (g) To authorize the payment of benefits and provide for the
        distribution of Code Section 402(f) notices;

        (h) To comply with the reporting and disclosure requirements of Part 1
        of Subtitle B of Title I of ERISA;

        (i) To appoint such agents, counsel, accountants, and consultants as may
        be required to assist in administering the Plan;

        (j) By written instrument, to allocate and delegate its fiduciary
        responsibilities in accordance with Section 405 of ERISA including the
        formation of an Administrative Committee to administer the Plan;

        (k) To provide bonding coverage as required under Section 412 of ERISA.

13.02  NONDISCRIMINATORY EXERCISE OF AUTHORITY

Whenever, in the administration of the Plan, any discretionary action by the
Administrator is required, the Administrator shall exercise its authority in a
nondiscriminatory manner so that all persons similarly situated will receive
substantially the same treatment.

13.03  CLAIMS AND REVIEW PROCEDURES

        (a) CLAIMS PROCEDURE. If any person believes he is being denied any
        rights or benefits under the Plan, such person may file a claim in
        writing with the Administrator. If any such claim is wholly or partially
        denied, the Administrator will notify such person of its decision in
        writing. Such notification will contain (i) specific reasons for the
        denial, (ii) specific reference to pertinent Plan provisions, (iii) a
        description of any additional


                                    44.

<PAGE>

        material or information necessary for such person to perfect such
        claim and an explanation of why such material or information is
        necessary, and (iv) information as to the steps to be taken if the
        person wishes to submit a request for review. Such notification will
        be given within 90 days after the claim is received by the
        Administrator (or within 180 days, if special circumstances require
        an extension of time for processing the claim, and if written notice
        of such extension and circumstances is given to such person within
        the initial 90-day period). If such notification is not given within
        such period, the claim will be considered denied as of the last day
        of such period and such person may request a review of his claim.

        (b) REVIEW PROCEDURE. Within 60 days after the date on which a person
        receives a written notice of a denied claim (or, if applicable, within
        60 days after the date on which such denial is considered to have
        occurred), such person (or his duly authorized representative) may (i)
        file a written request with the Administrator for a review of his denied
        claim and of pertinent documents and (ii) submit written issues and
        comments to the Administrator. The Administrator will notify such person
        of its decision in writing. Such notification will be written in a
        manner calculated to be understood by such person and will contain
        specific reasons for the decision as well as specific references to
        pertinent Plan provisions. The decision on review will be made within 60
        days after the request for review is received by the Administrator (or
        within 120 days, if special circumstances require an extension of time
        for processing the request, such as an election by the Administrator to
        hold a hearing, and if written notice of such extension and
        circumstances is given to such person within the initial 60-day period).
        If the decision on review is not made within such period, the claim will
        be considered denied.

13.04  NAMED FIDUCIARY

The Administrator is a "named fiduciary" for purposes of Section 402(a)(1) of
ERISA and has the powers and responsibilities with respect to the management and
operation of the Plan described herein.

13.05  COSTS OF ADMINISTRATION

Unless some or all are paid by the Employer, all reasonable costs and expenses
(including legal, accounting, and Employee communication fees) incurred by the
Administrator and the Trustee in administering the Plan and Trust will be paid
first from the forfeitures (if any) resulting under Section 7.07, then from the
remaining Trust Fund. All such costs and expenses paid from the Trust Fund will,
unless allocable to the Accounts of particular Participants, be charged against
the Accounts of all Participants on a prorata basis or in such other reasonable
manner as may be directed by the Employer.

ARTICLE 14  TRUST AGREEMENT

14.01  ACCEPTANCE OF TRUST RESPONSIBILITIES

By executing the Adoption Agreement, the Employer establishes a trust to hold
the assets of the Plan. By executing the Adoption Agreement, the Trustee agrees
to accept the rights, duties and responsibilities set forth in this Article 14.

14.02  ESTABLISHMENT OF TRUST FUND

A trust is hereby established under the Plan and the Trustee will open and
maintain a Trust account for the Plan and, as part thereof, Participants'
Accounts for such individuals as the Employer shall from time to time give
written notice to the Trustee of Participants in the Plan. The Trustee will
accept and hold in the Trust Fund such contributions on behalf of Participants
as it may receive from time to time from the Employer. The Trust Fund shall


                                     45.

<PAGE>

be fully invested and reinvested in accordance with the applicable provisions
of the Plan in Fund Shares or as otherwise provided in Section 14.10.

14.03  EXCLUSIVE BENEFIT

The Trustee shall hold the assets of the Trust Fund for the exclusive purpose of
providing benefits to Participants and Beneficiaries and defraying the
reasonable expenses of administering the Plan. No assets of the Plan shall
revert to the Employer except as specifically permitted by the terms of the
Plan.

14.04  POWERS OF TRUSTEE

The Trustee shall have no discretion or authority with respect to the investment
of the Trust Fund but shall act solely as a directed trustee of the funds
contributed to it. In addition to and not in limitation of such powers as the
Trustee has by law or, under any other provisions of the Plan, the Trustee will
have the following powers, each of which the Trustee exercises solely as
directed Trustee in accordance with the written direction of the Employer except
to the extent a Plan asset is subject to Participant direction of investment and
provided that no such power shall be exercised in any manner inconsistent with
the provisions of ERISA:

        (a) to deal with all or any part of the Trust Fund and to invest all or
        a part of the Trust Fund in investments available under the Plan,
        without regard to the law of any state regarding proper investment;

        (b) to retain uninvested such cash as it may deem necessary or
        advisable, without liability for interest thereon, for the
        administration of the Trust;

        (c) to sell, convert, redeem, exchange, or otherwise dispose of all or
        any part of the assets constituting the Trust Fund;

        (d) to enforce by suit or otherwise, or to waive, its rights on behalf
        of the Trust, and to defend claims asserted against it or the Trust,
        provided that the Trustee is indemnified to its satisfaction against
        liability and expenses;

        (e) to employ such agents and counsel as may be reasonably necessary in
        collecting, managing, administering, investing, distributing and
        protecting the Trust Fund or the assets thereof and to pay them
        reasonable Compensation;

        (f) to compromise, adjust and settle any and all claims against or in
        favor of it or the Trust;

        (g) to oppose or participate in and consent to the reorganization,
        merger, consolidation, or readjustment of the finances of any
        enterprise, to pay assessments and expenses in connection therewith, and
        to deposit securities under deposit agreements;

        (h) to apply for or purchase annuity contracts in accordance with
        Section 8.02;

        (i) to hold securities unregistered, or to register them in its own name
        or in the name of nominees;

        (j) to appoint custodians to hold investments within the jurisdiction of
        the district courts of the United States and to deposit securities with
        stock clearing corporations or depositories or similar organizations;

        (k) to make, execute, acknowledge and deliver any and all instruments
        that it deems necessary or appropriate to carry out the powers herein
        granted; and

        (l) generally to exercise any of the powers of an owner with respect to
        all or any part of the Trust Fund.


                                    46.

<PAGE>

        The Employer specifically acknowledges and authorizes that affiliates of
        the Trustee may act as its agent in the performance of ministerial, non
        fiduciary duties under the Trust. The expenses and compensation of such
        agent shall be paid by the Trustee.

        The Trustee shall provide the Employer with reasonable notice of any
        claim filed against the Plan or Trust or with regard to any related
        matter, or of any claim filed by the Trustee on behalf of the Plan or
        Trust or with regard to any related matter.

14.05  ACCOUNTS

The Trustee will keep full accounts of all receipts and disbursements and other
transactions hereunder. Within 60 days after the close of each Plan Year, within
60 days after termination of the Trust, and at such other times as may be
appropriate, the Trustee will determine the then net fair market value of the
Trust Fund as of the close of the Plan Year, as of the termination of the Trust,
or as of such other time, whichever is applicable, and will render to the
Employer and Administrator an account of its administration of the Trust during
the period since the last such accounting, including all allocations made by it
during such period.

14.06  APPROVING OF ACCOUNTS

To the extent permitted by law, the written approval of any account by the
Employer or Administrator will be final and binding, as to all matters and
transactions stated or shown therein, upon the Employer, Administrator,
Participants and all persons who then are or thereafter become interested in the
Trust. The failure of the Employer or Administrator to notify the Trustee within
six (6) months after the receipt of any account of its objection to the account
will, to the extent permitted by law, be the equivalent of written approval. If
the Employer or Administrator files any objections within such six (6) month
period with respect to any matters or transactions stated or shown in the
account, and the Employer or Administrator and the Trustee cannot amicably
settle the question raised by such objections, the Trustee will have the right
to have such questions settled by judicial proceedings. Nothing herein contained
will be construed so as to deprive the Trustee of the right to have judicial
settlement of its accounts. In any proceeding for a judicial settlement of any
account or for instructions, the only necessary parties will be the Trustee, the
Employer and the Administrator.

14.07  DISTRIBUTION FROM TRUST FUND

The Trustee shall make such distribution from the Trust Fund as the Employer or
Administrator may, in writing or any other form(s) acceptable to the Trustee,
direct, as provided by the terms of the Plan, upon certification by the Employer
or Administrator that the same is for the exclusive benefit of Participants or
their Beneficiaries, or for the payment of expenses of administering the Plan.

14.08  TRANSFER OF AMOUNTS FROM QUALIFIED PLAN

If the Plan provides that amounts may be transferred to the Plan from another
qualified Plan or trust under Section 401(a) of the Code, such transfer shall be
made in accordance with the provisions of the Plan and with such rules as may be
established by the Trustee. The Trustee will only accept assets which are in a
medium proper for investment under the Agreement or in cash. Such amounts shall
be accompanied by written instructions showing separately the respective
contributions by the prior employer and the transferring Employee, and
identifying the assets attributable to such contributions. The Trustee shall
hold such assets for investment in accordance with the provisions of this
Agreement.


                                     47.

<PAGE>

14.09  TRANSFER OF ASSETS FROM TRUST

Subject to the provisions of the Plan, the Employer may direct the Trustee to
transfer all or a specified portion of the Trust assets to any other Plan or
Plans maintained by the Employer or the employer or employers of a former
Participant or Participants, provided that the Trustee has received evidence
satisfactory to it that such other Plan meets all applicable requirements of the
Code. The assets so transferred shall be accompanied by written instructions
from the Employer naming the persons for whose benefit such assets have been
transferred, showing separately the respective contributions by the Employer and
by each Participant, if any, and identifying the assets attributable to the
various contributions. The Trustee shall have no further liabilities with
respect to assets so transferred.

14.10  RESERVED

14.11  VOTING; DELIVERY OF INFORMATION

The Trustee shall deliver, or cause to be executed and delivered, to the
Employer or Plan Administrator all notices, prospectuses, financial statements,
proxies and proxy soliciting materials received by the Trustee relating to
securities held the Trust or, if applicable, deliver these materials to the
appropriate Participant or the Beneficiary of a deceased Participant. The
Trustee shall not vote any securities held by the Trust except in accordance
with the written instructions of the Employer, Participant or the Beneficiary of
the Participant, if the Participant is deceased; provided, however, that the
Trustee may, in the absence of instructions, vote "present" for the sole purpose
of allowing such shares to be counted for establishment of a quorum at a
shareholders' meeting. The Trustee shall have no duty to solicit instructions
from Participants, the Beneficiary or the Employer.

14.12  COMPENSATION AND EXPENSES OF TRUSTEE

The Trustee's fee for performing its duties hereunder will be such reasonable
amounts as the Trustee may from time to time specify by written agreement with
the Employer. Such fee, any taxes of any kind which may be levied or assessed
upon or in respect of the Trust Fund and any and all expenses, including without
limitation legal fees and expenses of administrative and judicial proceedings,
reasonably incurred by the Trustee in connection with its duties and
responsibilities hereunder will, unless some or all have been paid by said
Employer, be paid first from forfeitures resulting under Section 7.07, then from
the remaining Trust Fund and will, unless allocable to the Accounts of
particular Participants, be charged against the respective Accounts of all
Participants, in such reasonable manner as the Trustee may determine.

14.13  RELIANCE BY TRUSTEE ON OTHER PERSONS

The Trustee may rely upon and act upon any writing from any person authorized by
the Employer or Administrator to give instructions concerning the Plan and may
conclusively rely upon and be protected in acting upon any written order from
the Employer or Administrator or upon any other notice, request, consent,
certificate, or other instructions or paper reasonably believed by it to have
been executed by a duly authorized person, so long as it acts in good faith in
taking or omitting to take any such action. The Trustee need not inquire as to
the basis in fact of any statement in writing received from the Employer or
Administrator.

The Trustee will be entitled to rely on the latest certificate it has received
from the Employer or Administrator as to any person or persons authorized to act
for the Employer or Administrator hereunder and to sign on behalf of the
Employer or Administrator any directions or instructions, until it receives from
the Employer or Administrator written notice that such authority has been
revoked.

Notwithstanding any provision contained herein, the Trustee will be under no
duty to take any action with respect to any Participant's Account (other than as
specified herein) unless and until the Employer or Administrator furnishes


                                     48.

<PAGE>

the Trustee with written instructions on a form acceptable to the Trustee,
and the Trustee agrees thereto in writing. The Trustee will not be liable for
any action taken pursuant to the Employer's or Administrator's written
instructions (nor for the collection of contributions under the Plan, nor the
purpose or propriety of any distribution made thereunder).

14.14  INDEMNIFICATION BY EMPLOYER

The Employer shall indemnify and save harmless the Trustee from and against any
and all liability to which the Trustee may be subjected by reason of any act or
conduct (except willful misconduct or negligence) in its capacity as Trustee,
including all expenses reasonably incurred in its defense.

14.15  CONSULTATION BY TRUSTEE WITH COUNSEL

The Trustee may consult with legal counsel (who may be but need not be counsel
for the Employer or the Administrator) concerning any question which may arise
with respect to its rights and duties under the Plan and Trust, and the opinion
of such counsel will, to the extent permitted by law, be fall and complete
protection in respect of any action taken or omitted by the Trustee hereunder in
good faith and in accordance with the opinion of such counsel.

14.16  PERSONS DEALING WITH THE TRUSTEE

No person dealing with the Trustee will be bound to see to the application of
any money or property paid or delivered to the Trustee or to inquire into the
validity or propriety of any transactions.

14.17  RESIGNATION OR REMOVAL OF TRUSTEE

The Trustee may resign at any time by written notice to the Employer, which
resignation shall be effective 60 days after delivery to the Employer. The
Trustee may be removed by the Employer by written notice to the Trustee, which
removal shall be effective 60 days after delivery to the Trustee.

Upon resignation or removal of the Trustee, the Employer may appoint a successor
trustee. Any such successor trustee will, upon written acceptance of his
appointment, become vested with the estate, rights, powers, discretion, duties
and obligations of the Trustee hereunder as if he had been originally named as
Trustee in this Agreement.

Upon resignation or removal of the Trustee, the Employer will no longer
participate in this prototype Plan and will be deemed to have adopted an
individually designed Plan. In such event, the Employer shall appoint a
successor trustee within said 60-day period and the Trustee will transfer the
assets of the Trust to the successor trustee upon receipt of sufficient evidence
(such as a determination letter or opinion letter from the Internal Revenue
Service or an opinion of counsel satisfactory to the Trustee) that such trust
will be a qualified trust under the Code.

The appointment of a successor trustee shall be accomplished by delivery to the
Trustee of written notice that the Employer has appointed such successor
trustee, and written acceptance of such appointment by the successor trustee.
The Trustee may, upon transfer and delivery of the Trust Fund to a successor
trustee, reserve such reasonable amount as it shall deem necessary to provide
for its fees, Compensation, costs and expenses, or for the payment of any other
liabilities chargeable against the Trust Fund for which it may be liable. The
Trustee shall not be liable for the acts or omissions of any successor trustee.

14.18  FISCAL YEAR OF THE TRUST

The fiscal year of the Trust will coincide with the Plan Year.


                                     49.

<PAGE>

14.19  DISCHARGE OF DUTIES BY FIDUCIARIES

The Trustee and the Employer and any other fiduciary shall discharge their
duties under the Plan and this Trust Agreement solely in :he interests of
Participants and their Beneficiaries in accordance with the requirements of
ERISA.


14.20  AMENDMENT

In accordance with provisions of the Plan, and subject to the limitations set
forth therein, this Trust Agreement may be amended by an instrument in writing
signed by the Employer and the Trustee. No amendment to this Trust Agreement
shall divert any part of the Trust Fund to any purpose other than as provided in
Section 2 hereof.

14.21  PLAN TERMINATION

Upon termination or partial termination of the Plan or complete discontinuance
of contributions thereunder, the Trustee will make distributions to the
Participants or other persons entitled to distributions as the Employer or
Administrator directs in accordance with the provisions of the Plan. In the
absence of such instructions and unless the Plan otherwise provides, the Trustee
will notify the Employer or Administrator of such situation and the Trustee will
be under no duty to make any distributions under the Plan until it receives
written instructions from the Employer or Administrator. Upon the completion of
such distributions, the Trust will terminate, the Trustee will be relieved from
all liability under the Trust, and no Participant or other person will have any
claims thereunder, except as required by applicable law.

14.22  PERMITTED REVERSION OF FUNDS TO EMPLOYER

If it is determined by the Internal Revenue Service that the Plan does not
initially qualify under Section 401 of the Code, all assets then held under the
Plan will be returned by the Trustee, as directed by the Administrator, to the
Employer, but only if the application for determination is made by the time
prescribed by law for filing the Employer's return for the taxable year in which
the Plan was adopted or such later date as may be prescribed by regulations.
Such distribution will be made within one year after the date the initial
qualification is denied. Upon such distribution the Plan will be considered to
be rescinded and to be of no force or effect.

Contributions under Plan are conditioned upon their deductibility under Section
404 of the Code. In the event the deduction of a contribution made by the
Employer is disallowed under Section 404 of the Code, such contribution (to the
extent disallowed) must be returned to the Employer within one year of the
disallowance of the deduction.

Any contribution made by the Employer because of a mistake of fact must be
returned to the Employer within one year of the contribution.

14.23  GOVERNING LAW

This Trust Agreement will be construed, administered and enforced according to
ERISA and, to the extent not preempted thereby, the laws of the Commonwealth of
Massachusetts.

                                     50.