THE EL CHICO
                                  SAVINGS PLAN




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                                TABLE OF CONTENTS


                                    ARTICLE I
                                                    DEFINITIONS...................................................1

                                   ARTICLE II
                                           TOP HEAVY AND ADMINISTRATION..........................................16

                 <S>       <C>                                                                                   <C>
                  2.1      TOP HEAVY PLAN REQUIREMENTS...........................................................16
                  2.2      DETERMINATION OF TOP HEAVY STATUS.....................................................16
                  2.3      POWERS AND RESPONSIBILITIES OF THE EMPLOYER...........................................19
                  2.4      DESIGNATION OF ADMINISTRATIVE AUTHORITY...............................................19
                  2.5      ALLOCATION AND DELEGATION OF RESPONSIBILITIES.........................................20
                  2.6       POWERS AND DUTIES OF THE ADMINISTRATOR...............................................20
                  2.7      RECORDS AND REPORTS...................................................................21
                  2.8      APPOINTMENT OF ADVISERS...............................................................21
                  2.9      INFORMATION FROM EMPLOYER.............................................................21
                  2.10     PAYMENT OF EXPENSES...................................................................22
                  2.11     MAJORITY ACTIONS......................................................................22
                  2.12     CLAIMS PROCEDURE......................................................................22
                  2.13     CLAIMS REVIEW PROCEDURE...............................................................22

                                   ARTICLE III
                                                    ELIGIBILITY..................................................23

                  3.1      CONDITIONS OF ELIGIBILITY.............................................................23
                  3.2      APPLICATION FOR PARTICIPATION.........................................................23
                  3.3      EFFECTIVE DATE OF PARTICIPATION.......................................................23
                  3.4      DETERMINATION OF ELIGIBILITY..........................................................23
                  3.5      TERMINATION OF ELIGIBILITY............................................................24
                  3.6      OMISSION OF ELIGIBLE EMPLOYEE.........................................................24
                  3.7      INCLUSION OF INELIGIBLE EMPLOYEE......................................................24
                  3.8      ELECTION NOT TO PARTICIPATE...........................................................24

                                   ARTICLE IV
                                            CONTRIBUTION AND ALLOCATION..........................................25

                  4.1      FORMULA FOR DETERMINING EMPLOYER'S
                           CONTRIBUTION..........................................................................25
                  4.2      PARTICIPANT'S SALARY REDUCTION ELECTION...............................................25
                  4.3      TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION............................................29
                  4.4      ALLOCATION OF CONTRIBUTION AND EARNINGS...............................................29
                  4.5      ACTUAL DEFERRAL PERCENTAGE TESTS......................................................33
                  4.6      ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS........................................35

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                  4.7      ACTUAL CONTRIBUTION PERCENTAGE TESTS..................................................37
                  4.8      ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE
                           TESTS.................................................................................39
                  4.9      MAXIMUM ANNUAL ADDITIONS..............................................................41
                  4.10     ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS.............................................44
                  4.11     TRANSFERS FROM QUALIFIED PLANS........................................................45
                  4.12     DIRECTED INVESTMENT ACCOUNT...........................................................47

                                    ARTICLE V
                                                    VALUATIONS...................................................47

                  5.1      VALUATION OF THE TRUST FUND...........................................................47
                  5.2      METHOD OF VALUATION...................................................................47

                                   ARTICLE VI
                                    DETERMINATION AND DISTRIBUTION OF BENEFITS...................................48

                  6.1      DETERMINATION OF BENEFITS UPON RETIREMENT.............................................48
                  6.2      DETERMINATION OF BENEFITS UPON DEATH..................................................48
                  6.3      DETERMINATION OF BENEFITS IN EVENT OF DISABILITY......................................49
                  6.4      DETERMINATION OF BENEFITS UPON TERMINATION............................................49
                  6.5      DISTRIBUTION OF BENEFITS..............................................................51
                  6.6      DISTRIBUTION OF BENEFITS UPON DEATH...................................................53
                  6.7      TIME OF SEGREGATION OR DISTRIBUTION...................................................54
                  6.8      DISTRIBUTION FOR MINOR BENEFICIARY....................................................54
                  6.9      LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN........................................55
                  6.10     PRE-RETIREMENT DISTRIBUTION...........................................................55
                  6.11     ADVANCE DISTRIBUTION FOR HARDSHIP.....................................................55
                  6.12     QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION.......................................57

                                   ARTICLE VII
                                                      TRUSTEE....................................................57

                  7.1      BASIC RESPONSIBILITIES OF THE TRUSTEE.................................................57
                  7.2      INVESTMENT POWERS AND DUTIES OF THE TRUSTEE...........................................57
                  7.3      OTHER POWERS OF THE TRUSTEE...........................................................58
                  7.4      LOANS TO PARTICIPANTS.................................................................60
                  7.5      DUTIES OF THE TRUSTEE REGARDING PAYMENTS..............................................62
                  7.6      TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES.........................................62
                  7.7      ANNUAL REPORT OF THE TRUSTEE..........................................................62
                  7.8      AUDIT.................................................................................63
                  7.9      RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE........................................63
                  7.10     TRANSFER OF INTEREST..................................................................64
                  7.11     DIRECT ROLLOVER.......................................................................64


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                                  ARTICLE VIII
                                        AMENDMENT, TERMINATION AND MERGERS.......................................65

                  8.1      AMENDMENT.............................................................................65
                  8.2      TERMINATION...........................................................................66
                  8.3      MERGER OR CONSOLIDATION...............................................................66

                                   ARTICLE IX
                                                   MISCELLANEOUS.................................................67

                  9.1      PARTICIPANT'S RIGHTS..................................................................67
                  9.2      ALIENATION............................................................................67
                  9.3      CONSTRUCTION OF PLAN..................................................................68
                  9.4      GENDER AND NUMBER.....................................................................68
                  9.5      LEGAL ACTION..........................................................................68
                  9.6      PROHIBITION AGAINST DIVERSION OF FUNDS................................................68
                  9.7      BONDING...............................................................................69
                  9.8      EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE............................................69
                  9.9      INSURER'S PROTECTIVE CLAUSE...........................................................69
                  9.10     RECEIPT AND RELEASE FOR PAYMENTS......................................................69
                  9.11     ACTION BY THE EMPLOYER................................................................70
                  9.12     NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY....................................70
                  9.13     HEADINGS..............................................................................70
                  9.14     APPROVAL BY INTERNAL REVENUE SERVICE..................................................70
                  9.15     UNIFORMITY............................................................................71

                                    ARTICLE X
                                              PARTICIPATING EMPLOYERS............................................71

                  10.1     ADOPTION BY OTHER EMPLOYERS...........................................................71
                  10.2     REQUIREMENTS OF PARTICIPATING EMPLOYERS...............................................71
                  10.3     DESIGNATION OF AGENT..................................................................72
                  10.4     EMPLOYEE TRANSFERS....................................................................72
                  10.5     PARTICIPATING EMPLOYER'S CONTRIBUTION.................................................72
                  10.6     AMENDMENT.............................................................................73
                  10.7     DISCONTINUANCE OF PARTICIPATION.......................................................73
                  10.8     ADMINISTRATOR'S AUTHORITY.............................................................73

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                                  THE EL CHICO
                                  SAVINGS PLAN

         THIS  AGREEMENT,  hereby   made  and  entered  into  this  1st  day  of
October,  1995,   by   and  between  El  Chico   Restaurants,  Inc.,   El  Chico
Restaurants of Louisiana, Inc., El Chico Corporation of Oklahoma, Inc., El Chico
Restaurant  No.  20,  Inc.,  Southwest  Cafes  of  Tennessee,   Inc.,  El  Chico
Corporation (Georgia),  El Chico Corporation of Alabama, El Chico Corporation of
Florida and Pronto Design & Supply, Inc. (herein collectively referred to as the
"Employer") and Profit Sharing Plan Administration Committee (herein referred to
as the "Trustee").

                              W I T N E S S E T H :

         WHEREAS, the Employer heretofore  established a Profit Sharing Plan and
Trust effective January 1, 1985, (hereinafter called the "Effective Date") known
as the El Chico Savings Plan Para Su Futuro and which plan shall  hereinafter be
known as The El  Chico  Savings  Plan  (herein  referred  to as the  "Plan")  in
recognition  of  the  contribution  made  to  its  successful  operation  by its
employees and for the exclusive benefit of its eligible employees; and

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

         NOW,  THEREFORE,   effective  October  1,  1995,  except  as  otherwise
provided,  the Employer and the Trustee in accordance with the provisions of the
Plan pertaining to amendments thereof, hereby amend the Plan in its entirety and
restate the Plan to provide as follows:

                                    ARTICLE I
                                   DEFINITIONS

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

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

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


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

         1.5      "Anniversary Date" means December 31st.

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

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

         1.8   "Compensation"   with  respect  to  any  Participant  means  such
Participant's wages as defined in Code Section 3401(a) and all other payments of
compensation by the Employer (in the course of the Employer's trade or business)
for a Plan Year for which the Employer is required to furnish the  Participant a
written statement under Code Sections 6041(d), 6051(a)(3) and 6052. Compensation
must be determined  without regard to any rules under Code Section  3401(a) that
limit the remuneration  included in wages based on the nature or location of the
employment or the services  performed  (such as the  exception for  agricultural
labor in Code Section 3401(a)(2)).

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

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

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

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

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close of the year. If, as a result of the application of such rules the adjusted
$200,000 limitation is exceeded, then the limitation shall be prorated among the
affected Family Members in proportion to each such Family Member's  Compensation
prior to the application of limitation,  or the limitation  shall be adjusted in
accordance with any other method permitted by Regulation.

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

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

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

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

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

         If, in connection with the adoption of this amendment and  restatement,
the definition of Compensation has been modified,  then, for Plan Years prior to
the Plan Year which includes the

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adoption date of this amendment and restatement, Compensation means compensation
determined pursuant to the Plan then in effect.

         For Plan Years  beginning  prior to January 1, 1989, the $200,000 limit
(without  regard to Family  Member  aggregation)  shall apply only for Top Heavy
Plan Years and shall not be adjusted.

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

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

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

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

         1.13     "Eligible Employee" means any Employee.

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

                  Employees who are  nonresident  aliens  (within the meaning of
Code Section 7701(b)(1)(B)) and who receive no earned income (within the meaning
of Code Section  911(d)(2))  from the  Employer  which  constitutes  income from
sources within the United Stated (within the meaning of Code Section  861(a)(3))
shall not be eligible to participate in this Plan.

                  Employees  of  Affiliated  Employers  shall not be eligible to
participate  in this Plan unless such  Affiliated  Employers  have  specifically
adopted this Plan in writing.


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

         1.15 "Employer" means El Chico Restaurants,  Inc., El Chico Restaurants
of Louisiana,  Inc., El Chico Corporation of Oklahoma, Inc., El Chico Restaurant
No.  20,  Inc.,  Southwest  Cafes  of  Tennessee,  Inc.,  El  Chico  Corporation
(Georgia),  El Chico Corporation of Alabama, El Chico Corporation of Florida and
Pronto  Design  &  Supply,  Inc.,  El  Chico  Service  Company,  Texas  El Chico
Restaurants,  L.P.,  El  Chico  Restaurants  of  Kentucky,  Inc.  and  El  Chico
Restaurants  of Indiana,  Inc.  and any  Participating  Employer  (as defined in
Section 10.1) which shall adopt this Plan;  any successor  which shall  maintain
this Plan; and any predecessor which has maintained this Plan. The Employers are
corporations with principal offices in the State of Texas.

         1.16 "Excess Aggregate  Contributions"  means, with respect to any Plan
Year, the excess of the aggregate amount of the Employer matching  contributions
made pursuant to Section 4.1(b) and any qualified non-elective  contributions or
elective  deferrals  taken into account  pursuant to Section 4.7(c) on behalf of
Highly  Compensated  Participants for such Plan Year, over the maximum amount of
such contributions permitted under the limitations of Section 4.79(a).

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

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

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


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

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

         1.22  "Forfeiture."  Under this  Plan,  Participant  accounts  are 100%
Vested at all times.  Any amounts that may otherwise be forfeited under the Plan
pursuant to Section 3.7 or 6.9 shall be used to reduce the  contribution  of the
Employer.

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

         1.24 "415  Compensation"  with  respect to any  Participant  means such
Participant's wages as defined in Code Section 3401(a) and all other payments of
compensation by the Employer (in the course of the Employer's trade or business)
for a Plan Year for which the Employer is required to furnish the  Participant a
written  statement  under  Code  Sections  6041(d),  6051(a)(3)  and 6052.  "415
Compensation"  must be determined without regard to any rules under Code Section
3401(a)  that limit the  remuneration  included  in wages based on the nature or
location of the employment or the services  performed (such as the exception for
agricultural labor in Code Section 3401(a)(2)).

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

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

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


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

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

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

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

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


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                                                         7

<PAGE>



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

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

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

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

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

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

                  The  "determination  year"  shall be the Plan  Year for  which
testing is being  performed,  and the "look-back  year" shall be the immediately
preceding twelve-month period.

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


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                                                         8

<PAGE>



                  In determining who is a Highly Compensated Employee, Employees
who are  non-resident  aliens and who  received  no earned  income  (within  the
meaning of Code Section 91 l(d)(2)) from the Employer constituting United States
source income within the meaning of Code Section  861(a)(3) shall not be treated
as Employees. Additionally, all Affiliated Employers shall be taken into account
as a single  employer and Leased  Employees  within the meaning of Code Sections
414(n)(2)  and  414(o)(2)  shall be  considered  Employees  unless  such  Leased
Employees are covered by a plan described in Code Section  414(n)(5) and are not
covered in any  qualified  plan  maintained  by the  Employer.  The exclusion of
Leased  Employees for this purpose shall be applied on a uniform and  consistent
basis for all of the Employer's  retirement  plans.  Highly  Compensated  Former
Employees  shall be treated as Highly  Compensated  Employees  without regard to
whether they performed services during the "determination year."


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

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

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

                  Notwithstanding  the  above,  (i) no more  than  501  Hours of
Service  are  required  to be  credited  to an Employee on account of any single
continuous  period during which the Employee  performs no duties (whether or not
such period occurs in a single computation period);

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                                                         9

<PAGE>



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

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

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

         1.30 "Income" means the income or losses  allocable to Excess  Deferred
Compensation  which  amount  shall be  allocated in the same manner as income or
losses are allocated pursuant to Section 4.4(f).

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

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

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

                  (b) one of the ten employees having annual "415  Compensation"
         from the Employer for a Plan Year greater than the dollar limitation in
         effect under Code Section  415(c)(1)(A)  for the calendar year in which
         such Plan Year ends and owning (or

CORPDAL:63487.1 14047-00001
                                                        10

<PAGE>



         considered  as owning within the meaning of Code Section 318) both more
         than  one-half  percent  interest  and  the  largest  interests  in the
         Employer.

                  (c) a "five  percent  owner" of the  Employer.  "Five  percent
         owner" means any person who owns (or is considered as owning within the
         meaning  of Code  Section  318)  more  than  five  percent  (5%) of the
         outstanding  stock of the Employer or stock  possessing  more than five
         percent  (5%) of the total  combined  voting  power of all stock of the
         Employer or, in the case of an unincorporated  business, any person who
         owns more than five percent (5%) of the capital or profits  interest in
         the Employer. In determining percentage ownership hereunder,  employers
         that would otherwise be aggregated under Code Sections 414(b), (c), (m)
         and (o) shall be treated as separate employers.

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

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

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

         1.34 "Leased  Employee" means any person (other than an Employee of the
recipient)  who pursuant to an  agreement  between the  recipient  and any other
person ("leasing organization") has performed services for the recipient (or for
the recipient  and related  persons  determined in accordance  with Code Section
414(n)(6)) on a substantially full time basis for a period of at least one year,
and such  services  are of a type  historically  performed  by  employees in the
business field of the recipient  employer.  Contributions or benefits provided a
Leased Employee by the leasing  organization  which are attributable to services
performed  for the  recipient  employer  shall be  treated  as  provided  by the
recipient employer. A Leased Employee shall not be considered an Employee of the
recipient:

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

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                                                        11

<PAGE>




                  (1) a non-integrated  employer  contribution  rate of at least
                  10% of compensation, as defined in Code Section 415(c)(3), but
                  including  amounts  which  are  contributed  by  the  Employer
                  pursuant  to a salary  reduction  agreement  and which are not
                  includible in the gross income of the  Participant  under Code
                  Sections  125,  402(e)(3),  402(h)(1)(B),  403(b) or 457,  and
                  Employee  contributions  described in Code  Section  414(h)(2)
                  that are treated as Employer contributions.

                  (2)      immediate participation; and

                  (3)      full and immediate vesting; and

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

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

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

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

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

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

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

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

                  A "maternity or paternity  leave of absence"  means,  for Plan
Years  beginning after December 31, 1984, an absence from work for any period by
reason of the Employee's pregnancy,  birth of the Employee's child, placement of
a child with the Employee in connection

CORPDAL:63487.1 14047-00001
                                                        12

<PAGE>



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

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

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

                  A separate accounting shall be maintained with respect to that
portion  of  the  Participant's   Account   attributable  to  Employer  matching
contributions  made  pursuant  to  Section  4.l(b)  and  Employer  discretionary
contributions made pursuant to Section 4.1(c).

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

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

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

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

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

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

CORPDAL:63487.1 14047-00001
                                                        13

<PAGE>



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

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

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

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

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

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

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

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

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

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

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

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

                  In  addition,  if 90 percent or more of the  Employees  of the
Employer  are  covered  under  agreements  the  Secretary  of Labor  finds to be
collective bargaining agreements between

CORPDAL:63487.1 14047-00001
                                                        14

<PAGE>



Employee  representatives  and the Employer,  and the Plan covers only Employees
who are not  covered  under  such  agreements,  then  Employees  covered by such
agreements  shall be excluded from both the total number of active  Employees as
well as from the identification of particular Employees in the Top Paid Group.

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

         1.56  "Total  and  Permanent  Disability"  means a  physical  or mental
condition of a Participant  resulting  from bodily  injury,  disease,  or mental
disorder  which renders him incapable of continuing  any gainful  occupation and
which condition  constitutes  total disability under the federal Social Security
Acts.

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

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

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

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

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

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

                  Notwithstanding  the  foregoing,  for any short Plan Year, the
determination  of whether an Employee has  completed a Year of Service  shall be
made in accordance with Department of Labor regulation 2530.203-2(c).

                  Years  of  Service  with  any  Affiliated  Employer  shall  be
recognized.

CORPDAL:63487.1 14047-00001
                                                        15

<PAGE>




                                   ARTICLE II
                          TOP HEAVY AND ADMINISTRATION

         2.1      TOP HEAVY PLAN REQUIREMENTS

                  For any Top  Heavy  Plan  Year,  the Plan  shall  provide  the
special  vesting  requirements of Code Section 416(b) pursuant to Section 6.4 of
the Plan and the special minimum allocation  requirements of Code Section 416(c)
pursuant to Section 4.4 of the Plan.

         2.2      DETERMINATION OF TOP HEAVY STATUS

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

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

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

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

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

                  (2) an  adjustment  for  any   contributions  due  as  of  the
                  Determination  Date.  Such  adjustment shall be  the amount of
                  any contributions actually made after the

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

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

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

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

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

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

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

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                                                        17

<PAGE>




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

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

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

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

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

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

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

                  (f) Present Value of Accrued Benefit: In the case of a defined
         benefit plan,  the Present  Value of Accrued  Benefit for a Participant
         other  than a Key  Employee,  shall be as  determined  using the single
         accrual  method  used for all  plans  of the  Employer  and  Affiliated
         Employers,  or if no such single  method  exists,  using a method which
         results in benefits  accruing not more rapidly than the slowest accrual
         rate permitted under Code Section 41 l(b)(1)(C).  The  determination of
         the Present Value of Accrued Benefit shall be determined as of the most
         recent  valuation  date  that  falls  within or ends with the 12- month
         period  ending on the  Determination  Date  except as  provided in Code
         Section 416

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                                                        18

<PAGE>



         and the Regulations thereunder for the first and second plan years of a
         defined benefit plan.

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

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

                  (2)     the Aggregate Accounts  of  Key  Employees  under  all
                  defined contribution plans included in the group exceeds sixty
                  percent (60%)of a similar sum determined for all Participants.

         2.3      POWERS AND RESPONSIBILITIES OF THE EMPLOYER

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

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

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

         2.4      DESIGNATION OF ADMINISTRATIVE AUTHORITY

                  The Employer  shall  appoint one or more  Administrators.  Any
person,  including,  but not limited to, the Employees of the Employer, shall be
eligible to serve as an Administrator. Any person so appointed shall signify his
acceptance by filing written acceptance with the

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                                                        19

<PAGE>



Employer.  An Administrator may resign by delivering his written  resignation to
the  Employer or be removed by the  Employer  by  delivery of written  notice of
removal,  to take effect at a date  specified  therein,  or upon delivery to the
Administrator if no date is specified.

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

         2.5      ALLOCATION AND DELEGATION OF RESPONSIBILITIES

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

         2.6       POWERS AND DUTIES OF THE ADMINISTRATOR

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

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

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

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

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                                                        20

<PAGE>




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

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

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

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

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

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

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

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

         2.7      RECORDS AND REPORTS

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

         2.8      APPOINTMENT OF ADVISERS

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

         2.9      INFORMATION FROM EMPLOYER

                  To enable the  Administrator  to perform  his  functions,  the
Employer shall supply full and timely  information to the  Administrator  on all
matters  relating  to the  Compensation  of all  Participants,  their  Hours  of
Service,  their  Years of  Service,  their  retirement,  death,  disability,  or
termination of employment,  and such other pertinent facts as the  Administrator
may  require;  and the  Administrator  shall  advise the  Trustee of such of the
foregoing facts as may be pertinent to the

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                                                        21

<PAGE>



Trustee's  duties  under  the  Plan,  The   Administrator  may  rely  upon  such
information  as  is  supplied  by  the  Employer  and  shall  have  no  duty  or
responsibility to verify such information.

         2.10     PAYMENT OF EXPENSES

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

         2.11     MAJORITY ACTIONS

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

         2.12     CLAIMS PROCEDURE

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

         2.13     CLAIMS REVIEW PROCEDURE

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

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                                                        22

<PAGE>



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

                                   ARTICLE III
                                   ELIGIBILITY

         3.1      CONDITIONS OF ELIGIBILITY

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

         3.2      APPLICATION FOR PARTICIPATION

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

         3.3      EFFECTIVE DATE OF PARTICIPATION

                  An Eligible  Employee shall become a Participant  effective as
of the first  day of the month  coinciding  with or next  following  the date on
which such Employee met the eligibility  requirements  of Section 3.1,  provided
said  Employee  was still  employed as of such date (or if not  employed on such
date, as of the date of rehire if a 1-Year Break in Service has not occurred).

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

         3.4      DETERMINATION OF ELIGIBILITY

                  The  Administrator  shall  determine the  eligibility  of each
Employee for  participation in the Plan based upon information  furnished by the
Employer. Such determination shall be

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<PAGE>



conclusive and binding upon all persons, as long as the same is made pursuant to
the Plan and the Act. Such determination  shall be subject to review per Section
2.13.

         3.5      TERMINATION OF ELIGIBILITY

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

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

         3.6      OMISSION OF ELIGIBLE EMPLOYEE

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

         3.7      INCLUSION OF INELIGIBLE EMPLOYEE

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

         3.8      ELECTION NOT TO PARTICIPATE

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

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                                                        24

<PAGE>




                                   ARTICLE IV
                           CONTRIBUTION AND ALLOCATION

         4.1      FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION

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

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

                  (b) On behalf of each  Participant who is eligible to share in
         matching contributions for the Plan Year, a matching contribution equal
         to  20%  of  each  such  Participant's  Deferred  Compensation  plus  a
         discretionary   percentage   of  each   such   Participant's   Deferred
         Compensation,  the exact  percentage to be determined  each year by the
         Employer,  which  amount  shall be  deemed an  Employer's  Non-Elective
         Contribution.

                           Except,  however, in applying the matching percentage
         specified above, only salary reductions up to 3% of Compensation  shall
         be considered.

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

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

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

         4.2      PARTICIPANT'S SALARY REDUCTION ELECTION

                  (a) Each  Participant may elect to defer from 1% to 20% of his
         Compensation  which would have been received in the Plan Year,  but for
         the  deferral  election.  A deferral  election (or  modification  of an
         earlier election) may not be made with respect to Compensation which is
         currently available on or before the date the Participant executed such
         election.

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


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                                                        25

<PAGE>



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

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

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

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

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

                  (4) the date of  disposition by the Employer to an entity that
                  is not an  Affiliated  Employer  of  substantially  all of the
                  assets (within the meaning of Code Section  409(d)(2)) used in
                  a trade or business of such  corporation  if such  corporation
                  continues  to maintain  this Plan after the  disposition  with
                  respect to a  Participant  who continues  employment  with the
                  corporation acquiring such assets;

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

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

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

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

CORPDAL:63487.1 14047-00001
                                                        26

<PAGE>



         the hardship distribution was made, by the amount of such Participant's
         Deferred  Compensation,  if any,  pursuant  to this Plan (and any other
         plan  maintained  by the Employer) for the taxable year of the hardship
         distribution.

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

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

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

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

                           Any distribution made pursuant to this Section 4.2(f)
                  shall be made first from unmatched Deferred  Compensation and,
                  thereafter, simultaneously from Deferred Compensation which is
                  matched  and  matching  contributions  which  relate  to  such
                  Deferred    Compensation.    However,    any   such   matching
                  contributions  which are not Vested shall be forfeited in lieu
                  of being distributed.

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


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                                                        27

<PAGE>



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

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

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

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

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

                  (2) A Participant  may modify a prior election during the Plan
                  Year and concurrently  make a new election by filing a written
                  notice with the Administrator  within a reasonable time before
                  the pay period for which such modification is to be effective.
                  However,  modifications  to a salary  deferral  election shall
                  only  be  permitted   quarterly,   during   election   periods
                  established  by the  Administrator  prior to the  first day of
                  each  Plan  Year  quarter.  Any  modification  shall  not have
                  retroactive effect and shall remain in force until revoked.

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

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                                                        28

<PAGE>



                  immediately following the close of the pay period within which
                  such termination or cessation occurs.

         4.3      TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION

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

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

         4.4      ALLOCATION OF CONTRIBUTION AND EARNINGS

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

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

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

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

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

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


CORPDAL:63487.1 14047-00001
                                                        29

<PAGE>



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

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

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

                  (e) Participants who are not actively employed on the last day
         of the Plan Year due to Retirement  (Normal or Late) shall share in the
         allocation  of  contributions  for that  Plan  Year  only if  otherwise
         eligible in accordance with this Section.

                  (f) As of each  Anniversary  Date  or  other  valuation  date,
         before  allocation  of one-half of the Employer  contributions  for the
         entire  Plan Year,  any  earnings or losses  (net  appreciation  or net
         depreciation)  of the  Trust  Fund  shall  be  allocated  in  the  same
         proportion   that   each   Participant's   and   Former   Participant's
         nonsegregated  accounts  bear to the  total  of all  Participants'  and
         Former Participants' nonsegregated accounts as of such date.

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

                  (g)  Minimum  Allocations  Required  for Top Heavy Plan Years:
         Notwithstanding the foregoing,  for any Top Heavy Plan Year, the sum of
         the Employer's  contributions  allocated to the Participant's  Combined
         Account  of each  Non-Key  Employee  shall be  equal to at least  three
         percent (3%) of such Non-Key Employee's "415 Compensation"  (reduced by
         contributions  and  forfeitures,  if any,  allocated  to  each  Non-Key
         Employee in any defined  contribution plan included with this plan in a
         Required Aggregation Group).  However, if (1) the sum of the Employer's
         contributions  allocated to the Participant's  Combined Account of each
         Key  Employee  for such Top Heavy Plan Year is less than three  percent
         (3%) of each Key Employee's "415 Compensation" and (2) this Plan is not
         required  to be included  in an  Aggregation  Group to enable a defined
         benefit plan to meet the requirements of Code Section 401(a)(4) or 410,
         the sum of the Employer's  contributions allocated to the Participant's
         Combined Account of each Non-Key Employee shall be equal to the largest
         percentage  allocated to the Participant's  Combined Account of any Key
         Employee.  However,  in  determining  whether  a Non-Key  Employee  has
         received  the required  minimum  allocation,  such  Non-Key  Employee's
         Deferred Compensation and matching  contributions needed to satisfy the
         "Actual Contribution Percentage" tests pursuant to Section 4.7(a) shall
         not be taken into account.

CORPDAL:63487.1 14047-00001
                                                        30

<PAGE>




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

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

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

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

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

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

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                                                        31

<PAGE>



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

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

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

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

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

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

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

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

                  (3)  Nothing in this  Section shall permit the  reduction of a
                  Participant's accrued benefit. Therefore any amounts that have
                  previously been allocated to Participants

CORPDAL:63487.1 14047-00001
                                                        32

<PAGE>



                  may not be reallocated to satisfy these requirements.  In such
                  event,  the  Employer  shall make an  additional  contribution
                  equal to the  amount  such  affected  Participants  would have
                  received had they been included in the allocations, even if it
                  exceeds  the  amount  which  would be  deductible  under  Code
                  Section 404. Any  adjustment  to the  allocations  pursuant to
                  this  paragraph  shall be considered a  retroactive  amendment
                  adopted by the last day of the Plan Year.

         4.5      ACTUAL DEFERRAL PERCENTAGE TESTS

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

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

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

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

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

CORPDAL:63487.1 14047-00001
                                                        33

<PAGE>



         Account shaft be reduced by Excess Deferred  Compensation to the extent
         such  excess  amounts  are  made  under  this  Plan or any  other  plan
         maintained by the Employer.

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

                  (1) The combined  actual  deferral  ratio for the family group
                  (which shall be treated as one Highly Compensated Participant)
                  shall  be  determined   by   aggregating   Employer   Elective
                  Contributions and "414(s) Compensation" of all eligible Family
                  Members (including Highly Compensated Participants).  However,
                  in applying the $200,000 limit to "414(s)  Compensation,"  for
                  Plan Years beginning  after December 31, 1988,  Family Members
                  shall  include  only the  affected  Employee's  spouse and any
                  lineal  descendants  who have not  attained  age 19 before the
                  close of the Plan Year.  Notwithstanding  the foregoing,  with
                  respect  to Plan  Years  beginning  prior to  January 1, 1990,
                  compliance with the Regulations then in effect shall be deemed
                  to be compliance with this paragraph.

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

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

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

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

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                                                        34

<PAGE>



         410(b) and 401(k). Plans may be aggregated under this paragraph (e) for
         Plan Years beginning after December 31, 1989 only if they have the same
         plan year.

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

                  (f) For the purposes of this Section,  if a Highly Compensated
         Participant  is a  Participant  under  two or  more  cash  or  deferred
         arrangements  (other than a cash or deferred  arrangement which is part
         of an  employee  stock  ownership  plan  as  defined  in  Code  Section
         4975(e)(7) or 409 for Plan Years  beginning after December 31, 1988) of
         the  Employer  or an  Affiliated  Employer,  all such cash or  deferred
         arrangements  shall be treated as one cash or deferred  arrangement for
         the purpose of  determining  the actual  deferral ratio with respect to
         such Highly Compensated Participant.  However, for Plan Years beginning
         after  December 31,  1988,  if the cash or deferred  arrangements  have
         different plan years,  this paragraph  shall be applied by treating all
         cash or deferred  arrangements  ending with or within the same calendar
         year as a single arrangement.

         4.6      ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS

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

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

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

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<PAGE>




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

                           (ii)  shall  be made  fast  from  unmatched  Deferred
                           Compensation  and,  thereafter,  simultaneously  from
                           Deferred  Compensation  which is matched and matching
                           contributions   which   relate   to   such   Deferred
                           Compensation.     However,    any    such    matching
                           contributions which are not Vested shall be forfeited
                           in lieu of being distributed;

                           (iii) shall be adjusted for Income; and

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

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

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

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

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

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<PAGE>




         4.7      ACTUAL CONTRIBUTION PERCENTAGE TESTS

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

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

                  (2) the  lesser  of 200  percent  of such  percentage  for the
                  Non-Highly  Compensated  Participant group, or such percentage
                  for  the  Non-Highly  Compensated  Participant  group  plus  2
                  percentage  points.  However,  for Plan Years  beginning after
                  December  31,  1988,  to  prevent  the  multiple  use  of  the
                  alternative  method  described  in  this  paragraph  and  Code
                  Section  401(m)(9)(A),   any  highly  Compensated  Participant
                  eligible to make elective deferrals pursuant to Section 4.2 or
                  any  other  cash or  deferred  arrangement  maintained  by the
                  Employer  or an  Affiliated  Employer  and  to  make  Employee
                  contributions or to receive matching  contributions under this
                  Plan or under any other plan  maintained by the Employer or an
                  Affiliated  Employer shall have his actual  contribution ratio
                  reduced pursuant to Regulation  1.401(m)-2.  The provisions of
                  Code  Section  401(m)  and   Regulations   1.401(m)-1(b)   and
                  1.401(m)-2 are incorporated herein by reference.

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

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

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

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

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<PAGE>



         must be the same as the plan  year of the  plan to which  the  elective
         deferrals and the qualified non-elective contributions are made.

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

                  (1) The  combined  actual  contribution  ratio for the  family
                  group  (which  shall  be  treated  as one  Highly  Compensated
                  Participant)  shall  be  determined  by  aggregating  Employer
                  matching  contributions  made  pursuant to Section  4.1(b) and
                  "414(s)   Compensation"   of  all  eligible   Family   Members
                  (including  Highly  Compensated  Participants).   However,  in
                  applying the $200,000 limit to "414(s)  Compensation" for Plan
                  Years beginning after December 31, 1988,  Family Members shall
                  include  only the  affected  Employee's  spouse and any lineal
                  descendants  who have not  attained age 19 before the close of
                  the Plan Year.  Notwithstanding the foregoing, with respect to
                  Plan Years beginning prior to January 1, 1990, compliance with
                  the  Regulations   then  in  effect  shall  be  deemed  to  be
                  compliance with this paragraph.

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

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

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


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<PAGE>



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

                  (f) If a Highly Compensated Participant is a Participant under
         two or more plans  (other  than an  employee  stock  ownership  plan as
         defined in Code  Section  4975(e)(7)  or 409 for Plan  Years  beginning
         after  December  31, 1988) which are  maintained  by the Employer or an
         Affiliated   Employer  to  which   matching   contributions,   Employee
         contributions,  or both, are made, all such  contributions on behalf of
         such Highly Compensated Participant shall be aggregated for purposes of
         determining such Highly Compensated  Participant's  actual contribution
         ratio.  However,  for Plan Years  beginning after December 31, 1988, if
         the plans have different plan years, this paragraph shall be applied by
         treating  all plans ending with or within the same  calendar  year as a
         single plan.

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

         4.8      ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS

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

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

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                                                        39

<PAGE>




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

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

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

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

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

                  (g) If during a Plan Year the  projected  aggregate  amount of
         Employer   matching   contributions  to  be  allocated  to  all  Highly
         Compensated  Participants under this Plan would, by virtue of the tests
         set forth in Section  4.7(a),  cause the Plan to fail such tests,  then
         the Administrator may automatically  reduce  proportionately  or in the
         order provided in

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<PAGE>



         Section 4.8(a) each affected Highly Compensated Participant's projected
         share of such  contributions  by an amount  necessary to satisfy one of
         the tests set forth in Section 4.7(a).

                  (h) Notwithstanding the above, within twelve (12) months after
         the end of the Plan Year,  the  Employer  may make a special  Qualified
         Non-Elective   Contribution   on  behalf  of   Non-Highly   Compensated
         Participants  in an amount  sufficient  to satisfy one of the tests set
         forth in Section 4.7(a).  Such  contribution  shall be allocated to the
         Participant's   Elective   Account  of  each   Non-Highly   Compensated
         Participant in the same  proportion  that each  Non-Highly  Compensated
         Participant's Compensation for the year bears to the total Compensation
         of all Non-Highly Compensated Participants. A separate accounting shall
         be maintained for the purpose of excluding such  contributions from the
         "Actual Deferral Percentage" tests pursuant to Section 4.5(a).

         4.9      MAXIMUM ANNUAL ADDITIONS

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

                  (b) For purposes of applying the  limitations  of Code Section
         415, if annual  additions"  means the sum  credited to a  Participant's
         accounts for any "limitation year" of (1) Employer  contributions,  (2)
         Employee  contributions for "limitation years" beginning after December
         31, 1986, (3) forfeitures, (4) amounts allocated, after March 31, 1984,
         to an individual medical account,  as defined in Code Section 415(l)(2)
         which is part of a pension or annuity plan  maintained  by the Employer
         and (5)  amounts  derived  from  contributions  paid or  accrued  after
         December 31, 1985, in taxable  years ending after such date,  which are
         attributable  to  post-retirement  medical  benefits  allocated  to the
         separate  account  of a  key  employee  (as  defined  in  Code  Section
         419A(d)(3))  under a welfare  benefit  plan (as defined in Code Section
         419(e))  maintained  by  the  Employer.   Except,   however,  the  "415
         Compensation"  percentage  limitation  referred to in paragraph  (a)(2)
         above shall not apply to: (1) any  contribution  for  medical  benefits
         (within the meaning of Code Section  419A(f)(2))  after separation from
         service which is otherwise treated as an "annual  addition," or (2) any
         amount  otherwise  treated as an "annual  addition"  under Code Section
         415(l)(1).

                  (c) For purposes of applying the  limitations  of Code Section
         415, the transfer of funds from one qualified plan to another is not an
         "annual  addition."  In  addition,   the  following  are  not  Employee
         contributions  for the  purposes  of Section  4.9(b)(2):  (1)  rollover
         contributions    (as    defined    in    Code    Sections    402(a)(5),
         403(a)(4),403(b)(8)  and 408(d)(3));  (2) repayments of loans made to a
         Participant from the Plan; (3) repayments

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<PAGE>



         of  distributions  received  by an Employee  pursuant  to Code  Section
         411(a)(7)(B) (cash- outs); (4) repayments of distributions  received by
         an  Employee   pursuant  to  Code   Section   411(a)(3)(D)   (mandatory
         contributions); and (5) Employee contributions to a simplified employee
         pension excludable from gross income under Code Section 408(k)(6).

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

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

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

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

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

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

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

                           (3) If a  Participant  participates  in more than one
         defined contribution plan not subject to Code Section 412 maintained by
         the Employer which have the same

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                                                        42

<PAGE>



         Anniversary Date, the maximum "annual  additions" under this Plan shall
         equal  the  product  of (A)  the  maximum  "annual  additions"  for the
         "limitation year" minus any annual additions" previously credited under
         subparagraphs  (1) or (2) above,  multiplied  by (B) a fraction (i) the
         numerator of which is the "annual additions" which would be credited to
         such  Participant's  accounts  under  this Plan  without  regard to the
         limitations  of Code Section 415 and (ii) the  denominator  of which is
         such "annual additions" for all plans described in this subparagraph.

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

                  (k) The defined  benefit  plan  fraction  for any  "limitation
         year"  is a  fraction,  the  numerator  of  which  is  the  sum  of the
         Participant's  projected annual benefits under all the, defined benefit
         plans (whether or not terminated)  maintained by the Employer,  and the
         denominator  of  which  is the  lesser  of 125  percent  of the  dollar
         limitation  determined  for the  "limitation  year" under Code Sections
         415(b) and (d) or 140  percent  of the  highest  average  compensation,
         including any adjustments under Code Section 415(b).

                           Notwithstanding  the above,  if the Participant was a
         Participant  as of  the  first  day  of  the  first  "limitation  year"
         beginning after December 31, 1986, in one or more defined benefit plans
         maintained by the Employer  which were in existence on May 6, 1986, the
         denominator  of this  fraction  win not be less than 125 percent of the
         sum of the annual  benefits under such plans which the  Participant had
         accrued as of the close of the last "limitation  year" beginning before
         January 1, 1987,  disregarding  any changes in the terms and conditions
         of the plan after May 5, 1986. The preceding  sentence  applies only if
         the defined benefit plans  individually and in the aggregate  satisfied
         the  requirements  of  Code  Section  415 for  all  "limitation  years"
         beginning before January 1, 1987.

                  (l)  The  defined   contribution   plan   fraction.   for  any
         "limitation  year" is a fraction,  the numerator of which is the sum of
         the annual additions to the Participant's Account under all the defined
         contribution  plans  (whether  or  not  terminated)  maintained  by the
         Employer for the current and all prior  "limitation  years"  (including
         the annual additions  attributable to the  Participant's  nondeductible
         Employee  contributions  to all defined  benefit plans,  whether or not
         terminated,  maintained  by the  Employer,  and  the  annual  additions
         attributable  to all welfare  benefit funds, as defined in Code Section
         419(e),  and individual  medical  accounts,  as defined in Code Section
         415(l)(2), maintained by the Employer), and the denominator of which is
         the sum of the maximum  aggregate amounts for the current and all prior
         "limitation years" of service with the Employer  (regardless of whether
         a  defined  contribution  plan was  maintained  by the  Employer).  The
         maximum  aggregate amount in any "limitation year" is the lesser of 125
         percent of the dollar limitation  determined under Code Sections 415(b)
         and (d) In effect under Code Section  415(c)(1)(A) or 35 percent of the
         Participant's Compensation for such year.


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

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

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

         4.10     ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS

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

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<PAGE>



         for such  "limitation  year" (4) reduce Employer  contributions  to the
         Plan for such  "limitation  year" by the  amount  of the  "Section  415
         suspense  account"  allocated and reallocated  during such  "limitation
         year."

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

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

         4.11     TRANSFERS FROM QUALIFIED PLANS

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

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

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

                  (d) At Normal  Retirement  Date,  or such  other date when the
         Participant or his Beneficiary  shall be entitled to receive  benefits,
         the fair market value of the  Participant's  Rollover  Account shall be
         used  to  provide  additional   benefits  to  the  Participant  or  his
         Beneficiary.  Any  distributions  of  amounts  held in a  Participant's
         Rollover Account shall be made in a manner which is consistent with and
         satisfies the provisions of Section 6.5, including, but not limited to,
         all notice and consent  requirements of Code Section 411(a)(11) and the
         Regulations thereunder.  Furthermore,  such amounts shall be considered
         as  part  of  a  Participant's   benefit  in  determining   whether  an
         involuntary  cash-out of benefits  without  Participant  consent may be
         made.

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<PAGE>




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

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

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

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

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

                  (j)  Notwithstanding   anything  herein  to  the  contrary,  a
         transfer  directly  to this  Plan  from  another  qualified  plan (or a
         transaction  having  the  effect  of  such a  transfer)  shall  only be
         permitted if it will not result in the  elimination or reduction of any
         "Section 411(d)(6) protected benefit" as described in Section 8.1.

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<PAGE>




         4.12     DIRECTED INVESTMENT ACCOUNT

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

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

                                    ARTICLE V
                                   VALUATIONS

         5.1      VALUATION OF THE TRUST FUND

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

         5.2      METHOD OF VALUATION

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

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<PAGE>



discretion,  employ  one or more  appraisers  for that  purpose  and rely on the
values established by such appraiser or appraisers.

                                   ARTICLE VI
                   DETERMINATION AND DISTRIBUTION OF BENEFITS

         6.1      DETERMINATION OF BENEFITS UPON RETIREMENT

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

         6.2      DETERMINATION OF BENEFITS UPON DEATH

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

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

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

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

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

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

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<PAGE>




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

                  (3)      the Participant has no spouse, or

                  (4)      the spouse cannot be located.

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

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

         6.3      DETERMINATION OF BENEFITS IN EVENT OF DISABILITY

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

         6.4      DETERMINATION OF BENEFITS UPON TERMINATION

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

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<PAGE>



         allocations  pursuant to Section 4.4 until such time as a  distribution
         is made to the Terminated Participant.

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

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

                  (b)  A   Participant   shall   become   fully  Vested  in  his
         Participant's Account immediately upon entry into the Plan.

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

                  (1)      the adoption date of the amendment,

                  (2)      the effective date of the amendment, or

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

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


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<PAGE>



                           (2) If a Former Participant completes one (1) Year of
         Service for eligibility  purposes  following his reemployment  with the
         Employer,  he shall participate in the Plan retroactively from his date
         of reemployment.

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

         6.5      DISTRIBUTION OF BENEFITS

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

                  (1)      One lump-sum payment in cash;

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

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

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

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

                  (3) Written  consent of the  Participant  to the  distribution
                  must not be made before the  Participant  receives  the notice
                  and must not be made more than 90 days

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                                                        51

<PAGE>



                  before the first day on which all events have  occurred  which
                  entitle the Participant to such benefit.

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

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

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

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

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

                  Additionally,   for  calendar  years  beginning  before  1989,
                  distributions  may also be made  under an  alternative  method
                  which provides that the then present value of the

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                  payments to be made over the period of the Participant's  life
                  expectancy  exceeds  fifty  percent  (50%) of the then present
                  value of the total payments to be made to the  Participant and
                  his Beneficiaries.

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

         6.6      DISTRIBUTION OF BENEFITS UPON DEATH

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

                           (i)      One lump-sum payment in cash;

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

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

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

                           However,  the 5-year distribution  requirement of the
         preceding  paragraph  shall not apply to any  portion  of the  deceased
         Participant's interest which is payable to or

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

                  (c)  For  purposes  of  Section  6.6(b),  the  election  by  a
         designated  Beneficiary  to be  excepted  from the 5-year  distribution
         requirement  must be made no later than  December  31st of the calendar
         year following the calendar year of the  Participant's  death.  Except,
         however,   with  respect  to  a  designated   Beneficiary  who  is  the
         Participant's  surviving  spouse,  the  election  must  be  made by the
         earlier  of:  (1)  December  31st  of  the  calendar  year  immediately
         following the calendar year in which the Participant died or, if later,
         the calendar year in which the  Participant  would have attained age 70
         1/2; or (2) December 31st of the calendar year which contains the fifth
         anniversary of the date of the  Participant's  death.  An election by a
         designated  Beneficiary  must be in writing and shall be irrevocable as
         of the last day of the election period stated herein. In the absence of
         an election by the Participant or a designated Beneficiary,  the 5-year
         distribution requirement shall apply.

         6.7      TIME OF SEGREGATION OR DISTRIBUTION

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

         6.8      DISTRIBUTION FOR MINOR BENEFICIARY

                  In the event a distribution is to be made to a minor, then the
Administrator  may direct that such  distribution be paid to the legal guardian,
or if none, to a parent of such Beneficiary or a responsible adult with whom the
Beneficiary  maintains his residence,  or to the custodian for such  Beneficiary
under the Uniform Gift to Minors Act or Gift to Minors Act, if

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such is  permitted by the laws of the state in which said  Beneficiary  resides.
Such a payment to the legal guardian, custodian or parent of a minor Beneficiary
shall fully discharge the Trustee,  Employer, and Plan from further liability on
account thereof

         6.9      LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

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

         6.10     PRE-RETIREMENT DISTRIBUTION

                  At such time as a  Participant  shall have attained the age of
59 1/2 years,  the  Administrator,  at the  election of the  Participant,  shall
direct the Trustee to distribute all or a portion of the amount then credited to
the  accounts  maintained  on behalf of the  Participant.  In the event that the
Administrator  makes such a distribution,  the Participant  shall continue to be
eligible to participate in the Plan on the same basis as any other Employee. Any
distribution  made pursuant to this Section shall be made in a manner consistent
with  Section  6.5,  including,  but not  limited  to, all  notice  and  consent
requirements of Code Section 411(a)(11) and the Regulations thereunder.

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

         6.11     ADVANCE DISTRIBUTION FOR HARDSHIP

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

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


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<PAGE>



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

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

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

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

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

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

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

                  (4) The Plan, and all other plans  maintained by the Employer,
                  provide that the Participant  may not make elective  deferrals
                  for the Participant's  taxable year immediately  following the
                  taxable  year of the  hardship  distribution  in excess of the
                  applicable  limit  under  Code  Section  402(g)  for such next
                  taxable  year less the amount of such  Participant's  elective
                  deferrals for the taxable year of the hardship distribution.

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

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<PAGE>




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

         6.12     QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION

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

                                   ARTICLE VII
                                     TRUSTEE

         7.1      BASIC RESPONSIBILITIES OF THE TRUSTEE

                  The   Trustee   shall  have  the   following   categories   of
responsibilities:

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

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

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

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

         7.2      INVESTMENT POWERS AND DUTIES OF THE TRUSTEE

                  (a) The Trustee  shall  invest and  reinvest the Trust Fund to
         keep the Trust Fund invested without  distinction between principal and
         income and in such securities or property,  real or personal,  wherever
         situated,  as the  Trustee  shall deem  advisable,  including,  but not
         limited to, stocks,  common or preferred,  bonds and other evidences of
         indebtedness or ownership, and real estate or any interest therein. The
         Trustee shall at all

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<PAGE>



         times in making  investments  of the Trust Fund  consider,  among other
         factors,  the short and  long-term  financial  needs of the Plan on the
         basis  of  information  furnished  by  the  Employer.  In  making  such
         investments, the Trustee shall not be restricted to securities or other
         property of the character  expressly  authorized by the  applicable law
         for trust  investments;  however,  the Trustee shall give due regard to
         any limitations imposed by the Code or the Act so that at all times the
         Plan may qualify as a qualified Profit Sharing Plan and Trust.

                  (b) The Trustee may employ a bank or trust company pursuant to
         the terms of its usual and customary bank agency agreement, under which
         the  duties  of such  bank or trust  company  shall be of a  custodial,
         clerical and record-keeping nature.

         7.3      OTHER POWERS OF THE TRUSTEE

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

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

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

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

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

                  (e) To borrow or raise  money for the  purposes of the Plan in
         such amount,  and upon such terms and conditions,  as the Trustee shall
         deem advisable; and for any sum so borrowed, to issue a promissory note
         as the Trustee, and to secure the repayment thereof

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<PAGE>



         by pledging all, or any part, of the Trust Fund;  and no person lending
         money to the Trustee  shall be bound to see to the  application  of the
         money lent or to inquire into the validity, expediency, or propriety of
         any borrowing;

                  (f) To keep such  portion  of the  Trust  Fund in cash or cash
         balances as the Trustee may, from time to time,  deem to be in the best
         interests of the Plan, without liability for interest thereon;

                  (g) To accept and retain for such time as the Trustee may deem
         advisable  any  securities  or other  property  received or acquired as
         Trustee  hereunder,  whether or not such  securities or other  property
         would normally be purchased as investments hereunder;

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

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

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

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

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

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

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

                  (o) To sell, purchase and  acquire put or call options  if the
         options  are  traded  on  and purchased  through a  national securities
         exchange registered under the Securities

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                                                        59

<PAGE>



         Exchange Act of 1934, as amended,  or, if the options are not traded on
         a national securities exchange,  are guaranteed by a member firm of the
         New York Stock Exchange;

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

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

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

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

         7.4      LOANS TO PARTICIPANTS

                  (a) The Trustee may, in the Trustee's  discretion,  make loans
         to Participants and  Beneficiaries  under the following  circumstances:
         (1) loans shall be made available to all Participants and Beneficiaries
         on a reasonably equivalent basis; (2) loans shall not be made available
         to Highly  Compensated  Employees in an amount  greater than the amount
         made available to other Participants and Beneficiaries; (3) loans shall
         bear a  reasonable  rate of  interest;  (4) loans  shall be  adequately
         secured;  and (5) shall provide for repayment over a reasonable  period
         of time.

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


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

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

                           For purposes of this limit, all plans of the Employer
         shall be one plan. Additionally, with respect to any loan made prior to
         January 1, 1987,  the  $50,000  limit  specified  in (1) above shall be
         unreduced.

                  (c) Loans shall provide for level  amortization  with payments
         to be made not less  frequently  than  quarterly  over a period  not to
         exceed five (5) years. However, loans used to acquire any dwelling unit
         which,  within a reasonable time, is to be used (determined at the time
         the loan is made) as a principal  residence  of the  Participant  shall
         provide for periodic  repayment  over a reasonable  period of time that
         may exceed five (5) years.  Notwithstanding  the foregoing,  loans made
         prior  to  January  1,  1987  which  are  used to  acquire,  construct,
         reconstruct  or  substantially  rehabilitate  any dwelling  unit which,
         within a  reasonable  period of time is to be used  (determined  at the
         time the loan is made) as a principal residence of the Participant or a
         member of his family (within the meaning of Code Section 267(c)(4)) may
         provide for periodic  repayment  over a reasonable  period of time that
         may exceed five (5) years. Additionally, loans made prior to January 1,
         1987, may provide for periodic  payments which are made less frequently
         than   quarterly  and  which  do  not   necessarily   result  in  level
         amortization.

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

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

                  (2)      a procedure for applying for loans;

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

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

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

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

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

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

         7.5      DUTIES OF THE TRUSTEE REGARDING PAYMENTS

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

         7.6      TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES

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

         7.7      ANNUAL REPORT OF THE TRUSTEE

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

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

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

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

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

                  (e)  such   further   information   as  the   Trustee   and/or
         Administrator  deems  appropriate.  The  Employer,  forthwith  upon its
         receipt of each such statement of account,  shall  acknowledge  receipt
         thereof in writing and advise the Trustee and/or Administrator

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         of its  approval or  disapproval  thereof.  Failure by the  Employer to
         disapprove  any such statement of account within thirty (30) days after
         its receipt thereof shall be deemed an approval  thereof.  The approval
         by the Employer of any  statement of account shall be binding as to all
         matters  embraced  therein,  as between the Employer and the Trustee to
         the same extent as if the  account of the  Trustee had been  settled by
         judgment  or decree  in an  action  for a  judicial  settlement  of its
         account in a court of competent  jurisdiction in which the Trustee, the
         Employer  and all  persons  having or  claiming an interest in the Plan
         were parties;  provided,  however,  that nothing herein contained shall
         deprive  the  Trustee  of its  right  to have its  accounts  judicially
         settled if the Trustee so desires.

         7.8      AUDIT

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

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

         7.9      RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE

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

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

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

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         with like respect as if he were  originally  named as a Trustee herein.
         Until such a successor is appointed,  the remaining Trustee or Trustees
         shall have full authority to act under the terms of the Plan.

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

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

         7.10     TRANSFER OF INTEREST

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

         7.11     DIRECT ROLLOVER

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

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


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                  (1) An eligible  rollover  distribution is any distribution of
                  all or  any  portion  of the  balance  to  the  credit  of the
                  distributes,  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
                  distributes or the joint lives (or joint life expectancies) of
                  the distributes and the distributee's  designated beneficiary,
                  or  for  a  specified   period  of  ten  years  or  more;  any
                  distribution to the extent such distribution is required under
                  Code Section  401(a)(9);  and the portion of any  distribution
                  that is not  includible  in gross income  (determined  without
                  regard to the exclusion for net unrealized  appreciation  with
                  respect to employer securities).

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

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

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

                                  ARTICLE VIII
                       AMENDMENT, TERMINATION AND MERGERS

         8.1      AMENDMENT

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

                  (b)  No  amendment  to  the  Plan  shall  be  effective  if it
         authorizes  or permits any part of the Trust Fund (other than such part
         as is required to pay taxes and administration

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<PAGE>



         expenses) to be used for or diverted to any purpose  other than for the
         exclusive  benefit  of  the  Participants  or  their  Beneficiaries  or
         estates;  or causes any reduction in the amount credited to the account
         of any Participant;  or causes or permits any portion of the Trust Fund
         to revert to or become property of the Employer.

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

         8.2      TERMINATION

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

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

         8.3      MERGER OR CONSOLIDATION

                  This Plan and Trust may be merged or consolidated with, or its
assets and/or liabilities may be transferred to any other plan and trust only if
the benefits which would be received by a Participant of this Plan, in the event
of a  termination  of the  plan  immediately  after  such  transfer,  merger  or
consolidation,  are at least equal to the  benefits the  Participant  would have
received if the Plan had terminated  immediately before the transfer,  merger or
consolidation,  and such transfer,  merger or  consolidation  does not otherwise
result in the  elimination  or  reduction of any  "Section  411(d)(6)  protected
benefits" in accordance with Section 8.1(c).

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<PAGE>




                                   ARTICLE IX
                                  MISCELLANEOUS

         9.1      PARTICIPANT'S RIGHTS

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

         9.2      ALIENATION

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

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

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

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<PAGE>




         9.3      CONSTRUCTION OF PLAN

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

         9.4      GENDER AND NUMBER

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

         9.5      LEGAL ACTION

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

         9.6      PROHIBITION AGAINST DIVERSION OF FUNDS

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

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

         9.7      BONDING

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

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<PAGE>



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

         9.8      EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE

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

         9.9      INSURER'S PROTECTIVE CLAUSE

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

         9.10     RECEIPT AND RELEASE FOR PAYMENTS

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

         9.11     ACTION BY THE EMPLOYER

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

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<PAGE>




         9.12     NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY

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

         9.13     HEADINGS

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

         9.14     APPROVAL BY INTERNAL REVENUE SERVICE

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

                  (b)  Notwithstanding  any  provisions to the contrary,  except
         Sections 3.6, 3.7, and 4.1(e),  any contribution by the Employer to the
         Trust Fund is conditioned upon the deductibility of the contribution by
         the Employer under the Code and, to the extent any

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<PAGE>



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

         9.15     UNIFORMITY

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

                                    ARTICLE X
                             PARTICIPATING EMPLOYERS

         10.1     ADOPTION BY OTHER EMPLOYERS

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

         10.2     REQUIREMENTS OF PARTICIPATING EMPLOYERS

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

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

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

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

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<PAGE>



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

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

         10.3     DESIGNATION OF AGENT

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

         10.4     EMPLOYEE TRANSFERS

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

         10.5     PARTICIPATING EMPLOYER'S CONTRIBUTION

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

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                                                        72

<PAGE>




         10.6     AMENDMENT

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

         10.7     DISCONTINUANCE OF PARTICIPATION

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

         10.8     ADMINISTRATOR'S AUTHORITY

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



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                                                        73

<PAGE>



                                    El Chico Corporation (Georgia)


                                    By/s/Susan R. Holland
                                      -------------------------------
                                            EMPLOYER



                                    El Chico Corporation of Alabama


                                    By/s/Susan R. Holland
                                      -------------------------------
                                            EMPLOYER


                                    El Chico Corporation of Florida


                                    By/s/Susan R. Holland
                                      -------------------------------
                                            EMPLOYER


                                    Pronto Design & Supply, Inc.


                                    By/s/Lawrence E. White
                                      -------------------------------
                                            EMPLOYER


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                                                        74

<PAGE>


                                  TRUSTEE

                                    Profit Sharing Plan Administration Committee

                                    /s/Lawrence E. White
                                    -------------------------------
                                    Lawrence E. White

                                    /s/Susan R. Holland
                                    -------------------------------
                                    Susan R. Holland

                                    /s/Alice M. Kain
                                    -------------------------------
                                    Alice M. Kain

                                    /s/John A. Cuellar
                                    -------------------------------
                                    John A. Cuellar


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