Exhibit 4.3


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


                               MERRILL LYNCH
                                 ---------

                                  SPECIAL
                                 ---------

                                 PROTOTYPE

                         DEFINED CONTRIBUTION PLAN

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

              Base Plan Document #03 used in conjunction with

               Non-standardized Profit Sharing Plan with CODA
                       Letter Serial Number. D359287b
                    National Office Letter Date: 6/29/93

                Non-standardized Money Purchase Pension Plan
                       Letter Serial Number. D359288b
                    National Office Letter Date: 6/29/93

                    Non-standardized Profit Sharing Plan
                       Letter Serial Number. D359289b
                    National Office Letter Date: 6/29/93

                    Non-standardized Target Benefit Plan
                       Letter Serial Number. D361009a
                    National Office Letter Date: 6/29/93


       This Prototype Plan and Adoption Agreement are important legal
         instruments with legal and tax implications for which the
       Sponsor, Merrill Lynch, Pierce, Fenner & Smith, Incorporated,
      does not assume responsibility. The Employer is urged to consult
       with its own attorney with regard to the adoption of this Plan
                 and its suitability to its circumstances.



<PAGE>


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

                           ARTICLE I DEFINITIONS

1.1         "Account"                                                      1
1.2         "Account Balance"                                              1
1.3         "ACP Test"                                                     1
1.4         "Actual Deferral Percentage"                                   1
1.5         "Adjustment Factor"                                            1
1.6         "Administrator"                                                1
1.7         "Adoption Agreement"                                           1
1.8         "ADP Test"                                                     1
1.9         "Affiliate"                                                    1
1.10        "Annuity Contract"                                             1
1.11        "Average Actual Deferral Percentage"                           1
1.12        "Average Contribution Percentage"                              1
1.13        "Beneficiary"                                                  1
1.14        "Benefit Commencement Date"                                    2
1.15        "CODA"                                                         2
1.16        "CODA Compensation"                                            2
1.17        "Code"                                                         2
1.18        "Compensation"                                                 2
1.19        "Contribution Percentage"                                      3
1.20        "Contribution Percentage Amounts"                              3
1.21        "Defined Benefit Plan"                                         3
1.22        "Defined Contribution Plan"                                    3
1.23        "Disability"                                                   3
1.24        "Early Retirement"                                             3
1.25        "Early Retirement Date"                                        3
1.26        "Earned Income"                                                3
1.27        "Elective Deferrals"                                           3
1.28        "Elective Deferrals Account"                                   4
1.29        "Eligible Employee"                                            4
1.30        "Eligible Participant"                                         4
1.31        "Employee"                                                     4
1.32        "Employee Thrift Contributions"                                4
1.33        "Employee Thrift Contributions Account"                        4
1.34        "Employer"                                                     4
1.35        "Employer Account"                                             4
1.36        "Employer Contributions"                                       4
1.37        "Employer Contributions Account"                               4
1.38        "Employment"                                                   4
1.39        "Entry Date"                                                   4
1.40        "ERISA"                                                        4
1.41        "Excess Aggregate Contributions"                               5
1.42        "Excess Contributions"                                         5
1.43        "Excess Elective Deferrals"                                    5
1.44        "Family Member"                                                5
1.45        "401(k) Contributions Amounts"                                 5
1.46        "401(k) Election"                                              5
1.47        "Fully Vested Separation"                                      5
1.48        "Group Trust"                                                  5
1.49        "Highly Compensated Employee"                                  5
1.50        "Hour of Service"                                              6
1.51        "Immediately Distributable"                                    6
1.52        "Investment Manager"                                            6
1.53        "Key Employee"                                                 6
1.54        "Leased Employee"                                              7
1.55        "Limitation Year"                                              7
1.56        "Master or Prototype Plan"                                     7
1.57        "Matching 401(k) Contribution"                                 7
1.58        "Matching 401(k) Contributions Account"                        7
1.59        "Matching Thrift Contributions"                                7
1.60        "Matching Thrift Contributions Account"                        7
1.61        "Net Profits"                                                  7
1.62        "Nonhighly Compensated Employee"                               7
1.63        "Nonvested Separation"                                         7
1.64        "Normal Retirement Age"                                        7
1.65        "Owner-Employee"                                               7
1.66        "Partially Vested Separation"                                  8
1.67        "Participant"                                                  8
1.68        "Participant Contributions Account"                            8
1.69        "Participant-Directed Assets"                                  8
1.70        "Participant Voluntary Nondeductible Contributions"            8
1.71        "Participant Voluntary Nondeductible Contributions Account"    8
1.72        "Participating Affiliate"                                      8
1.73        "Period of Severance"                                          8
1.74        "Plan"                                                         8
1.75        "Plan Year"                                                    8
1.76        "Prototype Plan"                                               9
1.77        "Qualified Joint and Survivor Annuity"                         9
1.78        "Qualified Matching Contributions"                             9
1.79        "Qualified Matching Contributions Account"                     9
1.80        "Qualified Nonelective Contributions"                          9
1.81        "Qualified Nonelective Contributions Account"                  9
1.82        "Qualified Plan"                                               9
1.83        "Qualifying Employer Securities"                               9
1.84        "Rollover Contribution"                                        9
1.85        "Rollover Contributions Account"                               9
1.86        "Self-Employed Individual"                                     9
1.87        "Social Security Retirement Age"                               9
1.88        "Sponsor"                                                      9
1.89        "Spouse"                                                       9
1.90        "Surviving Spouse"                                             10
1.91        "Taxable Wage Base"                                            10
1.92        "Transferred Account"                                          10
1.93        "Trust"                                                        10
1.94        "Trust Fund"                                                   10
1.95        "Trustee"                                                      10
1.96        "Valuation Date"                                               10
1.97        "Vesting Service"                                              10
1.98        "Years of Service"                                             10

                          ARTICLE II PARTICIPATION

2.1         Admission as a Participant                                     10
2.2         Rollover Membership and Trust to Trust Transfer                11
2.3         Crediting of Service for Eligibility Purposes                  11
2.4         Termination of Participation                                   11
2.5         Limitation for Owner-Employee                                  11
2.6         Corrections with Regard to Participation                       12
2.7         Provision of Information                                       12

             ARTICLE III CONTRIBUTIONS AND ACCOUNT ALLOCATIONS

3.1         Employer Contributions and Allocations                         12
3.2         Participant Voluntary Nondeductible                            13
            Contributions
3.3         Rollover Contributions and Trust to Trust                      13
            Transfers
3.4         ss. 401(k) - Contributions and Account Allocations             13
3.5         Matching 401(k) Contributions                                  16
3.6         Thrift Contributions                                           18
3.7         Treatment of Forfeitures                                       19
3.8         Establishing of Accounts                                       19
3.9         Limitation on Amount of Allocations                            19
3.10        Return of Employer Contributions Under Special                 24
            Circumstances

                             ARTICLE IV VESTING

4.1         Determination of Vesting                                       24
4.2         Rules for Crediting Vesting Service                            24
4.3         Employer Accounts Forfeitures                                  24
4.4         Top-Heavy Provisions                                           25

                    ARTICLE V AMOUNT AND DISTRIBUTION OF
                      BENEFITS, WITHDRAWALS AND LOANS

5.1         Distribution Upon Termination of Employment                    27
5.2         Amount of Benefits Upon a Fully Vested                         27
            Separation
5.3         Amount of Benefits Upon a Partially Vested                     27
            Separation
5.4         Amount of Benefits Upon a Nonvested Separation                 27
5.5         Amount of Benefits Upon a Separation Due to                    27
            Disability
5.6         Distribution and Restoration                                   27
5.7         Withdrawals During Employment                                  28
5.8         Loans                                                          28
5.9         Hardship Distributions                                         30
5.10        Limitation on Commencement of Benefits                         30
5.11        Distribution Requirements                                      30

             ARTICLE VI FORMS OF PAYMENT OF RETIREMENT BENEFITS

6.1         Methods of Distribution                                        34
6.2         Election of Optional Forms                                     35
6.3         Change in Form of Benefit Payments                             36
6.4         Direct Rollovers                                               36

                         ARTICLE VII DEATH BENEFITS

7.1         Payment of Account Balances                                    37
7.2         Beneficiaries                                                  37
7.3         Life Insurance                                                 39

                          ARTICLE VIII FIDUCIARIES

8.1         Named Fiduciaries                                              40
8.2         Employment of Advisers                                         40
8.3         Multiple Fiduciary Capacities                                  40
8.4         Indemnification                                                40
8.5         Payment of Expenses                                            41

                       ARTICLE IX PLAN ADMINISTRATION

9.1         The Administrator                                              41
9.2         Powers and Duties of the Administrator                         41
9.3         Delegation of Responsibility                                   41

                 ARTICLE X TRUSTEE AND INVESTMENT COMMITTEE

10.1        Appointment of Trustee and Investment Committee                41
10.2        The Trust Fund                                                 42
10.3        Relationship with Administrator                                42
10.4        Investment of Assets                                           43
10.5        Investment Direction, Participant-Directed                     43
            Assets and Qualifying Employer Investments
10.6        Valuation of Accounts                                          45
10.7        Insurance Contracts                                            45
10.8        The Investment Manager                                         45
10.9        Powers of Trustee                                              46
10.10       Accounting and Records                                         47
10.11       Judicial Settlement of Accounts                                48
10.12       Resignation and Removal of Trustee                             48
10.13       Group Trust                                                    48

                  ARTICLE XI PLAN AMENDMENT OR TERMINATION

11.1        Prototype Plan Amendment                                       48
11.2        Plan Amendment                                                 49
11.3        Right of the Employer to Terminate Plan                        49
11.4        Effect of Partial or Complete Termination or
            Complete Discontinuance of Contributions                       50
11.5        Bankruptcy                                                     50

                    ARTICLE XII MISCELLANEOUS PROVISIONS

12.1        Exclusive Benefit of Participants                              50
12.2        Plan Not a Contract of Employment                              51
12.3        Action by Employer                                             51
12.4        Source of Benefits                                             51
12.5        Benefits Not Assignable                                        51
12.6        Domestic Relations Orders                                      51
12.7        Claims Procedure                                               51
12.8        Records and Documents; Errors                                  51
12.9        Benefits Payable to Minors, Incompetents and Others            52
12.10       Plan Merger or Transfer of Assets                              52
12.11       Participating Affiliates                                       52
12.12       Controlling Law                                                52
12.13       Singular and Plural and Article and Section References         52




<PAGE>

                                 ARTICLE I
                                DEFINITIONS

     As used in this Prototype Plan and in each Adoption Agreement, each of
the following terms shall have the meaning for that term set forth in this
Article I.

     1.1 Account: A separate Elective Deferrals Account, Employee Thrift
Contributions Account, Employer Contributions Account, Matching 401(k)
Contributions Account, Matching Thrift Contributions Account, Participant
Voluntary Nondeductible Contributions Account, Qualified Matching
Contributions Account, Qualified Nonelective Contributions Account,
Rollover Contribution Account, and Transferred Account, as the case may be.

     1.2 Account Balance: The value of an Account determined as of the
applicable Valuation Date.

     1.3 ACP Test: The Contribution Percentage test that is set forth in
Section 3.5.2 of the Plan.

     1.4 Actual Deferral Percentage: The ratio (expressed as a percentage),
of (A) Elective Deferrals made on behalf of an Eligible Participant for the
Plan Year (including Excess Elective Deferrals of Highly Compensated
Employees and, at the election of the Employer, Qualified Nonelective
Contributions and/or Qualified Matching Contributions), but excluding (1)
Excess Elective Deferrals of Nonhighly Compensated Employees that arise
solely from Elective Deferrals made under the Plan or plans of the Employer
or an Affiliate and (2) Elective Deferrals that are taken into account in
the ACP Test (provided the ADP Test is satisfied with or without the
exclusion of such Elective Deferrals) to (B) the Participant's CODA
Compensation for the Plan Year (whether or not the Eligible Employee was a
Participant for the entire Plan Year). The Actual Deferral Percentage of an
Eligible Participant who would be a Participant but for the failure to make
an Elective Deferral is zero.

     1.5 Adjustment Factor: The cost of living adjustment factor prescribed
by the Secretary of the Treasury under Code Section 415(d) for years
beginning after December 31, 1987, as applied to such items and in such
manner as the Secretary shall provide.

     1.6 Administrator: The Employer, unless otherwise specified by duly
authorized action by the Employer.

     1.7 Adoption Agreement: The document so designated with respect to
this Prototype Plan that is executed by the Employer, as amended from time
to time.

     1.8 ADP Test: The Average Actual Deferral Percentage test set
forth in Section 3.4.2(B) of the Plan.

     1.9 Affiliate: Any corporation or unincorporated trade or
business (other than the Employer) while it is:

          (A)  a member of a "controlled group of corporations" (within the
                meaning of Code Section 414(b)) of which the
                Employer is a member;

          (B)  a member of any trade or business under "common control"
               (within the meaning of Code Section 414(c)) with the
               Employer;

          (C)  a member of an "affiliated service group" (as that term is
               defined in Code Section 414(m)) which includes the Employer;
               or

          (D)  any other entity required to be aggregated with the Employer
               pursuant to Code Section 414(o). With respect to Section
               3.9, "Affiliate" status shall be determined in accordance
               with Code Section 415(h).

     1.10 Annuity Contract: An individual or group annuity contract issued
by an insurance company providing periodic benefits, whether fixed,
variable or both, the benefits or value of which a Participant or
Beneficiary cannot transfer, sell, assign, discount or pledge as collateral
for a loan or as security for the performance of an obligation, or for any
other purpose, to any person other than the issuer thereof. The terms of
any annuity contract purchased and distributed by the Plan to a Participant
or Spouse shall comply with the requirements of this Plan.

     1.11 Average Actual Deferral Percentage: For any group of Eligible
Participants, the average (expressed as a percentage) of the Actual
Deferral Percentages for each of the Eligible Participants in that group,
including those not making Elective Deferrals.

     1.12 Average Contribution Percentage: For any group of Eligible
Participants, the average (expressed as a percentage) of the Contribution
Percentages for each of the Participants in that group, including those on
whose behalf Matching 401(k) Contributions and/or Matching Thrift
Contributions, if applicable, are not being made.

     1.13 Beneficiary: A person or persons entitled to receive any payment
of benefits pursuant to Article VII.

     1.14 Benefit Commencement Date: The first day, determined pursuant to
Article V, for which a Participant or Beneficiary receives or begins to
receive payment in any form of distribution as a result of death,
Disability, termination of Employment, Early Retirement, Plan termination
or upon or after Normal Retirement Age or age 70-1/2.

     1.15 CODA: A cash or deferred arrangement pursuant to Code Section
401(k) which is part of a profit sharing plan and under which an Eligible
Participant may elect to make Elective Deferrals in accordance with Section
3.4.1.

     1.16 CODA Compensation: Solely for purposes of determining the Actual
Deferral Percentage and the Contribution Percentage, CODA Compensation
shall be Compensation excluding or including "elective contributions" as
specified in the Adoption Agreement. The preceding sentence shall be
effective for Plan Years beginning on or after January 1, 1989.

     1.17 Code: The Internal Revenue Code of 1986, as now in effect or as
amended from time to time. A reference to a specific provision of the Code
shall include such provision and any applicable regulation pertaining
thereto.

     1.18 Compensation: For purposes of contributions,
Compensation shall be defined in the Adoption Agreement and
Section 3.9.1(H), subject to any exclusions elected under Section
IAA(d) of the Adoption Agreement, Section 3.1.4 and the following
modifications:

          (A)  For a Self-Employed Individual, Compensation means his or
               her Earned Income, provided that if the Self-Employed
               Individual is not a Participant for an entire Plan Year, his
               or her Compensation for that Plan Year shall be his or her
               Earned Income for that Plan Year multiplied by a fraction
               the numerator of which is the number of days he or she is a
               Participant during the Plan Year and the denominator of
               which is the number of days in the Plan Year.

          (B)  Compensation of each Participant taken into account under
               this Plan for any Plan Year beginning after December 21,
               1988 shall be limited to the first $200,000 as adjusted by
               the Adjustment Factor. In determining the Compensation of a
               Participant for purposes of this limitation, the rule of
               Code Section 414(q)(6) shall apply, except in applying such
               rules, the term "family" shall include only the Spouse of
               the Participant and any lineal descendants of the
               Participant who have not attained the age of 19 before the
               close of the year. If, as a result of the application of
               such rules, the adjusted $200,000 limitation is exceeded,
               (except for purposes of determining the portion of
               Compensation up to the Integration Level if this Plan is
               integrated with Social Security), the limitation shall be
               prorated among the affected Participants in proportion to
               each such Participant's Compensation as determined under
               this Section 1.18 prior to the application of this
               limitation. In a manner applied uniformly to all Eligible
               Employees, only Compensation during the period in which the
               Employee is an Eligible Employee may be taken into account
               for purposes of the nondiscrimination tests described in
               Code Section 401(k) and 401(m).

          (C)  If Compensation for any prior Plan Year is taken into
               account in determining an Employee's contributions or
               benefits for the current year, the Compensation for such
               prior year is subject to the applicable annual compensation
               limit in effect for that prior year. For this purpose, for
               years beginning before January 1, 1990, the applicable
               annual compensation limit is $200,000.

          (D)  In addition to other applicable limitations set forth in the
               Plan, and not withstanding any other provision of the Plan
               to the contrary, for Plan Years beginning on or after
               January 1, 1994, the annual compensation of each employee
               taken into account under the Plan shall not exceed the
               OBRA'93 annual compensation limit. The OBRA'93 annual
               compensation limit is $150,000 as adjusted by the
               Commissioner for increases in the cost of living in
               accordance with Section 401(a)(17)(B) of the Internal
               Revenue Code.

     The cost of living 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 limitations under. Section 401(a)(17) of the Code shall
mean the OBRA'93 annual compensation limit set forth in this provision.

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

     1.19 Contribution Percentage: The ratio (expressed as a percentage) of
the Participant's Contribution Percentage Amounts to the Participant's CODA
Compensation for the Plan Year, whether or not the Eligible Employee was a
Participant for the entire Plan Year.

     1.20 Contribution Percentage Amounts: shall mean the sum of the: (A)
Matching 401(k) Contributions; (B) Matching Thrift Contributions; (C)
Qualified Matching Contributions (to the extent not taken into account for
purposes of the ADP Test), (D) Employee Thrift Contributions; and (E)
Participant Voluntary Nondeductible Contributions, as applicable, made on
behalf of the Participant for the Plan Year. Such Contribution Percentage
Amounts shall not include Matching 401(k) Contributions that are forfeited
either to correct Excess Aggregate Contributions or because the
contributions to which they relate are Excess Elective Deferrals, Excess
Contributions or Excess Aggregate Contributions. The Employer may include
Qualified Nonelective Contributions in the Contribution Percentage Amounts,
as specified in the Adoption Agreement. Elective Deferrals may also be used
in the Contribution Percentage Amounts so long as the ADP Test is met
before the Elective Deferrals are used in the ACP Test and continues to be
met following the exclusion of those Elective Deferrals that are used to
meet the ACP Test, as specified in the Adoption Agreement. An Eligible
Participant who does not direct an Elective Deferral or an Employee Thrift
Contribution shall be treated as an Eligible Participant on behalf of whom
no such contributions are made.

     1.21 Defined Benefit Plan: A plan of the type defined in Code Section
414(j) maintained by the Employer or Affiliate, as applicable.

     1.22 Defined Contribution Plan: A plan of the type defined in Code
Section 414(i) maintained by the Employer or Affiliate, as applicable.

     1.23 Disability: Disability as defined in the Adoption Agreement. The
permanence and degree of such impairment shall be supported by medical
evidence.

     1.24 Early Retirement: An actively employed Participant is eligible
for Early Retirement upon satisfying the requirements set forth in the
Adoption Agreement.

     1.25 Early Retirement Date: The Participant's Benefit Commencement
Date following his or her termination of Employment on or after satisfying
the requirements for Early Retirement and prior to Normal Retirement Age.

     1.26 Earned Income: The "net earnings from self-employment" within the
meaning of Code Section 401(c)(2) of a Self-Employed Individual from the
trade or business with respect to which the Plan is established, but only
if the personal services of the Self-Employed Individual are a material
income-producing factor in that trade or business. Net earnings will be
determined without regard to items not included in gross income and the
deductions properly allocable to or chargeable against such items and are
to be reduced by contributions by the Employer or Affiliate to a Qualified
Plan to the extent deductible under Code Section 404. Where this Plan
refers to Earned Income in the context of a trade or business other than
that with respect to which the Plan is adopted, the term Earned Income
means such net earnings as would be Earned Income as defined above if that
trade or business was the trade or business with respect to which the Plan
is adopted.

     Net earnings shall be determined with regard to the deduction allowed
to the Employer by Code Section 164(f) for taxable years beginning after
December 31, 1989.

     1.27 Elective Deferrals: Contributions made to the Plan during the
Plan Year by the Employer, at the election of the Participant, in lieu of
cash compensation and shall include contributions that are made pursuant to
a 401(k) Election. A Participant's Elective Deferral in any taxable year is
the sum of all Employer and Affiliate contributions pursuant to an election
to defer under any qualified cash or deferred arrangement, any simplified
employee pension plan or deferred arrangement as described in Code Section
402(h)(1)(B), any eligible deferred compensation plan under Code Section
457, any plan as described under Code Section 501(c)(18), and any Employer
contributions made on behalf of a Participant for the purchase of an
annuity under Code Section 403(b) pursuant to a salary reduction agreement.
Such contributions are nonforfeitable when made and are not distributable
under the terms of the Plan to Participants or their Beneficiaries earlier
than the earlier of:

          (A)  termination from Employment, death or Disability of the
               Participant;

          (B)  termination of the Plan without establishment of another
               Defined Contribution Plan by the Employer or an Affiliate;

          (C)  disposition by the Employer or Affiliate to an unrelated
               corporation of substantially all of its assets used in a
               trade or business if such unrelated corporation continues to
               maintain this Plan after the disposition but only with
               respect to Employees who continue employment with the
               acquiring unrelated entity. The sale of 85% of the assets
               used in a trade or business will be deemed a sale of
               'substantially all' the assets used in a trade or business;

          (D)  sale by the Employer or Affiliate to an unrelated entity of
               its interest in an Affiliate if such unrelated entity
               continues to maintain the Plan but only with respect to
               Employees who continue employment with such unrelated
               entity; or

          (E)  the events specified in Part B, Article VIII of the Adoption
               Agreement.

     Elective Deferrals shall not include any deferrals properly
distributed as an "Excess Amount" pursuant to Section 3.9.2.

     1.28 Elective Deferrals Account: The Account established for a
Participant pursuant to Section 3.8.1.

     1.29 Eligible Employee: Those Employees specified in the Adoption
Agreement.

     1.30 Eligible Participant: An Eligible Employee who has met the
eligibility requirements set forth in the Adoption Agreement whether or not
he or she makes Elective Deferrals and/or Employee Thrift Contributions.

     1.31 Employee: A Self-Employed Individual, or any individual who is
employed by the Employer in the trade or business with respect to which the
Plan is adopted and any individual who is employed by an Affiliate. Each
Leased Employee shall also be treated as an Employee of the recipient
Employer. The preceding sentence shall not apply, however, to any Leased
Employee who is (A) covered by a money purchase pension plan maintained by
the "leasing organization" referred to in Section 1.54 which provides, with
respect to such Leased Employee, a nonintegrated Employer contribution rate
of at least 10% of Limitation Compensation, but including amounts
contributed pursuant to a salary reduction agreement which are excluded
from the Employee's gross income under Code Section 402(a)(8), Code Section
402(h) or Code Section 403(b), immediate participation, and full and
immediate vesting and (B) such Leased Employees do not constitute more than
20% of the Employer's and Affiliates' nonhighly compensated workforce. For
purposes of the Plan, all Employees will be treated as employed by a single
employer.

     1.32 Employee Thrift Contributions: Employee nondeductible
contributions which are required to be eligible for a Matching Thrift
Contribution. Employee Thrift Contributions do not include Participant
Voluntary Nondeductible Contributions.

     1.33 Employee Thrift Contributions Account: The Account established
for a Participant pursuant to Section 3.8.3.

     1.34 Employer: The sole proprietorship, partnership or corporation
that adopts the Plan by executing the Adoption Agreement. For all purposes
relating to eligibility, participation, contributions, vesting and
allocations, Employer includes all Participating Affiliates.

     1.35 Employer Account: The Participant's Matching 401(k) Contributions
Account, Matching Thrift Contributions Account, Employer Contributions
Account, Qualified Matching Contributions Account and Qualified Nonelective
Contributions Account, as the case may be.

     1.36 Employer Contributions: Any contributions made by the Employer
for the Plan Year on behalf of a Participant in accordance with Section 3.1
of the Plan.

     1.37 Employer Contributions Account: The Account established for a
Participant pursuant to Section 3.8.2.

     1.38 Employment: An Employee's employment or self-employment with the
Employer, Affiliate or a "leasing organization" referred to in Section
1.54, or, to the extent required under Code Section 414(a)(2) or as
otherwise specified by the Administrator on a uniform and
non-discriminatory basis, any predecessor of any of them. If any of them
maintains a plan of a "predecessor employer" (within the meaning of Code
Section 414(a)(1)) employment or self-employment with the "predecessor
employer" will be treated as Employment. Additionally, if the trade or
business conducted by a Self-Employed Individual becomes incorporated, all
employment with that trade or business or with any Affiliate shall be
treated as Employment with the Employer.

     1.39 Entry Date: The date on which an Eligible Employee becomes a
Participant, as specified in the Adoption Agreement.

     1.40 ERISA: The Employee Retirement Income Security Act of 1974, as
amended from time to time. Reference to a specific provision of ERISA shall
include such provision and any applicable regulation pertaining thereto.

     1.41 Excess Aggregate Contributions: With respect to any Plan Year,
the excess of:

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

          (B)  The maximum Contribution Percentage Amounts permitted by the
               ACP Test (determined by reducing contributions made on
               behalf of Highly Compensated Employees in the order of their
               Contribution Percentages beginning with the highest of such
               percentages). Such determination shall be made after first
               determining Excess Elective Deferrals and then determining
               Excess Contributions.

     1.42 Excess Contributions: With respect to any Plan Year, the
aggregate amount of Elective Deferrals, Qualified Nonelective Contributions
and Qualified Matching Contributions, if applicable, actually paid over to
the Trust Fund on behalf of Highly Compensated Employees for such Plan
Year, over the maximum amount of such contributions permitted by the ADP
Test (determined by reducing contributions made on behalf of Highly
Compensated Employees in order of the Actual Deferral Percentages,
beginning with the highest of such percentages).

     1.43 Excess Elective Deferrals: The amount of Elective Deferrals for a
Participant's taxable year that are includible in the gross income of the
Participant to the extent that such Elective Deferrals exceed the Code
Section 402(g) dollar limitation and which the Participant allocates to
this Plan pursuant to the procedure set forth in Section 3.4.2. Excess
Elective Deferrals shall be treated as an Annual Addition pursuant to
Section 3.9, unless such amounts are distributed no later than the first
April 15th following the close of the Participant's taxable year.

     1.44 Family Member: An individual described in Code Section
414(q)(6)(B).

     1.45 401(k) Contributions Accounts: The Participant's Elective
Deferral Account, Qualified Nonelective Contributions Account, and/or
Qualified Matching Contributions Account, as the case may be.

     1.46 401(k) Election: The election by a Participant to make Elective
Deferrals in accordance with Section 3.4.1.

     1.47 Fully Vested Separation: Termination of Employment, by reason
other than death, of a Participant whose vested percentage in each Employer
Account is 100%.

     1.48 Group Trust: A Trust fund consisting of assets of any Plan
maintained and established by the Employer or an Affiliate pursuant to
Section 10.14.

     1.49 Highly Compensated Employee: The term Highly Compensated Employee
includes highly compensated active Employees and highly compensated former
employees.

          (A)  A highly compensated active Employee includes any Employee
               who performs service for the Employer or Affiliate during
               the Plan Year and who, during the look-back year (the
               twelve-month period immediately preceding the Plan Year):

               (i)  received Compensation from the Employer or Affiliate in
                    excess of $75,000 (as adjusted by the Adjustment
                    Factor);

               (ii) received Compensation from the Employer or Affiliate in
                    excess of $50,000 (as adjusted by the Adjustment
                    Factor) and was a member of the top-paid group for such
                    year; or

               (iii) was an officer of the Employer or Affiliate and
                    received Compensation during such year that is greater
                    than 50% of the Defined Benefit Dollar Limitation.

          (B)  The term Highly Compensated Employee also includes:

               (i)  Employees who are both described in the preceding
                    sentence if the term "Plan Year" is substituted for the
                    term "look-back year" and the Employee is one of the
                    100 Employees who received the most Compensation from
                    the Employer or Affiliate during the Plan Year; and

               (ii) Employees who are 5% owners at any time during the
                    look-back year or Plan Year.

          (C)  If no officer has received Compensation that is greater than
               50% of the Defined Benefit Dollar Limitation in effect
               during either the Plan Year or look-back year, the highest
               paid officer of such year shall be treated as a Highly
               Compensated Employee.

          (D)  A highly compensated former employee includes any Employee
               who terminated Employment (or was deemed to have terminated)
               prior to the Plan Year, performs no service for the Employer
               or Affiliate during the Plan Year, and was a highly
               compensated active employee for either the separation year
               or any Plan Year ending on or after the Employee's 55th
               birthday.

          (E)  If an Employee is, during a Plan Year or look-back year, a
               Family Member of either (i) a 5% owner who is an active or
               former Employee or (ii) a Highly Compensated Employee who is
               one of the ten most highly compensated employees ranked on
               the basis of Compensation paid by the Employer or Affiliate
               during such year, then the Family Member and the 5% owner or
               top-ten Highly Compensated Employee shall be aggregated. In
               such case, the Family Member and 5% owner or top-ten Highly
               Compensated Employee shall be treated as a single Employee
               receiving Compensation and plan contributions or benefits
               equal to the sum of such Compensation and contributions or
               benefits of the Family Member and 5% owner or top-ten Highly
               Compensated Employee. For purposes of this section, Family
               Member includes the Spouse, lineal ascendants and
               descendants of the Employee or former employee and the
               spouses of such lineal ascendants and descendants.

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

     1.50 Hour of Service: If the Employer elects in the Adoption Agreement
the hourly record method, an Hour of Service shall include:

          (A)  Each hour for which an Employee is paid, or entitled to
               payment, by the Employer or an Affiliate for the performance
               of duties for the Employer or an Affiliate. These hours will
               be credited to the Employee for each Plan Year in which the
               duties are performed, or with respect to eligibility under
               Article II, the applicable computation period under the
               definition of Year of Service in which the duties are
               performed;

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

          (C)  Each hour for which back pay, irrespective of mitigation of
               damages, is either awarded or agreed to by the Employer or
               an Affiliate. The same Hours of Service will not be credited
               both under subparagraph (A) or subparagraph (B), as the case
               may be, and under this subparagraph (C). These hours will be
               credited to the Employee for the Year of Service or other
               computation period to which the award or agreement pertains
               rather than the Year of Service or other computation period
               in which the award, agreement or payment is made.

     If the Employer elects in the Adoption Agreement the elapsed time
method, an Hour of Service is an hour for which an Employee is paid, or
entitled to payment, for the performance of duties for the Employer or an
Affiliate.

     With respect to both the hourly record method and the elapsed time
method, in addition to service with an Affiliate, Hours of Service will
also be credited for any individual considered an Employee for purposes of
this Plan under Code Section 414(n).

     1.51 Immediately Distributable: A Participant's Account is Immediately
Distributable if any part of such Account could be distributed to the
Participant or Participant's Surviving Spouse before the Participant
attains (or would have attained if not deceased) the later of Normal
Retirement Age or age 62.

     1.52 Investment Manager: Any person appointed by the Trustee or, with
respect to Participant-Directed Assets, by the Participant or Beneficiary
having the power to direct the investment of such assets, to serve as such
in accordance with Section 10.8.

     1.53 Key Employee: Any Employee or former Employee (and the
beneficiaries of such Employee) who at any time during the "determination
period" was (A) an officer of the Employer or Affiliate, having an annual
Compensation greater than 50% of the Defined Benefit Dollar Limitation for
any Plan Year within the "determination period"; (B) an owner (or
considered an owner under Code Section 318) of one of the ten largest
interests in the Employer or Affiliate if such individual's Compensation
exceeds 100% of the dollar limitation under Code Section 415(c)(1)(A); (C)
a "5% owner" (as defined in Code Section 416(i)) of the Employer or
Affiliate; or (D) a "1% owner" (as defined in Code Section 416(i)) of the
Employer or Affiliate who has an annual Compensation of more than $150,000.
Annual Compensation means compensation as defined in Code Section
415(c)(3), but including amounts contributed by the Employer pursuant to a
salary reduction agreement which are excludible from the Employee's gross
income under Code Section 125, Code Section 402(a)(8), Code Section 402(h)
or Code Section 403(b). The "determination period" is the Plan Year
containing the "determination date" and the four preceding Plan Years. The
"determination date" for the first Plan Year is the last day of that Plan
Year, and for any subsequent Plan Year is the last day of the preceding
Plan Year. The determination of who is a Key Employee will be made in
accordance with Code Section 416(i).

     1.54 Leased Employee: Any individual (other than an Employee of the
recipient Employer or Affiliate) who, pursuant to an agreement between the
Employer or Affiliate and any other person (the "leasing organization") has
performed services for the Employer (or for the Employer or Affiliate 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, which
services are of a type historically performed, in the business field of the
recipient Employer or Affiliate, by employees. Contributions or benefits
provided a Leased Employee by the leasing organization which are
attributable to services performed for the recipient Employer or Affiliate
shall be treated as provided by the recipient Employer.

     1.55 Limitation Year: The Limitation Year as specified in the Adoption
Agreement. All Qualified Plans maintained by the Employer must use the same
Limitation Year. If the Limitation Year is amended to a different
12-consecutive month period, the new Limitation Year must begin on a date
within the Limitation Year in which the amendment is made.

     1.56 Master or Prototype Plan: A plan the form of which is the subject
of a favorable opinion letter from the Internal Revenue Service.

     1.57 Matching 401(k) Contribution: Any contribution made by the
Employer to this and/or any other Defined Contribution Plan for the Plan
Year, by reason of the Participant's 401(k) Election, and allocated to a
Participant's Matching 401(k) Contributions Account or to a comparable
account in another Defined Contribution Plan. Matching 401(k) Contributions
are subject to the distribution provisions applicable to Employer Accounts
in the Plan.

     1.58 Matching 401(k) Contributions Account: The Account established for
a Participant pursuant to Section 3.8.4.

     1.59 Matching Thrift Contributions: Any contribution made by the
Employer for the Plan Year by reason of Employee Thrift Contributions.
Matching Thrift Contributions shall be subject to the distribution
provisions applicable to Employer Accounts in the Plan.

     1.60 Matching Thrift Contributions Account: The Account established
for a Participant pursuant to Section 3.8.5.

     1.61 Net Profits: The current and accumulated profits of the Employer
from the trade or business of the Employer with respect to which the Plan
is established, as determined by the Employer before deductions for
federal, state and local taxes on income and before contributions under the
Plan or any other Qualified Plan.

     1.62 Nonhighly Compensated Employee: An Employee of the Employer who
is neither a Highly Compensated Employee nor a Family Member.

     1.63 Nonvested Separation: Termination of Employment of a Participant
whose vested percentage in each Employer Account is 0%.

     1.64 Normal Retirement Age: The age specified in the Adoption
Agreement. Notwithstanding the Employer's election in the Adoption
Agreement, if, for Plan Years beginning before January 1, 1988, Normal
Retirement Age was determined with reference to the anniversary of the
participation commencement date (more than 5 but not to exceed 10 years),
the anniversary date for Participants who first commenced participation
under the Plan before the first Plan Year beginning on or after January 1,
1988, shall be the earlier of (A) the tenth anniversary of the date the
Participant commenced participation in the Plan (or such anniversary as had
been elected by the Employer, if less than 10) or (B) the fifth anniversary
of the first day of the first Plan Year beginning on or after January 1,
1988.

     1.65 Owner-Employee: An individual who is a sole proprietor, if the
Employer is a sole proprietorship, or if the Employer is a partnership, a
partner owning more than 10% of either the capital interest or the profits
interest in the Employer; provided that where this Plan refers to an
Owner-Employee in the context of a trade or business other than the trade
or business with respect to which the Plan is adopted, the term
Owner-Employee means a person who would be an Owner-Employer as defined
above if that other trade or business was the Employer.

     1.66 Partially Vested Separation: Termination of Employment of a
Participant whose vested percentage in any Employer Account is less than
100% but greater than 0%.

     1.67 Participant: An Employee who has commenced, but not terminated,
participation in the Plan as provided in Article II.

     1.68 Participant Contributions Account: The Participant's Participant
Voluntary Nondeductible Contributions Account and/or Employee Thrift
Contributions Account, as the case may be.

     1.69 Participant Directed Assets: The assets of an Account which are
invested, as described in Section 10.5.1, according to the direction of the
Participant or the Participant's Beneficiary, as the case may be, in either
individually selected investments or in commingled funds or in shares of
regulated investment companies.

     1.70 Participant Voluntary Nondeductible Contributions: Any voluntary
nondeductible contributions made in cash by a Participant to this Plan
other than Employee Thrift Contributions.

     1.71 Participant Voluntary Nondeductible Contributions Account: The
Account established for a Participant pursuant to Section 3.8.6.

     1.72 Participating Affiliate: Any Affiliate or any other employer
designated as such by the Employer, and by duly authorized action, that has
adopted the Plan with the consent of the Employer and has not withdrawn
therefrom.

     1.73 Period of Severance: For purposes of the hourly records method, a
Period of Severance is a period equal to the number of consecutive Plan
Years or, with respect to eligibility, the applicable computation period
under the definition of Year of Service, in which an Employee has 500 Hours
of Service or less. The Period of Severance shall be determined on the
basis of Hours of Service and shall commence with the first Plan Year in
which the Employee has 500 Hours of Service or less. With respect to any
period of absence during which a Period of Severance does not commence, the
Participant shall be credited with the Hours of Service (up to a maximum of
501 Hours of Service in a Plan Year) which would otherwise have been
credited to him or her but for such absence, or if such Hours of Service
cannot be determined, 8 Hours of Service for each day of absence.

     For purposes of the elapsed time method, a Period of Severance is a
continuous period of at least 12-consecutive months during which an
individual's Employment is not continuing, beginning on the date an
Employee retires, quits or is discharged or, if earlier, the first 12-month
anniversary of the date that the individual is otherwise first absent from
service (with or without pay) for any other reason, and ending on the date
the individual again performs an Hour of Service.

     Anything in the definition thereof to the contrary notwithstanding, a
Period of Severance shall not commence if the Participant is:

          (A)  On an authorized leave of absence in accordance with
               standard personnel policies applied in a nondiscriminatory
               manner to all Employees similarly situated and returns to
               active Employment by the Employer or Affiliate immediately
               upon the expiration of such leave of absence;

          (B)  On a military leave while such Employee's reemployment
               rights are protected by law and returns to active Employment
               within ninety days after his or her discharge or release (or
               such longer period as may be prescribed by law); or

          (C)  Absent from work by reason of (i) the pregnancy of the
               Employee, (ii) the birth of a child of the Employee, or
               (iii) the placement of a child with the Employment in
               connection with the adoption of such child by such Employee,
               or (iv) the care of such child for a period beginning
               immediately following such birth or placement. In
               determining when such a Participant's Period of Severance
               begins, the Participant will be credited with (i) for
               purposes of the elapsed time method, the 12-consecutive
               month period beginning on the first anniversary of the first
               date of such absence; or (ii) for purposes of the hourly
               records method, the Hours of Service he or she would
               normally have had but for such absence, or if such Hours
               cannot be determined, eight Hours of Service for each day of
               such absence; provided, however, that such Hours of Service
               shall not exceed 501 and shall be credited only in the year
               in which such absence began if such crediting would prevent
               the Participant from incurring a Period of Severance in that
               year, or in any other case, shall be credited in the
               immediately following year.

     1.74 Plan: The plan established by the Employer in the form of this
Prototype Plan and the applicable Adoption Agreement executed by the
Employer. The Plan shall have the name specified in the Adoption Agreement.

     1.75 Plan Year: Each 12-consecutive month period ending on the date
specified in the Adoption Agreement, during any part of which the Plan is
in effect.

     1.76 Prototype Plan: The Merrill Lynch Special Prototype Defined
Contribution Plan set forth in this document, as amended or restated from
time to time.

     1.77 Qualified Joint and Survivor Annuity: An immediate annuity for
the life of Participant with a survivor annuity continuing after the
Participant's death to the Participant's Surviving Spouse for the Surviving
Spouse's life in an amount equal to 50% of the amount of the annuity
payable during the joint lives of the Participant and such Surviving Spouse
and which is the actuarial equivalent of a single life annuity which could
be provided for the Participant under an Annuity Contract purchased with
the aggregate vested Account Balances of the Participant's Accounts at the
Benefit Commencement Date.

     1.78 Qualified Matching Contributions: Matching Contributions which,
pursuant to the election made by the Employer, and in accordance with Code
Section 401(m), are nonforfeitable when made and subject to the limitation
on distribution set forth in the definition of Qualified Nonelective
Contributions.

     1.79 Qualified Matching Contributions Account: The Account established
for a Participant pursuant to Section 3.8.7.

     1.80 Qualified Nonelective Contributions: Contributions (other than
Matching 401(k) Contributions, Qualified Matching 401(k) Contributions or
Elective Deferrals), if any, made by the Employer which the Participant may
not elect to receive in cash until distributed from the Plan, which are
nonforfeitable when made, and which are not distributable under the terms
of the Plan to Participants or their Beneficiaries earlier than the earlier
of:

          (A)  termination of Employment death, or Disability of the
               Participant;

          (B)  attainment of the age 59-1/2 by the Participant;

          (C)  termination of the Plan without establishment of another
               Defined Contribution Plan by the Employer or an Affiliate;

          (D)  disposition by the Employer or Participating Affiliate to an
               unrelated corporation of substantially all of its assets
               used in a trade or business if such unrelated corporation
               continues to maintain this Plan after the disposition but
               only with respect to Employees who continue employment with
               the acquiring unrelated entity. The sale of 85% of the
               assets used in a trade or business will be deemed a sale of
               "substantially all" the assets used in a trade or business;

          (E)  sale by the Employer to an unrelated entity of its interest
               in an Affiliate if such unrelated entity continues to
               maintain the Plan but only with respect to Employees who
               continue employment with such unrelated entity; and

          (F)  effective for Plan Years beginning before January 1, 1989,
               upon the hardship of the Participant.

     1.81 Qualified Nonelective Contributions Account: The Account
established for a Participant pursuant to Section 3.8.7.

     1.82 Qualified Plan: A Defined Benefit Plan or Defined Contribution
Plan.

     1.83 Qualifying Employer Securities: Employer securities, as that term
is defined in ERISA Section 407(d)(5).

     1.84 Rollover Contribution: A contribution described in Section 3.4.

     1.85 Rollover Contributions Account: The Account established for a
Participant pursuant to Section 3.8.9.

     1.86 Self-Employed Individual: An individual who has Earned Income for
the Plan Year involved from the trade or business for which the Plan is
established, or who would have had such Earned Income but for the fact that
the trade or business with respect to which the Plan is established had no
Net Profits for that Plan Year.

     1.87 Social Security Retirement Age: Age 65 in the case of a
Participant attaining age 62 before January 1, 2000 (i.e., born before
January 1, 1938), age 66 for a Participant attaining age 62 after December
31, 1999, and before January 1, 2017 (i.e., born after December 31, 1937,
but before January 1, 1955), and age 67 for a Participant attaining age 62
after December 31, 2016 (i.e., born after December 31, 1954).

     1.88 Sponsor: The mass submitter, Merrill Lynch, Pierce, Fenner &
Smith Incorporated and any successor thereto, and any other qualifying
sponsoring organization who sponsors with the consent of the mass
submitter, the Prototype Plan and makes the Prototype Plan available for
adoption by Employers.

     1.89 Spouse: The person married to a Participant, provided that a
former spouse will be treated as the Spouse to the extent provided under a
"qualified domestic relations order" (or a "domestic relations order"
treated as such) as referred to in Section 12.6.

     1.90 Surviving Spouse: The person married to a Participant on the
earliest of:

          (A)  the date of the Participant's death;

          (B)  the Participant's Benefit Commencement Date; or

          (C)  the date on which an Annuity Contract is purchased for the
               Participant providing benefits under the Plan;

Anything contained herein to the contrary notwithstanding, a former spouse
will be treated as the Surviving Spouse to the extent provided under a
"qualified domestic relations order" (or a "domestic relations order"
treated as such) as referred to in Section 12.6.

     1.91 Taxable Wage Base: The maximum amount of earnings which may be
considered "wages" for the Plan Year involved under Code Section
3121(a)(1).

     1.92 Transferred Account: The Account established for a Participant
pursuant to Section 3.8.10.

     1.93 Trust: The trust established under the Plan to which Plan
contributions are made and in which Plan assets are held.

     1.94 Trust Fund: The assets of the Trust held by or in the name of the
Trustee.

     1.95 Trustee: The person appointed as Trustee pursuant to Article X
and any successor Trustee.

     1.96 Valuation Date: The last business day of each Plan Year, the date
specified in the Adoption Agreement or determined pursuant to Section 10.6,
if applicable, and each other date as may be determined by the
Administrator.

     1.97 Vesting Service: The Years of Service credited to a Participant
under Article IV for purposes of determining the participant's vested
percentage in any Employer Account established for the Participant.

     1.98 Years of Service: If the Employer elects the hourly records
method in the Adoption Agreement, an Employee shall be credited with one
Year of Service for each Plan Year in which he or she has 1,000 Hours of
Service. Solely for purposes of eligibility to participate, an Employee
shall be credited with a Year of Service on the last day of the
12-consecutive month period which begins on the first day on which he or
she has an Hour of Service, if he or she has at least 1,000 Hours of
Service in that period. If an Employee fails to be credited with a Year of
Service on such date, he or she shall be credited with a Year of Service on
the last day of each succeeding 12-consecutive month period.

     If the Employer elects the elapsed time method in the Adoption
Agreement, the Employee's Years of Service shall be a span of service equal
to the sum of:

          (A)  the period commencing on the date the Employee first
               performs an Hour of Service and ending on the date he or she
               quits, retires, is discharged, dies, or if earlier, the
               12-month anniversary of the date on which the Employee was
               otherwise first absent from service (with or without pay)
               for any other reason; and

          (B)  (i) if the Employee quits, retires, or is discharged, the
               period commencing on the date the Employee terminated his or
               her Employment and ending on the first date on which he or
               she again performs an Hour of Service, if such date is
               within 12 months of the date on which he or she last
               performed an Hour of Service; or

               (ii) if the Employee is absent from work for any other
                    reason, and, within 12 months of the first day of such
                    absence, the Employee quits, retires or is discharged,
                    the period commencing on the first day of such absence
                    and ending on the first day he or she again performs an
                    Hour of Service if such day is within 12 months of the
                    date his or her absence began.

     With respect to both the elapsed time method and the hourly record
method, service with a predecessor employer, determined in the manner in
which the rules of this Plan would have credited such service had the
Participant earned such service under the terms of this Plan, may be
included in Years of Service, as specified in the Adoption Agreement.

                                ARTICLE II
                               PARTICIPATION

     2.1 Admission as a Participant

          2.1.1 An Eligible Employee shall become a Participant on the
Entry Date coincident with or next following the date on which he or she
meets the eligibility requirements specified in the Adoption Agreement;
provided, however that

          (A)  an Eligible Employee who has met the eligibility
               requirements as of the first day of the Plan Year in which
               the Plan is adopted as a new Plan shall become a Participant
               as of such date;

          (B)  an Eligible Employee who had met the eligibility
               requirements of a plan that is restated and/or amended to
               become this Plan shall become a Participant as of the date
               this Plan is adopted; and

          (C)  if selected in the Adoption Agreement, an Eligible Employee
               shall become a Participant on the effective date of the Plan
               providing he or she is an Eligible Employee on such date.

          2.1.2 An Employee who did not become a Participant on the Entry
Date coincident with or next following the day on which he or she met the
eligibility requirements because he or she was not then an Eligible
Employee shall become a Participant on the first day on which he or she
again becomes an Eligible Employee unless determined otherwise in
accordance with Section 23.1 of the Plan.

          2.1.3 If the Plan includes a CODA or thrift feature, in addition
to the participation requirements set forth in Section 2.1.1, an Eligible
Employee shall become a Participant upon filing his or her 401(k) Election
or election to make Employee Thrift Contributions with the Administrator.
An election shall not be required if the Employer has elected to make
contributions to an Employer Account and/or Qualified Nonelective
Contributions with respect to all Eligible Participants.

          2.1.4 An individual who has ceased to be a Participant and who
again becomes an Eligible Employee shall become a Participant immediately
upon reemployment as an Eligible Employee unless determined otherwise in
accordance with Section 23.1 of the Plan.

     2.2 Rollover Membership and Trust to Trust Transfer

     An Eligible Employee who makes a Rollover Contribution or a trust to
trust transfer shall become a Participant as of the date of such
contribution or transfer even if he or she had not previously become a
Participant. Such an Eligible Employee shall be a Participant only for the
purposes of such Rollover Contribution or transfer and shall not be
eligible to share in contributions made by the Employer until he or she has
become a Participant in accordance with Section 2.1.

     2.3 Crediting of Service for Eligibility Purposes

          2.3.1 For purposes of eligibility to participate, an Eligible
Employee or Participant without any vested interest in any Employer Account
and without an Elective Deferrals Account who terminates Employment shall
lose credit for his or her Years of Service prior to such termination of
Employment if his or her Period of Severance equals or exceeds five years
or, if greater, the aggregate number of Years of Service.

          2.3.2 For purposes of eligibility to participate, a Participant
who has a vested interest in any Employer Account and who terminates
Employment shall retain credit for his or her Years of Service prior to
such termination of Employment without regard to the length of his or her
Period of Severance. In the event such Participant returns to Employment,
he or she shall participate immediately.

          2.3.3 A former Eligible Employee who was not a Participant who
again becomes an Eligible Employee with no Years of Service to his or her
credit shall be treated as a new Employee.

     2.4 Termination of Participation

     A Participant shall cease to be a Participant:

          (A)  upon his or her death;

          (B)  upon the payment to him or her of all nonforfeitable
               benefits due to him or her under the Plan, whether directly
               or by the purchase of an Annuity Contract; or

          (C)  upon his or her Nonvested Separation.

     2.5 Limitation for Owner-Employee

          2.5.1 If the Plan provides contributions or benefits for one or
more Owner-Employees who control the trade or business for which this Plan
is established and who also control as an Owner-Employee of as
Owner-Employees one or more other trades or businesses, this Plan and the
plan established for each such other trade or business must, when looked at
as a single plan, satisfy the requirements of Code Sections 401(a) and (d)
with respect to the employees of this and all of such other trades or
businesses.

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

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

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

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

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

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

     2.6 Corrections with Regard to Participation

          2.6.1 If in any Plan Year an Eligible 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 the Employer for
the year has been made, the Employer shall make a subsequent contribution
with respect to the omitted Eligible Employee in the amount which would
have contributed with respect to such Eligible Employee had he or she not
been omitted. Such contribution shall be made whether or not it is
deductible in whole or in part in any taxable year under applicable
provisions of the Code. It shall be the responsibility of the Employer and
Administrator to take any and all actions as required by this Section 26.1.

          2.6.2 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 amount contributed on behalf of such ineligible
person shall constitute a forfeiture for the Plan year in which the
discovery is made. It shall be the responsibility of the Employer and
Administrator to take any and an actions as required by this Section 26.2

     2.7 Provision of Information

     Each Employee shall execute such forms as may reasonably be required
by the Administrator, and shall make available to the Administrator any
information the Administrator may reasonably request in this regard. By
virtue of his or her participation in this Plan, an Employee agrees, on his
or her own behalf and on behalf of all persons who may have or claim any
right by reason of the Employee's participation in the Plan, to be bound by
all provisions of the Plan.

                                ARTICLE III
                   CONTRIBUTIONS AND ACCOUNT ALLOCATIONS

     3.1 Employer Contributions and Allocations

          3.1.1 If the Plan is a profit-sharing plan, the Employer will
contribute cash and/or Qualifying Employer Securities to the Trust Fund, in
such amount, if any, as specified in the Adoption Agreement and with
respect to Qualifying Employer Securities as is consistent with Sections
10.4.2 and 10.4.3. If the Plan is a profit-sharing plan, Net Profits may be
necessary for an Employer to make contributions, as specified in the
Adoption Agreement. Employer Contributions for a Plan Year will be
allocated no later than the last day of the Plan Year to the Employer
Contributions Account of Participants eligible for an allocation in the
manner specified in the Adoption Agreement. A not-for-profit corporation
may adopt a profit-sharing plan as an incentive plan; provided, however,
that such a plan may not contain a CODA feature unless otherwise permitted
by law.

          3.1.2 If the Plan is a money purchase pension plan, the Employer
will contribute cash to the Trust Fund in an amount equal to that
percentage of the Compensation of each Participant eligible for an
allocation of Employer contributions for that Plan Year as specified in the
Adoption Agreement. Employer Contributions for the Plan Year will be
allocated as of the last day of the Plan Year to the Employer Contributions
Accounts of Participants eligible for an allocation and entitled to share
in such contributions in the manner specified in the Adoption Agreement.

          3.1.3 If the Plan is a target benefit plan, the Employer will
contribute cash to the Trust Fund in an amount specified in the Adoption
Agreement. The amount contributed with respect to the targeted benefit of
each Participant eligible for an allocation for that Plan Year will be
allocated as of the last day of the Plan Year to the Participant's Employer
Contributions Account in the manner specified in the Adoption Agreement.

          3.1.4 If the Employer elects in the Adoption Agreement to make
contributions on behalf of a Participant whose Employment terminated due to
Disability, "Compensation" shall mean, with respect to such Participant,
the Compensation he or she would have received for the entire calendar year
in which the Disability occurred if he or she had been paid for such year
at the rate at which he or she was being paid immediately prior to such
Disability. Employer Contributions may be taken into account only if the
Participant is a Nonhighly Compensated Employee and contributions made on
his or her behalf are nonforfeitable.

          3.1.5 If an Employer has adopted more than one Adoption
Agreement, or has adopted a plan pursuant to the Merrill Lynch Special
Prototype Defined Benefit Plan and Trust, only one Adoption Agreement may
be integrated with Social Security.

          3.1.6 For purposes of the Plan, contributions provided by the
"leasing organization" referred to in Section 1.37 of a Leased Employee
which are attributable to services performed for the Employer shall be
treated as provided by the Employer.

     3.2 Participant Voluntary Nondeductible Contributions

          3.2.1 If elected by the Employer in the Adoption Agreement, each
Participant while actively employed may make Participant Voluntary
Nondeductible Contributions in cash in a dollar amount or a percentage of
Compensation which does not, when included in the Contribution Percentage
Amount, exceed the limitations set forth in Code Section 401(m).

          3.2.2 Participant Voluntary Nondeductible Contributions shall be
made in accordance with rules and procedures adopted by the Administrator.

     3.3 Rollover Contributions and Trust to Trust Transfers

          3.3.1 Any Eligible Employee or Participant may make a Rollover
Contribution under the Plan. A Rollover Contribution shall be in cash or in
other property acceptable to the Trustee and shall be a contribution
attributable to (a) a "qualified total distribution" (as defined in Code
Section 402(a)(5)), distributed to the contributing Employee under Code
Section 402(a)(5) from a Qualified Plan or distributed to the Employee
under Code Section 403(a)(4) from an "employee annuity" or referred to in
that section, or (b) a payout or distribution to the Employee referred to
in Code Section 408(d)(3) from an "individual retirement account" or an
"individual retirement annuity" described, respectively, in Code Section
408(a) or Section 408(b) consisting exclusively of amounts attributable to
"qualified total distributions" (as defined in Code Section 402(a)(5)) from
a Qualified Plan. The Plan shall not accept a Rollover Contribution
attributable to any accumulated deductible employee contributions as
defined by Code Section 72(o)(5)(B). The Trustee may condition acceptance
of a Rollover Contribution upon receipt of such documents as it may
require. In the event that an Employee makes a contribution pursuant to
this Section 3.3 intended to be a Rollover Contribution but which did not
qualify as a Rollover Contribution, the Trustee shall distribute to the
Employee as soon as practicable after that conclusion is reached the entire
Account balance in his or her Rollover Contributions Account deriving from
such contributions determined as of the valuation date coincident with or
immediately preceding such discovery.

          3.3.2 Any Eligible Employee or Participant may direct the
Administrator to direct the Trustee to accept a transfer to the Trust Fund
from another trust established pursuant to another Qualified Plan of all or
any part of the assets held in such other trust The Plan shall not accept a
direct transfer attributable to accumulated deductible employee
contributions as defined by Code Section 72(o)(5)(B). The Trustee may
condition acceptance of such a trust to trust transfer upon receipt of such
documents as it may require.

     3.4 Section 401(k) Contributions and Account Allocations

          3.4.1 Elective Deferrals

          (A) Amount of Elective Deferrals

     Subject to the limitations contained in Section 3.4.2, the Employer
will contribute cash to the Trust Fund in an amount equal to:

               (i)  as specified on the Participant's 401(k) Election form
                    the specific dollar amount, or the deferral percentage
                    multiplied by each such Participant's Compensation or

               (ii) a bonus contribution made pursuant to Section 3.4.1(C).

          (B)  The amount elected by a Participant pursuant to a 401(k)
               Election shall be determined within the limits specified in
               the Adoption Agreement. The 401(k) Election shall be made on
               a form provided by the Administrator but no election shall
               be effective prior to approval by the Administrator. The
               Administrator may reduce the amount of any 401(k) Election,
               or make such other modifications as necessary, so that the
               Plan complies with the provisions of the Code. A
               Participant's 401(k) Election shall remain in effect until
               modified or terminated. Modification or termination of a
               401(k) Election shall be made at such time as specified in
               the Adoption Agreement.

          (C)  If elected by the Employer in the Adoption Agreement, an
               Eligible Employee may make a 401(k) Election to have an
               amount withheld up to the amount of any bonus payable for
               such Plan Year and direct the Employer to contribute the
               amount so withheld to his or her Elective Deferrals Account.

          3.4.2 Limitation on Elective Deferrals

          (A)  Maximum Amount of Elective Deferrals and Distribution of
               Excess Elective Deferrals

               (i)  No Participant shall be permitted to have Elective
                    Deferrals made under this Plan, or any other Qualified
                    Plan maintained by the Employer, during any Plan Year
                    in excess of the dollar limitation contained in Code
                    Section 402(g) in effect at the beginning of the
                    Participant's taxable year.

               (ii) Notwithstanding any other provision of the Plan, Excess
                    Elective Deferrals made to this Plan or assigned to
                    this Plan, plus any income and minus any loss allocable
                    thereto, shall be distributed no later than April 15,
                    1988, and each April 15 thereafter, to Participants to
                    whose accounts Excess Elective Deferrals were
                    designated for the preceding Plan Year and who claim
                    Excess Elective Deferrals for such taxable year. Excess
                    Elective Deferrals shall be treated as Annual
                    Additions.

               (iii) Claims. A Participant may designate to this Plan any
                    amount of his or her Elective Deferrals as Excess
                    Elective Deferrals during his or her taxable year. A
                    Participant's claim shall be in writing, shall be
                    submitted to the Administrator no later than March 1,
                    shall specify the Participant's Excess Elective
                    Deferral for the preceding Plan Year, and shall be
                    accompanied by the Participant's written statement that
                    if such amounts are not distributed, such Excess
                    Elective Deferral, when added to amounts deferred under
                    other plans or arrangements described in Code Section
                    401(k), Code Section 408(k), Code Section 403(b) or
                    Code Section 457, exceeds the limit imposed on the
                    Participant by Code Section 402(g) for the year in
                    which the deferral occurred. A Participant is deemed to
                    notify the Administrator of any Excess Elective
                    Deferrals that arise by taking into account only those
                    Elective Deferrals made to this Plan and any other
                    plans of the Employer or an Affiliate.

               (iv) Determination of Income or Loss. Excess Elective
                    Deferrals shall be adjusted for income or loss up to
                    the date of distribution. The income or loss allocable
                    to Participant's Excess Elective Deferrals is the sum
                    of: (1) the income or loss allocable to the
                    Participant's Elective Deferrals Account for the
                    Participant's taxable year multiplied by a fraction,
                    the numerator of which is the Participant's Excess
                    Elective Deferrals for the Participant's taxable year
                    and the denominator of which is the Account Balance of
                    the Participant's Elective Deferrals Account without
                    regard to any income or loss occurring during such
                    taxable year; and (2) ten percent of the amount
                    determined under (1) multiplied by the number of whole
                    calendar months between the end of the Participant's
                    taxable year and the date of distribution, counting the
                    month of distribution if distribution occurs after the
                    15th of such month.

     Anything in the preceding paragraph of this Section 3.42(A)(iv) to the
contrary notwithstanding, any reasonable method for computing the income or
loss allocable to Excess Elective Deferrals may be used, provided that such
method is used consistently for all Participants and for all corrective
distributions under the Plan, and is used by the Plan for allocating income
or loss to Participants' Accounts. Income or loss allocable to the period
between the end of the taxable year and the date of distribution may be
disregarded in determining income or loss.

          (B) ADP Test

     The Average Actual Deferral Percentage for Highly Compensated
Employees for each Plan Year and the Average Actual Deferral Percentage for
Nonhighly Compensated Employees for the same Plan Year must satisfy one of
the following tests:

               (i)  The Average Actual Deferral Percentage for Eligible
                    Participants who are Highly Compensated Employees for
                    the Plan Year shall not exceed the Average Actual
                    Deferral Percentage for Eligible Participants who are
                    Nonhighly Compensated Employees for the Plan Year
                    multiplied by 1.25; or

               (ii) The Average Actual Deferral Percentage for Eligible
                    Participants who are Highly Compensated Employees for
                    the Plan Year shall not exceed the Average Actual
                    Deferral Percentage for Eligible Participants who are
                    Nonhighly Compensated Employees for the Plan Year
                    multiplied by 2.0; provided that the Average Actual
                    Deferral Percentage for Eligible Participants who are
                    Highly Compensated Employees does not exceed the
                    Average Actual Deferral Percentage for Participants who
                    are Nonhighly Compensated Employees by more than two
                    percentage points.

          (C) Special Actual Deferral Percentage Rules

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

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

               (iii) For purposes of determining the Actual Deferral
                    Percentage of an Eligible Participant who is a 5% owner
                    or one of the ten most highly paid Highly Compensated
                    Employees, the Elective Deferrals (and Qualified
                    Matching Contributions or Qualified Nonelective
                    Contributions, or both, if treated as Elective
                    Deferrals for purposes of one of the tests referred to
                    in Section 3.4.2(B)) and CODA Compensation of such
                    Participant shall include the Elective Deferrals (and,
                    if applicable, Qualified Matching Contributions,
                    Qualified Nonelective Contributions) and CODA
                    Compensation for the Plan Year of Family Members.
                    Family Members with respect to such Highly Compensated
                    Emmployees shall be disregarded as separate employees
                    in determining the Actual Deferral Percentage both for
                    Eligible Participants who are Nonhighly Compensated
                    Employees and for Eligible Participants who are Highly
                    Compensated Employees.

               (iv) For purposes of determining the ADP Test, Elective
                    Deferrals, Qualified Matching Contributions, and
                    Qualified Nonelective must be made before the last day
                    of the 12-month period immediately following the Plan
                    Year to which such contributions relate.

               (v)  The Employer shall maintain records sufficient to
                    demonstrate satisfaction of the ADP Test and the amount
                    of Qualified Nonelective Contributions and/or Qualified
                    Matching Contribution used in such test.

               (vi) The determination and treatment of the Elective
                    Deferrals, Qualified Matching Contributions, and
                    Qualified Nonelective Contributions, used in the ADP
                    Test shall satisfy such other requirements as may be
                    prescribed by the Secretary of the Treasury.

          (D)  Distribution of Excess Contributions

               (i)  In General. Notwithstanding any other provision of the
                    Plan except Section 3.4.2(E), Excess Contributions,
                    plus any income and minus any loss allocable thereto,
                    shall be distributed no later than the last day of each
                    Plan Year beginning after December 31, 1987, to
                    Participants to whose Accounts Elective Deferrals,
                    Qualified Matching Contributions, and Qualified
                    Nonelective Contributions were allocated for the
                    preceding Plan Year.(1) Excess Contributions of
                    Participants who are subject to the Family Member
                    aggregation rules shall be allocated among the Family
                    Members in proportion to the Elective Deferrals (and
                    amounts treated as Elective Deferrals) of each Family
                    Member that is combined to determine the combined
                    Actual Deferral Percentage. Excess Contributions shall
                    be treated as Annual Additions.

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

(1)  Distribution of Excess Contributions on or before the last day of the
     Plan Year after the Plan Year in which such excess amounts arose is
     required under Code Section 401(k)(8) if the Plan is to maintain its
     tax-qualified status. However, if such excess amounts, plus any income
     and minus any loss allocable thereto, are distributed more than 2-1/2
     months after the last day of the Plan Year in which such excess
     amounts arose, then Code Section 4979 imposes a 10% excise tax on the
     employer maintaining the plan with respect to such amounts.

               (ii) Determination of Income or Loss. Excess Contributions
                    shall be adjusted for any income or loss up to the date
                    of distribution. The income or loss allocable to Excess
                    Contributions is the sum of: (1) the income or loss
                    allocable to the Participant's Elective Deferrals
                    Account (and, if applicable, the Qualified Nonelective
                    Contributions Account or the Qualified Matching
                    Contributions Account or both) for the Plan Year
                    multiplied by a fraction, the numerator of which is
                    such Participant's Excess Contributions for the year
                    and the denominator of which is the Account Balances of
                    Participant's Elective Deferrals Account, Qualified
                    Nonelective Contributions Account and Qualified
                    Matching Contributions Account if any of such
                    contributions are included in the ADP Test, without
                    regard to any income or loss occurring during such Plan
                    Year, and

               (iii) (2) 10% of the amount determined under (1) multiplied
                    by the number of whole calendar months between the end
                    of the Plan Year and the date of distribution, counting
                    the month of distribution if distribution occurs after
                    the 15th of such month.

     Anything in the preceding paragraph of this Section 3.4.2(D)(ii) to
the contrary notwithstanding, any reasonable method for computing the
income or loss allocable to Excess Contributions may be used, provided that
such method is used consistently for all Participants and for all
corrective distributions under the Plan for the Plan Year, and is used by
the Plan for allocating income or loss to Participant's Accounts. Income or
loss allocable to the period between the end of the Plan Year and the date
of distribution may be disregarded in determining income or loss.

               (iv) Accounting for Excess Contributions. Amounts
                    distributed under this Section 3.4.2(D) shall fast be
                    distributed from the Participant's Elective Deferrals
                    Account and Qualified Matching Contributions Account in
                    proportion to the Participant's Elective Deferrals and
                    Qualified Matching Contributions (to the extent used in
                    the ADP Test) for the Plan Year. Excess Contributions
                    shall be distributed from the Participant's Qualified
                    Nonelective Contributions Account only to the extent
                    that such Excess Contributions exceed the balance in
                    the Participant's Elective Deferrals Account and
                    Qualified Matching Contributions Account.

          (E)  In lieu of distributing Excess Contributions pursuant to the
               preceding Section 3.4.2(D), and as specified in the Adoption
               Agreement, the Employer may make special Qualified
               Nonelective Contribution on behalf of Nonhighly Compensated
               Employees that are sufficient to satisfy the ADP Test.

          (F)  In lieu of distributing Excess Contributions, the
               Participant may treat his or her Excess Contributions as an
               amount distributed and then re-contributed by such
               Participant. Recharacterized amounts are 100% nonforfeitable
               and subject to the same distribution requirements as
               Elective Deferrals. Amounts may not be recharacterized by a
               Highly Compensated Employee to the extent that such amount
               in combination with other amounts made to the Particpant's
               Participant Contributions Account would exceed any stated
               limit on such contributions, as specified in the Adoption
               Agreement. If Excess Contributions are recharacterized, they
               must be so no later than two and one half months after the
               last day of the Plan Year in which such Excess Contributions
               arose and they are deemed to occur no earlier than the date
               the last Highly Compensated Employee is informed in writing
               of the amount recharacterized and the consequences thereof.
               Recharacterized amounts are taxable to the Participant for
               the tax year in which he or she would have received such
               contributions in cash.

          (G)  Under no circumstances may Elective Deferrals, Qualified
               Matching Contributions and Qualified Nonelective
               Contributions be contributed and allocated to the Trust
               later than the last day of the 12-month period immediately
               following the Plan Year to which such contributions relate.

     3.5 Matching 401(k) Contributions

          3.5.1 Amount of Matching Contributions. Subject to the
limitations contained in Sections 3.9 and 3.5.2, for each Plan Year the
Employer will contribute in cash and/or Qualifying Employer Securities,
Matching 401(k) Contributions to the Trust Fund in an amount, if any,
calculated by reference to the Participants' Elective Deferrals as
specified in the Adoption Agreement.

          3.5.2 Limitation on Contribution Percentage

          (A) ACP Test

     The Average Contribution Percentage for Eligible Participants who are
Highly Compensated Employees for the Plan Year and the Average
Contributions Percentage for Eligible Participants who are Nonhighly
Compensated Employees for the same Plan Year must satisfy one of the
following tests:

               (i)  the Average Contribution Percentage for Eligible
                    Participants who are Highly Compensated Employees for
                    the Plan Year shall not exceed the Average Contribution
                    Percentage for Eligible Participants who are Nonhighly
                    Compensated Employees for the same Plan Year multiplied
                    by 1.25; or

               (ii) the Average Contribution Percentage for Eligible
                    Participants who are Highly Compensated Employees shall
                    not exceed the Average Contribution Percentage for
                    Eligible Participants who are Nonhighly Compensated
                    Employees by more than two percentage points or such
                    lesser amount as the Secretary of the Treasury shall
                    prescribe to prevent the multiple use of this
                    alternative limitation with respect to any Highly
                    Compensated Employee.

          (B) Special Average Contribution Percentage Rules

               (i)  For purposes of this Section 3.5.2, the Contribution
                    Percentage for any Eligible Participant who is a Highly
                    Compensated Employee for the Plan Year and who is
                    eligible to have Matching 401(k) Contributions or
                    Matching Thrift Contributions, as the case may be
                    (other than Qualified Matching Contributions),
                    allocated to his or her account under two or more
                    qualified plans described in Code Section 401(a), or
                    arrangements described in Code Section 401(k) shall be
                    determined as if the total of such Contribution
                    percentage Amounts was made under each plan. If a
                    Highly Compensated Employee participates in 2 or more
                    cash or deferred arrangements that have different plan
                    years, all cash or deferred arrangements ending with or
                    within the same calendar year shall be treated as a
                    single arrangement.

               (ii) In the event that this Plan satisfies the requirements
                    of Code Section 410(b) only if aggregated with one or
                    more other plans, or if one or more other plans satisfy
                    the requirements of Code Section 410(b) only if
                    aggregated with this Plan, then this Section 3.5.2
                    shall be applied by determining the Contribution
                    Percentages of Employees as if all such plans were a
                    single plan. For Plan Years beginning after December
                    31, 1989, plans may be aggregated in order to satisfy
                    Code Section 401(m) only if they have the same plan
                    year.

               (iii) For purposes of determining the Contribution
                    Percentage of an Eligible Participant who is a 5% owner
                    or one of the 10 most highly-paid Highly Compensated
                    Employees, the Contribution Percentage Amounts and the
                    CODA Compensation of such Participant shall include the
                    Contribution Percentage Amounts and CODA Compensation
                    for the Plan Year of Family Members. Family Members
                    with respect to Highly Compensated Employees shall be
                    disregarded as separate employees in determining the
                    Contribution Percentage both for Participants who are
                    Nonhighly Compensated Employees and for Participants
                    who are Highly Compensated Employees.

               (iv) For purposes of determining the ACP Test, Matching
                    401(k) Contributions, Matching Thrift Contributions and
                    Qualified Nonelective Contributions will be considered
                    made for a Plan Year if made no later than the end of
                    the 12-month period beginning on the day after the
                    close of the Plan Year.

               (v)  The Employer shall maintain records sufficient to
                    demonstrate satisfaction of the ACP Test and the amount
                    of Qualified Nonelective Contributions or Qualified
                    Matching Contributions, or both, used in such test.

          (C)  Multiple Use

     If one or more Highly Compensated Employees participate in both a cash
or deferred arrangement and a plan subject to the ACT Test and the sum of
the Actual Deferral Percentage and the Actual Contribution Percentage of
those Highly Compensated Employees exceeds the "aggregate limit", then the
Actual Contribution Percentage of those Highly Compensated Employees will
be reduced, beginning with such Highly Compensated Employee whose Actual
Contribution Percentage is the highest, so that the limit is not exceeded.
The amount by which each Highly Compensated Employee's Contribution
Percentage is reduced shall be treated as an Excess Aggregate Contribution.
The Actual Deferral Percentage and Actual Contribution Percentage of the
Highly Compensated Employees are determined after any corrections required
to meet the ADP Test and the ACP Test. Multiple use does not occur if
either the Average Deferral Percentage or Actual Contribution Percentage of
the Highly Compensated Employees does not exceed 1.25 multiplied by the
Actual Deferral Percentage and the Actual Contribution Percentage of the
Nonhighly Compensated Employees.

               (i)  The "aggregate limit" is the sum of (1) 125% of the
                    greater of the Actual Deferral Percentage for
                    Participants who are Nonhighly Compensated Employees
                    for the Plan Year or the Actual Deferral Percentage for
                    Participants who are Nonhighly Compensated Employees
                    for the Plan Year beginning with or within the Plan
                    Year and (2) the lesser of 200% or two plus the lesser
                    of such Actual Deferral Percentage or Actual
                    Contribution Percentage. "Lesser" is substituted for
                    "greater" in "(1)," above, and "greater" is substituted
                    for "lesser" after "two plus the" in "(2)" if it would
                    result in a larger aggregate limit.

          (D)  Forfeiture of Excess Aggregate Contributions

               (i)  In General. Notwithstanding any other provision of this
                    Plan, Excess Aggregate Contributions, plus any income
                    and minus any loss allocable thereto, shall be
                    forfeited and applied to reduce subsequent Matching
                    401(k) Contributions or Matching Thrift Contributions,
                    as the case may be. No forfeitures arising under this
                    Section 3.6.2(D) shall be allocated to the account of
                    any Highly Compensated Employee. If not forfeitable,
                    Excess Aggregate Contributions shall be distributed no
                    later than the last day of each Plan Year beginning
                    after December 31, 1987, to Participants to whose
                    Accounts such Excess Aggregate Contributions were
                    allocated for the preceding Plan Year. Excess Aggregate
                    Contributions of Participants who are subject to the
                    Family Member aggregation rules shall be allocated
                    among the Family Members in proportion to the amounts
                    constituting Contribution Percentage Amounts of each
                    Family Member that is combined to determine the
                    combined Actual Contribution Percentage. Excess
                    Aggregate Contributions shall be treated as Annual
                    Additions. Anything above to the contrary
                    notwithstanding, any forfeiture or distribution under
                    this Section 3.5.2(D)(i) shall occur only if sufficient
                    Employee Thrift Contributions and/or Participant
                    Voluntary Nondeductible Contributions, as the case may
                    be, are not distributed from the qualified plan holding
                    such Employee Thrift Contributions and/or Participant
                    Voluntary Nondeductible Contributions, as the case may
                    be.(2)

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

(2)  Distribution or forfeiture of Excess Aggregate Contributions on or
     before the last day of the Plan Year after the Plan Year in which such
     excess amounts arose is required under Code Section 401(m)(6) if the
     Plan is to maintain its tax-qualified status. However, if such excess
     amounts, plus any income and minus any loss allocable thereto, are
     distributed more than 2-1/2 months after the last day of the Plan Year
     in which such excess amounts arose, then Code Section 4979 imposes a
     10% excise tax on the employer maintaining the plan with respect to
     such amounts.



               (ii) Determination of Income or Loss. Excess Aggregate
                    Contributions shall be adjusted for any income or loss
                    up to the date of distribution. The income or loss
                    allocable to Excess Aggregate Contributions is the sum
                    of: (1) the income or loss allocable to the
                    Participant's Matching 401(k) Contribution Account or
                    Matching Thrift Contribution Account (if any, and if
                    all amounts therein are not used in the ADP Test) and,
                    if applicable Qualified Nonelective Contribution
                    Account and Elective Deferrals Account for the Plan
                    Year multiplied by a fraction, the numerator of which
                    is such Participant's Excess Aggregate Contributions
                    for the year and the denominator of which is the
                    Participant's Account Balance(s) attributable to
                    Contribution Percentage Amounts without regard to any
                    income or loss occurring during such Plan Year, and (2)
                    10% of the amount determined under (1) multiplied by
                    the number of whole calendar months between the end of
                    the Plan Year and the date of distribution, counting
                    the month of distribution if distribution occurs after
                    the 15th of such month.

     Anything in the preceding paragraph of this Section 3.5.2(D) (ii) to
the contrary notwithstanding, any reasonable method for computing the
income or loss allocable to Excess Aggregate Contributions may be used,
provided that such method is used consistently for all Participants and for
all corrective distributions under the Plan for the Plan Year, and is used
by the Plan for allocating income or loss to Participants' Accounts. Income
or loss allocable to the period between the end of the Plan Year and the
date of distribution may be disregarded in determining income or loss.

               (iii) The determination of the Excess Aggregate
                    Contributions shall be made after first determining the
                    Excess Elective Deferrals, and then determining the
                    Excess Contributions.

          3.5.3 For purposes of determining the ACP Test, Qualified
Nonelective Contributions, Matching 401(k) Contributions and Matching
Thrift Contributions will be considered made for a Plan Year if paid to the
Trustee no later than the end of the 12-month period beginning on the day
after the dose of the Plan Year.

     3.6 Thrift Contributions

          3.6.1 Employee Thrift Contributions. If elected by the Employer
in the Adoption Agreement to provide for Employee Thrift Contributions, the
Employer will contribute cash to the Trust Fund in an amount equal to (A)
the Employee Thrift Contribution percentage of each Participant on his or
her Employee Thrift Contribution election form multiplied by each such
Participant's Compensation or (B) the specific dollar amount set forth on
the Participant's election form.

     The amount elected by a Participant pursuant to a Participant's
Employee Thrift Contribution election shall be determined within the limits
specified in the Adoption Agreement. Such election shall be made on a form
provided by the Administrator but no election shall be effective prior to
approval by the Administrator. The Administrator may reduce the amount of
any Employee Thrift Contribution, or make such other modifications as
necessary, so that the Plan complies with the provisions of the Code. A
Participant's election shall remain in effect until modified or terminated
at such times as specified in the Adoption Agreement.

          3.6.2 Matching Thrift Contributions. Subject to the limitations
contained in Sections 3.9 and 35.2, for each Plan Year the Employer will
contribute in cash and/or Qualifying Employer Securities, Matching Thrift
Contributions to the Trust Fund in an amount if any, calculated by
reference to the Participants' Employee Thrift Contributions, as specified
in the Adoption Agreement.

     Matching Thrift Contributions made by the Employer will be allocated
to the Matching Thrift Contributions Account of those Participants who have
contributed Employee Thrift Contributions to the Plan, as specified in the
Adoption Agreement.

     3.7 Treatment of Forfeitures

          3.7.1 If the Employer has elected in the Adoption Agreement to
reallocate forfeitures for a Plan Year among Participants, then such
forfeitures, if any, shall be allocated as of the last day of the Plan Year
specified in the Adoption Agreement to the Employer Accounts of those
Participants who are eligible to share in the allocation of contributions
to that particular Employer Account (whether or not a contribution was made
for that Plan Year) for that Plan Year in that particular Employer Account
category with respect to which such forfeitures are attributable. If the
Plan is a Target Benefit Plan, forfeitures may only be used to reduce
Employer Contributions, in accordance with Section 3.7.2.

          3.7.2 If the Employer has elected in the Adoption Agreement to
use forfeiture to reduce contributions, then forfeitures shall be applied
in the Plan Year specified in the Adoption Agreement to reduce Employer
Contributions in that particular Employer Account category to which such
forfeitures were attributable.

     3.8 Establishing of Accounts

          3.8.1 An Elective Deferrals Account shall be established for each
Eligible Participant who makes a 401(k) Election to which the Administrator
shall credit, or cause to be credited, Elective Deferrals allocable to each
such Participant, plus earnings or losses thereon.

          3.8.2 An Employer Contributions Account shall be established for
each Participant to which the Administrator shall credit or cause to be
credited Employer contributions pursuant to Section 3.1, and forfeitures
attributable to such contributions, if any, plus earnings or losses
thereon.

          3.8.3 An Employee Thrift Contributions Account shall be
established for each Participant who makes Employee Thrift Contributions to
the Plan, to which the Administrator shall credit, or cause to be credited,
all amounts allocable to each such participant plus earnings or losses
thereon.

          3.8.4 A Matching 401(k) Contributions Account shall be
established for each Participant for whom Matching 401(k) Contributions are
made, to which the Administrator shall credit, or cause to be credited, all
such amounts allocable to each such Participant, plus earnings or losses
thereon.

          3.8.5 A Matching Thrift Contributions Account shall be
established for each Participant for whom Matching Thrift Contributions are
made, to which the Administrator shall credit, or cause to be credited, all
amounts allocable to each such Participant, plus earnings or losses
thereon.

          3.8.6 A Participant Voluntary Nondeductible Contributions Account
shall be established for each Participant who makes Participant Voluntary
Nondeductible Contributions to the Plan, plus earnings or losses thereon.

          3.8.7 A Qualified Matching Contributions Account shall be
established for each Eligible Participant for whom Qualified Matching
Contributions are made, to which the Administrator shall credit, or cause
to be credited, all amounts allocable to each such Participant, plus
earnings or losses thereon.

          3.8.8 A Qualified Nonelective Contributions Account shall be
established for each Participant for whom Qualified Nonelective
Contributions are made, to which the Administrator shall credit, or cause
to be credited, all amounts allocable to each such Participant, plus
earnings or losses thereon.

          3.8.9 A Rollover Contributions Account shall be established for
each Participant who contributes to the Plan pursuant to Section 3.3 to
which the Administrator shall credit, or cause to be credited, Rollover
Contributions made by the Participant, plus earnings or losses thereon.

          3.8.10 A Transferred Contributions Account shall be established
for each Participant for whom assets are transferred from another Qualified
Plan, to which the Administrator shall credit, or cause to be credited,
transferred assets, plus earnings or losses thereon.

     3.9 Limitation on Amount of Allocations

          3.9.1 As used in this Section 3.9, each of the following terms
shall have the meaning for that term set forth in this Section 3.9.1:

          (A)  Annual Additions means, for each Participant the sum of the
               following amounts credited to the Participants Accounts for
               the Limitation Year:

               (i)  Employer Contributions within the meaning of IRS
                    regulation 1.415-6(b);

               (ii) Employee Contributions,

               (iii) forfeitures,

               (iv) allocation under a simplified employee pension, and

               (v)  any Excess Amount applied under a Defined Contribution
                    Plan in the Limitation Year to reduce Employer
                    Contributions will also be considered as part of the
                    Annual Additions for such Limitation Year.

     Amounts allocated after March 31, 1984, to an "individual medical
benefit account" as defined in Code Section 415(1)(2) ("Individual Medical
Benefit Account") which is part of a pension or annuity plan maintained by
the Employer or Affiliate are treated as Annual Additions to a Defined
Contribution Plan. Also, amounts derived from contributions paid or accrued
after December 31, 1985, in taxable years ending after that date, which are
attributable to postretirement medical benefits allocated to the separate
account of a "key employee" as defined in Code Section 419A(d)(3) under a
"welfare benefit fund" as defined in Code Section 419(e) ("Welfare Benefit
Fund") maintained by the Employer or Affiliate, are treated as Annual
Additions to a Defined Contribution Plan.

          (B)  Defined Benefit Dollar Limitation means $90,000 multiplied
               by the Adjustment Factor or such other limitation set forth
               in Code Section 415(b)(1) as in effect for the Limitation
               Year.

          (C)  Defined Benefit Fraction means a fraction, the numerator of
               which is the sum of the Projected Annual Benefits of the
               Participant involved under all Defined Benefit Plans
               (whether or not terminated) maintained by the Employer or
               Affiliate, and the denominator of which is the lesser of
               125% of the Defined Benefit Dollar Limitation determined for
               the Limitation Year or 140% of the Participant's Highest
               Average Limitation 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 or
Affiliate which were in existence on May 5, 1986, the denominator of this
fraction will not be less than 125% 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 plans 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.

          (D)  Defined Contribution Dollar Limitation means $30,000 or if
               greater, one-fourth of the Defined Benefit Dollar Limitation
               as in effect for the Limitation Year.

          (E)  Defined Contribution Fraction means a fraction, the
               numerator of which is the sum of the Annual Additions to the
               Participant's Account or Accounts under all the Defined
               Contribution Plans (whether or not terminated) maintained by
               the Employer or Affiliate for the current and all prior
               Limitation Years (including the Annual Additions
               attributable to the Participant's nondeductible
               contributions to all Defined Benefit Plans, whether or not
               terminated, maintained by the Employer or Affiliate and the
               Annual Additions attributable to all Welfare Benefit Funds,
               individual Medical Benefit Accounts, and simplified employee
               pensions maintained by the Employer or Affiliate), and the
               denominator of which is the sum of the "maximum aggregate
               amounts" (as defined in the following sentence) for the
               current and all prior Limitation Years of service with the
               Employer or Affiliate (regardless of whether a Defined
               Contribution Plan was maintained by the Employer or
               Affiliate). The "maximum aggregate amount" in any Limitation
               Year is the lesser of (i) 123% of the Defined Benefit Dollar
               Limitation in effect under Code section 415(c)(1)(A) or (ii)
               35% of the Participant's Compensation for such year.

     If the Employee was a Participant as of the first day of the first
Limitation Year beginning after December 31, 1986, in one or more Defined
Contribution Plans maintained by the Employer or Affiliate in existence on
May 5, 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 (A) the excess of the sum of the fractions over 1.0 times (B)
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 later of the end of the last
Limitation Year beginning before January 1, 1987, and disregarding any
changes in the terms and conditions of the Plans made after May 6, 1986,
but using the Code Section 415 limitation applicable to the first
Limitation Year beginning on or after January 1, 1987. The Annual Addition
for any Limitation Year beginning before January 1, 1987, shall not be
recomputed to treat all Participant contributions as Annual Additions.

          (F)  Excess Amounts means the excess of the Participant's Annual
               Additions for the Limitation Year involved over the Maximum
               Permissible Amount for that Limitation Year.

          (G)  Highest Average Limitation Compensation means the average
               Compensation as defined in Code Section 415(c)(3) of the
               Participant involved for that period of three consecutive
               Years of Service with the Employer or Affiliate (or if the
               Participant has less than three such Years of Service, the
               actual number thereof) that produces the highest average.

          (H)  Limitation Compensation means Compensation, as defined in
               either (i), (ii) or (iii) below, as specified in the
               Adoption Agreement:

               (i)  Code Section 415 Safe-Harbor Compensation

     For an Employee other than a Self-Employed Individual, the Employee's
earned income, wages, salaries, and fees for professional services and
other amounts received (without regard to whether or not an amount is paid
in cash) for personal services actually rendered in the course of
Employment (including, but not limited to, commissions paid salesmen,
compensation for services an the basis of a percentage of profits,
commissions on insurance premiums, tips, bonuses, fringe benefits, and
reimbursements or other expense allowances under a nonaccountable plan (as
described in Reg. 1.62-2(c)) and excluding the following:

                    (1)  Employer contributions to a plan of deferred
                         compensation which are not includible in the
                         Employee's gross income for the taxable year in
                         which contributed, or contributions under a
                         "simplified employee pension" plan (within the
                         meaning of Code Section 408(k)) to the extent such
                         contributions are deductible by the Employee, or
                         any distributions from a plan of deferred
                         compensation;

                    (2)  amounts realized from the exercise of a
                         nonqualified stock option, or when restricted
                         stock (or other property) held by the Employee
                         either becomes freely "transferable" or is no
                         longer subject to a "substantial risk of
                         forfeiture" (both quoted terms within the meaning
                         of Code Section 83(a));

                    (3)  amounts realized from the sale, exchange or other
                         disposition of stock acquired under a qualified
                         stock option; and

                    (4)  other amounts which received special tax benefits,
                         or contributions made (whether or not under a
                         salary reduction agreement) towards the purchase
                         of an annuity described in Code Section 403(b)
                         (whether or not the amounts are actually
                         excludable from the gross income of the Employee);
                         or For Limitation Years beginning after December
                         31, 1991, Limitation Compensation shall include
                         only that compensation which is actually paid or
                         made available during the Limitation Year.

               (ii) Information required to be reported under Sections 6041
                    and 6051. ("Wages, Tips and other Compensation Box"
                    Form W-2) Limitation Compensation is defined as wages
                    as defined in Code Section 3401(a) and all other
                    payments of compensation to an Employee by the Employer
                    (in the course of the Employer's trade or business) for
                    which the Employer is required to furnish the Employee
                    a written statement under Sections 6041(d) and
                    6051(a)(3) of the Code. Compensation must be determined
                    without regard to any rules under 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 Section 340l(a)(2)).

               (iii) Code Section 340l(a) wages

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

     Without regard to the definition of Limitation Compensation elected by
the Employer, for a Self-Employed Individual, Limitation Compensation means
his or her Earned Income, provided that if the Self-Employed Individual is
not a Participant for an entire Plan Year, his or her Limitation
Compensation for that Plan Year shall be his or her Earned Income for that
plan Year multiplied by a fraction the numerator of which is the number of
days he or she is a Participant during the Plan Year and the denominator of
which is the number of days in the Plan Year. Additionally, Limitation
Compensation for a Participant in a Defined Contribution Plan who is
permanently and totally disabled (as defined in Code Section 22(e)) is the
compensation such Participant would have received for the Limitation year
if the Participant had been paid at the rate of compensation paid
immediately before becoming disabled, such imputed compensation may be
taken into account only if the Participant is not a Highly Compensated
Employee and contributions made on behalf of such Participant are
nonforfeitable when made.

          (I)  Maximum Permissible Amount means the maximum Annual Addition
               which may be contributed or allocated to a Participant's
               Account under the Plan for any Limitation Year. The maximum
               Annual Addition shall not exceed the lesser of: (a) the
               Defined Contribution Dollar Limitation, or (b) 25% of the
               Participant's Compensation for the Limitation Year. The
               Compensation limitation referred to in (b) shall not apply
               to any contribution for medical benefits (within the meaning
               of Code Sections 401(h) or 419A(f)(2)) which is otherwise
               treated as an Annual Addition under Code Section 415(1)(1)
               or 419A(d)(2). If a short Limitation Year is created because
               of an amendment changing the Limitation Year to a different
               12-consecutive month period, the Maximum Permissible Amount
               will not exceed the Defined Contribution Dollar Limitation
               multiplied by the following fraction:

     Number of months in the short Limitation Year 12

          (J)  Projected Annual Benefit means the annual retirement benefit
               (adjusted to an actuarially equivalent straight life annuity
               if such benefit is expressed in a form other than a straight
               life annuity or Qualified Joint and Survivor Annuity) to
               which the Participant would be entitled under the terms of a
               Defined Benefit Plan assuming:

               (i)  the Participant continues in employment with the
                    Employer or Affiliate until the Participant's "normal
                    retirement age" under the Plan within the meaning of
                    Code Section 411(a)(8) (or the Participant's current
                    age, if later); and

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

          3.9.2 The provisions of this subsection 3.9.2 apply with respect
to a Participant who does not participate in, and has never participated
in, another Qualified Plan, a Welfare Benefit fund or an Individual Medical
Benefit Account or a simplified employee pension, as defined in Code
Section 401(k), maintained by the Employer or an Affiliate, which provides
an Annual Addition as defined in section 3.9.1(A) of the Plan, other than
this Plan:

          (A)  The amount of Annual Additions which may be credited to the
               Participant's Account for any Limitation Year will not
               exceed the lesser of the Maximum Permissible Amount or any
               other limitation contained in this Plan. If the Employer
               Contribution that would otherwise be contributed or
               allocated to the Participant's Account would cause the
               Annual Additions on behalf of the Participant for the
               Limitation Year to exceed the Maximum Permissible Amount
               with respect to that Participant for the Limitation Year,
               the amount contributed or allocated will be reduced so that
               the Annual Additions on behalf of the Participant for the
               Limitation Year will equal such Maximum Permissible Amount.

          (B)  Prior to determining the Participant's actual Limitation
               Compensation for a Limitation Year, the Employer may
               determine the Maximum Permissible Amount for the Participant
               for the Limitation Year on the basis of a reasonable
               estimation of the Participant's Compensation for that
               Limitation Year. Such estimated Compensation shall be
               uniformly determined for all Participants similarly
               situated.

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

          (D)  If pursuant to Section 3.9.2(C) or as a result of the
               allocation of forfeitures, there is an Excess Amount with
               respect to the Participant for a Limitation Year, the Excess
               Amount shall be disposed of as follows:

               (i)  First, any contribution to the Participant's Elective
                    Deferrals Account, Participant Voluntary Nondeductible
                    Contributions Account or Employee Thrift Contributions
                    Account, if applicable, and any earnings allocable
                    thereto will be distributed to the Participant to the
                    extent that the return thereof would reduce the Excess
                    Amount in such Participant's Accounts;

               (ii) If after the application of section 3.92(D)(i) an
                    Excess Amount still exists, and the Participant is
                    covered by the plan at the end of the Limitation Year,
                    the remaining Excess Amount in the Participant's
                    Account will be used to reduce Employer contributions
                    (including allocation of any forfeitures) under this
                    Plan for such Participant in the next Limitation Year,
                    and in each succeeding Limitation Year, if necessary.

               (iii) If after the application of section 3.92(D)(i) an
                    Excess Amount still exists, and the Participant is not
                    covered by the Plan at the end of the Limitation Year,
                    the Excess Amount will be held unallocated in a
                    suspense account. The suspense account will be applied
                    to reduce future Employer contributions under this Plan
                    for all remaining Participants in the next Limitation
                    Year, and in each succeeding Limitation Year, if
                    necessary; provided, however, that if all of any part
                    of the Excess Amount held in a suspense account is
                    attributable to a Participant's Elective Deferrals,
                    such Excess Amount shall be held unallocated in a
                    suspense account to be used for such Participant in the
                    next Limitation Year and each succeeding Limitation
                    Year as an Elective Deferral if such Participant is
                    covered by the Plan in the next and each succeeding
                    Limitation Year, if necessary.

               (iv) if a suspense account is in existence at any time
                    during a Limitation Year pursuant to Section
                    3.9.2(D)(iii), the suspense account will not
                    participate in the allocation of the Trust Fund's
                    investment gains or losses to or from any other
                    Account. If a suspense account is in existence at any
                    time during a particular Limitation Year, all amounts
                    in the suspense account must be allocated and
                    reallocated to Participants' Accounts before any
                    Employer or Participant contributions may be made to
                    the Plan for the Limitation Year. Excess Amounts, other
                    than those Excess Amounts referred to in Section
                    3.9.2(D)(i), may not be distributed to Participants or
                    Former Participants.

          3.9.3 The provisions of this subsection 3.9.3 apply with respect
to a Participant who, in addition to this Plan, is covered or has been
covered under one or more Defined Contribution Plans which are Master or
Prototype Plans, Welfare Benefit Funds an individual Medical Benefit
Account or a simplified employee pension maintained by the Employer or an
Affiliate, which provides an Annual Addition as described in Section
3.9.1(A) of the Plan during any Limitation Year.

          (A)  The Annual Additions which may be credited to a
               Participant's Accounts under this Plan for any such
               Limitation Year will not exceed the Maximum Permissible
               Amount reduced by the Annual Additions credited to the
               Participant's account or accounts under any other plans and
               Welfare Benefit Fund, Individual Medical Benefit Account or
               simplified employee pension for the same Limitation Year. If
               the Annual Additions with respect to the Participant under
               any one or more other such Defined Contribution Plans or
               Welfare Benefit Funds, Individual Medical Benefit Account or
               simplified employee pension maintained by the Employer are
               less than the Maximum Permissible Amount and the Employer
               Contribution that would otherwise be contributed or
               allocated to a Participant's Account under this Plan would
               cause the Annual Additions for the Limitation Year to exceed
               this limitation, the amount contributed or allocated shall
               be reduced so that the Annual Additions under all such plans
               and funds for the Limitation Year will equal the Maximum
               Permissible Amount.

     If the Annual Additions with respect to the Participant under such
other Defined Contribution Plans and Welfare Benefit Funds, Individual
Medical Benefit Account or simplified employee pension in the aggregate are
equal to or greater than the Maximum Permissible Amount, no amount will be
contributed or allocated to any of the Participant's Account under this
Plan for the Limitation Year.

          (B)  Prior to determining the Participant's actual compensation
               for a Limitation Year, the Maximum Permissible Amount for a
               Participant may be determined in the manner described in
               Section 3.9.2(B).

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

          (D)  If, pursuant to subsection 3.9.3(C) above, or as a result of
               the allocation of forfeitures, a Participant's Annual
               Additions under this Plan and the Participant's Annual
               Additions under such other plans would result in an Excess
               Amount for a Limitation Year, the Excess Amount will be
               deemed to consist of the Annual Additions last allocated,
               except that Annual Additions attributable to simplified
               employee pension will be deemed to have been allocated
               first, followed by Annual Additions to a Welfare Benefit
               Fund or Individual Medical Benefit Account regardless of the
               actual allocation date.

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

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

               (ii) the ratio of (A) the Annual Additions allocated to the
                    Participant for the Limitation Year as of such date
                    under this Plan to (B) the total Annual Additions
                    allocated to the Participant for the Limitation Year as
                    of such date under this Plan and all of the other plans
                    referred to in the first sentence of this Section
                    3.9.3.

          (F)  Any Excess Amount attributed to this Plan will be disposed
               in the manner described in Section 3.9.2(D).

          3.9.4 If a Participant is covered under one or more Defined
Contribution Plans, other than this Plan, maintained by the Employer or an
Affiliate which are not Master or Prototype Plans, or Welfare Benefit Funds
or an Individual Medical Benefit Account maintained by the Employer, Annual
Additions which may be credited to the Participant's Account under this
Plan for any Limitation Year shall be limited in accordance with the
provisions of subsections 3.9.3(A) - (F) above as though each such other
plan was a Master or Prototype Plan.

          3.9.5 If the Employer maintains, or at any time maintained; a
Defined Benefit Plan covering any Participant in this Plan, the suns of the
Participants Defined Benefit Fraction and Defined Contribution Fraction
will not exceed 1.0 in any Limitation Year. If such sum would otherwise
exceed 1.0 and if such Defined Benefit Plan does not provide for a
reduction in benefits thereunder, Annual Additions which may be credited to
a Participant's Account under this Plan for any Limitation Year shall be
limited in accordance with the provisions of Section 3.9.2

          3.9.6 If required pursuant to Section 4.4.4, "100%" shall be
substituted for "125%" wherever the latter percentage appears in this
Section 3.9.

          3.10 Return of Employer. Contributions Under Special
Circumstances

     Notwithstanding any provision of thus Plan to the contrary, upon
timely written demand by the Employer or the Administrator to the Trustee:

          (A)  Any contribution by the Employer to the Plan under a mistake
               of fact shall be returned to the Employer by the Trustee
               within one year after the payment of the contribution.

          (B)  Any contribution made by the Employer incident to the
               determination by the Commissioner of Internal Revenue that
               the Plan is initially a Qualified Plan shall be returned to
               the Employer by the Trustee within one year after
               notification from the Internal Revenue Service that the Plan
               is not initially a Qualified Plan but only if the
               application for the qualification is made by the time
               prescribed by law for filing the Employer's return for the
               taxable year in which the Plan is adopted, or such later
               date as the Secretary of the Treasury may prescribe.

          (C)  In the event the deduction of a contribution made by the
               Employer is disallowed under Code Section 404, such
               contribution (to the extent disallowed) must be returned to
               the Employer within one year of the disallowance of the
               deduction.

                                ARTICLE IV
                                  VESTING

     4.1 Determination of Vesting

          4.1.1 A Participant shall at all times have a vested percentage
of 100% in the Account Balance of each of his or her Participant
Contributions Accounts, 401(k) Contributions Accounts, Rollover
Contributions Account and Transferred Account.

          4.1.2 A Participant shall have a vested percentage of 100% in his
or her Account Balance of each of his or her Employer Accounts if he or she
terminates Employment due to the attainment of Normal Retirement Age, Early
Retirement specified in the Adoption Agreement, if elected by the Employer
in the Adoption Agreement, or upon Disability or death.

          4.1.3 The vested percentage of a Participant in the Account
Balance of each of his or her Employer Accounts not vested pursuant to
Section 4.1.1 or 4.1.2 shall be determined in accordance with the vesting
rule or schedule specified in the Adoption Agreement.

     4.2 Rules for Crediting Vesting Service

          4.2.1 Subject to Section 4.2.2, Years of Service shall be
credited for purposes of determining a Participant's Vesting Service as
specified in the Adoption Agreement. If the Employer maintains the plan of
a predecessor employer, service with such predecessor employer shall be
treated as service with the Employer for purposes of Vesting Service.

          4.2.2 An Employee who terminates Employment with no vested
percentage in an Employer Account shall, if he or she returns to
Employment, have no credit for Vesting Service prior to such termination of
Employment if his or her Period of Severance equal or exceeds five years.

          4.2.3 Vesting Service of an Employee following a Period of
Severance of five years or more shall not be counted for the purpose of
computing his or her vested percentage in his or her Employer Accounts
derived from contributions accrued prior to the Period of Severance. If
applicable, separate records shall be maintained reflecting the
Participant's vested rights in his or her Account Balance attributable to
service prior to the Period of Severance and reflecting the Participant's
vested percentage in his or her Account Balance attributable to service
after the Period of Severance. Vesting Service prior to and following an
Employee's Period of Severance shall be counted for purposes of computing
his or her vested percentage in an Employer Account derived from
contributions made after the Period of Severance.

     4.3 Employer Accounts Forfeitures

          4.3.1 Subject to Section 5.6, upon the Nonvested Separation of a
Participant, the Nonvested portion of each Employer Account of such
Participant will be forfeited as of the date of termination of Employment.

      Upon the Partially Vested Separation of a Participant, the
nonvested portion of each Employer Account of such Participant
will be forfeited as of the date of termination of Employment;
provided, however, that such Participant receives a distribution
in accordance with Section 5.6.  If a Participant does not
receive a distribution following his or her termination of
Employment the nonvested portion of each Employer Account of the
Participant shall be forfeited following a Period of Severance of
five years.

          4.3.2 If the Employer elects in the Adoption Agreement to
reallocate forfeitures, forfeitures for a Plan Year shall be allocated in
accordance with Section 3.7.1. If the Employer elects in the Adoption
Agreement to use forfeitures to reduce Employer contributions, forfeitures
shall be applied in accordance with Section 3.7.2.

     4.4 Top-Heavy Provisions

          4.4.1 As used in this Section 4.4, each of the following tests
shall have the meanings for that term set forth in this Section 4.4.1:

          (A)  Determination Date means, for any Plan year subsequent to
               the first Plan Year, the last day of the preceding Plan
               year. For the first Plan Year of the Plan, the last day of
               that year.

          (B)  Permissive Aggregation Group means the Required Aggregation
               Group of plans plus any other plan or plans of the Employer
               or Affiliate which, when considered as a group with the
               Required Aggregation Group, would continue to satisfy the
               requirements of Code Sections 401(a)(4) and 410.

          (C)  Required Aggregation Group means (i) each Qualified Plan of
               the Employer or Affiliate in which at least one Key Employee
               participates or participated at any time during the
               determination period (regardless of whether the Plan has
               terminated), and (ii) any other qualified plan of the
               Employer or Affiliate which enables a plan described in (i)
               to meet the requirements of Code Sections 401(a)(4) or 410.

          (D)  Super Top-Heavy means, for any Plan Year beginning after
               December 31, 1983, the Plan if any Top-Heavy Ratio as
               determined under the definition of Top-Heavy Plan exceeds
               90%.

          (E)  Top-Heavy Plan means, for any Plan Year beginning after
               December 31, 1983, the Plan if any of the following
               conditions exists:

               (i)  If the Top-Heavy Ratio for the Plan exceeds 60% and the
                    Plan is not part of any Required Aggregation Group or
                    Permissive Aggregation Group of Plans.

               (ii) If the Plan is a part of a Required Aggregation Group
                    of plans but not part of a Permissive Aggregation Group
                    and the Top-Heavy Ratio for the group of plans exceeds
                    60%.

               (iii) If the Plan is a part of a Required Aggregation Group
                    and part of a Permissive Aggregation Group of Plans and
                    the Top-Heavy Ratio for the Permissive Aggregation
                    Group exceeds 60%.

          (F)  Top-Heavy Ratio means

               (i)  if the Employer or Affiliate maintains one or more
                    Defined Contribution plans (including any Simplified
                    Employee Pension Plan) and the Employer or Affiliate
                    has never maintained any Defined Benefit Plan which
                    during the five-year period ending on the Determination
                    Date has or has had accrued benefits, the Top-Heavy
                    Ratio for this Plan alone or for the Required or
                    Permissive Aggregation Group as appropriate is a
                    fraction, the numerator of which is the sum of the
                    Account Balances of all Key Employees as of the
                    Determination Date (including any part of any Account
                    Balance distributed in the five-year period ending on
                    the Determination Date), and the denominator of which
                    is the sum of all Account Balances (including any part
                    of any Account Balance distributed in the five-year
                    period ending on the Determination Date) both computed
                    in accordance with Code Section 416. Both the numerator
                    and denominator of the Top-Heavy Ratio are increased to
                    reflect any contribution not actually made as of the
                    Determination Date, but which is required to be taken
                    into account on that date under Code Section 416.

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

               (iii) For purposes of (i) and (ii) above, the value of
                    Account Balances and the present value of accrued
                    benefits will be determined as of the most recent
                    Valuation Date that falls within or ends with the 12
                    month period ending on the Determination Date, except
                    as provided in Code Section 416 for the first and
                    second Plan Years of a Defined Benefit Plan. The
                    Account Balances and accrued benefits of a Participant
                    (1) who is not a Key Employee but who was a Key
                    Employee in a prior year, or (2) who has not been
                    credited with at least one Hour of Service with the
                    Employer or an Affiliate at any time during the
                    five-year period ending on the Determination Date, will
                    be disregarded. The calculation of the Top-Heavy Ratio,
                    and the extent to which distributions, rollovers, and
                    transfers are taken into account will be made in
                    accordance with Code Section 416.

     Deductible Employee Contributions will not be taken into account for
purposes of computing the Top Heavy Ratio. When aggregating plans the value
of Account Balances and accrued benefits will be calculated with reference
to the Determination Dates that fall within the same calendar year.

     The accrued benefit of a Participant who is not a Key Employee shall
be determined under (A) the method, if any, that uniformly applies for
accrual purposes under all Defined Benefit Plans or (B) if there is no such
method, as if such benefit accrued not more rapidly than the slowest
accrual rate permitted under the fractional rule of Code Section
411(b)(1)(C).

          4.4.2 If the Plan is determined to be a Top-Heavy Plan or a Super
Top-Heavy Plan as of any Determination Date after December 31, 1983, then
the Top-Heavy vesting schedule specified in the Adoption Agreement
beginning with the first Plan Year commencing after such Determination
Date, shall apply only for those Plan Years in which the Plan continues to
be a Top-Heavy Plan or Super Top-Heavy Plan, as the case may be

          4.4.3 (A) Except as provided in Sections 4.4.3(C) and (D), for
any Plan Year in which the Plan is a Top-Heavy Plan, contributions and
forfeitures allocated to the Employer Contributions Account of any
Participant who is not a Key Employee in respect of that Plan Year shall
not be less than the lesser of:

               (i)  3% of such Participant's Limitation Compensation, or

               (ii) if the Employer has no Defined Benefit Plan which
                    designates this Plan to satisfy Code Section 401, the
                    largest percentage of contributions and forfeitures, as
                    a percentage of the Key Employee's Limitation
                    Compensation, allocated to the Employer Contributions
                    Account of any Key Employee for that year. The minimum
                    allocation is determined without regard to any Social
                    Security contribution. This minimum allocation shall be
                    made even though, under other Plan provisions, the
                    Participant would not otherwise be entitled to receive
                    an allocation, or would have received a lesser
                    allocation for the Plan Year because of (a) the
                    Participant's failure to complete a Year of Service,
                    (b) the Participant's failure to make mandatory
                    Participant contributions to the Plan or (c)
                    compensation less than a stated amount.

     (B)  For purposes of computing the minimum allocation, a Participant's
          Limitation Compensation will be applied.

     (C)  The provision in (A) above shall not apply to any Participant who
          was not employed by the Employer or an Affiliate on the last day
          of the Plan Year.

     (D)  If the Employer or an Affiliate has executed Adoption Agreements
          covering Participants by a plan which is a profit-sharing plan
          and by another plan which is a money purchase pension plan or a
          target benefit plan, the minimum allocation specified in the
          preceding Section 4.4.3(A) shall be provided by the money
          purchase pension plan or by the target benefit plan, as the case
          may be. If a Participant is covered under this Plan and a Defined
          Benefit Plan maintained pursuant to Adoption Agreements offered
          by the Sponsor, the minimum allocation specified in the preceding
          Section 4.4.3(A) shall not be applicable and the Participant
          shall receive the minimum benefit specified in the Defined
          Benefit Plan.

     (E)  With respect to any profit-sharing or money purchase pension plan
          which becomes Top-Heavy and is integrated with Social Security,
          prior to making the allocations specified in the Adoption
          Agreement anything contained therein to the contrary
          notwithstanding, there shall be an allocation of the Employer
          Contribution to each eligible Participant's Employer Contribution
          Account in the ratio that each such Participant's Limitation
          Compensation for the Plan Year bears to the Limitation
          Compensation of all such Participants for the Plan Year, but not
          in excess of 3% of such Limitation Compensation.

          4.4.4 If the Plan becomes a Top-Heavy Plan, then the maximum
benefit which can be provided under Section 3.9 shall. continue to be
determined by applying "125%" wherever it appears in that Section and by
substituting "4%"for "3%"wherever that appears in Section 4.4.3. However,
if the Plan becomes a Super Top-Heavy Plan, the maximum benefit which can
be provided under Section 3.9 shall be determined by substituting "100%"
for "125%" wherever the latter percentage appears and the 3% minimum
contribution provided for in Section 4.4.4 shall remain unchanged.

          4.4.5 Beginning with the Plan Year in which this Plan is
Top-Heavy, one of the minimum Top-Heavy vesting schedules as specified in
the Adoption Agreement will apply. The minimum vesting schedule applies to
all benefits within the meaning of Code Section 411(a)(7) except those
attributable to Employee contributions, including benefits accrued before
the effective date of Code Section 416 and benefits accrued before the Plan
became Top-Heavy. However, this Section 4.4 does not apply to the Account
Balances of any Employee who does not have an Hour of Service after the
Plan has initially become Top-Heavy and such Employee's vesting in his or
her Employer Contributions Account will be determined without regard to
this Section 4.4. The minimum allocation pursuant to Section 4.43 (to the
extent required to be nonforfeited under Code Section 416(b)) may not be
forfeited under Code Section 411(a)(3)(B) or Code Section 411(a)(3)(D).

                                 ARTICLE V
                 AMOUNT OF BENEFITS, WITHDRAWALS AND LOANS

     5.1 Distribution Upon Termination of Employment

          5.1.1 Subject to Section 5.12, a Participant's Benefit
Commencement Date shall be as soon as practicable following his of her
Fully Vested Separation, Partially Vested Separation or Nonvested
Separation, if applicable, and in accordance with Section 5.6. If the Plan
includes a CODA feature, each 401(k) Contributions Account of a Participant
shall be payable in accordance with the events specified in Section 1.27 of
the Plan.

          5.1.2 If specified in the Adoption Agreement, a Participant's
Benefit Commencement Date shall be deferred until the earliest of his or
her Normal Retirement Age, Disability, or if elected by the Employer in the
Adoption Agreement Early Retirement. If a Participant terminates Employment
after satisfying any service requirement for Early Retirement specified in
the Adoption Agreement, he or she shall be enticed to elect to receive a
distribution of his or her vested Employer Accounts upon satisfaction of
any age requirement for Early Retirement.

     5.2 Amount of Benefits Upon a Fully Vested Separation

      A Participant's benefits upon his or her Fully Vested
Separation for any reason other than Disability shall be the
Account Balance of all of his or her Accounts determined in
accordance with Section 10.6.2.

     5.3 Amount of Benefits Upon a Partially Vested Separation

     A Participant's benefits upon his or her Partially Vested Separation
for any reason other than Disability shall be: (A) the Account Balance of
his or her Employer Accounts determined in accordance with Section 10.6.2
multiplied by his or her vested percentage determined pursuant to Section
4.1.3, or, if applicable, Section 4.4.2, plus (B) the Account Balance of
his or her other Accounts determined in accordance with Section 10.6.2.

     5.4 Amount of Benefits Upon a Nonvested Separation

      A Participant's benefits upon his or her Nonvested
Separation shall be the Account Balance of his or her Accounts
other than Employer Accounts, if any, determined in accordance
with Section 10.6.2.

     5.5 Amount of Benefits Upon a Separation Due to Disability

     If a Participant terminates Employment due to a Disability, his or her
benefit shall be the Account Balance of all of his or her Accounts
determined as a Fully Vested Separation in accordance with Section 5.2 and
Section 10.6.2. The Benefit Commencement Date of any such Participant on
whose behalf contributions are being made pursuant to Section 3.1.4 shall
be as soon as practicable after the date such contributions cease.

     5.6 Distribution and Restoration

          5.6.1 If, upon a Participant's termination of Employment, the
vested Account Balance of his or her Accounts as of the applicable
Valuation Date is equal to or less than $3,500, such Participant will
receive a distribution of his or her entire vested benefit and the
nonvested portion will be treated as forfeiture. If the value of a
Participant's vested Account is zero, the Participant shall be deemed to
have received a distribution of such vested Account.

          5.6.2 If, upon a Participant's termination of Employment, the
vested Account Balance of his or her Accounts as of the applicable
Valuation Date exceeds $3,500, the Participant may elect, in accordance
with Article VI, to receive a distribution of the entire vested portion of
such Accounts and the nonvested portion, if any, will be treated as a
forfeiture.

          5.6.3 If the vested Account Balance of a Participant's Accounts
as of the applicable Valuation Date has an aggregate value exceeding (or at
the time of any prior distribution exceeded) $3,500, and the Participant's
benefit is Immediately Distributable, the Participant and the Participant's
spouse (or where either the Participant or the Spouse has died, the
survivor) must consent to any distribution of such benefit. The consent of
the Participant and the Participant's Spouse shall be obtained in writing
within the 90-day period ending on the Participant's Benefit Commencement
Date; provided, however, that if the Plan is a profit-sharing plan and
Section 6.1.2 applies, the consent of the Participant's Spouse will not be
required. The Administrator shall notify the Participant and the
Participant's Spouse of the right to defer any distribution until the
Participant's benefit is no longer Immediately Distributable. Such
notification shall include a general description of the material features,
and an explanation of the relative values of, the optional forms of benefit
available under the Plan in a manner that would satisfy the notice
requirements of Code Section 417(a)(3), and shall be provided no less than
30 days and no more than 90 days prior to the Benefit Commencement Date.

          5.6.4 Notwithstanding the foregoing, only the Participant need
consent to the commencement of a distribution in the form of a Qualified
Joint and Survivor Annuity while the Participant's benefit is Immediately
Distributable. Neither the consent of the Participant nor the Participant's
Spouse shall be required to the extent that a distribution is required to
satisfy Code Section 401(a)(9) or Code Section 415.

          5.6.5 For purposes of determining the applicability of the
foregoing consent requirements to distributions made before the first day
of the first Plan Year beginning after December 31, 1988, the Participants
vested benefit shall not include amounts attributable to accumulated
deductible Participant contributions within the meaning of Code Section
72(o)(5)(B).

          5.6.6 If a Participant, who after termination of Employment
received a distribution and forfeited any portion of an Employer Account or
is deemed to have received a distribution in accordance with Section 5.6.1,
resumes Employment, he or she shall have the right, while an Employee, to
repay the full amount previously distributed from such Employer Account.
Such repayment must occur before the earlier of (i) the date on which he or
she would have incurred a Period of Severance of five years commencing
after the distribution or (ii) five years after the first date on which the
Participant is subsequently reemployed. If the Participant makes a
repayment, the Account Balance of his or her relevant Employer Account
shall be restored to its value as of the date of distribution. The restored
amount shall be derived from forfeitures during the Plan Year and, if such
forfeitures are not sufficient, from a contribution by the Employer made as
of that date (determined without reference to Net Profits). If an Employee
who had a Nonvested Separation and was deemed to receive a distribution
resumes Employment before a Period of Severance of five years, his or her
Employer Account will be restored, upon reemployment, to the amount on the
date of such deemed distribution.

     5.7 Withdrawals During Employment

          5.7.1 If the Plan is a profit-sharing plan, and if the Employer
has elected in the Adoption Agreement to permit withdrawals during
Employment, prior to termination of Employment, each Participant upon
attainment of age 59-1/2 may elect to withdraw, as of the Valuation Date
next following the receipt of an election by the Administrator, and upon
such notice as the Administrator may require, all or any part of the vested
Account Balance of all of his or her Accounts, as of such Valuation Date.

          5.7.2 Notwithstanding Section 5.7.1, prior to termination of
Employment each Participant with a Rollover Contributions Account and/or a
Participant Voluntary Nondeductible Contributions Account may elect to
withdraw, as of the Valuation Date next following the receipt of an
election by the Administrator, and upon such notice as the Administrator
may require, all or any of such Account, as of such Valuation Date.

          5.7.3 The Administrator may establish from time to time rules and
procedures with respect to any withdrawals including the order of Accounts
from which such withdrawals shall be made.

          5.7.4 No forfeitures shall occur as a result of a withdrawal
pursuant to this Section 5.7.

          5.7.5 If a Participant is married at the time of such election,
the Participant's Spouse must consent to such a withdrawal in the same
manner as provided in Section 6.2.4; provided, however, that if the Plan is
a profit-sharing plan and Section 6.12 applies, the consent of the
Participant's Spouse will not be required.

     5.8 Loans

          5.8.1 If the Employer has elected in the Adoption Agreement to
make loans available, a Participant may submit an application to the
Administrator to borrow from any Account maintained for the Participant (on
such terms and conditions as the Administrator shall prescribe) an amount
which when added to the outstanding balance of all other loans to the
Participant would not exceed the lesser of (a) $50,000 reduced by the
excess (if any) of the highest outstanding balance of loans during the one
year period ending on the day before the loan is made, over the outstanding
balance of loans from the Plan on the date the loan is made, or (b) 50% of
the vested portion of his or her Account from which the borrowing is to be
made as of the Valuation Date next following the receipt of his or her loan
application by the Administrator and the expiration of such notice period
as the Administrator may require. For this purpose, all loans from
Qualified Plans of the Employer or an Affiliate shall be aggregated, and an
assignment or pledge of any portion of the Participant's interest in the
Plan, and a loan, pledge or assignment with respect to any insurance
contract purchased under the Plan, will be treated as a loan under this
Section 5.8.1.

          5.8.2 If approved, each such loan shall comply with the following
conditions:

          (A) it shall be evidenced by a negotiable promissory note;

          (B)  the rate of interest payable on the unpaid balance of such
               loan shall be a reasonable rate determined by the
               Administrator;

          (C)  the Participant must obtain the consent of his or her
               Spouse, if any, within the 90-day period before the time an
               Account is used as security for the loan; provided, however,
               that if the Plan is a profit-sharing plan that meets the
               requirements in Section 6.1.2 of the Plan, the consent of
               the Participant's Spouse will not be required. A new consent
               is required if an Account is used for any increase in the
               amount of security. The consent shall comply with the
               requirements of Section 6.2.4, but shall be deemed to meet
               any requirements contained in Section 6.2.4 relating to the
               consent of any subsequent Spouse. A new consent shall be
               required if an Account is used for renegotiation, extension,
               renewal, or other revision of the loan;

          (D)  the loan, by its terms, must require repayment (principal
               and interest) be amortized in level payments, not less
               frequently than quarterly, over a period not extending
               beyond five years from the date of the loan; provided,
               however, that if the proceeds of the loan are used to
               acquire a dwelling unit which within a reasonable time
               (determined at the time the loan is made) will be used as
               the principal residence of the Participant, the repayment
               schedule may be for a term in excess of five years; and

          (E)  the loan shall be adequately secured and may be secured by
               no more than 50% of the Participant's vested interest in the
               Account Balance of his or her Accounts.

          5.8.3 If a Participant or Beneficiary requests and is granted a
loan, and the loan is made from Participant-Directed Assets, principal and
interest payments with respect to the loan shall be credited solely to the
Account of the borrowing Participant from which the loan was made. Any loss
caused by nonpayment or other default on a Participant's loan obligations
shall be charged solely to that Account. Any other loan shall be treated as
an investment of the Trust Fund and interest and principal payments on
account thereof shall be credited to the Trust Fund. The Administrator
shall determine the order of Accounts from which a loan may be made.

          5.8.4 Anything herein to the contrary notwithstanding:

          (A)  in the event of a default, foreclosure on the promissory
               note will not occur until a distributable event occurs under
               this Article V;

          (B)  no loan will be made to any Owner-Employee or to any
               "shareholder-employee" of the Employer or a Participating
               Affiliate or with respect to any amounts attributable to a
               Rollover Contribution or a trust to trust transfer and
               relating to prior participation by such an individual in a
               Qualified Plan. For this purpose, a "shareholder-employee"
               means an employee or officer of an electing small business,
               i.e., an "S corporation" as defined in Code Section 1361,
               who owns (or is considered as owning within the meaning of
               Code Section 318(a)(1)) on any day during the taxable year
               of such corporation, more than 5% of the outstanding stock
               of the corporation; and

          (C)  loans shall not be made available to Highly Compensated
               Employees in an amount greater than the amount made
               available to other Employees.

          5.8.5 If a valid spousal consent has been obtained in accordance
with Section 5.8.2(C), then, notwithstanding any other provision of this
Plan, the portion of the Participant's vested Account used as a security
interest held by the Plan by reason of a loan outstanding to the
Participant shall be taken into account for purposes of determining the
amount of the Participant's benefit payable at the time of death of
distribution; but only if the reduction is used as repayment of the loan.
If less than 100% of the Participant's vested benefit (determined without
regard to the preceding sentence) is payable to the Surviving Spouse, then
the Participant's benefit shall be adjusted by first reducing the
Participant's vested benefit by the amount of the security used as
repayment of the loan, and then determining the benefit payable to the
Surviving Spouse.

     5.9 Hardship Distributions

          5.9.1 Effective January 1, 1989, if available and elected by the
Employer in the Adoption Agreement, a Participant may request a
distribution due to hardship from the vested portion of his or her
Accounts, (other than from his or her Qualified Nonelective Contributions
Account, Qualified Matching Contributions Account or earnings accrued after
December 31, 1988, on the Participant's Elective Deferrals) only if the
distribution is made both due to an immediate and heavy financial need of
the Participant and is necessary to satisfy such financial need.

          5.9.2 A hardship distribution shall be permitted only if the
distribution is due to:

          (A)  expenses incurred or necessary for medical care described in
               Code Section 213(d) incurred by the Participant, the
               Participant's Spouse, or any dependents of the Participant
               (as defined in Code Section 152);

          (B)  purchase (excluding mortgage payments) of a principal
               residence for the Participant;

          (C)  payment of tuition and related educational fees for the next
               12 months of post-secondary education for the Participant
               his or her Spouse, children or dependents;

          (D)  the need to prevent the eviction of Participant from his or
               her principal residence or foreclosure on the mortgage of
               the Participant's principal residence; or

          (E)  any other condition or event which the Commissioner of the
               Internal Revenue Service determines is a deemed immediate
               and financial need.

          5.9.3 A distribution will be considered necessary to satisfy an
immediate and heavy financial need of a Participant if all of the following
requirements are satisfied:

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

          (B)  the Participant obtains all distributions, other than
               hardship distributions, and all nontaxable loans currently
               available under all plans maintained by the Employer or an
               Affiliate;

          (C)  the Participant's Elective Deferrals, Employee Thrift
               Contributions and Participant Voluntary Nondeductible
               Contributions will be suspended for at least 12 months after
               receipt of the hardship distribution in this Plan and in all
               other plans maintained by the Employer or an Affiliate; and

          (D)  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 distribution in this
               Plan and in all other plans maintained by the Employer or an
               Affiliate.

          5.9.4 If the distribution is made from any Amount other than a
401(k) Contributions Account, a distribution due to hardship may be made
without application of Section 5.9.3(B), 5.9.3(C), or 5.9.3(D).

     5.10 Limitation on Commencement of Benefits

          5.10.1 Anything in this Article V to the contrary
notwithstanding, a Participant's Benefit Commencement Date shall in no
event be later than the 60th day after the close of the Plan Year in which
the latest of the following events occur:

          (A)  The attainment by the Participant of his or her Normal
               Retirement Age;

          (B)  the tenth anniversary of the year in which the Participant
               commenced participation in the Plan; or

          (C)  the Participant's termination of Employment. Notwithstanding
               the foregoing, the failure of a Participant and Spouse to
               consent to a distribution while a benefit is Immediately
               Distributable, shall be deemed to be an election to defer
               commencement of payment of any benefit sufficient to satisfy
               this Section.

          5.10.2 If it is not possible to distribute a Participant's
Accounts because the Administrator has been unable to locate the
Participant after making reasonable efforts to do so, then a distribution
of the Participant's Accounts shall be made when the Participant can be
located.

     5.11 Distribution Requirements

          5.11.1 Subject to the Joint and Survivor Annuity rules set forth
in Article VI, the requirements of this Article shall apply to any
distribution of a Participant's interest and will take precedence over any
inconsistent provisions of this Plan. Unless otherwise specified, the
provisions of this article apply to calendar years beginning after December
31, 1984. As used in this Section 5.11, each of the following terms shall
have the meaning for that term set forth in this Section 5.11.1:

          (A)  Applicable Life Expectancy. The life expectancy (or joint
               and last survivor expectancy) calculated using the attained
               age of the Participant (or designated Beneficiary) as of the
               Participant's (or designated Beneficiary's) birthday in the
               applicable calendar year reduced by one for each calendar
               year which has elapsed since the date Life Expectancy was
               first calculated. If Life Expectancy is being recalculated,
               the Applicable Life Expectancy shall be the Life Expectancy
               as so recalculated. The applicable calendar year shall be
               the first distribution calendar year, and if Life Expectancy
               is being recalculated such succeeding calendar year.

          (B)  Designated Beneficiary. The individual who is designated as
               the Beneficiary under the Plan in accordance with Code
               Section 401(a)(9). In the event that a Participant names a
               trust to be a designated Beneficiary, such designation shall
               provide that, as of the later of the date on which the trust
               is named as a Beneficiary or the Participant's Required
               Beginning Date, and as of all subsequent periods during
               which the trust is named as a Beneficiary, the following
               requirements are met: (i) the trust is a valid trust under
               state law, or would be but for the fact that there is no
               corpus; (ii) the trust is irrevocable; (iii) the
               Beneficiaries of the trust who are Beneficiaries with
               respect to the trust's interest in the Participant's
               benefits are identifiable from the trust instrument within
               the meaning of Code Section 401(a)(9); and (iv) a copy of
               the trust is provided to the Plan.

          (C)  Distribution Calendar Year. A calendar year for which a
               minimum distribution is required. For distributions
               beginning before the Participant's death, the first
               Distribution Calendar Year is the calendar year immediately
               preceding the calendar year which contains the Participant's
               Required Beginning Date. For distributions beginning after
               the Participant's death, the first Distribution Calendar
               Year is the calendar year in which distributions are
               required to begin pursuant to Section 7.2.

          (D)  Life Expectancy. Expectancy and joint and last survivor
               expectancy are computed by use of the expected return
               multiples in Tables V and VI of section 1.72-9 of the
               regulations issued under the Code.

     Unless otherwise elected by the Participant (or Spouse, in the case of
distributions described in Section 7.2) by the time distributions are
required to begin, Life Expectancies shall not be recalculated annually.
Such election shall be irrevocable as to the Participant or Spouse and
shall apply to all subsequent years. The Life Expectancy of a nonspouse
Beneficiary may not be recalculated.

          (E) Required Beginning Date.

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

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

               (iii) Non 5% owners. The Required Beginning Date of,
                    Participant who is not a "5% owner" as defined in (iii)
                    below is the fast day of April of the calendar year
                    following the calendar year in which the later of
                    retirement or attainment of age 70-1/2 occurs.

               (iv) 5% owners. The Required Beginning Date of a Participant
                    who is a 5% owner during any year beginning after
                    December 31, 1979, is the first day of April following
                    the later of:

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

                    (b)  the earlier of the calendar year with or within
                         which ends the Plan Year in which the Participant
                         becomes a 5% owner, or the calendar year in which
                         the Participant retires.

     The Required Beginning Date of a Participant who is not a 5% owner who
attains age 70-1/2 during 1988 and who has not retired as of January 1,
1989, is April 1, 1990.

               (v)  5% owner. A Participant is treated as a 5% owner for
                    purposes of this Section 5.11 if such Participant is a
                    5% owner as defined in Code Section 416(i) (determined
                    in accordance with section 416 but without regard to
                    whether the plan is top-heavy) at any time during the
                    Plan Year ending with or within the calendar year in
                    which such owner attains age 66-1/2 or any subsequent
                    Plan Year.

               (vi) Once distributions have begun to a 5% owner under this
                    Section 5.11, they must continue to be distributed,
                    even if the Participant ceases to be a 5% owner in a
                    subsequent year.

          5.11.2 All distributions required under this Section 5.11 shall
be determined and made in accordance with the Income Tax Regulations under
Code Section 401(a)(9), including the minimum distribution incidental
benefit requirement of section 1.401(a)(9)-2 of the regulations issued
under the Code. The entire interest of a Participant must be distributed or
begin to be distributed no later than the Participant's Required Beginning
Date.

          5.11.3 Limits on Distribution Periods. As of the first
Distribution Calendar Year, distributions, if not made in a lump sum may
only be made over one of the following periods (or a combination thereof):

          (A)  the life of the Participant;

          (B)  the life of the Participant and a Designated Beneficiary;

          (C)  a period certain not extending beyond the Life Expectancy of
               the Participant; or

          (D)  a period certain not extending beyond the joint and last
               survivor expectancy of the Participant and a Designated
               Beneficiary.

For calendar years beginning before January 1, 1989, if the Participant's
Spouse is not the Designated Beneficiary, the method of distribution
selected must assure that at least 50% of the present value of the amount
available for distribution is paid within the Life Expectancy of the
Participant.

          5.11.4 Determination of Amount to be Distributed Each Year. (A) If
the Participant's interest is to be paid in the form of annuity
distribution under the Plan (whether directly or in the form of an annuity
purchased from an insurance company), payments under the annuity shall
satisfy the following requirements:

               (i)  the annuity distribution must be paid in periodic
                    payments made at intervals not longer than one year,

               (ii) the distribution period must be over a life (or lives)
                    or over a period certain not longer than a Life
                    Expectancy (or joint life and last survivor expectancy)
                    described in Code Section 401(a)(A)(ii) or Code Section
                    403(a)(9)(B)(iii), whichever is applicable;

               (iii) the Life Expectancy (or joint life and last survivor
                    expectancy) for purposes of determining the period
                    certain shall be determined without recalculation of
                    Life Expectancy;

               (iv) once payments have begun over a period certain, the
                    period certain may not be lengthened even if the period
                    certain is shorter than the maximum permitted;

               (v)  payments must either be nonincreasing or increase only
                    as follows:

                    (1)  with any percentage increase in a specified and
                         generally recognized cost-of-living index;

                    (2)  to the extent of the reduction to the amount of
                         the Participant's payments to provide for a
                         survivor benefit upon death, but only if the
                         Beneficiary whose life was being used to determine
                         the distribution period described in Section
                         5.11.4(A)(iii) dies and the payments continue
                         otherwise in accordance with that section over the
                         life of the Participant;

                    (3)  to provide cash refunds of Employee contributions
                         upon the Participant's death; or

                    (4)  because of an increase in benefits under the Plan.

               (vi) If the annuity is a life annuity (or a life annuity
                    with a period certain not exceeding 20 years), the
                    amount which must be distributed on or before the
                    Participant's Required Beginning Date (or, in the case
                    of distributions after the death of the Participant,
                    the date distributions are required to begin pursuant
                    to Section 72) shall be the payment which is required
                    for one payment interval. The second payment need not
                    be made until the end of the next payment interval
                    event if that payment interval ends in the next
                    calendar year. Payment intervals are the periods for
                    which payments are received, 14, bimonthly, monthly,
                    semiannually, or annually.

                    If the annuity is a period certain annuity without a
                    life contingency (or is a life annuity with a period
                    certain exceeding 20 years) periodic payments for each
                    distribution calendar year shall be combined and
                    treated as an annual amount. The amount which must be
                    distributed by the Participant's Required Beginning
                    Date (or, in the case of distributions after the death
                    of the Participant, the date distribution are required
                    to begin pursuant to Section 72) is the annual amount
                    for the first Distribution Calendar Year. The annual
                    amount for other Distribution Calendar Years, including
                    the annual amount for the calendar year in which the
                    Participant's Required Beginning Date (or the date
                    distribution are required to begin pursuant to Section
                    72) occurs, must be distributed on or before December
                    31 of the calendar year for which the distribution is
                    required.

          (B)  Annuities purchased after December 31, 1988, are subject to
               the following additional conditions:

               (i)  Unless the Participant's Spouse is the Designated
                    Beneficiary, if the Participant's interest is being
                    distributed in the form of a period certain annuity
                    without a life contingency, the period certain as of
                    the beginning of the first Distribution Calendar Year
                    may not exceed the applicable period determined using
                    the table set forth in Q&A A-5 of section 1.401(a)(9)-2
                    of the regulations issued under the Code.

               (ii) If the Participant's interest is being distributed in
                    the form of a joint and survivor annuity for the joint
                    lives of the Participant and a nonspouse Beneficiary,
                    annuity payments to be made on or after the
                    Participant's Required Beginning Date to the Designated
                    Beneficiary after the Participant's death must not at
                    any time exceed the applicable percentage of the
                    annuity payment for such period that would have been
                    payable to the Participant using the table set forth in
                    Q&A A-6 of section 1.401(a)(9)-2 of the regulations
                    under the Code.

          (C)  Transitional Rule. If payments under an annuity which
               complies with Section 5.11.4(A) begin prior to January 1,
               1989, the minimum distribution requirements in effect as of
               July 27, 1987, shall apply to distributions from this Plan,
               regardless of whether the annuity form of payment is
               irrevocable. This transitional rule also applies to deferred
               annuity contracts distributed to or owned by the Participant
               prior to January 1, 1989, unless additional contributions
               are made under the Plan by the Employer or Affiliate with
               respect to such contract.

          (D)  If the form of distribution is an annuity made in accordance
               with Section 5.11.4, any additional benefits accruing to the
               Participant after his or her Required Beginning Date shall
               be distributed as a separate and identifiable component of
               the annuity beginning with the first payment interval ending
               in the calendar year immediately following the calendar year
               in which such amount accrues.

          (E)  Any part of the Participant's interest which is in the form
               of an individual account shall be distributed in a manner
               satisfying the requirements of Code Section 401(#9).

          5.11.5 Transitional Rules Section 242 Election.

     Notwithstanding the other requirements of this Article and subject to
the joint and Survivor Annuity rules set forth in Article VI, distribution
on behalf of any Employee, including a 5% owner, may be made in accordance
with all of the following requirements (regardless of when such
distribution commences):

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

          (B)  the distribution is in accordance with a method of
               distribution designated by the Employee whose interest in
               the trust is being distributed or, if the Employee is
               deceased, by a Beneficiary of such Employee;

          (C)  such designation was in writing, was signed by the Employee
               or the Beneficiary, and was made before January 1, 1984;

          (D)  the Employee had accrued a benefit under the Plan as of
               December 31, 1983; and

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

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

For any distribution which commences before January 1, 1984, but continues
after December 31, 1983, the Employee, or the Beneficiary, to whom such
distribution is being made, will be presumed to have designated the method
of distribution under which the distribution is being made if the method of
distribution was specified in writing and the distribution satisfies the
requirements in subsections 5.11.5(A) and (E).

If a designation is revoked any subsequent distribution must satisfy the
requirements of Code Section 401(a)(9). If a designation is revoked
subsequent to the date distributions are required to begin the trust must
distribute by the end of the calendar year following the calendar year in
which the revocation occurs the total amount not yet distributed to satisfy
Code Section 4.01(a)(9) but for the Section 242(b)(2) election. For
calendar years beginning after December 31, 1988, such distributions must
meet the minimum distribution incidental benefit requirements in section
1.4.01(a)(9)-2 of the regulations issued under the Code. Any changes in the
designation will be considered to be a revocation of the designation.
However, the mere substitution of addition of another Beneficiary (one not
named in the designation) under the designation will not be considered to
be a revocation of the designation, so long as such substitution or
addition does not alter the period over which distributions are to be made
under the designation, directly or indirectly (for example, by altering the
relevant measuring life). In the case in which an amount is transferred or
rolled over from one plan to another plan, the rules in Q&A J-2 and Q&A J-3
of section 1.401(a)(9)-1 of the regulations issued under the Code

                                ARTICLE VI
                  FORMS OF PAYMENT OF RETIREMENT BENEFITS

     6.1 Methods of Distribution

          6.1.1 If the Plan is a money purchase pension plan or a target
benefit plan, a Participant's benefit shall be payable in the normal form
of a Qualified Joint and Survivor Annuity if the Participant is married on
his or her Benefit Commencement Date and in the normal form of an immediate
annuity for the life of the Participant if the Participant is not married
on that date. A Participant who terminated Employment on or after
satisfying the requirements for Early Retirement may elect to have his or
her Qualified Joint and Survivor Annuity distributed upon attainment of
such Early Retirement. If the Plan is a profit-sharing plan that satisfies
the requirements set forth in Section 6.1.2, a Participant's Accounts shall
only be payable in the normal form of a lump-sum distribution in accordance
with Section 6.1.1(B) below. A Participant in a money purchase pension
plan, a target benefit plan, or a profit-sharing plan that does not satisfy
the requirements set forth in Section 6.1.2, may at any time after
attaining age 35 and prior to his or her Benefit Commencement Date elect in
accordance with Section 6.2, any of the following optional forms of payment
instead of the normal form:

          (A) An Annuity Contract payable as:

               (i)  a single life annuity;

               (ii) a joint and 50% survivor annuity with a contingent
                    annuitant;

               (iii) a joint and 100% survivor annuity with a contingent
                    annuitant;

               (iv) an annuity for the life of the Participant with 120
                    monthly payments certain;

          (B)  A lump-sum distribution in cash or in kind, or part in cash
               and part in kind; or

          (C)  In installments payable in cash or in kind, or part in cash
               and part in kind over a period not in excess of that
               required to comply with Section 5.11.4.

Anything in this Section 6.1.1 to the contrary notwithstanding, if the
value of a Participant's vested Account as of the applicable Valuation Date
is $$3,500 or less, his or her benefit shall be paid in the form of a
lump-sum distribution and no optional form of benefit payment shall be
available.

          6.1.2 If the Plan is a profit-sharing plan then: (A) the
Participant cannot elect payments in the form of a Life annuity (this
Section 6.1.2 shall not apply if a life annuity form is an optional form
preserved under Code Section 411(d)(6)); (B) on the death of the
Participant, the Participant's benefits will be paid to his or her
Surviving Spouse, if any, or, if his or her Surviving Spouse has already
consented in a manner conforming to an election under Section 6.2.4, then
to the Participant's Beneficiary; and (C) the normal form of benefit shall
be a lump-sum and Sections 6-11, 6-22 and 6.24 shall not be applied by the
Administrator. A Participant in such a profit-sharing plan may also elect
to receive his or her benefiting the form of installments in accordance
with Section 6.1.1(C) of the Plan. This Section 6.1.2 shall not apply,
however, with respect to the Participant if it is determined that the Plan
is a direct or indirect transferee of a defined benefit plan, a money
purchase pension plan (inducting a target benefit plan) or a stock bonus or
profit-sharing plan which is subject to the survivor annuity requirements
of Code Sections 401(a)(11) and 417. In addition, this Section 6.1.2 shall
not apply unless the Participant's Surviving Spouse, if any, is the
Beneficiary of (i) the proceeds of any insurance on the Participant's life
purchased by Employer contributions or (ii) forfeitures allocated to the
Participant's Employer Account or unless the Participant's Surviving Spouse
has consented to the Participant's designation of another Beneficiary as
referred to in subsection (C) of this Section 6.1.2.

          6.1.3 The following transitional rules shall apply for those
Participants entitled to but not receiving benefits as of August 23, 1984:

          (A)  Any living Participant not receiving benefits on August 23,
               1984, who would otherwise not receive the benefits
               prescribed by Section 6.1 must be given the opportunity to
               elect to have Section 6.1 apply if such Participant is
               credited with at least one Hour of Service under this Plan
               or a predecessor plan in a Plan Year beginning on or after
               January 1, 1976, and such Participant had at least 10 Years
               of Service when he or she terminated from Employment.

          (B)  Any living Participant not receiving benefits on August 23,
               1984, who was credited with at least one Hour of Service
               under this Plan or a predecessor plan on or after September
               2, 1974, and who is not otherwise credited with an Hour of
               Service in a Plan Year beginning on or after January 1,
               1976, must be given the opportunity to have his or her
               benefits paid in accordance with this Section 6.1.3(D).

          (C)  The respective opportunities to elect (as described in these
               Sections 6.1.3(A) and (B)) must be afforded to the
               appropriate Participants during the period commencing on
               August 23, 1984, and ending on such Participant's Benefit
               Commencement Date.

          (D)  Any Participant who has elected pursuant to this Section
               6.1.3(B) and any Participant who does not elect under this
               Section 6.1.3(A) or who meets the requirements of this
               Section 6.1.3(A) except that such Participant does not have
               at least ten Years of Service when he or she terminates from
               Employment, shall have his or her benefits distributed in
               accordance with all of the following requirements if
               benefits would have been payable in the form of a single
               life annuity:

                    (1) Automatic Qualified Joint and Survivor Annuity

If benefits in the form of a single life annuity become payable to a
married Participant who:

(a) begins to receive payments on or after Normal Retirement Age; or

(b) dies on or after Normal Retirement Age while in active Employment; or

(c) begins to receive payments on or after the "Qualified Early Retirement
Age", as that term is defined in Section 6.1.3(D)(3)(a); or

(d) terminates from Employment on or after attaining Normal Retirement Age
(or Qualified Early Retirement Age) and after satisfying the eligibility
requirement for the payment of benefits under the Plan and thereafter dies
before his or her Benefit Commencement Date; then such benefits will be
received in the form of a Qualified Joint and Survivor Annuity, unless the
Participant has elected otherwise during the election period which begins
at least six months before the Participant attains Qualified Early
Retirement Age and ends no earlier than 90 days before his or her Benefit
Commencement Date. Any election hereunder will be in writing and may be
changed by the Participant at any time.

                    (2)  Election of early survivor annuity

A Participant who is employed after attaining the Qualified Early
Retirement Age will be given the opportunity to elect, beginning on the
later of (1) the 90th day before he or she attains his or her Qualified
Early Retirement Age, or (2) the date on which participation begins, and
ending on the date he or she terminates Employment, to have a survivor
annuity payable on death if the Participant elects the survivor annuity,
payments under such annuity must not be less than the payments which would
have been made to the Spouse under the Qualified Joint and Survivor Annuity
if the Participant had retired on the day before his or her death Any
election under this provision will be in writing and may be changed by the
Participant at any time.

                    (3)  Qualified Early Retirement Age

(a) For purposes of this Section 6.13, Qualified Early Retirement
Age is the latest of

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

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

               (iii) the date the Participant begins participation.

(b) Qualified Joint and Survivor Annuity is an annuity for the life of the
Participant with a survivor annuity for the life of the Spouse as described
in Section 1.77.

     6.2 Election of Optional Forms

          6.2.1 By notice to the Administrator at any time prior to a
Participant's date of death and beginning on the first day of the Plan Year
in which the Participant attains age 35, the Participant may elect, in
writing, not to receive the normal form of benefit payment otherwise
applicable and to receive instead an optional form of benefit payment
provided for in Section 6.1.1. If the Participant separates from Employment
prior to the first day of the Plan Year in which the Participant attains
age 35, the Participant may make such election beginning on the date he or
she separates from Employment. This Section 6.2.1 shall not be applicable
if Section 6.1.2 applies to a Participant.

          6.2.2 Within a reasonable period, but in any event no less than
30 and no more than 90 days prior to each Participant's Benefit
Commencement Date, the Administrator shall provide to each Participant a
written explanation of the terms and conditions of a Qualified Joint and
Survivor Annuity. Such written explanation shall consist of:

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

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

          (C)  the rights of the Participant's Spouse under Section 6.2.4;

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

          (E)  the relative values of the various optional forms of benefit
               under the Plan.

The Administrator may, on a uniform and nondiscriminatory basis, provide
for such other notices, information or election periods or take such other
action as the Administrator considers necessary or appropriate to implement
the provisions of this Section 6.2.2.

          6.2.3 A Participant may revoke his or her elector to take an
optional form of benefit, and elect a different form of benefit, at any
time prior to the Participant's Benefit Commencement Date.

          6.2.4 The election of an optional benefit by a Participant after
December 31, 1984, must also be a waiver of a Qualified Joint and Survivor
Annuity by the Participant. Any waiver of a Qualified Joint and Survivor
Annuity shall not be effective unless (A) the Participant's Spouse consents
in writing; (B) the election designates a specific alternate Beneficiary,
including any class of Beneficiaries or any contingent Beneficiaries which
may not be changed without spousal consent (or the Spouse expressly permits
designations by the Participant without any further spousal consent); (C)
the Spouse's consent to the waiver is witnessed by a Plan representative or
notary public, and (D) the Spouses consent acknowledges the effect of the
elector. Additionally, a Participant's waiver of the Qualified Joint and
Survivor Annuity will not be effective unless the election designates a
form of benefit payment which may not be changed without spousal consent or
the Spouse expressly permits designations without any further spousal
consent Notwithstanding this consent requirement, if the Participant
establishes to the satisfaction of a Plan representative that such written
consent may not be obtained because there is no Spouse or the Spouse cannot
be located, the election will be deemed effective. Any consent necessary
under this provision will not be valid with respect to any other Spouse. A
consent that permits designations by the participant without any
requirement of further consent by such Spouse must acknowledge that the
Spouse has the right to limit consent to a specific Beneficiary, and a
specific form of benefit, where applicable, and that the Spouse voluntarily
elects to relinquish either or both of such rights. Additionally, a
revocation of a prior waiver may be made by a Participant without the
consent of the Spouse at any time before his or her Benefit Commencement
Date. The number of revocations shall not be limited. Any new waiver will
require a new consent by the electing Participant's Spouse. No consent
obtained under this provision shall be valid unless the Participant has
received notice as provided in this Section.

          6.2.5 The election of an optional form of benefit which
contemplates the payment of an annuity shall not be given effect if any
person who would receive benefits under the annuity dies before the Benefit
Commencement Date.

     6.3 Change in Form of Benefit Payments

Any former Employee whose payments are being deferred or who is receiving
installment payments may request acceleration or other modification of the
form of benefit distribution, subject to Code Section 401(a)(9), provided
that any necessary consent to such change required pursuant to Section
6.2.4 is obtained from the Employee's Spouse. This Section 6.3 shall not
apply to any Employee who becomes a Participant on or after January 1, 1989
or to Plans adopted after that date.

     6.4 Direct Rollovers

          6.4.1 The provisions of this Section 6.4 apply only to
distributions made on or after January 1, 1993.

          6.4.2 Notwithstanding any provision of the Plan to the contrary
that would otherwise limit a Distributee's election under this Section 6.4,
a Distributee may elect, at the time and in the manner prescribed by the
Administrator, to have any portion of an Eligible Rollover Distribution
paid directly to an Eligible Retirement Plan specified by the Distributee in
a Direct Rollover.

          6.4.3 Definitions - All terms used in this Section 6.4 shall have
the meaning set forth below:

          (A)  Eligible Rollover Distribution: 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 Distributee 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).

          (B)  Eligible Retirement Plan: 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.

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

          (D)  Direct Rollover. A Direct Rollover is a payment by the Plan
               to the Eligible Retirement Plan specified by the
               Distributee.

                                ARTICLE VII
                               DEATH BENEFITS

     7.1 Payment of Account Balances

          7.1.1 The benefits payable to the Beneficiary of a Participant
who dies while an Employee shall be the Account Balance of all of his or
her Accounts including if applicable, the proceeds of any life insurance
contract in effect on the Participant's life in accordance with Section
7.3. The benefits payable to the Beneficiary of a Participant who dies
after terminating Employment shall be the vested Account Balance of all of
his or her Accounts. Except as otherwise provided in this Article VII, a
Beneficiary may request that he or she be paid his or her benefits as soon
as practicable after the Participant's death.

          7.1.2 If a Participant dies before distribution of his or her
entire interest in the Plan has been completed, the remaining interest
shall, subject to Section 7.2.5, be distributed to the Participant's
Beneficiary in the form, at the time and from among the methods specified
in Section 6.1.1 as elected by the Beneficiary in writing filed with the
Administrator. If an election is not received by the Administrator within
90 days following the date the Administrator is notified of the
Participant's death, the distribution shall be made, if to a Surviving
Spouse, in accordance with Section 7.2.5(B), and, if to some other
Beneficiary, to the Beneficiary in a lump-sum.

          7.1.3 The value of the benefits payable to a Beneficiary shall be
determined in accordance with Section 10.6.2 If the value of such death
benefit is $3,500 or less, distribution of such benefit shall be made in a
lump sum as soon as practicable following the death of the Participant.

     7.2 Beneficiaries

          7.2.1 The Administrator shall provide each Participant within the
period described in Section 7.2.1(A) for such Participant a written
explanation of the death benefit in such terms and in such a manner as
would be comparable to the explanation provided for meeting the
requirements applicable to a Qualified Joint and Survivor Annuity. This
Section 7.2.1 shall not be applicable if Section 6.1.2 applies to a
Participant.

          (A)  The period for providing a written explanation of the death
               benefit for a Participant ends on the latest of the
               following to occur:

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

               (ii) a reasonable period ending after the Employee becomes a
                    Participant; or

               (iii) a reasonable period ending after Code Section 417
                    first applies to the Participant.

Notwithstanding the foregoing, notice must be provided within a reasonable
period ending after termination of Employment in case of a Participant who
terminates Employment before attaining age 35 and who has a vested interest
in his or her Account

          (B)  For purposes of the preceding paragraph, a reasonable period
               ending after the enumerated events described in (ii) and
               (iii) is the end of the two-year period beginning one year
               prior to the date the applicable event occurs and ending one
               year after that date. A Participant who has a vested
               interest in his or her Account and who terminates Employment
               before the Plan in which age 35 is attained, shall be
               provided such notice within the two-year period beginning
               one year prior to and ending one year after termination. If
               such a Participant returns to Employment, the applicable
               period for such Participant shall be redetermined.

          7.2.2 A Participant shall designate one or more Beneficiaries to
whom amounts due after his or her death, other than under the Qualified
Joint and Survivor Annuity, shall be paid. In the event a Participant fails
to make a proper designation or in the event that no designated Beneficiary
survives the Participant, the Participant's Beneficiary shall be the
Participant's Surviving Spouse, or if the Participant has no Surviving
Spouse, the legal representative of the Participant's estate, as an asset
of that estate. A Participant's Beneficiary shall not have any right to
benefits under the Plan unless he or she shall survive the Participant.

          7.2.3 Any designation of a Beneficiary incorporated into an
Annuity Contract or insurance contract shall be governed by the terms of
such Annuity Contract or insurance contract. Any other designation of a
Beneficiary must be filed with the Administrator, in a time and manner
designated by such Administrator, in order to be effective. Any such
designation of a Beneficiary may be revoked by filing a later designation
or an Instrument of revocation with the Administrator, in a time and manner
designated by the Administrator.

          7.2.4 Effective after December 31, 1984, a married Participant
whose designation of a Beneficiary is someone other than his or her Spouse,
including a Beneficiary referred to in the first sentence of Section 7.1.3,
or the change of any such Beneficiary to a new Beneficiary other than the
Participant's Spouse, shall not be valid unless made in writing and
consented to by the Participant's Spouse in such terms and in such a manner
as would be comparable to the consent provided for a waiver of the
Qualified Joint and Survivor Annuity. The Spouse's consent to such
designation must be made in the manner described in Section 6.2.4.

          7.2.5 Notwithstanding any other provision of the Plan to the
contrary:

          (A)  If the Participant dies after his or her Benefit
               Commencement Date, but before distribution of his or her
               benefit has been completed, the remaining portion of such
               benefit may continue in the form and over the period in
               which the distributions were being made but in any event
               must continue to be made at least as rapidly as under the
               method of distribution being used prior to the Participant's
               death.

          (B)  If the Participant dies leaving a Surviving Spouse before
               his or her Benefit Commencement Date, the Participant's
               benefit shall be payable to the Participant's Surviving
               Spouse in the form of an annuity for the life of the
               Surviving Spouse. The preceding sentence shall not apply if,
               within 90 days following the date the Administrator is
               notified of the Participant's death, his or her Surviving
               Spouse elects, by written notice to the Administrator, any
               other form of benefit payment specified in Section 6.1.1, or
               the such Surviving Spouse has already consented in a manner
               described in Section 6.2.4 to a distribution to an alternate
               Beneficiary designated by the Participant. If the Plan is a
               profit-sharing plan which meets the requirements of Section
               6.1.1., the Surviving Spouse shall receive his or her
               distribution in the form of a lump-sum unless she or he
               elects within 90 days following the date the Administrator
               is notified of the Participant's death, any other form of
               benefit payment specified in Section 6.1.1, or the
               Participant's Surviving Spouse has already consented in a
               manner described in Section 6.2.4 to a distribution to an
               alternate Beneficiary designated by the Participant. If the
               Participant's benefit is $3,500 or less, distribution shall
               be made in the form of a lump-sum comprised of the assets in
               the Account immediately prior to the distribution if the
               Account consists of Participant-Directed Assets. If the
               Account does not consist of Participant-Directed Assets, the
               distribution shall be in cash. If the Participant's benefit
               is distributable in the form of an annuity for the life of
               the Surviving Spouse, the Surviving Spouse may elect to have
               such annuity distributed immediately.

          (C)  If the Participant dies before his or her Benefit
               Commencement Date, the distribution of the Participant's
               entire interest shall be completed by December 31 of the
               calendar year containing the fifth anniversary of the
               Participant's death except to the extent that an election is
               made by the designated Beneficiary involved to receive
               distributions in accordance with (i) or (ii) of this
               subsection (C) below:

               (i)  if any portion of the Participant's interest is payable
                    to a designated Beneficiary who is an individual,
                    distributions may be made in substantially equal
                    installments over the life or Life Expectancy, as
                    defined at Section 5.11.1(D), of the designated
                    Beneficiary commencing on or before December 31 of the
                    calendar year immediately following the calendar year
                    of the Participant's death;

               (ii) if the designated Beneficiary is the Participant's
                    Surviving Spouse, the date distributions are required
                    to begin in accordance with (i) of this subsection (C)
                    shall not be earlier than the later of December 31 of
                    the calendar year in which the Participant died and
                    December 31 of the calendar year in which the
                    Participant would have attained age 65; and

               (iii) if the Surviving Spouse dies before payments begin,
                    subsequent distributions shall be made as if the
                    Surviving Spouse had been the Participant

          (D)  For purposes of this Section 7.2.5, distribution of a
               Participant's interest is considered to begin on the
               Participant's Required Beginning Date, as defined in Section
               5.11.1(E). If distribution in the form of an annuity
               irrevocably commences to the Participant before such
               Required Beginning Date, the date distribution is considered
               to begin is the date distribution actually commences.

          (E)  For purposes of this Section 7.25, any amount paid to a
               child of the Participant will be treated as if it had been
               paid to the Participant's Surviving Spouse if the amount
               becomes payable to such Surviving Spouse when the child
               reaches the age of majority.

          (F)  If the Participant has not made an election pursuant to this
               Section 7.2.5 by the time of his or her death, the
               Participant's designated Beneficiary must elect the method
               of distribution no later than the earlier of (i) December 31
               of the calendar year in which distributions would be
               required to begin under this Section or (ii) December 31 of
               the calendar year which contains the fifth anniversary of
               the date of death of the Participant. If the Participant has
               no designated Beneficiary, or if the designated Beneficiary
               does not elect a method of distribution, distribution of the
               Participant's entire interest must be completed by December
               31 of the calendar year containing the fifth anniversary of
               the Participant's death.

     7.3 Life Insurance

          7.3.1 With the consent of the Administrator and upon such notice
as the Administrator may require, a Participant may direct that a portion
of his or her Account be used to pay premiums on life insurance on the
Participant's life; provided, however, that (a) the aggregate premiums paid
on ordinary life insurance must be less than 50% of the aggregate
contributions allocated to the Participant's Employer Accounts, (b) the
aggregate premiums paid on term life insurance contracts, universal life
insurance contracts and all other life insurance contracts which are not
ordinary life insurance may not exceed 25% of the aggregate contributions
allocated to the Participant's Employer Account and (c) the sum of one-half
of the premiums paid on ordinary life insurance and the total of all other
life insurance premiums may not exceed 25% of the aggregate contributions
allocated to the Employer Account of the Participant. For purposes of these
limitations, ordinary life insurance contracts are contracts with both
non-decreasing death benefits and non-increasing premiums.

          7.3.2 The Trustee shall be the owner of each life insurance
contract purchased under this Section 7.3 and the proceeds of each such
contract shall be payable to the Trustee, provided that all benefits,
rights and privileges under each contract on the life of a Participant
which are available while the Participant is living shall be exercised by
the Trustee only upon and in accordance with the written instructions of
the Participant. The proceeds of all such insurance on the life of a
Participant shall be paid over by the Trustee to the Participant's
Beneficiary in accordance with this Article VII. Under no circumstances
shall the Trustee retain any part of the proceeds.

          7.3.3 Any dividends or credits earned on a life insurance
contract shall be applied when received in reduction of any premiums
thereon, or, if no premiums are due, applied to increase the proceeds of
the insurance contract.

          7.3.4 If a Participant is found by the Administrator to be
insurable only at a substandard premium rate, the policy shall provide a
reduced death benefit using the same premium as would be required if the
Participant were a standard risk, the amount of the death benefit being
determined in accordance with the amount of the rating.

          7.3.5 The cash surrender value of an insurance contract to the
extent deriving from Employer or Participant contributions, if any, shall
be included, respectively, in the Account Balance of the Account from which
the premiums were paid. Any death benefits under an insurance contract
payable before the Participant's termination of Employment will be paid to
the Trustee for addition to the relevant Account of the Participant for
distribution in accordance with Section 7.1.

          7.3.6 Any other provisions herein to the contrary
notwithstanding, the purchase of life insurance for any Participant shall
be subject to such minimum premium requirements as the Trustee may
determine from time to time.

          7.3.7 Premiums on life insurance contracts on a Participant's
life shall be paid by the Trustee, unless directed otherwise by the
Participant, first from cash in the Participant's Employer Accounts to the
extent thereof, and then from cash in the Participant's Participant
Contributions Accounts, if any, to the extent thereof. If there is
insufficient cash in either Account to pay premiums due, the Trustee shall
notify the Participant of this fact. If the Participant does not thereafter
instruct the Trustee to sell sufficient assets in an Account of the
Participant to pay premiums due on a timely basis, the Trustee shall not be
obligated to take any further action with respect to any life insurance
contract on the Participant's life, whether as regards continuing insurance
on a paid-up basis, effecting a reduction of the insurance in force or
otherwise, except at the direction of the Participant.

          7.3.8 Prior to such time as a Participant becomes entitled to
receive a distribution of any benefits under this Plan for any reason other
than the Participant's death, the Trustee shall, pursuant to the written
direction of the Participant delivered to the Administrator within such
period of time as is acceptable to the Administrator, either convert all
life insurance contracts on the Participant's life into cash or an annuity
to provide current or future retirement income to the Participant or
distribute the contracts to the Participant as a part of a benefit
distribution; provided, however, that:

          (A)  the contracts shall not be distributed unless, if the
               Participant is married at the time the distribution of the
               contracts is to be made, and the Plan is a money purchase
               pension plan, a target benefit plan or a profit-sharing plan
               to which Section 6.1.2 does not apply, the Participant's
               Spouse at that time consents to a distribution in the manner
               prescribed by Section 6.2.4; and

          (B)  if the cash value of any contracts at the time they become
               distributable to a Participant exceeds a Participant's
               vested interest in his or her Employer Accounts at that
               time, the Participant shall be entitled to receive a
               distribution of such contracts only if the Participant
               promptly pays such excess in cash to the Trust Fund.

Life insurance contracts on a Participant's life shall not continue to be
maintained under the Plan following the Participant's termination of
Employment or after Employer contributions have ceased.

If a Participant on whose life an insurance contract is held does not make
a timely and proper direction regarding the contract under this Section
7.3.8, the Participant shall be deemed to have directed that the contract
be converted into cash to be distributed in the manner in which the
Participant's benefit is to be distributed.

          7.3.9 Anything contained herein to the contrary notwithstanding,
in the event of any conflict between the terms of the Plan and the terms
of any insurance contract purchased under this Section 7.3, the provisions
of the Plan shall control.

                               ARTICLE VIII
                                FIDUCIARIES

     8.1 Named Fiduciaries

          8.1.1 The Administrator shall be a "named fiduciary" of the Plan
as that term is defined in ERISA Section 402(a)(2), with authority to
control and manage the operation and administration of the Plan, other than
authority to manage and control Plan assets. The Administrator shall also
be the "administrator" and "plan administrator" with respect to the Plan,
as those terms are defined in ERISA Section 3(16)(A) and in Code Section
414(g), respectively.

          8.1.2 The Trustee, or Investment Committee if appointed by the
Employer, shall be a "named fiduciary" of the Plan, as that term is defined
in ERISA Section 402(a)(2), with authority to manage and control all Trust
Fund assets and to select an Investment Manager or Investment Managers. If
Merrill Lynch Trust Company is the Trustee, it shall be a nondiscretionary
trustee; an Investment Committee shall be appointed and shall be the
Employer, who may also remove such Investment Committee; and the Investment
Committee shall be the "named fiduciary" with respect to Trust Fund assets.
Anything in this Section 8.1.2 to the contrary notwithstanding, with
respect to Participant-Directed Assets, the Participant or Beneficiary
having the power to direct the investment of such assets shall be the
"named fiduciary" with respect thereto.

          8.1.3 The Trustee, or Investment Committee if appointed by the
Employer, shall have the power to make and deal with any investment of the
Trust Fund permitted in Section 10.4, except Participant-Directed Assets or
assets for which an Investment Manager has such power, in any manner which
it deems advisable and shall also:

          (A)  establish and carry out a funding policy and method
               consistent with the objectives of the Plan and the
               requirements of ERISA;

          (B)  have the power to select Annuity Contracts, if applicable;

          (C)  have the power to determine, if applicable, what investments
               specified in Section 10.4, including, without limitation,
               Qualified Employer Securities and regulated investment
               company shares, are available as Participant-Directed
               Assets; and

          (D)  have all the rights, powers, duties and obligations granted
               or imposed upon it elsewhere in the Plan.

     8.2 Employment of Advisers

A "named fiduciary", with respect to the Plan (as defined in ERISA Section
402(a)(2)) and any "fiduciary" (as defined in ERISA Section 3(4)) appointed
by such a "named fiduciary", may employ one or more persons to render
advice with regard to any responsibility of such "named fiduciary" or
"fiduciary" under the Plan.

     8.3 Multiple Fiduciary Capacities

Any "named fiduciary" with respect to the Plan (as defined in ERISA Section
402(a)(2)) and any other "fiduciary" (as defined in ERISA Section 3(4))
with respect to the Plan may serve in more than one fiduciary capacity.

     8.4 Indemnification

To the extent not prohibited by state or federal law, the Employer agrees
to, and shall indemnify and save harmless, as the case may be, each
Administrator (if a person other than the Employer), Trustee, Investment
Committee and/or any Employee, officer or director of the Employer, or an
Affiliate, from all claims for liability, loss, damage or expense
(including payment of reasonable expenses in connection with the defense
against any such claim) which result from any exercise or failure to
exercise any of the indemnified person's responsibilities with respect to
the Plan, other than by reason of gross negligence.

     8.5 Payment of Expenses

          8.5.1 All Plan expenses, including without limitation, expenses
and fees (including fees for legal services rendered and fees to the
Trustee) of the Sponsor, Administrator, Investment Manager, Trustee, and
any insurance company, shall be charged against and withdrawn from the
Trust Fund; provided, however, the Employer may pay any of such expenses or
reimburse the Trust Fund for any payment.

          8.5.2 All transactional costs or charges imposed or incurred (if
any) for Participant-Directed Assets shall be charged to the Account of the
directing Participant or Beneficiary. Transactional costs and charges shall
include, but shall not be limited to, charges for the acquisition or sale
or exchange of Participant-Directed Assets, brokerage commissions, service
charges and professional fees.

          8.5.3 Any taxes which may be imposed upon the Trust Fund or the
income therefrom shall be deducted from and charged against the Trust Fund.

                                ARTICLE IX
                            PLAN ADMINISTRATION

     9.1 The Administrator

          9.1.1 The Employer may appoint one or more persons as
Administrator, who may also be removed by the Employer. If any individual
is appointed as Administrator, and the individual is an Employee, the
individual will be considered to have resigned as Administrator if he or
she terminates Employment and at least one other person continues to serve
as Administrator. Employees shall receive no compensation for their
services rendered to or as Administrator.

          9.1.2 If more than one person is designated as Administrator, the
Administrator shall act by a majority of its members at the time in office
and such action may be taken either by a vote at a meeting or in writing
without a meeting. However, if less than three members are appointed, the
Administrators shall act only upon the unanimous consent of its members. An
Administrator who is also a Participant shall not vote or act upon any
matter relating to himself or herself, unless such person is the sole
Administrator.

          9.1.3 The Administrator may authorize in writing any person to
execute any document or documents on the Administrator's behalf, and any
interested person, upon receipt of notice of such authorization directed to
it, may thereafter accept and rely upon any document executed by such
authorized person until the Administrator shall deliver to such interested
person a written revocation of such authorization.

     9.2 Powers and Duties of the Administrator

          9.2.1 The Administrator shall have the power to construe the Plan
and to determine all questions of fact or interpretation that may arise
thereunder, and any such construction or determination shall be
conclusively binding upon all persons interested in the Plan.

          9.2.2 The Administrator shall have the power to promulgate such
rules and procedures, to maintain or cause to be maintained such records
and to issue such forms as it shall deem necessary and proper for the
administration of the Plan.

          9.2.3 Subject to the terms of the Plan, the Administrator shall
determine the time and manner in which all elections authorized by the Plan
shall be made or revoked.

          9.2.4 The Administrator shall have all the rights, powers, duties
and obligations granted to or imposed upon it elsewhere in the Plan.

          9.2.5 The Administrator shall exercise all of its
responsibilities in a uniform and nondiscriminatory manner.

     9.3 Delegation of Responsibility

The Administrator may designate persons, including persons other than
"named fiduciaries" (as defined in ERISA Section 402(a)(2)) to carry out
the specified responsibilities of the Administrator and shall not be liable
for any act or omission of a person so designated.

                                 ARTICLE X
                      TRUSTEE AND INVESTMENT COMMITTEE

     10.1 Appointment of Trustee and Investment Committee

          10.1.1 The Employer shall appoint one or more persons as a
Trustee who shall serve as such for all or a portion of the Trust Fund. By
executing the Adoption Agreement: (i) the Employer represents that all
necessary action has been taken for the appointment of the Trustee; (ii)
the Trustee acknowledges that it accepts such appointment; and (iii) both
the Employer and the Trustee agree to act in accordance with the Trust
provisions contained in this Article X.

          10.1.2 An Employee appointed as Trustee or to the Investment
Committee shall receive no compensation for services rendered in such
capacity and will be considered to have resigned if he or she terminates
Employment and at least one other person continues to act as Trustee or as
the Investment Committee, as the case may be. If Merrill Lynch Trust
Company is the Trustee, the Employer shall appoint an Investment Committee
and Merrill Lynch Trust Company shall be a nondiscretionary trustee.

          10.1.3 If more than one person is acting as the Trustee, or as an
Investment Committee, such Trustee, or Investment Committee, shall act by a
majority of the persons at the time so acting and such action may be taken
either by a vote at a meeting or in writing without a meeting. If less than
three members are serving, the Trustee, or Investment Committee, shall act
only upon the unanimous consent of those serving. The Trustee, or
Investment Committee, may authorize in writing any person to execute any
document or documents on its behalf, and any interested person, upon
receipt of notice of such authorization directed to it, may thereafter
accept and rely upon any document executed by such authorized person until
the Trustee, or Investment Committee, shall deliver to such interested
person a written revocation of such authorization.

     10.2 The Trust Fund

The Trustee shall receive such sums of money or other property acceptable
to the Trustee which shall from time to time be paid or delivered to the
Trustee under the Plan. The Trustee shall hold in the Trust Fund all such
assets, without distinction between principal and income, together with all
property purchased therewith and the proceeds thereof and the earnings and
income thereon. The Trustee shall not be responsible for, or have any duty
to enforce, the collection of any contributions or assets to be paid or
transferred to it, or for verifying whether contributions or transfers to
it are allowable under the Plan, nor shall the Trustee be responsible for
the adequacy of the Trust Fund to meet or discharge liabilities under the
Plan.

          10.2.1 The Trustee shall receive in cash or other assets
acceptable to the Trustee, so long as such assets received do not
constitute a prohibited transaction, all contributions paid or delivered to
it which are allocable under the Plan and to the Trust Fund and all
transfers paid or delivered under the Plan to the Trust Fund from a
predecessor trustee or another trust (including a trust forming part of
another plan qualified under Code Section 401(a); provided, however, that
the Trustee shall not be obligated to receive any such contribution or
transfer unless prior thereto or coincident therewith, as the Trustee may
specify, the Trustee has received such reconciliation, allocation,
investment or other information concerning, or such direction, contribution
or representation with respect to, the contribution or transfer or the
source thereof as the Trustee may require. The Trustee shall have no duty
or authority to (a) require any contributions or transfers to be made under
the Plan or to the Trustee, (b) compute any amount to be contributed or
transferred under the Plan to the Trustee, or (c) determine whether amounts
received by the Trustee comply with the Plan.

          10.2.2 The Trust Fund shall consist of all money and other
property received by the Trustee pursuant to Section 10.2, increased by any
income or gains on or increment in such assets and decreased by any
investment loss or expense, benefit or disbursement paid pursuant to the
Plan.

     10.3 Relationship with Administrator

          10.3.1 Neither the Trustee, nor the Investment Committee, if any,
shall be responsible in any respect for the administration of the Plan.
Payments of money or property from the Trust Fund shall be made by the
Trustee upon direction from the Administrator or its designee. Payments by
the Trustee shall be transmitted to the Administrator or its designee for
delivery to the proper payees or to payee addresses supplied by the
Administrator or its designee, and the Trustee's obligation to make such
payments shall be satisfied upon such transmittal. The Trustee shall have
no obligation to determine the identity of persons entitled to payments
under the Plan or their addresses.

          10.3.2 Directions from or on behalf of the Administrator or its
designee shall be communicated to the Trustee or the Trustee's designee for
that purpose only in a manner and in accordance with procedures acceptable
to the Trustee. The Trustee's designee shall not, however, be empowered to
implement any such directions except in accordance with procedures
acceptable to the Trustee. The Trustee shall have no liability for
following any such directions or failing to act in the absence of any such
directions. The Trustee shall have no liability for the acts or omissions
of any person making or failing to make any direction under the Plan or the
provisions of this Article X nor any duty or obligation to review any such
direction, act or omission.

          10.3.3 If a dispute arises over the propriety of the Trustee
making any payment from the Trust Fund, the Trustee may withhold the
payment until the dispute has been resolved by a court of competent
jurisdiction or settled by the parties to the dispute. The Trustee may
consult legal counsel and shall be fully protected in acting upon the
advice of counsel.

     10.4 Investment of Assets

          10.4.1 Except as provided in Section 10.4.2, investments of the
Trust Fund shall be made in the following, but only if compatible with the
Sponsor's administrative and operational requirement and framework:

          (A)  shares of any regulated investment company managed in whole
               or in part by the Sponsor or any affiliate of the Sponsor;

          (B)  any property purchased through the Sponsor or any affiliate
               of the Sponsor, whether or not productive of income or
               consisting of wasting assets, including, without limitation
               by specification, governmental, corporate or personal
               obligations, trust and participation certificates,
               leaseholds, fee titles, mortgages and other interests in
               realty, preferred and common stocks, convertible stocks and
               securities, shares of regulated investment companies,
               certificates of deposit, put and call options and other
               option contracts of any type, foreign or domestic, whether
               or not traded on any exchange, futures contracts and options
               on futures contracts traded on or subject to the rules of an
               exchange which has been designated as a contract market by
               the Commodity Futures Trading Commission, an independent
               U.S. government agency, contracts relating to the lending of
               property, evidences of indebtedness or ownership in foreign
               corporations or other enterprises, or indebtedness of
               foreign governments, group trust participations, limited or
               general partnership interests, insurance contracts, annuity
               contracts, any other evidences of indebtedness or ownership
               including oil, mineral or gas properties, royalty interests
               or rights (including equipment pertaining thereto); and

          (C)  Qualifying Employer Securities or "qualifying employer real
               properties" (as that term is defined in ERISA Section 407(d)
               to the extent permitted in Section 10.4.3).

          10.4.2 (A) Up to 25% or with the written consent of the Sponsor
or its representative, an additional percentage of each Plan Year's
contributions may be invested in property as specified in Section 10.4.1(B)
acquired through a person other than the Sponsor or an affiliate of the
Sponsor.

          (B)  Except as permitted by Section 10.4.2 and except as may
               result from a Rollover Contribution or a trust to trust
               transfer, without the written consent of the Sponsor or its
               representative, property may not be acquired through a
               person other than the Sponsor or an affiliate of the Sponsor
               if following such acquisitions the value of the property so
               acquired would exceed 25% of the value of the Trust Fund.

          10.4.3 In its sole discretion, the Investment Committee, or
Trustee if there is no Investment Committee:

          (A)  may permit the investment of up to 10% of the Trust Fund in
               Qualifying Employer Securities or "qualifying employer real
               property" (as that term is defined in ERISA Section 407(d)),
               to the extent such investment is compatible with the
               Sponsor's administrative and operational requirements and
               framework; and

          (B)  may determine, subject to Section 10.4.2, that a percentage
               of assets in excess of 10% of the Trust Fund may be invested
               in Qualifying Employer Securities or "qualifying employer
               real property" by a profit-sharing plan.

          10.4.4 This Plan will be recognized as a Prototype Plan by the
Sponsor only by complying with the provisions of this Section 10.4.

     10.5 Investment Direction, Participant Directed Assets and Qualifying
Employer Investments

          10.5.1 The Trustee, or Investment Committee if appointed, shall
manage the investment of the Trust Fund except insofar as (a) an Investment
Manager has authority to manage Trust assets, or (b) Participant-Directed
Assets are permitted as specified in the Adoption Agreement. Except as
required by ERISA, if an Investment Committee is acting, the Trustee shall
invest the Trust Fund as directed by the Investment Committee, an
Investment Manager or a Participant or Beneficiary, as the case may be, and
the Trustee shall have no discretionary control over, nor any other
discretion regarding, the investment or reinvestment of any asset of the
Trust. Participant-Directed Assets shall be invested in accordance with the
direction of the Participant or, in the event of the Participant's death
before an Account is fully paid out, the Participant's Beneficiary with
respect to the assets involved; provided, however, that
Participant-Directed Assets may not be invested in "collectibles" (as
defined in Code Section 408(m)(2)). If there are Participant-Directed
Assets, the investment of these assets shall be made in accordance with
such rules and procedures established by the Administrator which must be
consistent with the rules and procedures of the Sponsor or its affiliate,
as the case may be.

          10.5.2 With respect to Participant-Directed Assets, neither the
Administrator, the Investment Committee nor the Trustee shall:

          (A)  make any investments or dispose of any investments without
               the direction of the Participant or Beneficiary for whom the
               Participant-Directed Assets are maintained, except as
               provided in Section 8.5 so as to pay fees or expenses of the
               Plan;

          (B)  be responsible for reviewing any investment direction with
               respect to Participant-Directed Assets or for making
               recommendations on acquiring, retaining or disposing of any
               assets or otherwise regarding any assets;

          (C)  have any duty to determine whether any investment is an
               authorized or proper one; or

          (D)  be liable for following any investment direction or for any
               losses, taxes or other consequences incurred as a
               consequence of investments selected by any Participant or
               Beneficiary or for holding assets uninvested until it
               receives proper instructions.

          10.5.3 If Participant-Directed Assets are permitted, a list of
the Participants and Beneficiaries and such information concerning them as
the Trustee may specify shall be provided by the Employer or the
Administrator to the Trustee and/or such person as are necessary for the
implementation of the directions in accordance with the procedure
acceptable to the Trustee.

          10.5.4 It is understood that the Trustee may, from time to time,
have on hand funds which are received as contributions or transfers to the
Trust Fund which are awaiting investment or funds from the sale of Trust
Fund assets which are awaiting reinvestment. Absent receipt by the Trustee
of a direction from the proper person for the investment or reinvestment of
such funds or otherwise prior to the application of funds in implementation
of such a direction, the Trustee shall cause such funds to be invested in
shares of such money market fund or other short term investment vehicle as
the Trustee, or Investment Committee if appointed, may specify for this
purpose from time to time. Any such investment fund may be sponsored,
managed or distributed by the Sponsor or an affiliate of the Sponsor.

          10.5.5 Directions for the investment or reinvestment of Trust
assets of a type referred to in Section 10.4 from the Investment Committee,
an Investment Manager or a Participant or Beneficiary, as the case may be,
shall, in a manner and in accordance with procedures acceptable to the
Trustee, be communicated to and implemented by, as the case may be, the
Trustee, the Trustee's designee or, with the Trustee's consent and if an
Investment Committee is operating, a broker/dealer designated for the
purpose by the Investment Commitee. Communication of any such direction to
such a designee or broker/dealer shall conclusively be deemed an
authorization to the designee or broker/dealer to implement the direction
even though coming from a person other than the Trustee. The Trustee shall
have no liability for its or any other person's following such directions
or failing to act in the absence of any such directions. The Trustee shall
have no liability for the acts or omissions of any person directing the
investment or reinvestment of Trust Fund assets or making or failing to
make any direction referred to in Section 10.5.6.

          10.5.6 The voting and other rights in securities or other assets
held in the Trust shall be exercised by the Trustee provided, however, that
if an Investment Committee is appointed, the Trustee shall act as directed
by such person who at the time has the right to direct the investment or
reinvestment of the security or other asset involved.

          10.5.7 With respect to any Qualifying Employer Securities
allocated to an Account, each Participant shall be entitled to direct the
Trustee in writing as to the manner in which Qualifying Employer Securities
are to be voted.

          10.5.8 With respect to any Qualifying Employer Securities
allocated to an Account each Participant shall be entitled to direct the
Trustee in writing as to the manner in which to respond to a tender or
exchange offer or other decisions with respect to the Qualifying Employer
Securities. The Administrator shall utilize its best efforts to timely
distribute or cause to be distributed to each Participant such information
received from the Trustee as will be distributed to shareholders of the
Employer in connection with any such tender or exchange offer or other
similar matter or any vote referred to in Section 10.5.7

          10.5.9 If an Investment Committee is appointed, notwithstanding
any provision hereof to the contrary, in the event the person with the
right to direct a voting or other decision with respect to any security,
Qualifying Employer Securities, or other asset held in the Trust does not
communicate any decision on the matter to the Trustee or the Trustee's
designee by the time prescribed by the Trustee or the Trustee's designee
for that purpose or if the Trustee notifies the Investment Committee, if
applicable, either that it does not have precise information as to the
securities, Qualifying Employer Securities, or other assets involved
allocated on the applicable record date to the accounts of all Participants
and Beneficiaries or that time constraints make it unlikely that
Participant, Beneficiary or Investment Manager direction, as the case may
be, can be received on a timely basis, the decision shall be the
responsibility of the Investment Committee and shall be communicated to the
Trustee on a timely basis. In the event an Investment Committee with any
right under the Plan to direct a voting or other decision with respect to
any security, Qualifying Employer Securities, or other asset held in the
Trust, does not communicate any decision on the matter to the Trustee or
the Trustee's designee by the time prescribed by the Trustee for that
purpose, the Trustee may, at the cost of the Employer, retain an Investment
Manager with full discretion to make the decision. Except as required by
ERISA, the Trustee shall (a) follow all directions above referred to in
this Section and (b) shall have no duty to exercise voting or other rights
relating to any such security, Qualifying Employer Security or other asset.

          10.5.10 The Administrator shall establish, or cause to be
established, a procedure acceptable to the Trustee for the timely
dissemination to each person entitled to direct the Trustee or its designee
as to a voting or other decision called for thereby or referred to therein
of all proxy and other materials bearing on the decision.

          10.5.11 Any person authorized to direct the investment of Trust
assets may, if the Trustee and the Investment Committee, if applicable, so
permit direct the Trustee to invest such assets in a common or collective
trust fund maintained by the Trustee for the investment of assets of
qualified trusts under section 401(a) of the Code, individual retirement
accounts under section 408(a) of the Code and plans or governmental units
described in section 818(a)(6) of the Code. The documents governing any
such common or collective trust fund maintained by the Trustee, and in
which Trust assets have been invested, are hereby incorporated into this
Article X by reference.

     10.6 Valuation of Accounts

          10.6.1 A Participant's Accounts shall be valued at fair market
value on each Valuation Date. Subject to Section 10.6.2(A), as of each
Valuation Date, the earnings and losses and expenses of the Trust Fund
shall be allocated to each Participant Account in the ratio that such
Account Balance in that category of Accounts bears to all Account Balances
in that category. With respect to Participant-Directed Assets, the earnings
and losses and expenses (including transactional expenses pursuant to
Section 8.5.2) of such Participant-Directed Assets shall be allocated to
the Account of the Participant or Beneficiary having authority to direct
the investment of the assets in his or her Account.

          10.6.2 The Valuation Date with respect to any distributions
(including, without limitation, loan distributions and purchase of
annuities) from any Account upon the occurrence of a Benefit Commencement
Date or otherwise, shall be:

          (A)  with respect to Participant-Directed Asset the date as of
               which the Account distribution is made; and

          (B)  with respect to other assets, the Valuation Date immediately
               preceding the Benefit Commencement Date, if applicable, or
               immediately preceding the proposed date of any other
               distribution from an Account.

With respect to any contribution allocable to an Account which has not been
made as of a Valuation Date determined pursuant to this Section 10.6.2, the
principal amount of such contribution distributable because of the
occurrence of a Benefit Commencement Date shall be distributed as soon as
practicable after the date paid to the Trust Fund.

          10.6.3 The assets of the Trust shall be valued at fair market
value as determined by the Trustee based upon such sources of information
as it may deem reliable, including, but not limited to, stock market
quotations, statistical evaluation services, newspapers of general
circulation, financial publications, advice from investment counselors or
brokerage firms, or any combination of sources. The reasonable costs
incurred in establishing values of the Trust Fund shall be a charge against
the Trust Fund, unless paid by the Employer.

When the Trustee is unable to arrive at a value based upon information from
independent sources, it may rely upon information from the Employer,
Administrator, Investment Committee, appraisers or other sources, and shall
not incur any liability for inaccurate valuation based in good faith upon
such information.

     10.7 Insurance Contracts

The Trustee, if an Investment Committee is not appointed, Investment
Committee, or Participant or Beneficiary with respect to
Participant-Directed Assets, may appoint one or more, insurance companies
to hold assets of the Plan, and may direct, subject to Section 7.3, the
purchase of insurance contracts or policies from one or more insurance
companies with assets of the Plan. Neither the Investment Committee,
Trustee nor the Administrator shall be liable for the validity of any such
contract or policy, the failure of any insurance company to make any
payments or for any act or omission of an insurance company with respect to
any duties delegated to any insurance company.

     10.8 The Investment Manager

          10.8.1 The Trustee, if an Investment Committee is not appointed,
Investment Committee, or the Participant or Beneficiary with respect to
Participant-Directed Assets, may, by an instrument in writing, appoint one
or more Investment Managers, who may be an affiliate of the Merrill Lynch
Trust Company, to direct the Trustee in the investment of all or a
specified portion of the assets of the Trust in property specified in
Section 10.4. Any such Investment Manager shall be directed by the Trustee,
if an Investment Committee is not appointed, Investment Committee,
Participant or Beneficiary, as the case may be, to act in accordance with
the procedures referred to in Section 10.5.5. If appointed, the Investment
Committee shall notify the Trustee in writing before the effectiveness of
the appointment or removal of any Investment Manager. If there is more than
one Investment Manager whose appointment is effective under the Plan at any
one time, the Trustee shall, upon written instructions from the Investment
Committee, Participant or Beneficiary, establish separate funds for control
by each such Investment Manager. The funds shall consist of those Trust
Fund assets designated by the Investment Committee, Participant or
Beneficiary.

          10.8.2 Each person appointed as an Investment Manager shall be:

          (A)  an investment adviser registered under the Investment
               Advisers Act of 1940,

          (B)  a bank as defined in that Act, or

          (C)  an insurance company qualified to manage, acquire or dispose
               of any asset of the Plan under the laws of more than one
               state.

          10.8.3 Each Investment Manager shall acknowledge in writing that
it is a "fiduciary" (as defined in ERISA Section 3(21)) with respect to the
Plan. The Trustee, or the Investment Committee if appointed, shall enter
into an agreement with each Investment Manager specifying the duties and
compensation of such Investment Manager and the other terms and conditions
under which such Investment Manager shall be retained. Neither the Trustee
nor the Investment Committee, if appointed, shall be liable for any act or
omission of any Investment Manager and shall not be liable for following
the advice of any Investment Manager with respect to any duties delegated
to any Investment Manager.

          10.8.4 The Trustee, or Investment Committee if appointed, or the
participant or Beneficiary, if applicable with respect to
Participant-Directed Assets, shall have the power to determine the amount
of Trust Fund assets to be invested pursuant to the direction of a
designated Investment Manager and to set investment objectives and
guidelines for the Investment Manager.

          10.8.5 Second Trust Fund. The Employer may appoint a second
trustee under the Plan with respect to assets which the Employer desires to
contribute or have transferred to the Trust Fund, but which the other
Trustee does not choose to accept; provided, however, that if a Merrill
Lynch Trust Company is a Trustee, its consent (which consent may be
evidenced by its acceptance of its appointment as Trustee) shall be
required. In the event and upon the effectiveness of the acceptance of the
second Trustee's appointment, the Employer shall be deemed to have created
two trust funds under the Plan, each with its own Trustee, each governed
separately by this Article X. Each Trustee under such an arrangement shall,
however, discharge its duties and responsibilities solely with respect to
those assets of the Trust delivered into its possession and except pursuant
to ERISA, shall have no duties, responsibilities or obligations with
respect to property of the other Trust nor any liability for the acts or
omissions of the other Trustee. As a condition to its consent to the
appointment of a second trustee, the Merrill Lynch Trust Company shall
assure that recordkeeping, distribution and reporting procedures are
established on a coordinated basis between it and the second trustee as
considered necessary or appropriate with respect to the Trusts.

     10.9 Powers of Trustee

          10.9.1 At the direction of the person authorized to direct such
action as referred to in Section 10.5.1, but limited to those assets or
categories of assets acceptable to the Trustee as referred to in Section
10.4, or at its own discretion if no such person is so authorized, the
Trustee, or the Trustee's designee or a broker/dealer as referred to in
Section 10.5.5, is authorized and empowered:

          (A)  To invest and reinvest the Trust Fund, together with the
               income therefrom, in assets specified in Section 10.4;

          (B)  To deposit or invest all or any part of the assets of the
               Trust in savings accounts or certificates of deposit or
               other deposits in a bank or savings and loan association or
               other depository institution, including the Trustee or any
               of its affiliates, provided with respect to such deposits
               with the Trustee or an affiliate the deposits bear a
               reasonable interest rate;

          (C)  To hold, manage, improve, repair and control all property,
               real or personal, forming part of the Trust Fund; to sell,
               convey, transfer, exchange, partition, lease for any term,
               even extending beyond the duration of this Trust, and
               otherwise dispose of the same from time to time;

          (D)  To have, respecting securities, all the rights, powers and
               privileges of an owner, including the power to give proxies,
               pay assessments and other sums deemed by the Trustee
               necessary for the protection of the Trust Fund; to vote any
               corporate stock either in person or by proxy, with or
               without power of substitution, for any purpose; to
               participate in voting trusts, pooling agreements,
               foreclosures, reorganizations, consolidations, mergers and
               liquidations, and in connection therewith to deposit
               securities with or transfer title to any protective or other
               committee; to exercise or sell stock subscriptions or
               conversion rights; and, regardless of any limitation
               elsewhere in this instrument relative to investments by the
               Trustee, to accept and retain as an investment any
               securities or other property received through the exercise
               of any of the foregoing powers;

          (E)  Subject to Section 10.5.4 hereof, to hold in cash, without
               liability for interest, such portion of the Trust Fund which
               it is directed to so hold pending investments or payment of
               expenses, or the distribution of benefits;

          (F)  To take such actions as may be necessary or desirable to
               protect the Trust from loss due to the default on mortgages
               held in the Trust including the appointment of agents or
               trustees in such other jurisdictions as may seem desirable,
               to transfer property to such agents or trustees, to grant to
               such agents such powers as are necessary or desirable to
               protect the Trust Fund, to direct such agent or trustee, or
               to delegate such power to direct, and to remove such agent
               or trustee;

          (G)  To settle, compromise or abandon all claims and demands in
               favor of or against the Trust Fund;

          (H)  To invest in any common or collective trust fund of the type
               referred to in Section 10.5.8 hereof maintained by the
               Trustee;

          (I)  To exercise all of the further rights, powers, options and
               privileges granted, provided for or vested in trustees
               generally under the laws of the State of New Jersey, so that
               the powers conferred upon the Trustee herein shall not be in
               limitation of any authority conferred by law, but shall be
               in addition thereto;

          (J)  To borrow money from any source and to execute promissory
               notes, mortgages or other obligations and to pledge or
               mortgage any trust assets as security, subject to applicable
               requirements of the Code and ERISA; and

          (K)  To maintain accounts at, execute transactions through, and
               lend on an adequately secured basis stocks, bonds or other
               securities to, any brokerage or other firm, including any
               firm which is an affiliate of the Trustee.

          10.9.2 To the extent necessary or which it deems appropriate to
implement its powers under Section 10.9.1 or otherwise to fulfill any of
its duties and responsibilities as trustee of the Trust Fund, the Trustee
shall have the following additional powers and authority:

          (A)  to register securities, or any other property, in its name
               or in the name of any nominee, including the name of any
               affiliate or the nominee name designated by any affiliate,
               with or without indication of the capacity in which property
               shall be held, or to hold securities in bearer form and to
               deposit any securities or other property in a depository or
               clearing corporation;

          (B)  to designate and engage the services of, and to delegate
               powers and responsibilities to, such agents,
               representatives, advisers, counsel and accountants as the
               Trustee considers necessary or appropriate, any of whom may
               be an affiliate of the Trustee or a person who renders
               services to such an affiliate, and, as a part of its
               expenses under this Trust Agreement, to pay their reasonable
               expenses and compensation;

          (C)  to make, execute and deliver, as Trustee, any and all deeds,
               leases, mortgages conveyances, waivers, releases or other
               instruments in writing necessary or appropriate for the
               accomplishment of any of the powers listed in this Trust
               Agreement; and

          (D)  generally to do all other acts which the Trustee deems
               necessary or appropriate for the protection of the Trust
               Fund.

          10.9.3 The Trustee shall have no duties or responsibilities other
than those specified in the Plan.

     10.10 Accounting and Records

          10.10.1 The Trustee shall maintain or cause to be maintained
accurate records and accounts of all Trust transactions and assets. The
records and accounts shall be available at reasonable times during normal
business hours for inspection or audit by the Administrator, Investment
Committee, if appointed, or any person designated for the purpose by either
of them.

          10.10.2 Within 90 days following the close of each fiscal year of
the Plan or the effective date of the removal or resignation of the
Trustee, the Trustee shall file with the Administrator a written accounting
setting forth all transactions since the end of the period covered by the
last previous accounting. The accounting shall include a listing of the
assets of the Trust showing the value of such assets at the close of the
period covered by the accounting. On direction of the Administrator, and if
previously agreed to by the Trustee, the Trustee shall submit to the
Administrator interim valuations, reports or other information pertaining
to the Trust.

The Administrator may approve the accounting by written approval delivered
to the Trustee or by failure to deliver written objections to the Trustee
within 60 days after receipt of the accounting. Any such approval shall be
binding on the Employer, the Administrator, the Investment Committee and,
to the extent permitted by ERISA, all other persons.

     10.11 Judicial Settlement of Accounts

The Trustee can apply to a court of competent jurisdiction at any time for
judicial settlement of any matter involving the Plan including judicial
settlement of the Group Trustee's account. If it does so, the Trustee must
give the Administrator the opportunity to participate in the court
proceedings, but the Trustee can also involve other persons. Any expenses
the Trustee incurs in legal proceedings involving the Plan, including
attorney's fees, are chargeable to the Trust Fund as an administrative
expense. Any judgment or decree which may be entered in such a proceeding,
shall, subject to the provision of ERISA, be conclusive upon all persons
having or claiming to have any interest in the Trust Fund or under any
Plan.

     10.12 Resignation and Removal of Trustee

          10.12.1 The Trustee may resign at any time upon at least 30 days'
written notice to the Employer.

          10.12.2 The Employer may remove the Trustee upon at least 30
days' written notice to the Trustee.

          10.12.3 Upon resignation or removal of the Trustee, the Employer
shall appoint a successor trustee. Upon failure of the Employer to appoint,
or the failure of the effectiveness of the appointment by the Employer of,
a successor trustee by the effective date of the resignation or removal,
the Trustee may apply to any court of competent jurisdiction for the
appointment of a successor.

Promptly after receipt by the Trustee of notice of the effectiveness of the
appointment of the successor trustee: (a) the Trustee shall deliver to the
successor trustee such records as may be reasonably requested to enable the
successor trustee to properly administer the Trust Fund and all property of
the Trust after deducting therefrom such amounts as the Trustee deems
necessary to provide for expenses, taxes, compensation or other amounts due
to or by the Trustee not paid by the Employer prior to the delivery; and
(b) except if the second Trustee is removed or resigns, the Plan will no
longer be considered a prototype plan

          10.12.4 Upon resignation or removal of the Trustee, the Trustee
shall have the right to a settlement of its account, which settlement shall
be made, at the Trustee's option, either by an agreement of settlement
between the Trustee and the Employer or by a judicial settlement in an
action instituted by the Trustee. The Employer shall bear the cost of any
such judicial settlement, including reasonable attorneys fees.

          10.12.5 The Trustee shall not be obligated to transfer Trust
assets until the Trustee is provided assurance by the Employer satisfactory
to the Trustee that all fees and expenses reasonably anticipated will be
paid.

          10.12.6 Upon settlement of the account and transfer of the Trust
Fund to the successor trustee, all rights and privileges under the Trust
Agreement shall vest in the successor trustee and all responsibility and
liability of the Trustee with respect to the Trust and assets thereof
shall, except as otherwise required by ERISA, terminate subject only to the
requirement that the Trustee execute all necessary documents to transfer
the Trust assets to the successor trustee.

     10.13 Group Trust

          10.13.1 If elected by the Employer in the Adoption Agreement, the
Trustee shall be the Trustee for this Plan and for each other qualified
plan specified in the Adoption Agreement; provided, however, that such
other qualified plan is in effect pursuant to an Adoption Agreement under
this Prototype Plan. Any reference to Trustee and to the Trust Fund in this
Plan shall mean the Trustee as the trustee of a Group Trust consisting of
the assets of each such plan. The Plan and each other qualified plan
specified in the Adoption Agreement shall be deemed to join in and adopt
the Trust as the trust for each such plan. By executing the Adoption
Agreement, the Trustee accepts designation as Trustee of this Group Trust.

          10.13.2 The Trustee shall establish and maintain such accounting
records for each of the Plans as shall be necessary to reflect the interest
in the Group Trust applicable at any time or from time to time to each
Plan. No part of the corpus or income of the Group Trust allocable to an
individual Plan may be used for or diverted to any purposes other than for
the exclusive benefit of Participants and their Beneficiaries entitled to
benefits under that Plan. The allocable interest of a Plan in the Group
Trust may not be assigned.

                                ARTICLE XI
                       PLAN AMENDMENT OR TERMINATION

     11.1 Prototype Plan Amendment

          11.1.1 The mass submitter, Merrill Lynch, Pierce, Fenner & Smith
Incorporated and any successor thereto, may amend any part of the Prototype
Plan. For purposes of sponsoring organization amendments, the mass
submitter shall be recognized as the agent of the sponsoring organization.
If the sponsoring organization does not adopt the amendments made by the
mass submitter, it will no longer be identical to or a minor modifier of
the mass submitter plan.

          11.1.2 An Employer shall have the right at any time, by an
instrument in writing, effective retroactively or otherwise, to (A) change
the choice of options in the Adoption Agreement, in whole or in part; (B)
add overriding language in the Adoption Agreement when such language is
needed to satisfy Code Section 415 or Code Section 416 because of the
required aggregation of multiple plans; and (C) add certain model
amendments published by the Internal Revenue Service which specifically
provide that their adoption will not cause the Plan to be treated as
individually designed. No such amendment, however, shall have any of the
effects specified in Section 11.2.1. If the adopting Employer amends the
Plan or nonelective portions of the Adoption Agreement except as previously
provided, it will no longer participate in the Prototype Plan, but will be
considered to have an individually designed plan for purposes of
qualification under Code Section 401(a). In the event the Employer is
switching from an individually designed plan or from one prototype plan to
another, a list of the Section "411(d)(6) protected benefits" that must be
preserved may be attached and such a list would not be considered an
amendment to the plan.

          11.1.3 This Plan will be recognized as a Prototype Plan by the
Sponsor only by complying with the registration requirements as specified
in the Adoption Agreement.

     11.2 Plan Amendment

          11.2.1 Except as provided in Section 11.2.2, no amendment
pursuant to Section 11.1 shall:

          (A)  authorize any part of the Trust Fund to be used for, or
               diverted to, purposes other than for the exclusive benefit
               of Participants or their Beneficiaries;

          (B)  decrease the accrued benefits of any Participant or his or
               her Beneficiary under the Plan; An amendment which has the
               effect of (1) eliminating or reducing an Early Retirement
               benefit or a retirement-type subsidy, or (2) eliminating an
               optional form of benefit payment, with respect to benefits
               attributable to service before the amendment shall be
               treated as reducing accrued benefits. In the case of a
               retirement-type subsidy, the preceding sentence shall apply
               only with respect to a Participant who satisfies (either
               before or after the amendment) the preamendment conditions
               for the subsidy. In general, a retirement-type subsidy is a
               subsidy that continues after retirement but does not include
               a qualified disability benefit a medical benefit, a social
               security supplement, a death benefit (including life
               insurance), or a plant shutdown benefit (that does not
               continue after retirement age).

          (C)  reduce the vested percentage of any Participant determined
               without regard to such amendment as of the later of the date
               such amendment is adopted or the date it becomes effective;

          (D)  eliminate an optional form of benefit distribution with
               respect to benefits attributable to service before the
               amendment; or

          (E)  change the vesting schedule, or in any way amend the Plan to
               either directly or indirectly affect the computation of a
               Participant's vested percentage, unless each Participant
               having not less than 3 years of Vesting Service is permitted
               to elect, within a reasonable period specified by the
               Administrator after the adoption of such amendment, to have
               his or her vested percentage computed without regard to such
               amendment.

For Participants who do not have at least one Hour of Service in any Plan
Year beginning after December 31, 1988, the preceding sentence shall be
applied by substituting "5 Years of Vesting Service" for "3 Years of
Vesting Service" where such language appears. The period during which the
election may be made shall commence with the date the amendment is adopted
and shall end on the later of:

               (i)  60 days after the amendment is adopted;

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

               (iii) 60 days after the Participant is issued written notice
                    by the Administrator.

          11.2.2 Anything contained in this Section 11.2 to the contrary
notwithstanding, a Participant's benefit may be reduced to the extent
permitted under Code Section 412(c)(8).

     11.3 Right of the Employer to Terminate Plan

          11.3.1 The Employer intends and expects that from year to year it
will be able to and will deem it advisable to continue this Plan in effect
and to make contributions as herein provided. The Employer reserves the
right, however, to terminate the Plan with respect to its Employees at any
time by an instrument in writing delivered to the Administrator and the
Trustee, or to completely discontinue its contributions thereto at any
time.

          11.3.2 The Plan will also terminate: (A) if the Employer is a
sole proprietorship, upon the death of the sole proprietor; (B) if the
Employer is a partnership, upon termination of the partnership; (C) if the
Employer is judicially declared bankrupt or insolvent; (D) upon the sale or
other disposition of all or substantially all of the assets of the
business; or (E) upon any other termination of the business. Any successor
to or purchaser of the Employer's trade or business, after any event
specified in the prior sentence, may continue the Plan, in which case the
successor or purchaser will thereafter be considered the Employer for
purposes of the Plan. Such a successor or purchaser shall execute an
appropriate Adoption Agreement if and when requested by the Administrator.

          11.3.3 Anything contained herein to the contrary notwithstanding,
if the Employer fails to attain or retain qualification of the Plan under
Code Section 401(a) the Plan will not participate in this Prototype Plan
and will, instead, be considered an individually designed plan for purposes
of such qualification.

     11.4 Effect of Partial or Complete Termination or Complete
Discontinuance of Contributions

          11.4.1 Determination of Date of Complete or Partial Termination.
The date of complete or partial termination shall be established by the
Administrator in accordance with the directions of the Employer (if then in
existence) in accordance with applicable law.

          11.4.2 Effects of Termination

          (A)  As of the date of a partial termination of the Plan:

               (i)  the accrued benefit of each affected Participant, to
                    the extent funded, shall become nonforfeitable;

               (ii) no affected Participant shall be granted credit based
                    on Hours of Service after such date;

               (iii) Compensation paid to affected Participants after such
                    date shall not be taken into account; and

               (iv) no contributions by affected Participants shall be
                    required or permitted.

          (B)  As of the date of the complete termination of the Plan or of
               a complete discontinuance of contributions:

               (i)  the accrued benefit of each affected Participant to the
                    extent funded, shall become nonforfeitable;

               (ii) no affected Participant shall be granted credit based
                    on Hours of Service after such date;

               (iii) Compensation paid after such date shall not be taken
                    into account;

               (iv) no contributions by affected Participants shall be
                    required or permitted;

               (v)  no Eligible Employee shall become a Participant after
                    such date; and

               (vi) except as may otherwise be required by applicable law,
                    all obligations of the Employer and Participating
                    Affiliates to fund the Plan shall terminate.

          (C)  All other provisions of the Plan shall remain in effect
               unless otherwise amended.

          11.4.3 Upon the complete discontinuance of profit-sharing
contributions under the Plan, at the Employer's election, either the Trust
Fund shall continue to be held and distributed as if the Plan had not been
terminated (in which case such Plan shall continue to be subject to all
requirements under Title I of ERISA, and qualification requirements under
the Code) or any and all assets remaining in the Trust Fund as of the date
of such termination or discontinuance, together with any earnings
subsequently accruing thereon, shall be distributed by the Trustee to the
Participants at the Administrator's direction. Upon the complete
termination of the Plan, the Trust Fund shall be distributed to
Participants within one year after the date of termination. If the Plan
does not offer an annuity option (purchased from a commercial provider) and
if the Employer or any Affiliate does not maintain another Defined
Contribution Plan (other than an employee stock ownership plan as defined
in Code Section 4975(e)(7)), the Participant's benefit may, without the
Participant's consent, be distributed to the Participant. However, if any
Affiliate maintains another Defined Contribution Plan (other than an
employee stock ownership plan as defined in Code Section 4975(e)(7)), then
the Participant's Account(s) will be transferred, without the Participant's
consent, to the other plan if the Participant does not consent to an
immediate distribution. Distributions shall be made in compliance with the
applicable provisions, including restrictions, of Articles VI and VII. The
Trust Fund shall continue in effect until all distributions therefrom are
complete. Upon the completion of such distributions, the Trustee shall be
relieved from all further liability with respect to all amounts so paid or
distributed.

     11.5 Bankruptcy

In the event that the Employer shall at any time be judicially declared
bankrupt or insolvent without any provisions being made for the
continuation of this Plan, the Plan shall be completely terminated in
accordance with this Article XI.

                                ARTICLE XII
                          MISCELLANEOUS PROVISIONS

     12.1 Exclusive Benefit of Participants

Notwithstanding anything in the Plan to the contrary, the Trust Fund shall
be held for the benefit of all persons who shall be entitled to receive
payments under the Plan. Subject to Section 3.10, it shall be prohibited at
any time for any part of the Trust Fund (other than such part as is
required to pay expenses) to be used for, or diverted to, purposes other
than for the exclusive benefit of Participants or their Beneficiaries.

     12.2 Plan Not a Contract of Employment

The Plan is not a contract of Employment, and the terms of Employment of
any Employee shall not be affected in any way by the Plan or related
instruments except as specifically provided therein.

     12.3 Action by Employer

Any action by an Employer which is a corporation shall be taken by the
board of directors of the corporation or any person or persons duly
empowered to exercise the powers of the corporation with respect to the
Plan. In the case of an Employer which is a partnership, action shall be
taken by any general partner of the partnership, and in the case of an
Employer, which is a sole proprietorship, action shall be taken by the sole
proprietor.

     12.4 Source of Benefits

Benefits under the Plan shall be paid or provided for solely from the Trust
Fund, and neither the Employer, any Participating Affiliate, the Trustee,
the Administrator, nor any Investment Manager or insurance company shall
assume any liability under the Plan therefor.

     12.5 Benefits Not Assignable

Benefits provided under the Plan may not be assigned or alienated, either
voluntarily or involuntarily. In the event that a Participant or
Beneficiary becomes individually liable with respect to any expenses listed
in Section 8.5, the provision of Section 401(a)(13) of the Code shall be
applicable with respect to any claim the Plan may have against the
Participant or Beneficiary individually with respect to such expenses. The
preceding sentence shall also apply to the creation, assignment or
recognition of a right to any benefit payable with respect to a Participant
pursuant to a "domestic relations order" (as defined in Code Section
414(p)) unless such order is determined by the Administrator to be a
"qualified domestic relations order" (as defined in Code Section 414(p))
or, in the case of a "domestic relations order" entered before January 1,
1985, if either payment of benefits pursuant to the order has commenced as
of that date or the Administrator decides to treat such order as a
"qualified domestic relations order" within the meaning of Code Section
414(p) even if it does not otherwise qualify as such.

     12.6 Domestic Relations Orders

Any other provision of the Plan to the contrary notwithstanding, the
Administrator shall have all powers necessary with respect to the Plan for
the proper operation of Code Section 414(p) with respect to "qualified
domestic relations orders" (or "domestic relations orders" treated as such)
referred to in Section 12.5, including, but not limited to, the power to
establish all necessary or appropriate procedures, to authorize the
establishment of new accounts with such assets and subject to such
investment control by the Administrator as the Administrator may deem
appropriate, and the Administrator may decide upon and direct appropriate
distributions therefrom.

     12.7 Claims Procedure

In the event that a claim by a Participant, Beneficiary, or other person
for benefits under the plan is denied, the Administrator will so notify the
claimant giving the reasons for the denial. This notice will also refer to
the specific provisions of the Plan on which the denial was based, will
specify whether any additional information is needed from the Participant
or Beneficiary and will explain the review procedure.

Within 60 days after receiving the denial, the claimant may submit directly
or through a duly authorized representative, a written request for
reconsideration of the application to the Administrator. Documents or
records relied on by the claimant should be filed with the request. The
person making the request may review relevant documents and submit issues
and additional comments in writing.

The Administrator will review the claim within 60 days (or 120 days if a
hearing is held because special circumstances exist) and provide a written
response to the appeal. The response will explain the reasons for the
decision and will refer to the Plan provisions on which the decision is
based. The decision of the Administrator is the final one under this claims
procedure.

     12.8 Records and Documents; Errors

Participants and Beneficiaries must supply the Administrator with such
personal history data as may be required by the Administrator in the
operation of the Plan. Proof of age, when required, must be established by
evidence satisfactory to the Administrator, and the records of the Employer
and Participating Affiliates concerning length of service and compensation
may be accepted by the Administrator as conclusive for the purposes of the
Plan. Should any error in the records maintained under the Plan result in
any Participant or Beneficiary receiving from the Plan more or less than he
or she would have been entitled to receive had the records been correct,
the Administrator, in its discretion, may correct such error and, as far as
practicable, may adjust benefits in such manner that the aggregate value of
the benefit under the Plan shall be the amount to which such Participant or
Beneficiary was properly entitled.

     12.9 Benefits Payable to Minors, Incompetents and Others

In the event any benefit is payable to a minor or to a Participant or
Beneficiary declared incompetent by a court having jurisdiction over such
matters and a guardian, committee, conservator or other legal
representative of the estate of such a person is appointed, benefits to
which he or she is entitled shall be paid to the legally appointed person.
The receipt by any such person to whom any such payment on behalf of any
Participant or Beneficiary is made shall be a sufficient discharge
therefor.

     12.10 Plan Merger or Transfer of Assets

          12.10.1 The merger or consolidation of the Employer with any
other person, or the transfer of the assets of the Employer to any other
person, or the merger of the Plan with any other plan shall not constitute
a termination of the Plan if provision is made for the continuation of the
Plan.

          12.10.2 The Plan may not merge or consolidate with, or transfer
any assets or liabilities to, any other plan, unless each Participant would
(if the Plan had then terminated) receive a benefit immediately after the
merger, consolidation or transfer which is equal to or greater than the
benefit he or she would have been entitled to receive immediately before
the merger, consolidation or transfer (if the Plan had then terminated).
Any merger or consolidation shall not constitute a termination of a Plan or
require the acceleration of vesting of Participants' Account Balances.

     12.11 Participating Affiliates

          12.11.1 With the consent of the Employer and by duly authorized
action, any Affiliate may adopt the Plan. Such Affiliate shall determine
the classes of its Employees who shall be Eligible Employees and the amount
of its contribution to the Plan on behalf of such Employees.

          12.11.2 With the consent of the Employer and by duly authorized
action, a Participating Affiliate may terminate its participation in the
Plan or withdraw from the Plan. Any such withdrawal shall be deemed an
adoption by such Participating Affiliate of a plan and trust identical to
the Plan and the Trust, except that all references to the Employer shall be
deemed to refer to such Participating Affiliate. At such time and in such
manner as the Employer directs, the assets of the Trust allocable to
Employees of such Participating Affiliate shall be transferred to the trust
deemed adopted by such Participating Affiliate.

          12.11.4 A Participating Affiliate shall have no power with
respect to the Plan except as specifically provided herein.

     12.12 Controlling Law

The Plan is intended to qualify under Code Section 401(a) and to comply
with ERISA, and its terms shall be interpreted accordingly. Otherwise, to
the extent not preempted by ERISA, the laws of the State of New York shall
control the interpretation and performance of the terms of the Plan.

     12.13 Singular and Plural and Article and Section References

As used in the Plan, the singular includes the plural, and the plural
includes the singular, unless qualified by the context. Titles of Articles
and Sections of the Plan are for convenience of reference only and are to
be disregarded in applying the provisions of the Plan. Any reference in
this Prototype Plan to an Article or Section is to the Article or Section
so specified of the Prototype Plan, unless otherwise indicated.

<PAGE>

                                                           ML Number: 201438







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


                               MERRILL LYNCH


                             ------------------
                              SPECIAL/FLEXIBLE
                             -----------------


                              NON STANDARDIZED


                             PROTOTYPE DEFINED

                             CONTRIBUTION PLAN

                             ADOPTION AGREEMENT


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



                            PROFIT SHARING PLAN

                       PROFIT SHARING PLAN WITH CODA



                       LETTER SERIAL NUMBER: K373962A
                   NATIONAL OFFICE LETTER DATE: 6/4/2002


THIS PROTOTYPE PLAN AND ADOPTION AGREEMENT ARE IMPORTANT LEGAL INSTRUMENTS
WITH LEGAL AND TAX IMPLICATIONS. MERRILL LYNCH, PIERCE FENNER & Smith
INCORPORATED DOES NOT PROVIDE LEGAL AND TAX ADVICE TO THE EMPLOYER. THE
EMPLOYER IS URGED TO CONSULT WITH ITS OWN ATTORNEY WITH REGARD TO THE
ADOPTION OF THIS PLAN AND ITS SUITABILITY TO ITS CIRCUMSTANCES.


NOTE: IN ORDER TO BE RECOGNIZED AS A PROTOTYPE PLAN MAINTAINED BY THE
SPONSOR, MERRILL LYNCH, PIERCE FENNER & SMITH INCORPORATED, THE EMPLOYER
MUST CONTRIBUTE AND MAINTAIN AT LEAST 75% OF PLAN YEAR CONTRIBUTIONS AND
TRUST FUND VALUE WITH THE SPONSOR.



<PAGE>


ADOPTION OF PLAN
----------------

The Employer named below hereby establishes or restates a Profit Sharing
plan that includes a [X] Pre-Tax, [X] Profit Sharing, and/or [X] Employee
After-Tax plan feature (the "Plan") by adopting the Merrill Lynch
Special/Flexible Prototype Defined Contribution Plan and Trust as modified
by the terms and provisions of this Adoption Agreement.

EMPLOYER AND PLAN INFORMATION
-----------------------------

Primary Employer Name:  CITADEL BROADCASTING COMPANY

The Employer is (i) [_] a member of a Code Section 414(b) controlled group;
(ii) [_] a member of a Code Section 414(c) group of trades or businesses under
common control; and/or (iii) [_] a member of a Code Section 414(m) affiliated
service group, or (iv) [X] none of the above.(i)

 Business Address: 7201 W. LAKE MEAD BLVD. - SUITE 400
                   LAS VEGAS, NV  89128


Telephone Number: (702) 804-5200

Employer Taxpayer ID Number: 86-0703641

Employer Taxable Year ends on: DECEMBER 31ST

Plan Name:  CITADEL BROADCASTING COMPANY 401(K) RETIREMENT SAVINGS PLAN

Plan Number:  002

Restatement Effective Date (if applicable):  JANUARY 1, 2003

<TABLE>
<S>                                  <C>                 <C>                   <C>
                                                                                   Employee
                                         Pre-Tax          Profit Sharing          After-Tax
Effective Date of Plan Feature:(ii)  JANUARY 1, 1993     JANUARY 1, 1993       JANUARY 1, 1993

<FN>
________________

(i) ONLY ENTITIES TREATED AS A SINGLE EMPLOYER UNDER SECTION 414 OF THE
INTERNAL REVENUE CODE MAY ADOPT THIS PLAN. GENERALLY, ENTITIES ARE TREATED
AS A SINGLE EMPLOYER UNDER CODE SECTION 414 IF THEY SHARE 80% COMMON
OWNERSHIP OR IF THEIR OPERATIONS ARE OTHERWISE CLOSELY AFFILIATED. THE
RELATED EMPLOYER RULES ARE COMPLEX AND LEGAL ADVICE SHOULD BE SOUGHT BEFORE
ANY ENTITY OTHER THAN THE PRIMARY EMPLOYER IS PERMITTED TO ADOPT THIS PLAN.

(ii) THE ORIGINAL EFFECTIVE DATE OF THIS PLAN'S ADOPTION IS THE FIRST DAY
OF THE PLAN YEAR IN WHICH OCCURS THE EARLIEST EFFECTIVE DATE FOR ANY PLAN
FEATURE, AS SPECIFIED ABOVE. SEE PLAN SECTION 1.67. THE EFFECTIVE DATE FOR
PRE-TAX OR EMPLOYEE AFTER-TAX CONTRIBUTIONS CANNOT BE EARLIER THAN THE DATE
THAT DEFERRALS OR CONTRIBUTIONS WILL BEGIN TO BE DEDUCTED FROM EMPLOYEES'
COMPENSATION. MOREOVER, EVEN IF THE EFFECTIVE DATE OF THE PLAN'S PRE-TAX OR
EMPLOYEE AFTER-TAX FEATURE OCCURS IN THE MIDDLE OF A PLAN YEAR, A
PARTICIPANT'S COMPENSATION MAY BE BASED ON COMPENSATION PAID FOR THE ENTIRE
PLAN YEAR IF SO ELECTED IN ARTICLE IA(5) OF THIS ADOPTION AGREEMENT.

</FN>

</TABLE>


Proper Names of Participating Employers:
CITADEL BROADCASTING COMPANY
---------
---------
---------
---------
---------
---------
---------












 Plan Administrator Name:                   CITADEL BROADCASTING COMPANY

 Business Address:                            7201 W. LAKE MEAD BLVD.
                                                     SUITE 400
                                                LAS VEGAS, NV 89128

 Telephone Number:                                (704) 804-8267








NOTE: IF THIS PLAN IS A CONTINUATION OR AN AMENDMENT OF A PRIOR PLAN,
OPTIONAL FORMS OF BENEFITS PROVIDED IN THE PRIOR PLAN MUST BE PROVIDED
UNDER THIS PLAN, AND SHOULD BE LISTED ON AN ADDENDUM ATTACHED TO THIS
ADOPTION AGREEMENT, UNLESS PERMISSIBLY ELIMINATED OR RESTRICTED UNDER THE
TERMS OF THE PLAN AND IRS REGULATIONS OR OTHER GUIDANCE.


<PAGE>




                           ARTICLE I. DEFINITIONS
                                      -----------

A.   "COMPENSATION"
     --------------

(1)  With respect to each Participant, except as provided below,
     Compensation shall mean the (select (a), (b) or (c) for each
     applicable column; a Plan which is integrated with Social Security may
     not elect (d) in the Profit Sharing Contributions column):

NON-PROFIT
SHARING         PROFIT SHARING
CONTRIBUTIONS*  CONTRIBUTIONS

    [X]           [X](a)  amount reported in the "Wages Tips and Other
                          Compensation" Box on Form W-2 (as defined in
                          Section 3.9.1(H)(i) of the Plan) and paid
                          during the Plan Year.

    [_]           [_](b)  amount reported pursuant to Code Section
                          3401(a) (as defined in Section 3.9.1(H)(ii)
                          of the Plan) and paid during the Plan Year.

    [_]           [_](c)  compensation for Code Section 415
                          safe-harbor purposes (as defined in Section
                          3.9.1(H)(iii) of the Plan) paid during the
                          Plan Year.

    [_]           [_](d)  all amounts received (under either option
                          (a) (b) or (c) above) for personal services
                          rendered to the Employer and paid during the
                          Plan Year but excluding (select all
                          applicable):

                          [_] overtime.
                          [_] bonuses.
                          [_] commissions.
                          [_] amounts in excess of $_____.
                          [_] other (specify)______.

     NOTWITHSTANDING THE FOREGOING, IF NECESSARY TO SATISFY THE
     NONDISCRIMINATION TESTING REQUIREMENTS APPLICABLE TO THE PLAN UNDER
     THE CODE, THE EXCLUSIONS INDICATED ABOVE WILL BE INCLUDED AS
     COMPENSATION SOLELY FOR PURPOSES OF SUCH TESTING.

     *THESE AMOUNTS INCLUDE ADP TEST AND ACP TEST SAFE HARBOR
     CONTRIBUTIONS.

     NOTE: FOR SELF-EMPLOYED INDIVIDUALS, COMPENSATION MEANS "EARNED
     INCOME" REGARDLESS OF WHICH OF THE ABOVE OPTIONS IS ELECTED. (SEE PLAN
     SECTION 1.21(A).) EARNED INCOME GENERALLY MEANS NET EARNINGS FROM
     SELF-EMPLOYMENT WITH CERTAIN ADJUSTMENTS, AS DESCRIBED IN SECTION 1.29
     OF THE PLAN DOCUMENT.

(2)  Treatment of Elective Contributions
     -----------------------------------

     NOTE: THE TERM ELECTIVE CONTRIBUTIONS UNDER PLAN SECTION 1.31
     AUTOMATICALLY INCLUDES ELECTIVE AMOUNTS THAT ARE NOT INCLUDED IN THE
     EMPLOYEE'S GROSS INCOME BY REASON OF CODE SECTION 132(F)(4) (QUALIFIED
     TRANSPORTATION FRINGE BENEFITS) FOR YEARS AFTER DECEMBER 31, 1997,
     UNLESS INDICATED OTHERWISE (B) BELOW.
For purposes of determining the amount of Pre-Tax, Employee After-Tax, and
Matching Contributions (including Safe Harbor Matching Contributions, and
Enhanced Matching Contributions (under Article VIII of this Adoption
Agreement)), Compensation shall include Elective Contributions. For all
other contributions, (select either (a) or (b) as applicable):



     [X](a) For purposes of determining the amount of Profit Sharing,
            Prevailing Wage, and any Safe Harbor Nonelective
            Contributions, Compensation shall include Elective
            Contributions. Qualified Transportation Fringe Benefits:

            [_]   (i) are included as Elective Contributions effective for
            years after December 31, 1997 in accordance with Plan
            Section 1.31.

            [_]   (ii) are included as Elective Contributions effective
            _____ (enter the applicable Plan Year for which such amounts
            are included, which should not be earlier than the first
            Plan Year beginning after December 31, 1998).

            [X]   (iii) are not included as Elective Contributions.

     [_](b) For purposes of determining the amount of Profit Sharing,
            Prevailing Wage, and any Safe Harbor Nonelective
            Contributions, Compensation shall not include Elective
            Contributions.

(3)  CODA Compensation
     -----------------

     (a)  Inclusion or Exclusion of Elective Contributions (select one):

          [X](i) For purposes of the ADP and ACP Tests, Compensation shall
                 include Elective Contributions.

               NOTE: THE TERM ELECTIVE CONTRIBUTIONS UNDER PLAN SECTION
               1.31 AUTOMATICALLY INCLUDES ELECTIVE AMOUNTS THAT ARE NOT
               INCLUDED IN THE EMPLOYEE'S GROSS INCOME BY REASON OF CODE
               SECTION 132(F)(4) (QUALIFIED TRANSPORTATION FRINGE BENEFITS)
               FOR YEARS AFTER DECEMBER 31, 1997, UNLESS ONE OF THE
               FOLLOWING IS SELECTED.

                   [_] (A) Elective Contributions for purposes of ADP and
                       ACP Tests shall include Qualified Transportation
                       Fringe Benefits effective ____ (enter the applicable
                       Plan Year for which such amounts are included,
                       which should not be earlier than the first Plan
                       Year beginning after December 31, 1998).

                   [_] (B) Elective Contributions for purposes of ADP and
                       ACP Tests shall not include Qualified
                       Transportation Fringe Benefits.

          [_](ii) For purposes of the ADP and ACP Tests, Compensation shall
                  not include Elective Contributions.

     (b)  Plan Year or Eligibility Compensation for ADP and ACP Tests
          (select one):

          [X](i)  CODA Compensation shall be determined with respect to each
                  Plan Year without regard to a Participant's Entry Date.

          [_](ii) Effective for Plan Years beginning on and after _____, CODA
                  Compensation shall only include Compensation actually paid
                  on and after the Participant's Entry Date.

(4)  With respect to Profit Sharing Contributions and Safe Harbor
     Nonelective Contributions, Compensation shall include all Compensation
     (select one):

     [X](a) during the Plan Year in which the Participant enters the Plan.

     [_](b) after the Participant's Entry Date.

(5)  With respect to Pre-Tax and Employee After-Tax Contributions,
     Compensation shall include all Compensation (select one):

     [X](a) during the Plan Year in which the Participant enters the Plan.

     [_](b) after the Participant's Entry Date.

     NOTE: IF A(4)(B) OR A(5)(B) ABOVE ARE ELECTED AND THE PLAN BENEFITS
     SELF-EMPLOYED INDIVIDUALS, THEN THE COMPENSATION TAKEN INTO ACCOUNT
     FOR THE PORTION OF THE PLAN YEAR AFTER THE PARTICIPANT'S ENTRY DATE
     FOR A SELF-EMPLOYED INDIVIDUAL SHALL BE HIS OR HER EARNED INCOME
     PAYABLE WITH RESPECT TO THAT PLAN YEAR MODIFIED BY A FRACTION, THE
     NUMERATOR OF WHICH IS THE NUMBER OF DAYS HE OR SHE IS A PARTICIPANT
     DURING THE PLAN YEAR AFTER THE ENTRY DATE AND THE DENOMINATOR OF WHICH
     IS THE NUMBER OF DAYS IN THE PLAN YEAR.

B.   "COMPUTATION PERIOD"
     --------------------

For purposes of Breaks in Service and Years of Service for purposes of
eligibility, "Computation Periods" occurring after the initial Computation
Period described in Section 1.22 of the Plan shall be the succeeding
12-month periods commencing with (select one):

     [_](1) the first anniversary of the Employee's employment commencement
            date.

     [_](2) the first Plan Year which commences prior to the first
            anniversary of the Employee's employment commencement date.

     [X](3) not applicable, Plan uses elapsed time method to determine all
            eligibility service.


C.   "DISABILITY"
     ------------

(1)  Definition
     ----------

Disability shall mean a condition which results in the Participant's
(select one):

     [_](a) inability to engage in any substantial gainful activity
            by reason of any medically determinable physical or mental
            impairment that can be expected to result in death or which
            has lasted or can be expected to last for a continuous
            indefinite period of not less than 12 months.

     NOTE: THIS OPTION C(1)(A) MUST BE SELECTED IF CONTRIBUTIONS DUE TO
     DISABILITY ARE TO BE MADE UNDER OPTION C(2) BELOW. IN ADDITION, THE
     EXCEPTION FROM THE EARLY DISTRIBUTION TAX OF CODE SECTION 72(T) MAY
     NOT APPLY TO A DISTRIBUTION MADE ON ACCOUNT OF A "DISABILITY" UNLESS
     THE DEFINITION USED IS THAT AS DEFINED IN THIS OPTION C(1)(A).

     [_](b) total and permanent inability to meet the requirements of the
            Participant's customary employment which can be expected to
            last for a continuous period of not less than 12 months.

     [X](c) qualification for Social Security disability benefits.

     [_](d) qualification for benefits under the Employer's long-term
            disability plan.

(2) Contributions During Disability (select one):
    -------------------------------

     [X](a) No contributions to a Participant's Account will be made
            on behalf of a Participant whose Employment has terminated on
            account of Disability with respect to periods on and after his
            or her termination of Employment due to Disability.

     [_](b) Contributions otherwise to be made to a Participant's
            Account will continue to be made on behalf of a Participant
            whose Employment has terminated on account of Disability with
            respect to the remainder of the Plan Year in which occurs his
            or her termination of Employment due to Disability, provided
            that option C(1)(a) above is elected as the definition of
            "Disability." For purposes of determining the amount of such
            an individual's contributions, "Compensation" shall mean the
            compensation such Participant would have received for the Plan
            Year if the Participant had been paid at the rate of
            Compensation paid immediately before his or her Disability.

     [_](c) Contributions otherwise to be made to a Participant's
            Account will continue to be made on behalf of a Participant
            whose Employment has terminated on account of Disability with
            respect to periods on and after his or her termination of
            Employment due to Disability and during such period that the
            Participant remains so disabled, provided that option C(1)(a)
            above is elected as the definition of "Disability." For
            purposes of determining the amount of such an individual's
            contributions, "Compensation" shall mean the compensation such
            Participant would have received for the Plan Year if the
            Participant had been paid at the rate of Compensation paid
            immediately before his or her Disability.

D.   "EARLY RETIREMENT AGE"

(1)  Early Retirement Age (select one):

     [X](a) shall be permitted.

     [_][b) shall not be permitted.

(2)  If D(1)(a) above is elected, Early Retirement Age shall mean (select
     one):

     [_](a) attained age _____.

     [X](b) attained age 55 and completed 6 Years of Service.

     [_](c) attained age _____ and completed _____ Years of Service as a
            Participant.

E.   "ELIGIBLE EMPLOYEES"
     --------------------

(1)  General Rule (select one):
     ------------

It is expressly intended that, regardless of any elections below,
individuals not treated as common law employees by the Employer or an
Affiliate on their payroll records are to be excluded from Plan
participation even if a court or administrative agency later determines
that such individuals are common law employees and not independent
contractors.

     [X](a) All Employees of the Primary Employer and participating Employers
            are eligible to participate in the Plan.

     [_](b) All Employees are eligible to participate in the Plan except for
            the following Employees (select all those applicable):

          [_](i)   Employees included in a unit of Employees covered by a
                   collective bargaining agreement between the Employer and the
                   Employee representatives (not including any organization
                   more than half of whose members are Employees who are
                   owners, officers, or executives of the Employer) in the
                   negotiation of which retirement benefits were the subject of
                   good faith bargaining, unless the bargaining agreement
                   provides for participation in the Plan.

          [_](ii)  Non-resident aliens (within the meaning of Code Section
                   7701(b)(1)(B)) and who received no earned income (within the
                   meaning of Code Section 911(d)(2)) from the Employer which
                   constitutes income from sources within the United States
                   (within the meaning of Code Section 861(a)(3)).

          [_](iii) Employees of an Affiliate that is not a participating
                   Employer.

          [_](iv)  Leased Employees, as defined in Section 1.57 of the Plan.

          [_](v)   Any Employee classified by his or her Employer as a
                   Temporary Employee, as defined in Section 1.99 of the Plan.

          [_](vi)  Employees employed in or by the following specified
                   division, plant, location, job category or other
                   identifiable individual or group of Employees (THIS
                   EXCLUSION FOR SPECIFIED JOB CLASSIFICATIONS MAY NOT
                   IMPOSE CONDITIONS RELATING TO AGE OR SERVICE THAT MUST BE
                   SATISFIED BY PLAN PARTICIPANTS. FOR EXAMPLE, PART-TIME
                   EMPLOYEES MAY NOT BE EXCLUDED AS A CLASSIFICATION OR JOB
                   CATEGORY OF EMPLOYEES):____

(2)  Newly-Hired Leased Employees
     ----------------------------

Individuals who would be Leased Employees but for the fact that they have
not performed services for an Employer on a substantially full-time basis
for a period of one year:

     [_](a) shall be treated as Employees.

     [X](b) shall not be treated as Employees.

NOTE: THE PLAN'S DEFINITION OF "ELIGIBLE EMPLOYEE" MERELY IDENTIFIES THE
EMPLOYEES WHO MAY PARTICIPATE UNDER THE PLAN AND HAS NO BEARING ON THE
IDENTIFICATION OF EMPLOYEES WHO MUST BE TAKEN INTO ACCOUNT FOR COVERAGE
TESTING UNDER CODE SECTION 410(B) AND THE REGULATIONS THEREUNDER.

F.   "ENTRY DATE"
     ------------

(1)  Entry Date shall mean (select one):


PRE-TAX AND/OR      MATCHING      PROFIT SHARING
EMPLOYEE AFTER-   CONTRIBUTIONS   CONTRIBUTIONS
     TAX
CONTRIBUTIONS

     [X]              [_]              [_]       (a) each business day
                                                     of the Plan Year.


     [_]              [_]              [_]       (b) the first day of the
                                                     Plan Year following
                                                     the date the Employee
                                                     meets the
                                                     participation
                                                     requirements of
                                                     Section 2.1 of the
                                                     Plan. If the Employer
                                                     elects this option (b)
                                                     establishing only one
                                                     Entry Date, the
                                                     participation "age and
                                                     service" requirements
                                                     elected in Article II
                                                     must be no more than
                                                     age 20 1/2 and 6
                                                     months of service.

     [_]              [X]              [X]       (c) the first day of the
                                                     month following the
                                                     date the Employee
                                                     meets the
                                                     participation
                                                     requirements of
                                                     Section 2.1 of the
                                                     Plan.

     [_]              [_]              [_]       (d) the first day of the
                                                     Plan Year and the
                                                     first day of the
                                                     seventh month of the
                                                     Plan Year following
                                                     the date the Employee
                                                     meets the
                                                     participation
                                                     requirements of
                                                     Section 2.1 of the
                                                     Plan.

     [_]              [_]              [_]       (e) the first day of the
                                                     Plan Year, the first
                                                     day of the fourth
                                                     month of the Plan
                                                     Year, the first day of
                                                     the seventh month of
                                                     the Plan Year, and the
                                                     first day of the tenth
                                                     month of the Plan Year
                                                     following the date the
                                                     Employee meets the
                                                     participation
                                                     requirements of
                                                     Section 2.1 of the
                                                     Plan.

     [_]              [_]              [_]       (f) other:______

                                                 provided that the Entry
                                                 Date or Dates selected are
                                                 no later than any of the
                                                 options above.

(2)  Restatement Effective Date:
The Restatement Effective Date (select one):

     [_](a) shall be an Entry Date.

     [_](b) shall not be an Entry Date.

     [X](c) shall not be applicable. (Either this is an initial adoption as
            provided in the Employer and Plan Information Section or the
            Restatement Effective Date is already an Entry Date as described
            in (1) above.)

G.   "HIGHLY COMPENSATED EMPLOYEES"
     ------------------------------

(1)  Top-Paid Group Election
     -----------------------

In determining who is a Highly Compensated Employee (select one):

     [X](a) A top-paid group election is made. The effect of this election is
            that an Employee (who is not a 5% owner at any time during the
            determination year or the look-back year) with Compensation in
            excess of $80,000 (as adjusted) for the look-back year (as
            defined in Section 1.49 of the Plan) is a Highly Compensated
            Employee only if the Employee was in the top-paid group for the
            look-back year. An Employee is in the "top-paid group" for any
            year, if such Employee is in the group of Employees consisting of
            the top 20% of the includable Employees when ranked on the basis
            of Compensation paid during such year.(iii)

     [_](b) A top-paid group election is not made.

(2)    Calendar Year Data Election
       ---------------------------

In determining who is a Highly Compensated Employee (other than a 5% owner)
(select one):

     [_](a) A calendar year data election is made. The effect of this
            election is that the look-back year is the calendar year
            beginning with or within the look-back year.

     [_](b) A calendar year data election is not made.

     [X](c) Not applicable, Plan Year is the calendar year.

NOTE:   IF BOTH G(1)(A) AND G(2)(A) ARE SELECTED, THE LOOK-BACK YEAR IN
        DETERMINING THE TOP-PAID GROUP SHALL BE THE CALENDAR YEAR
        BEGINNING WITH OR WITHIN THE LOOK-BACK YEAR. GENERALLY, A
        TOP-PAID GROUP ELECTION MUST APPLY CONSISTENTLY TO THE
        DETERMINATION YEARS OF ALL PLANS OF THE EMPLOYER THAT BEGIN WITH
        OR WITHIN THE SAME CALENDAR YEAR. A CALENDAR YEAR DATA ELECTION
        ALSO MUST APPLY CONSISTENTLY TO THE DETERMINATION YEARS OF ALL OF
        THE EMPLOYER'S PLANS THAT BEGIN WITHIN THE SAME CALENDAR YEAR.

________________
(iii) GENERALLY, IN MAKING THIS DETERMINATION, THE FOLLOWING EMPLOYEES ARE
EXCLUDED: EMPLOYEES WHO HAVE NOT COMPLETED 6 MONTHS OF SERVICE, EMPLOYEES WHO
NORMALLY WORK LESS THAN 17 1/2 HOURS PER WEEK, EMPLOYEES WHO NORMALLY WORK
DURING NOT MORE THAN 6 MONTHS DURING ANY YEAR, EMPLOYEES WHO HAVE NOT ATTAINED
AGE 21, NON-RESIDENT ALIENS WITH NO U.S.-SOURCE INCOME AND EXCEPT TO THE EXTENT
PROVIDED IN IRS REGULATIONS, EMPLOYEES WHO ARE INCLUDED IN A UNIT OF EMPLOYEES
COVERED BY AN AGREEMENT WHICH THE SECRETARY OF LABOR FINDS TO BE A COLLECTIVE
BARGAINING AGREEMENT BETWEEN EMPLOYEE REPRESENTATIVES AND THE EMPLOYER.

H.   "HOURS OF SERVICE"
     ------------------

Hours of Service shall be determined on the basis of the method specified
below:

     (1)  Eligibility Service
          -------------------

          For purposes of determining whether an Employee has satisfied the
          participation requirements of Section 2.1 of the Plan, the
          following method shall be used (select one for each column as
          applicable):

       PRE-TAX AND/OR     MATCHING     PROFIT SHARING
       EMPLOYEE AFTER-  CONTRIBUTIONS  CONTRIBUTIONS
     TAX CONTRIBUTIONS

             [X]             [X]            [X]       (a) elapsed time method.

             [_]             [_]            [_]       (b) hourly records method.


     (2)  Vesting Service
          ---------------

          All Pre-Tax Contributions, Employee After-Tax Contributions,
          Qualified Matching Contributions, Qualified Nonelective
          Contributions, ACP Test Safe Harbor Matching Contributions, and
          ADP Test Safe Harbor Contributions are always 100% vested. Unless
          Profit Sharing and/or Matching Contributions are fully vested
          when made (in accordance with Article IX of this Adoption
          Agreement), a Participant's nonforfeitable interest in Profit
          Sharing Contributions and/or Matching Contributions (as
          applicable) made on his or her behalf shall be determined on the
          basis of the method specified below (select one as applicable):

          [_](a) elapsed time method.
          [X](b) hourly records method.

     (3)  Hourly Records
          --------------

          For the purpose of determining Hours of Service under the hourly
          records method (choose one box for eligibility and one box for
          vesting as applicable):

          ELIGIBILITY      VESTING

              [_]            [X]        (a)  only actual hours for which an
                                             Employee is paid or entitled
                                             to payment shall be counted.

              [_]            [_]        (b)  an Employee shall be credited
                                             with 45 Hours of Service if
                                             under Section 1.50 of the Plan
                                             such Employee would be
                                             credited with at least 1 Hour
                                             of Service during the week.

I.   "LIMITATION COMPENSATION"
     -------------------------

For purposes of Code Section 415, Limitation Compensation shall be
Compensation as determined for purposes of (select one):

     [X](1) the "Wages, Tips and Other Compensation" Box on Form W-2 as
            defined in Plan Section 3.9.1(H)(i).

     [_](2) Code Section 3401(a) Federal Income Tax Withholding as defined in
            Plan Section 3.9.1(H)(ii).

     [_](3) Code Section 415 safe-harbor as defined in Plan Section
            3.9.1(H)(iii).

J.   "LIMITATION YEAR"
     -----------------

For purposes of Code Section 415, the Limitation Year shall be (select
one):

     [X](1) the Plan Year.

     [_](2) the calendar year.

     [_](3) the 12 consecutive month period ending on the ____ day of the
            month of ____.

K.   "NORMAL RETIREMENT AGE"
     -----------------------

Normal Retirement Age shall be (select one):

     [X](1) attainment of age 65 (not more than 65) by the Participant.

     [_](2) attainment of age____ (not more than 65) by the Participant or the
            ____ anniversary (not more than the 5th) of the first day of the
            Plan Year in which the Eligible Employee became a Participant,
            whichever is later.

     [_](3) attainment of age ____(not more than 65) by the Participant or the
            ____ anniversary (not more than the 5th) of the first day on which
            the Eligible Employee performed an Hour of Service, whichever is
            later.

L.   "PARTICIPANT DIRECTED ASSETS"
     -----------------------------

Participant directed assets are:
     NON-PROFIT SHARING        PROFIT SHARING
       CONTRIBUTIONS           CONTRIBUTIONS

            [X]                     [X]           (1)   permitted.

            [_]                     [_]           (2)   not permitted.

M.   "PLAN YEAR"
     -----------

The Plan Year shall be the 12 consecutive month period ending on the 31ST
day of DECEMBER.

N.   "PREDECESSOR EMPLOYER SERVICE"
     ------------------------------

Predecessor Employer Service will be credited (select one):

     [_](1) only as required by the Plan.

     [X](2) to include, in addition to the Plan requirements and subject to
            the limitations set forth below, service with the following
            Predecessor Employer(s) determined as if such predecessors were
            the Employer:
            UNLESS  OTHERWISE  STIPULATED  IN THE PURCHASE  AGREEMENT,  FOR
            EMPLOYEES   WHO  JOIN  CITADEL  AS  THE  RESULT  OF  A  STATION
            ACQUISITION,  THE  ORIGINAL  DATE OF HIRE WITH THE  PREDECESSOR
            EMPLOYER  WILL BE  USED TO  DETERMINE  VESTING  IN THE  COMPANY
            MATCH.

            Service with such Predecessor Employer listed in this item (2)
            applies [select either (a), (b) or (a) and (b); (c) is only
            available in addition to (a) and/or (b)]:

           [_](a) for purposes of eligibility to participate;

           [_](b) for purposes of vesting;

           [_](c) except for the following service:
                   _____.

O.   "TOP-HEAVY RATIO"
     -----------------

If the adopting Employer maintains or has ever maintained a qualified
defined benefit plan, for purposes of establishing present value to compute
the top-heavy ratio, any benefit shall be discounted only for mortality and
interest based on the following:

     Interest Rate:    8%
     Mortality Table:  UP '84

P.   "VALUATION DATE"
     ----------------

Valuation Date shall mean (select one for each column, as applicable):

NON-PROFIT
SHARING         PROFIT SHARING
CONTRIBUTIONS   CONTRIBUTIONS

    [X]           [X]  (1) each business day.

    [_]           [_]  (2) the last business day of each month.

    [_]           [_]  (3) the last business day of each quarter within the
                           Plan Year.

    [_]           [_]  (4) the last business day of each semi-annual period
                           within the Plan Year.

    [_]           [_]  (5) the last business day of the Plan Year.

    [_]           [_]  (6) other: ____.


                         ARTICLE II. PARTICIPATION
                                     -------------

GENERAL PARTICIPATION REQUIREMENTS An Eligible Employee must meet the
following requirements to become a Participant (select one or more for each
column, as applicable):

PRE-TAX AND/
OR EMPLOYEE
AFTER-TAX        MATCHING     PROFIT SHARING
CONTRIBUTIONS  CONTRIBUTIONS  CONTRIBUTIONS

 [_]            [_]            [_] (1)  Performance of one Hour of Service.

 [_]            [_]            [_] (2)  Attainment of age _____ (maximum 20 1/2)
                                        and completion of _____ (not more than
                                        1/2) Year(s) of Service. If this
                                        item is selected, no Hours of
                                        Service shall be counted.

 [X]                               (3)  Attainment of age 21 (maximum 21)
                                        and completion of N/A Year(s) of
                                        Service (not to exceed 2 years). If
                                        more than 1 Year of Service is
                                        selected, the immediate 100%
                                        vesting schedule must be selected
                                        in Article IX of this Adoption
                                        Agreement.

                [X]                (4)  Attainment of age 21 (maximum 21)
                                        and completion of 1 Years of
                                        Service (not to exceed 2 years). If
                                        more than 1 Year of Service is
                                        selected, the immediate l00%
                                        vesting schedule must be selected
                                        in Article IX of this Adoption
                                        Agreement.

                               [X] (5)  Attainment of age 21 (maximum 21)
                                        and completion of 1 Years of
                                        Service (not to exceed 2 years). If
                                        more than 1 Year of Service is
                                        selected, the immediate l00%
                                        vesting schedule must be selected
                                        in Article IX of this Adoption
                                        Agreement.

 [_]            [_]            [_] (6)  Each Employee who is an Eligible
                                        Employee will be deemed to have
                                        satisfied the participation
                                        requirements as of ____ without regard
                                        to such Eligible Employee's actual
                                        age and/or service.

NOTE: A MAXIMUM OF 1 YEAR OF SERVICE CAN BE REQUIRED FOR PRE-TAX AND/OR
EMPLOYEE AFTER-TAX CONTRIBUTIONS.


  ARTICLE III. PRE-TAX CONTRIBUTIONS AND EMPLOYEE AFTER-TAX CONTRIBUTIONS
               ----------------------------------------------------------

A. PRE-TAX CONTRIBUTIONS (select all applicable):
   ---------------------

[X](1) Pre-Tax Contributions are permitted under the Plan and may be made by
       a Participant in an amount equal to a dollar amount or a percentage of
       the Participant's Compensation, as specified by the Participant in his
       or her Pre-Tax Election, which may not exceed 20% of his or her
       Compensation.

[_](2) Pre-Tax Contributions Election Limit for Highly Compensated Employees.
       If elected, a Highly Compensated Employee may make a Pre-Tax Election
       which may not exceed ___% of his or her Compensation.

     NOTE: IF ITEM A(2) IS SELECTED, THE ELECTION LIMIT PERCENTAGE FOR
     HIGHLY COMPENSATED EMPLOYEES IN A(2) MUST BE LESS THAN THE EMPLOYEE
     PRE-TAX CONTRIBUTION LIMIT SELECTED IN A(1) ABOVE.

[_](3) Separate Bonus Election - With respect to bonuses, such dollar amount
       or percentage as specified by the Participant in his or her Pre-Tax
       Election with respect to such bonus.

[_](4) Pre-Tax Contributions are not permitted under the Plan.

B. EMPLOYEE AFTER-TAX CONTRIBUTIONS (select all applicable):
   --------------------------------

[X](1) Employee After-Tax Contributions are permitted under the Plan and may
       be made by a Participant in an amount equal to a dollar amount or a
       percentage of the Participant's Compensation, as specified by the
       Participant in his or her Employee After-Tax Contribution Election,
       which may not exceed 20% of his or her Compensation.

[_](2) After-Tax Contributions Election Limit for Highly Compensated
       Employees. If elected, a Highly Compensated Employee may make an
       After-Tax Election which may not exceed ___% of his or her
       Compensation.

       NOTE: IF ITEM B(2) IS SELECTED, THE ELECTION LIMIT PERCENTAGE FOR
       HIGHLY COMPENSATED EMPLOYEES IN B(2) MUST BE LESS THAN THE EMPLOYEE
       AFTER-TAX CONTRIBUTION LIMIT SELECTED IN B(1) ABOVE.

[_](3) Separate Bonus Election - With respect to bonuses, such dollar amount
       or percentage as specified by the Participant in his or her Employee
       After-Tax Contribution Election with respect to such bonus.

[_](4) Employee After-Tax Contributions are not permitted under the Plan.

NOTE: DEPARTMENT OF LABOR REGULATIONS REQUIRE PRE-TAX CONTRIBUTIONS AND
EMPLOYEE AFTER-TAX CONTRIBUTIONS TO BE CONTRIBUTED TO THE TRUST AS SOON AS
POSSIBLE AND NO LATER THAN THE 15TH BUSINESS DAY OF THE MONTH FOLLOWING THE
MONTH IN WHICH (I) THE PARTICIPANT'S CONTRIBUTION AMOUNTS ARE RECEIVED BY
THE EMPLOYER (IN THE CASE OF AMOUNTS THAT A PARTICIPANT OR BENEFICIARY PAYS
TO AN EMPLOYER) OR (II) SUCH AMOUNTS WOULD OTHERWISE HAVE BEEN PAYABLE TO
THE PARTICIPANT IN CASH (IN THE CASE OF AMOUNTS WITHHELD BY AN EMPLOYER
FROM A PARTICIPANT'S WAGES).

C. AUTOMATIC ENROLLMENT(iv) (select all applicable):
   ------------------------

[_](1) In the absence of an election made by a Participant to the contrary
       within such time period as established by the Plan Administrator, a
       Participant shall be deemed to have elected (select one or both):

       [_](a) a Pre-Tax Contribution of ____% of his or her Compensation.

       [_](b) an Employee After-Tax Contribution of ____% of his or her
              Compensation.

[X](2) Notwithstanding any provision of the Plan to the contrary, the
       following contribution(s) may only be made pursuant to an affirmative
       election made by the Participant in writing (or in such electronic or
       telephonic form as specified by the Plan Administrator) (select one or
       both):

       [X](a) Pre-Tax Contributions.

       [X](b) Employee After-Tax Contributions.

D.   MAKING AND MODIFYING AN ELECTION
     --------------------------------

An Eligible Employee shall be entitled to increase, decrease or resume his
or her Pre-Tax Contributions and/or Employee After-Tax Contributions with
the following frequency during the Plan Year (select one):

     [_](1) annually.
     [_](2) semi-annually.
     [_](3) quarterly.
     [X](4) monthly.
     [_](5) other (specify): _____.

     Any such increase, decrease or resumption shall be effective as of the
     first payroll period coincident with or next following the first day
     of each period set forth above. A Participant may completely
     discontinue making Pre-Tax Contributions and/or Employee After-Tax
     Contributions at any time effective for the payroll period after
     written notice is provided to the Administrator.
______________
(iv) "AUTOMATIC ENROLLMENT" IS SOMETIMES REFERRED TO AS A "NEGATIVE ELECTION"
      ENROLLMENT.

                     ARTICLE IV. MATCHING CONTRIBUTIONS
                                 ----------------------

This Article IV is effective only if Pre-Tax Contributions and/or Employee
After-Tax Contributions are permitted under the Plan.

A.   CONTRIBUTION AND ALLOCATION FORMULA
     -----------------------------------

If selected below, the Employer may make Matching Contributions (select all
that apply):

     [X](1) Discretionary Formula:
            ---------------------

            Discretionary Matching Contribution equal to such a dollar
            amount or percentage of Pre-Tax Contributions and/or Employee
            After-Tax Contributions, as determined by the Employer, which
            shall be allocated (select all that apply):

            [_](a) based on the ratio of each Participant's Pre-Tax
                   Contributions and/or Employee After-Tax Contributions for
                   the Plan Year to the total Pre-Tax Contributions and/or
                   Employee After-Tax Contributions of all Participants for the
                   Plan Year. If selected, Matching Contributions shall be
                   subject to a maximum amount of (select one):

                   [_](i) $____ for each Participant.

                   [_](ii) ____% of each Participant's Compensation.

            [_](b) in an amount up to 100% or $_____ of each Participant's
                   first 1% or $____ of Compensation contributed as Pre-Tax
                   Contributions and/or Employee After-Tax Contributions.
                   If any Matching Contribution remains, it is allocated to
                   each such Participant in an amount up to ____ % or $____
                   of the next ____% or $____ of each Participant's
                   Compensation contributed as Pre-Tax Contributions and/or
                   Employee After-Tax Contributions. If any Matching
                   Contribution remains after the application of the
                   preceding sentence, it is allocated to each such
                   Participant in an amount up to ____% or $____ of the
                   next ____% or $____ of each Participant's Compensation
                   contributed as Pre-Tax Contributions and/or Employee
                   After-Tax Contributions.

                   Any remaining Matching Contribution shall be allocated
                   to each such Participant in the ratio that such
                   Participant's Pre-Tax Contributions and/or Employee
                   After-Tax Contributions bear to the total Pre-Tax
                   Contributions and/or Employee After-Tax Contributions of
                   all such Participants.

                   If selected, Matching Contributions shall be subject to
                   a maximum amount of (select one):

                   [_](i)  $____ for each Participant.

                   [_](ii) ____% of each Participant's Compensation.

     [_](2) Nondiscretionary Formula:
            ------------------------
            A nondiscretionary Matching Contribution equal to (select all
            that apply):

            [_](a) ____% of each Participant's Compensation contributed
                  as Pre-Tax Contributions and/or Employee After-Tax
                  Contributions. If selected, Matching Contributions shall
                  be subject to a maximum amount of (select one):

                  [_](i) $_____ for each Participant.
                  [_](ii) _____% of each Participant's Compensation.

            [_](b) ____% or $____ of the first ____% or $____ of the
                  Participant's Compensation contributed as Pre-Tax
                  Contributions and/or Employee After-Tax Contributions,
                  ____% or $____ of the next ____% or $____ of the
                  Participant's Compensation contributed as Pre-Tax
                  Contributions and/or Employee After-Tax Contributions,
                  and ____% or $____ of the next ____% or $____ of the
                  Participant's Compensation contributed as Pre-Tax
                  Contributions and/or Employee After-Tax Contributions.

                  If selected, Matching Contributions shall be subject to
                  a maximum amount of (select one):

                  [_](i) $____ for each Participant.
                  [_](ii) ____% of each Participant's Compensation.

     [X](3) Matching Contribution "True-up" (select one):
            -------------------------------
            [_](a) Annualized Matching Contributions: Matching Contributions,
                   if made on a periodic basis, will be recalculated based on
                   Compensation for the Plan Year, and "true-up" contributions
                   will be made to Participants as necessary.

            [X](b) Non-annualized Matching Contributions: The "true-up"
                   Matching Contributions will not be made.

     [X](4) Matched Contributions. Pre-Tax and/or Employee After-Tax
            Contributions indicated above shall be eligible for Matching
            Contributions as indicated below (select all that apply):

        DISCRETIONARY MATCHING     NONDISCRETIONARY
             CONTRIBUTION       MATCHING CONTRIBUTION
               FORMULA                 FORMULA

                [X]                      [_]        (a) Pre-Tax Contributions.

                [_]                      [_]        (b) After-Tax Contributions.

          [_](c) If (a) and (b) selected above, the Pre-Tax and Employee
                 After-Tax Matching Contributions formula will be applied
                 (select one, if applicable):
                  [_](i) concurrently as a separate formula for each feature.

                  [_](ii) cumulatively as a single formula for both features.

B.   PARTICIPANTS ELIGIBLE FOR MATCHING CONTRIBUTION ALLOCATION
     ----------------------------------------------------------

The following Participants shall be eligible for an allocation to their
Matching Contributions Account (select one):

     [_](1) Payroll Basis Matching Contributions - Any Participant who
            makes Pre-Tax Contributions and/or Employee After-Tax
            Contributions.

     [_](2) Periodic Matching Contributions - Solely with respect to a Plan in
            which Matching Contributions are made on a periodic basis, any
            Participant whose Pre-Tax Election or Employee After-Tax Election
            is in effect during such period. (select the applicable period):

            [_](a) monthly.

            [_](b) quarterly.

            [_](c) semi-annually.

            [_](d) other (specify): ____.

     [X](3) Annual Plan Year-end Matching Contribution - Any Participant who
            makes Pre-Tax Contributions and/or Employee After-Tax Contributions
            during the Plan Year and who satisfies the following requirements
            (select all those applicable):

            [_](a) is employed during the Plan Year.

            [_](b) was credited with ____ (no more than 1,000) Hours of
                   Service during the Plan Year.

            [_](c) was employed on the last day of the Plan Year.

            [X](d) was on a leave of absence on the last day of the Plan Year.

            [X](e) during the Plan Year died or became disabled while an
                   Employee or terminated employment after attaining Normal
                   Retirement Age.

            [_](f) was credited with at least 501 Hours of Service whether or
                   not employed on the last day of the Plan Year.

            [X](g) was credited with at least 1,000 Hours of Service and was
                   employed on the last day of the Plan Year.

       ARTICLE V. PROFIT SHARING CONTRIBUTIONS AND ACCOUNT ALLOCATION
                  ---------------------------------------------------

A.   PROFIT SHARING CONTRIBUTIONS:
     ----------------------------

Contributions to Profit Sharing Contribution Accounts shall be (select one):

     [X](1) such an aggregate amount, if any, as determined by the Employer,
            for each Participant eligible to share in the allocation for a Plan
            Year.

     [_](2) _____% of the Compensation of each Participant eligible to share in
            the allocation for a Plan Year.

B.   ALLOCATION OF CONTRIBUTIONS TO PROFIT SHARING CONTRIBUTION ACCOUNTS
     -------------------------------------------------------------------
     (select all applicable):

     [_](1) Non-Integrated Allocation
            -------------------------

            [_](a) The Profit Sharing Contributions Account of each Participant
                   eligible to share in the allocation for a Plan Year
                   shall be credited with a portion of the contribution,
                   plus any forfeitures if forfeitures are reallocated to
                   Participants, equal to the ratio that the Participant's
                   Compensation for the Plan Year bears to the Compensation
                   for that Plan Year of all Participants entitled to share
                   in the contribution.

            [_](b) $_____ per each Participant eligible to share in the
                   allocation for a Plan Year, on a _____ (specify period,
                   such as weekly, monthly, quarterly, etc.) basis.

     [X](2) 2 Step-First Dollar Integrated Allocation
            -----------------------------------------

            For each Participant eligible to share in the allocation for a
            Plan Year, contributions to Profit Sharing Contributions
            Accounts with respect to a Plan Year, plus any forfeitures if
            forfeitures are reallocated to Participants, shall be allocated
            to the Profit Sharing Contributions Account of each eligible
            Participant as follows:

            (i) First, in the ratio that the sum of each eligible
                Participant's Compensation for the Plan Year and
                Compensation for the Plan Year in excess of the Integration
                Level bears to the sum of all such Participants'
                Compensation and Compensation in excess of the Integration
                Level, but for each eligible Participant, not in excess of
                the Maximum Profit Sharing Disparity Rate (defined below).

            (ii) Second, any remaining contributions or forfeitures will be
                 allocated in the ratio that each Participant's
                 Compensation for that Plan Year bears to all Participants'
                 Compensation for that Plan Year.

     [X](3) Top-Heavy Integrated Allocation
            -------------------------------

            NOTE: UNDER THIS ALLOCATION FORMULA, EACH ELIGIBLE PARTICIPANT
            WILL BE ALLOCATED A CONTRIBUTION EQUAL TO A TOP-HEAVY MINIMUM
            CONTRIBUTION UP TO 3% OF COMPENSATION EVEN IN PLAN YEARS THAT
            THE PLAN IS NOT OTHERWISE TOP-HEAVY.

            For each Participant eligible to share in the allocation for a
            Plan Year, contributions to Profit Sharing Contributions
            Accounts with respect to a Plan Year shall be allocated to the
            Profit Sharing Contributions Account of each eligible
            Participant in the ratio that each such eligible Participant's
            Compensation for the Plan Year bears to the Compensation for
            that Plan Year of all eligible Participants but not in excess
            of 3% of each Participant's Compensation.

            The amount of this Top-Heavy allocation will be offset against
            the Profit Sharing allocation made under (1) or (2) above.

            The Maximum Profit Sharing Disparity Rate is equal to the
            applicable percentage determined in accordance with the
            following table:

IF THE INTEGRATION LEVEL IS
(AS A % OF THE TAXABLE WAGE
BASE ("TWB")).                        THE APPLICABLE PERCENTAGE IS:

20% (or $10,000 if greater)
or less of the TWB                                5.7%


More than 20% (but not less than
$10,001) but not
more than 80% of the TWB                          4.3%


More than 80% but less
than 100% of the TWB                              5.4%


100% of the TWB                                   5.7%

[X](4) Integration Level
       -----------------

     The "Integration Level" shall be (select one):

     [X](a) the Taxable Wage Base.

     [_](b) $____ (a dollar amount less than the Taxable Wage Base).

     [_](c) ____% of the Taxable Wage Base (not to exceed 100%).

     [_](d) the greater of $10,000 or 20% of the Taxable Wage Base.

C.     PARTICIPANTS ELIGIBLE FOR PROFIT SHARING CONTRIBUTION ALLOCATION
       ----------------------------------------------------------------

The following Participants shall be eligible for an allocation to their
Profit Sharing Contributions Accounts (select all those applicable):

     [_](1) Any Participant who was employed during the Plan Year.

NOTE: ITEM C(1) MUST BE SELECTED IF PROFIT SHARING CONTRIBUTIONS ARE
ALLOCATED ON A PERIODIC BASIS DURING THE PLAN YEAR.

     [_](2) Any Participant who was credited with _____ (no more than 1,000)
            Hours of Service during the Plan Year.

     [_](3) Any Participant who was employed on the last day of the Plan
            Year.

     [X](4) Any Participant who was on a leave of absence on the last day
            of the Plan Year.

     [X](5) Any Participant who during the Plan Year died or became
            disabled while an Employee or terminated employment after
            attaining Normal Retirement Age.

     [_](6) Any Participant who was credited with at least 501 Hours of
            Service whether or not employed on the last day of the Plan
            Year.

     [X](7) Any Participant who was credited with at least 1,000 Hours of
            Service and was employed on the last day of the Plan Year.

                 ARTICLE VI. PREVAILING WAGE CONTRIBUTIONS
                             -----------------------------

A. PREVAILING WAGE CONTRIBUTIONS, AS DESCRIBED IN SECTION 3.15 OF THE PLAN
   -----------------------------------------------------------------------
   (SELECT ONE):

     [_](1) shall be made as provided in Appendix B and shall:

            [_](a) be considered a QNEC.

            [_](b) not be considered a QNEC.

     [X](2) shall not be made.

B. PREVAILING WAGE OFFSET
   ----------------------

The Prevailing Wage Contribution made on behalf of a Participant for the
Plan Year will (select one if A(1) is selected above):

     [_](1) Offset the amount allocated or contributed on behalf of such
            Participant under Article V for the Plan Year.

     [_](2) Not offset the amount allocated or contributed on behalf of
            such Participant under Article V for the Plan Year.

                     ARTICLE VII. ADP TEST AND ACP TEST
                                  ---------------------

A.   ACTUAL DEFERRAL PERCENTAGE TEST AND ACTUAL CONTRIBUTION PERCENTAGE TEST
     -----------------------------------------------------------------------
     ELECTION
     --------

Effective for Plan Years beginning on and after01/01/2003, the ADP Test of
Section 3.4 of the Plan and the ACP Test under Section 3.6 of the Plan
shall be applied using the ADP and ACP of Nonhighly Compensated Employees
for the (select one):

     [_](1) current Plan Year.

     [X](2) immediately preceding Plan Year.

NOTE: AN ELECTION TO USE THE CURRENT PLAN YEAR DATA MAY NOT BE CHANGED
UNLESS (1) THE PLAN HAS BEEN USING THE CURRENT YEAR TESTING METHOD FOR THE
PRECEDING 5 PLAN YEARS, OR IF LESS, THE NUMBER OF PLAN YEARS THE PLAN HAS
BEEN IN EXISTENCE; OR (2) THE PLAN OTHERWISE MEETS ONE OF THE REQUIREMENTS
OF IRS NOTICE 98-1 (OR SUPERCEDING GUIDANCE) FOR CHANGING FROM THE CURRENT
YEAR TESTING METHOD. LEGAL COUNSEL SHOULD BE OBTAINED PRIOR TO CHANGING A
CURRENT YEAR DATA ELECTION UNDER THIS ARTICLE.

B.   FIRST PLAN YEAR ELECTIONS
     -------------------------

For purposes of Sections 3.4.2(B) and 3.6(A), the ADP and the ACP for
Nonhighly Compensated Employees for the first Plan Year the Plan permits
any Participant to make Pre-Tax Contributions and/or Employee After-Tax
Contributions, provides for Matching Contributions, or both (if this Plan
is not a successor plan) (select one):

     [_](1) shall be the Plan Year ADP and ACP.

     [_](2) shall be 3%.

     [X](3) is not applicable, existing plan.

C.   COORDINATION WITH SAFE HARBOR CODA
     ----------------------------------

As provided under Section 3.16.1(B), and as consistent with IRS Notice
98-52 (or subsequent guidance) indicate below which of the following shall
be disregarded for purposes of satisfying the ACP Test (select one):

     [_](1) All Matching Contributions for all Eligible Participants (if
            the requirements of the ACP Test Safe Harbor are satisfied).

     [_](2) Matching Contributions that do not exceed 4% of each Eligible
            Participant's Compensation, if permitted under IRS Notice 98-52
            (or subsequent guidance).

     [X](3) Not applicable, not a Safe Harbor plan.

                       ARTICLE VIII. SAFE HARBOR CODA
                                     ----------------

A.   SAFE HARBOR CODA PROVISIONS
     ---------------------------

The Safe Harbor Method CODA provisions of Section 3.16 of the Plan:

     [_](1) apply.

     [X](2) do not apply.

B.   ADP/ACP TEST SAFE HARBOR CONTRIBUTIONS
     --------------------------------------

Section 3.16.4(A) provides for a Basic Matching Contribution to the Plan on
behalf of each Eligible Participant equal to (i) 100% of the amount of the
Eligible Participant's Pre-Tax Contributions that do not exceed 3% of the
Eligible Participant's Compensation for the Plan Year, plus (ii) 50% of the
amount of the Eligible Participant's Pre-Tax Contributions that exceed 3%
of the Eligible Participant's Compensation but that do not exceed 5% of the
Eligible Participant's Compensation.

In lieu of the Safe Harbor Matching Contributions described in Section
3.16.4(A), the Employer will make the following contributions for the Plan
Year (select one):

     [_](1) Enhanced Matching Contributions
            -------------------------------

            The Employer will make Matching Contributions to the Account of
            each Eligible Participant in an amount equal to:

            ____% of the first ____% of the Eligible Participant's
            Compensation contributed as Pre-Tax Contributions, ____% of the
            next ____% of the Eligible Participant's Compensation
            contributed as Pre-Tax Contributions, and ____% of the next
            ____% of the Eligible Participant's Compensation contributed as
            Pre-Tax Contributions.

            NOTE: THE BLANKS ABOVE MUST BE COMPLETED SO THAT, AT ANY RATE
            OF PRE-TAX CONTRIBUTIONS, THE MATCHING CONTRIBUTION IS AT LEAST
            EQUAL TO THE CONTRIBUTION THAT WOULD OTHERWISE BE MADE UNDER
            SECTION 3.16.4(A) (THE BASIC SAFE HARBOR MATCHING
            CONTRIBUTION). ADDITIONALLY, THE RATE OF MATCH CANNOT INCREASE
            AS PRE-TAX CONTRIBUTIONS INCREASE. FINALLY, IF MATCHING
            CONTRIBUTIONS ARE MADE WITH RESPECT TO PRE-TAX CONTRIBUTIONS
            THAT EXCEED 6% OF ELIGIBLE PARTICIPANTS' COMPENSATION, THE PLAN
            WILL NOT MEET THE REQUIREMENTS FOR THE ACP TEST SAFE HARBOR
            PROVISIONS AND AN ACP TEST WOULD HAVE TO BE PERFORMED.

     [_](2) Safe Harbor Nonelective Contributions
            -------------------------------------

            The Employer will make a Safe Harbor Nonelective Contribution
            to the Account of each Eligible Participant in an amount equal
            to ____% (at least 3%) of the Employee's Compensation for the Plan
            Year.

            NOTE: THE SAFE HARBOR NONELECTIVE CONTRIBUTION CANNOT BE
            ALLOCATED ON AN INTEGRATED BASIS.

C.   [_]    If checked, the ADP Test Safe Harbor Contributions will be made to
            the following Defined Contribution Plan of the Employer: ____

                            ARTICLE IX. VESTING
                                        -------

A.   EMPLOYER CONTRIBUTION ACCOUNTS
     ------------------------------

(1)  A Participant shall have a vested percentage in his or her Profit Sharing
     Contributions and Matching Contributions Account(s), if applicable, in
     accordance with the following schedule (select one for each column as
     applicable):

          MATCHING        PROFIT SHARING
       CONTRIBUTIONS       CONTRIBUTIONS
           [_]                  [_]        (a) 100% vesting immediately upon
                                               participation.

           [_]                  [_]        (b) 100% after ____ years of Vesting
                                               Service.

           [X]                  [X]        (c) Graded vesting schedule:

            0%                  0%         immediately upon participation;

            0%                  0%         after 1 year of Vesting Service;

            20%                 20%        after 2 years of Vesting Service;

            40%                 40%        after 3 years of Vesting Service;

            60%                 60%        after 4 years of Vesting Service;

            100%                100%       after 5 years of Vesting Service;

            100%                100%       after 6 years of Vesting Service;

         100% after 7 years of Vesting Service.

(2)  Early Retirement
     ----------------

     Upon attainment of Early Retirement Age (if selected in I.D(2)), a
     Participant (select one):

     [_](a) shall

     [X](b) shall not

     become 100% vested solely due to attainment of Early Retirement Age.

(3)  Prior Vesting Schedule(s)
     -------------------------

     If the Plan's vesting schedule has been amended, the following prior
     vesting schedule shall apply to Participants who were eligible to and
     did elect to have their vested percentages determined under the
     vesting schedule in effect prior to the vesting schedule amendment:

     MATCHING CONTRIBUTIONS  PROFIT SHARING
     VESTING SCHEDULE        CONTRIBUTIONS VESTING
     EFFECTIVE ON AND        SCHEDULE EFFECTIVE ON
     BEFORE ____, ____       AND BEFORE ____, ____

             [_]                      [_]          (a) 100% vesting
                                                       immediately upon
                                                       participation.
             [_]                      [_]          (b) 100% after _____
                                                       years of Vesting
                                                       Service.

             [_]                      [_]          (c) Graded vesting
                                                       schedule:

           ______%                  ______%            immediately upon
                                                       participation;

           ______%                  ______%            after 1 year of Vesting
                                                       Service;

           ______%                  ______%            after 2 years of Vesting
                                                       Service;

           ______%                  ______%            after 3 years of Vesting
                                                       Service;

           ______%                  ______%            after 4 years of Vesting
                                                       Service;

           ______%                  ______%            after 5 years of Vesting
                                                       Service;

           ______%                  ______%            after 6 years of Vesting
                                                       Service;

                   100% after 7 years of Vesting Service.

B.   ALLOCATION OF FORFEITURES

     Forfeitures, if any, shall be (select one from each applicable column):

        MATCHING        PROFIT SHARING
     CONTRIBUTIONS       CONTRIBUTIONS

          [_]                 [_]          (1) first, used to reduce
                                           Employer contributions; second,
                                           any remaining forfeitures shall
                                           be used to offset the Employer's
                                           Plan administrative costs; and
                                           third, any remaining forfeitures
                                           shall be allocated to
                                           Participants.

          [X]                 [X]          (2) first, used to offset the
                                           Employer's Plan administrative
                                           costs; second, any remaining
                                           forfeitures shall be used to
                                           reduce Employer contributions;
                                           and third, any remaining
                                           forfeitures shall be allocated
                                           to Participants.


          [_]                 [_]          (3) allocated to Participants in
                                           the ratio which the Compensation
                                           of each Participant for the Plan
                                           Year bears to the total
                                           Compensation for the Plan Year
                                           of all Participants otherwise
                                           entitled to share in the
                                           Employer contributions. If the
                                           Profit Sharing portion of the
                                           Plan is integrated with Social
                                           Security, forfeitures
                                           attributable to Profit Sharing
                                           Contributions shall be allocated
                                           in accordance with the formula
                                           elected by the Employer.

C.   VESTING SERVICE
     ---------------

For purposes of determining Years of Service for Vesting Service (select
(1) or (2) and/or (3)):

     [X](1) All Years of Service shall be included.

     [_](2) Years of Service before the Participant attained age 18 shall be
            excluded.

     [_](3) Service with the Employer prior to the effective date of the Plan
            shall be excluded.

               ARTICLE X. IN-SERVICE DISTRIBUTIONS AND LOANS
                          ----------------------------------

A.   IN-SERVICE DISTRIBUTIONS
     ------------------------

     [X](1) In-service distributions may be made from any of the Participant's
            vested Accounts, at any time upon or after the occurrence of the
            following events (select all applicable):

            [X](a) a Participant's attainment of age 59 1/2 (no lower than
                   59 1/2).

            [_](b) January 1 of the calendar year in which the Participant
                   attains age 70 1/2.

     [_](2) In-service distributions are not permitted (subject to Section
            5.7.3 of the Plan).

B.   HARDSHIP DISTRIBUTIONS:
     ----------------------

     Hardship distributions are:

     [X](1) permitted and shall be made from the vested portion of a
            Participant's Accounts (other than his or her Qualified
            Nonelective Contributions Account, Qualified Matching
            Contributions Account, QVEC Account, earnings accrued after
            December 31, 1988 on the Participant's Pre-Tax Contributions,
            or Safe Harbor Contributions under Section 3.16) as provided in
            Section 5.9.1.

     [_](2) not permitted.

C.   LOANS:
     -----

     Loans are:

     NON-PROFIT
     SHARING           PROFIT SHARING
     CONTRIBUTIONS     CONTRIBUTIONS

       [X]                  [X]            (1) permitted.

       [_]                  [_]            (2) not permitted.

                             ARTICLE XI. TRUST
                                         -----

     [_]If this item is checked, the Employer elects to establish a Group
        Trust consisting of such Plan assets as shall from time to time be
        transferred to the Trustee pursuant to Article X of the Plan. The
        Trust Fund shall be a Group Trust consisting of assets of this Plan
        plus assets of the following plans of the Employer or of an
        Affiliate:

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

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

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

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

                         ARTICLE XII. MISCELLANEOUS
                                      -------------

A.   IDENTIFICATION OF SPONSOR
     -------------------------

The address and telephone number of the Sponsor's authorized representative
is PO Box 1510, Pennington, New Jersey 08534-1510; 800-434-6945. This
authorized representative can answer inquiries regarding the adoption of
the Plan, the intended meaning of any Plan provisions, and the effect of
the opinion letter.

The Sponsor will inform the Primary Employer of any amendments made to the
Plan or the discontinuance or abandonment of the Plan. In order to receive
notification, the Primary Employer hereby agrees to promptly notify the
Sponsor at the address indicated above of any change in company contact,
business address, or intent to terminate use of the Merrill Lynch Prototype
Plan.

B.   PLAN REGISTRATION
     -----------------

1.   Initial Registration
     --------------------

This Plan must be registered with the Sponsor, Merrill Lynch, Pierce Fenner
& Smith Incorporated, in order to be considered a Prototype Plan by the
Sponsor. Registration is required so that the Sponsor is able to provide
the Administrator with documents, forms and announcements relating to the
administration of the Plan and with Plan amendments and other documents,
all of which relate to administering the Plan in accordance with applicable
law and maintaining compliance of the Plan with the law.

The Primary Employer and all participating Employers must sign and date the
Adoption Agreement. Upon receipt and acceptance by Merrill Lynch, Pierce
Fenner & Smith Incorporated of the Adoption Agreement, the Plan will be
registered as a Prototype Plan of Merrill Lynch, Pierce Fenner & Smith
Incorporated. An authorized representative will countersign the Adoption
Agreement and a copy of the countersigned Adoption Agreement will be
returned to the Primary Employer. Countersignature of the Adoption
Agreement acknowledges receipt of the Adoption Agreement by Merrill Lynch,
Pierce Fenner & Smith Incorporated, but does not represent that the Sponsor
has reviewed or assumes responsibility for the provisions selected within
the Adoption Agreement. Merrill Lynch, Pierce Fenner & Smith Incorporated
reserves the right to reject any Adoption Agreement.

2.   Registration Renewal
     --------------------

Annual registration renewal is required in order for the Employer to
continue to receive any and all necessary updating documents. The Sponsor
reserves the right to charge a registration renewal fee and change such fee
from time to time. The Sponsor will notify the Primary Employer of any
registration renewal fee and of any change to such registration renewal
fee.

C.   PROTOTYPE REPLACEMENT PLAN
     --------------------------

This Adoption Agreement is a replacement prototype plan for (1) Merrill
Lynch Special Prototype Defined Contribution Plan - Nonstandardized 401(k)
Plan, Employee Thrift Plan, Profit Sharing Plan Adoption Agreement #
03-004.

D.   RELIANCE
     --------

The adopting Employer may rely on an opinion letter issued by the Internal
Revenue Service as evidence that the Plan is qualified under Code ss.401
only to the extent provided in Announcement 2001-77, 2001-30 I.R.B.

The Employer may not rely on the opinion letter in certain other
circumstances or with respect to certain qualification requirements, which
are specified in the opinion letter issued with respect to the Plan and in
Announcement 2001-77.

In order to have reliance in such circumstances or with respect to such
qualification requirements, application for a determination letter must be
made to Employee Plans Determinations of the Internal Revenue Service.

E.   PLAN DOCUMENT
     -------------

This Adoption Agreement may ONLY be used in conjunction with the Merrill
Lynch Special/Flexible Prototype Defined Contribution Plan and Trust Base
Plan Document #03.


F.   PROPER COMPLETION OF ADOPTION AGREEMENT
     ---------------------------------------

Failure to properly fill out this Adoption Agreement may result in the
failure of the Plan to qualify under Internal Revenue Code Section 401(a).
Each participating Employer and its independent legal and tax advisors are
responsible for the adoption and qualification of this Plan and any related
tax consequences.

                        PRIMARY EMPLOYER'S SIGNATURE
                        ----------------------------

The undersigned hereby adopts the Plan and Trust.

     Name of Primary Employer:        CITADEL BROADCASTING COMPANY
                                     --------------------------------------

                                     --------------------------------------
                                               Authorized Signature

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

                                     --------------------------------------
                                                    Print Name

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

                                     --------------------------------------
                                                      Title
DATED: ______, 20______

                          PARTICIPATING EMPLOYERS
                          -----------------------

The undersigned hereby adopts the Plan and Trust.

      Name of Employer

1.  ______                         Authorized
   ___________________________     Signature:  ______________________________
                                   Print
                                   Name:       ______________________________
                                   Title:
                                   Date:       ______________________________
2.  ______                         Authorized
   ___________________________     Signature:  ______________________________
                                   Print
                                   Name:       ______________________________
                                   Title:
                                   Date:       ______________________________
3.  ______                         Authorized
   ___________________________     Signature:  ______________________________
                                   Print
                                   Name:       ______________________________
                                   Title:
                                   Date:       ______________________________
4.  ______                         Authorized
   ___________________________     Signature:  ______________________________
                                   Print
                                   Name:       ______________________________
                                   Title:
                                   Date:       ______________________________
5.  ______                         Authorized
   ___________________________     Signature:  ______________________________
                                   Print
                                   Name:       ______________________________
                                   Title:
                                   Date:       ______________________________
6.  ______                         Authorized
   ___________________________     Signature:  ______________________________
                                   Print
                                   Name:       ______________________________
                                   Title:
                                   Date:       ______________________________
7.  ______                         Authorized
   ___________________________     Signature:  ______________________________
                                   Print
                                   Name:       ______________________________
                                   Title:
                                   Date:       ______________________________
8.  ______                         Authorized
   ___________________________     Signature:  ______________________________
                                   Print
                                   Name:       ______________________________
                                   Title:
                                   Date:       ______________________________
9.  ______                         Authorized
   ___________________________     Signature:  ______________________________
                                   Print
                                   Name:       ______________________________
                                   Title:
                                   Date:       ______________________________
10. ______                         Authorized
   ___________________________     Signature:  ______________________________
                                   Print
                                   Name:       ______________________________
                                   Title:
                                   Date:       ______________________________

Only an Affiliate may adopt this Plan. The Plan may only be adopted or
restated pursuant to a duly authorized action evidenced by the above
signature of the person authorized to adopt the Plan on behalf of the
Employer and as permitted by the Primary Employer. By adopting this Plan,
each participating Employer delegates to the Primary Employer the authority
to amend the Plan.

TO BE COMPLETED BY MERRILL LYNCH:
--------------------------------
SPONSOR ACKNOWLEDGMENT:
----------------------
Subject to the terms and conditions of the Prototype Plan and this Adoption
Agreement, Merrill Lynch, Pierce Fenner & Smith Incorporated as the
Prototype Sponsor acknowledges receipt of this Adoption Agreement.

Authorized Signature: _______________________________________

                  MERRILL LYNCH TRUST CO., FSB AS TRUSTEE

TO BE COMPLETED BY MERRILL LYNCH TRUST CO., FSB:
-----------------------------------------------

                           ACCEPTANCE BY TRUSTEE:

The undersigned hereby accept all of the terms, conditions, and obligations
of appointment as Trustee under the Plan, Trust and this Adoption
Agreement. If the Employer has elected a Group Trust in this Adoption
Agreement, the undersigned Trustee(s) shall be the Trustee(s) of the Group
Trust.


SEAL                                     MERRILL LYNCH TRUST CO., FSB

                                         By: _________________________________

                                             _________________________________


DATED: _____, 20____




<PAGE>

         Primary Employer Name: CITADEL BROADCASTING COMPANY
         Plan Name: CITADEL BROADCASTING COMPANY 401(K) RETIREMENT SAVINGS PLAN
         Plan Number: 201438

                                 APPENDIX A
                              GUST AMENDMENTS

                      (PROFIT SHARING PLAN WITH CODA)

     In accordance with IRS Revenue Procedure 2000-20, the following
sections retroactively conform the Plan's terms to its actual operation
during the remedial amendment period for the Small Business Job Protection
Act of 1996, the Uruguay Round Agreements Act, the Taxpayer Relief Act of
1997, the Internal Revenue Service Restructuring and Reform Act of 1998,
and the Uniformed Services Employment and Reemployment Rights Act of 1994.
The signature of the Primary Employer in this Adoption Agreement shall
apply to this Appendix A if the Primary Employer is restating its plan to
comply with Revenue Procedure 2000-20.

I.   ADP AND ACP TESTS
     -----------------

     A.   ADP TEST ELECTION. Effective for the indicated Plan Years, for
          purposes of the ADP Test under Section 3.4, the ADP of Nonhighly
          Compensated Employees shall be determined:

 1997     1998     1999     2000     2001     2002
Testing  Testing  Testing  Testing  Testing  Testing
 Year     Year     Year     Year     Year      Year
 ----     ----     ----     ----     ----      ----

 [X]      [X]      [_]      [X]      [_]       [_]    (1) for the current
                                                          Plan Year.

 [_]      [_]      [X]      [_]      [X]       [X]    (2) for the immediately
                                                          preceding Plan Year.

     B.   ACP TEST ELECTION. Effective for the indicated Plan Years, for
          purposes of the ACP Test under Section 3.6, the ACP of Nonhighly
          Compensated Employees shall be determined:

 1997     1998     1999     2000     2001     2002
Testing  Testing  Testing  Testing  Testing  Testing
 Year     Year     Year     Year     Year      Year
 ----     ----     ----     ----     ----      ----

 [X]      [X]      [_]      [X]      [_]       [_]    (1) for the current
                                                          Plan Year.

 [_]      [_]      [X]      [_]      [X]       [X]    (2) for the immediately
                                                          preceding Plan Year.

     C.   FIRST PLAN YEAR

          (1)  ADP (do not complete if Plan used the current year testing
               method for such year). If this Plan is not a successor plan,
               then for _____ [INSERT FIRST PLAN YEAR], the first Plan Year
               this Plan permitted any Participant to make Pre-Tax
               Contributions, the ADP used in the ADP Test for Participants
               who are Nonhighly Compensated Employees shall be (select
               one): [_](a) 3%.

               [_](b) such first Plan Year's ADP.

          (2)  ACP (do not complete if Plan used current year testing
               method for such year). If this Plan is not a successor plan,
               then for the first Plan Year this Plan provided for Employee
               After-Tax Contributions and/or Matching Contributions, _____
               [INSERT SUCH PLAN YEAR], the ACP used for Participants who
               are Nonhighly Compensated Employees shall be (select one):

               [_](a) 3%.
               [_](b) such first Plan Year's ACP.

NOTES:  (1) THE PLAN MUST USE THE SAME TESTING METHOD FOR BOTH THE ADP TEST AND
            THE ACP TEST IN ANY PLAN YEAR BEGINNING ON OR AFTER THE DATE THE
            EMPLOYER ADOPTS THE RESTATED PLAN.

        (2) PLANS USING THE CURRENT YEAR TESTING METHOD FOR THE 1997 TO 2001
            TESTING YEARS (OR SUCH LATER DATE AS PERMITTED BY THE INTERNAL
            REVENUE SERVICE) COULD CHANGE TO THE PRIOR YEAR TESTING METHOD
            WITHOUT IRS APPROVAL.

        (3) IF THE PLAN USES THE CURRENT YEAR TESTING METHOD FOR A TESTING YEAR
            IT MAY NOT BE PERMISSIVELY AGGREGATED UNDER TREAS. REG. SECTION
            1.410(B)-7(D) WITH A PLAN THAT USES THE PRIOR YEAR TESTING METHOD
            FOR THAT TESTING YEAR.

II.  HIGHLY COMPENSATED EMPLOYEES
     ----------------------------

     A.   TOP-PAID GROUP ELECTION. Effective for the indicated Plan Years, the
          determination of Highly Compensated Employees (other than 5% owners)
          for a year shall be:


 1997      1998      1999       2000      2001      2002
 Deter-    Deter-    Deter-    Deter-    Deter-    Deter-
mination  mination  Mination  mination  Mination  mination
  Year      Year      Year      Year      Year      Year
  ----      ----      ----      ----      ----      ----

  [_]        [_]       [_]       [_]       [_]       [_]  (1) limited to
                                                              Employees in the
                                                              top-paid 20% of
                                                              the Employees for
                                                              such year.

  [X]        [X]       [X]       [X]       [X]       [X]  (2) made without
                                                              regard to whether
                                                              an Employee was in
                                                              the top-paid 20%
                                                              of the Employees
                                                              for such year.

     B.   CALENDAR YEAR DATA ELECTION. (Complete only if the Plan Year is
          not the calendar year.) Effective for the indicated Plan Years,
          for purposes of determining Highly Compensated Employees (other
          than 5% owners), a calendar year election is made as follows:

 1997          1998          1999           2000          2001          2002
 Deter-        Deter-        Deter-        Deter-        Deter-        Deter-
mination      mination      mination      mination      mination      mination
  Year          Year          Year          Year          Year          Year
  ----          ----          ----          ----          ----          ----

  [_]            [_]           [_]           [_]           [_]           [_]

          Note: The effect of a calendar year data election is that the
          look-back year is the calendar year beginning with or within the
          look-back year. Generally, a top-paid group election must apply
          consistently to the determination years of all plans of the
          Employer that begin with or within the same calendar year. A
          calendar year data election also must apply consistently to the
          determination years of all of the Employer's plans that begin
          within the same calendar year. However, the consistency
          requirement does not apply to determination years beginning with
          or within the 1997 calendar year. In addition, for determination
          years beginning on or after January 1, 1998, and before January
          1, 2000, satisfaction of the consistency requirement is
          determined without regard to non-retirement plans of the
          Employer.


III. REQUIRED MINIMUM DISTRIBUTIONS
     ------------------------------

     A.   Due to the Small Business Job Protection Act amendment to the
          "required beginning date" under Code Section 401(a)(9), actively
          employed Participants (other than 5% owners) who attained age 70
          1/2 prior to 1996 or, if later, January 1, _____ (select as
          applicable):

          [X](1) were given the election either not to receive or to cease
                 receiving mandatory in-service minimum distributions. If
                 any such Participant failed to make such an election,
                 mandatory minimum distributions were made until the
                 Participant made an election to cease those distributions
                 [or the Primary Employer elected to make in-service
                 distributions available on a voluntary basis]. This
                 election was effective JANUARY 1, 1997.

          [_](2) were automatically not required to receive mandatory
                 in-service minimum distributions. This election was
                 effective _____, ______.

          [_](3) continued to be required to receive mandatory in-service
                 minimum distributions through the adoption of this
                 document.

     B.   Due to the Small Business Job Protection Act amendment to the
          "required beginning date" under Code Section 401(a)(9), actively
          employed Participants (other than 5% owners) who attain age 70
          1/2 on or after the date elected in A. above (select as
          applicable):

          [_](1) are given the election not to receive mandatory in-service
                 minimum distributions. If any such Participant fails to
                 make such an election, mandatory minimum distributions are
                 made until the Participant makes an election to cease
                 those distributions [or the Primary Employer elects to
                 make in-service distributions available on a voluntary
                 basis]. This election was effective ____, ____.

          [X](2) are automatically not required to receive mandatory
                 in-service minimum distributions. This election was
                 effective JANUARY 1, 2002.

          [_](3) continued to be required to receive mandatory in-service
                 minimum distributions through the adoption of this
                 document.

     C.   The Plan made available to all Participants voluntary in-service
          distributions at or after attainment of age 701/2effective:

          [_](1) for all calendar years after 1996.

          [_](2) for all calendar years after _____.

          [X](3) Not applicable. (There is already an in-service
                 distribution provision in the Plan.)

     D.   For any eligible Participant who was already receiving required
          minimum distributions but elected to stop distributions and
          recommence upon separation of service (select one):

          [X](1) there is a new annuity starting date upon re-commencement.
                 This allows these Participants to defer receiving required
                 minimum distributions until the April 1 following the
                 December 31st of the year of separation of service.

          [_](2) there is no new annuity starting date upon
                 re-commencement. This requires these Participants to
                 receive their required minimum distribution by December
                 31st of the year of separation of service.

          [_](3) a new annuity starting date is not applicable, as the Plan
                 did not allow payments to cease.

     E.   Effective Date of Adoption of Model Amendment (select one):

          Select the calendar year for which the Plan will apply the
          minimum distribution requirements of Section 401(a)(9) of the
          Code in accordance with the regulations under Section 401(a)(9)
          that were proposed on January 17, 2001. Note that 2001 is the
          only year for which the proposed regulations may be effective on
          a day other than January 1:

          [_](1) ______, 2001.

          [X](2) January 1, 2002.

IV.  SAFE HARBOR CODA OPTION
     -----------------------

     A.   The Safe Harbor CODA provisions of Section 3.16 shall (select all
          that apply):

          [_](1) apply for the 1999 Plan Year.

          [_](2) apply for the 2000 Plan Year.

          [_](3) apply for the 2001 Plan Year.

          [_](4) apply for the 2002 Plan Year.

          [X](5) not apply.

     B.   ADP/ACP TEST SAFE HARBOR CONTRIBUTIONS. In lieu of the Safe
          Harbor Matching Contributions described in Section 3.16.4(A) of
          the Plan, the Employer made the following contributions for the
          Plan Year (select all that apply):

          [_](1) 1999 Enhanced Matching Contributions. For the 1999 Plan
                 Year, the Employer made Matching Contributions to the
                 Account of each Eligible Participant in an amount equal
                 to:

                 ____% of the first ____% of the Eligible Participant's
                 Compensation contributed as Pre-Tax Contributions, ____%
                 of the next ____% of the Eligible Participant's
                 Compensation contributed as Pre-Tax Contributions, and
                 ____% of the next ____% of the Eligible Participant's
                 Compensation contributed as Pre-Tax Contributions.

          [_](2) 1999 Safe Harbor Nonelective Contributions. For the 1999
                 Plan Year, the Employer made a Safe Harbor Nonelective
                 Contribution to the Account of each Eligible Participant
                 in an amount equal to ____% (at least 3%) of the Eligible
                 Participant's Compensation for the Plan Year.

          [_](3) For the 1999 Plan Year, the ADP Test Safe Harbor
                 Contributions were made to the following Defined
                 Contribution Plan of the Employer: ____.

          NOTE:  THIS OPTION MAY BE SELECTED ONLY IF THIS PLAN IS A
                 NONSTANDARDIZED PLAN OR A PLAN THAT IS PAIRED WITH THE OTHER
                 DEFINED CONTRIBUTION PLAN.

          [_](4) 2000 Enhanced Matching Contributions. For the 2000 Plan
                 Year, the Employer made Matching Contributions to the
                 Account of each Eligible Participant in an amount equal
                 to:

                 ____% of the first ____% of the Eligible Participant's
                 Compensation contributed as Pre-Tax Contributions, ____%
                 of the next ____% of the Eligible Participant's
                 Compensation contributed as Pre-Tax Contributions, and
                 ____% of the next ____% of the Eligible Participant's
                 Compensation contributed as Pre-Tax Contributions.

          [_](5) 2000 Safe Harbor Nonelective Contributions. For the 2000
                 Plan Year, the Employer made a Safe Harbor Nonelective
                 Contribution to the Account of each Eligible Participant
                 in an amount equal to ____% (at least 3%) of the Eligible
                 Participant's Compensation for the Plan Year.

          [_](6) For the 2000 Plan Year, the ADP Test Safe Harbor
                 Contributions were made to the following Defined
                 Contribution Plan of the Employer: ____.

          NOTE:  THIS OPTION MAY BE SELECTED ONLY IF THIS PLAN IS A
                 NONSTANDARDIZED PLAN OR A PLAN THAT IS PAIRED WITH THE
                 OTHER DEFINED CONTRIBUTION PLAN.

          [_](7) 2001 Enhanced Matching Contributions. For the 2001 Plan
                 Year, the Employer made Matching Contributions to the
                 Account of each Eligible Participant in an amount equal
                 to:

                 ____% of the first ____% of the Eligible Participant's
                 Compensation contributed as Pre-Tax Contributions, ____%
                 of the next ____% of the Eligible Participant's
                 Compensation contributed as Pre-Tax Contributions, and
                 ____% of the next ____% of the Eligible Participant's
                 Compensation contributed as Pre-Tax Contributions.

          [_](8) 2001 Safe Harbor Nonelective Contributions. For the 2001
                 Plan Year, the Employer made a Safe Harbor Nonelective
                 Contribution to the Account of each Eligible Participant
                 in an amount equal to ___% (at least 3%) of the Eligible
                 Participant's Compensation for the Plan Year.

          [_](9) For the 2001 Plan Year, the ADP Test Safe Harbor
                 Contributions were made to the following Defined
                 Contribution Plan of the Employer: ____.

          NOTE:  THIS OPTION MAY BE SELECTED ONLY IF THIS PLAN IS A
                 NONSTANDARDIZED PLAN OR A PLAN THAT IS PAIRED WITH THE
                 OTHER DEFINED CONTRIBUTION PLAN.

         [_](10) 2002 Enhanced Matching Contributions. For the 2002 Plan Year,
                 the Employer made Matching Contributions to the Account of each
                 Eligible Participant in an amount equal to:

                 ____% of the first ____% of the Eligible Participant's
                 Compensation contributed as Pre-Tax Contributions, ____%
                 of the next ____% of the Eligible Participant's
                 Compensation contributed as Pre-Tax Contributions, and
                 ____% of the next ____% of the Eligible Participant's
                 Compensation contributed as Pre-Tax Contributions.

         [_](11) 2002 Safe Harbor Nonelective Contributions. For the 2002 Plan
                 Year, the Employer made a Safe Harbor Nonelective Contribution
                 to the Account of each Eligible Participant in an amount equal
                 to ____% (at least 3%) of the Eligible Participant's
                 Compensation for the Plan Year.

         [_](12) For the 2002 Plan Year, the ADP Test Safe Harbor Contributions
                 were made to the following Defined Contribution Plan of the
                 Employer: _____.

          NOTE:  THIS OPTION MAY BE SELECTED ONLY IF THIS PLAN IS A
                 NONSTANDARDIZED PLAN OR A PLAN THAT IS PAIRED WITH THE
                 OTHER DEFINED CONTRIBUTION PLAN.

     C.   COORDINATION WITH SAFE HARBOR CODA. As provided under Section
          3.16.1(B), and as consistent with IRS Notice 98-52 (or subsequent
          guidance), indicate below which of the following shall be
          disregarded for purposes of satisfying the ACP Test (select all
          that apply, inserting applicable years):

          [_](1) all Matching Contributions for all Eligible Participants
                 (if the requirements of the ACP Test Safe Harbor are
                 satisfied) for Plan Year(s) ____; or

          [_](2) Matching Contributions that do not exceed 4% of each
                 Eligible Participant's Compensation, if permitted under
                 IRS Notice 98-52 (or subsequent guidance) for Plan Year(s)
                 _____.

V.   CASH-OUT OF SMALL AMOUNTS
     -------------------------

     The increase in the cash-out limit described in Sections 5.6.1, 5.6.4,
     6.1.1, and 7.2.5 from $3,500 to $5,000 became effective (select one):

     [X]A.  the first day of the first Plan Year beginning after August 5,
            1997.

     [_]B.  ____, ____ (insert date after the first day of the first Plan
            Year beginning after August 5, 1997).

VI.  CONTRIBUTIONS FOR DISABLED HIGHLY COMPENSATED EMPLOYEES
     -------------------------------------------------------

     Section 3.1.4 applies with respect to Highly Compensated Participants
     effective (select one):

     [_]A.  for Plan Years commencing after December 31, 1996.

     [_]B.  for Plan Years commencing after ____, ____ (insert date after
            December 31, 1996).

VII. ELIGIBLE ROLLOVER DISTRIBUTION
     ------------------------------

     For purposes of Section 6.4, an Eligible Rollover Distribution does
     not include any hardship distribution described in Section
     401(k)(2)(B)(i)(IV) received after (select one):

     [X]A. December 31, 1998.

     [_]B. ____, 1999 (insert a date after December 31, 1998, but before
     January 1, 2000, as permitted under IRS Notice 99-5).


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                 APPENDIX B: PREVAILING WAGE CONTRIBUTIONS


Appendix to the _____ Plan pursuant to Article 3.15 of the Plan;



               Prevailing Wage Contributions Appendix to the
                                 _____ Plan


Pursuant to Article 3.15 of the Base Plan Document #03, effective, ____
(INSERT EFFECTIVE DATE) the Employer will make Prevailing Wage
Contributions on behalf of: ____ (INSERT ELIGIBLE GROUP). The amount of the
Prevailing Wage Contribution shall be in the amount of $____ (INSERT DOLLAR
AMOUNT) per hour that such Employee is credited with an Hour of Service on
such project.


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                APPENDIX C: COLLECTIVELY BARGAINED EMPLOYEES

Appendix to the _____ Plan pursuant to Article 3.1.9 of the Plan;



              Collectively Bargained Employees Appendix to the
                                 _____ Plan


Pursuant to Article 3.1.9 of the Base Plan Document #03, notwithstanding
any provision of the Plan to the contrary, for contributions made under the
Plan on behalf of Employees covered by a collective bargaining agreement
where Plan benefits were the subject of good faith bargaining, the
provisions of the Plan as otherwise reflected in the Plan and the Adoption
Agreement shall apply to all such Employees, unless otherwise specified
below effective ______.


<PAGE>



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                    APPENDIX D: PARTICIPATING EMPLOYERS

                       Participating Employers of the
                                _____ Plan

List participating Employers here.

_____
_____
_____
_____
_____
_____
_____
_____
_____
_____
_____
_____
_____
_____
_____
_____
_____
_____
_____
_____
_____
_____
_____
_____
_____
_____
_____

<PAGE>

                        APPENDIX E: EGTRRA AMENDMENT


This amendment of the Plan is adopted to reflect certain provisions of the
Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA"). This
amendment is intended as good faith compliance with the requirements of
EGTRRA and is to be construed in accordance with EGTRRA and guidance issued
thereunder. This amendment shall supersede the provisions of the Plan to
the extent those provisions are inconsistent with the provisions of this
amendment.


I.   GENERAL EFFECTIVE DATE
     ----------------------

     The general effective date of this Appendix E shall be (select one):

          [X](A) as of the first day of the first Plan Year (or Limitation
                 Year) beginning after December 31, 2001, except as
                 otherwise provided in the following sections of this
                 Appendix E.

          [_](B) as of the later of the first day of the first Plan Year
                 (or Limitation Year) beginning after December 31, 2001,
                 except as otherwise provided in the following sections of
                 this Appendix E or the date the Primary Employer has
                 adopted this Prototype Plan.


II.  INCREASE IN COMPENSATION LIMIT
     ------------------------------

     FOR ANY PLAN YEAR BEGINNING AFTER DECEMBER 31, 2001, FOR PURPOSES OF
     SECTION 1.21, THE ANNUAL COMPENSATION OF EACH PARTICIPANT TAKEN INTO
     ACCOUNT IN DETERMINING ALLOCATIONS SHALL NOT EXCEED $200,000, AS
     ADJUSTED FOR COST-OF-LIVING INCREASES IN ACCORDANCE WITH CODE SECTION
     401(A)(17)(B). ANNUAL COMPENSATION MEANS COMPENSATION DURING THE PLAN
     YEAR OR SUCH OTHER CONSECUTIVE 12-MONTH PERIOD OVER WHICH COMPENSATION
     IS OTHERWISE DETERMINED UNDER THE PLAN (THE DETERMINATION PERIOD). THE
     COST-OF-LIVING ADJUSTMENT IN EFFECT FOR A CALENDAR YEAR APPLIES TO
     ANNUAL COMPENSATION FOR THE DETERMINATION PERIOD THAT BEGINS WITH OR
     WITHIN SUCH CALENDAR YEAR.

III. ROLLOVERS FROM OTHER PLANS AND IRAS
     -----------------------------------

     For purposes of Section 3.3, effective for eligible rollover
     distributions made on or after 01/01/2002 (enter a date no earlier
     than January 1, 2002), if provided by the Primary Employer as elected
     below, in addition to distributions from a qualified plan described in
     Code Section 401(a) or 403(a) that are otherwise includible in gross
     income or a Conduit IRA containing these assets, the Plan will accept
     Participant Rollover Contributions (including direct Rollover
     Contributions in accordance with Code Section 401(a)(31)), subject to
     the Plan Administrator's determination that such amounts meet the
     requirements for Rollover Contributions, of the following amounts from
     the following types of plans and IRAs (Check applicable boxes):

     [_](A) Employee after-tax contributions from a qualified plan
            described in Code Section 401(a) or 403(a), provided that such
            amounts are transferred in a direct trustee-to-trustee transfer
            described in Code Section 402(c)(2)(A).

     [_](B) Distributions from an annuity contract described in Code
            Section 403(b) that are otherwise includible in gross income.

     [_](C) Distributions from an eligible plan under Code Section 457(b)
            which is maintained by a state, political subdivision of a
            state, or any agency or instrumentality of a state or political
            subdivision of a state, that are otherwise includible in gross
            income.

     [_](D) Distributions from an individual retirement account or annuity
            described in Code Section 408(a) or (b) that are otherwise
            includible in gross income (including distributions from
            individual retirement accounts described in Code Section 408(k)
            ("SEP")).

     [_](E) Distributions from a simple retirement account described in
            Code Section 408(p) that are eligible to be rolled over and are
            made after the 2-year period beginning on the date such
            individual first participated in such simple retirement account
            that are otherwise includible in gross income.


IV.  CATCH-UP CONTRIBUTIONS
     ----------------------

     If elected by the Primary Employer below, all Employees who are
     eligible to make Pre-Tax Contributions under this Plan and who have
     attained age 50 before the end of the calendar year shall be eligible
     to make catch-up contributions in accordance with, and subject to the
     limitations of, Code Section 414(v) and any guidance issued thereunder
     by the Internal Revenue Service. Such catch-up contributions shall not
     be taken into account for purposes of the provisions of the Plan
     implementing the required limitations of Code Sections 402(g) and 415.
     The Plan shall not be treated as failing to satisfy the provisions of
     the Plan implementing the requirements of Code Section 401(k)(3),
     401(k)(11), 401(k)(12), 410(b), or 416, as applicable, by reason of
     the making of such catch-up contributions.

     Catch-up contributions:  (select one)

     [X](A) shall apply to contributions on or after 01/01/2002. (Enter
            January 1, 2002 or, if later, enter date.)

     [_](B) shall not apply.

        If IV(A) above is selected, amounts that are contributed
        as catch-up contributions shall be taken into account
        as Pre-Tax Contributions in determining the amount of
        Matching Contributions to which a Participant is otherwise
        entitled under Plan Section 3.5 and the Adoption Agreement.


V.   REPEAL OF MULTIPLE USE TEST
     ---------------------------

     FOR PLAN YEARS BEGINNING AFTER DECEMBER 31, 2001, THE MULTIPLE USE
     TEST DESCRIBED IN TREASURY REGULATION SECTION 1.401(M)-2 AND SECTION
     3.6(C) SHALL NOT APPLY.


VI.  LIMITATIONS ON CONTRIBUTIONS
     ----------------------------

     Effective for Limitation Years beginning after December 31, 2001, for
     purposes of Section 3.9, the maximum Annual Addition that may be
     contributed or allocated to a Participant's Account under the Plan for
     any Limitation Year shall not exceed the lesser of:

          (A) $40,000, as adjusted for increases in the cost-of-living
          under Code Section 415(d), or

          (B) 100 PERCENT OF THE PARTICIPANT'S LIMITATION COMPENSATION FOR
          THE LIMITATION YEAR. THE COMPENSATION LIMIT REFERRED TO IN THE
          PREVIOUS SENTENCE SHALL NOT APPLY TO ANY CONTRIBUTION FOR MEDICAL
          BENEFITS AFTER SEPARATION FROM SERVICE (WITHIN THE MEANING OF
          CODE SECTION 401(H) OR 419A(F)(2)) WHICH IS OTHERWISE TREATED AS
          AN ANNUAL ADDITION.


VII. VESTING OF MATCHING CONTRIBUTIONS
     ---------------------------------

     A.   Applicability. An amendment to change the vesting schedule for
          Matching Contributions under EGTRRA: (select one)

          [X](1) is not required.

          [_](2) is required, effective for Plan Years beginning after
                 December 31, 2001, with respect to Matching Contributions
                 as indicated in Section VII.D. below.

     B.   Effective Date for Vesting of Matching Contributions. If a
          vesting schedule is selected in VII.A.(2) above, the new vesting
          schedule:

          (1) for Active Participants (select one):

              [_](a) shall apply to Matching Contributions allocated for
                     Plan Years beginning after December 31, 2001.

              [_](b) shall apply to all Matching Contributions, including
                     Matching Contributions accrued prior to the Plan Year
                     beginning after December 31, 2001.

              [X](c) shall not be applicable because VII.A.(1) is selected
                     above.

          (2) for Inactive Participants (select one):

              [_](a) shall not apply to Matching Contributions allocated
                     or accrued in Plan Years beginning before or after
                     December 31, 2001.

              [_](b) shall apply to all Matching Contributions, including
                     Matching Contributions allocated or accrued in Plan
                     Years beginning before the Plan Year beginning after
                     December 31, 2001.

              [X](c) shall not be applicable because VII.A.(1) is selected
                     above.


     C.   Affect of Change in Vesting Schedule. If the vesting schedule for
          Matching Contributions is amended by completing Section VII.D.
          below, the provisions of Section 11.1.4 of the Plan shall apply.

     D.   Vesting Schedule for Matching Contributions.
          -------------------------------------------

          A Participant shall have a vested percentage in his or her
          Matching Contributions, if applicable, in accordance with the
          following schedule (select one):

          [_](1) 100% vesting immediately upon participation.

          [_](2) 100% after ____ (not more than 3) years of Vesting Service.

          [_](3) Graded vesting schedule: %
                 _____%        Immediately upon participation;

                 _____%        After 1 year of Vesting Service;

                 _____%        (not less than 20%) after 2 years of
                               Vesting Service;

                 _____%        (not less than 40%) after 3 years of
                               Vesting Service;

                 _____%        (not less than 60%) after 4 years of
                               Vesting Service;

                 _____%        (not less than 80%) after 5 years of
                               Vesting Service;

                 100% after 6 years of Vesting Service.

          [X](4) shall not be applicable because VII.A.(1) is selected
                 above.


VIII. MODIFICATION OF TOP-HEAVY LIMIT
      -------------------------------

     A.   Effective date. For Plan Years beginning after December 31, 2001,
          this section shall apply for purposes of determining whether the
          Plan is a Top-Heavy Plan under Code Section 416(g) and Section
          4.4 and whether the Plan satisfies the minimum benefits
          requirements of Code Section 416(c) for such years.

     B.   Determination of top-heavy status
          ---------------------------------

          (1) Key Employee. For purposes of Section 1.56, Key Employee
          means any Employee or former Employee (including any deceased
          Employee) who at any time during the Plan Year that includes the
          Determination Date was an officer of the Primary Employer or
          Affiliate having annual Compensation greater than $130,000 (as
          adjusted under Code Section 416(i)(1) for Plan Years beginning
          after December 31, 2002), a 5-percent owner of the Primary
          Employer or Affiliate, or a 1-percent owner of the Primary
          Employer or Affiliate having annual Compensation of more than
          $150,000. For this purpose, annual Compensation means Limitation
          Compensation within the meaning of Plan Section 3.3.9.1(H) (which
          is compensation within the meaning of Code Section 415(c)(3)).
          The determination of who is a Key Employee will be made in
          accordance with Code Section 416(i)(1) and the applicable
          regulations and other guidance of general applicability issued
          thereunder.

          (2) Determination of present values and amounts. This Section
          VIII.B.2 shall apply for purposes of determining the present
          values of accrued benefits and the amounts of Account Balances of
          Employees as of the Determination Date and shall modify the
          applicable provisions of Section 4.4.1 of the Plan.

               (a) Distributions during last year before Determination
               Date. The present values of accrued benefits and the amounts
               of Account Balances of an Employee as of the Determination
               Date shall be increased by the distributions made with
               respect to the Employee under the Plan and any plan
               aggregated with the Plan under Code Section 416(g)(2) during
               the 1-year period ending on the Determination Date. The
               preceding sentence shall also apply to distributions under a
               terminated plan which, had it not been terminated, would
               have been aggregated with the Plan under Code Section
               416(g)(2)(A)(i). In the case of any distribution made for a
               reason other than separation from service, death, or
               disability, a "1-year period" shall be substituted for the
               "5-year period"

               (b) Employees not performing services during year ending on
               the Determination Date. The accrued benefits and accounts of
               any individual who has not performed services for the
               Primary Employer or Affiliate during the 1-year period
               ending on the Determination Date shall not be taken into
               account.

     C.   Minimum allocations
          -------------------

          Matching Contributions. Matching Contributions shall be taken
          into account for purposes of satisfying the minimum contribution
          requirements of Code Section 416(c)(2) and Section 4.4.3 of the
          Plan. The preceding sentence shall apply with respect to Matching
          Contributions under the Plan or, if the Plan provides that the
          minimum contribution requirement shall be met in another plan,
          such other plan. Matching Contributions that are used to satisfy
          the minimum contribution requirements shall be treated as
          matching contributions for purposes of the actual contribution
          percentage test and other requirements of Code Section 401(m).

     D.   Top-Heavy Safe Harbor Plans
          ---------------------------

          For any year beginning after December 31, 2001, the top-heavy
          requirements of Code Section 416 and Section 4.4 shall not apply
          in any year in which the Plan consists solely of a cash or
          deferred arrangement which meets the requirements of Code Section
          401(k)(12) and Matching Contributions with respect to which the
          requirements of Code Section 401(m)(11) are met. (Such a plan is
          referred to as a "safe harbor" 401(k) plan which is deemed to
          satisfy the special nondiscrimination tests for 401(k) plans if
          the plan satisfies certain minimum contribution requirements and
          a notice requirement.)


IX.  ROLLOVERS DISREGARDED IN INVOLUNTARY CASH-OUTS
     ----------------------------------------------

     A.   Rollovers disregarded in determining value of Account Balance for
          -----------------------------------------------------------------
          involuntary distributions.
          -------------------------
          The Primary Employer shall exclude Rollover Contributions in
          determining the value of the Participant's nonforfeitable Account
          Balance for purposes of the Plan's involuntary cash-out rules.
          For purposes of Section 5.6.1, the value of a Participant's
          nonforfeitable Account Balance shall be determined without regard
          to that portion of the Account Balance that is attributable to
          Rollover Contributions (and earnings allocable thereto) within
          the meaning of Code Sections 402(c), 403(a)(4), 403(b)(8),
          408(d)(3)(A)(ii), and 457(e)(16). If the value of the
          Participant's nonforfeitable Account Balance as so determined is
          $5,000 or less, the Plan shall immediately distribute the
          Participant's entire nonforfeitable Account Balance.

     B.   THIS SECTION IX SHALL APPLY EFFECTIVE JANUARY 1, 2002, UNLESS A
          LATER EFFECTIVE DATE IS INDICATED IN C. BELOW.

     C.   IF THIS PLAN IS RESTATED ON TO THE MERRILL LYNCH PROTOTYPE ON OR
          AFTER JANUARY 1, 2002 OR IS ORIGINALLY ADOPTED ON OR AFTER
          JANUARY 1, 2002, ENTER THE DATE AS OF WHICH ROLLOVER
          CONTRIBUTIONS ARE DISREGARDED IN DETERMINING THE VALUE OF A
          PARTICIPANT'S ACCOUNT BALANCE WITH RESPECT TO INVOLUNTARY
          DISTRIBUTIONS: ____ (NO EARLIER THAN JANUARY 1, 2002 AND NO LATER
          THAN THE DATE THE PLAN RESTATED ONTO THE MERRILL LYNCH PROTOTYPE).

X.   PLAN LOANS FOR OWNER-EMPLOYEES AND SHAREHOLDER EMPLOYEES
     --------------------------------------------------------

     For loans made after December 31, 2001, for purposes of Section 5.8.4,
     Plan provisions prohibiting loans to any Owner-Employee or
     shareholder-employee shall cease to apply.

XI.  SUSPENSION PERIOD FOLLOWING HARDSHIP DISTRIBUTIONS
     --------------------------------------------------

     A.   For purposes of Section 5.9.3(C), a Participant who receives a
          distribution of Pre-Tax Contributions after December 31, 2001, on
          account of hardship shall be prohibited from making Pre-Tax
          Contributions and Employee After-Tax Contributions under this and
          all other plans of the Primary Employer and Affiliates for 6
          months after receipt of the distribution.

     B.   Effective January 1, 2002, or ____, if later a Participant who
          received a distribution of Pre-Tax Contributions from this Plan
          in calendar year 2001 on account of hardship shall be prohibited
          from making Pre-Tax Contributions and Employee After-Tax
          Contributions under this Plan and all other plans of the Primary
          Employer and Affiliates (select one):

          [X](1) for 12 (no fewer than 6 nor more than 12, with 6 as the
                 default) months after receipt of the distribution or until
                 January 1, 2002, if later.

          [_](2) for the period specified in the provisions of the Plan
                 relating to suspension of Pre-Tax Contributions that were
                 in effect prior to this amendment.

          [_](3) N/A.

     C.   If this Plan is restated on to the Merrill Lynch prototype after
          January 1, 2002, a Participant who received a distribution of
          pre-tax contributions on account of hardship on or after ____ (enter
          a date no earlier than January 1, 2002, but prior to the effective
          date of adoption or restatement of the Merrill Lynch Prototype)
          shall continue to be prohibited from making Pre-Tax Contributions
          and Employee After-Tax Contributions under this and all other
          plans of the Primary Employer and Affiliates (select one):

          [_](1) for ____ months (no fewer than 6 nor more than 12) after the
                 receipt of the distribution or ____, if later. (Enter the date
                 the suspension period was changed. It should be a date no
                 earlier than January 1, 2002, but no later than the
                 effective date of adoption or restatement of the Merrill
                 Lynch Prototype.)

          [_](2) for the period otherwise specified in the provisions of
                 the plan relating to suspension of pre-tax contributions
                 that were in effect prior to this adoption or restatement
                 of this Plan.

          [X](3) N/A.

     D.   For calendar years beginning after December 31, 2001, the
          post-hardship contribution limit contained in Section 5.9.3(D) is
          eliminated for participants who receive a hardship distribution
          after December 31, 2000.

XII. DIRECT ROLLOVERS OF PLAN DISTRIBUTIONS
     --------------------------------------

     Effective for distributions made after the later of the adoption of
     the Merrill Lynch prototype or December 31, 2001:

     A.   Modification of the definition of Eligible Retirement Plan. For
          purposes of the direct rollover provisions in Section 6.4, the
          definition of an Eligible Retirement Plan as provided in Section
          1.33 shall also mean the following, an annuity contract described
          in Code Section 403(b) and an eligible plan under Code Section
          457(b) which is maintained by a state, political subdivision of a
          state, or any agency or instrumentality of a state or political
          subdivision of a state and which agrees to separately account for
          amounts transferred into such plan from this Plan. The definition
          of Eligible Retirement Plan shall also apply in the case of a
          distribution to a Surviving Spouse, or to a Spouse or former
          Spouse who is the alternate payee under a qualified domestic
          relation order, as defined in Code Section 414(p).

     B.   Modification of the definition of Eligible Rollover Distribution
          to exclude hardship distributions. For purposes of the direct
          rollover provisions in Section 6.4, any amount that is
          distributed on account of hardship shall not be included in the
          definition of an Eligible Rollover Distribution under Section
          1.34 and the distributee may not elect to have any portion of
          such a distribution paid directly to an Eligible Retirement Plan.

     C.   Modification of the definition of Eligible Rollover Distribution
          to include Employee After-Tax Contributions. For purposes of the
          direct rollover provisions in Section 6.4 and the definition of
          an Eligible Rollover Distribution under Section 1.34, a portion
          of a distribution shall not fail to be an Eligible Rollover
          Distribution merely because the portion consists of Employee
          After-Tax Contributions which are not includible in gross income.
          However, such portion may be transferred only to an individual
          retirement account or annuity described in Code Section 408(a) or
          (b), or to a qualified defined contribution plan described in
          Code Section 401(a) or 403(a) that agrees to separately account
          for amounts so transferred, including separately accounting for
          the portion of such distribution which is includible in gross
          income and the portion of such distribution which is not so
          includible.



Signed this __________ day of ___________________, 20_____




By: ___________________________________________________________________
           Signature and Title                  Print Name and Title


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                                 APPENDIX F

                MONEY PURCHASE PENSION PLAN MERGER APPENDIX

The provisions of this Appendix F shall apply to the portion of a
Participant's Account that is attributable to the amount transferred from a
money purchase pension plan (the "Transferor Plan") as a result of an
amendment of the Transferor Plan and merger of the Transferor Plan with
this Plan. Furthermore, as a result of such merger, no further money
purchase pension plan contributions shall be made. (Nonelective employer
contributions shall be made only if and to the extent otherwise provided in
the Adoption Agreement.) All amounts attributable to the Transferor Plan
(including earnings and losses thereon) shall be separately accounted for
under this Plan and subject to the further provisions of this Appendix F.

I.   VESTING

     A.   A Participant shall have a vested percentage in his or her
          Account attributable to amounts transferred from the Transferor
          Plan, if applicable, in accordance with the following (select
          one):

          [_](1) 100% vesting immediately upon the effective date of the
                 merger of the Transferor Plan with this Plan.

          [_](2) the Transferor Plan's vesting schedule, which, immediately
                 prior to the effective date of the merger, was as follows:

                 [_]            (a) 100% after ____ (not more than 5) years of
                                    Vesting Service.

                 [_]            (b) graded vesting schedule:
                _____%              immediately upon participation;
                _____%              after 1 year of Vesting Service;
                _____%              after 2 years of Vesting Service;
                _____%              after 3 years of Vesting Service;
                _____%              after 4 years of Vesting Service;
                _____%              after 5 years of Vesting Service;
                _____%              after 6 years of Vesting Service;
                  100% after 7 years of Vesting Service.

          [_](3) the Plan's Profit Sharing Contribution vesting schedule,
                 as specified in Article IX of the Adoption Agreement.

          [_](4) the Plan's Matching Contribution vesting schedule, as
                 specified in Article IX of the Adoption Agreement.

          NOTE: IF THE VESTING SCHEDULE APPLICABLE TO THE AMOUNTS
          ATTRIBUTABLE TO THE TRANSFEROR PLAN IS AMENDED DUE TO COMPLETION
          OF THIS SECTION I., THE PROVISIONS OF SECTION 11.1.4 OF THE PLAN
          SHALL APPLY.

<PAGE>
                    THIS PAGE INTENTIONALLY LEFT BLANK

B.   Early Retirement.

     (1)  Under the Transferor Plan, upon reaching early retirement age, a
          Participant was (select one):

          [_](a) 100% vested.

          [_](b) was not 100% vested.

     (2)  If B.(1)(a) above is elected, under the Transferor Plan, early
          retirement age meant (select one):

          [_](a) attained age ____.

          [_](b) attained age ____ and completed ____ Years of Service.

          [_](c) attained age ____ and completed ____ Years of Service as a
                 Participant.

     (3)  If I.B.(1)(a) above is elected and the Plan does not otherwise
          provide for 100% vesting upon attainment of early retirement age
          or the age and service requirements under the Plan for early
          retirement are less favorable to Participants than under the
          Transferor Plan, a Participant with at least three years of
          vesting service under the Transferor Plan on the effective date
          of the merger shall become 100% vested in the amount of the
          Participant's Account attributable to the Transferor Plan upon
          attainment of the early retirement age and service requirements
          specified in I.B.(2) above.

     C.   Normal Retirement Age

     (1)  Normal Retirement Age under the Transferor Plan was (select one):

          [_](a) attainment of age ____ (not more than 65).

          [_](b) attainment of age____(not more than 65) or the ____
                 anniversary (not more than the 5th) of the first day of
                 the plan year in which the individual became a participant
                 in the Transferor Plan, whichever is later.

     (2)  If the Plan's Normal Retirement Age is less favorable to
          Participants than the normal retirement age under the Transferor
          Plan, the Transferor Plan's definition of normal retirement age
          shall apply to the portion of the Participant's Account
          attributable to the Transferor Plan if the Participant has
          completed at least three years of vesting service under the
          Transferor Plan on the effective date of the merger of the
          Transferor Plan with this Plan.


<PAGE>

                    THIS PAGE INTENTIONALLY LEFT BLANK

II.  FORFEITURES

Any forfeitures attributable to the Transferor Plan after the effective
date of the merger ("Transferor Plan forfeitures") shall be first used to
reduce Employer Profit Sharing Contributions, if the Plan provides for
Profit Sharing Contributions. If the Plan does not provide for Employer
Profit Sharing Contributions, any Transferor Plan forfeitures shall be
first used to reduced the Employer Matching Contributions. Any remaining
Transferor Plan forfeitures shall then be used to reduce the Employer's
Plan administrative costs. Lastly, any remaining Transferor Plan
forfeitures shall be allocated to Participants.

III. ELECTION OF OPTIONAL FORMS/APPLICATION OF JOINT AND SURVIVOR ANNUITY
     OPTIONS

The amount of a Participant's Account attributable to the Transferor Plan
shall be subject to the provisions of Plan Section 6.1.1 and this Plan
shall be treated as a transferee plan (and not as a Non-QJSA Profit Sharing
Plan) solely with respect to that portion of the Participant's Account for
purposes of Code Sections 401(a)(11) and 417 and the regulations
thereunder.

IV.  DISTRIBUTION OPTIONS

     A.   A Participant may not withdraw any portion of his Account
          attributable to amounts transferred from the Transferor Plan
          prior to normal retirement age, as defined in Section I.D. above.

     B.  To the extent any optional form of benefit was available under the
     Transferor Plan and is protected by Code Section 411(d)(6), and the
     regulations issued thereunder, such optional form of benefit shall be
     available with respect to the portion of the Participant's Account
     attributable to the amount from the Transferor Plan as provided in the
     Addendum to this Adoption Agreement.

V.  LOANS

     A.   The portion of a Participant's Account attributable to the amount
          from the Transferor Plan

          [_](1) shall be available for Plan loans in accordance with
                 Section 5.8.

          [_](2) shall not be available for Plan loans.

NOTE: TO THE EXTENT THE PORTION OF A PARTICIPANT'S ACCOUNT FROM THE
TRANSFEROR PLAN IS AVAILABLE FOR A LOAN UNDER PLAN SECTION 5.8, SUCH AMOUNT
SHALL BE SUBJECT TO THE SPOUSAL CONSENT REQUIREMENTS OF PLAN SECTION
5.8.2(C).


<PAGE>

                                 APPENDIX G

                  MINIMUM DISTRIBUTION REQUIREMENTS TO THE
                  MERRILL LYNCH SPECIAL/FLEXIBLE PROTOTYPE
                    DEFINED CONTRIBUTION PLAN AND TRUST



     THIS AMENDMENT TO THE MERRILL LYNCH SPECIAL/FLEXIBLE PROTOTYPE DEFINED
     CONTRIBUTION PLAN AND TRUST (BASE PLAN DOCUMENT # 03) ("THE PLAN") IS
     MADE ON BEHALF OF ALL EMPLOYERS THAT ADOPT THE PLAN AND IS ADOPTED TO
     REFLECT CERTAIN PROVISIONS OF THE FINAL AND TEMPORARY TREASURY
     REGULATIONS RELATING TO SECTION 401(A)(9) OF THE INTERNAL REVENUE
     CODE. THIS AMENDMENT SUPERCEDES THE PROVISIONS OF THE PLAN TO THE
     EXTENT THOSE PROVISIONS ARE INCONSISTENT WITH THE PROVISIONS OF THIS
     AMENDMENT.


                                ARTICLE XIV

MINIMUM DISTRIBUTION REQUIREMENTS

14.1 EFFECTIVE DATE:
     --------------

The provisions of this Article will apply for purposes of determining
required minimum distributions for calendar years beginning with the 2003
calendar year.


14.2 PRECEDENCE:
     ----------

The requirements of this Article will take precedence over any inconsistent
provisions of the Plan or any prior elections made by an Employer in an
Adoption Agreement.

14.3 REQUIREMENTS OF TREASURY REGULATIONS INCORPORATED:
     -------------------------------------------------

All distributions required under this Article will be determined and made
in accordance with the Treasury Regulations under Code ss.401(a)(9).


14.4 TEFRA SECTION 242(B)(2) ELECTIONS:
     ---------------------------------

Notwithstanding the other provisions of this Article, distributions may be
made under a designation made before January 1, 1984, in accordance with
Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act ("TEFRA")
and Plan Section 5.11.5.

14.5 TIME AND MANNER OF DISTRIBUTION:
     -------------------------------

14.5.1 REQUIRED BEGINNING DATE:
       -----------------------

The Participant's entire interest will be distributed, or begin to be
distributed, to the Participant no later than the Participant's Required
Beginning Date.

14.5.2 DEATH OF PARTICIPANT BEFORE DISTRIBUTIONS BEGIN:
       -----------------------------------------------

If the Participant dies before distributions begin, the Participant's
entire interest will be distributed, or begin to be distributed, no later
than as provided in (A) through (D) below, unless an irrevocable election
is made under (E) below.

     (A) If the Participant's Surviving Spouse is the Participant's sole
designated Beneficiary, then distributions to the Surviving Spouse will
begin by December 31 of the calendar year immediately following the
calendar year in which the Participant died, or by December 31 of the
calendar year in which the Participant would have attained age 70 1/2, if
later.

     (B) If the Participant's Surviving Spouse is not the Participant's
sole designated Beneficiary, then distributions to the designated
Beneficiary will begin by December 31 of the calendar year immediately
following the calendar year in which the Participant died.

     (C) If there is no designated Beneficiary as of September 30 of the
year following the year of the Participant's death, the Participant's
entire interest will be distributed by December 31 of the calendar year
containing the fifth anniversary of the Participant's death.

     (D) If the Participant's Surviving Spouse is the Participant's sole
designated Beneficiary and the Surviving Spouse dies after the Participant
but before distributions to the Surviving Spouse begin, this Section
14.5.2, other than Section 14.5.2(A), will apply as if the Surviving Spouse
were the Participant.

     (E) Participants or Beneficiaries may elect on an individual basis
whether the 5-year rule under Code Section 401(a)(9)(B)(ii) (under which
distribution of the Participant's entire interest will be completed by
December 31 of the calendar year containing the fifth anniversary of the
Participant's death) or the life expectancy rule in Sections 14.5.2(B) or
14.7.2(A) applies to distributions after the death of a Participant who has
a designated Beneficiary. The election must be made no later than the
earlier of September 30 of the calendar year in which distributions would
be required to begin under Section 14.5.2(A), (B), or (D) or by September
30 of the calendar year which contains the fifth anniversary of the
Participant's (or if applicable, Surviving Spouse's) death. If neither the
Participant nor the Beneficiary makes an election under this Section
14.5.2(E), distributions will be made in accordance with Sections 14.5.2(A)
through (D) and 14.7.2.

For purposes of this Section and Section 14.7, unless Section 14.5.2(D)
applies, distributions are considered to begin on the Participant's
Required Beginning Date. If Section 14.5.2(D) applies, distributions are
considered to begin on the date distributions are required to begin to the
Surviving Spouse under Section 14.5.2(A). If distributions under an annuity
purchased from an insurance company irrevocably commence to the Participant
before the Participant's Required Beginning Date (or to the Participant's
Surviving Spouse before the date distributions are required to begin to the
Surviving Spouse under Section 14.5.2(A)), the date distributions are
considered to begin is the date distributions actually commence.

14.5.3 FORMS OF DISTRIBUTIONS:
       ----------------------

Unless the Participant's interest is distributed in the form of an annuity
purchased from an insurance company or in a single sum on or before the
Required Beginning Date, as of the First Distribution Calendar Year
distributions will be made in accordance with Sections 14.6 and 14.7 of
this Article. If the Participant's interest is distributed in the form of
an annuity purchased from an insurance company, distributions thereunder
will be made in accordance with the requirements of Code Section 401(a)(9)
of the Treasury Regulations.


14.6 PAYMENT OF REQUIRED MINIMUM DISTRIBUTIONS DURING PARTICIPANT'S LIFETIME:
     -----------------------------------------------------------------------

14.6.1 AMOUNT OF REQUIRED MINIMUM DISTRIBUTION FOR EACH DISTRIBUTION CALENDAR
       ----------------------------------------------------------------------
       YEAR:
       ----

During the Participant's lifetime, the minimum amount that will be
distributed for each Distribution Calendar Year is the lesser of:

     (A) the quotient obtained by dividing the Participant's Account
     Balance by the distribution period in the Uniform Lifetime Table set
     forth in Section 1.401(a)(9)-9 of the Treasury Regulations, using the
     Participant's age as of the Participant's birthday in the Distribution
     Calendar Year; or

     (B) if the Participant's sole designated Beneficiary for the
Distribution Calendar Year is the Participant's Spouse, the quotient
obtained by dividing the Participant's Account Balance by the number in the
Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the
Treasury Regulations, using the Participant's and Spouse's attained ages as
of the Participant's and Spouse's birthdays in the Distribution Calendar
Year.

14.6.2 LIFETIME REQUIRED MINIMUM DISTRIBUTIONS CONTINUE THROUGH YEAR OF
       ----------------------------------------------------------------
       PARTICIPANT'S DEATH:
       -------------------

Required minimum distributions will be determined under this Section 14.6
beginning with the first Distribution Calendar Year and up to and including
the Distribution Calendar Year that includes the Participant's date of
death.


14.7 REQUIRED MINIMUM DISTRIBUTIONS AFTER PARTICIPANT'S DEATH:
     --------------------------------------------------------

14.7.1 DEATH ON OR AFTER DISTRIBUTIONS BEGIN:
       -------------------------------------

     (A) Participant Survived By Designated Beneficiary. If the Participant
     dies on or after the date distributions begin and there is a
     designated Beneficiary, the minimum amount that will be distributed
     for each Distribution Calendar Year after the year of the
     Participant's death is the quotient obtained by dividing the
     Participant's Account Balance by the longer of the remaining life
     expectancy of the Participant or the remaining life expectancy of the
     Participant's designated Beneficiary, determined as follows:

     (1) Participant's Remaining Life Expectancy. The Participant's
remaining life expectancy is calculated using the age of the Participant in
the year of death, reduced by one for each subsequent year.

     (2) Surviving Spouse's Remaining Life Expectancy. If the Participant's
Surviving Spouse is the Participant's sole designated Beneficiary, the
remaining life expectancy of the Surviving Spouse is calculated for each
Distribution Calendar Year after the year of the Participant's death using
the Surviving Spouse's age as of the Surviving Spouse's birthday in that
year. For Distribution Calendar Years after the year of the Surviving
Spouse's death, the remaining life expectancy of the Surviving Spouse is
calculated using the age of the Surviving Spouse as of the Spouse's
birthday in the calendar year of the Spouse's death, reduced by one for
each subsequent calendar year.

     (3) Non-Surviving Spouse Remaining Life Expectancy. If the
Participant's Surviving Spouse is not the Participant's sole designated
Beneficiary, the designated Beneficiary's remaining life expectancy is
calculated using the age of the Beneficiary in the year following the year
of the Participant's death, reduced by one for each subsequent year.

     (B) No Designated Beneficiary: If the Participant dies on or after the
date distributions begin and there is no designated Beneficiary as of
September 30 of the year after the year of the Participant's death, the
minimum amount that will be distributed for each Distribution Calendar Year
after the year of the Participant's death is the quotient obtained by
dividing the Participant's Account Balance by the Participant's remaining
life expectancy calculated using the age of the Participant in the year of
death, reduced by one for each subsequent year.

14.7.2 DEATH BEFORE DATE DISTRIBUTIONS BEGIN:
       -------------------------------------

     (A) Participant Survived By Designated Beneficiary: Unless the 5-year
rule is elected as provided under Section 14.5.2(E) (in which case
distribution of the Participant's entire interest will be completed by
December 31 of the calendar year containing the fifth anniversary of the
Participant's death), if the Participant dies before the date distributions
begin and there is a designated Beneficiary, the minimum amount that will
be distributed for each Distribution Calendar Year after the year of the
Participant's death is the quotient obtained by dividing the Participant's
Account Balance by the remaining life expectancy of the Participant's
designated Beneficiary, determined as provided in Section 14.8.1.

     (B) No Designated Beneficiary: If the Participant dies before the date
distributions begin and there is no designated Beneficiary as of September
30 of the year following the year of the Participant's death, distribution
of the Participant's entire interest will be completed by December 31 of
the calendar year containing the fifth anniversary of the Participant's
death.

     (C) Death Of Surviving Spouse Before Distributions To Surviving Spouse
Are Required To Begin: If the Participant dies before the date
distributions begin, the Participant's Surviving Spouse is the
Participant's sole designated Beneficiary, and the Surviving Spouse dies
before distributions are required to begin to the Surviving Spouse under
Section 14.5.2(A), this Section 14.7 will apply as if the Surviving Spouse
were the Participant.

14.8   DEFINITIONS:
       -----------

As used in this Article XIV, each of the following terms shall have the
meaning for that term set forth in this Section 14.8.

14.8.1 DESIGNATED BENEFICIARY:
       ----------------------

The individual who is designated as the Beneficiary under Article VII of
the Plan and is the designated Beneficiary under Code Section 401(a)(9) and
Section 1.401(a)(9)-1, Q&A-4, of the Treasury Regulations.

14.8.2 DISTRIBUTION CALENDAR YEAR:
       --------------------------

A calendar year for which a minimum distribution is required. For
distributions beginning before the Participant's death, the First
Distribution Calendar Year is the calendar year immediately preceding the
calendar year which contains the Participant's Required Beginning Date. For
distributions beginning after the Participant's death, the First
Distribution Calendar Year is the calendar year in which distributions are
required to begin under Section 14.5.2. The required minimum distribution
for the Participant's First Distribution Calendar Year will be made on or
before the Participant's Required Beginning Date. The required minimum
distribution for other Distribution Calendar Years, including the required
minimum distribution for the Distribution Calendar Year in which the
Participant's Required Beginning Date occurs, will be made on or before
December 31 of that Distribution Calendar Year.

14.8.3 LIFE EXPECTANCY:
       ---------------

Life expectancy as computed by use of the Single Life Table in Section
1.401(a)(9)-9 of the Treasury Regulations.

14.8.4 PARTICIPANT'S ACCOUNT BALANCE:
       -----------------------------

The Account Balance as of the last Valuation Date in the calendar year
immediately preceding the Distribution Calendar Year (Valuation Calendar
Year) increased by the amount of any contributions made and allocated or
forfeitures allocated to the Account Balance as of dates in the Valuation
Calendar Year after the Valuation Date and decreased by distributions made
in the Valuation Calendar Year after the Valuation Date. The Account
Balance for the Valuation Calendar year includes any amounts rolled over or
transferred to the Plan either in the Valuation Calendar Year or in the
Distribution Calendar Year if distributed or transferred in the Valuation
Calendar Year.

14.8.5 REQUIRED BEGINNING DATE:
       -----------------------

The date specified in Section 5.11.1(F) of the Plan.

<PAGE>

       AMENDMENT TO MERRILL LYNCH SPECIAL/FLEXIBLE PROTOTYPE DEFINED
                        CONTRIBUTION PLAN AND TRUST

                          (BASE PLAN DOCUMENT #03)

                       (ADOPTED BY PROTOTYPE SPONSOR)

This Amendment to the Merrill Lynch Special/Flexible Prototype Defined
Contribution Plan and Trust (Base Plan Document # 03) ("the Plan") is made
on behalf of all Employers that adopt the Plan. It consists of two parts:
Part I includes amendments adopted to reflect certain provisions of the
Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA"); and
Part II contains amendments adopted to reflect certain provisions of the
Final and Temporary Treasury Regulations relating to Section 401(a)(9) of
the Internal Revenue Code. This Amendment is intended as "good faith"
compliance with the requirements of EGTRRA and is to be construed in
accordance with EGTRRA and guidance issued thereunder. This Amendment
replaces Appendices E1 and G and supersedes the provisions of the Plan to
the extent those provisions are inconsistent with the provisions of this
Amendment.


PART I: EGTRRA AMENDMENTS


I.   GENERAL EFFECTIVE DATE:
     -----------------------

     The general effective date of this Amendment shall be as of the first
     day of the Plan Year (or Limitation Year) beginning after December 31,
     2001, except as otherwise provided in the following sections of this
     Amendment, for Employers that adopted the Plan on or before December
     31, 2001 and who continued this Plan after such date. The general
     effective date for all other Employers that adopt this Plan shall be
     the date the Primary Employer adopts this Plan, except as otherwise
     provided in the following sections of this Amendment or in a separate
     EGTRRA adoption agreement adopted by the Primary Employer.

II.  INCREASE IN COMPENSATION LIMIT:
     -------------------------------

     For any Plan Year beginning after December 31, 2001, for purposes of
     Section 1.21, the annual Compensation of each Participant taken into
     account in determining allocations shall not exceed $200,000, as
     adjusted for cost-of-living increases in accordance with Code Section
     401(a)(17)(B). Annual Compensation means Compensation during the Plan
     Year or such other consecutive 12-month period over which Compensation
     is otherwise determined under the Plan (the determination period). The
     cost-of-living adjustment in effect for a calendar year applies to
     annual Compensation for the determination period that begins with or
     within such calendar year.

III. REPEAL OF MULTIPLE USE TEST:
     ----------------------------

     For Plan Years beginning after December 31, 2001, the multiple use
     test described in Treasury Regulation Section 1.401(m)-2 and Section
     3.6(C) shall not apply.

IV.   LIMITATIONS ON CONTRIBUTIONS:
      -----------------------------

     Effective for Limitation Years beginning after December 31, 2001, for
     purposes of Section 3.9, the maximum Annual Addition that may be
     contributed or allocated to a Participant's Account under the Plan for
     any Limitation Year shall not exceed the lesser of:

     (A)  $40,000, as adjusted for increases in the cost-of-living under
          Code Section 415(d), or

     (B)  100 percent of the Participant's Limitation Compensation for the
          Limitation Year. The compensation limit referred to in the
          previous sentence shall not apply to any contribution for medical
          benefits after separation from service (within the meaning of
          Code Section 401(h) or 419A(f)(2)) which is otherwise treated as
          an Annual Addition.

V.   MODIFICATION OF TOP-HEAVY LIMIT:
     --------------------------------

     A.   EFFECTIVE DATE. For Plan Years beginning after December 31, 2001,
          this section shall apply for purposes of determining whether the
          Plan is a Top-Heavy Plan under Code Section 416(g) and Section
          4.4 and whether the Plan satisfies the minimum benefits
          requirements of Code Section 416(c) for such years.

     B.   DETERMINATION OF TOP-HEAVY STATUS

          (1)  Key Employee. For purposes of Section 1.56, Key Employee
               means any Employee or former Employee (including any
               deceased Employee) who at any time during the Plan Year that
               includes the Determination Date was an officer of the
               Primary Employer or Affiliate having annual Compensation
               greater than $130,000 (as adjusted under Code Section
               416(i)(1) for Plan Years beginning after December 31, 2002),
               a 5-percent owner of the Primary Employer or Affiliate, or a
               1-percent owner of the Primary Employer or Affiliate having
               annual Compensation of more than $150,000. For this purpose,
               annual Compensation means Limitation Compensation within the
               meaning of Plan Section 3.9.1(H) (which is compensation
               within the meaning of Code Section 415(c)(3)). The
               determination of who is a Key Employee will be made in
               accordance with Code Section 416(i)(1) and the applicable
               regulations and other guidance of general applicability
               issued thereunder.

          (2)  Determination of present values and amounts. This Section
               V.B.2 shall apply for purposes of determining the present
               values of accrued benefits and the amounts of Account
               Balances of Employees as of the Determination Date and shall
               modify the applicable provisions of Section 4.4.1 of the
               Plan.

               (a)  Distributions during last year before Determination
                    Date. The present values of accrued benefits and the
                    amounts of Account Balances of an Employee as of the
                    Determination Date shall be increased by the
                    distributions made with respect to the Employee under
                    the Plan and any plan aggregated with the Plan under
                    Code Section 416(g)(2) during the 1-year period ending
                    on the Determination Date. The preceding sentence shall
                    also apply to distributions under a terminated plan
                    which, had it not been terminated, would have been
                    aggregated with the Plan under Code Section
                    416(g)(2)(A)(i). In the case of any distribution made
                    for a reason other than separation from service, death,
                    or disability, a "1-year period" shall be substituted
                    for the "5-year period".

               (b)  Employees not performing services during year ending on
                    the Determination Date. The accrued benefits and
                    accounts of any individual who has not performed
                    services for the Primary Employer or Affiliate during
                    the 1-year period ending on the Determination Date
                    shall not be taken into account.

     C.   MINIMUM ALLOCATIONS

          Matching Contributions. Matching Contributions shall be taken
          into account for purposes of satisfying the minimum contribution
          requirements of Code Section 416(c)(2) and Section 4.4.3 of the
          Plan. The preceding sentence shall apply with respect to Matching
          Contributions under the Plan or, if the Plan provides that the
          minimum contribution requirement shall be met in another plan,
          such other plan. Matching Contributions that are used to satisfy
          the minimum contribution requirements shall be treated as
          matching contributions for purposes of the actual contribution
          percentage test and other requirements of Code Section 401(m).

     D.   TOP-HEAVY SAFE HARBOR PLANS

          For any year beginning after December 31, 2001, the top-heavy
          requirements of Code Section 416 and Section 4.4 shall not apply
          in any year in which the Plan consists solely of a cash or
          deferred arrangement which meets the requirements of Code Section
          401(k)(12) and Matching Contributions with respect to which the
          requirements of Code Section 401(m)(11) are met. (Such a plan is
          referred to as a "safe harbor" 401(k) plan which is deemed to
          satisfy the special nondiscrimination tests for 401(k) plans if
          the plan satisfies certain minimum contribution requirements and
          a notice requirement.)

VI.  ROLLOVERS DISREGARDED IN INVOLUNTARY CASH-OUTS
     ----------------------------------------------

     Effective for distributions made on and after January 1, 2002, and
     unless otherwise elected by an Employer that has adopted the Merrill
     Lynch prototype plan after January 1, 2002, the Primary Employer shall
     exclude Rollover Contributions in determining the value of the
     Participant's nonforfeitable Account Balance for purposes of the
     Plan's involuntary cash-out rules. Therefore, for purposes of Section
     5.6.1 of the Plan, the value of a Participant's nonforfeitable Account
     Balance shall be determined without regard to that portion of the
     Account Balance that is attributable to Rollover Contributions (and
     earnings allocable thereto) within the meaning of Code Sections
     402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16). If the
     value of the Participant's nonforfeitable Account Balance as so
     determined is $5,000 or less, the Plan shall immediately distribute
     the Participant's entire nonforfeitable Account Balance.

VII. PLAN LOANS FOR OWNER-EMPLOYEES AND SHAREHOLDER EMPLOYEES
     --------------------------------------------------------

     Effective for loans made after December 31, 2001, for purposes of
     Section 5.8.4 of the Plan, provisions prohibiting loans to any
     Owner-Employee or shareholder-employee shall cease to apply.


VIII. SUSPENSION PERIOD FOLLOWING HARDSHIP DISTRIBUTIONS
      --------------------------------------------------

     A.   For purposes of Section 5.9.3(C), subject to any elections by the
          Primary Employer in a separate EGTRRA adoption agreement, a
          Participant who receives a distribution of Pre-Tax Contributions
          after December 31, 2001, on account of hardship shall be
          prohibited from making Pre-Tax Contributions and Employee
          After-Tax Contributions under this and all other plans of the
          Primary Employer and Affiliates for 6 months after receipt of the
          distribution.

     B.   For calendar years beginning after December 31, 2001, the
          post-hardship contribution limit contained in Section 5.9.3(D) is
          eliminated for participants who receive a hardship distribution
          after December 31, 2000.

IX.  DIRECT ROLLOVERS OF PLAN DISTRIBUTIONS
     --------------------------------------

     Effective for distributions made after the later of the adoption of
     the Merrill Lynch prototype or December 31, 2001:

     A.   Modification of the definition of Eligible Retirement Plan. For
          purposes of the direct rollover provisions in Section 6.4, the
          definition of an Eligible Retirement Plan as provided in Section
          1.33 shall also mean the following, an annuity contract described
          in Code Section 403(b) and an eligible plan under Code Section
          457(b) which is maintained by a state, political subdivision of a
          state, or any agency or instrumentality of a state or political
          subdivision of a state and which agrees to separately account for
          amounts transferred into such plan from this Plan. The definition
          of Eligible Retirement Plan shall also apply in the case of a
          distribution to a Surviving Spouse, or to a Spouse or former
          Spouse who is the alternate payee under a qualified domestic
          relation order, as defined in Code Section 414(p).

     B.   Modification of the definition of Eligible Rollover Distribution
          to exclude hardship distributions. For purposes of the direct
          rollover provisions in Section 6.4, any amount that is
          distributed on account of hardship shall not be included in the
          definition of an Eligible Rollover Distribution under Section
          1.34 and the distributee may not elect to have any portion of
          such a distribution paid directly to an Eligible Retirement Plan.

     C.   Modification of the definition of Eligible Rollover Distribution
          to include Employee After-Tax Contributions. For purposes of the
          direct rollover provisions in Section 6.4 and the definition of
          an Eligible Rollover Distribution under Section 1.34, a portion
          of a distribution shall not fail to be an Eligible Rollover
          Distribution merely because the portion consists of Employee
          After-Tax Contributions which are not includible in gross income.
          However, such portion may be transferred only to an individual
          retirement account or annuity described in Code Section 408(a) or
          (b), or to a qualified defined contribution plan described in
          Code Section 401(a) or 403(a) that agrees to separately account
          for amounts so transferred, including separately accounting for
          the portion of such distribution which is includible in gross
          income and the portion of such distribution which is not so
          includible.

X.   DISTRIBUTION UPON SEVERANCE FROM EMPLOYMENT
     -------------------------------------------

     For  distributions made after December 31, 2001, Section 5.1.2 shall
     be replaced by the following:

          5.1.2     PRE-TAX, QUALIFIED NONELECTIVE, QUALIFIED MATCHING,
                    ---------------------------------------------------
                    SAFE HARBOR NONELECTIVE AND SAFE HARBOR MATCHING
                    ------------------------------------------------
                    CONTRIBUTIONS:
                    --------------

     Pre-Tax Contributions, Qualified Nonelective Contributions, Qualified
     Matching Contributions, Safe Harbor Nonelective and Safe Harbor
     Matching Contributions, and income allocable to each are distributable
     to a Participant or his or her Beneficiary or Beneficiaries no earlier
     than:

          A.   upon severance from employment, death, or Disability.

          B.   termination of the Plan without the establishment of a
               successor Defined Contribution Plan (as defined in Treas.
               Reg. Section 1.401(k)-1(d)(3)) or a SIMPLE IRA Plan (defined
               in Code Section 408(p)).

          C.   unless otherwise elected by the Primary Employer in the
               Adoption Agreement, the attainment of age 59 1/2 in the case
               of a profit-sharing plan; and

          D.   unless otherwise elected by the Primary Employer in the
               Adoption Agreement, the hardship of the Participant as
               described in Section 5.9 (only if this Plan is a profit
               sharing plan and only with respect to Pre-Tax Contributions,
               not Qualified Nonelective Contributions, Qualified Matching
               Contributions, Safe Harbor Nonelective Contributions or Safe
               Harbor Matching Contributions).

     All distributions that may be made under one or more of the foregoing
     distributable events are subject to the consent requirements of
     Section 5.6.4.

     In addition, distributions that are triggered by any of the events
     described in subparagraphs 5.1.2 (B) above must be made in a "lump sum
     distribution" within the meaning of Code Section 402(e)(4)(D) (without
     regard to subclauses (I), (II), (III), and (IV) of clause (i)
     thereof).




PART II: ARTICLE XIV

MINIMUM DISTRIBUTION REQUIREMENTS


14.1 EFFECTIVE DATE:
     ---------------

     The provisions of this Article will apply for purposes of determining
     required minimum distributions for calendar years beginning with the
     2003 calendar year.


14.2 PRECEDENCE:
     -----------

     The requirements of this Article will take precedence over any
     inconsistent provisions of the Plan or any prior elections made by an
     Employer in an Adoption Agreement.

14.3 REQUIREMENTS OF TREASURY REGULATIONS INCORPORATED:
     --------------------------------------------------

     All distributions required under this Article will be determined and
     made in accordance with the Treasury Regulations under Code
     ss.401(a)(9).

14.4 TEFRA SECTION 242(B)(2) ELECTIONS:
     ----------------------------------

     Notwithstanding the other provisions of this Article, distributions
     may be made under a designation made before January 1, 1984, in
     accordance with Section 242(b)(2) of the Tax Equity and Fiscal
     Responsibility Act ("TEFRA") and Plan Section 5.11.5.

14.5 TIME AND MANNER OF DISTRIBUTION:
     --------------------------------

14.5.1 REQUIRED BEGINNING DATE:
       ------------------------

     The Participant's entire interest will be distributed, or begin to be
     distributed, to the Participant no later than the Participant's
     Required Beginning Date.

14.5.2 DEATH OF PARTICIPANT BEFORE DISTRIBUTIONS BEGIN:
       ------------------------------------------------

     If the Participant dies before distributions begin, the Participant's
     entire interest will be distributed, or begin to be distributed, no
     later than as provided in (A) through (D) below, unless an irrevocable
     election is made under (E) below.

          (A) If the Participant's Surviving Spouse is the Participant's
          sole designated Beneficiary, then distributions to the Surviving
          Spouse will begin by December 31 of the calendar year immediately
          following the calendar year in which the Participant died, or by
          December 31 of the calendar year in which the Participant would
          have attained age 70 1/2, if later.

          (B) If the Participant's Surviving Spouse is not the
          Participant's sole designated Beneficiary, then distributions to
          the designated Beneficiary will begin by December 31 of the
          calendar year immediately following the calendar year in which
          the Participant died.

          (C) If there is no designated Beneficiary as of September 30 of
          the year following the year of the Participant's death, the
          Participant's entire interest will be distributed by December 31
          of the calendar year containing the fifth anniversary of the
          Participant's death.

          (D) If the Participant's Surviving Spouse is the Participant's
          sole designated Beneficiary and the Surviving Spouse dies after
          the Participant but before distributions to the Surviving Spouse
          begin, this Section 14.5.2, other than Section 14.5.2(A), will
          apply as if the Surviving Spouse were the Participant.

          (E) Participants or Beneficiaries may elect on an individual
          basis whether the 5-year rule under Code Section 401(a)(9)(B)(ii)
          (under which distribution of the Participant's entire interest
          will be completed by December 31 of the calendar year containing
          the fifth anniversary of the Participant's death) or the life
          expectancy rule in Sections 14.5.2(B) or 14.7.2(A) applies to
          distributions after the death of a Participant who has a
          designated Beneficiary. The election must be made no later than
          the earlier of September 30 of the calendar year in which
          distributions would be required to begin under Section 14.5.2(A),
          (B), or (D) or by September 30 of the calendar year which
          contains the fifth anniversary of the Participant's (or if
          applicable, Surviving Spouse's) death. If neither the Participant
          nor the Beneficiary makes an election under this Section
          14.5.2(E), distributions will be made in accordance with Sections
          14.5.2(A) through (D) and 14.7.2.

     For purposes of this Section and Section 14.7, unless Section
     14.5.2(D) applies, distributions are considered to begin on the
     Participant's Required Beginning Date. If Section 14.5.2(D) applies,
     distributions are considered to begin on the date distributions are
     required to begin to the Surviving Spouse under Section 14.5.2(A). If
     distributions under an annuity purchased from an insurance company
     irrevocably commence to the Participant before the Participant's
     Required Beginning Date (or to the Participant's Surviving Spouse
     before the date distributions are required to begin to the Surviving
     Spouse under Section 14.5.2(A)), the date distributions are considered
     to begin is the date distributions actually commence.

14.5.3 FORMS OF DISTRIBUTIONS:
       -----------------------

     Unless the Participant's interest is distributed in the form of an
     annuity purchased from an insurance company or in a single sum on or
     before the Required Beginning Date, as of the First Distribution
     Calendar Year distributions will be made in accordance with Sections
     14.6 and 14.7 of this Article. If the Participant's interest is
     distributed in the form of an annuity purchased from an insurance
     company, distributions thereunder will be made in accordance with the
     requirements of Code Section 401(a)(9) of the Treasury Regulations.


14.6 PAYMENT   OF   REQUIRED   MINIMUM   DISTRIBUTIONS   DURING
     ----------------------------------------------------------
     PARTICIPANT'S LIFETIME:
     -----------------------

14.6.1 AMOUNT  OF  REQUIRED  MINIMUM  DISTRIBUTION  FOR  EACH
       ------------------------------------------------------
       DISTRIBUTION CALENDAR YEAR:
       ---------------------------

     During the Participant's lifetime, the minimum amount that will be
     distributed for each Distribution Calendar Year is the lesser of:

          (A)  the quotient obtained by dividing the Participant's Account
               Balance by the distribution period in the Uniform Lifetime
               Table set forth in Section 1.401(a)(9)-9 of the Treasury
               Regulations, using the Participant's age as of the
               Participant's birthday in the Distribution Calendar Year; or

          (B)  if the Participant's sole designated Beneficiary for the
               Distribution Calendar Year is the Participant's Spouse, the
               quotient obtained by dividing the Participant's Account
               Balance by the number in the Joint and Last Survivor Table
               set forth in Section 1.401(a)(9)-9 of the Treasury
               Regulations, using the Participant's and Spouse's attained
               ages as of the Participant's and Spouse's birthdays in the
               Distribution Calendar Year.

14.6.2 LIFETIME REQUIRED MINIMUM DISTRIBUTIONS CONTINUE THROUGH YEAR OF
       ----------------------------------------------------------------
       PARTICIPANT'S DEATH:
       --------------------

     Required minimum distributions will be determined under this Section
     14.6 beginning with the first Distribution Calendar Year and up to and
     including the Distribution Calendar Year that includes the
     Participant's date of death.


14.7 REQUIRED MINIMUM DISTRIBUTIONS AFTER PARTICIPANT'S DEATH:
     ---------------------------------------------------------

14.7.1 DEATH ON OR AFTER DISTRIBUTIONS BEGIN:
       --------------------------------------

     (A)  Participant Survived By Designated Beneficiary. If the
          Participant dies on or after the date distributions begin and
          there is a designated Beneficiary, the minimum amount that will
          be distributed for each Distribution Calendar Year after the year
          of the Participant's death is the quotient obtained by dividing
          the Participant's Account Balance by the longer of the remaining
          life expectancy of the Participant or the remaining life
          expectancy of the Participant's designated Beneficiary,
          determined as follows:

          (1)  Participant's Remaining Life Expectancy. The Participant's
               remaining life expectancy is calculated using the age of the
               Participant in the year of death, reduced by one for each
               subsequent year.

          (2)  Surviving Spouse's Remaining Life Expectancy. If the
               Participant's Surviving Spouse is the Participant's sole
               designated Beneficiary, the remaining life expectancy of the
               Surviving Spouse is calculated for each Distribution
               Calendar Year after the year of the Participant's death
               using the Surviving Spouse's age as of the Surviving
               Spouse's birthday in that year. For Distribution Calendar
               Years after the year of the Surviving Spouse's death, the
               remaining life expectancy of the Surviving Spouse is
               calculated using the age of the Surviving Spouse as of the
               Spouse's birthday in the calendar year of the Spouse's
               death, reduced by one for each subsequent calendar year.

          (3)  Non-Surviving Spouse Remaining Life Expectancy. If the
               Participant's Surviving Spouse is not the Participant's sole
               designated Beneficiary, the designated Beneficiary's
               remaining life expectancy is calculated using the age of the
               Beneficiary in the year following the year of the
               Participant's death, reduced by one for each subsequent
               year.

     (B)  No Designated Beneficiary: If the Participant dies on or after
          the date distributions begin and there is no designated
          Beneficiary as of September 30 of the year after the year of the
          Participant's death, the minimum amount that will be distributed
          for each Distribution Calendar Year after the year of the
          Participant's death is the quotient obtained by dividing the
          Participant's Account Balance by the Participant's remaining life
          expectancy calculated using the age of the Participant in the
          year of death, reduced by one for each subsequent year.

14.7.2  DEATH BEFORE DATE DISTRIBUTIONS BEGIN:
        --------------------------------------

     (A)  Participant Survived By Designated Beneficiary: Unless the 5-year
          rule is elected as provided under Section 14.5.2(E) (in which
          case distribution of the Participant's entire interest will be
          completed by December 31 of the calendar year containing the
          fifth anniversary of the Participant's death), if the Participant
          dies before the date distributions begin and there is a
          designated Beneficiary, the minimum amount that will be
          distributed for each Distribution Calendar Year after the year of
          the Participant's death is the quotient obtained by dividing the
          Participant's Account Balance by the remaining life expectancy of
          the Participant's designated Beneficiary, determined as provided
          in Section 14.8.1.

     (B)  No Designated Beneficiary: If the Participant dies before the
          date distributions begin and there is no designated Beneficiary
          as of September 30 of the year following the year of the
          Participant's death, distribution of the Participant's entire
          interest will be completed by December 31 of the calendar year
          containing the fifth anniversary of the Participant's death.

     (C)  Death Of Surviving Spouse Before Distributions To Surviving
          Spouse Are Required To Begin: If the Participant dies before the
          date distributions begin, the Participant's Surviving Spouse is
          the Participant's sole designated Beneficiary, and the Surviving
          Spouse dies before distributions are required to begin to the
          Surviving Spouse under Section 14.5.2(A), this Section 14.7 will
          apply as if the Surviving Spouse were the Participant.

14.8 DEFINITIONS:
     ------------

     As used in this Article XIV, each of the following terms shall have
     the meaning for that term set forth in this Section 14.8.

14.8.1 DESIGNATED BENEFICIARY:
       -----------------------

     The individual who is designated as the Beneficiary under Article VII
     of the Plan and is the designated Beneficiary under Code Section
     401(a)(9) and Section 1.401(a)(9)-1, Q&A-4, of the Treasury
     Regulations.

14.8.2 DISTRIBUTION CALENDAR YEAR:
       ---------------------------

     A calendar year for which a minimum distribution is required. For
     distributions beginning before the Participant's death, the First
     Distribution Calendar Year is the calendar year immediately preceding
     the calendar year which contains the Participant's Required Beginning
     Date. For distributions beginning after the Participant's death, the
     First Distribution Calendar Year is the calendar year in which
     distributions are required to begin under Section 14.5.2. The required
     minimum distribution for the Participant's First Distribution Calendar
     Year will be made on or before the Participant's Required Beginning
     Date. The required minimum distribution for other Distribution
     Calendar Years, including the required minimum distribution for the
     Distribution Calendar Year in which the Participant's Required
     Beginning Date occurs, will be made on or before December 31 of that
     Distribution Calendar Year.

14.8.3 LIFE EXPECTANCY:
       ----------------

     Life expectancy as computed by use of the Single Life Table in Section
     1.401(a)(9)-9 of the Treasury Regulations.

14.8.4 PARTICIPANT'S ACCOUNT BALANCE:
       ------------------------------

     The Account Balance as of the last Valuation Date in the calendar year
     immediately preceding the Distribution Calendar Year (Valuation
     Calendar Year) increased by the amount of any contributions made and
     allocated or forfeitures allocated to the Account Balance as of dates
     in the Valuation Calendar Year after the Valuation Date and decreased
     by distributions made in the Valuation Calendar Year after the
     Valuation Date. The Account Balance for the Valuation Calendar year
     includes any amounts rolled over or transferred to the Plan either in
     the Valuation Calendar Year or in the Distribution Calendar Year if
     distributed or transferred in the Valuation Calendar Year.

14.8.5 REQUIRED BEGINNING DATE:
       ------------------------

     The date specified in Section 5.11.1(F) of the Plan.


<PAGE>


                              WRITTEN CONSENT
                     OF THE EMPLOYEE BENEFITS COMMITTEE
                      OF CITADEL BROADCASTING COMPANY

                                June 1, 2004

     The Employee Benefits Committee (the "Committee") of Citadel
Broadcasting Company, a Nevada corporation (the "Company"), hereby adopts
the following resolution in accordance with Section 78.315 of the General
Corporation Law of Nevada.

     WHEREAS, the Company has established and maintains the Citadel
Broadcasting Company 401(k) Retirement Savings Plan (the "401(k) Plan");

     WHEREAS, the Board of Directors of the Company has delegated its
authority under the 401(k) Plan to the Committee; and

     WHEREAS, the Board of Directors of the Company's parent, Citadel
Broadcasting Corporation ("Parent"), has authorized the Company to make
shares of Parent common stock, par value $0.01 per share, available as an
investment alternative under the 401(k) Plan;

     NOW, THEREFORE, IT IS RESOLVED, that the 401(k) Plan is hereby amended
to provide that, effective as of a date selected by an officer of the
Company, shares of Parent common stock, par value $0.01 per share, shall be
an investment alternative under the 401(k) Plan.

     IN WITNESS WHEREOF, the undersigned have duly executed this written
consent as of the date set forth above, waiving all notice requirements,
whether provided by statute or otherwise.

                                    EMPLOYEE BENEFITS COMMITTEE:

                                    /s/ Farid Suleman
                                    --------------------------
                                    Farid Suleman

                                    /s/ Randy Taylor
                                    --------------------------
                                    Randy Taylor

                                    /s/ Susan Arville
                                    --------------------------
                                    Susan Arville


<PAGE>


                              WRITTEN CONSENT
                     OF THE EMPLOYEE BENEFITS COMMITTEE
                    OF CITADEL BROADCASTING CORPORATION

                               March 11, 2004

     The Employee Benefits Committee (the "Committee") of Citadel
Broadcasting Company, a Nevada corporation (the "Company"), hereby adopts
the following resolutions in accordance with Section 78.315 of the General
Corporation Law of Nevada.

1) 401(k) PLAN

     WHEREAS, the Company established and maintains the Citadel
Broadcasting Company 401(k) Retirement Savings Plan (the "401(k) Plan");

     WHEREAS, the Board of Directors of the Company has delegated its
authority under the 401(k) Plan to the Committee;

     WHEREAS, the Committee wishes to amend the 401(k) Plan in order to
eliminate the provision allowing for Post-tax Contributions.

     WHEREAS, the Committee wishes to further amend the 401(k) Plan in
order to exclude severance pay from compensation eligible for 401(k)
contributions and Company Match.

     WHEREAS, pursuant to Section 11.1 of the 401(k) Plan, the Company has
the authority to amend the 401(k) Plan, and this authority now rests with
the Committee.

     NOW, THEREFORE, IT IS RESOLVED, that the 401(k) Plan is hereby amended
effective January 1, 2004, to provide as follows:

          (i)  Post Tax 401(k) contributions will not be allowed under the
               Plan.

          (ii) Severance Pay will be excluded from compensation eligible
               for 401(k) contributions and Company Matching.

                  [unrelated text intentionally omitted]


<PAGE>


     IN WITNESS WHEREOF, the undersigned have duly executed this written
consent as of the date set forth above, waiving all notice requirements,
whether provided by statute or otherwise.

                                    EMPLOYEE BENEFITS COMMITTEE:

                                    /s/ Farid Suleman
                                    --------------------------
                                    Farid Suleman

                                    /s/ Randy Taylor
                                    --------------------------
                                    Randy Taylor

                                    /s/ Susan Arville
                                    --------------------------
                                    Susan Arville










<PAGE>

                              WRITTEN CONSENT
                     OF THE EMPLOYEE BENEFITS COMMITTEE
                      OF CITADEL BROADCASTING COMPANY

                               March 17, 2003

     The Employee Benefits Committee (the "Committee") of Citadel
Broadcasting Company, a Nevada corporation (the "Company"), hereby adopts
the following resolutions in accordance with Section 78.315 of the General
Corporation Law of Nevada.

1. 401(k) PLAN

     WHEREAS, the Company established and maintains the Citadel
Broadcasting Company 401(k) Retirement Savings Plan (the "401(k) Plan");

     WHEREAS, the Board of Directors of the Company has delegated its
authority under the 401(k) Plan to the Committee;

     WHEREAS, the Committee wishes to amend the 401(k) Plan in order to
change provisions relating to eligibility for, and timing of, matching
contributions;

     WHEREAS, the Committee wishes to further amend the 401(k) Plan in
order to eliminate the waiting period applicable to new employees for
eligibility to participate in the 401(k) Plan; and

     WHEREAS, pursuant to Section 11.1 of the 401(k) Plan, the Company has
the authority to amend the 401(k) Plan, and this authority now rests with
the Committee.

     NOW, THEREFORE, IT IS RESOLVED, that the 401(k) Plan is hereby amended
effective January 1, 2003, to provide as follows:

          (i)  The Board of Directors of the Company will determine whether
               to make a matching contribution for any plan year at the end
               of the plan year.

          (ii) If the Company decides to make a matching contribution for
               any plan year, the Company will contribute and allocate to
               participant accounts the amount of the matching contribution
               in the first quarter of the plan year following the plan
               year for which the matching contribution is made.

          (iii) To be eligible for a matching contribution, an employee
               must be employed by the Company on the last day of the plan
               year for which the matching contribution is made.

     RESOLVED, that the 401(k) Plan is hereby amended effective April 1,
2003, to eliminate the 60-day waiting period previously applicable to new
employees for eligibility to participate in the Plan, except that the
one-year waiting period still applies with respect to eligibility for
matching contributions.

                  [unrelated text intentionally omitted]


<PAGE>


     IN WITNESS WHEREOF, the undersigned have duly executed this written
consent as of the date set forth above, waiving all notice requirements,
whether provided by statute or otherwise.

                                    EMPLOYEE BENEFITS COMMITTEE:


                                    /s/ Farid Suleman
                                    --------------------------
                                    Farid Suleman

                                    /s/ Randy Taylor
                                    --------------------------
                                    Randy Taylor

                                    /s/ Susan Arville
                                    --------------------------
                                    Susan Arville