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                                                                     EXHIBIT 4.1


                          CAPSTAR BROADCASTING PARTNERS
                        401(k) RETIREMENT PLAN AND TRUST



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                                    PREAMBLE

The purpose of this Plan and Trust is to provide, in accordance with its
provisions, a defined contribution plan providing retirement and other related
benefits for those Employees of the Employer who are eligible to participate
hereunder.

It is intended that the Plan qualify for approval under Sections 401 and 410
through 417 of the Internal Revenue Code. It is intended that the Trust qualify
for approval under Section 501 of the Code. It is further intended that the Plan
comply with the provisions of the Employee Retirement Income Security Act of
1974 (ERISA). In case of any ambiguity in the Plan's language, it will be
interpreted to accomplish the Plan's intent of qualifying under the Code and
complying with ERISA.

This Plan and Trust is exclusively for the benefit of the eligible Employees and
their Beneficiaries. Neither the Employer, the Plan Administrator nor the
Trustee will apply or interpret the terms of the Plan in any manner that permits
discrimination in favor of Highly Compensated Employees. All Employees under
similar circumstances will be treated alike.

The undersigned Employer and Trustee hereby adopt this Plan and Trust effective
as of October 1, 1997.


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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                              Page No.
                                                                                                              --------
<S>                                                                                                           <C>
ARTICLE 1 -  DEFINITIONS  ...............................................................................       1-1


ARTICLE 2 -  PARTICIPATION  .............................................................................       2-1


ARTICLE 3 -  PARTICIPANT ACCOUNTS .......................................................................       3-1


ARTICLE 4 -  ACCOUNTING AND VALUATION ...................................................................       4-1


ARTICLE 5 -  RETIREMENT BENEFITS ........................................................................       5-1


ARTICLE 6 -  DEATH  BENEFIT .............................................................................       6-1


ARTICLE 7 -  LIMITATIONS  ON  BENEFITS ..................................................................       7-1


ARTICLE 8 -  MISCELLANEOUS   ............................................................................       8-1


ARTICLE 9 -  ADMINISTRATION .............................................................................       9-1


ARTICLE 10 -  AMENDMENT  OR  TERMINATION  OF  PLAN ......................................................      10-1


ARTICLE 11 -  TRUSTEE  AND  TRUST  FUND .................................................................      11-1
</TABLE>





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                                    ARTICLE 1

                                   DEFINITIONS

As used in this document, unless otherwise defined or required by the context,
the following terms have the meanings set forth in this Article 1. Some of the
terms used in this document are not defined in Article 1, but for convenience
are defined as they are introduced in the text.

1.01     ACCOUNT
         Account means a separate account maintained for each Participant
         reflecting applicable contributions, applicable forfeitures, investment
         income (loss) allocated to the account and distributions.

1.02     ACCOUNTING DATE, VALUATION DATE
         The term Accounting Date means the last day of each Accounting Period
         and any other days within the Accounting Period upon which, consistent
         with established methods and guidelines, the Plan Administrator applies
         the accounting procedures specified in Section 4.02. The term Valuation
         Date, unless otherwise specified, means any business day on which the
         New York Stock Exchange is open.

1.03     ACCOUNTING PERIOD
         Accounting Period means each of the 3-month periods which end on March
         31st, June 30th, September 30th and December 31st.

1.04     ACCRUED BENEFIT
         A Participant's Accrued Benefit means the total value of his Accounts
         as of a given date. A Participant's Accrued Benefit will not be reduced
         solely on account of an amendment to the Plan.

         A Participant's Vested Accrued Benefit is equal to his Vested
         Percentage of that portion of his Accrued Benefit which is subject to
         the Vesting Schedule plus 100% of the remaining portion of his Accrued
         Benefit.

1.05     BENEFICIARY
         Beneficiary means the person, persons, trust or other entity who is
         designated to receive any amount payable upon the death of a
         Participant.

1.06     CASH-OUT DISTRIBUTION
         Cash-Out Distribution means, as described in Article 5, a distribution
         to a Participant upon termination of employment of his Vested Accrued
         Benefit.

1.07     CODE AND ERISA
         Code means the Internal Revenue Code of 1986, as it may be amended from
         time to time, and all regulations issued thereunder. Reference to a
         section of the Code includes that section and any comparable section or
         sections of any future legislation that amends, supplements or
         supersedes such section and any regulations issued thereunder.

         ERISA means Public Law No. 93-406, the Employee Retirement Income
         Security Act of 1974, as it may be amended from time to time, and all
         regulations issued thereunder. Reference to a section of ERISA includes
         that section and any comparable section or sections of any future
         legislation that amends, supplements or supersedes such section and any
         regulations issued thereunder.

1.08     COMPENSATION
         Except where otherwise specifically provided in this Plan, Compensation
         means Aggregate Compensation as defined in Section 7.03(a).

         For Plan Years beginning prior to January 1, 1998, Compensation also
         includes any amounts contributed by the Employer or any Related
         Employer on behalf of any Employee pursuant to a salary

                                       1-1


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         reduction agreement which are not includable in the gross income of the
         Employee due to Code Section 125, 402(e)(3), 402(h), 402(k) or 403(b).

         Notwithstanding the foregoing, for all purposes under this Plan,
         Compensation in excess of the Statutory Compensation Limit will be
         disregarded.

         Statutory Compensation Limit means $160,000 for the Plan Year beginning
         January 1, 1997 and is adjusted periodically in accordance with Code
         Section 401(a)(17)(b).

1.09     EFFECTIVE DATE
         The Effective Date of the Plan is October 1, 1997.

1.10     ELIGIBLE EMPLOYEE CLASSIFICATION
         An Eligible Employee Classification is a classification of Employees,
         the members of which are eligible to participate in the Plan. The Plan
         covers all employee classifications except Leased Employees, workers
         classified by the Employer as Independent Contractors, Employees
         classified by the Employer as Part Time Employees and who fail to work
         at least 1,000 hours during any Plan Year and during the Employee's
         initial Year of Eligibility Service, and union employees who are not
         explicitly covered by the plan pursuant to the terms of a collective
         bargaining agreement.

1.11     ELIGIBLE PARTICIPANT
         An Eligible Participant is a Participant who, in accordance with the
         provisions of Article 3, is eligible to share in the allocation of a
         contribution for a given Contribution Period.

1.12     EMPLOYEE

         (a)      IN GENERAL
                  An Employee is any person who is employed by the Employer or a
                  Participating Employer. An individual classified by the
                  Employer as an Independent Contractor is not considered to be
                  an Employee.

         (b)      LEASED EMPLOYEE
                  A Leased Employee means any person who, pursuant to an
                  agreement between the Employer or any Related Employer
                  ("Recipient Employer") and any other person ("leasing
                  organization"), has performed services for the Recipient
                  Employer on a substantially full-time basis for a period of at
                  least one year and such services are performed under the
                  primary direction or control of the Recipient Employer.

                  Any Leased Employee will be treated as an Employee of the
                  Recipient Employer; however, contributions or benefits
                  provided by the leasing organization which are attributable to
                  the services performed for the Recipient Employer will be
                  treated as provided by the Recipient Employer. If all Leased
                  Employees constitute less than 20% of the Employer's
                  non-highly-compensated work force within the meaning of Code
                  Section 414(n)(1)(c)(ii), then the preceding sentence will not
                  apply to any Leased Employee if such Employee is covered by a
                  money purchase pension plan ("Safe Harbor Plan") which
                  provides: (1) a nonintegrated employer contribution rate of at
                  least 10% of compensation, (2) immediate participation, and
                  (3) full and immediate vesting.

                  Years of Service for purposes of eligibility to participate in
                  the Plan and Years of Service for purposes of determining a
                  Participant's Vested Percentage include service by an Employee
                  as a Leased Employee.

1.13     EMPLOYER
         The Employer and Plan Sponsor is Capstar Broadcasting Partners, Inc. A
         Participating Employer is any organization which has adopted this Plan
         and Trust in accordance with Section 8.07. Unless otherwise specified,
         the term, Employer, also refers to any Participating Employer.

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         The term Predecessor Employer means any prior employer to which the
         Employer is the successor, including any Predecessor Employer for which
         the Employer maintains the obligations of a Predecessor Plan
         established by the Predecessor Employer. Service with a Predecessor
         Employer will be included as Service with the Employer for all purposes
         under this Plan.

1.13     EMPLOYMENT COMMENCEMENT DATE
         The date an Employee first performs an Hour of Service for the Employer
         is his Employment Commencement Date.

1.14     ENTRY DATE
         Entry Date means the first day of the month which coincides with or
         next follows the date upon which the eligibility requirements are met.

1.16     FISCAL YEAR
         Fiscal Year means the taxable year of the Plan Sponsor. The Fiscal Year
         of the Plan Sponsor is the 12 month period beginning January 1 and
         ending December 31.

1.17     FORFEITURE
         The term Forfeiture refers to that portion, if any, of a Participant's
         Accrued Benefit which is in excess of his Vested Accrued Benefit
         following the termination of the Participant's employment.

         A Forfeiture is considered to occur as of the earlier of (a) the date
         of the occurrence of the fifth of 5 consecutive One Year
         Breaks-in-Service or (b) the date a Cash-Out Distribution occurs in
         accordance with the provisions of Article 5

1.18     HIGHLY COMPENSATED DEFINITIONS

         (a)      COMPENSATION
                  For purposes of this Section, Compensation means Aggregate
                  Compensation as defined in Section 7.03(a) plus (for Plan
                  Years beginning prior to January 1, 1998) amounts contributed
                  by the Employer pursuant to a salary reduction agreement which
                  are excludable from the gross income of the Employee under
                  Code Section 125, 402(e)(3), 402(h), 402(k) or 403(b).
                  Compensation in excess of the Statutory Compensation Limit
                  will be disregarded.

         (b)      DETERMINATION YEAR
                  Determination Year means the Plan Year for which the
                  determination of who is Highly Compensated is being made.

         (c)      RESERVED

         (d)      HIGHLY COMPENSATED EMPLOYEE
                  Highly Compensated Employee means any individual who is a
                  Highly Compensated Active Employee or a Highly Compensated
                  Former Employee within the meaning of Code Section 414(q) and
                  the regulations thereunder.

                  Highly Compensated Active Employee Highly Compensated Active
                  Employee means any individual who:

                  (1)      During the Determination Year or the Lookback Year
                           was at any time a 5-percent Owner (within the meaning
                           of Code Section 416(i)) of the Employer or any
                           Related Employer; or

                  (2)      During the Lookback Year (i) received Compensation
                           from the Employer and all Related Employers in excess
                           of $80,000 (or any greater amount determined by
                           regulations issued by the Secretary of the Treasury
                           under Code Section 415(d)); and

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                           (ii), if the Plan Sponsor elects the application of
                           this clause for such Lookback Year, was in the
                           Top-paid Group for such Lookback Year.

         (f)      HIGHLY COMPENSATED FORMER EMPLOYEE
                  Highly Compensated Former Employee means any Former Employee
                  who had a Separation Year (within the meaning of Treasury
                  Regulation Section 1.414(q)-1T Q&A-5) and was a Highly
                  Compensated Active Employee for either the Separation Year or
                  any Determination Year ending on or after the Employee's 55th
                  birthday.

         (g)      HIGHLY COMPENSATED GROUP
                  Highly Compensated Group means all Highly Compensated
                  Employees.

         (h)      LOOKBACK YEAR
                  Lookback Year means the 12-month period immediately preceding
                  the Determination Year.

         (i)      NON-HIGHLY COMPENSATED EMPLOYEE
                  Non-Highly Compensated Employee means an Employee who is not a
                  Highly Compensated Employee.

         (j)      NON-HIGHLY COMPENSATED GROUP
                  Non-Highly Compensated Group means all Non-Highly Compensated
                  Employees.

         (k)      TOP-PAID GROUP
                  Top-Paid Group means those individuals who are among the top
                  20 percent of Employees of the Employer and all Related
                  Employers when ranked on the basis of Compensation received
                  during the year. In determining the number of individuals in
                  the Top-Paid Group (but not the identity of those
                  individuals), the following individuals may be excluded:

                  (1)      Employees who have not completed 6 months of Service
                           by the end of the year. For this purpose, an Employee
                           who has completed One Hour of Service in any calendar
                           month will be credited with one month of Service;

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

                  (3)      Employees who normally work fewer than 6 months
                           during any year. For this purpose, an Employee who
                           has worked on one day of a month is treated as having
                           worked for the whole month;

                  (4)      Employees who have not reached age 21 by the end of
                           the year;

                  (5)      Nonresident aliens who received no earned income
                           (which constitutes income from sources within the
                           United States) within the year from the Employer or
                           any Related 1-4 Employer; and

                  (6)      Employees covered by a collective bargaining
                           agreement negotiated in good faith between the
                           employee representatives and the Employer or a group
                           of employers of which the Employer is a member if (i)
                           90% or more of all employees of the Employer and all
                           Related Employers are covered by collective
                           bargaining agreements, and (ii) this Plan covers only
                           Employees who are not covered under a collective
                           bargaining agreement.


                                       1-4


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1.19     HOUR OF SERVICE
         An Hour of Service means:

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

         (b)      Each hour for which an Employee is paid, or entitled to
                  payment, by the Employer on account of a period of time during
                  which no duties are performed (irrespective of whether the
                  employment relationship has terminated) due to vacation,
                  holiday, illness, incapacity (including disability), layoff,
                  jury duty, military duty or leave of absence. No more than 501
                  Hours of Service will be credited under this paragraph for any
                  12-month 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. The
                  same Hours of Service will not be credited both under
                  paragraphs (a) or (b), as the case may be, and under this
                  paragraph (c). These hours will be credited to the Employee
                  for the computation period or periods to which the award or
                  agreement pertains rather than the computation period in which
                  the award, agreement or payment is made.

         Hours of Service for all Employees will be determined on the basis of
         actual hours for which an Employee is paid or is entitled to payment.
         Hours of Service will be credited for employment with any Related
         Employer or any Predecessor Employer. Hours of Service will be credited
         for any individual considered an employee under Code Section 414(n) or
         414(o) and the regulations thereunder.

         Solely for purposes of determining whether a One Year Break-in-Service
         has occurred, a Participant who is absent from work on an authorized
         Leave of Absence or by reason of the Participant's pregnancy, birth of
         the Participant's child, placement of a child with the Participant in
         connection with the adoption of such child, or for the purpose of
         caring for such child for a period immediately following such birth or
         placement, will receive credit for the Hours of Service which otherwise
         would have been credited to the Participant but for such absence. The
         Hours of Service credited under this paragraph will be credited in the
         Plan Year in which the absence begins if such crediting is necessary to
         prevent a One Year Break-in-Service in such Plan Year; otherwise, such
         Hours of Service will be credited in the following Plan Year. The Hours
         of Service credited under this paragraph are those which would normally
         have been credited but for such absence; in any case in which the Plan
         Administrator is unable to determine such hours normally credited, 8
         Hours of Service per day will be credited. No more than 501 Hours of
         Service will be credited under this paragraph for any 12-month period.
         The Date of Severance is the second anniversary of the date on which
         the absence begins. The period between the initial date of absence and
         the first anniversary of the initial date of absence is deemed to be a
         period of Service. The period between the first and second
         anniversaries of the initial date of absence is neither a period of
         service nor a 1-5 period of severance.

1.20     INVESTMENT FUND
         An Investment Fund means any portion of the assets of the Trust Fund
         which the Plan Administrator designates as an Investment Fund and for
         which the Plan Administrator maintains a set of accounts separate from
         the remaining assets of the Trust Fund.

         (a)      Specific Investment Fund means an Investment Fund which is
                  designated as a Specific Investment Fund by the Plan
                  Administrator in a manner and form acceptable to the Trustee.

         (b)      General Investment Fund means all assets of the Trust Fund
                  excluding the assets of any Specific Investment Funds.


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1.21     LEAVE OF ABSENCE
         An authorized Leave of Absence means a period of time of one year or
         less granted to an Employee by the Employer due to illness, injury,
         temporary reduction in work force, or other appropriate cause or due to
         military service during which the Employee's reemployment rights are
         protected by law, provided the Employee returns to the service of the
         Employer on or before the expiration of such leave, or in the case of
         military service, within the time his reemployment rights are so
         protected or within 60 days of his discharge from military service if
         no federal law is applicable. All authorized Leaves of Absence are
         granted or denied by the Employer in a uniform and nondiscriminatory
         manner, treating Employees in similar circumstances in a like manner.

         If the Participant does not return to active service with the Employer
         on or prior to the expiration of his authorized Leave of Absence he
         will be considered to have had a Date of Severance as of the earlier of
         the date on which his authorized Leave of Absence expired, the first
         anniversary of the last date he worked at least one hour as an Active
         Participant, or the date on which he resigned or was discharged.

1.22     RESERVED

1.23     NORMAL RETIREMENT AGE
         A Participant's Normal Retirement Age is age 65.

1.24     NORMAL RETIREMENT DATE
         A Participant's Normal Retirement Date is the date on which the
         Participant attains Normal Retirement Age.

1.25     ONE YEAR BREAK-IN-SERVICE
         One Year Break-in-Service is defined in Section 1.42(a).

1.26     PARTICIPANT
         The term Participant means an Employee or former Employee who is
         eligible to participate in this Plan and who is or who may become
         eligible to receive a benefit of any type from this Plan or whose
         Beneficiary may be eligible to receive any such benefit.

         (a)      Active Participant means a Participant who is currently an
                  Employee in an Eligible Employee Classification.

         (b)      Disabled Participant means a Participant who has terminated
                  his employment with the Employer due to his Disability and who
                  is receiving or is entitled to receive benefits from the Plan.

         (c)      Retired Participant means a Participant who has terminated his
                  employment with the Employer after meeting the requirements
                  for his Normal Retirement Date and who is receiving or is
                  entitled to receive benefits from the Plan.

         (d)      Vested Terminated Participant means a Participant who has
                  terminated his employment with the Employer and who has a
                  nonforfeitable right to all or a portion of his or her Accrued
                  Benefit and who has not received a distribution of the value
                  of his or her Vested Accrued Benefit.

         (e)      Inactive Participant means a Participant who has (i)
                  interrupted his status as an Active Participant without
                  becoming a Disabled, Retired or Vested Terminated Participant
                  and (ii) has a non-forfeitable right to all or a portion of
                  his Accrued Benefit and has not received a complete
                  distribution of his benefit.


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         (f)      Former Participant means a Participant who has terminated his
                  employment with the Employer and who currently has no
                  nonforfeitable right to any portion of his or her Accrued
                  Benefit.

1.27     PAYROLL WITHHOLDING AGREEMENT
         If a written Payroll Withholding Agreement is required pursuant to the
         provisions of Article 3, then each Participant who elects to
         participate in the Plan will file such agreement on or before the first
         day of the payroll period for which the agreement is applicable (or at
         some other time as specified by the Plan Administrator). Such agreement
         will be effective for each payroll period thereafter until modified or
         amended.

         The terms of such agreement will provide that the Participant agrees to
         have the Employer withhold, each payroll period, any whole percentage
         of his Compensation (or such other amount as allowed by the Plan
         Administrator under rules applied on a uniform and nondiscriminatory
         basis), not to exceed the limitations of Article 7. In consideration of
         such agreement, the Employer periodically will make a contribution to
         the Participant's proper Account(s) in an amount equal to the total
         amount by which the Participant's Compensation from the Employer was
         reduced during applicable payroll periods pursuant to the Payroll
         Withholding Agreement.

         Notwithstanding the above, Payroll Withholding Agreements will be
         governed by the following general guidelines:

         (a)      A Payroll Withholding Agreement will apply to each payroll
                  period during which an effective agreement is on file with the
                  Employer. Upon termination of employment, such agreement will
                  become void.

         (b)      The Plan Administrator will establish and apply guidelines
                  concerning the frequency and timing of amendments or changes
                  to Payroll Withholding Agreements. Notwithstanding the
                  foregoing, a Participant may revoke his Payroll Withholding
                  Agreement at any time and discontinue all future withholding.

         (c)      The Plan Administrator may amend or revoke its Payroll
                  Withholding Agreement with any Participant at any time, if the
                  Employer determines that such revocation or amendment is
                  necessary to insure that a Participant's Annual Additions for
                  any Plan Year will not exceed the limitations of Article 7 or
                  to insure that the requirements of Sections 401(k) and 401(m)
                  of the Code have been satisfied with respect to the amount
                  which may be withheld and contributed on behalf of the Highly
                  Compensated Group.

         (d)      Except as provided above, a Payroll Withholding Agreement may
                  not be revoked or amended by the Participant or the Employer.

1.28     PLAN, PLAN AND TRUST, TRUST
         The terms Plan, Plan and Trust and Trust mean Capstar Broadcasting
         Partners 401(k) Retirement Plan and Trust. The Plan Identification
         Number is 001. The Plan is a profit sharing plan.

         The term Predecessor Plan means any qualified plan previously
         established and maintained by the Employer and to which this Plan is
         the successor.

1.29     PLAN ADMINISTRATOR
         The Plan Administrator is Capstar Broadcasting Partners, Inc. unless
         the Plan Sponsor designates one or more individuals to serve as Plan
         Administrator pursuant to Section 9.01.

1.30     PLAN YEAR
         The Plan Year is the 12 month period beginning January 1 and ending
         December 31. The Limitation Year coincides with the Plan Year.


                                       1-7


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1.31     RESERVED

1.32     QUALIFIED ANNUITY DEFINITIONS

         (a)      ANNUITY STARTING DATE
                  Annuity Starting Date means (i) the first day of the first
                  period for which an amount is payable as an annuity, or (ii)
                  in the case of a benefit not payable in the form of an
                  annuity, the first day on which all events have occurred which
                  entitled the Participant to such benefit.

         (b)      QUALIFIED ELECTION

                  (1)      IN GENERAL
                           Qualified Election means a written waiver of a
                           Qualified Joint and Survivor Annuity or a Qualified
                           Survivor Annuity. The waiver must be consented to by
                           the Participant's spouse with such written consent
                           witnessed by a representative of the Plan
                           Administrator or a notary public. The spouse's
                           consent must include the designation of a specific
                           Beneficiary and the form of payment which cannot be
                           changed without the consent of the spouse. Such
                           consent will not be required if the Participant
                           establishes to the satisfaction of the Plan
                           Administrator that such written consent may not be
                           obtained because there is no spouse, the spouse
                           cannot be located or other circumstances that may be
                           prescribed by Treasury Regulations. Any consent which
                           is required under this Section will be valid only
                           with respect to the spouse who signs the consent (or
                           in the event of a deemed Qualified Election, the
                           designated spouse). Additionally, any revocation of a
                           prior waiver may be made by a Participant without the
                           consent of the spouse at any time before the Annuity
                           Starting Date; however, any waiver of a Qualified
                           Joint and Survivor Annuity or a Qualified Survivor
                           Annuity which follows such revocation must be in
                           writing and must be consented to by the Participant's
                           spouse. The number of waivers or revocations of such
                           waivers will not be limited.

                  (2)      QUALIFIED JOINT AND SURVIVOR ANNUITY NOTICES
                           Not more than 90 days nor less than 30 days before
                           the Participant's Annuity Starting Date, the Plan
                           Administrator will provide the Participant a written
                           explanation of:

                           o        the terms and conditions of a Qualified
                                    Joint and Survivor Annuity;

                           o        the Participant's right to make and the
                                    effect of a Qualified Election to waive the
                                    Qualified Joint and Survivor Annuity form of
                                    benefit;

                           o        a general description of the eligibility
                                    conditions and other material features of
                                    the optional forms of benefit and sufficient
                                    additional information to explain the
                                    relative values of the optional forms of
                                    benefit available;

                           o        the rights of the Participant's spouse; and

                           o        the right to make, and the effect of, a
                                    revocation of a previous Qualified Election
                                    to waive the Qualified Joint and Survivor
                                    Annuity.

                  (3)      QUALIFIED SURVIVOR ANNUITY NOTICES
                           The election period to waive the Qualified Survivor
                           Annuity begins on the first day of the Plan Year in
                           which the Participant attains age 35 and ends on the
                           date of the Participant's death. If a Vested
                           Terminated Participant separates from service before
                           the beginning of the election period, the election
                           period begins on the date of separation from service.


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                           The Plan Administrator will, within the applicable
                           notice period, provide each Participant a written
                           explanation of the Qualified Survivor Annuity
                           containing comparable information to that required
                           under the provisions of Section 1.32(b)(2). For
                           purposes of this paragraph, the term "applicable
                           notice period" means whichever of the following
                           periods ends last:

                           o        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;

                           o        the period beginning two years before and
                                    ending 12 months after the individual
                                    becomes a Participant;

                           o        the period beginning two years before and
                                    ending 12 months after the joint and
                                    survivor rules become effective for the
                                    Participant; or

                           o        the period beginning one year before and
                                    ending 12 months after the Participant
                                    separates from service before attaining age
                                    35.

                           A Participant who will not have attained age 35 as of
                           the end of any current Plan Year may make a special
                           Qualified Election to waive the Qualified Survivor
                           Annuity for the period beginning on the date of the
                           election and ending on the first day of the Plan Year
                           in which the Participant attains age 35. The Election
                           will not be valid unless the Participant receives a
                           written explanation of the Qualified Survivor Annuity
                           in terms comparable to the explanation required
                           above. Qualified Survivor Annuity coverage will
                           automatically resume as of the first day of the Plan
                           Year in which the Participant attains age 35. Any new
                           waiver on or after that date will be subject to the
                           full requirements of this Section 1.32(b).

         (c)      QUALIFIED JOINT AND SURVIVOR ANNUITY
                  A Qualified Joint and Survivor Annuity means an annuity which
                  is purchased from an Insurer and which is payable for the life
                  of the Participant with a survivor annuity for the life of his
                  Surviving Spouse in an amount which is 50% of the amount
                  payable during the joint lives of the Participant and his
                  spouse. The amount of the Qualified Joint and Survivor Annuity
                  will be the amount of benefit which can be purchased from an
                  Insurer with the Participant's Vested Accrued Benefit.

         (d)      QUALIFIED LIFE ANNUITY
                  A Qualified Life Annuity means an annuity which is purchased
                  from an Insurer and which is payable for the lifetime of the
                  Participant with payments terminating upon the death of the
                  Participant. The amount of the Qualified Life Annuity will be
                  the amount of benefit which can be purchased from an Insurer
                  with the Participant's Vested Accrued Benefit.

         (e)      QUALIFIED SURVIVOR ANNUITY
                  A Qualified Survivor Annuity which a Surviving Spouse will be
                  eligible to receive under the provisions of Section 6.02 means
                  a monthly benefit payable for the remaining lifetime of the
                  Surviving Spouse. The amount of the Qualified Survivor Annuity
                  benefit will be the amount of benefit which can be purchased
                  from an Insurer with the Participant's Vested Accrued Benefit.

                  If the Participant's Vested Accrued Benefit is $3,500 or less,
                  the Plan Administrator will direct the immediate distribution
                  of the Participant's Vested Accrued Benefit to the Surviving
                  Spouse. If the Participant's Vested Accrued Benefit at the
                  time of any distribution exceeds $3,500, the Vested Accrued
                  Benefit at any later time will be deemed to exceed $3,500. The
                  Surviving Spouse may elect to receive the Qualified Survivor
                  Annuity as a lump sum.

                                       1-9


<PAGE>   13



                  Effective for the Plan Year beginning January 1, 1998, $5,000
                  shall be substituted for $3,500 in this paragraph in
                  compliance with the Taxpayer Relief Act of 1997.

1.33     RELATED EMPLOYER
         The terms Related Employer and Affiliated Employer are used
         interchangeably and mean any other corporation, association, company or
         entity on or after the Effective Date which is, along with the
         Employer, a member of a controlled group of corporations (as defined in
         Code Section 414(b)), a group of trades or businesses which are under
         common control (as defined in Code Section 414(c)), an affiliated
         service group (as defined in Code Section 414(m)), or any organization
         or arrangement required to be aggregated with the Employer by Treasury
         Regulations issued under Code Section 414(o).

1.34     REQUIRED BEGINNING DATE
         The Required Beginning Date for the commencement of benefit payments
         from the Plan is the April 1 immediately following the calendar year in
         which he attains age 70-1/2 for a Participant who is a Five Percent
         Owner as defined in Section 1.36(d)(1) with respect to the Plan Year in
         which the Participant attains age 70-1/2.

         The Required Beginning Date for the commencement of benefit payments
         from the Plan for any other Participant is the April 1 immediately
         following the later of (i) the calendar year in which the Participant
         attains age 70-1/2, or (ii) if so elected by the Participant, the
         calendar year in which the Participant retires.

1.35     SURVIVING SPOUSE
         Surviving Spouse means a deceased Participant's spouse who was married
         to the Participant on the Participant's date of death. The Plan
         Administrator and the Trustee may rely conclusively on a Participant's
         written statement of his marital status. Neither the Plan Administrator
         nor the Trustee is required at any time to inquire into the validity of
         any marriage, the effectiveness of a common-law relationship or the
         claim of any alleged spouse which is inconsistent with the
         Participant's report of his marital status and the identity of his
         spouse.

1.36     TOP-HEAVY DEFINITIONS

         (a)      AGGREGATE ACCOUNT
                  Aggregate Account means, with respect to each Participant, the
                  value of all accounts maintained on behalf of the Participant,
                  whether attributable to Employer or Employee contributions,
                  used to determine Top-Heavy Plan status under the provisions
                  of a defined contribution plan. A Participant's Aggregate
                  Account as of the Determination Date will be the sum of:

                  o        the balance of his Account(s) as of the most recent
                           valuation date occurring within a 12-month period
                           ending on the Determination Date (excluding any
                           amounts attributable to deductible voluntary employee
                           contributions); plus

                  o        contributions that would be allocated as of a date
                           not later than the Determination Date, even though
                           those amounts are not yet made or required to be
                           made; plus

                  o        any Plan Distributions made within the Plan Year that
                           includes the Determination Date or within the four
                           preceding Plan Years.

         (b)      AGGREGATION GROUP
                  Aggregation Group means either a Required Aggregation Group or
                  a Permissive Aggregation Group as hereinafter determined.


                                      1-10


<PAGE>   14



                  (1)      REQUIRED AGGREGATION GROUP
                           Each plan of the Employer in which a Key Employee is
                           a Participant, and each other plan of the Employer
                           which enables any plan in which a Key Employee
                           participates to meet the requirements of Code Section
                           401(a)(4) or 410, will be aggregated and the
                           resulting group will be known as a Required
                           Aggregation Group.

                           Each plan in the Required Aggregation Group will be
                           considered a Top-Heavy Plan if the Required
                           Aggregation Group is a Top-Heavy Group. No plan in
                           the Required Aggregation Group will be considered a
                           Top-Heavy Plan if the Required Aggregation Group is
                           not a Top-Heavy Group.

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

                           Only a plan that is part of the Required Aggregation
                           Group will be considered a Top-Heavy Plan if the
                           Permissive Aggregation Group is a Top-Heavy Group. No
                           plan in the Permissive Aggregation Group will be
                           considered a Top-Heavy Plan if the Permissive
                           Aggregation Group is not a Top-Heavy Group.

                           Only those plans of the Employer in which the
                           Determination Dates fall within the same calendar
                           year will be aggregated in order to determine whether
                           the plans are Top-Heavy Plans.

         (c)      DETERMINATION DATE
                  Determination Date means the last day of the preceding Plan
                  Year, or, in the case of the first Plan Year, the last day of
                  the first Plan Year.

         (d)      KEY EMPLOYEE
                  Key Employee means any Employee or former Employee (and his
                  Beneficiary) who, at any time during the Plan Year or any of
                  the preceding four Plan Years, was:

                  (1)      A "Five Percent Owner" of the Employer. "Five Percent
                           Owner" means any person who owns (or is considered as
                           owning within the meaning of Code Section 318) more
                           than 5% of the value of the outstanding stock of the
                           Employer or stock possessing more than 5% of the
                           total combined voting power of all stock of the
                           Employer. If the Employer is not a corporation, Five
                           Percent Owner means any person who owns more than 5%
                           of the capital or profits interest in the Employer.
                           In determining percentage ownership hereunder,
                           Related Employers will be treated as separate
                           Employers; or

                  (2)      A "One Percent Owner" of the Employer having
                           Compensation from the Employer of more than $150,000.
                           "One Percent Owner" means any person who owns (or is
                           considered as owning within the meaning of Code
                           Section 318) more than 1% of the value of the
                           outstanding stock of the Employer or stock possessing
                           more than 1% of the total combined voting power of
                           all stock of the Employer. If the Employer is not a
                           corporation, One Percent Owner means any person who
                           owns more than 1% of the capital or profits interest
                           in the Employer. In determining percentage ownership
                           hereunder, Related Employers will be treated as
                           separate Employers. However, in determining whether
                           an individual has Compensation of more than $150,000,
                           Compensation from each Related Employer will be taken
                           into account.

                  (3)      One of the 10 Employees having Compensation not less
                           than the Defined Contribution Dollar Limit (as
                           defined in Section 7.03(j) for the Plan Year) who
                           owns

                                      1-11


<PAGE>   15



                           (or is considered as owning within the meaning of
                           Code Section 318) both greater than 1/2% interest and
                           the largest interests in all Employers required to be
                           aggregated under Code Sections 414(b), (c), (m) and
                           (o);

                  (4)      An officer (within the meaning of the regulations
                           under Code Section 416) of the Employer having
                           Compensation greater than 50% of the Defined Benefit
                           Dollar Limit as defined in Section 7.03(f) for the
                           Plan Year;

                           For purposes of this Section, Compensation means
                           Aggregate Compensation as defined in Section 7.03(a)
                           plus (for Plan Years beginning prior to January 1,
                           1998) any amounts contributed by the Employer
                           pursuant to a salary reduction agreement which are
                           excludable from the gross income of the Employee
                           under Code Section 125, 402(e)(3), 402(h), 402(k) or
                           403(b). Compensation in excess of the Statutory
                           Compensation Limit is disregarded.

         (e)      NON-KEY EMPLOYEE
                  Non-Key Employee means any Employee (and his Beneficiaries)
                  who is not a Key Employee.

         (f)      PLAN DISTRIBUTIONS
                  Plan distributions include distributions made before January
                  1, 1984, and distributions under a terminated plan which, if
                  it had not been terminated, would have been required to be
                  included in an aggregation group. However, distributions made
                  after the valuation date and before the Determination Date are
                  not included to the extent that they are already included in
                  the Participant's Single Sum Benefit as of the valuation date.

                  With respect to "unrelated" rollovers and plan-to-plan
                  transfers (those which are both initiated by an employee and
                  made from a plan maintained by one employer to a plan
                  maintained by another employer), if such a rollover or
                  plan-to-plan transfer is made from this Plan, it will be
                  considered as a distribution for purposes of this Section. If
                  such a rollover or plan-to-plan transfer is made to this Plan,
                  it will not be considered as part of the Participant's Single
                  Sum Benefit. However, an unrelated rollover or plan-to-plan
                  transfer accepted before January 1, 1984, will be considered
                  as part of the Participant's Single Sum Benefit.

                  With respect to "related" rollovers and plan-to-plan transfers
                  (those which are either not initiated by an employee or are
                  made from one plan to another plan maintained by the same
                  employer), if such a rollover or plan-to-plan transfer is made
                  from this Plan, it will not be considered as a distribution
                  for purposes of this Section. If such a rollover or
                  plan-to-plan transfer is made to this Plan, it will be
                  considered as part of the Participant's Single Sum Benefit.

         (g)      PRESENT VALUE OF ACCRUED BENEFIT
                  In the case of the defined benefit plan, a Participant's
                  Present Value of Accrued Benefit, for Top-Heavy determination
                  purposes, will be determined using the following rules:

                  (1)      The Present Value of Accrued Benefit will be
                           determined as of the most recent "valuation date"
                           within a 12-month period ending on the Determination
                           Date.

                  (2)      For the first Plan Year, the Present Value of Accrued
                           Benefit will be determined as if (a) the Participant
                           terminated service as of the Determination Date; or
                           (b) the Participant terminated service as of the
                           valuation date, but taking into account the estimated
                           Present Value of Accrued Benefits as of the
                           Determination Date.

                  (3)      For any other Plan Year, the Present Value of Accrued
                           Benefit will be determined as if the Participant
                           terminated service as of the valuation date.


                                      1-12


<PAGE>   16



                  (4)      The valuation date must be the same date used for
                           computing the defined benefit plan minimum funding
                           costs, regardless of whether a calculation is
                           performed that plan year.

                  (5)      A Participant's Present Value of Accrued Benefit as
                           of a Determination Date will be the sum of:

                           o        the present value of his Accrued Benefit
                                    determined using the actuarial assumptions
                                    which are specified below; plus

                           o        any Plan Distributions made within the Plan
                                    Year that includes the Determination Date or
                                    within the four preceding Plan Years; plus

                           o        any employee contributions, whether
                                    voluntary or mandatory. However, amounts
                                    attributable to qualified voluntary employee
                                    contributions, as defined in Code Section
                                    219(e)(2) will not be considered to be a
                                    part of the Participant's Present Value of
                                    Accrued Benefit.

                           For purposes of this Section, the present value of a
                           Participant's Accrued Benefit will be equal to the
                           greater of the present value determined using the
                           actuarial assumptions which are specified for
                           Actuarial Equivalent purposes or the present value
                           determined using the "Applicable Interest Rate." The
                           Applicable Interest Rate is the rate or rates that
                           would be used by the Pension Benefit Guaranty
                           Corporation for a trusteed single-employer plan to
                           value a Participant's or Beneficiary's benefit on the
                           date of distribution (the "PBGC Rate"). If the
                           present value using the PBGC Rate exceeds $25,000,
                           the Applicable Interest Rate is 120% of the PBGC
                           Rate. However, the use of 120% of the PBGC Rate will
                           never result in a present value less than $25,000.

                  (6)      Solely for the purpose of determining if this Plan
                           (or any other plan included in a Required Aggregation
                           Group of which this Plan is a part) is Top- Heavy,
                           the Accrued Benefit of any Employee other than a Key
                           Employee will be determined under

                           (A)      the method, if any, that uniformly applies
                                    for accrual purposes under all plans
                                    maintained by the Employer or any Related
                                    Employer, or

                           (B)      if there is no such method, as if the
                                    benefit accrued no more rapidly than the
                                    slowest accrual rate permitted under the
                                    fractional accrual rate of Code Section
                                    411(b)(1)(c).

         (h)      SINGLE SUM BENEFIT
                  The Single Sum Benefit for any Participant in a defined
                  benefit pension plan will be equal to his Present Value of
                  Accrued Benefit. The Single Sum Benefit for any Participant in
                  a defined contribution plan will be equal to his Aggregate
                  Account.

         (i)      TOP-HEAVY GROUP
                  Top-Heavy Group means an Aggregation Group in which, as of the
                  Determination Date, the Single Sum Benefits of all Key
                  Employees under all plans included in the group exceeds 60% of
                  a similar sum determined for all Participants.

                  Super Top-Heavy Group means an Aggregation Group in which, as
                  of the Determination Date, the sum of (1) the Single Sum
                  Benefits of all Key Employees under all defined benefit plans
                  included in the group, plus (2) the Single Sum Benefit of all
                  Key Employees under all defined contribution plans included in
                  the group exceeds 90% of a similar sum determined for all
                  Participants.

                                      1-13


<PAGE>   17




         (j)      TOP-HEAVY PLAN
                  This Plan will be a Top-Heavy Plan for any Plan Year beginning
                  after December 31, 1983, in which, as of the Determination
                  Date, the Single Sum Benefits of all Key Employees exceed 60%
                  of the Single Sum Benefits of all Participants under this
                  Plan.

                  This Plan will be a Super Top-Heavy Plan for any Plan Year
                  beginning after December 31, 1983, in which, as of the
                  Determination Date, the Single Sum Benefits of all Key
                  Employees exceed 90% of the Single Sum Benefits of all
                  Participants under this Plan.

                  If any Participant is a Non-Key Employee for a given Plan
                  Year, but was a Key Employee for any prior Plan Year, the
                  Participant's Single Sum Benefit will not be taken into
                  account for purposes of determining whether this Plan is a
                  Top-Heavy or Super Top-Heavy Plan (or whether any Aggregation
                  Group which includes this Plan is a Top-Heavy or Super
                  Top-Heavy Group).

                  If an individual has performed no services for the Employer at
                  any time during the 5-year period ending on the Determination
                  Date, any Single Sum Benefit of such individual will not be
                  taken into account for purposes of determining whether this
                  Plan is a Top-Heavy or Super Top-Heavy Plan (or whether any
                  Aggregation Group which includes this Plan is a Top-Heavy
                  Group or Super Top-Heavy Group).

1.37     TRUST FUND, TRUST
         These terms mean the total cash, securities, real property, insurance
         contracts and any other property held by the Trustee.

1.38     TRUSTEE
         The Trustee is Charles Schwab Trust Company or any successor Trustee.

1.39     VESTED PERCENTAGE
         A Participant's Vested Percentage as of a given date will be that
         percentage determined in accordance with the Vesting Schedule.
         Notwithstanding the preceding, a Participant will be 100% vested upon
         reaching the earlier of (a) his Normal Retirement Age or (b) the later
         of the date upon which the Participant attains age 65 or reaches the
         5th anniversary of the date he commenced participation in the Plan.

1.40     VESTING SCHEDULE
         A Participant's Vested Percentage will be determined in accordance with
         the following table:

<TABLE>
<CAPTION>
      YEARS OF VESTING SERVICE                   Vested Percentage
-------------------------------------  -------------------------------------
<S>                                    <C>
         Less than 1 Year                                0%
         1 Year                                         20%
         2 Years                                        40%
         3 Years                                        60%
         4 Years                                        80%
         5 Years or more                               100%
-------------------------------------  -------------------------------------
</TABLE>

1.41     WRITTEN RESOLUTION
         The terms Written Resolution and Written Consent are used
         interchangeably and reflect decisions, authorizations, etc. by the
         Employer.


                                      1-14


<PAGE>   18



1.42     YEAR OF SERVICE

         (a)      CREDITING YEARS OF SERVICE
                  Years of Service are determined using the Elapsed Time Method
                  and/or the Hours of Service Method as specified in this
                  Section.

                  (1)      ELAPSED TIME METHOD
                           Under the Elapsed Time Method, Years of Service are
                           based upon an Employee's Elapsed Time of employment
                           irrespective of the number of hours actually worked
                           during such period; a Year of Service (including a
                           fraction thereof) will be credited for each completed
                           365 days of Elapsed Time which need not be
                           consecutive. The following terms are used in
                           determining Years of Service under the Elapsed Time
                           Method:

                           (A)      Date of Severance (Termination) - means the
                                    earlier of (i) the actual date an Employee
                                    resigns, is discharged, dies or retires, or
                                    (ii) the first anniversary of the date an
                                    Employee is absent from work (with or
                                    without pay) for any other reason, e.g.,
                                    disability, vacation, leave of absence,
                                    layoff, etc.

                           (B)      Elapsed Time - means the total period of
                                    service which has elapsed between a
                                    Participant's Employment Commencement Date
                                    and Date of Termination including Periods of
                                    Severance where a One Year Break-in-Service
                                    does not occur.

                           (C)      Employment Commencement Date - means the
                                    date an Employee first performs one Hour of
                                    Service for the Employer.

                           (D)      One Year Break-in-Service - means any
                                    365-day period following an Employee's Date
                                    of Termination as defined above in which the
                                    Employee does not complete at least one Hour
                                    of Service

                           (E)      Period of Severance - is the time between
                                    the actual Date of Severance as defined
                                    above and the subsequent date, if any, on
                                    which the Employee performs an Hour of
                                    Service.

                           All periods of employment will be aggregated
                           including Periods of Severance unless there is a One
                           Year Break-in-Service.

                  (2)      HOURS OF SERVICE METHOD
                           Under the Hours of Service Method, a Year of Service
                           is credited for each 12 consecutive month Computation
                           Period during which an Employee is credited with a
                           specified number of Hours of Service.

                           Under the Hours of Service Method, a One Year
                           Break-in-Service means any Computation Period during
                           which an Employee completes 500 or fewer Hours of
                           Service.

                  Years of Eligibility Service for purposes of determining
                  eligibility to participate in the Plan and Years of Vesting
                  Service for purposes of determining a Participant's Vested
                  Percentage include service with any organization which is a
                  Related Employer with respect to the Employer.

                                      1-15


<PAGE>   19




         (b)      FOR ELIGIBILITY PURPOSES
                  Years of Service for purposes of eligibility to participate in
                  the Plan are referred to as Years of Eligibility Service and
                  are determined using the Hours of Service Method.

                  A Year of Eligibility Service is credited for each Computation
                  Period during which an Employee is credited with at least
                  1,000 Hours of Service. The initial Computation Period is the
                  12 consecutive month period beginning with the Employee's
                  Employment Commencement Date. Thereafter, the Computation
                  Period is the Plan Year beginning with the Plan Year in which
                  the initial Computation Period ends.

                  All of an Employee's Years of Eligibility Service are taken
                  into account in determining his eligibility to participate.

         (c)      FOR VESTING PURPOSES
                  Years of Service for purposes of computing a Participant's
                  Vested Percentage are referred to as Years of Vesting Service
                  and are determined using the Elapsed Time Method.

                  All of a Participant's Years of Vesting Service are taken into
                  account in determining his Vested Percentage.


                                      1-16


<PAGE>   20



                                    ARTICLE 2

                                  PARTICIPATION

2.01     PARTICIPATION
         An Employee who is classified by the Employer as a Full Time Employee
         and who is a member of an Eligible Employee Classification will become
         eligible to participate in the Plan on the Entry Date which coincides
         with or next follows the attainment of age 21 and the completion of 3
         months of employment.

         An Employee who is classified by the Employer as a Part Time Employee
         and who becomes a member of an Eligible Employee Classification by
         completing a Year of Eligibility Service will become eligible to
         participate in the Plan on the Entry Date which coincides with or next
         follows the attainment of age 21 and the completion of one Year of
         Eligibility Service.

         An Employee who is eligible to participate as of the Effective Date or
         as of a given Entry Date will automatically become a Participant as of
         such date.

2.02     PARTICIPATION AFTER REEMPLOYMENT
         An Employee who has satisfied all of the eligibility requirements but
         terminates employment prior to his Entry Date will participate in the
         Plan immediately upon returning to the employ of the Employer.

         A Participant or Former Participant who has terminated employment will
         participate as an Active Participant in the Plan immediately upon
         returning to the employ of the Employer.

2.03     CHANGE IN EMPLOYMENT CLASSIFICATION
         In the event a Participant becomes ineligible to participate because he
         is no longer a member of an Eligible Employee Classification, the
         Participant will participate immediately upon his return to an Eligible
         Employee Classification.

         In the event an Employee who is not a member of an Eligible Employee
         Classification becomes a member of such a classification, such Employee
         will begin to participate immediately if he has satisfied the
         eligibility requirements which are specified in Section 2.01.


                                       2-1


<PAGE>   21



                                    ARTICLE 3

                              PARTICIPANT ACCOUNTS

3.01     EMPLOYEE PRE-TAX ACCOUNT
         Employee Pre-tax Account means the Account of a Participant reflecting
         applicable contributions, investment income or loss allocated thereto
         and distributions. A Participant's Employee Pre-tax Account is 100%
         vested at all times.

         (a)      EMPLOYEE PRE-TAX CONTRIBUTIONS

                  (1)      AMOUNT OF CONTRIBUTION
                           Each Participant may elect to make an Employee
                           Pre-tax Contribution each Contribution Period not to
                           exceed 18% of the Participant's Compensation. Such
                           contribution will be designated as a whole percentage
                           of Compensation or such other amount as allowed by
                           the Plan Administrator.

                  (2)      PAYROLL WITHHOLDING
                           All Employee Pre-tax Contributions will be made
                           pursuant to a Payroll Withholding Agreement in
                           accordance with Section 1.27.

                  (3)      NONDISCRIMINATION REQUIREMENTS
                           All Employee Pre-tax Contributions are Elective
                           Contributions within the meaning of Section 4.05(a)
                           and must satisfy the Nondiscrimination Requirements
                           of Section 4.05.

                  (4)      EXCESS DEFERRALS
                           The maximum amount of Employee Pre-tax Contribution
                           which can be made under the Plan on behalf of any
                           Participant during any calendar year will be limited
                           to that amount which would not constitute an Excess
                           Deferral as defined in Section 4.05. The Plan
                           Administrator will distribute any Excess Deferral,
                           together with the income allocable to it, to the
                           Participant no later than April 15 of the calendar
                           year immediately following the year of the Excess
                           Deferral. If a Participant notifies the Plan
                           Administrator before March 1 of any calendar year
                           that Excess Deferrals have been made on his account
                           for the previous calendar year by reason of
                           participation in a Cash or Deferred Arrangement
                           maintained by another employer or employers, and if
                           the Participant requests that the Plan Administrator
                           distribute a specific amount to him on account of
                           Excess Deferrals and certifies that the requested
                           amount is an Excess Deferral, the Plan Administrator
                           will designate the amount requested together with the
                           income allocable to it as a distribution of Excess
                           deferrals and distribute such amount no later than
                           April 15 of that calendar year. The amount of Excess
                           Deferrals to be distributed will be reduced by any
                           Excess Contributions previously distributed or
                           recharacterized with respect to the Plan Year
                           beginning with or within the calendar year. The
                           amount of income allocable to the Excess Deferral
                           will be determined as described in Section 4.05.

                  (5)      TIMING OF DEPOSITS
                           The Employer will deposit all Employee Pre-tax
                           Contributions on the earliest date on which such
                           contributions can reasonably be segregated from the
                           Employer's general assets, but in no event later than
                           15 business days following the end of the month in
                           which the amounts withheld would otherwise have been
                           paid to the Participant in cash.


                                       3-1


<PAGE>   22



                           The Contribution Period for Employee Pre-tax
                           Contributions is each payroll period.

         (b)      DISTRIBUTIONS
                  No distribution may be made from the Participant's Employee
                  Pre-tax Account or any account comprised of Matching
                  Contributions or Nonelective Contributions which are treated
                  as Elective Contributions in accordance with the provisions of
                  Section 4.05(h) except under one of the following
                  circumstances:

                  o        the Participant's retirement, death, disability or
                           separation from service within the meaning of Code
                           Section 401(k)(2)(b);

                  o        the Participant's attaining of age 59 1/2;

                  o        the avoidance or alleviation of a Financial Hardship;

                  o        the termination of this Plan without the
                           establishment of a successor plan within the meaning
                           of Treasury Regulation Section 1.401(k)-1(d)(3);

                  o        the sale or other disposition by the Employer of at
                           least 85 percent of the assets used by the Employer
                           in a trade or business to an unrelated corporation
                           which does not maintain the plan, but only if the
                           Participant continues employment with the corporation
                           acquiring the assets and only if the Employer
                           continues to maintain this Plan; or

                  o        the sale or other disposition by the Employer of its
                           interest in a subsidiary to an unrelated entity which
                           does not maintain the plan, but only if the
                           Participant continues employment with the subsidiary
                           and only if the Employer continues to maintain this
                           Plan.

                  This paragraph does not apply to distributions of Excess
                  Deferrals, Excess Contributions, or excess Annual Additions.

         (c)      FINANCIAL HARDSHIP WITHDRAWALS
                  A Participant may file with the Plan Administrator a written
                  request to withdraw, in order to avoid or alleviate a
                  Financial Hardship, any amount not to exceed that portion of
                  his Employee Pre-tax Account which represents his total
                  Employee Pre-tax Contributions.

                  The Plan Administrator will allow Financial Hardship
                  withdrawals only if they are necessary to satisfy a
                  Participant's immediate and heavy financial need.

                  (1)      IMMEDIATE AND HEAVY FINANCIAL NEED
                           A withdrawal will be deemed to be made due to an
                           immediate and heavy financial need of the Participant
                           if it is made because of:

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

                           o        Costs directly related to the purchase
                                    (excluding mortgage payments) of a principal
                                    residence for the Participant;

                           o        Payment of tuition, room and board, or
                                    educational fees for the next 12 months of
                                    post-secondary education for the
                                    Participant, his spouse, children or
                                    dependents (as defined in Code Section 152);

                                       3-2


<PAGE>   23




                           o        Prevention of the eviction of the
                                    Participant from his principal residence or
                                    foreclosure on the mortgage of the
                                    Participant's principal residence.

                  (2)      NECESSARY TO SATISFY FINANCIAL NEED
                           No withdrawal may exceed the amount necessary to
                           satisfy the Participant's immediate and heavy
                           financial need. However, the amount of an immediate
                           and heavy financial need may include any amounts
                           necessary to pay any federal, state or local income
                           taxes or penalties reasonably anticipated to result
                           from the distribution. The Plan Administrator will
                           allow the withdrawal if it determines, after a full
                           review of the Participant's written request and
                           evidence presented by the Participant showing
                           immediate and heavy financial need as well as the
                           Participant's lack of other reasonably available
                           resources, that the withdrawal is necessary to
                           satisfy the need. No withdrawal will be treated as
                           necessary to the extent it can be satisfied from
                           other resources which are reasonably available to the
                           Participant, including those of the Participant's
                           spouse and minor children. A withdrawal will be
                           treated as necessary to the extent the Participant
                           demonstrates to the satisfaction of the Plan
                           Administrator that the need cannot be relieved by any
                           of the following:

                           o        Reimbursement or compensation by insurance
                                    or otherwise;

                           o        Reasonable liquidation of assets to the
                                    extent the liquidation would not itself
                                    cause an immediate and heavy financial need;

                           o        Cessation of Employee Pre-tax Contributions
                                    or Employee After-tax Contributions (as
                                    defined in Section 4.05(a)) or both under
                                    any plan maintained by any employer;

                           o        Other distributions or nontaxable (at the
                                    time of the loan) loans from plans
                                    maintained by any employer;

                           o        Borrowing from commercial sources on
                                    reasonable commercial terms.

                           Unless the Plan Administrator has evidence to the
                           contrary, it may rely upon the Participant's written
                           representation that the need cannot be relieved by
                           any of the foregoing.

                  (3)      SAFE HARBOR
                           The Plan Administrator will not allow any withdrawal
                           until the Participant has obtained all distributions,
                           other than hardship distributions, and all nontaxable
                           loans currently available to the Participant under
                           all plans maintained by the Employer. Upon the
                           withdrawal of any portion of a Participant's Employee
                           Pre-tax Account, the Participant will become
                           ineligible for any Elective Contribution to this Plan
                           or any other plan maintained by the Employer, or to
                           make any contribution to this Plan or any other plan
                           maintained by the Employer until the first day of the
                           first payroll period which begins not less than 12
                           months following the date of withdrawal. For this
                           purpose the phrase "any other plan maintained by the
                           Employer" means all qualified and nonqualified plans
                           of deferred compensation maintained by the Employer.
                           The phrase includes stock option, stock purchase, or
                           similar plans, or a cash or deferred arrangement that
                           is part of a cafeteria plan within the meaning of
                           Code Section 125. It does not include the mandatory
                           employee contribution portion of a defined benefit
                           plan, nor does it include a health or welfare benefit
                           plan (including one that is part of a cafeteria plan
                           within the meaning of Code Section 125). Furthermore,
                           the maximum amount of Employee Pre-tax Contributions
                           which can be made under the Plan on behalf of any
                           Participant during the calendar year which follows
                           the calendar

                                       3-3


<PAGE>   24



                           year in which the withdrawal was made will be limited
                           to the amount which would not be treated as an Excess
                           Deferral for that year reduced by the amount of
                           Employee Pre-tax Contributions made on behalf of the
                           Participant in the calendar year of withdrawal.

3.02     EMPLOYER MATCHING ACCOUNT
         Employer Matching Account means the Account of a Participant reflecting
         applicable contributions, forfeitures, investment income or loss
         allocated thereto and distributions. A Participant's Employer Matching
         Account is subject to the Vesting Schedule.

         (a)      EMPLOYER MATCHING CONTRIBUTIONS
                  Each Contribution Period, the Employer will, within the time
                  prescribed by law for making a deductible contribution, make
                  an Employer Matching Contribution to each eligible
                  Participant's Employer Matching Account in an amount which is
                  determined in accordance with this Section subject to the
                  limitations of Article 7.

                  The amount of Employer Matching Contribution to be made to a
                  Participant's Employer Matching Account is equal to 50% of
                  that portion of the Participant's Employee Pre-tax
                  Contribution which is not in excess of 6% of the Participant's
                  Compensation.

                  All Employer Matching Contributions are Matching Contributions
                  within the meaning of Section 4.05(a) and must satisfy the
                  Nondiscrimination Requirements of Section 4.05.

         (b)      CONTRIBUTION PERIOD
                  The Contribution Period for Employer Matching Contributions is
                  each payroll period.

         (c)      ELIGIBLE PARTICIPANT
                  With respect to Employer Matching Contributions, all
                  Participants are Eligible Participants.

         (d)      APPLICATION OF FORFEITURES
                  Forfeitures from a Participant's Employer Matching Account
                  will be used to reduce Employer Matching Contributions in the
                  Plan Year in which the Forfeitures are determined to occur.

         (e)      WITHDRAWALS
                  A Participant who is 100% vested in his Employer Matching
                  Account and has attained age 59 1/2 may withdraw all or any
                  portion of his Employer Matching Account subject to the
                  limitations of this Section. A Participant who is less than
                  100% vested in his Employer Matching Account or has not
                  attained age 59 1/2 may not withdraw any portion of his
                  Employer Matching Account prior to the time when benefits
                  otherwise become payable in accordance with the provisions of
                  Article 5.

3.03     EMPLOYER DISCRETIONARY ACCOUNT
         Employer Discretionary Account means the Account of a Participant
         reflecting applicable contributions, forfeitures, investment income or
         loss allocated thereto and distributions. A Participant's Employer
         Discretionary Account is subject to the Vesting Schedule.

         (a)      EMPLOYER DISCRETIONARY CONTRIBUTIONS
                  Each Plan Year, the Employer may, within the time prescribed
                  by law for making a deductible contribution, make an Employer
                  Discretionary Contribution to the Trust.

                  For a given Plan Year, the total Employer Discretionary
                  Contribution, if any, made by the Employer will be an amount
                  determined and authorized by the Employer for such Plan Year;
                  however, the Employer will not authorize Employer
                  Discretionary Contributions at such times or in such amounts
                  that the Plan, in operation, discriminates in favor of Highly
                  Compensated Employees.

                                       3-4


<PAGE>   25




                  The total Employer Discretionary Contribution made by the
                  Employer will be allocated by the ratio which each Eligible
                  Participant's Pre-tax Contribution for the Plan Year which is
                  not in excess of 6% of the Participant's Compensation for the
                  Plan Year bears to the total of all Eligible Participants'
                  Pre-tax Contributions for the Plan Year that do not exceed 6%
                  of each Participant's Compensation for the Plan Year.

                  All Employer Discretionary Contributions are Matching
                  Contributions within the meaning of Section 4.05(a) and must
                  satisfy the Nondiscrimination Requirements of Section 4.05.

         (b)      CONTRIBUTION PERIOD
                  The Contribution Period for Employer Discretionary
                  Contributions is each calendar year.

         (c)      ELIGIBLE PARTICIPANT
                  With respect to Employer Discretionary Contributions, Eligible
                  Participant means any Participant who:

                  o        is actively employed on the last day of the Plan
                           Year; or

                  o        retires, dies or becomes disabled during the Plan
                           Year.

         (d)      APPLICATION OF FORFEITURES
                  Forfeitures from a Participant's Employer Discretionary
                  Account will be used to reduce Employer Matching Contributions
                  in the Plan Year in which the Forfeitures are determined to
                  occur.

         (e)      MINIMUM ALLOCATION FOR TOP-HEAVY PLAN
                  Notwithstanding anything contained herein to the contrary, for
                  any Plan Year in which this Plan is determined to be
                  Top-Heavy, a Participant who is a Non-Key Employee (including
                  any Employee who is excluded from the Plan because his
                  Compensation is less than a stated amount) will be entitled to
                  a minimum allocation of employer contributions in addition to
                  any Employer Discretionary Contributions equal to 3% of the
                  Non-Key Employee's Aggregate Compensation received during the
                  Plan Year. This minimum allocation will allocated to the
                  Participant's Employer Discretionary Account and will be
                  provided to each Non-Key Employee who is a Participant and is
                  employed by the Employer on the last day of the Plan Year
                  whether or not he or she is an otherwise Eligible Participant
                  or fails to make any mandatory Employee contribution to the
                  Plan.

                  The percentage referred to in the preceding paragraph will not
                  exceed the percentage of Aggregate Compensation at which
                  Employer contributions plus any reallocated Forfeitures are
                  made or allocated to the Key Employee for whom such percentage
                  is the largest; provided, however, this sentence will not
                  apply if the Plan is required to be included in an Aggregation
                  Group to meet the requirements of Code Sections 401(a)(4) or
                  410.

         (f)      WITHDRAWALS
                  A Participant who is 100% vested in his Employer Discretionary
                  Account and has attained age 59 1/2 may withdraw all or any
                  portion of his Employer Discretionary Account subject to the
                  limitations of this Section. A Participant who is less than
                  100% vested in his Employer Discretionary Account or has not
                  attained age 59 1/2 may not withdraw any portion of his
                  Employer Discretionary Account prior to the time when benefits
                  otherwise become payable in accordance with the provisions of
                  Article 5.


                                       3-5


<PAGE>   26



3.04     ROLLOVER ACCOUNT
         Rollover Account means the Account of a Participant reflecting
         applicable contributions, investment income or loss allocated thereto
         and distributions. A Participant's Rollover Account is 100% vested at
         all times.

         (a)      ROLLOVER CONTRIBUTIONS
                  Rollover Contribution means a contribution to the Plan by a
                  Participant where such contribution is the result of a prior
                  distribution from an Individual Retirement Account, an
                  Individual Retirement Annuity or another qualified plan. Such
                  prior contribution must be a rollover amount described in
                  Section 402(c)(4) of the Code or a rollover contribution
                  described in Section 408(d)(3) of the Code for which no amount
                  is attributable to any source other than a rollover amount
                  described in Section 402(c)(4) of the Code.

                  Each Employee who is a member of an Eligible Employee
                  Classification, regardless of whether he is a Participant in
                  the Plan, will have the right to make a Rollover Contribution
                  of cash (or other property of a form acceptable to the Plan
                  Administrator and the Trustee) into the Plan from another
                  qualified plan. If the Employee is not a Participant
                  hereunder, his Rollover Account will constitute his entire
                  interest in the Plan. In no event will the existence of a
                  Rollover Account entitle the Employee to participate in any
                  other benefit provided by the Plan.

                  If specifically provided for in a Written Resolution, Rollover
                  Contribution will also mean the amount of assets transferred,
                  pursuant to Section 10.05, to this Plan from another plan
                  which is qualified under Code Sections 401(a) and 501(a).

         (b)      WITHDRAWALS
                  A Participant may withdraw all or any portion of his Rollover
                  Account at any time.

3.05     PRIOR PLAN ACCOUNT
         Prior Plan Account means the Account of a Participant reflecting
         transfers from another qualified plan, investment income or loss
         allocated thereto and distributions. A Participant's Prior Plan Account
         is 100% vested at all times.

         (a)      PRIOR PLAN TRANSFERS
                  Prior Plan Transfers will mean amounts transferred, in
                  accordance with a Written Resolution pursuant to Section
                  10.05, to this Plan from another plan which is qualified under
                  Code Sections 401(a) and 501(a), and for which the amounts
                  transferred are not subject to the withdrawal restrictions of
                  Sections 3.01(b) and 3.01(c). Such amounts shall, in this
                  Plan, remain subject to any restrictions or limitation on
                  distribution that the Code subjected such amounts to under the
                  transferor plan, and such amounts shall, to the extent
                  required under the Code, also remain subject to payment in the
                  form, at the times, and on the occasions provided in the
                  transferor plan.

         (b)      WITHDRAWALS
                  A Participant may not withdraw any portion of his Prior Plan
                  Account prior to the time when benefits otherwise become
                  payable in accordance with the provisions of Article 5 except
                  to the extent that such withdrawals are governed by the
                  provisions of a transferor plan.

3.06     PRIOR PLAN PRE-TAX ACCOUNT
         Prior Plan Pre-tax Account means the Account of a Participant
         reflecting transfers of assets derived from employee pre-tax
         contributions from another qualified plan, investment income or loss
         allocated thereto and distributions. A Participant's Prior Plan Pre-tax
         Account is 100% vested at all times.


                                       3-6


<PAGE>   27



         (b)      PRIOR PLAN PRE-TAX TRANSFERS
                  Prior Plan Pre-tax Transfers will mean amounts transferred, in
                  accordance with a Written Resolution pursuant to Section
                  10.05, to this Plan from another plan which is qualified under
                  Code Sections 401(a) and 501(a), and for which the amounts
                  transferred are subject to the withdrawal restrictions of
                  Sections 3.01(b) and 3.01(c). Such amounts shall, in this
                  Plan, remain subject to any restrictions or limitation on
                  distribution that the Code subjected such amounts to under the
                  transferor plan, and such amounts shall, to the extent
                  required under the Code, also remain subject to payment in the
                  form, at the times, and on the occasions provided in the
                  transferor plan.

         (b)      WITHDRAWALS
                  A Participant may not withdraw any portion of his Prior Plan
                  Pre-tax Account prior to the time when benefits otherwise
                  become payable in accordance with the provisions of Article 5
                  except to the extent that such withdrawals are governed by the
                  provisions of a transferor plan.


                                       3-7


<PAGE>   28



                                    ARTICLE 4

                            ACCOUNTING AND VALUATION

4.01     GENERAL POWERS OF THE PLAN ADMINISTRATOR
         The Plan Administrator will have the power to establish rules and
         guidelines, which will be applied on a uniform and non-discriminatory
         basis, as it deems necessary, desirable or appropriate with regard to
         accounting procedures and to the timing and method of contributions to
         and/or withdrawals from the Plan.

4.02     VALUATION PROCEDURE
         As of each Valuation Date, the Plan Administrator will determine from
         the Trustee the fair market value of each Specific Investment Fund and
         will, subject to the provisions of this Article, determine the
         allocation of such value among the Accounts of the Participants; in
         doing so, the Plan Administrator will in the following order:

         (a)      Credit or charge, as appropriate, to the proper Accounts all
                  contributions, payments, transfers, forfeitures, withdrawals
                  or other distributions made to or from such Accounts since the
                  last preceding Valuation Date and that have not been
                  previously credited or charged.

         (b)      Credit or charge, as applicable, each Account with its pro
                  rata portion of the appreciation or depreciation in the fair
                  market value of each Specific Investment Fund since the prior
                  Valuation Date. Such appreciation or depreciation will reflect
                  investment income, realized and unrealized gains and losses,
                  other investment transactions and expenses paid from each
                  Specific Investment Fund.

4.03     RESERVED

4.04     PARTICIPANT DIRECTION OF INVESTMENT

         (a)      APPLICATION OF THIS SECTION
                  Subject to the provisions of this Section, each Participant
                  will have the right to direct the investment of all of his
                  Accounts among the Specific Investment Funds which are made
                  available by the Plan Administrator.

         (b)      GENERAL POWERS OF THE PLAN ADMINISTRATOR
                  The Plan Administrator will have the power to establish rules
                  and guidelines as it deems necessary, desirable or appropriate
                  with regard to the directed investment of contributions in
                  accordance with this Section. Such rules and guidelines are
                  intended to comply with Section 404(c) of ERISA and the
                  regulations thereunder. Included in such powers, but not by
                  way of limitation, are the following powers and rights.

                  (1)      To direct the Trustee to temporarily invest those
                           contributions which are pending directed investment
                           in a Specific Investment Fund, in the General
                           Investment Fund or in some other manner as determined
                           by the Plan Administrator.

                  (2)      To establish rules with regard to the transfer of all
                           or any part of the balance of an Account or Accounts
                           of a given Participant from one Investment Fund to
                           another.

                  (3)      To direct the Trustee to maintain any part of the
                           assets of any Investment Fund in cash, or in demand
                           or short-term time deposits bearing a reasonable rate
                           of interest, or in a short-term investment fund that
                           provides for the collective investment of cash
                           balances or in other cash equivalents having ready
                           marketability, including, but not

                                       4-1


<PAGE>   29



                           limited to, U.S. Treasury Bills, commercial paper,
                           certificates of deposit, and similar types of
                           short-term securities, as may be deemed necessary by
                           the Trustee in its sole discretion.

                  Neither the Trustee nor the Plan Administrator will be liable
                  for any loss that results from a Participant's exercise of
                  control over the investment of the Participant's Accounts. If
                  the Participant fails to provide adequate directions, the Plan
                  Administrator will direct the investment of the Participant's
                  Account. The Trustee will have no duty to review or make
                  recommendations regarding a Participant's investment
                  directions.

         (c)      ACCOUNTING
                  The Plan Administrator will maintain a set of accounts for
                  each Investment Fund. The accounts of the Plan Administrator
                  for each Investment Fund will indicate separately the dollar
                  amounts of all contributions made to such Investment Fund by
                  or on behalf of each Participant from time to time. The Plan
                  Administrator will compute the net income from investments;
                  net profits or losses arising from the sale, exchange,
                  redemption, or other disposition of assets, and the pro rata
                  share attributable to each Investment Fund of the expenses of
                  the administration of the Plan and Trust and will debit or
                  credit, as the case may be, such income, profits or losses,
                  and expenses to the unsegregated balance in each Investment
                  Fund from time to time. To the extent that the expenses of the
                  administration of the Plan and Trust are not directly
                  attributable to a given Investment Fund, such expenses, as of
                  a given Valuation Date, will be prorated among each Investment
                  Fund; such allocation of expenses will, in general, be
                  performed in accordance with the guidelines which are
                  specified in this Article.

         (d)      FUTURE CONTRIBUTIONS
                  Each Participant who chooses to participate in the Plan will
                  elect the percentage of those contributions (which are subject
                  to Participant direction of investment) which is to be
                  deposited to each available Investment Fund. Such election
                  will be in effect until modified. If any Participant fails to
                  make an election by the appropriate date, he will be deemed to
                  have elected an Investment Fund(s) as determined by the Plan
                  Administrator. Elections will be limited to multiples of one
                  percent (or such other reasonable increments as determined by
                  the Plan Administrator).

         (e)      CHANGE IN INVESTMENT OF PAST CONTRIBUTIONS
                  A Participant may file an election with the Plan Administrator
                  to shift the aggregate amount or reasonable increments (as
                  determined by the Plan Administrator) of the balance of his
                  existing Account or Accounts which are subject to Participant
                  direction of investment among the various Investment Funds.
                  Elections will be limited to multiples of one percent (or such
                  other reasonable increments as determined by the Plan
                  Administrator).

         (f)      CHANGES IN INVESTMENT ELECTIONS
                  Elections with respect to future contributions and/or with
                  respect to changes in the investment of past contributions
                  will be in writing on a form provided by the Plan
                  Administrator, except that each Participant may authorize the
                  Plan Administrator in writing on an authorization form
                  provided by the Plan Administrator to accept such directions
                  as may be made by the Participant by use of a telephone voice
                  response system maintained for such purpose.

                  The Plan Administrator may establish additional rules and
                  procedures with respect to investment election changes
                  including, for example, the number of allowed changes per
                  specified period, the amount of reasonable fee, if any, which
                  will be charged to the Participant for making a change,
                  specified dates or cutoff dates for making a change, etc.



                                       4-2


<PAGE>   30



         (g)      ADDITION AND DELETION OF SPECIFIC INVESTMENT FUNDS
                  Specific Investment Funds may be made available from time to
                  time at the direction of the Plan Administrator. The Plan
                  Administrator will establish guidelines for the proper
                  administration of affected Accounts when a Specific Investment
                  Fund is added or deleted.

4.05     NONDISCRIMINATION REQUIREMENTS

         (a)      DEFINITIONS APPLICABLE TO THE NONDISCRIMINATION REQUIREMENTS
                  The following definitions apply to this Section:

                  (1)      AGGREGATE LIMIT
                           With respect to a given Plan Year, Aggregate Limit
                           means the greater of the sum of [(a) + (b)] or the
                           sum of [(c) + (d)] where:

                           (A)      is equal to 125% of the greater of DP or CP;

                           (B)      is equal to 2 percentage points plus the
                                    lesser of DP or CP, not to exceed 2 times
                                    the lesser of DP or CP;

                           (C)      is equal to 125% of the lesser of DP or CP;

                           (D)      is equal to 2 percentage points plus the
                                    greater of DP or CP, not to exceed 2 times
                                    the greater of DP or CP;

                           DP       represents the Deferral Percentage for the
                                    Non-highly Compensated Group eligible under
                                    the Cash or Deferred Arrangement for the
                                    Plan Year; and

                           CP       represents the Contribution Percentage for
                                    the Non-highly Compensated Group eligible
                                    under the plan providing for the Employee
                                    After-tax Contributions or Employer Matching
                                    Contributions for the Plan Year beginning
                                    with or within the Plan Year of the Cash or
                                    Deferred Arrangement.

                  (2)      CASH OR DEFERRED ARRANGEMENT (CODA)
                           A Cash or Deferred Election is any election (or
                           modification of an earlier election) by an Employee
                           to have the Employer either:

                           o        provide an amount to the Employee in the
                                    form of cash or some other taxable benefit
                                    that is not currently available, or

                           o        contribute an amount to the Plan (or provide
                                    an accrual or other benefit) thereby
                                    deferring receipt of Compensation.

                           A Cash or Deferred Election will only be made with
                           respect to an amount that is not currently available
                           to the Employee on the date of election. Further, a
                           Cash or Deferred Election will only be made with
                           respect to amounts that would have (but for the Cash
                           or Deferred Election) become currently available
                           after the later of the date on which the Employer
                           adopts the Cash or Deferred Arrangement or the date
                           on which the arrangement first becomes effective.

                           A Cash or Deferred Election does not include a
                           one-time irrevocable election upon the Employee's
                           commencement of employment or first becoming an
                           Eligible Employee.


                                       4-3


<PAGE>   31



                  (3)      COMPENSATION
                           For purposes of this Section, Compensation means
                           Aggregate Compensation as defined in Section 7.03(a)
                           plus (for Plan Years beginning prior to January 1,
                           1998) amounts contributed by the Employer pursuant to
                           a salary reduction agreement which are excludable
                           from the gross income of the Employee under Code
                           Section 125, 402(e)(3), 402(h), 402(k) or 403(b).
                           Compensation in excess of the Statutory Compensation
                           Limit is disregarded.

                           The period used to determine an Employee's
                           Compensation for a Plan Year may be limited to that
                           portion of the Plan Year in which the Employee was an
                           Eligible Employee, provided that this method is
                           applied uniformly to all Eligible Employees under the
                           Plan for the Plan Year.

                  (4)      CONTRIBUTION PERCENTAGE
                           Contribution Percentage means, for any specified
                           group, the average of the ratios calculated (to the
                           nearest one-hundredth of one percent) separately for
                           each Participant in the group, of the amount of
                           Employee After-tax Contributions and Matching
                           Contributions which are made by or on behalf of each
                           Participant for a Plan Year to each Participant's
                           Compensation for the Plan Year.

                           For purposes of determining the Contribution
                           Percentage, each Employee who is eligible under the
                           terms of the Plan to make or to have contributions
                           made on his behalf is treated as a Participant. The
                           Contribution Percentage of an eligible Employee who
                           makes no Employee After-tax Contribution and receives
                           no Matching Contribution is zero.

                           The Contribution Percentage of a Participant who is a
                           Highly Compensated Employee for the Plan Year and who
                           is eligible to make Employee After-tax Contributions
                           or receive an allocation of Matching Contributions
                           (including Elective Contributions and Nonelective
                           Contributions which are treated as Employee or
                           Matching Contributions for purposes of the
                           Contribution Percentage Test) allocated to his
                           accounts under two or more plans which are sponsored
                           by the Employer will be determined as if the Employee
                           After-tax and Matching Contributions were made under
                           a single plan. For purposes of this paragraph, if a
                           Highly Compensated Employee participates in two or
                           more such plans which have different Plan Years, all
                           plans ending with or within the same calendar year
                           will be treated as a single plan.
                  (5)      CONTRIBUTION PERCENTAGE TEST
                           The Contribution Percentage Test is a test applied on
                           a Plan Year basis to determine whether a plan meets
                           the requirements of Code Section 401(m).

                           In each of the following tests, the Contribution
                           Percentage for the Highly Compensated Group for a
                           Plan Year is compared with the Contribution
                           Percentage for the Non-highly Compensated Group for
                           the preceding Plan Year (or the current Plan Year if
                           elected by the Employer; provided, however, that if
                           such an election is made, it may not be changed
                           except as provided by the Secretary of the Treasury).

                           In the case of the first Plan Year of the Plan (if
                           this is not a successor plan within the meaning of
                           Treasury Regulation 1.401(k)-1(d)(3)), the
                           Contribution Percentage for the Non-highly
                           Compensated Group will be the Contribution Percentage
                           for the Non-highly Compensated Group for the first
                           Plan Year or, if the Employer elects to use 3% as the
                           Deferral Percentage for the first Plan Year, the
                           Contribution Percentage that would result if the
                           Deferral Percentage for each Non-highly Compensated
                           Participant were 3%.

                                       4-4


<PAGE>   32




                           The Contribution Percentage Test may be met by either
                           satisfying the General Contribution Percentage Test
                           or the Alternative Contribution Percentage Test.

                           The General Contribution Percentage Test is satisfied
                           if the Contribution Percentage for the Highly
                           Compensated Group does not exceed 125% of the
                           Contribution Percentage for the Non-highly
                           Compensated Group.

                           The Alternative Contribution Percentage Test is
                           satisfied if the Contribution Percentage for the
                           Highly Compensated Group does not exceed the lesser
                           of:

                           o        the Contribution Percentage for the
                                    Non-highly Compensated Group plus 2
                                    percentage points, or

                           o        the Contribution Percentage for the
                                    Non-highly Compensated Group multiplied by
                                    2.0.

                           If (i) one or more Highly Compensated Employees of
                           the Employer or any Related Employer are eligible to
                           participate in both a Cash or Deferred Arrangement
                           and a plan which provides for Employee After-tax
                           Contributions or Matching Contributions, (ii) the
                           Deferral Percentage for the Highly Compensated Group
                           does not satisfy the General Deferral Percentage
                           Test, and (iii) the Contribution Percentage for the
                           Highly Compensated Group does not satisfy the General
                           Contribution Percentage Test, then the Contribution
                           Percentage Test will be deemed to be satisfied only
                           if the sum of the Deferral Percentage and the
                           Contribution Percentage for the Highly Compensated
                           Group does not exceed the Aggregate Limit.

                           The Plan will not fail to satisfy the Contribution
                           Percentage test merely because all of the Eligible
                           Employees under the Plan for a Plan Year are Highly
                           Compensated Employees.

                  (6)      DEFERRAL PERCENTAGE
                           Deferral Percentage means, for any specified group,
                           the average of the ratios calculated (to the nearest
                           one-hundredth of one percent) separately for each
                           Participant in the group, of the amount of Elective
                           Contributions which are made on behalf of each
                           Participant for a Plan Year to each Participant's
                           Compensation for the Plan Year.

                           For purposes of determining the Deferral Percentage,
                           each Employee who is eligible under the terms of the
                           Plan to have contributions made on his behalf is
                           treated as a Participant. The Deferral Percentage of
                           an eligible Employee who makes no Elective
                           Contribution is zero.

                           The Deferral Percentage of a Participant who is a
                           Highly Compensated Employee for the Plan Year and who
                           is eligible to have Elective Contributions (including
                           Nonelective Contributions or Matching Contributions
                           which are treated as Elective Contributions for
                           purposes of the Deferral Percentage Test) allocated
                           to his accounts under two or more Cash or Deferred
                           Arrangements which are maintained by the Employer
                           will be determined as if the Elective Contributions
                           were made under a single Arrangement. For purposes of
                           this paragraph, if a Highly Compensated Employee
                           participates in two or more Cash or Deferred
                           Arrangements which have different Plan Years, all
                           Cash or Deferred Arrangements ending with or within
                           the same calendar year will be treated as a single
                           Arrangement.


                                       4-5


<PAGE>   33



                  (7)      DEFERRAL PERCENTAGE TEST
                           The Deferral Percentage Test is a test applied on a
                           Plan Year basis to determine whether a plan meets the
                           requirements of Code Section 401(k).

                           In each of the following tests, the Deferral
                           Percentage for the Highly Compensated Group for a
                           Plan Year is compared with the Deferral Percentage
                           for the Non-highly Compensated Group for the
                           preceding Plan Year (or the current Plan Year if
                           elected by the Employer; provided, however, that if
                           such an election is made, it may not be changed
                           except as provided by the Secretary of the Treasury).

                           In the case of the first Plan Year of the Plan (if
                           this is not a successor plan within the meaning of
                           Treasury Regulation 1.401(k)-1(d)(3)), the Deferral
                           Percentage for the Non-highly Compensated Group will
                           be 3%, or, if elected by the Employer, the actual
                           Deferral Percentage for the Non-highly Compensated
                           Group for the first Plan Year.

                           The Deferral Percentage Test may be met by either
                           satisfying the General Deferral Percentage Test or
                           the Alternative Deferral Percentage Test.

                           The General Deferral Percentage Test is satisfied if
                           the Deferral Percentage for the Highly Compensated
                           Group does not exceed 125% of the Deferral Percentage
                           for the Non-highly Compensated Group.

                           The Alternative Deferral Percentage Test is satisfied
                           if the Deferral Percentage for the Highly Compensated
                           Group does not exceed the lesser of:

                           o        the Deferral Percentage for the Non-highly
                                    Compensated Group plus 2 percentage points,
                                    or

                           o        the Deferral Percentage for the Non-highly
                                    Compensated Group multiplied by 2.0.

                           If (i) one or more Highly Compensated Employees of
                           the Employer or any Related Employer are eligible to
                           participate in both a Cash or Deferred Arrangement
                           and a plan which provides for Employee After-tax
                           Contributions or Matching Contributions, (ii) the
                           Deferral Percentage for the Highly Compensated Group
                           does not satisfy the General Deferral Percentage
                           Test, and (iii) the Contribution Percentage for the
                           Highly Compensated Group does not satisfy the General
                           Contribution Percentage Test, then the Deferral
                           Percentage Test will be deemed to be satisfied only
                           if the sum of the Deferral Percentage and the
                           Contribution Percentage for the Highly Compensated
                           Group does not exceed the Aggregate Limit.

                           The Plan will not fail to satisfy the Deferral
                           Percentage test merely because all of the Eligible
                           Employees under the Plan for a Plan Year are Highly
                           Compensated Employees.

                  (8)      ELECTIVE CONTRIBUTION
                           Elective Contribution means any contribution made by
                           the Employer to a Cash or Deferred Arrangement on
                           behalf of and at the election of an Employee. An
                           Elective Contribution will be taken into account for
                           a given Plan Year only if:

                           The Elective Contribution is allocated to the
                           Participant's Account as of a date within the Plan
                           Year to which it relates;


                                       4-6


<PAGE>   34



                           The allocation is not contingent upon the Employee's
                           participation in the Plan or performance of services
                           on any date after the allocation date;

                           The Elective Contribution is actually paid to the
                           trust no later than 12 months after the end of the
                           Plan Year to which the Elective Contribution relates;
                           and

                           The Elective Contribution relates to Compensation
                           which either (i) but for the Participant's election
                           to defer, would have been received by the Participant
                           in the Plan Year or (ii) is attributable to services
                           performed by the Participant in the Plan Year and,
                           but for the Participant's election to defer, would
                           have been received by the Participant within two and
                           one-half months after the close of the Plan Year.

                           Elective Contributions will be treated as Employer
                           Contributions for purposes of Code Sections 401(a),
                           401(k), 402(a), 404, 409, 411, 412, 415, 416, and
                           417.

                  (9)      ELECTIVE DEFERRAL
                           Elective Deferral means the sum of the following:

                           o        Any Elective Contribution to any Cash or
                                    Deferred Arrangement to the extent it is not
                                    includable in the Participant's gross income
                                    for the taxable year of contribution;

                           o        Any employer contribution to a simplified
                                    employee pension as defined in Code Section
                                    408(k) to the extent not includable in the
                                    Participant's gross income for the taxable
                                    year of contribution;

                           o        Any employer contribution to an annuity
                                    contract under Code Section 403(b) under a
                                    salary reduction agreement to the extent not
                                    includable in the Participant's gross income
                                    for the taxable year of contribution; plus

                           o        Any employee contribution designated as
                                    deductible under a trust described in Code
                                    Section 501(c)(18) for the taxable year of
                                    contribution.

                  (10)     ELIGIBLE EMPLOYEE
                           Eligible Employee means an Employee who is directly
                           or indirectly eligible to make a Cash or Deferred
                           Election under the Plan for all or a portion of the
                           Plan Year. An Employee who is unable to make a Cash
                           or Deferred Election because the Employee has not
                           contributed to another plan is also an Eligible
                           Employee. An Employee who would be eligible to make
                           Elective Contributions but for a suspension due to a
                           distribution or an election not to participate in the
                           Plan, is treated as an Eligible Employee for purposes
                           of Code Section 401(k)(3) and 401(m) for a Plan Year
                           even though the Employee may not make a Cash or
                           Deferred Election due to the suspension. Also, an
                           Employee will not fail to be treated as an Eligible
                           Employee merely because the employee may receive no
                           additional Annual Additions because of Code Section
                           415(c)(1) or 415(e).

                  (11)     EMPLOYEE AFTER-TAX CONTRIBUTION
                           Employee After-tax Contribution means any
                           contribution made by an Employee to any plan
                           maintained by the Employer or any Related Employer
                           which is other than an Elective Contribution and
                           which is designated or treated at the time of
                           contribution as an after-tax contribution. Employee
                           After-tax Contributions include amounts attributable
                           to Excess Contributions which are recharacterized as
                           Employee After-tax Contributions.


                                       4-7


<PAGE>   35



                  (12)     EXCESS CONTRIBUTION EXCESS
                           Contribution means, for each member of the Highly
                           Compensated Group, the amount of Elective
                           Contribution (including any Qualified Nonelective
                           Contributions and Qualified Matching Contributions
                           which are treated as Elective Contributions) which
                           exceeds the maximum contribution which could be made
                           if the Deferral Percentage Test were to be satisfied.

                  (13)     EXCESS AGGREGATE CONTRIBUTION
                           Excess Aggregate Contribution means, for each member
                           of the Highly Compensated Group, the amount of
                           Employee After-tax and Matching Contributions
                           (including any Qualified Nonelective Contributions
                           and Elective Contributions which are treated as
                           Matching Contributions) which exceeds the maximum
                           contribution which could be made if the Contribution
                           Percentage Test were to be satisfied.

                  (14)     EXCESS DEFERRAL
                           Excess Deferral means, for a given calendar year,
                           that amount by which each Participant's total
                           Elective Deferrals under all plans of all employers
                           exceed the dollar limit in effect under Code Section
                           402(g) for the calendar year.

                  (15)     MATCHING CONTRIBUTION
                           Matching Contribution means any contribution made by
                           the Employer to any plan maintained by the Employer
                           or any Related Employer which is based on an Elective
                           Contribution or an Employee After-tax Contribution
                           together with any forfeiture allocated to the
                           Participant's Account on the basis of Elective
                           Contributions, Employee After-tax Contributions or
                           Matching Contributions. A Matching Contribution will
                           be taken into account for a given Plan Year only if:

                           o        The Matching Contribution is allocated to a
                                    Participant's Account as of a date within
                                    the Plan Year to which it relates;

                           o        The allocation is not contingent upon the
                                    Employee's participation in the Plan or
                                    performance of services on any date after
                                    the allocation date;

                           o        The Matching Contribution is actually paid
                                    to the Trust no later than 12 months after
                                    the end of the Plan Year to which the
                                    Matching Contribution relates; and

                           o        The Matching Contribution is based on an
                                    Elective or Employee After-tax Contribution
                                    for the Plan Year.

                           Any contribution or allocation, other than a
                           Qualified Nonelective Contribution, which is used to
                           meet the minimum contribution or benefit requirement
                           of Code Section 416 is not treated as being based on
                           Elective Contributions or Employee After-tax
                           Contributions and therefore is not treated as a
                           Matching Contribution.

                           Qualified Matching Contribution means a Matching
                           Contribution which is 100% vested and may be
                           withdrawn or distributed only under the conditions
                           described in Treasury Regulation 1.401(k)-1(d).

                  (16)     NONELECTIVE CONTRIBUTION
                           Nonelective Contribution means any Employer
                           Contribution, other than a Matching Contribution,
                           which meets all of the following requirements:


                                       4-8


<PAGE>   36



                           o        The Nonelective Contribution is allocated to
                                    a Participant's Account as of a date within
                                    the Plan Year to which it relates;

                           o        The allocation is not contingent upon the
                                    Employee's participation in the Plan or
                                    performance of services on any date after
                                    the allocation date;

                           o        The Nonelective Contribution is actually
                                    paid to the Trust no later than 12 months
                                    after the end of the Plan Year to which the
                                    Nonelective Contribution relates; and

                           o        The Employee may not elect to have the
                                    Nonelective Contribution paid in cash in
                                    lieu of being contributed to the Plan.

                           Qualified Nonelective Contribution means a
                           Nonelective Contribution which is 100% vested and may
                           be withdrawn or distributed only under the conditions
                           described in Treasury Regulation 1.401(k)-1(d).

         (b)      APPLICATION OF DEFERRAL PERCENTAGE TEST
                  All Elective Contributions, including any Elective
                  Contributions which are treated as Employee After-tax or
                  Matching Contributions with respect to the Contribution
                  Percentage Test, must satisfy the Deferral Percentage Test.
                  Furthermore, any Elective Contributions which are not treated
                  as Employee After-tax or Matching Contributions with respect
                  to the Contribution Percentage Test must satisfy the Deferral
                  Percentage Test. The Plan Administrator will determine as soon
                  as administratively feasible after the end of the Plan Year
                  whether the Deferral Percentage Test has been satisfied. If
                  the Deferral Percentage Test is not satisfied, the Employer
                  may elect to make an additional contribution to the Plan on
                  account of the Non-highly Compensated Group. The additional
                  contribution will be treated as a Nonelective Contribution.

                  If the Deferral Percentage Test is not satisfied after any
                  Nonelective Contributions, the Plan Administrator may, in its
                  sole discretion, recharacterize all or any portion of the
                  Excess Contribution of each Highly Compensated Employee as an
                  Employee After-tax Contribution if Employee After-tax
                  Contributions are otherwise allowed by the Plan. If so, the
                  Plan Administrator will notify all affected Participants and
                  the Internal Revenue Service of the amount recharacterized no
                  later than the 15th day of the third month following the end
                  of the Plan Year in which the Excess Contribution was made.
                  Excess Contributions will be includable in the Participant's
                  gross income on the earliest date any Elective Contribution
                  made on behalf of the Participant during the Plan Year would
                  have been received by the Participant had the Participant
                  elected to receive the amount in cash. Recharacterized Excess
                  Contributions will continue to be treated as Employer
                  Contributions that are Elective Contributions for all other
                  purposes under the Code, including Code Sections 401(a) (other
                  than 401(a)(4) and 401(m)), 404, 409, 411, 412, 415, 416, 417
                  and 401(k)(2). With respect to the Plan Year for which the
                  Excess Contribution was made, the Plan Administrator will
                  treat the recharacterized amount as an Employee After-tax
                  Contribution for purposes of the Deferral Percentage Test and
                  the Contribution Percentage Test and for purposes of
                  determining whether the Plan meets the requirements of Code
                  Section 401(a)(4), but not for any other purposes under this
                  Plan. Therefore, recharacterized amounts will remain subject
                  to the nonforfeiture requirements and distribution limitations
                  which apply to Elective Contributions.

                  If the Deferral Percentage Test is still not satisfied, then
                  after the close of the Plan Year in which the Excess
                  Contribution arose but within 12 months after the close of
                  that Plan Year, the Plan Administrator will distribute the
                  Excess Contributions, together with allocable income, to
                  Participants of the Highly Compensated Group. Failure to do so
                  will cause the

                                       4-9


<PAGE>   37



                  Plan to not satisfy the requirements of Code Section 401(a)(4)
                  for the Plan Year for which the Excess Contribution was made
                  and for all subsequent Plan Years for which the Excess
                  Contribution remains uncorrected.

                  The amount of Excess Contribution to be distributed to a
                  Highly Compensated Employee for a Plan Year will be reduced by
                  any Excess Deferrals previously distributed to the Participant
                  for the calendar year ending with or within the Plan Year in
                  accordance with Code Section 402(g)(2).

                  Excess Contributions will be treated as Employer Contributions
                  for purposes of Code Sections 404 and 415 even if distributed
                  from the Plan.

         (c)      APPLICATION OF CONTRIBUTION PERCENTAGE TEST
                  Employee After-tax Contributions and Matching Contributions,
                  disregarding any Matching Contributions which are treated as
                  Elective Contributions with respect to the Deferral Percentage
                  Test, must satisfy the Contribution Percentage Test. The Plan
                  Administrator will determine as soon as administratively
                  feasible after the end of the Plan Year whether the
                  Contribution Test has been satisfied. If the Contribution
                  Percentage Test is not satisfied, the Employer may elect to
                  make an additional contribution to the Plan for the benefit of
                  the Non-Highly Compensated Group. The additional contribution
                  will be treated as a Nonelective Contribution.

                  If the Contribution Percentage Test is still not satisfied,
                  then after the close of the Plan Year in which the Excess
                  Aggregate Contribution arose but within 12 months after the
                  close of that Plan Year, the Plan Administrator will
                  distribute (or forfeit, to the extent not vested) the Excess
                  Aggregate Contributions, together with allocable income, to
                  Participants of the Highly Compensated Group. Failure to do so
                  will cause the Plan to not satisfy the requirements of Code
                  Section 401(a)(4) for the Plan Year for which the Excess
                  Aggregate Contribution was made and for all subsequent Plan
                  Years for which the Excess Aggregate Contribution remains
                  uncorrected.

                  The determination of any Excess Aggregate Contributions will
                  be made after the recharacterization of any Excess
                  Contributions as Employee After-tax Contributions.

                  Excess Aggregate Contributions, including forfeited Matching
                  Contributions, will be treated as Employer Contributions for
                  purposes of Code Sections 404 and 415 even if they are
                  distributed from the Plan.

                  Forfeited Matching Contributions that are reallocated to the
                  Accounts of other Participants are treated as Annual Additions
                  under Code Section 415 for the Participant whose Accounts they
                  are reallocated to and for the Participants from whose
                  Accounts they are forfeited.

         (d)      RESERVED

         (e)      REDUCTION OF EXCESS AMOUNTS
                  For the purpose of determining the total amounts of Excess
                  Contributions and/or Excess Aggregate Contributions to be
                  recharacterized, returned to Participants or forfeited as the
                  case may be, the total Excess Contribution or total Excess
                  Aggregate Contribution will be reduced in a manner so that the
                  Deferral Percentage or the Contribution Percentage (Relevant
                  Percentage) of the affected Participant(s) with the highest
                  Relevant Percentage will first be lowered to a point not less
                  than the level of the affected Participant(s) with the next
                  highest Relevant Percentage. If further overall reductions are
                  required to satisfy the relevant test, each of the above
                  Participants' (or groups of Participants') Relevant Percentage
                  will be lowered to a point not less than the level of the
                  affected Participant(s) with the next

                                      4-10


<PAGE>   38



                  highest Relevant Percentage, and so on continuing until
                  sufficient total reductions have occurred to achieve
                  satisfaction of the relevant test.

                  The total Excess Contributions or Excess Aggregate
                  Contributions so determined shall then be recharacterized,
                  returned to Participants or forfeited in such a manner that
                  the amount of contribution allocated to the Highly Compensated
                  Participant(s) by or for whom the highest amount of
                  contributions have been made during the Plan Year will first
                  be lowered to an amount not less than the amount made by or
                  for the Highly Compensated Participant with the next highest
                  amount of contributions made during the Plan Year. If further
                  reductions are required to reduce the accounts of Highly
                  Compensated Participants by the total of all Excess
                  Contributions or Excess Aggregate Contributions, each of the
                  above Participant's contributions will be lowered to a point
                  not less than the level of the Highly Compensated Participant
                  with the next highest amount of contribution made during the
                  Plan Year, an so on continuing until sufficient total
                  reductions have been made to equal the total amount of Excess
                  Contributions and/or Excess Aggregate Contributions as the
                  case may be.

         (f)      PRIORITY OF REDUCTIONS
                  The Plan Administrator will determine the method and order of
                  correcting Excess Contributions and Excess Aggregate
                  Contributions. The method of correcting Excess Contributions
                  and Excess Aggregate Contributions must meet the requirements
                  of Code Section 401(a)(4). The determination of whether a rate
                  of Matching Contribution discriminates under Code Section
                  401(a)(4) will be made after making any corrective
                  distributions of Excess Deferrals, Excess Contributions and
                  Excess Aggregate Contributions.

                  Excess Aggregate Contributions (and any attributable income)
                  will be corrected first, by distributing any excess Employee
                  After-tax Contributions (and any attributable income); then by
                  distributing vested excess Matching Contributions (and any
                  attributable income); and finally, by forfeiting or
                  distributing non-vested Matching Contributions (and any
                  attributable income). The Plan will not distribute Employee
                  After-tax Contributions while the Matching Contributions based
                  upon those Employee After-tax Contributions remain allocated.

         (g)      INCOME
                  The income allocable to any Excess Contribution made to a
                  given Account for a given Plan Year will be equal to the total
                  income allocated to the Account for the Plan Year, multiplied
                  by a fraction, the numerator of which is the amount of the
                  Excess Contribution and the denominator of which is equal to
                  the sum of the balance of the Account at the beginning of the
                  Plan Year plus the Participant's Elective Contributions and
                  amounts treated as Elective Contributions for the Plan Year.

                  The income allocable to any Excess Aggregate Contribution made
                  to a given Account for a given Plan Year will be equal to the
                  total income allocated to the Account for the Plan Year,
                  multiplied by a fraction, the numerator of which is the amount
                  of the Excess Aggregate Contribution and the denominator of
                  which is equal to the sum of the balance of the Account at the
                  beginning of the Plan Year plus the Participant's Employee
                  After-tax and Matching Contributions and amounts treated as
                  Employee After-tax and Matching Contributions for the Plan
                  Year.

                  Notwithstanding the foregoing, the Plan may use any reasonable
                  method for computing the income allocable to any Excess
                  Contribution or Excess Aggregate Contribution provided the
                  method does not violate Code Section 401(a)(4), is used
                  consistently for all corrective distributions under the Plan
                  for the Plan Year, and is used by the Plan for allocating
                  income to the Participants' Accounts.


                                      4-11


<PAGE>   39



                  Income includes all earnings and appreciation, including
                  interest, dividends, rents, royalties, gains from the sale of
                  property, and appreciation in the value of stocks, bonds,
                  annuity and life insurance contracts and other property,
                  regardless of whether the appreciation has been realized.

         (h)      TREATMENT AS ELECTIVE CONTRIBUTIONS
                  The Plan Administrator may, in its discretion, treat all or
                  any portion of Qualified Nonelective Contributions or
                  Qualified Matching Contributions or both, whether to this Plan
                  or to any other qualified plan which has the same Plan Year
                  and is maintained by the Employer or a Related Employer, as
                  Elective Contributions for purposes of satisfying the Deferral
                  Percentage Test if they meet all of the following
                  requirements:

                  o        All Nonelective Contributions, including the
                           Qualified Nonelective Contributions treated as
                           Elective Contributions for purposes of the Deferral
                           Percentage Test, satisfy the requirements of Code
                           Section 401(a)(4);

                  o        Any Nonelective Contributions which are not treated
                           as Elective Contributions for purposes of the
                           Deferral Percentage Test or as Matching Contributions
                           for purposes of the Contribution Percentage Test
                           satisfy the requirements of Code Section 401(a)(4);

                  o        The Qualified Matching Contributions which are
                           treated as Elective Contributions for purposes of the
                           Deferral Percentage Test are not taken into account
                           in determining whether any Employee After-tax
                           Contributions or other Matching Contributions satisfy
                           the Contribution Percentage Test;

                  o        Any Matching Contributions which are not treated as
                           Elective Contributions for purposes of the Deferral
                           Percentage Test satisfy the requirements of Code
                           Section 401(m); and

                  o        The plan which includes the Cash or Deferred
                           Arrangement and the plan or plans to which the
                           Qualified Nonelective Contributions and Qualified
                           Matching Contributions are made could be aggregated
                           for purposes of Code Section 410(b).

         (i)      TREATMENT AS MATCHING CONTRIBUTIONS
                  The Plan Administrator may, in its discretion, treat all or
                  any portion of Qualified Nonelective Contributions or Elective
                  Contributions or both, whether to this Plan or to any other
                  qualified plan which has the same Plan Year and is maintained
                  by the Employer or a Related Employer, as Matching
                  Contributions for purposes of satisfying the Contribution
                  Percentage Test if they meet all of the following
                  requirements:

                  o        All Nonelective Contributions, including the
                           Qualified Nonelective Contributions treated as
                           Matching Contributions for purposes of the
                           Contribution Percentage Test, satisfy the
                           requirements of Code Section 401(a)(4);

                  o        Any Nonelective Contributions which are not treated
                           as Elective Contributions for purposes of the
                           Deferral Percentage Test or as Matching Contributions
                           for purposes of the Contribution Percentage Test
                           satisfy the requirements of Code Section 401(a)(4);

                  o        The Elective Contributions which are treated as
                           Matching Contributions for purposes of the
                           Contribution Percentage Test are not taken into
                           account in determining whether any other Elective
                           Contributions satisfy the Deferral Percentage Test;


                                      4-12


<PAGE>   40



                  o        The Qualified Nonelective Contributions and Elective
                           Contributions which are treated as Matching
                           Contributions for purposes of the Contribution
                           Percentage Test are not taken into account in
                           determining whether any other contributions or
                           benefits satisfy Code Section 401(a); and

                  o        All Elective Contributions, including those treated
                           as Matching Contributions for purposes of the
                           Contribution Percentage Test, satisfy the
                           requirements of Code Section 401(k)(3); and

                  o        The plan that takes Qualified Nonelective
                           Contributions and Elective Contributions into account
                           in determining whether Employee After-tax and
                           Matching Contributions satisfy the requirements of
                           Code Section 401(m)(2)(a) and the plan or plans to
                           which the Qualified Nonelective Contributions and
                           Elective Contributions are made could be aggregated
                           for purposes of Code Section 410(b).

         (j)      AGGREGATION OF PLANS
                  If the Employer or a Related Employer sponsors one or more
                  other plans which include a Cash or Deferred Arrangement, the
                  Employer may elect to treat any two or more of such plans as
                  an aggregated single plan for purposes of satisfying Code
                  Sections 401(a)(4), 401(k) and 410(b). The Cash of Deferred
                  Arrangements included in such aggregated plans will be treated
                  as a single Arrangement for purposes of this Section. However,
                  only those plans that have the same plan year may be so
                  aggregated.

                  If the Employer or a Related Employer sponsors one or more
                  other plans to which Employee After-tax Contributions or
                  Matching Contributions are made, the Employer may elect to
                  treat any two or more of such plans as an aggregated single
                  plan for purposes of satisfying Code Sections 401(a)(4),
                  401(m) and 410(b). However, only those plans that have the
                  same plan year may be so aggregated.

                  Any such aggregation must be made in accordance with Treasury
                  Regulation 1.401(k)- 1(b)(3). For example, contributions and
                  allocations under the portion of a plan described in Code
                  Section 4975(e)(7) (an ESOP) may not be aggregated with the
                  portion of a plan not described in Code Section 4975(e)(7) (a
                  non-ESOP) for purposes of determining whether the ESOP or
                  non-ESOP satisfies the requirements of Code Sections
                  401(a)(4), 401(k), 401(m) and 410(b).

                  Plans that could be aggregated under Code Section 410(b) but
                  that are not actually aggregated for a Plan Year for purposes
                  of Code Section 410(b) may not be aggregated for purposes of
                  Code Sections 401(k) and 401(m).


                                      4-13


<PAGE>   41



                                    ARTICLE 5

                               RETIREMENT BENEFITS

5.01     VALUATION OF ACCOUNTS
         For purposes of this Article, the value of a Participant's Accrued
         Benefit will be determined as of the Valuation Date his Accounts are
         liquidated to effect his distribution.

5.02     NORMAL RETIREMENT
         After an Active Participant reaches his Normal Retirement Date, he may
         elect to retire. Upon such retirement he will become a Retired
         Participant and his Accrued Benefit will become distributable to him. A
         Participant's Accrued Benefit will become nonforfeitable no later than
         the date upon which he attains his Normal Retirement Age. The form and
         timing of benefit payment will be governed by the provisions of Section
         5.05.

5.03     DISABILITY RETIREMENT
         In the event of a Participant's termination due to Disability, he will
         be entitled to begin to receive a distribution of his Accrued Benefit
         which will become nonforfeitable as of his date of termination. The
         form and timing of benefit payment will be governed by the provisions
         of Section 5.05. Disability means the determination by the Plan
         Administrator that a Participant is unable by reason of any medically
         determinable physical or mental impairment to perform the usual duties
         of his employment or of any other employment for which he is reasonably
         qualified based upon his education, training and experience.

5.04     TERMINATION OF EMPLOYMENT

         (a)      IN GENERAL
                  If a Participant's employment terminates for any reason other
                  than retirement, death, or disability, his Accrued Benefit
                  will become distributable to him as of the last day of the
                  month which coincides with or next follows the last date upon
                  which any contributions on the Participant's behalf are made
                  to the Trust following the Participant's date of termination
                  of employment (or as of such earlier date as determined by the
                  Plan Administrator in a uniform and nondiscriminatory manner).
                  The form and timing of benefit payment will be governed by the
                  provisions of Section 5.05.

         (b)      CASH-OUT DISTRIBUTION
                  If a Participant terminates employment and receives a
                  distribution equal to the Vested Percentage of his Accounts
                  which are subject to the Vesting Schedule (such Accounts are
                  hereinafter referred to as Employer Contribution Accounts), a
                  Cash-Out Distribution will be deemed to have occurred if the
                  following conditions are met:

                  (1)      The Participant was less than 100% vested in his
                           Employer Contribution Accounts; and

                  (2)      The entire distribution is made before the last day
                           of the second Plan Year following the Plan Year in
                           which the Participant terminated employment.

         (c)      RESTORATION OF EMPLOYER CONTRIBUTION ACCOUNTS
                  If, following the date of a Cash-Out Distribution, a
                  Participant returns to an Eligible Employee Classification
                  prior to incurring 5 consecutive One Year Breaks-in-Service,
                  then the Participant will have the right to repay to the
                  Trustee, within 5 years after his return date, the portion of
                  the Cash-Out Distribution which was attributable to his
                  Employer Contribution

                                       5-1


<PAGE>   42



                  Accounts which were less than 100% vested in order to restore
                  such Accounts to their value as of the date of the Cash-Out
                  Distribution.

                  The Plan Administrator will restore an eligible Participant's
                  Employer Contribution Accounts as of the Accounting Date
                  coincident with or immediately following the complete
                  repayment of the Cash-Out Distribution. To restore the
                  Participant's Employer Contribution Accounts, the Plan
                  Administrator, to the extent necessary, will, under rules and
                  guidelines applied in a uniform and nondiscriminatory manner,
                  first allocate to the Participant's Employer Contribution
                  Accounts the amount, if any, of Forfeitures which would
                  otherwise be allocated under Article 3. To the extent such
                  Forfeitures for a particular Accounting Period are
                  insufficient to enable the Plan Administrator to make the
                  required restoration, the Employer will contribute such
                  additional amount as is necessary to enable the Plan
                  Administrator to make the required restoration. The Plan
                  Administrator will not take into account the allocation under
                  this Section in applying the limitation on allocations under
                  Article 7.

         (d)      NON-VESTED PARTICIPANT
                  If a Participant who is zero percent vested in his Employer
                  Contribution Accounts terminates employment, a Cash-Out
                  Distribution will be deemed to have occurred as of the
                  Participant's date of termination of employment.

                  If the Participant subsequently returns to an Eligible
                  Employee Classification prior to incurring five consecutive
                  One Year Breaks-in-Service, then the Participant will
                  immediately become entitled to a complete restoration of his
                  Employer Contribution Accounts as of the Accounting Date
                  coincident with or next following his date of re-employment.
                  Such restoration will be made in accordance with the
                  provisions of Section 5.04(c).

5.05     FORM OF BENEFIT PAYMENT

         (a)      IN GENERAL
                  Subject to the provisions of Section 5.06, the Plan
                  Administrator will direct the Trustee to make the payment of
                  any benefit provided under this Plan upon the event giving
                  rise to such benefit within 60 days following the receipt of a
                  Participant's written request for the payment of benefits on a
                  form provided by the Plan Administrator. The Plan
                  Administrator may temporarily suspend such processing in the
                  event of unusual or extraordinary circumstances such as the
                  conversion of Plan records from one recordkeeper to another.

                  The form of benefit for the payment of any benefit from the
                  Participant's Prior Plan Account and the Participant's Prior
                  Plan Pre-tax Account will be governed by the provisions of a
                  transferor plan pursuant to Section 10.05. The form of benefit
                  for the payment of any benefit paid from the Participant's
                  Prior Plan Account and the Participant's Prior Plan Pre-tax
                  Account that is paid in the form of an annuity will be in
                  accordance with the Qualified Annuity provisions of Section
                  5.05(b).

                  The form of benefit for the payment of any benefit from any
                  other Account will be a lump sum payment, unless the
                  Participant elects a direct transfer pursuant to Section 5.07.

                  If so required under the provisions of a transferor plan, upon
                  request, the Participant may receive his benefit from his
                  Prior Plan Account and from his Prior Plan Pre-tax Account
                  paid in a series of substantially equal annual or more
                  frequent installments over a period not extending beyond the
                  earliest of (a) the end of the period measured by the joint
                  life and last survivor expectancy of the Participant and his
                  spouse, or (b) twenty (20) years. The Plan Administrator and
                  the Trustee will have the power to establish rules and
                  guidelines as deemed necessary or appropriate with regard to
                  the payment of benefits under the installment payment form.

                                       5-2


<PAGE>   43




         (b)      QUALIFIED ANNUITY RULES

                  If required to be paid under the Qualified Annuity rules, the
                  form of benefit will be determined as follows:

                  (1)      A Participant who is not married on the date benefits
                           are to commence will be provided a Qualified Life
                           Annuity, unless a lump sum payment is elected, under
                           a Qualified Election, by the Participant within the
                           90-day period which ends on his benefit commencement
                           date.

                  (2)      A Participant who is married on the date benefits
                           commence will be provided a Qualified Joint and
                           Survivor Annuity unless a lump sum payment is
                           elected, under a Qualified Election, by the
                           Participant within the 90-day period which ends on
                           his benefit commencement date.

                  Within the 90-day period which ends on a married Participant's
                  expected benefit commencement date, the Plan Administrator
                  will provide each such Participant a written explanation of:

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

                  (2)      the Participant's right to make and the effect of a
                           Qualified Election to waive the Qualified Joint and
                           Survivor Annuity form of benefit;

                  (3)      the rights of a Participant's spouse; and

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

                  Notwithstanding the above, if a terminated Participant's
                  Vested Accrued Benefit is $3,500 or less, such Participant's
                  Vested Accrued Benefit shall be payable in a lump sum of the
                  entire amount of his Vested Accrued Benefit. If the value of
                  his Vested Accrued Benefit at the time of any distribution
                  exceeds $3,500, the value of his Vested Accrued Benefit at any
                  later time will be deemed to also exceed $3,500. Effective for
                  the Plan Year beginning January 1, 1998, $5,000 shall be
                  substituted for $3,500 in this paragraph in compliance with
                  the Taxpayer Relief Act of 1997. This paragraph will not apply
                  after the Annuity Starting Date.

5.06     COMMENCEMENT OF BENEFIT
         Subject to the provisions of this Article, commencement of a benefit
         will, unless the Participant elects otherwise in writing, begin not
         later than the 60th day after the later of the close of the Plan Year
         in which the Participant attains Normal Retirement Age or the close of
         the Plan Year which contains the date the Participant terminates his
         service with the Employer.

         Payment of a Participant's benefits must begin no later than his
         Required Beginning Date.

         All distributions required under this Section will be determined and
         made in accordance with the regulations issued under Code Section
         401(a)(9), including those dealing with minimum distribution
         requirements. Notwithstanding the provisions of Section 5.05, an Active
         Participant who is a Five Percent Owner and who has reached his
         Required Beginning Date will receive an annual distribution of his
         Accrued Benefit equal to the minimum required distribution determined
         under Code Section 401(a)(9).


                                       5-3


<PAGE>   44



         For purposes of this Section, life expectancy and joint and last
         survivor expectancy are to be computed by the use of the return
         multiples contained in Section 1.72-9 of the Income Tax Regulations.
         Unless the Participant elects otherwise by the time of the first
         required distribution, life expectancy of the Participant and the
         surviving spouse will be recalculated annually. Such election shall be
         irrevocable. The life expectancy of any other designated Beneficiary
         will be calculated at the time payment first begins without further
         recalculation.

         If the Participant dies after distribution of his interest has begun,
         the remaining portion of the interest will continue to be distributed
         at least as rapidly as under the method of distribution being used
         before the Participant's death.

5.07     DIRECTED TRANSFER OF ELIGIBLE ROLLOVER DISTRIBUTIONS

         (a)      GENERAL
                  This Section applies to distributions made on or after January
                  1, 1993. Notwithstanding any provision of the Plan to the
                  contrary that would otherwise limit a Distributee's election
                  under this Section, a Distributee may elect, at the time and
                  in the manner prescribed by the Plan Administrator, to have
                  any portion of an Eligible Rollover Distribution paid directly
                  to an Eligible Retirement Plan specified by the Distributee in
                  a Direct Rollover.

         (b)      ELIGIBLE ROLLOVER DISTRIBUTION
                  An Eligible Rollover Distribution is any distribution of all
                  or any portion of the balance to the credit of the
                  Distributee, except that an Eligible Rollover Distribution
                  does not include: any distribution that is one of a series of
                  substantially equal periodic payments (not less frequently
                  than annually) made for the life (or life expectancy) of the
                  Distributee or the joint lives (or joint life expectancies) of
                  the Distributee and the Distributee's designated beneficiary,
                  or for a specified period of ten years or more; any
                  distribution to the extent such distribution is required under
                  section 401(a)(9) of the Code; and the portion of any
                  distribution that is not includible in gross income
                  (determined without regard to the exclusion for net unrealized
                  appreciation with respect to employer securities).

         (c)      ELIGIBLE RETIREMENT PLAN
                  An Eligible Retirement Plan is an individual retirement
                  account described in section 408(a) of the Code, an individual
                  retirement annuity described in section 408(b) of the Code, or
                  a qualified trust described in section 401(a) of the Code,
                  that accepts the Distributee's Eligible Rollover Distribution.
                  However, in the case of an Eligible Rollover Distribution to
                  the surviving spouse, an Eligible Retirement Plan is an
                  individual retirement account or individual retirement
                  annuity.

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

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

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

                                       5-4


<PAGE>   45




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

                  o        the Participant, after receiving the notice,
                           affirmatively elects to receive a distribution.

                                       5-5


<PAGE>   46



                                    ARTICLE 6

                                  DEATH BENEFIT

6.01     VALUATION OF ACCOUNTS
         For purposes of this Article, the value of a Participant's Accrued
         Benefit will be determined as of the Valuation Date his Accounts are
         liquidated to effect his distribution.

6.02     DEATH BENEFIT

         (a)      LUMP SUM DEATH BENEFIT
                  With regard to the portion of a Participant's benefit that is
                  eligible to be distributed as a lump sum, in the event of the
                  death of the Participant prior to the date on which he
                  receives a complete distribution of his benefit under the
                  Plan, the Participant's Beneficiary will be entitled to
                  receive the value of the Participant's Accrued Benefit.

         (b)      PRE-RETIREMENT DEATH BENEFIT
                  With regard to the portion of a Participant's benefit that is
                  required to be paid under the Qualified Annuity rules of
                  Section 5.05(b), in the event of the death of a Participant
                  prior to the date that he begins to receive a retirement
                  benefit under the Plan, if the Participant has a Surviving
                  Spouse and if a Beneficiary other than the Participant's
                  Surviving Spouse has not been designated pursuant to a
                  Qualified Election, the Participant's Surviving Spouse will be
                  entitled to receive a Qualified Survivor Annuity.

                  If a Surviving Spouse does not exist or if a Beneficiary other
                  than the Participant's Surviving Spouse has been designated
                  pursuant to a Qualified Election, the Participant's designated
                  Beneficiary will be entitled to receive the value of the
                  Participant's Accrued Benefit.

         (c)      POST-RETIREMENT DEATH BENEFIT
                  With regard to the portion of a Participant's benefit that is
                  required to be paid under the Qualified Annuity rules of
                  Section 5.05(b), in the event of the death of a Retired
                  Participant or a Disabled Participant receiving a benefit, a
                  benefit will be paid to the Participant's Beneficiary or
                  Surviving Spouse in accordance with the form of benefit
                  payment elected under the Plan.

6.03     DESIGNATION OF BENEFICIARY
         Each Participant will be given the opportunity to designate a
         Beneficiary or Beneficiaries, and from time to time the Participant may
         file with the Plan Administrator a new or revised designation on the
         form provided by the Plan Administrator. If a Participant is married,
         any designation of a Beneficiary other than the Participant's spouse
         must be consented to by the Participant's spouse pursuant to a
         Qualified Election.

         If a Participant dies without designating a Beneficiary, or if the
         Participant is predeceased by all designated Beneficiaries and
         contingent Beneficiaries, the Plan Administrator will distribute all
         benefits which are payable in the event of the Participant's death in
         the following manner and to the first of the following (who are listed
         in order of priority) who survive the Participant by at least 30 days:

         o        All to the Participant's Surviving Spouse;

         o        Equally among the then living children of the Participant (by
                  birth or adoption);

         o        Among the Participant's then living lineal descendants, by
                  right of representation; or

         o        The Participant's estate.


                                       6-1

<PAGE>   47



                                    ARTICLE 7

                             LIMITATIONS ON BENEFITS

7.01     LIMITATION ON ANNUAL ADDITIONS
         The amount of the Annual Addition which may be allocated under this
         Plan to any Participant's Account as of any Allocation Date will not
         exceed the Defined Contribution Limit (based upon his Aggregate
         Compensation up to such Valuation Date) reduced by the sum of any
         allocations of annual additions made to Participant's Accounts under
         this Plan as of any preceding Allocation Date within the Limitation
         Year.

         If the Annual Addition under this Plan on behalf of a Participant is to
         be reduced as of any Allocation Date as a result of the next preceding
         paragraph, the reduction will be, to the extent required, effected by
         first reducing Participant contributions (which increase the annual
         addition), then Forfeitures (if any), and then Employer contributions
         to be allocated under this Plan on behalf of the Participant as of the
         Allocation Date.

         Any necessary reduction will be made as follows:

         (a)      The amount of the reduction consisting of nondeductible
                  Participant contributions will be paid to the Participant as
                  soon as administratively feasible.

         (b)      The amount of the reduction consisting of any other
                  Participant contributions will be paid to the Participant as
                  soon as administratively feasible.

         (c)      The amount of the reduction consisting of Forfeitures will be
                  allocated and reallocated to other Accounts in accordance with
                  the Plan formula for allocating Forfeitures to the extent that
                  such allocations do not cause the additions to any other
                  Participant's Accounts to exceed the lesser of the Defined
                  Contribution Limit or any other limitation provided in the
                  Plan.

         (d)      The amount of the reduction consisting of Employer
                  contributions will be allocated and reallocated to other
                  Accounts in accordance with the Plan formula for Employer
                  Contributions to the extent that such allocations do not cause
                  the additions to any other Participant's Accounts to exceed
                  the lesser of the Defined Contribution Limit or any other
                  limitation provided in the Plan.

         (e)      To the extent that the reductions described in paragraph (d)
                  cannot be allocated to other Participant's Accounts, the
                  reductions will be allocated to a suspense account as
                  Forfeitures and held therein until the next succeeding
                  Allocation Date on which Forfeitures could be applied under
                  the provisions of the Plan. All amounts held in a suspense
                  account must be applied as Forfeitures before any additional
                  contributions, which would constitute annual additions, may be
                  made to the Plan. If the Plan terminates, the suspense account
                  will revert to the Employer to the extent it may not be
                  allocated to any Participant's Accounts.

         (f)      If a suspense account is in existence at any time during a
                  Limitation Year pursuant to this Section, it will not
                  participate in the allocation of the Trust Fund's investment
                  gains and losses.

7.02     WHERE EMPLOYER MAINTAINS ANOTHER QUALIFIED PLAN

         (a)      WHERE EMPLOYER MAINTAINS ANOTHER QUALIFIED DEFINED
                  CONTRIBUTION PLAN If the Employer maintains this Plan and one
                  or more other qualified defined contribution plans, one or
                  more welfare benefit funds (as defined in Code Section
                  419(e)), or one or more

                                       7-1


<PAGE>   48



                  individual medical accounts (as defined in Code Section
                  415(l)(2)), all of which are referred to in this Article 7 as
                  "qualified defined contribution plans", the annual additions
                  allocated under this Plan to any Participant's Accounts will
                  be limited in accordance with the allocation provisions of
                  this Section 7.02(a).

                  The amount of the Annual Additions which may be allocated
                  under this Plan to any Participant's Accounts as of any
                  Allocation Date will not exceed the Defined Contribution Limit
                  (based upon Aggregate Compensation up to the allocation date)
                  reduced by the sum of any allocations of Annual Additions made
                  to the Participant's Accounts under this Plan and any other
                  qualified defined contribution plans maintained by the
                  Employer as of any earlier Allocation Date within the
                  Limitation Year.

                  If an Allocation Date of this Plan coincides with an
                  Allocation Date of any other plan described in the above
                  paragraph, the amount of Annual Additions to be allocated on
                  behalf of a Participant under this Plan as of such date will
                  be an amount equal to the product of the amount described in
                  the next preceding paragraph multiplied by a fraction (not to
                  exceed 1.0), the numerator of which is the amount to be
                  allocated under this Plan without regard to this Article
                  during the Limitation Year and the denominator of which is the
                  amount that would otherwise be allocated on this Allocation
                  Date under all plans without regard to this Article 7.

                  If the Annual Addition under this Plan on behalf of a
                  Participant is to be reduced as of any Allocation Date as a
                  result of the next preceding two paragraphs, the reduction
                  will be, to the extent required, effected by first reducing
                  Participant contributions (which increase the annual
                  addition), then Forfeitures (if any), and then any Employer
                  contributions, to be allocated under this Plan on behalf of
                  the Participant as of the Allocation Date.

                  If as a result of the first four paragraphs of this Section
                  7.02 the allocation of additions is reduced, the reduction
                  will be treated in the manner described in the third paragraph
                  of Section 7.01.

         (b)      WHERE EMPLOYER MAINTAINS A QUALIFIED DEFINED BENEFIT PLAN

                  (1)      IN GENERAL
                           If the Employer maintains (or has ever maintained),
                           in addition to this Plan, one or more qualified
                           defined benefit plans, then for any Limitation Year,
                           the sum of the Defined Benefit Plan Fraction and the
                           Defined Contribution Plan Fraction will not exceed
                           1.0. If, in any Limitation Year, the sum of the
                           Defined Benefit Plan Fraction and the Defined
                           Contribution Plan Fraction for a Participant would
                           exceed 1.0 without adjustment to the amount of the
                           annual benefit that can be paid to the Participant
                           under the defined benefit plan, then the amount of
                           annual benefit that would otherwise be paid to the
                           Participant under the defined benefit plan will be
                           reduced to the extent necessary to reduce the sum of
                           the Defined Benefit Plan Fraction and the Defined
                           Contribution Plan Fraction for the Participant to
                           1.0.

                  (2)      TRANSITION RULE UNDER TRA '86
                           If a plan was in existence on May 6, 1986, the
                           numerator of the Defined Contribution Plan Fraction
                           will be reduced (to not less than zero) as prescribed
                           by the Secretary of the Treasury by subtracting the
                           amount required to decrease the sum of the Defined
                           Contribution Plan Fraction plus the Defined Benefit
                           Plan Fraction to 1.0. Such amount is determined (as
                           of the first day of the first Limitation Year
                           beginning on or after January 1, 1987) as the product
                           of:


                                       7-2


<PAGE>   49



                           (A)      The amount by which, without this
                                    adjustment, the sum of the Defined
                                    Contribution Plan Fraction plus the Defined
                                    Benefit Plan Fraction exceeds 1.0,
                                    multiplied by

                           (B)      The denominator of the Defined Contribution
                                    Plan Fraction, as computed through the last
                                    Limitation Year beginning before January 1,
                                    1987, disregarding any changes in the terms
                                    and conditions of the plan after May 5,
                                    1986.

                           This subparagraph 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.

                  (3)      TRANSITION RULE UNDER TEFRA
                           In the case of a plan which met the limitation of
                           Section 415 of the Code for the last Limitation Year
                           beginning before January 1, 1983, the numerator of
                           the Defined Contribution Plan Fraction will be
                           reduced (to not less than zero) as prescribed by the
                           Secretary of the Treasury by subtracting the amount
                           required to decrease the sum of the Defined
                           Contribution Plan Fraction plus the Defined Benefit
                           Plan Fraction to 1.0. Such amount is determined (as
                           of the first day of the first Limitation Year
                           beginning on or after January 1, 1983) as the product
                           of:

                           (A)      The amount by which, without this
                                    adjustment, the sum of the Defined
                                    Contribution Plan Fraction plus the Defined
                                    Benefit Plan Fraction exceeds 1.0,
                                    multiplied by

                           (B)      The denominator of the Defined Contribution
                                    Plan Fraction, as computed through the last
                                    Limitation Year beginning before January 1,
                                    1983.

7.03     DEFINITIONS APPLICABLE TO ARTICLE 7

         (a)      AGGREGATE COMPENSATION
                  Aggregate Compensation means a Participant's earned income,
                  wages, salaries, and fees for professional services, and other
                  amounts received for personal services actually rendered in
                  the course of employment with the employer maintaining the
                  plan (including, but not limited to, commissions paid to
                  salesmen, compensation for services on the basis of a
                  percentage of profits, commissions on insurance premiums, tips
                  and bonuses), and excluding the following:

                  o        Employer contributions to a plan of deferred
                           compensation which are not included in the employee's
                           gross income for the taxable year in which
                           contributed or employer contributions under a
                           simplified employee pension plan to the extent the
                           contributions are deductible by the employee, or any
                           distributions from a plan of deferred compensation;

                  o        Amounts realized from the exercise of a nonqualified
                           stock option, or when restricted stock (or property)
                           held by the employee either becomes freely
                           transferable or is no longer subject to a substantial
                           risk of forfeiture;

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

                  o        Other amounts which received special tax benefits, or
                           contributions made by the employer (whether or not
                           under a salary reduction agreement) toward the
                           purchase


                                       7-3


<PAGE>   50



                           of an annuity described in Code Section 403(b)
                           (whether or not the amounts are actually excludable
                           from the gross income of the employee).

                  For Plan Years beginning prior to January 1, 1998, Aggregate
                  Compensation excludes any amounts contributed by the Employer
                  or any Related Employer on behalf of any Employee pursuant to
                  a salary reduction agreement which are not includable in the
                  gross income of the Employee due to Code Section 125,
                  402(e)(3), 402(h), 402(k) or 403(b).

                  Notwithstanding the above, for Plan Years beginning on or
                  after January 1, 1998, Aggregate Compensation includes any
                  amounts contributed by the Employer or any Related Employer on
                  behalf of any Employee pursuant to a salary reduction
                  agreement which are not includable in the gross income of the
                  Employee due to Code Section 125, 402(e)(3), 402(h), 402(k) or
                  403(b).

                  Aggregate Compensation in excess of the Statutory Compensation
                  Limit is disregarded.

                  Aggregate Compensation for any Limitation Year is the
                  Aggregate Compensation actually paid or includable in gross
                  income in such year.

         (b)      ALLOCATION DATE
                  Allocation Date means the date with respect to which all or a
                  portion of employer contributions, employee contributions or
                  forfeitures or both are allocated to participant accounts
                  under a defined contribution plan.

         (c)      ANNUAL ADDITIONS
                  For Plan Years beginning after December 31, 1986, Annual
                  Additions are the sum of the following amounts allocated to
                  any defined contribution plan maintained by the Employer
                  (including voluntary contributions to any defined benefit plan
                  maintained by the Employer) on behalf of a Participant for a
                  Limitation Year:

                  o        All Employee and Employer contributions;

                  o        All reallocated forfeitures;

                  o        Amounts allocated after March 31, 1984, to an
                           individual medical account, as defined in Code
                           Section 415(l)(2) which is part of a pension or
                           annuity plan maintained by the Employer, and amounts
                           derived from contributions paid or accrued after
                           December 31, 1985, in taxable years ending after that
                           date, which are attributable to post-retirement
                           medical benefits required by Code Section 401(h)(6)
                           to be allocated to the separate account of a Key
                           Employee under a welfare benefit plan (as defined in
                           Code Section 419(e)) maintained by the Employer.

                  Contributions or forfeitures will be treated as Annual
                  Additions regardless of whether they constitute Excess
                  Deferrals, Excess Contributions or Excess Aggregate
                  Contributions within the meaning of the regulations under Code
                  Section 401(k) or 401(m) and regardless of whether they are
                  corrected through distribution or recharacterization. Excess
                  deferrals distributed in accordance with Treasury Regulation
                  1.402(g)-1(e)(2) or (3) are not Annual Additions. The Annual
                  Addition for any Limitation Year beginning before January 1,
                  1987, will not be recomputed to treat all Employee After-tax
                  Contributions as Annual Additions.

         (d)      ANNUAL BENEFIT
                  Annual Benefit means a benefit payable annually in the form of
                  a straight life annuity (with no ancillary benefits) under a
                  plan to which employees do not contribute and under which no
                  rollover contributions are made.

                                       7-4


<PAGE>   51




         (e)      DEFINED BENEFIT COMPENSATION LIMIT
                  The Defined Benefit Compensation Limit is equal to 100% of the
                  Participant's average Aggregate Compensation for the three
                  consecutive calendar years (or other twelve consecutive month
                  periods adopted by the Employer pursuant to a Written
                  Resolution and applied on a uniform and consistent basis) of
                  service during which the Participant had the greatest
                  Aggregate Compensation.

                  Where the annual benefit is payable to a Participant in a form
                  other than a straight life annuity or a Qualified Joint and
                  Survivor Annuity, the Defined Benefit Compensation Limit will
                  be the Actuarial Equivalent of a straight life annuity
                  beginning at the same age. No adjustment is required for the
                  following: pre-retirement disability benefits, pre-retirement
                  death benefits and post-retirement medical benefits. For
                  purposes of this paragraph, the interest rate used in
                  adjusting the Defined Benefit Compensation Limit will be the
                  greater of (1) 5%, or (2) the post-retirement interest rate
                  specified in the plan for Actuarial Equivalent purposes.

                  Where the annual benefit is payable to a Participant who has
                  fewer than 10 years of service with the Employer or any
                  Related or Predecessor Employer, the Defined Benefit
                  Compensation Limit will be multiplied by a fraction, the
                  numerator of which is the Participant's number of years of
                  service with the Employer or Related or Predecessor Employer,
                  and the denominator of which is 10.

                  With regard to a Participant who has separated from service
                  with a nonforfeitable right to an Accrued Benefit, the Defined
                  Benefit Compensation Limit will be adjusted effective January
                  1 of each Calendar year. For any Limitation Year beginning
                  after the separation occurs, the Defined Benefit Compensation
                  Limit will be equal to the Defined Benefit Compensation Limit
                  which was applicable to the Participant in the Limitation Year
                  in which he separated from service multiplied by a fraction,
                  the numerator of which is the Defined Benefit Dollar Limit for
                  the Limitation Year in which the Defined Benefit Compensation
                  Limit is being adjusted and the denominator of which is the
                  Defined Benefit Dollar Limit for the Limitation Year in which
                  the Participant separated from service.

         (f)      DEFINED BENEFIT DOLLAR LIMIT
                  The Defined Benefit Dollar Limit is equal to $90,000 for
                  calendar years 1984 through 1987. As of January 1, 1988 and as
                  of January 1 of each subsequent calendar year, the dollar
                  limitation (described in Code Section 415(b)(1)(a)) as
                  determined by the Secretary of the Treasury for that calendar
                  year will become effective as the Defined Benefit Dollar Limit
                  for the calendar year. For calendar years between 1976 and
                  1983, the Defined Benefit Dollar Limit is $75,000 as adjusted
                  by the Secretary of the Treasury under Code Section 415(d) for
                  that calendar year. The Defined Benefit Dollar Limit for a
                  calendar year applies to Limitation Years ending with or
                  within that calendar year.

                  Where the annual benefit is payable to a Participant in a form
                  other than a straight life annuity or a Qualified Joint and
                  Survivor Annuity, the Defined Benefit Dollar Limit will be the
                  Actuarial Equivalent of a straight life annuity beginning at
                  the same age. No adjustment is required for the following:
                  pre-retirement disability benefits, pre-retirement death
                  benefits, and post-retirement medical benefits. For purposes
                  of this paragraph, the interest rate used for adjusting the
                  Defined Benefit Dollar Limit will be the greater of (1) 5%, or
                  (2) the post-retirement interest rate specified for Actuarial
                  Equivalent purposes.

                  Where the annual benefit is payable to a Participant who has
                  fewer than 10 years of participation in the Plan, the Defined
                  Benefit Dollar Limit will be multiplied by a fraction, the
                  numerator of which is the Participant's number of years (or
                  part thereof) of participation in the Plan, and the
                  denominator of which is 10. To the extent provided by the
                  Secretary of the

                                       7-5


<PAGE>   52



                  Treasury, this paragraph will be applied to each change in the
                  benefit structure of the Plan.

                  For a benefit commencing before a Participant's Social
                  Security Retirement Age but at or after age 62, the Defined
                  Benefit Dollar Limit will be adjusted in a manner which is
                  consistent with the reduction for old-age insurance benefits
                  commencing before Social Security Retirement Age under the
                  Social Security Act. The reduction will be 5/9 of 1% for each
                  of the first 36 months and 5/12 of 1% for each additional
                  month (up to 24 months) by which benefits commence before the
                  month of the Participant's Social Security Retirement Age. The
                  Defined Benefit Dollar Limit for a benefit commencing before
                  age 62 will be adjusted to the Actuarial Equivalent of the
                  Defined Benefit Dollar Limit for a benefit commencing at age
                  62 based on an interest rate equal to the greater of (1) 5%,
                  or (2) the interest rate specified in the plan for determining
                  actuarial equivalence for early retirement.

                  For a benefit commencing after a Participant's Social Security
                  Retirement Age, the Defined Benefit Dollar Limit will be
                  adjusted to the actuarial equivalent of the Defined Benefit
                  Dollar Limit for a benefit commencing at the Participant's
                  Social Security Retirement Age. For purposes of this
                  paragraph, the interest rate used for adjusting the Defined
                  Benefit Dollar Limit will be the lesser of (1) 5%, or (2) the
                  interest rate specified in the plan for determining actuarial
                  equivalence for early retirement.

         (g)      DEFINED BENEFIT LIMIT
                  The Defined Benefit Limit is the lesser of the Defined Benefit
                  Dollar Limit or the Defined Benefit Compensation Limit.

         (h)      DEFINED BENEFIT PLAN FRACTION DENOMINATOR
                  The Defined Benefit Plan Fraction Denominator with respect to
                  any Participant is the lesser of (1) the product of the
                  Defined Benefit Dollar Limit multiplied by 1.25, or (2) the
                  product of the Defined Benefit Compensation Limit multiplied
                  by 1.4. However, for purposes of determining the Defined
                  Benefit Plan Fraction Denominator, "years of service with the
                  Employer or any Related or Predecessor Employer" will be
                  substituted for "years of participation in the Plan" wherever
                  it appears in Section 7.03(f).

         (i)      DEFINED BENEFIT PLAN FRACTION
                  The Defined Benefit Plan Fraction is a fraction determined as
                  of the close of a Limitation Year, the numerator of which is
                  the Projected Annual Benefit payable to a Participant under
                  this Plan and the denominator of which is the Defined Benefit
                  Fraction Denominator. If a Participant has participated in
                  more than one defined benefit plan maintained by the Employer,
                  the numerator of the Defined Benefit Plan Fraction is the sum
                  of the projected annual benefits payable to the Participant
                  under all of the defined benefit plans, whether or not
                  terminated.

         (j)      DEFINED CONTRIBUTION LIMIT
                  The Defined Contribution Limit for a given Limitation Year is
                  equal to the lesser of (1) the Defined Contribution
                  Compensation Limit, which is 25% of Aggregate Compensation
                  applicable to the Limitation Year, or (2) the Defined
                  Contribution Dollar Limit, which, for calendar years after
                  1983 is the greater of $30,000 or one-fourth of the Defined
                  Benefit Dollar Limit for the Limitation Year, and for calendar
                  years between 1976 and 1983 is one-third of the Defined
                  Benefit Dollar Limit. If a short Limitation Year is created
                  because of an amendment changing the Limitation Year to a
                  different 12 consecutive month period, the Defined
                  Contribution Dollar Limit is multiplied by a fraction, the
                  numerator of which is equal to the number of months in the
                  short Limitation Year and the denominator of which is 12.

                                       7-6


<PAGE>   53




         (k)      DEFINED CONTRIBUTION PLAN FRACTION
                  The Defined Contribution Plan Fraction is a fraction
                  determined as of the close of a Limitation Year, the numerator
                  of which is the sum of the Annual Additions to the
                  Participant's Accounts under all defined contribution plans of
                  the Employer for the current and all prior Limitation Years
                  and the denominator of which is the sum of the Annual
                  Additions which would have been made for the Participant for
                  the current and all prior Limitation Years (for all prior
                  years of service with the Employer or any predecessor
                  Employer) if in each Limitation year the Annual Additions
                  equaled the lesser of (1) the product of the Defined
                  Contribution Compensation Limit for the Limitation Year
                  multiplied by 1.4, or (2) the product of the Defined
                  Contribution Dollar Limit for the Limitation Year multiplied
                  by 1.25. The aggregate amount in the numerator of this
                  fraction due to years beginning before January 1, 1976 may not
                  exceed the aggregate amount in the denominator of this
                  fraction for all such years.

                  For purposes of this Section 7.03(k), the Annual Addition for
                  any Limitation Year beginning before January 1, 1987 will not
                  be recomputed to treat all Employee After-tax Contributions as
                  Annual Additions.

         (l)      EMPLOYER
                  The Employer is the Employer that adopts this Plan together
                  with all Related Employers. For this purpose, the definition
                  of Related Employer in Section 1.33 of this Plan is modified
                  by Code Section 415(h).

         (m)      LIMITATION YEAR
                  The Limitation Year will be the 12 consecutive month period
                  which is specified in Article 1 of this Plan and which is
                  adopted for all qualified plans maintained by the Employer
                  pursuant to a Written Resolution adopted by the Employer. In
                  the event of a change in the Limitation Year, the additional
                  limitations of Treasury Regulation Section 1.415-2(b)(4)(iii)
                  will also apply.

         (n)      PROJECTED ANNUAL BENEFIT
                  For purposes of this Section, a Participant's Projected Annual
                  Benefit is equal to the annual benefit to which a Participant
                  in a defined benefit Plan would be entitled under the terms of
                  the plan based on the following assumptions:

                  o        The Participant will continue employment until
                           reaching normal retirement age as determined under
                           the terms of the plan (or current age, if that is
                           later);

                  o        The Participant's compensation for the Limitation
                           Year under consideration will remain the same for all
                           future years;

                  o        All other relevant factors used to determine benefits
                           under the plan for the Limitation Year under
                           consideration will remain constant for all future
                           Limitation Years; and

                  o        The benefits resulting from any Participant
                           Contributions or Rollover Contributions are
                           disregarded.

         (o)      SOCIAL SECURITY RETIREMENT AGE
                  Social Security Retirement Age means age 65 for a Participant
                  born before January 1, 1938; age 66 for a Participant born
                  after December 31, 1937, but before January 1, 1955; and age
                  67 for a Participant born after December 31, 1954.


                                       7-7


<PAGE>   54



7.04     EFFECT OF TOP-HEAVY STATUS

         (a)      GENERAL
                  Notwithstanding the provisions of Section 7.03, "1.0" will be
                  substituted for "1.25" wherever it appears in Sections 7.03(h)
                  and 7.03(k) for any Limitation Year in which the Plan is found
                  to be Top-Heavy for the Plan Year which coincides with or ends
                  within such Limitation Year.

         (b)      NON-APPLICATION
                  Section 7.04(a) will not apply for any Limitation Year in
                  which, for the Plan Year which coincides with or ends within
                  such Limitation Year, (1) the Plan is not determined to be
                  Super Top-Heavy and (2) for any Non-Key Employee who is a
                  Participant in both this Plan and a defined benefit plan
                  maintained by the Employer or a Related Employer, the annual
                  allocation of Employer contributions plus Forfeitures under
                  this Plan is not less than 7.5% of the Non-Key Employee's
                  Aggregate Compensation.


                                       7-8


<PAGE>   55



                                    ARTICLE 8

                                  MISCELLANEOUS

8.01     EMPLOYMENT RIGHTS OF PARTIES NOT RESTRICTED
         The adoption and maintenance of this Plan will not be deemed a contract
         between the Employer and any Employee. Nothing in this Plan will give
         any Employee or Participant the right to be retained in the employ of
         the Employer or to interfere with the right of the Employer to
         discharge any Employee or Participant at any time, nor will it give the
         Employer the right to require any Employee or Participant to remain in
         its employ, or to interfere with any Employee's or Participant's right
         to terminate his employment at any time.

8.02     ALIENATION

         (a)      GENERAL
                  No person entitled to any benefit under this Plan will have
                  any right to sell, assign, transfer, hypothecate, encumber,
                  commute, pledge, anticipate or otherwise dispose of his
                  interest in the benefit, and any attempt to do so will be
                  void. No benefit under this Plan will be subject to any legal
                  process, levy, execution, attachment or garnishment for the
                  payment of any claim against such person.

         (b)      EXCEPTIONS
                   Section 8.02(a) will not apply to the extent a Participant or
                  Beneficiary is indebted to the Plan under the provisions of
                  the Plan. At the time a distribution is to be made to or for a
                  Participant's or Beneficiary's benefit, the portion of the
                  amount distributed which equals the indebtedness will be
                  withheld by the Trustee to apply against or discharge the
                  indebtedness. Before making a payment, however, the
                  Participant or Beneficiary must be given written notice by the
                  Plan Administrator that the indebtedness is to be so paid in
                  whole or part from his Participant's Accrued Benefit. If the
                  Participant or Beneficiary does not agree that the
                  indebtedness is a valid claim against his Vested Accrued
                  Benefit, he will be entitled to a review of the validity of
                  the claim in accordance with procedures established by the
                  Plan Administrator.

                  Section 8.02(a) will not apply to a qualified domestic
                  relations order (QDRO) as defined in Code Section 414(p), and
                  those other domestic relations orders permitted to be so
                  treated by the Plan Administrator under the provisions of the
                  Retirement Equity Act of 1984. The Plan Administrator will
                  establish a written procedure to determine the qualified
                  status of domestic relations orders and to administer
                  distributions under such qualified orders. Further, to the
                  extent provided under a QDRO, a former spouse of a Participant
                  will be treated as the spouse or Surviving Spouse for all
                  purposes under the Plan. Where, however, because of a QDRO,
                  more than one individual is to be treated as a Surviving
                  Spouse, the total amount to be paid in the form of a Qualified
                  Survivor Annuity or the survivor portion of a Qualified Joint
                  and Survivor Annuity may not exceed the amount that would be
                  paid if there were only one Surviving Spouse. All rights and
                  benefits, including elections, provided to a Participant under
                  this Plan will be subject to the rights afforded to any
                  alternate payee as such term is defined in Code Section
                  414(p).

                  This Plan specifically permits distribution to an alternate
                  payee under a QDRO (without regard to whether the Participant
                  has attained his or her earliest retirement age as that term
                  is defined under Code Section 414(p)) in the same manner that
                  is provided for a Vested Terminated Participant.


                                       8-1


<PAGE>   56



                  Section 8.02(a) will not apply with regard to the enforcement
                  of a federal tax levy made pursuant to Code Section 6331 or
                  collection by the United States of a judgment resulting from
                  an unpaid tax assessment.

8.03     QUALIFICATION OF PLAN
         The Employer will have the sole responsibility for obtaining and
         retaining qualification of the Plan under the Code with respect to the
         Employer's individual circumstances.

8.04     CONSTRUCTION
         To the extent not preempted by ERISA, this Plan will be construed
         according to the laws of the state in which the Employer's principal
         place of business is located. Words used in the singular will include
         the plural, the masculine gender will include the feminine, and vice
         versa, whenever appropriate.

8.05     NAMED FIDUCIARIES

         (a)      ALLOCATION OF FUNCTIONS
                  The authority to control and manage the operation and
                  administration of the Plan and Trust created by this
                  instrument will be allocated between the Plan Sponsor, the
                  Trustee, and the Plan Administrator, all of whom are
                  designated as Named Fiduciaries with respect to the Plan and
                  Trust as provided for by Section 402(a)(2) of ERISA. The Plan
                  Sponsor reserves the right to allocate the various
                  responsibilities for the present execution of the functions of
                  the Plan, other than the Trustee's responsibilities, among its
                  Named Fiduciaries. Any person or group of persons may serve in
                  more than one fiduciary capacity with regard to the Plan.

         (b)      RESPONSIBILITIES OF THE PLAN SPONSOR
                  The Plan Sponsor, in its capacity as a Named Fiduciary, will
                  have only the following authority and responsibility:

                  o        To appoint or remove the Plan Administrator and
                           furnish the Trustee with certified copies of any
                           resolutions of the Plan Sponsor with regard thereto;

                  o        To appoint and remove the Trustee;

                  o        To appoint a successor Trustee or additional
                           Trustees;

                  o        To communicate information to the Plan Administrator
                           and the Trustee as needed for the proper performance
                           of the duties of each;

                  o        To appoint an investment manager (or to refrain from
                           such appointment), to monitor the performance of the
                           investment manager so appointed, and to terminate
                           such appointment (more than one investment manger may
                           be appointed and in office at any time); and

                  o        To establish and communicate to the Trustee a funding
                           policy for the Plan.

         (c)      LIMITATION ON OBLIGATIONS OF NAMED FIDUCIARIES
                  No Named Fiduciary will have authority or responsibility to
                  deal with matters other than as delegated to it under this
                  Plan or by operation of law. A Named Fiduciary will not in any
                  event be liable for breach of fiduciary responsibility or
                  obligation by another fiduciary (including Named Fiduciaries)
                  if the responsibility or authority of the act or omission
                  deemed to be a breach was not within the scope of the Named
                  Fiduciary's authority or delegated responsibility.

                                       8-2


<PAGE>   57




         (d)      STANDARD OF CARE AND SKILL
                  The duties of each fiduciary will be performed with the care,
                  skill, prudence and diligence under the circumstances then
                  prevailing that a prudent person acting in a like capacity and
                  familiar with such matters would use in the conduct of an
                  enterprise of like character and with like objectives.

8.06     STATUS OF INSURER
         The term Insurer refers to any legal reserve life insurance company
         licensed to do business in the state within which the Employer
         maintains its principal office. The Insurer will file such returns,
         keep such records, make such reports and supply such information as
         required by applicable law or regulation.

8.07     ADOPTION AND WITHDRAWAL BY OTHER ORGANIZATIONS

         (a)      PROCEDURE FOR ADOPTION
                  Subject to the provisions of this Section 8.07, any
                  organization now in existence or hereafter formed or acquired,
                  which is not already a Participating Employer under this Plan
                  and which is otherwise legally eligible may, in the future,
                  with the consent and approval of the Plan Sponsor, by formal
                  Written Resolution (referred to in this Section as an Adoption
                  Resolution), adopt the Plan and Trust hereby created for all
                  or any classification of persons in its employment and
                  thereby, from and after the specified effective date, become a
                  Participating Employer under this Plan. Such consent will be
                  effected by and evidenced by a formal Written Resolution of
                  the Plan Sponsor. The Adoption Resolution may contain such
                  specific changes and variations in Plan terms and provisions
                  applicable to the adopting Participating Employer and its
                  Employees as may be acceptable to the Plan Sponsor and the
                  Trustee. However, the sole, exclusive right of any other
                  amendment of whatever kind or extent to the Plan is reserved
                  to the Plan Sponsor. The Adoption Resolution will become, as
                  to the adopting organization and its Employees, a part of this
                  Plan as then amended or thereafter amended. It will not be
                  necessary for the adopting organization to sign or execute the
                  original or then amended Plan and Trust Agreement or any
                  future amendment to the Plan and Trust Agreement. The
                  effective date of the Plan for the adopting organization will
                  be that stated in the Adoption Resolution and from and after
                  such effective date the adopting organization will assume all
                  the rights, obligations and liabilities as a Participating
                  Employer under this Plan. The administrative powers of and
                  control by the Plan Sponsor as provided in the Plan, including
                  the sole right of amendment or termination of the Plan, of
                  appointment and removal of the Plan Administrator and the
                  Trustee, and of appointment and removal of an investment
                  manager will not be diminished by reason of the participation
                  of the adopting organization in the Plan.

         (b)      WITHDRAWAL
                  Any Participating Employer may withdraw from the Plan at any
                  time, without affecting the Plan Sponsor or other
                  Participating Employers not withdrawing, by complying with the
                  provisions of the Plan. A withdrawing Participating Employer
                  may arrange for the continuation by itself or its successor of
                  this Plan in separate forms for its own employees, with such
                  amendments, if any, as it may deem proper, and may arrange for
                  continuation of the Plan by merger with an existing plan and
                  transfer of plan assets. The Plan Sponsor may, it its absolute
                  discretion, terminate a Participating Employer's participation
                  at any time when in its judgment the Participating Employer
                  fails or refuses to discharge its obligations under the Plan.

         (c)      ADOPTION CONTINGENT UPON INITIAL AND CONTINUED QUALIFICATION
                  The adoption of this Plan by an organization as provided is
                  hereby made contingent and subject to the condition precedent
                  that said adopting organization meets all the statutory

                                       8-3


<PAGE>   58



                  requirements for qualified plans, including, but not limited
                  to, Sections 401(a) and 501(a) of the Internal Revenue Code
                  for its Employees. If the Plan or the Trust, in its operation,
                  becomes disqualified, for any reason, as to the adopting
                  organization and its Employees, the portion of the Plan assets
                  allocable to them will be segregated as soon as is
                  administratively feasible, pending either the prompt (1)
                  requalification of the Plan as to the organization and its
                  employees to the satisfaction of the Internal Revenue Service
                  so as not to affect the continued qualified status thereof as
                  to other Employers, (2) withdrawal of the organization from
                  this Plan and a continuation by itself or its successor of its
                  plan separately from this Plan, or by merger with another
                  existing plan, with a transfer of its said segregated portion
                  of Plan assets, or (3) termination of the Plan as to itself
                  and its Employees.

8.08     EMPLOYER CONTRIBUTIONS
         Employer contributions made to the Plan and Trust are made and will be
         held for the sole purpose of providing benefits to Participants and
         their Beneficiaries.

         In no event will any contribution made by the Employer to the Plan and
         Trust or income therefrom revert to the Employer except as provided in
         Section 7.01(e) or as provided below.

         (a)      Any contribution made to the Plan and Trust by the Employer
                  because of a mistake of fact may be returned to the Employer
                  within one year of such contribution.

         (b)      Notwithstanding any other provision of the Plan and Trust, if
                  the Internal Revenue Service determines initially that the
                  Plan, as adopted by the Employer, does not qualify under
                  applicable sections of the Code and applicable Treasury
                  Department Regulations, and the Employer does not wish to
                  amend this Plan and Trust so that it does qualify, the value
                  of all assets will be distributed by the Trustee to the
                  Employer within one year after the date such initial
                  qualification is denied. Thereafter, the Employer's
                  participation in this Plan and Trust will be considered
                  rescinded and of no force or effect.

         (c)      Any contribution made by the Employer will be conditioned on
                  the deductibility of such contribution and may be refunded to
                  the Employer, to the extent the contribution is determined not
                  to be deductible, within one year after such determination is
                  made.


                                       8-4


<PAGE>   59

                                    ARTICLE 9

                                 ADMINISTRATION

9.01     PLAN ADMINISTRATOR
         The Plan Administrator will have the responsibility for the general
         supervision and administration of the Plan and will be a fiduciary of
         the Plan. The Employer may, by Written Resolution, appoint one or more
         individuals to serve as Plan Administrator. If the Employer does not
         appoint an individual or individuals as Plan Administrator, the
         Employer will function as Plan Administrator. The Employer may at any
         time, with or without cause, remove an individual as Plan Administrator
         or substitute another individual therefor.

9.02     POWERS AND DUTIES OF THE PLAN ADMINISTRATOR
         The Plan Administrator will be charged with and will have delegated to
         it the power, duty, authority and discretion to interpret and construe
         the provisions of this Plan, to determine its meaning and intent and to
         make application thereof to the facts of any individual case; to
         determine in its discretion the rights and benefits of Participants or
         the eligibility of Employees; to give necessary instructions and
         directions to the Trustee and the Insurer as herein provided or as may
         be requested by the Trustee and the Insurer from time to time; to
         resolve all questions of fact relating to any of the foregoing; and to
         generally direct the administration of the Plan according to its terms.
         All decisions of the Plan Administrator in matters properly coming
         before it according to the terms of this Plan, and all actions taken by
         the Plan Administrator in the proper exercise of its administrative
         powers, duties and responsibilities, will be final and binding upon all
         Employees, Participants and Beneficiaries and upon any person having or
         claiming any rights or interest in this Plan. The Employer and the Plan
         Administrator will make and receive any reports and information, and
         retain any records necessary or appropriate to the administration of
         this Plan or to the performance of duties hereunder or to satisfy any
         requirements imposed by law. In the performance of its duties, the Plan
         Administrator will be entitled to rely on information duly furnished by
         any Employee, Participant or Beneficiary or by the Employer or Trustee.

9.03     ACTIONS OF THE PLAN ADMINISTRATOR
         The Plan Administrator may adopt such rules as it deems necessary,
         desirable or appropriate with respect to the conduct of its affairs and
         the administration of the Plan. Whenever any action to be taken in
         accordance with the terms of the Plan requires the consent or approval
         of the Plan Administrator, or whenever an interpretation is to be made
         of the terms of the Plan, the Plan Administrator will act in a uniform
         and non-discriminatory manner, treating all Employees and Participants
         in similar circumstances in a like manner. If the Plan Administrator is
         a group of individuals, all of its decisions will be made by a majority
         vote. The Plan Administrator will have the authority to employ one or
         more persons to render advice or services with regard to the
         responsibilities of the Plan Administrator, including but not limited
         to attorneys, actuaries, and accountants. Any persons employed to
         render advice or services will have no fiduciary responsibility for any
         ministerial functions performed with respect to this Plan.

9.04     RELIANCE ON PLAN ADMINISTRATOR AND EMPLOYER
         Until the Employer gives notice to the contrary, the Trustee and any
         persons employed to render advice or services will be entitled to rely
         on the designation of Plan Administrator that has been furnished to
         them. In addition, the Trustee and any persons employed to render
         advice or services will be fully protected in acting upon the written
         directions and instructions of the Plan Administrator made in
         accordance with the terms of this Plan. If the Plan Administrator is a
         group of individuals, unless otherwise specified, any one of such
         individuals will be authorized to sign documents on behalf of the Plan
         Administrator and such authorized signatures will be recognized by all
         persons dealing with the Plan Administrator. The Trustee and any
         persons employed to render advice or services may take cognizance of
         any rules established by the Plan Administrator and rely upon them
         until

                                      9-1


<PAGE>   60



         notified to the contrary. The Trustee and any persons employed to
         render advice or services will be fully protected in taking any action
         upon any paper or document believed to be genuine and to have been
         properly signed and presented by the Plan Administrator, Employer or
         any agent of the Plan Administrator acting on behalf of the Plan
         Administrator.

9.05     REPORTS TO PARTICIPANTS
         The Plan Administrator will report in writing to a Participant his
         Accrued Benefit under the Plan and the Vested Percentage of such
         benefit when the Participant terminates his employment or requests such
         a report in writing from the Plan Administrator. To the extent required
         by law or regulation, the Plan Administrator will annually furnish to
         each Participant, and to each Beneficiary receiving benefits, a report
         which fairly summarizes the Plan's most recent report.

9.06     BOND
         The Plan Administrator and other fiduciaries of the Plan will be bonded
         to the extent required by ERISA or other applicable law. No additional
         bond or other security for the faithful performance of any duties under
         this Plan will be required.

9.07     COMPENSATION OF PLAN ADMINISTRATOR
         The Compensation of the Plan Administrator will be left to the
         discretion of the Plan Sponsor; no person who is receiving full pay
         from the Employer will receive compensation for services as Plan
         Administrator. All reasonable and necessary expenses incurred by the
         Plan Administrator in supervising and administering the Plan will be
         paid from the Plan assets by the Trustee at the direction of the Plan
         Administrator to the extent not paid by the Plan Sponsor.

9.08     CLAIMS PROCEDURE
         The Plan Administrator will make all determinations as to the rights of
         any Employee, Participant, Beneficiary or other person under the terms
         of this Plan. Any Employee, Participant or Beneficiary, or person
         claiming under them, may make claim for benefit under this Plan by
         filing written notice with the Plan Administrator setting forth the
         substance of the claim. If a claim is wholly or partially denied, the
         claimant will have the opportunity to appeal the denial upon filing
         with the Plan Administrator a written request for review within 60 days
         after receipt of notice of denial. In making an appeal the claimant may
         examine pertinent Plan documents and may submit issues and comments in
         writing. Denial of a claim or a decision on review will be made in
         writing by the Plan Administrator delivered to the claimant within 60
         days after receipt of the claim or request for review, unless special
         circumstances require an extension of time for processing the claim or
         review, in which event the Plan Administrator's decision must be made
         as soon as possible thereafter but not beyond an additional 60 days. If
         no action on an initial claim is taken within 120 days, the claims will
         be deemed denied for purposes of permitting the claimant to proceed to
         the review stage. The denial of a claim or the decision on review will
         specify the reasons for the denial or decision and will make reference
         to the pertinent Plan provisions upon which the denial or decision is
         based. The denial of a claim will also include a description of any
         additional material or information necessary for the claimant to
         perfect the claim and an explanation of the claim review procedure
         herein described. The Plan Administrator will serve as an agent for
         service of legal process with respect to the Plan unless the Employer,
         through written resolution, appoints another agent.

         If a Participant or Beneficiary is entitled to a distribution from the
         Plan, the Participant or Beneficiary will be responsible for providing
         the Plan Administrator with his current address. If the Plan
         Administrator notifies the Participant or Beneficiary by registered
         mail (return receipt requested) at his last known address that he is
         entitled to a distribution and also notifies him of the provisions of
         this paragraph, and the Participant or Beneficiary fails to claim his
         benefits under the Plan or provide his current address to the Plan
         Administrator within one year after such notification, the
         distributable amount will be forfeited and used to reduce the cost of
         the Plan. If the Participant or Beneficiary is subsequently located,
         such benefit will be restored.


                                       9-2


<PAGE>   61



9.09     LIABILITY OF FIDUCIARIES
         Except for a breach of fiduciary responsibility due to gross negligence
         or willful misconduct, the Plan Administrator will not incur any
         individual liability for any decision, act, or failure to act
         hereunder. The Plan Administrator may engage agents to assist it and
         may engage legal counsel who may be counsel for the Employer. The Plan
         Administrator will not be responsible for any action taken or omitted
         to be taken on the advice of counsel.

         If there is more than one person serving as a fiduciary in any capacity
         (for example, co-Trustees), each will use reasonable care to prevent
         the other or others from committing a breach of this Plan. Nothing
         contained in this Section will preclude any agreement allocating
         specific responsibilities or obligations among the co-fiduciaries
         provided that the agreement does not violate any of the terms and
         provisions of this Plan. In those instances where any duties have been
         allocated between co-fiduciaries, a fiduciary will not be liable for
         any loss resulting to the Plan arising from any act or omission on the
         part of another co-fiduciary to whom responsibilities or obligations
         have been allocated except under the following circumstances:

         o        If he participates knowingly in, or knowingly undertakes to
                  conceal, an act or omission of a co-fiduciary knowing the act
                  or omission is a breach; or

         o        If by his failure to comply with his specific responsibilities
                  which give rise to his status as a fiduciary, he has enabled
                  the other fiduciary to commit a breach; or

         o        If he has knowledge of a breach by a co-fiduciary, unless he
                  makes reasonable efforts under the circumstances to remedy the
                  breach.

9.10     EXPENSES OF ADMINISTRATION
         The Employer does not and will not guarantee the Plan assets against
         loss. The Employer may in its sole discretion, but will not be
         obligated to, pay the ordinary expenses of establishing the Plan,
         including the fees of consultants, accountants and attorneys in
         connection therewith. The Employer may, in its sole discretion (but
         will not be obligated to), pay other costs and expenses of
         administering the Plan. Unless paid by the Employer, such costs and
         expenses will be a charge upon Plan assets and deducted by the Trustee.

9.11     DISTRIBUTION AUTHORITY
         If any person entitled to receive payment under this Plan is a minor,
         declared incompetent or is under other legal disability, the Plan
         Administrator may, in its sole discretion, direct the Trustee to:

         o        Distribute directly to the person entitled to the payment;

         o        Distribute to the legal guardian or, if none, to a parent of
                  the person entitled to payment or to a responsible adult with
                  whom the person entitled to payment maintains his residence;

         o        Distribute to a custodian for the person entitled to payment
                  under the Uniform Gifts to Minors Act if permitted by the laws
                  of the state in which the person entitled to payment resides;
                  or

         o        Withhold distribution of the amount payable until a court of
                  competent jurisdiction determines the rights of the parties
                  thereto or appoints a guardian of the estate of the person
                  entitled to payment.

         If there is any dispute, controversy or disagreement between any
         Beneficiary or person and any other person as to who is entitled to
         receive the benefits payable under this Plan, or if the Plan
         Administrator is uncertain as to who is entitled to receive benefits,
         or if the Plan Administrator is unable to locate the person who is
         entitled to benefits, the Plan Administrator may with acquittance
         interplead the funds into a court of competent jurisdiction in the
         judicial district in which the Employer

                                       9-3


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         maintains its principal place of business and, upon depositing the
         funds with the clerk of the court, be released from any further
         responsibility for the payment of the benefits. If it is necessary for
         the Plan Administrator to retain legal counsel or incur any expense in
         determining who is entitled to receive the benefits, whether or not it
         is necessary to institute court action, the Plan Administrator will be
         entitled to reimbursement from the benefits for the amount of its
         reasonable costs, expenses and attorneys' fees incurred.

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                                   ARTICLE 10

                        AMENDMENT OR TERMINATION OF PLAN

10.01    RIGHT OF PLAN SPONSOR TO AMEND OR TERMINATE
         The Plan Sponsor reserves the right to alter, amend, revoke or
         terminate this Plan. No amendment will deprive any Participant or
         Beneficiary of any vested right nor will it reduce any Accrued Benefit
         to which he is then entitled with respect to Employer contributions
         previously made, except as may be required to maintain the Plan as a
         qualified plan under the Code. No amendment will change the duties or
         responsibilities of the Trustee without its express written consent
         thereto.

         A plan amendment which has the effect of (a) eliminating or reducing an
         early retirement benefit or a retirement-type subsidy, or (b)
         eliminating an optional benefit form, will, with respect to benefits
         attributable to service before the amendment be treated as reducing
         Accrued Benefits.

10.02    ALLOCATION OF ASSETS ON TERMINATION OF PLAN
         If this Plan is revoked or terminated (in whole or in part) or if
         contributions are completely discontinued the Accounts of all affected
         Participants will become non-forfeitable. The Employer will then
         arrange for allocation of all assets among Participants so affected by
         the total or partial termination in accordance with the requirements of
         all applicable law and the regulations and requirements of the Internal
         Revenue Service. All allocated amounts will be retained in the Plan to
         the credit of the individual Participants until distribution as
         directed by the Employer. Distribution to Participants may be in the
         form of cash or other Plan assets or partly in each.

10.03    EXCLUSIVE BENEFIT
         At no time will any part of the principal or income of the Plan assets
         be used or diverted for purposes other than the exclusive benefit of
         Participants in the Plan and their Beneficiaries, nor may any portion
         of the Plan assets revert to the Employer except as provided in
         Sections 7.01(e) and 8.08.

10.04    FAILURE TO QUALIFY
         Notwithstanding any of the foregoing provisions, if this Plan, upon
         adoption by the Employer, is submitted to the Internal Revenue Service
         which then determines that the Plan as initially adopted by the
         Employer is not a qualified plan under the Code, the Employer may elect
         to terminate this Plan by giving written notice thereof. Such
         termination will have the same effect as if the Plan were never
         adopted, all policies and contracts will be canceled, and all
         contributions, to the extent recoverable from the Trustee, will be
         returned to their source. If any amendment to this Plan is submitted to
         the Internal Revenue Service within the period allowed under Code
         Section 401(b) which then determines that the Plan as amended is not a
         qualified plan under the Code, the Employer may cancel or modify any or
         all provisions of the amendment retroactive to the effective date of
         the amendment in order to maintain the qualified status of the Plan,
         whereupon written notice thereof will be furnished to all affected
         Employees, Participants and Beneficiaries.

10.05    MERGERS, CONSOLIDATIONS OR TRANSFERS OF PLAN ASSETS
         In the event this Plan is merged or consolidated with another plan
         which is qualified under Code Sections 401(a) (and 501(a) if
         applicable), or in the event of a transfer of the assets or liabilities
         of this Plan to another plan which is qualified under Code Sections
         401(a) (and 501(a) if applicable), the benefit which each Participant
         would be entitled to receive under the successor plan or other plan if
         it were terminated immediately after the merger, consolidation or
         transfer will be equal to or greater than the benefit which the
         Participant would have received immediately before the merger,
         consolidation or transfer if this Plan had then terminated.



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<PAGE>   64



         Any transfer of assets and/or liabilities to (or from) this Plan from
         (or to) another plan qualified under Code Sections 401(a) (and 501(a)
         if applicable) will be evidenced by a Written Resolution by the Plan
         Sponsor of each affected plan which specifically authorizes such
         transfer of assets and/or liabilities.

         If any assets which are transferred to this Plan in accordance with the
         provisions of this Section are required to be paid in the form of a
         joint and survivor annuity, then, notwithstanding the provisions of
         Articles 5 and 6, the form of benefit for the portion of a
         Participant's Accrued Benefit which is attributable to such transferred
         assets will be determined in accordance with the rules outlined in the
         remainder of this Section.

         (a)      ANNUITY STARTING DATE
                  Annuity Starting Date means (i) the first day of the first
                  period for which an amount is payable as an annuity, or (ii)
                  in the case of a benefit not payable in the form of an
                  annuity, the first day on which all events have occurred which
                  entitled the Participant to such benefit.

         (b)      QUALIFIED ELECTION

                  (1)      IN GENERAL
                           Qualified Election means a written waiver of a
                           Qualified Joint and Survivor Annuity or a Qualified
                           Survivor Annuity. The waiver must be consented to by
                           the Participant's spouse with such consent witnessed
                           by a representative of the Plan Administrator or a
                           notary public. The spouse's consent must include the
                           designation of a specific Beneficiary and the form of
                           payment which cannot be changed without the consent
                           of the spouse. Such consent will not be required if
                           the Participant establishes to the satisfaction of
                           the Plan Administrator that such written consent may
                           not be obtained because there is no spouse, the
                           spouse cannot be located or other circumstances that
                           may be prescribed by Treasury Regulations. Any
                           consent which is required under this Section will be
                           valid only with respect to the spouse who signs the
                           consent (or in the event of a deemed Qualified
                           Election, the designated spouse). Additionally, any
                           revocation of a prior waiver may be made by a
                           Participant without the consent of the spouse at any
                           time before the Annuity Starting Date; however, any
                           waiver of a Qualified Joint and Survivor Annuity or a
                           Qualified Survivor Annuity which follows such
                           revocation must be in writing and must be consented
                           to by the Participant's spouse. The number of waivers
                           or revocations of such waivers will not be limited.

                  (2)      QUALIFIED JOINT AND SURVIVOR ANNUITY NOTICES
                           Not more than 90 days nor less than 30 days before
                           the Participant's Annuity Starting Date, the Plan
                           Administrator will provide the Participant a written
                           explanation of:

                           o        the terms and conditions of a Qualified
                                    Joint and Survivor Annuity;

                           o        the Participant's right to make and the
                                    effect of a Qualified Election to waive the
                                    Qualified Joint and Survivor Annuity form of
                                    benefit;

                           o        a general description of the eligibility
                                    conditions and other material features of
                                    the optional forms of benefit and sufficient
                                    additional information to explain the
                                    relative values of the optional forms of
                                    benefit available;

                           o        the rights of the Participant's spouse; and



                                      10-2


<PAGE>   65



                           o        the right to make, and the effect of, a
                                    revocation of a previous Qualified Election
                                    to waive the Qualified Joint and Survivor
                                    Annuity.

                  (3)      QUALIFIED SURVIVOR ANNUITY NOTICES
                           The election period to waive the Qualified Survivor
                           Annuity begins on the first day of the Plan Year in
                           which the Participant attains age 35 and ends on the
                           date of the Participant's death. If a Vested
                           Terminated Participant separates from service before
                           the beginning of the election period, the election
                           period begins on the date of separation from service.

                           The Plan Administrator will, within the applicable
                           notice period, provide each Participant a written
                           explanation of the Qualified Survivor Annuity
                           containing comparable information to that required
                           under the provisions of Section 1.32(b)(2). For
                           purposes of this paragraph, the term "applicable
                           notice period" means whichever of the following
                           periods ends last:

                           o        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;

                           o        the period beginning two years before and
                                    ending 12 months after the individual
                                    becomes a Participant;

                           o        the period beginning two years before and
                                    ending 12 months after the joint and
                                    survivor rules become effective for the
                                    Participant; or

                           o        the period beginning one year before and
                                    ending 12 months after the Participant
                                    separates from service before attaining age
                                    35.

                           A Participant who will not have attained age 35 as of
                           the end of any current Plan Year may make a special
                           Qualified Election to waive the Qualified Survivor
                           Annuity for the period beginning on the date of the
                           election and ending on the first day of the Plan Year
                           in which the Participant attains age 35. The Election
                           will not be valid unless the Participant receives a
                           written explanation of the Qualified Survivor Annuity
                           in terms comparable to the explanation required
                           above. Qualified Survivor Annuity coverage will
                           automatically resume as of the first day of the Plan
                           Year in which the Participant attains age 35. Any new
                           waiver on or after that date will be subject to the
                           full requirements of this Section 1.32(b).

         (c)      QUALIFIED JOINT AND SURVIVOR ANNUITY
                  A Qualified Joint and Survivor Annuity means an annuity which
                  is purchased from an Insurer and which is payable for the life
                  of the Participant with a survivor annuity for the life of his
                  Surviving Spouse in an amount which is 50% of the amount
                  payable during the joint lives of the Participant and his
                  spouse. The amount of the Qualified Joint and Survivor Annuity
                  will be the amount of benefit which can be purchased from an
                  Insurer with the Participant's Vested Accrued Benefit.

         (d)      QUALIFIED LIFE ANNUITY
                  A Qualified Life Annuity means an annuity which is purchased
                  from an Insurer and which is payable for the lifetime of the
                  Participant with payments terminating upon the death of the
                  Participant. The amount of the Qualified Life Annuity will be
                  the amount of benefit which can be purchased from an Insurer
                  with the Participant's Vested Accrued Benefit


                                      10-3


<PAGE>   66



         (e)      QUALIFIED SURVIVOR ANNUITY
                  A Qualified Survivor Annuity which a Surviving Spouse will be
                  eligible to receive under the provisions of Section 6.02 means
                  a monthly benefit payable for the remaining lifetime of the
                  Surviving Spouse. The amount of the Qualified Survivor Annuity
                  benefit will be the amount of benefit which can be purchased
                  from an Insurer with the Participant's Vested Accrued Benefit.

                  If the Participant's Vested Accrued Benefit is $3,500 or less,
                  the Plan Administrator will, without the request or approval
                  of the Surviving Spouse, direct the immediate distribution of
                  the Participant's Vested Accrued Benefit to the Surviving
                  Spouse. If the Participant's Vested Accrued Benefit at the
                  time of any distribution exceeds $3,500, the Vested Accrued
                  Benefit at any later time will be deemed to exceed $3,500. The
                  Surviving Spouse may elect to receive the Qualified Survivor
                  Annuity as a lump sum. Effective for the Plan Year beginning
                  January 1, 1998, $5,000 shall be substitute for $3,500 in this
                  paragraph in compliance with the Taxpayer Relief Act of 1997.

10.06    EFFECT OF PLAN AMENDMENT ON VESTING SCHEDULE
         No amendment to the Vesting Schedule will deprive a Participant of his
         nonforfeitable right to his Vested Accrued Benefit as of the date of
         the amendment. Further, if the Vesting Schedule of the Plan is amended,
         or if the Plan is amended in any way that directly or indirectly
         affects the computation of a Participant's non-forfeitable percentage,
         each Participant with at least 3 Years of Vesting Service as of the
         last day of the election period described below may elect, within a
         reasonable period after the adoption of the amendment, to have his
         Vested Percentage computed under the Plan without regard to such
         amendment. The period during which such election may be made will
         commence with the date the amendment is adopted and will end 60 days
         after the latest of:

         (a)      the date the amendment is adopted;

         (b)      the date the amendment becomes effective; or

         (c)      the date the Participant is issued written notice of the
                  amendment by the Employer.



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                                   ARTICLE 11

                             TRUSTEE AND TRUST FUND

11.01    ACCEPTANCE OF TRUST
         The Trustee, by signing this Agreement, accepts this Trust and agrees
         to perform the duties of the Trustee in accordance with the terms and
         conditions set forth herein.

11.02    TRUST FUND

         (a)      PURPOSE AND NATURE
                  The Trustee will establish and maintain a Trust Fund for
                  purposes of providing a means of accumulating the assets
                  necessary to provide the benefits which become payable under
                  the Plan. The Trustee will receive, hold and invest all
                  contributions made by the Employer, any Participating
                  Employers, and the Participants, including the investment
                  earnings thereon. The Trust Fund arising from such
                  contributions and earnings will consist of all assets held by
                  the Trustee under the Plan and Trust. All benefits payable
                  under the Plan will be paid by the Trustee from the Trust
                  Fund.

                  Any person having any claim under the Plan will look solely to
                  the assets of the Trust Fund for satisfaction. In no event
                  will the Plan Administrator, the Employer, any Employees, any
                  officer of the Employer or any agents of the Employer or the
                  Plan Administrator be liable in their individual capacities to
                  any person whomsoever, under the provisions of this Plan and
                  Trust, except as provided by law.

                  The Trust Fund will be used and applied only in accordance
                  with the provisions of the Plan and Trust, to provide the
                  benefits thereof, and no part of the corpus or income of the
                  Trust Fund will be used for, or diverted to, purposes other
                  than for the exclusive benefit of the Participants or their
                  Beneficiaries entitled to benefits under the Plan, except to
                  the extent specifically provided elsewhere herein.

         (b)      OPERATION OF THE TRUST FUND
                  The Trust Fund will be maintained in accordance with the
                  accounting requirements of the Plan. No Participant will have
                  any right to any specific asset or any specific portion of the
                  Trust Fund prior to distribution of benefits. Withdrawals from
                  the Trust Fund will be made to provide benefits to
                  Participants and Beneficiaries in the amounts specified by the
                  Plan, and to pay expenses agreed to in writing by the Plan
                  Administrator.

         (c)      INVESTMENTS
                  The Trustee will invest the Trust Fund in accordance with the
                  proper directions of the Plan Administrator or Investment
                  Manager. Except to the extent required by ERISA or otherwise
                  provided in this Plan, the Trustee shall have no duty or
                  responsibility to review, initiate action, or make
                  recommendations regarding Trust assets and shall retain assets
                  until directed by the Plan Administrator to dispose of them.

         (d)      COMBINED TRUST FUND FOR COLLECTIVE INVESTMENT PURPOSES
                  If the Plan Sponsor creates or maintains one or more employee
                  benefit plans qualified under Code Section 401(a) in addition
                  to this Plan, the Plan Sponsor may request the Trustee to hold
                  the assets of the additional plan or plans in the Trust Fund.
                  The Plan Administrator shall keep records showing the interest
                  of the Plan and each additional plan in the Trust Fund unless
                  the Trustee enters into an agreement with the Plan Sponsor to
                  keep separate accounts for each such plan. The Plan Sponsor
                  and the Plan Administrator shall not permit

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<PAGE>   68



                  or cause the assets of one plan to be used to pay benefits or
                  the administrative expenses of any other plan with assets in
                  the Trust Fund.

11.03    RECEIPT OF CONTRIBUTIONS
         The Trustee will be accountable to the Employer for the funds
         contributed to it, but will have no duty to see that the contributions
         received comply with the provisions of the Plan. The Trustee will not
         be obligated to collect any contributions from the Employer or the
         Participants.

11.04    POWERS OF THE TRUSTEE
         Subject to the provisions and limitations contained elsewhere in this
         Plan, the Trustee will have full discretion and authority with regard
         to the investment of the Trust Fund. The Trustee is authorized and
         empowered, but not by way of limitation, with the following powers,
         rights and duties:

         (a)      To invest any part or all of the Trust Fund in any common or
                  preferred stocks, open-end or closed-end mutual funds, United
                  States retirement plan bonds, corporate bonds, debentures,
                  convertible debentures, commercial paper, U.S. Treasury bills,
                  book entry deposits with the United States Federal Reserve
                  Bank or System, Master Notes or similar arrangements sponsored
                  by the Trustee or any other financial institution as permitted
                  by law, improved or unimproved real estate situated in the
                  United States, mortgages, notes or other property of any kind,
                  real or personal, as a prudent man would so invest under like
                  circumstances with due regard for the purposes of this Plan;

         (b)      To maintain any part of the assets of the Trust Fund in cash,
                  or in demand or short-term time deposits bearing a reasonable
                  rate of interest (including demand or short-term time deposits
                  of or with the Trustee), or in a short-term investment fund or
                  in other cash equivalents having ready marketability,
                  including, but not limited to, U.S. Treasury Bills, commercial
                  paper, certificates of deposit (including such certificates of
                  deposit of or with the Trustee), and similar types of
                  short-term securities, as may be deemed necessary by the
                  Trustee in its sole discretion;

         (c)      To manage, sell, contract to sell, grant options to purchase,
                  convey, exchange, transfer, abandon, improve, repair, insure,
                  lease for any term even though commencing in the future or
                  extending beyond the term of the Trust, and otherwise deal
                  with all property, real or personal, in such manner, for such
                  considerations and on such terms and conditions as the Trustee
                  will decide;

         (d)      To credit and distribute the Trust as directed by the Plan
                  Administrator or any agent of the Plan Administrator. The
                  Trustee will not be obliged to inquire as to whether any payee
                  or distributee is entitled to any payment or whether the
                  distribution is proper or within the terms of the Plan, or as
                  to the manner of making any payment or distribution. The
                  Trustee will be accountable only to the Plan Administrator for
                  any payment or distribution made by it in good faith on the
                  order or direction of the Plan Administrator or any agent of
                  the Plan Administrator;

         (e)      To borrow money, assume indebtedness, extend mortgages and
                  encumber by mortgage or pledge;

         (f)      To compromise, contest, arbitrate, or abandon claims and
                  demands, in its discretion;

         (g)      To have with respect to the Trust all of the rights of an
                  individual owner, including the power to give proxies, to
                  participate in any voting trusts, mergers, consolidations or
                  liquidations, and to exercise or sell stock subscriptions or
                  conversion rights;

         (h)      To hold any securities or other property in the name of the
                  Trustee or its nominee, or in another form as it may deem
                  best, with or without disclosing the trust relationship;

                                      11-2


<PAGE>   69




         (i)      To perform any and all other acts in its judgment necessary or
                  appropriate for the proper and advantageous management,
                  investment and distribution of the Trust;

         (j)      To retain any funds or property subject to any dispute without
                  liability for the payment of interest, and to decline to make
                  payment or delivery of the funds or property until final
                  adjudication is made by a court of competent jurisdiction;

         (k)      To file all tax forms or returns required of the Trustee;

         (l)      To begin, maintain or defend any litigation necessary in
                  connection with the administration of the Plan, except that
                  the Trustee will not be obligated to or required to do so
                  unless indemnified to its satisfaction; and

         (m)      To keep any or all of the Trust property at any place or
                  places within the United States or abroad, or with a
                  depository or custodian at such place or places; provided,
                  however, that the Trustee may not maintain the indicia of
                  ownership of any assets of the Plan outside the jurisdiction
                  of the District Courts of the United States, except as may be
                  expressly authorized in U.S. Treasury or U.S. Department of
                  Labor regulations.

11.05    INVESTMENT IN COMMON OR COLLECTIVE TRUST FUNDS
         Notwithstanding the provisions of Section 11.04, the Plan Sponsor
         specifically authorizes the Trustee to invest all or any portion of the
         assets comprising the Trust Fund in any common or collective trust fund
         which at the time of the investment provides for the pooling of the
         assets of plans qualified under Code Section 401(a). The authorization
         applies only if such common or collective trust fund: (a) is exempt
         from taxation under Code Section 584 or 501(a); (b) if exempt under
         Code Section 501(a), expressly limits participation to pension and
         profit sharing trusts which are exempt under Code Section 501(a) by
         reason of qualifying under Code Section 401(a); (c) prohibits that part
         of its corpus or income which equitably belongs to any participating
         trust from being used for or diverted to any purposes other than for
         the exclusive benefit of the Employees or their Beneficiaries who are
         entitled to benefits under such participating trust; (d) prohibits
         assignment by participating trust of any part of its equity or interest
         in the group trust; and (e) the sponsor of the group trust created or
         organized the group trust in the United States and maintains the group
         trust at all times as a domestic trust in the United States. The
         provisions of the common or collective trust fund agreement, as amended
         by the Trustee from time to time, are by this reference incorporated
         within this Plan and Trust. The provisions of the common or collective
         trust fund will govern any investment of Plan assets in that fund. This
         provision constitutes the express permission required by Section
         408(b)(8) of ERISA.

11.06    INVESTMENT IN INSURANCE COMPANY CONTRACTS
         The Trustee may invest any portion of the Trust Fund in a deposit
         administration, guaranteed investment or similar type of investment
         contract (hereinafter referred to as Contract); provided, however, that
         no such Contract may provide for an optional form of benefit which
         would not be provided for under the provisions hereof. The Trustee will
         be the complete and absolute owner of Contracts held in the Trust Fund.

         The Trustee may convert from one form to another any Contract held in
         the Trust Fund; designate any mode of settlement; sell or assign any
         Contract held in the Trust Fund; surrender for cash any Contract held
         in the Trust Fund; agree with the insurance company issuing any
         Contract to any release, reduction, modification or amendment thereof;
         and, without limitation of any of the foregoing, exercise any and all
         of the rights, options and privileges that belong to the absolute owner
         of any Contract held in the Trust Fund that are granted by the terms of
         any such Contract or by the terms of this Agreement.


                                      11-3


<PAGE>   70



         The Trustee will hold in the Trust Fund the proceeds of any sale,
         assignment or surrender of any Contract held in the Trust Fund and any
         and all dividends and other payments of any kind received in respect to
         any Contract held in the Trust Fund.

         No insurance company which may issue any Contract based upon the
         application of the Trustee will be responsible for the validity of this
         Plan, be required to look into the terms of this Plan, be required to
         question any act of the Plan Administrator or the Trustee hereunder or
         be required to verify that any action of the Trustee is authorized by
         this Plan. If a conflict should arise between the terms of the Plan and
         any such Contract, the terms of the Plan will govern.

11.07    FEES AND EXPENSES FROM FUND
         The Trustee will be entitled to receive reasonable annual compensation
         as may be mutually agreed upon from time to time between the Plan
         Sponsor and the Trustee. The Trustee will pay all expenses reasonably
         incurred by it in its administration and investment of the Trust Fund
         from the Trust Fund unless the Plan Sponsor pays the expenses. No
         person who is receiving full pay from the Plan Sponsor will receive
         compensation for services as Trustee.

11.08    RECORDS AND ACCOUNTING
         The Trustee will keep full and complete records of the administration
         of the Trust Fund which the Employer and the Plan Administrator may
         examine at any reasonable time. As soon as practical after the end of
         each Plan Year and at such other reasonable times as the Employer may
         direct, the Trustee will prepare and deliver to the Employer and the
         Plan Administrator an accounting of the administration of the Trust,
         including a report on the fair market value of all assets of the Trust
         Fund.

11.09    DISTRIBUTION DIRECTIONS
         If no one claims a payment or distribution made from the Trust, the
         Trustee will notify the Plan Administrator and will dispose of the
         payment in accordance with the subsequent direction of the Plan
         Administrator.

11.10    THIRD PARTY
         No person dealing with the Trustee will be obliged to see to the proper
         application of any money paid or property delivered to the Trustee, or
         to inquire whether the Trustee has acted pursuant to any of the terms
         of the Plan. Each person dealing with the Trustee may act upon any
         notice, request or representation in writing by the Trustee, or by the
         Trustee's duly authorized agent, and will not be liable to any person
         whomsoever in so doing. The certification of the Trustee that it is
         acting in accordance with the Plan will be conclusive in favor of any
         person relying on the certification.

11.11    PROFESSIONAL AGENTS, AFFILIATES AND ARBITRATION

         (a)      PROFESSIONAL AGENTS
                  The Trustee may employ and pay from the Trust Fund reasonable
                  compensation to agents, attorneys, accountants and other
                  persons to advise the Trustee as in its opinion may be
                  necessary. The Trustee may delegate to any agent, attorney,
                  accountant or other person selected by it any non-Trustee
                  power or duty vested in it by the Plan; the Trustee may act or
                  refrain from acting on the advice or opinion of any agent,
                  attorney, accountant or other person so selected.

         (b)      USE OF AFFILIATES

                  (1)      Charles Schwab Trust Company (CSTC) is authorized to
                           contract or make other arrangements with The Charles
                           Schwab Corporation, Charles Schwab & Co., Inc., their
                           affiliates and subsidiaries, successors and assigns
                           (collectively referred to as Schwab), and any other
                           organizations affiliated with or subsidiaries of CSTC
                           or related entities, for the provision of services to
                           the Trust Fund or Plan, except where

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<PAGE>   71



                           such arrangements are prohibited by law or
                           regulation. As used below, authorized person means
                           any person whose authorization is required pursuant
                           to the provision of any prohibited transaction
                           exemption otherwise applicable.

                  (2)      CSTC is authorized to place securities orders, settle
                           securities trades, hold securities in custody and
                           other related activities on behalf of the Trust Fund
                           through or by Schwab whenever possible unless the
                           authorized person specifically instructs the use of
                           another Broker. Trades and related activities
                           conducted through the Broker will be subject to fees
                           and commissions established by the Broker, which may
                           be paid from the Trust Fund or netted from the
                           proceeds of trades.

                  (3)      Trades will not be executed through Schwab unless the
                           Plan Administrator and the authorized person have
                           received disclosure concerning the relationship of
                           Schwab to CSTC, and the fees and commissions which
                           may be paid to Schwab, CSTC and any affiliate or
                           subsidiary of any of them as a result of using Schwab
                           to execute trades or for other services.

                  (4)      CSTC is authorized to disclose such information as is
                           necessary to the operation and administration of the
                           Trust Fund to Schwab and to such other persons or
                           organizations that CSTC determines have a legitimate
                           business purpose for obtaining such information.

                  (5)      At the direction of the authorized person, CSTC may
                           purchase shares of regulated investment companies (or
                           other investment vehicles) advised by Schwab or CSTC
                           ("Schwab Funds"), except to the extent that such
                           investment is prohibited by law or regulation. Schwab
                           Fund shares may not be purchased for or held by the
                           Trust Fund unless the Plan Administrator has received
                           disclosure concerning the relationship of Schwab or
                           CSTC to the Schwab Funds, and any fees which may be
                           paid to such entities.

                  (6)      To the extent permitted under applicable laws, CSTC
                           may invest in deposits, long and short term debt
                           instruments, stocks and other securities, including
                           those of CSTC or Schwab.

                  (7)      CSTC and Schwab are authorized to tape record
                           conversations between CSTC or Schwab and persons
                           acting on behalf of the Plan or a Participant in
                           order to verify data on transactions.

         (c)      ARBITRATION
                  Any dispute under this agreement will be resolved by
                  submission of the issue to a member of the American
                  Arbitration Association who is chosen by the Employer and the
                  Trustee. If the Employer and the Trustee cannot agree on such
                  a choice, each will nominate a member of the American
                  Arbitration Association, and the two nominees will then select
                  an arbitrator. Expenses of the arbitration will be paid as
                  decided by the arbitrator.

11.12    VALUATION OF TRUST
         The Trustee will value the Trust Fund as of the last day of each Plan
         Year to determine the fair market value of the Trust, and the Trustee
         will value the Trust Fund on such other date(s) as may be necessary to
         carry out the provisions of the Plan.

11.13    LIABILITY OF TRUSTEE
         The Trustee will be liable only for the safeguarding and administration
         of the assets of this Trust Fund in accordance with the provisions
         hereof and any amendments hereto and no other duties or
         responsibilities will be implied. The Trustee will not be required to
         pay any interest on funds paid to

                                      11-5


<PAGE>   72



         or deposited with it or to its credit under the provisions of this
         Trust, unless pursuant to a written agreement between the Employer and
         the Trustee. The Trustee will not be responsible for the adequacy of
         the Trust Fund to meet and discharge any liabilities under the Plan and
         will not be required to make any payment of any nature except from
         funds actually received as Trustee. The Trustee may consult with legal
         counsel (who may be legal counsel for the Employer) selected by the
         Trustee and will be fully protected for any action taken, suffered or
         omitted in good faith in accordance with the opinion of said legal
         counsel. It will not be the duty of the Trustee to determine the
         identity or mailing address of any Participant or any other person
         entitled to benefits hereunder, such identity and mailing addresses to
         be furnished by the Employer, the Plan Administrator or an agent of the
         Plan Administrator. The Trustee will be under no liability in making
         payments in accordance with the terms of this Plan and the
         certification of the Plan Administrator or an agent of the Plan
         Administrator who has been granted such powers by the Plan
         Administrator.

         Except to the extent required by any applicable law, no bond or other
         security for the faithful performance of duty hereunder will be
         required of the Trustee.

11.14    REMOVAL OR RESIGNATION AND SUCCESSOR TRUSTEE
         A Trustee may resign at any time upon giving 30 days prior written
         notice to the Plan Sponsor or, with the consent of the Plan Sponsor, a
         Trustee may resign with less than 30 days prior written notice. The
         Plan Sponsor may remove a Trustee by giving at least 30 days prior
         written notice to the Trustee.

         Upon the removal or resignation of a Trustee, the Plan Sponsor will
         appoint and designate a successor Trustee which will be one or more
         individual successor Trustees or a corporate Trustee organized under
         the laws of the United Sates or of any state thereof with authority to
         accept and execute trusts. Any successor Trustee must accept and
         acknowledge in writing its appointment as a successor Trustee before it
         can act in such capacity.

         Title to all property and records or true copies of such records
         necessary to the current operation of the Trust Fund held by the
         Trustee hereunder will vest in any successor Trustee acting pursuant to
         the provisions hereof, without the execution or filing of any further
         instrument. Any resigning or removed Trustee will execute all
         instruments and do all acts necessary to vest such title in any
         successor Trustee of record. Each successor Trustee will have, exercise
         and enjoy all the powers, both discretionary and ministerial, herein
         conferred upon his predecessor. No successor Trustee will be obligated
         to examine the accounts, records and acts of any previous Trustee or
         Trustees, and each successor Trustee in no way or manner will be
         responsible for any action or omission to act on the part of any
         previous Trustee.

         Any corporation which results from any merger, consolidation or
         purchase to which the Trustee may be a party, or which succeeds to the
         trust business of the Trustee, or to which substantially all the trust
         assets of the Trustee may be transferred, will be the successor to the
         Trustee hereunder without any further act or formality with like effect
         as if the successor Trustee had originally been named Trustee herein;
         and in any such event it will not be necessary for the Trustee or any
         successor Trustee to give notice thereof to any person, and any
         requirement, statutory or otherwise, that notice will be given is
         hereby waived.

11.15    APPOINTMENT OF INVESTMENT MANAGER
         One or more Investment Managers may be appointed by the Plan Sponsor
         (or the Plan Administrator) to exercise full investment management
         authority with respect to all or a portion of the Trust assets.
         Authorized payment of the fees and expenses of the Investment
         Manager(s) may be made from the Trust assets. For purposes of this
         agreement, any Investment Manager so appointed will, during the period
         of his appointment, possess fully and absolutely those powers, rights
         and duties of the Trustee (to the extent delegated by the Plan Sponsor
         or the Plan Administrator) with respect to the investment or
         reinvestment of that portion of the Trust assets over which the
         Investment Manager has investment management authority. The Investment
         Manager must be one of the following:

                                      11-6


<PAGE>   73




         (a)      Registered as an investment advisor under the Investment
                  Advisors Act of 1940;

         (b)      A bank, as defined in the Investment Advisors Act of 1940; or

         (c)      An insurance company qualified to manage, acquire, or dispose
                  of such Plan assets under the laws of more than one state.

         Any Investment Manager will acknowledge in writing to the Plan Sponsor
         or the Plan Administrator and to the Trustee that he or it is a
         fiduciary with respect to the Plan. During any period of time when the
         Investment Manager is so appointed and serving, and with respect to
         those assets in the Plan over which the Investment Manager exercises
         investment management authority, the Trustee's responsibility will be
         limited to holding such assets as a custodian, providing accounting
         services, disbursing benefits as authorized, and executing such
         investment instructions only as directed by the Investment Manager. The
         Trustee will not be responsible for any acts or omissions of the
         Investment Manager. Any certificates or other instruments duly signed
         by the Investment Manager (or the authorized representative of the
         Investment Manager), purporting to evidence any instruction, direction
         or order of the Investment Manager with respect to the investment of
         those assets of the Plan over which the Investment Manager has
         investment management authority, will be accepted by the Trustee as
         conclusive proof thereof. The Trustee will also be fully protected in
         acting in good faith upon any notice, instruction, direction, order,
         certificate, opinion, letter, telegram or other document believed by
         the Trustee to be genuine and from the Investment Manager (or the
         authorized representative of the Investment Manager). The Trustee will
         not be liable for any action taken or omitted by the Investment Manager
         or for any mistakes of judgment or other action made, taken or omitted
         by the Trustee in good faith upon direction of the Investment Manager.

11.16    LOANS TO PARTICIPANTS
         The Plan Administrator may authorize the Trustee to lend on a
         nondiscriminatory basis to a Participant an amount from the Plan as
         specified herein; provided, a reasonable rate of interest will be
         charged on the loan, the loan will be secured by 50% of the
         Participant's Vested Accrued Benefit in the Plan, and provision for
         repayment will be made. All loans will be subject to the approval of
         the Plan Administrator which will investigate each application for a
         loan. The Plan Administrator will prescribe such rules as may be
         necessary to provide guidelines as to under which circumstances and for
         what purpose loans will be permitted.

         The Plan Administrator will prescribe guidelines as to which Account or
         Accounts loans may be made from. Each loan made to a Participant will
         be made from the Participant's allowable Account or Accounts. All
         interest and principal repayments will be credited to the Participant's
         Account from which the loan was made.

         In addition to any additional rules and regulations as the Plan
         Administrator may adopt all loans will comply with the following terms
         and conditions:

         (a)      Only Active and Inactive Participants will be eligible to
                  apply for a loan. Each application for a loan will be made in
                  writing to the Plan Administrator, whose action thereon will
                  be final.

         (b)      Each loan will be made against collateral being the assignment
                  of 50% of the borrower's entire right, title and interest in
                  and to the Trust Fund, supported by the borrower's promissory
                  note for the amount of the loan, including interest payable to
                  the order to the Trustee, and any additional security deemed
                  necessary to adequately secure the Loan. If a person fails to
                  make a required payment within 90 days of the due date set
                  forth in the loan agreement, the loan will be in default.
                  There will be no foreclosure against a Participant's Accrued
                  Benefit prior to his becoming entitled to a distribution of
                  benefits in accordance with the terms of this Plan. All loans
                  will become due and payable in full upon the termination of a

                                      11-7


<PAGE>   74



                  Participant's employment. If a Participant with an outstanding
                  loan terminates employment and becomes entitled to a
                  distribution of benefits from the Plan, then the outstanding
                  balance of the unpaid loan plus any accrued interest thereon
                  will be deducted from the amount of otherwise distributable
                  benefits and the Participant's promissory note will be
                  distributed to the Participant.

         (c)      The principal repayment will be amortized over the fixed life
                  of a loan with installments of principal and interest to be
                  paid not less often than quarterly. The period of repayment
                  for each loan will be arrived at by mutual agreement between
                  the Plan Administrator and the borrower, but in no event will
                  such period exceed a reasonable period of time. The period of
                  repayment will in no event exceed 5 years unless the loan is
                  to be used to acquire, construct, reconstruct or substantially
                  rehabilitate any dwelling unit which, within a reasonable
                  period of time, is to be used as a principal residence of the
                  Participant.

         (d)      The minimum amount of any loan is equal to $1,000.

         (e)      The maximum amount of any loan is such that when the amount of
                  the loan is added to the outstanding balance of all other
                  loans made to the Participant from the Plan (and any other
                  plans maintained by the Employer or any Related Employer) the
                  total does not exceed the lesser of:

                  (1)      50% of the Participant's Vested Accrued Benefit; or

                  (2)      $50,000, reduced by the amount, if any, of the
                           highest balance of all outstanding loans to the
                           Participant during the one-year period ending on the
                           day prior to the day on which the loan in question is
                           made.

         (f)      Each loan will bear interest at a rate equal to the prime rate
                  which is published in the Wall Street Journal as being
                  representative of the base rate on corporate loans at large
                  U.S. money center commercial banks on the first day of the
                  month in which the loan is made, plus 2 percentage points.

         (g)      A Participant may have no more than one loan outstanding at
                  any time.

         (h)      Each loan will require the Participant (and, if the
                  Participant is married, the Participant's spouse) to consent
                  to the loan and the possible reduction in the Participant's
                  Accrued Benefit. Such consent must be made in writing within
                  the 90-day period before the making of the loan. (i) No loan
                  will be permitted to a Participant in a year in which he is
                  either an Owner-Employee or Shareholder-Employee as defined in
                  Code Section 4975(d).

                  The spousal consent must meet requirements which are
                  comparable to the requirements described in Code Section
                  417(a)(2). Any security interest held by the Plan by reason of
                  an outstanding loan is taken into account in determining the
                  value of a Qualified Survivor Annuity. However, in the event a
                  Participant defaults on a loan, the security interest in the
                  loan will be deducted from the Qualified Survivor Annuity.


                                      11-8


<PAGE>   75



IN WITNESS WHEREOF, this instrument has been executed by the duly authorized and
empowered officers of the Employer, this 1st day of October, 1997.


                                        Capstar Broadcasting Partners, Inc.



                                        By:  /s/ Paul D. Stone
                                           -------------------------------------
                                             Paul D.  Stone,
                                             Executive Vice President/CFO


The Trustee agrees to serve as Trustee under the terms of this instrument.

                                        Charles Schwab Trust Company



                                        By:  /s/ Rose Hauer
                                           -------------------------------------


                                        1
<PAGE>   76
FIRST AMENDMENT TO THE
CAPSTAR BROADCASTING PARTNERS
401(k) RETIREMENT PLAN AND TRUST

This amendment, effective January 1, 1998, is made by Capstar Broadcasting
Partners, Inc. (hereinafter referred to as the "Employer").

WHEREAS, the Employer has previously established the Capstar Broadcasting
Partners 401(k) Retirement Plan and Trust (the "Plan") for the benefit of
eligible employees and their beneficiaries; and

WHEREAS, pursuant to Plan Section 10.01, the Board of Directors of Capstar
Broadcasting Partners, Inc. (the "Board") is authorized to amend the Plan on its
behalf;

NOW, THEREFORE, the following amendments are hereby made and shall be effective
January 1, 1998 unless otherwise specified:

Plan Section 1.09 is amended to add the following:

         To the extent that any plan is merged into this Plan, the provisions of
         this Plan that are intended to comply with changes in the qualification
         requirements made by the Uniformed Services Employment and Reemployment
         Rights Act (USERRA), the Uruguay Round Agreements Act (GATT), the Small
         Business Job Protection Act of 1996 (SBJPA) and the Taxpayer Relief Act
         of 1997 (TRA '97) shall be effective for the merged plan as required by
         applicable law.

Plan Section 1.32(e) is amended by adding the following sentence at the end of
the second paragraph:

         Effective January 1, 1999, $5,000 is substituted for $3,500 in this
         paragraph in compliance with the Taxpayer Relief Act of 1997.

Plan Section 5.05(c) is amended by adding the following sentence:

         Effective January 1, 1999, $5,000 is substituted for $3,500 in this
         paragraph in compliance with the Taxpayer Relief Act of 1997.

The following Section 8.09 is added to Plan Article 8.

         8.09     Employees in Qualified Military Service
                  Notwithstanding any provisions of this Plan to the contrary,
                  contributions, benefits and service credits with respect to
                  qualified military service will be provided in accordance with
                  Section 414(u) of the Internal Revenue Code.




<PAGE>   77



IN WITNESS WHEREOF, the Employer, Capstar Broadcasting Partners, Inc. has caused
this instrument to be executed as of the date specified below.

                                            Employer:
                                            Capstar Broadcasting Partners, Inc.



Dated:   April 17, 1998                     By:  /s/ Kim Borron
      ---------------------                    -------------------
                                                 Vice President

<PAGE>   78
                             SECOND AMENDMENT TO THE
                          CAPSTAR BROADCASTING PARTNERS
                        401(K) RETIREMENT PLAN AND TRUST

This amendment effective January 1, 1998 is made by Capstar Broadcasting
Partners, Inc. hereinafter referred to as (the "Employer").

WHEREAS, the Employer has previously established the Capstar Broadcasting
Partners 401(k) Retirement Plan and Trust (the "Plan") for the benefit of
eligible employees and their beneficiaries; and

WHEREAS, pursuant to Plan Section 10.01, the Employer reserves the right to
amend the Plan to the extent the amendment will not deprive any participant or
beneficiary of any vested right, nor to the extent it will reduce any accrued
benefit to which a participant or beneficiary is then entitled to with respect
to employer contributions previously made, except as may be required to maintain
the Plan as qualified under the Internal Revenue Code of 1986 as amended, nor to
the extent an amendment will change the duties or responsibilities of the
trustee without the expression written consent of the trustees;

WHEREAS, some radio stations purchased by the Employer or purchased by an entity
in the same controlled group as the Employer employ individuals that would
normally be eligible for participation in the Plan shortly after the close of
the contemplated purchase;

WHEREAS, some of such stations may be sold shortly after their purchase by the
Employer or their purchase by an entity in the same controlled group as the
Employer;

WHEREAS, the Employer desires to limit participation in the Plan to employees
that are not employed at a radio station whose sale is pending during the whole
period for which it is an asset of the Employer or an asset of an entity in the
same controlled group as the Employer;

NOW, THEREFORE, the following amendment is hereby made and shall be effective
January 1, 1998 unless otherwise specified:

Plan Section 1.10 is amended to read as follows:

         Eligible Employee Classification
         An Eligible Employee Classification is a classification of Employees,
         the members of which are eligible to participate in the Plan. The Plan
         covers all employee classifications except Leased Employees, workers
         classified by the Employer as Independent Contractors, Employees
         classified by the Employer as Part Time Employees and who have failed
         to work at least 1,000 hours during any Plan Year and during the
         Employee's Initial Year of Eligibility Service, and union employees who
         are not explicitly covered by the Plan pursuant to the terms of a
         collective bargaining agreement. An Eligible Employee Classification
         shall also not include



<PAGE>   79



         those employees who are employed at a facility, described in Appendix A
         to this document, which facility is pending sale to an unrelated
         entity.

NOW, THEREFORE, be it further provided that except as contemplated above the
Plan shall continue to read in its current state.

IN WITNESS WHEREOF, this amendment has been executed by the duly authorized
officer of the company as of the date specified below and effective as set forth
herein.

                                           Employer:
                                           Capstar Broadcasting Partners, Inc.



Dated:       June 30, 1998                 By:     /s/ Kim Borron
         ---------------------------          --------------------------------
                                                   Vice President





                                      -2-
<PAGE>   80
                             THIRD AMENDMENT TO THE
                          CAPSTAR BROADCASTING PARTNERS
                        401(K) RETIREMENT PLAN AND TRUST


This amendment effective August 31, 1998 is made by Capstar Broadcasting
Partners, Inc. hereinafter referred to as (the "Employer").

WHEREAS, the Employer has previously established the Capstar Broadcasting
Partners 401(k) Retirement Plan and Trust (the "Plan") effective October 1, 1997
for the benefit of eligible employees and their beneficiaries;

WHEREAS, pursuant to Plan Section 10.01, the Employer reserves the right to
amend the Plan to the extent the amendment will not deprive any participant or
any beneficiary of any vested right, nor to the extent it will reduce any
accrued benefit to which a participant or beneficiary is then entitled to with
respect to employer contributions previously made, except as may be required to
maintain the Plan as a qualified Plan under the Internal Revenue Code of 1986 as
amended (the "Code");

WHEREAS, currently the trustee of the Plan is the Charles Schwab Trust Company,
(the "Trustee");

WHEREAS, any amendment which changes the duties or responsibility of the Trustee
must be established with the express written consent of the Trustee; and

WHEREAS, the Employer believes it is in the best interest of Plan participants
to allow participants to invest funds in their accounts in securities of the
Employer or an entity aggregated with the Employer pursuant to Code Section
414(b) or (c) at the time established by the Plan Administrator.

NOW, THEREFORE, the Plan is hereby amended as follows and except as provided
below shall continue to read in its current state:

Article 12 of the Plan is hereby added to the Plan to read as follows effective
August 31 1998:

                                   ARTICLE 12

                      PROVISIONS RELATING TO EMPLOYER STOCK

12.01    Type of Employer Stock
         The Trustee will, to the extent practical based on the Participant's or
         Beneficiary's election, invest that portion of the Trust Fund so
         elected by Participants and Beneficiaries, in Common Stock of the
         Employer, any Participating Employer or any entity aggregated with the
         Employer pursuant to Code Section 414(b) or (c) (Employer Stock) which
         includes treasury stock which has been purchased by the Employer.



<PAGE>   81



12.02    Voting Rights

         (a)      In General
                  Before each annual or special meeting of the Employer's
                  shareholders, the Plan Administrator will cause to be sent to
                  each Participant and Beneficiary who has Employer Stock
                  allocated to his Accounts a copy of the proxy solicitation
                  material for the meeting, together with a form requesting
                  confidential instructions to the Trustee on how to vote the
                  shares of Employer Stock allocated to his Accounts.

                  Voting rights with respect to shares of Employer Stock held in
                  the Trust Fund shall be voted by the Trustee in such manner as
                  may be determined by the respective Participants and
                  Beneficiaries, with respect to all matters requiring
                  shareholder approval.

                  With respect to shares of Employer Stock in the Trust Fund
                  which are allocated to Participants and Beneficiaries who fail
                  to give directions to the Trustee, such shares shall be voted
                  by the Trustee based on the voting directions of those
                  Participants and Beneficiaries who issued directions with
                  respect to Employer Stock allocated to their Accounts. The
                  number of non-voted shares to be voted in a particular manner
                  shall be determined by multiplying the total number of such
                  shares by a fraction, the numerator of which is the number of
                  allocated shares directed to be voted in such manner, and the
                  denominator of which is the total number of allocated shares
                  directed to be voted in any manner with respect to the matter
                  at issue.

                  The Plan Administrator may establish such rules and guidelines
                  as it deems necessary to properly effect the provision of this
                  Section 12.02

         (b)      Tender Offers
                  In the event of a tender offer for shares of Employer Stock
                  the Plan Administrator will advise each Participant or
                  Beneficiary who has shares of Employer Stock allocated to his
                  Accounts in writing of the terms of the tender offer as soon
                  as practicable after its commencement and will furnish each
                  Participant or Beneficiary with a form by which he may
                  instruct the Trustee confidentially to tender shares allocated
                  to his Accounts. The Plan Administrator may also provide
                  Participants or Beneficiaries with such other material
                  concerning the tender offer as the Plan Administrator, in its
                  discretion, determines to be appropriate.

                  Each Participant or Beneficiary shall have the right, to the
                  extent of the number of shares of Employer Stock in his
                  account, to direct the Trustee in writing as to the manner in
                  which to respond to a tender or exchange offer with respect to
                  shares of such Employer Stock.

                  The Employer shall utilize its best efforts to timely
                  distribute or cause to be distributed to each Participant or
                  Beneficiary such information as will be distributed


<PAGE>   82



                  to shareholders of the Employer in connection with any such
                  tender or exchange offer.

                  The Trustee shall, with respect to Employer Stock held in the
                  Trust Fund, accept or reject the terms of any tender offer
                  and, accordingly, tender Employer Stock held by the Trustee in
                  the Trust Fund in accordance with the terms and provisions of
                  any tender offer, or not tender such Employer Stock, as
                  directed by the respective Participants or Beneficiaries. With
                  respect to shares of Employer Stock which are allocated to
                  Participants or Beneficiaries who have not given directions,
                  the Trustee shall not tender any shares of Employer Stock with
                  respect to which such Participants or Beneficiaries have the
                  right of direction.

                  The sum of fractional shares allocated to Participants' and
                  Beneficiaries' Accounts and unallocated shares of Employer
                  Stock shall be tendered or exchanged in the same manner and
                  proportion as shares with respect to which Participants and
                  Beneficiaries have the right of direction are tendered or
                  exchanged.

                  The Plan Administrator may establish such rules and guidelines
                  as it deems appropriate to properly effect the provisions of
                  this Section 12.02.

12.03    Fiduciary Duties
         The Plan Administrator shall be the fiduciary responsible for designing
         procedures structured in order to safeguard the confidentiality of
         information relating to the purchase, holding, and sale of Employer
         Stock, and the exercise of voting, tender, and similar rights, with
         respect to Employer Stock, by Participants and Beneficiaries; provided
         that, such procedures need not be designed to safeguard the
         confidentiality of information to the extent necessary to comply with
         Federal laws or state laws not preempted by ERISA. The Plan
         Administrator shall further insure that such procedures are at all
         times sufficient to safeguard the confidentiality of the applicable
         information and are followed. If the Plan Administrator determines that
         any situation involves a potential for undue employer influence upon
         Participants and Beneficiaries with regard to the direct or indirect
         exercise of shareholder rights, it shall appoint an independent
         fiduciary to carry out activities relating to any such situation.

12.04    Trustee Notification
         The Employer will maintain the Plan such that either (a) as of the date
         hereof the percentage of the issued and outstanding class of equity
         security registered under Section 12 of the Securities Exchange Act of
         1934 which is Employer Stock owned by the Plan (the Plan Percentage) is
         less than 4.5%, or (b) that the Plan and its prior trust have complied
         with all notice and filing requirements imposed by federal securities
         laws with regard to Employer Stock. The Employer will (a) notify the
         Trustee in writing within 5 business days following any date as of
         which the Plan Percentage equals or exceeds 4.5%, (b) monitor the Plan
         Percentage on a daily basis so long as the Plan Percentage is at least
         4.5%, (c) notify the Trustee in writing within 5 business days
         following any date as of which the Plan Percentage equals or exceeds 5%
         and, if applicable, 10%, and (d) provide monthly written reports to the


<PAGE>   83


         Trustee disclosing the Plan Percentage. The foregoing monitoring and
         notification requirements shall cease during any month when the Plan
         Percentage is below 4.5% for each day of the month.

IN WITNESS WHEREOF, the Employer, Capstar Broadcasting Partners, Inc. and the
Trustee, Charles Schwab Trust Company, have caused this instrument to be
executed as of the dates specified below.

                                       Employer:
                                       CAPSTAR BROADCASTING PARTNERS, INC.



                                       By:    /s/ Kim Borron
                                          -----------------------------------
                                       Title: Vice President
                                             --------------------------------

Dated:    August 25, 1998
      --------------------------
    
The Trustee agrees to continue to serve as Trustee under the terms of the Plan
and this Third Amendment to the Plan.



                                       Trustee:
                                       CHARLES SCHWAB TRUST COMPANY



                                       By:      /s/ Rose Hauer
                                          -----------------------------------   
                                       Title:  Officer
                                             --------------------------------

Dated:    August 25, 1998
      ---------------------------