ADOPTION AGREEMENT FOR
                    QUALIFIED PROFIT SHARING AND 401(K) PLAN
                                     #K DC1

      This adoption agreement is used with Plan document # K DC1 and Trust
Agreement #T1. The sections of this adoption agreement correspond with the Plan
and Trust.


1.1      NAME OF PLAN AND TRUST: Modern Controls, Inc. Savings and Retirement
         Plan
 
1.3      Minnesota state law shall govern the Plan and Trust.
 
1.4      The Plan's original effective date is July 1, 1985.
 
         The effective date of this restatement is July 1, 1996, unless
         otherwise specified in the Plan or Adoption Agreement.

         The prior name of the Plan was the same as the name of this restated
         Plan.

         The Fiscal (tax) year of the Principal Sponsoring Employer is January 1
         to December 31.

         The Limitation Year is January 1 to December 31.
 
1.5      This Plan is a Profit Sharing Plan and 401(k) Plan.

1.6      This Plan is not an Eligible Individual Account Plan.


                                   DEFINITIONS
 
2.5      ANNIVERSARY DATE is the last day of the Plan Year.

2.12     SPONSORING EMPLOYER of this Plan is Modern Controls, Inc. and is a "C"
         Corporation.

2.13     COMPENSATION. This definition of Compensation relates to the definition
         used for determining the amount of the Employer Contribution each
         Participant Receives.

         Compensation is Earned Income for any Self-employed Individual. See
         Plan Section 2.19 if a Self-employed Individual is in the Plan, for
         special rules. The definition of Compensation for all other
         Participants shall be set forth here.

         Compensation is for all years equal to Uniform Compensation under 2.62.

2.18     EARLY RETIREMENT AGE
 
         There is no early retirement age feature.

2.27     FORFEITURE is defined in Plan Section 2.27. (cash outs permitted; see
         4.4. Also forfeit certain matching contributions.)

2.28     HIGHLY COMPENSATED EMPLOYEE

    (b)  When determining the employees to be excluded from the determination of
         the number of Employees in the "Top Paid Group" and the number of
         Officers who might be Highly Compensated Employees (or Key Employees),
         the age and service requirements shall be as set forth in Plan Section
         2.28(b).

    (h)  When determining the lookback and determination years the determination
         year is the Plan Year and the lookback year is the prior twelve month
         period.

2.29     HOUR OF SERVICE equivalency, when used, shall be 45 hours for each week
         worked.

2.30     JOINT AND SURVIVOR ANNUITY is not applicable to this Plan.

2.38     NORMAL RETIREMENT DATE for any Participant shall be age 65 (Normal
         Retirement Age).

2.46     PLAN YEAR is the period from January 1 to December 31.

2.47     PRERETIREMENT SURVIVOR ANNUITY is not applicable to this Plan.

2.58     TOTAL COMPENSATION is used in this Plan for determining the limitations
         on Contributions and benefits (and for this purpose alone is determined
         on the basis of the Limitation Year under 1.4), for determining
         Top-Heavy Minimum Contributions, and whenever otherwise specified in
         the adoption agreement.

         Total Compensation shall be the amount set forth in Plan section
         2.58(a), but adjusted as follows: (i) exclude income from sources
         outside the United States, and (ii) utilize the cash method of
         accounting. This may include amounts earned during the Limitation Year,
         but not paid in such year because of the timing of pay periods if these
         amounts are paid during the first few weeks of the year.

2.62     UNIFORM COMPENSATION is used in this plan. Uniform Compensation is
         Earned Income for any Self-employed Individual. See Plan Section 2.62
         if a Self-employed Individual is in the Plan, for special rules. The
         definition of Uniform Compensation for all other Participants shall be
         set forth below.

    (a)  (I)      Include amounts paid to the Participant during the Plan Year.

         (II)     See Adoption Agreement section 5.1 to determine whether
                  Uniform Compensation Paid prior to Participation is counted.

                  For purposes of performing the tests under Plan section 4.1(e)
                  (the 401(k) and 401(m) ADP and ACP tests), Uniform
                  Compensation shall only be taken into account for periods that
                  the Employee is a Plan Participant.

         (III)    The cash method of accounting must be utilized.

    (b)  Uniform Compensation shall be equal to Total Compensation under
         2.58(a), and shall include amounts contributed through salary reduction
         arrangements (maintained by the Sponsoring Employer) to a 401(k) Plan
         or a Cafeteria Plan.

    (c)  Plan Section 2.13(d) contains rules capping Compensation at $150,000
         and special family member aggregation rules for determining this cap.

    (d)  Plan section 2.13(e) contains rules capping Compensation in Plan Years
         beginning before 1989 at $200,000 if the Plan is Top Heavy.

2.67     YEAR OF BENEFIT SERVICE is not used in this Plan.

2.68     YEAR OF ELIGIBILITY SERVICE is any computation period during which the
         Employee earns 1000 Hours of Service from the Sponsoring Employer. The
         initial computation period must be measured utilizing each Employee's
         Employment Year. Subsequent computation periods are based upon Plan
         Years (commencing with the Plan Year containing the anniversary of the
         Employment Date).

2.69     YEAR OF VESTING SERVICE is any computation period during which the
         Employee earns 1000 Hours of Service from the Sponsoring Employer.
         Computation periods are based upon Plan Years (commencing with the Plan
         Year containing the Employment Date).


                          ELIGIBILITY AND PARTICIPATION

3.1      ELIGIBILITY: Each Employee of a Sponsoring Employer will be eligible to
         participate, except the following employees shall not be eligible:

         Employees included in a unit of Employees covered by a collective
         bargaining agreement, if retirement benefits were the subject of good
         faith bargaining between the Employer and Employee representatives
         unless such agreement provides for the inclusion of such Employees. For
         this purpose, the term employee representatives does not include any
         organization more than half of whose members are owners, officers or
         executives of the Employer.

         Employees who are non-resident aliens and who receive no earned income
         which constitutes income from sources within the United States shall
         also be ineligible.

3.2      PARTICIPATION: Each employee who is eligible under 3.1 shall begin to
         Participate on his Entry Date. Note that the determination of who is
         entitled to receive or make contributions is determined only after the
         identity of all Participants is determined. Entry into this Plan as a
         Participant is determined as follows:

         1)       The Employee must first meet both the age and service
                  requirements:

                  (a)      The Age requirement is age 21.

                  (b)      The Service requirement is one (1) Year of
                           Eligibility Service (see 2.68).

         2)       Participation begins (if the Employee is still employed) on
                  the Entry Date coincident with or next following the date the
                  age and service tests are met.

         3)       Entry Date(s) under this Plan are the first day of each
                  Calendar Quarter.

3.3      BREAK IN SERVICE RULES FOR PARTICIPATION.

         The break in service rules shall apply.


                                  CONTRIBUTIONS

4.1(a)   EMPLOYER CONTRIBUTIONS: The amount of Employer profit sharing
         contributions to this Plan, if any, will be determined from time to
         time by the Sponsoring Employer at its discretion. If the Sponsoring
         Employer fails to timely designate an Employer Contribution (for the
         purposes of Code 162 and 404) then it shall be deemed that no Employer
         Contribution shall have been made.

         The Employer Contribution, if any, may be made notwithstanding the
         existence of Employer profits.

4.1(d)   OPTIONAL 401(K) FEATURES.

         Elective Deferrals shall be made to this Plan by salary reduction.

         A Participant may elect to defer up to 12% of his Uniform Compensation
         for the Plan Year.

4.1(e)   CORRECTION OF EXCESS DEFERRALS

         The Employee must report Excess Deferrals (the $7,000 as adjusted
         limitation) by March 1 of the next calendar year.

4.2      VOLUNTARY CONTRIBUTIONS may not be made by any Participant.

4.3      ROLLOVERS and DIRECT TRUST TO TRUST TRANSFERS

         Direct Trust to Trust Transfers from this Plan are allowed.

         Rollovers both to and from this Plan are allowed.

         Notwithstanding the above eligibility requirements, solely for the
         purpose of this Section 4.3, an Employee who has not yet satisfied the
         eligibility requirements set forth above may roll over funds to this
         Plan from another qualified plan and thereby establish a Rollover
         Account. Any Employee who establishes a Rollover Account prior to
         becoming a Participant in the Plan shall be subject to the provisions
         of Section 4.3 and related Sections of the Plan for the limited
         purposes of such Rollover Account only.

4.4      CASH-OUT/REINSTATEMENT OF FORFEITURES

         Reinstatement of cashed-out amounts shall be made only after the
         Employee repays distributed amounts in time under Plan Section 4.4.
 
4.9      MATCHING CONTRIBUTIONS by the Employer may be made at the discretion of
         the Sponsoring Employer based upon Elective Contributions under 4.1(d)
         and are subject to such limitations on amount as may be determined
         periodically by the Sponsoring Employer.

         Such Matching Contributions are subject to the Vesting Schedule under
         6.2., and shall be made regardless of whether the Participant is
         employed on a particular date and regardless of Hours of Service worked
         during the Plan Year.

         The limit on matching contributions shall be based only upon
         compensation paid during periods for which elective deferrals are
         actually made.

4.10     FAILSAFE CONTRIBUTIONS may be made at the discretion of the Sponsoring
         Employer and shall be allocated to the relevant accounts of all
         Participants who are eligible to make Elective Contributions under
         4.1(d).


                   ALLOCATION OF CONTRIBUTIONS AND FORFEITURES

5.1(a)   ALLOCATION OF PROFIT SHARING CONTRIBUTION.
 
    (1)  Entitled Participants. A Participant shall be entitled to receive an
         allocation of the Contribution under 4.1(a) if the Participant is
         employed by the Employer on the last day of the Plan Year, or if the
         Participant separates from service during the Plan Year due to his
         death, his Total and Permanent disability, on or after his Normal
         Retirement Date or his Early Retirement Age, if applicable, without
         regard to Hours of Service. A Participant who terminates employment for
         any other reason not described above shall receive an allocation of the
         Employer Contribution only if such Participant has 501 Hours of Service
         during the Plan Year.

    (2)  In addition to the foregoing, if the failure to make an allocation to
         Participants who either have less than 1000 Hours of Service during a
         Plan Year or who are not employed by the Sponsoring Employer(s) on the
         last day of the Plan Year would result in a violation of the Code
         410(b) Coverage rules or the Code 401(a)(26) Minimum Participation
         rules, then such excluded Participants shall be ranked in order of
         highest to lowest Hours of Service earned during the Plan Year and
         those with the greatest Hours of Service in (a) category one and then,
         if necessary (b) category two, shall be treated as Entitled
         Participants. Only the minimum number of such Participants needed to
         satisfy such Code sections shall be so deemed Eligible Employees.
         Category one shall be those Participants who are employed on the last
         day of the Plan Year. Category two, which shall only be utilized if
         treating all members in category one as Entitled Participants is not
         enough to bring the Plan into compliance with such Code Sections, is
         all Participants who have earned more than 500 Hours of Service and who
         are not employed on the last day of the Plan Year.

    (3)  Each Participant entitled to receive an allocation under (1) or (2)
         above ("Entitled Participant") shall receive an allocation in
         accordance with the following formula, except to the extent modified
         for certain family members in (4) below and offset in accordance with
         (5) below:

         For Plan Years beginning after 1988:

         Proportionate Allocation. To each Entitled Participant, in the
         proportion that his Compensation bears to such aggregated Compensation
         of all Entitled Participants.

         Compensation for this purpose means Compensation earned while a
         Participant.

    (4)  Special rule for family members. In any Plan Year that two or more
         family members have Compensation or Uniform Compensation aggregated
         pursuant to Plan Sections 2.13, 2.58 or 2.62, and this aggregated
         Compensation or Uniform Compensation would otherwise exceed the then
         existing legal cap under Code 401(a)(17), then remember to first
         pro-rate such Compensation or Uniform Compensation among such family
         members up to the cap.

    (5)  Offsets. The amounts allocated under 5.1(a) are not subject to offset.

5.2      FORFEITURES
 
    (a)  Shall first be used to reinstate accounts of Cashed-out Participants
         under 4.4. The first forfeitures to be used up in making any such
         required reinstatements shall be the forfeitures from Profit Sharing
         contributions.

    (b)  Forfeitures of Profit Sharing Contributions. Any remaining Forfeited
         Profit Sharing contributions shall next be treated as an additional
         Profit Sharing contribution and allocated under 5.1(a) in the year of
         Forfeiture.

    (c)  Forfeitures of Matching Contributions. Any remaining Forfeited Matching
         Contributions shall be treated as Matching Contributions to the extent
         necessary to discharge the Employer's stated obligation to make such
         Matching Contributions under 4.9. Finally, any remaining forfeitures
         shall be used to increase the matching contribution under 4.9.

5.5(h)   MULTIPLE DEFINED CONTRIBUTION PLANS. If the Employer maintains another
         Defined Contribution Plan, then if the limits of Section 5.5 would
         otherwise be violated, reductions of amounts allocated to Participants'
         Accounts shall be made in the following order: first in this Plan.


                                     VESTING

6.1      VESTING. Except as otherwise provided at adoption agreement Section
         4.9, a Participant shall be fully (100%) vested in the value of each of
         his Accounts except his Regular Account and Matching Account if so
         selected under 4.9.

6.2(b)   VESTING SCHEDULE for Regular Account and Matching Account if so
         selected under 4.9:

                       Years of
                    Vesting Service      Vested Percentage
                    ---------------      -----------------
 
                           0                      0%
                           1                      0%
                           2                     50%
                           3                     75%
                           4                    100%


                                  DISTRIBUTIONS

7.1(a)   TIMING OF DISTRIBUTIONS. Subject to Article 7,

    (I)  (a)      Distributions of a terminated Participant's Savings Account
                  shall be made as soon as administratively feasible, if
                  permitted under Plan Section 7.6, after the Participant
                  separates from service with the Sponsoring Employer.

         (b)      Distributions of the Participant's Accounts attributable to
                  Employer Contributions under Plan Sections 4.1(a) and 4.9
                  shall be made as soon as administratively feasible, if
                  permitted under Plan Section 7.6, after the Participant
                  separates from service with the Sponsoring Employer.

         (c)      Notwithstanding the above rules, if the vested account
                  balances of the Participant do not exceed $3,500 then the
                  benefits will be paid as soon as administratively feasible
                  after the Participant terminates employment with the Employer.

   (II)  In-service distributions are not permitted under this Plan.

  (III)  Hardship distributions are permitted for only the Savings Account. In
         Plan Years beginning after 1988, Earnings credited to the Savings
         Account may not be distributed as a Hardship. However, earnings
         allocated as of December 31, 1988 may be distributed as a Hardship. But
         only for the following designated hardships:

         regulatory safe harbor events:

                  --    (1)      To pay medical expenses described in Code
                                 213(d) incurred by the Employee, the
                                 Employee's Spouse, or any dependents of the
                                 Employee.
                  --    (2)      To pay for the purchase (excluding mortgage
                                 payments) of a principal residence for the
                                 employee.
                  --    (3)      To pay for post-secondary education tuition
                                 and related educational fees for the next 12
                                 month period for the Employee, the Employee's
                                 spouse, children or dependents.
                  --    (4)      To prevent the eviction of the Employee from
                                 his principal residence or foreclosure of
                                 such principal residence.

                  Hardship distributions are permitted only if necessary
                  to relieve one of the designated hardship events, and
                  then only to the extent that the distribution is both
                  required to relieve the financial need and to the
                  extent that the need can not be satisfied from other
                  resources which are reasonably available to the
                  Employee.

                  --       Safe Harbor Circumstances

                           This is deemed satisfied if all of the following
                           requirements are satisfied, (i) the distribution is
                           not in excess of the amount needed to relieve the
                           hardship, (ii) the Employee has obtained all other
                           distributions currently available under all Plans
                           maintained by the Employer, (iii) all Plans
                           maintained by the Employer provide that the
                           Employee's elective contributions and employee
                           contributions will be suspended for at least 12
                           months after receipt of the hardship distribution,
                           and (iv) all Plans maintained by the Employer provide
                           that the Employee may not make elective contributions
                           for the Employee's taxable year immediately following
                           the taxable year of the hardship distribution in
                           excess of the applicable limitation under Code 402(g)
                           ($7,000 as adjusted under 415(d)) for such next
                           taxable year less the amount of the Employee's
                           Elective Contributions for the taxable year of the
                           hardship distribution. If this provision is elected,
                           then if utilized, and notwithstanding any provision
                           in the Plan to the contrary, the provisions in (iii)
                           and (iv) shall be applied to the Participant
                           receiving the distribution.

                           Hardship distributions shall be made as soon as
                           administratively practicable following the
                           Participant's valid election. The Participant must
                           inform the Plan Administrator in writing that he
                           elects such Hardship distribution.

7.2      FORM OF DISTRIBUTION. Subject to Article 7,

    (a)  Distributions under this Plan shall be made in accordance with the
         Profit Sharing Plan exception to the automatic survivor annuity
         requirements. The Participant may elect any of the distribution forms
         listed under (b).

    (b)  Distributions may be paid, at the election of the Participant (or
         beneficiary) in the following forms:

                  --       Lump sum
                  --       Installments, payable in monthly, quarterly, or
                           annual payments over a fixed reasonable period of
                           time, not exceeding the life expectancy of the
                           Participant, or the joint life and last survivor
                           expectancy of the Participant and his Beneficiary.
                           The Participant or Beneficiary, at any time, may
                           elect to accelerate the payment of all or any
                           portion of the Participant's unpaid balance
                           subject to the requirements of Plan Section 7.6.
 
    (c)  Notwithstanding the foregoing, but subject to Plan Section 7.6, if the
         value of the benefits to be distributed is not in excess of $3,500, the
         distribution shall be made in lump sum form.

    (d)  Spouse. The definition of spouse and surviving spouse in Plan Section
         7.2 shall not utilize the one year marriage rule.

7.4.     SEPARATE INVESTMENT FUND FOR TERMINATED PARTICIPANT.

         The vested interest of a terminated Participant may be segregated under
         Plan Section 7.4 into a Separate Investment Fund.

8.2      DEFERRED DISTRIBUTIONS.

         No interest shall be paid on deferred distributions made after the most
         recent Valuation Date.

9.1      LIFE INSURANCE.

         There shall be no life insurance benefits provided under this Plan.

13.1(b)  DISTRIBUTION PURSUANT TO A QUALIFIED DOMESTIC RELATIONS ORDER.

         Notwithstanding any provisions of this Plan to the contrary,
         distribution may be made to an alternate payee under the terms of a
         Qualified Domestic Relations Order prior to the Participant's
         attainment of the earliest retirement age if the order so provides and
         the alternate payee consents (if the amount payable under the order
         exceeds $3,500).

14.1     LOANS.

         Loans are permitted under this Plan.

         Any Participant Loan made under this Plan shall be subject to a formal
         written loan policy and procedure in addition to those requirements
         enumerated in Article 14.
 
15.1(e)  TOP-HEAVY RULES. If any Non-Key Employee is covered under both a
         Defined Contribution Plan and a Defined Benefit Plan of the Employer,
         then the minimum top- heavy contribution shall be 5% and shall be
         provided under this Plan.

TRUSTEE: The following individual is designated as Trustee of the Trust:
         Frontier Trust Company

The adopting employer(s) may not rely on an opinion letter issued by the
National Office of the Internal Revenue Service as evidence that the plan is
qualified under Code 401 of the Internal Revenue Code. In order to obtain
reliance with respect to plan qualification, the employer must apply to the
appropriate key district office for a determination letter.

This adoption agreement may be used only in conjunction with basic plan document
#K DC1 and Trust Document #T1. The Frontier Trust Company master trust agreement
shall also be incorporated by reference to the extent necessary to enable
frontier Trust to act as Trustee.

IN WITNESS WHEREOF, as evidence of the adoption of this Plan and Trust, each
Sponsoring Employer and each Trustee has caused the same to be executed on this
14th day of June, 1996.



TRUSTEE:  FRONTIER TRUST COMPANY         EMPLOYER:

BY: /s/ RONALD A. MEYER                  BY: /s/ RONALD A. MEYER
   --------------------------------          ----------------------------------
   As authorized by Trustee 
                                         ITS: VP Finance
                                              ---------------------------------

                                         AND: /s/ SARA GUSTAFSON
                                              ---------------------------------

                                         ITS: Personnel Administrator
                                              ---------------------------------



                            DEFINED CONTRIBUTION PLAN
                                 DOCUMENT K DC1




                               PLAN DOCUMENT K DC1
                                TABLE OF CONTENTS


1.   PRELIMINARY MATTERS

2.   DEFINITIONS

3.   ELIGIBILITY AND PARTICIPATION

4.   CONTRIBUTIONS TO THE PLAN

5.   ALLOCATION OF EMPLOYER CONTRIBUTIONS AND FORFEITURES

6.   VESTING

7.   DISTRIBUTIONS

8.   ACCOUNTING

9.   PURCHASE OF INSURANCE

10.  AMENDMENT AND TERMINATION OF THE PLAN

11.  CLAIMS PROCEDURE

12.  DESIGNATION OF BENEFICIARY

13.  MISCELLANEOUS PROVISIONS

14.  LOANS

15.  TOP HEAVY RULES


                             1. PRELIMINARY MATTERS


         1.1 NAME. The name of this Plan is as stated in the adoption agreement.
The name of the accompanying Trust is also contained in the adoption agreement.

         1.2 PURPOSE. This Plan has been created for the exclusive benefit of
the Employees of the Company. The purpose of this Plan is to provide incentives
for increased productivity, to provide a deferral of income and to provide for
each Employee a measure of security upon his retirement or to his Beneficiaries
in the event of his death.

         1.3 GOVERNING LAW. Any Trust formed pursuant to this Plan shall be
created in the United States. This Plan is drafted to comply with the applicable
provisions of the Code and ERISA. To the extent that the Code and ERISA do not
preempt local law, this Plan and Trust shall be subject to laws of the State
designated in the adoption agreement. If any provision of this Plan or Trust is
held by a court of competent jurisdiction to be invalid or unenforceable, the
remaining provisions shall continue to be fully effective.

         1.4 EFFECTIVE DATE.This Plan is effective on and after the date (or
dates) specified in the adoption agreement. If this document constitutes a
restatement the effective date for this restatement shall be specified in the
adoption agreement. For the purposes of this document, the words "Effective
Date" shall mean the latest of such dates. The provisions of this document
(including the provisions of the amended Trust) apply only to an Employee who
terminates his employment with the Employer on or after the effective date,
unless specifically provided to the contrary. The rights and benefits of any
Employee who terminated his employment with the Employer before the effective
date will be determined under the provisions of this Plan, if any, in effect
before the Effective Date. The fiscal (tax) year of the Employer is the date
specified in the adoption agreement.

         1.5 PLAN TYPE. The plan type is as designated in the adoption
agreement.

         1.6 ELIGIBLE INDIVIDUAL ACCOUNT PLAN ELECTION.(This section applies
only if so elected in the adoption agreement. If this document is a restatement
and if the last version of this plan was an Eligible Individual Account Plan
then this section shall apply even if affirmatively elected to the contrary in
the adoption agreement). It is intended that this Plan be construed as an
"Eligible Individual Account Plan" within the meaning of ss.407(d)(3) of ERISA.
The Plan and Trust are thus expressly permitted to acquire and hold "qualifying
employer securities", as defined in ss.407(d)(5) of ERISA and to acquire and
hold "qualifying employer real property", as defined in ss.407(d)(4) of ERISA,
in accordance with the provisions of section 2.3(9) of the Trust, in any amount
up to and including 100% of the Trust assets attributable to Company
contributions. Trust assets attributable to Employee contributions, Rollover
Accounts, or other non-Company contribution sources shall not be used in any
event to acquire or hold "qualifying employer securities", any other stock of
the Company, or "qualifying employer real property."


                                 2. DEFINITIONS

         2.1 ACCOUNT is the Regular Account, and any of the several other
separate accounts (such as the Savings Account, Suspense Account, Optional
Account and Rollover Account) of a Participant. Accounts may be segregated into
Pre-1987 Limitation Year and Post-1986 Limitation Year components. In addition,
Accounts may be segregated (or further segregated) so that earnings are
accounted for separately, so that any accounting or administrative recordkeeping
system is facilitated or so that a Separate Contract may be maintained.

         Separate Accounts shall be maintained for each Employee to which will
be credited the Employer contributions and earnings thereon.


         2.2 ACCRUED BENEFIT is the value in the Participant's Accounts. In a
Defined Benefit Plan, the Accrued Benefit is the annual benefit commencing at
Normal Retirement Age expressed in the form of a straight life annuity without
ancillary benefits determined in accordance with the Plan as of the
Determination Date.

         2.3 AFFILIATE is any corporation, trade, or business which would be
considered the Employer by application of Code ss.ss. 414(b), (c), (m) or (o),
Code ss.401(d)(9) or Code ss.415(h) where applicable, without regard to whether
or not the corporation, trade or business has adopted this Plan.

         2.4 AGGREGATION GROUP (a) shall include each Plan of the Employer or an
Affiliate in which a Key Employee is a Participant, (b) shall include each other
plan of the Employer or an Affiliate which enables any Plan described in (a)
above to meet the requirements of Code ss.401(a)(4) or Code ss.410, (c) may
include at the discretion of the Committee any other plans of the Employer or an
Affiliate not described in (a) or (b) above if such group of plans continues to
meet the requirements of Code ss.401(a)(4) or Code ss.410, (d) shall include any
terminated plan of the Employer or an Affiliate which, if it has not been
terminated during the preceding five Plan Years ending on the Determination
Date, would be described in (a) or (b) above. Plans described in (a), (b) or (d)
are members of the Required Aggregation Group. Plans described in (c) are
members of the Permissive Aggregation Group.

         2.5 ANNIVERSARY DATE is the last day of the Plan year unless otherwise
specified in the adoption agreement. In no event shall there be more than 12
consecutive months between Anniversary Dates under this Plan.

         2.6 ANNUAL ADDITIONS

         (a) Annual Additions is the total of any amounts which are allocated to
the Combined Accounts of a Participant consisting of (1) Company contributions
(excluding Company contributions arising from an award of backpay by agreement
with the Company or by court order); (2) Forfeitures; (3) Employee
contributions, (4) after March 31, 1984 amounts allocated pursuant to an
individual medical account under Code ss. 415(l)(1) which is part of a pension
or annuity Plan maintained by the Employer, and (5) after December 31, 1985 in
taxable years ending after such date, for amounts attributable to post
retirement medical benefits, allocated to the separate account of a Key
Employee, as defined under Code ss.419A(d)(3) under a Code ss.419(e) welfare
benefit fund maintained by the Employer. For purposes of determining Annual
Additions, a rollover contribution from an IRA, or from an account in the
qualified retirement plan of a previous employer of a Participant shall not be
included.

         (b) For Plan Years beginning prior to January 1, 1987, (3) above, shall
be equal to the lesser of: (i) one-half of his Voluntary Contributions; or (ii)
all of his Voluntary Contributions in excess of 6% of his Total Compensation.

         (c) Annual Additions shall also include Excess Contributions under Code
ss.401(k), Excess Deferrals under Code ss.402(g) and Excess Aggregate
Contributions under Code ss.401(m), even if such amounts are distributed or
forfeited.

         2.7 BENEFICIARY is the person or entity designated pursuant to Article
12 to receive the value of the Participant's Vested Accounts which have not been
paid out prior to the Participant's death.

         2.8 BREAK IN SERVICE occurs when a person ceases to be an Employee of
the Company or an Affiliate.

         2.9 CODE is the Internal Revenue Code of 1986, as amended, and
regulations issued thereunder.

         2.10 COMBINED ACCOUNTS is the total of all Accounts of a Participant in
all of the Defined Contribution Plans of the Company and any Affiliate.

         2.11 COMMITTEE is the organization appointed by the Sponsoring
Employers for purposes of administering this Plan, keeping records, notifying
Participants of the amounts of their benefits, generally determining the method
and timing of benefit payments, and performing any other duties specified in
this Plan. The Committee may act by whatever rules it considers necessary to
administer the Plan so long as the rules adopted are nondiscriminatory, and are
consistent with the provisions of this Plan and applicable law. The Committee
has full discretion to interpret the terms and conditions and language of this
Plan, and has full discretion to approve or deny Participant claims for benefits
so long as the exercise of discretion is consistent with the terms of the Plan
and is not arbitrary and capricious. Any appointment is subject to approval by
the Sponsoring Employer and a Committee member by written notice may be asked to
resign. In the case of any dispute arising under the terms of this Plan, the
Committee shall be the authorized agent for the service of legal process. The
Committee may create subcommittees to handle any or all of the duties under the
Plan. In the event that no Committee is named, the Board of Directors of the
Sponsoring Employer (or the Partners of the Partnership or the Owner of the Sole
Proprietorship) shall be the Committee.

         2.12 COMPANY OR EMPLOYER is the business (or businesses) designated in
the adoption agreement (Sponsoring Employer). Company or Employer also includes
any other Employer which, with the written consent of the Sponsoring Employer
adopts this Plan, in writing on behalf of its Employees. To adopt the Trust,
such Employer shall also obtain the written consent of the Trustee.

         If any of the Sponsoring Employers or Affiliates is an unincorporated
entity, then the following additional provisions shall apply:

         If this plan provides contributions or benefits for one or more
Owner-Employees who control both the business for which this Plan is established
and one or more other trades or businesses, this Plan and the Plan established
for other trades or businesses must, when looked at as a single Plan, satisfy
Code ss.ss.401(a) and (d) for the Employees of this and all other trades or
businesses.

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

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

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

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

              (2) in the case of a partnership, own more than 50 percent of
either the capital interest or the profits interest in the partnership. For
purposes of the preceding sentence, an Owner-Employee, or two or more
Owner-Employees shall be treated as owning any interest in a partnership which
is owned, directly or indirectly, by a partnership which such Owner-Employee, or
such two or more Owner-Employees, are considered to control within the meaning
of the preceding sentence.

         2.13 COMPENSATION for any Self-employed Individual under Code
ss.401(c)(1) shall equal his Earned Income.

         (a) General rule. Unless otherwise provided in the adoption agreement,
Compensation shall mean the total amount of all payments made by the Employer to
an Employee for services rendered to the Employer, including bonuses,
commissions, overtime pay and amounts contributed by the Employer pursuant to a
salary reduction agreement under any 401(k), cafeteria, SEP or 403(b) plan.

         Compensation shall not include Employee expense reimbursements, fringe
benefits (taxable or nontaxable), director's fees, car allowances, contributions
made by the Employer under the Plan, payments made by the Employer for group
insurance, hospitalization and like benefits, nor contributions made by the
Employer under any other employee benefit plan it maintains.

         (b) Adoption agreement may modify the general definition. The
Sponsoring Employer may, in the adoption agreement, redefine the components
entering into or excluded from Compensation, or provide that Compensation is
equal to Total Compensation or Uniform Compensation.

         In addition, the adoption agreement may specify that a different
definition of Compensation be used in different Plan Years beginning before
1992.

         (c) The adoption agreement shall specify whether or not to include
amounts paid to the Employee before the Employee is a Participant in this Plan
(e.g. if the Participant enters the Plan on a day other than the first day of
the Plan Year).

         (d) In post-1988 Plan Years, Compensation may not exceed $200,000 (or a
greater amount determined in accordance with Code ss.415(d)), but in making this
determination, the rules of Plan subsection 2.28(f) shall apply, except that in
applying such rules, the term "family" shall include only the spouse of the
employee and any lineal descendants of the employee who have not attained age 19
before the close of the year.

         If, as a result of the application of such family member aggregation
rules, the adjusted $200,000 limitation is exceeded, then (except for purposes
of determining the portion of Compensation up to the integration level if this
plan provides for an integrated contribution) the limitation shall be prorated
among the affected individuals in proportion to each such individual's
Compensation as determined under this section prior to the application of this
limitation, unless future regulations or changes in the law mandate a different
method.

         If Compensation is to be determined over a period of more than one
year, then the annual $200,000 Compensation limit in effect for each of the
years used is determined separately for each such year, even though the
limitation changes under Code ss.415(d) from year to year.

         The $200,000 limitation shall be applied separately to each group of
plans which are treated as a separate plan and to each separate element in a
component plan.

         (e) For Plan Years beginning prior to 1989, in any Plan Year in which
this Plan is a Top Heavy Plan, Compensation shall be limited to the first
$200,000, or such larger amount as prescribed in accordance with ss.416(d)(2) of
the Code.

         (f) Compensation shall be determined on the cash basis. The adoption
agreement may also specify the Plan Year, the taxable year ending within the
Plan Year and the Limitation Year ending within the Plan Year as the computation
period for Uniform Compensation for the Plan Year.

         (g) In addition to the other applicable limitations set forth in the
Plan, and notwithstanding any other provision of the Plan to the contrary, for
Plan Year beginning on or after January 1, 1994, the annual compensation of each
Employee taken into account under the Plan shall not exceed the OBRA'93 annual
compensation limit. The OBRA'93 annual compensation limit is $150,000, as
adjusted by the Commissioner for increases in the cost of living in accordance
with section 401(a)(17)(B) of the Internal Revenue Code. The cost-of-living
adjustment in effect for a calendar year applies to any period, not exceeding 12
months, over which compensation is determined (determination period) beginning
in such calendar year.

If a determination period consists of fewer than 12 months, the OBRA'93 annual
compensation limit will be multiplied by a fraction, the numerator of which is
the number of months in the determination period, and the denominator of which
is 12.

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

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

         2.14 DATE OF EMPLOYMENT is the day on which the Employee performs his
first Hour of Service on or following the later of: (a) the date on which he is
employed by the Company, and (b) the date on which he is reemployed by the
Company following a One Year Break in Service.

         2.15 DEFINED BENEFIT PLAN is a retirement plan which does not provide
for benefits from an individual account of a Participant, but rather provides
for benefits based on a benefit formula provided by the Plan.

         2.16 DEFINED CONTRIBUTION PLAN is a retirement plan which provides for
an individual account for each Participant and for benefits based entirely on
the balance of that account derived from contributions, income, expenses, market
value increases or decreases, and sometimes Forfeitures from Participants who
terminate employment before retirement.

         2.17 DETERMINATION DATE is the last day of the preceding Plan Year (or,
in the case of the first Plan Year of a Plan, the last day of a first Plan
Year).

         2.18 EARLY RETIREMENT AGE, if utilized, is the date on which the
Participant attains the age and meets the other requirements specified in the
adoption agreement. Distributions may be made to any individual who has attained
his Early Retirement Age (while still employed by the Company) and who separates
from service after attainment of such age and on account of this Early
Retirement provision, in accordance with the provisions of Article 7 of the
Plan.

         2.19 EARNED INCOME is the net earnings from self-employment in the
trade or business with respect to which the Plan is established, for which
personal services of the individual are a material income-producing factor. Net
earnings will be determined without regard to items not included in gross income
and the deductions allocable to such items. Net earnings are reduced by
contributions by the Employer to a qualified plan to the extent deductible under
Code ss.404. Net earnings shall be determined with regard to the deduction
allowed to the Employer under Code ss.164(f) for taxable years beginning after
December 31, 1989.

         2.20 EFFECTIVE DATE is the effective date or dates set forth in the
Plan and adoption agreement section 1.4.

         2.21 EMPLOYEE is any employee of the Sponsoring Employer or any other
employer required to be aggregated under Code ss.ss. 414(b), (c), (m) or (o),
including any Leased Employee deemed to be an employee pursuant to Code
ss.ss.414(n) or (o).

         2.22 EMPLOYMENT YEAR is the initial 12 consecutive month period
beginning on an Employee's Date of Employment and any subsequent 12 consecutive
month periods beginning on the anniversary of the Date of Employment.

         2.23 ENTRY DATE is the day or days specified in the adoption agreement
under 3.2.

         2.24 ERISA OR ACT is the Employee Income Security Act of 1974, as
amended.

         2.25 FIDUCIARY is any person who: (a) exercises any discretionary
authority or control over the management or administration of the Plan or
disposition of the Trust Fund; (b) has authority or responsibility to offer
investment advice with respect to the Trust Fund for a fee or other
compensation, whether direct or indirect; or (c) is described as a Fiduciary
under ERISA.

         2.26 FIVE PERCENT OWNER is any Employee or former Employee who is or
was a person owning (or considered as owning under Code ss.318) more than five
percent (5%) of the Employer. Ownership percentage shall be based upon either
outstanding stock or stock possessing voting power in the case of a corporation
or the capital or profit interest in the case of an unincorporated trade or
business. Ownership shall be determined by applying Code ss.318, substituting
five (5%) for fifty percent (50%) in subparagraph (C) of Code ss.318(a)(2) in
the case of a corporation. In the case of an unincorporated trade or business,
similar principles shall be applied. Code ss.414(b), (c), and (m) shall not
apply for purposes of determining ownership in the Employer.

         2.27 FORFEITURE is the Nonvested portion of a Participant's Regular
Account determined on the earlier of: (1) total distribution of his accounts
and, (2) his fifth consecutive One Year Break in Service. Forfeiture may be
redefined in the adoption agreement to occur on the last day of the Plan Year in
which falls the Participant's fifth consecutive One Year Break in Service.
Matching Contributions which are attributable to: Excess Contributions under
Code ss.401(k), Excess Deferrals under Code ss.402(g) or Excess Aggregate
Contributions under Code ss.401(m) shall also be Forfeitures. See 4.1(e) and
4.2(e).

         2.28 HIGHLY COMPENSATED EMPLOYEE

         (a) Is any Employee other than Employees who are non-resident aliens
who received no U.S. source income, and who at any time during the current Plan
Year (the "determination year") or the preceding 12 month period (the "lookback
year"):

               (1)  Was a Five Percent Owner (see 2.26),

               (2)  Had pay greater than $75,000, but only if the requirements
                    of paragraph (c) are met,

               (3)  Had pay greater than $50,000 and was a member of the Top
                    Paid Group, but only if the requirements of paragraph (c) of
                    this Section 2.28 are met, or

               (4)  Was an officer who had pay greater than 50% times the
                    defined benefit dollar limitation under Code ss.415(b)(1)(A)
                    as adjusted under Code ss.415(d), but only if the
                    requirements of paragraph (c) are met. No more than 50
                    employees, or if lesser, the greater of 3 employees or 10%
                    of the employees, shall be treated as officers. For the
                    purpose of determining the number of officers, the employees
                    excluded in (b)(1) through (6) shall not be taken into
                    account, although any of such excluded employees can still
                    be treated as an officer under this subparagraph. If no
                    officer is described in this subparagraph, then the highest
                    paid officer of the employer for such year shall be treated
                    as a Highly Compensated Employee.

         (b) Top Paid Group is that group of Employees other than employees who
are non-resident aliens who received no U.S. source income, ranked on the basis
of pay received during the year, who are within the top 20% of such Employees.
In determining the total number of Employees for this purpose the following
Employees shall be excluded:

               (1)  Employees who have not completed six months of service,

               (2)  Employees who normally work less than 17 1/2 hours per week
                    (An Employee is deemed to work more than 17 1/2 hours per
                    week if he works at that threshold for more than 50% of the
                    total weeks worked by such Employee during the year. Weeks
                    that the Employee did not work must be disregarded. This may
                    be applied by the Employer on the basis of groups of
                    Employees who fall within particular job categories),

               (3)  Employees who normally work fewer than six months (This is
                    to be determined on the basis of the facts and circumstances
                    which relate to the Employer as evidenced by the Employer's
                    customary experience in the years preceding the
                    Determination Year. An Employee who works on one day during
                    a month is deemed to have worked that month. This test may
                    be applied by the Employer on the basis of groups of
                    Employees who fall within particular job categories),

               (4)  Employees in collective bargaining units covered by a
                    collective bargaining agreement, but only if 90% or more of
                    the Employees of the Employer are covered under such
                    collective bargaining agreements, and the plan being tested
                    covers only Employees who are not covered under such
                    bargaining agreements.

               (5)  Employees who have not attained age 21, and

               (6)  Former Employees.

         The Employer may elect (on a reasonable and consistent basis) lower age
and service requirements, provided it utilizes this definition of the Top Paid
Group for all purposes, and this election is provided for in all plans
maintained by the Employer. Employees who perform no services are disregarded in
determining the number of Employees in the top paid group and the identity of
the particular Employees in such top paid group.

         (c) The requirements of this paragraph (c) are met only if either (1)
the individual was described in (a)(2), (3) or (4) above in the lookback year or
(2) during the determination year the individual was a member of the group of
100 Employees, other than Employees who are non-resident aliens who received no
U.S. source income, paid the greatest pay by the Employer. The Employer may
elect not to apply the 100 Employee rule.

         (d) A highly compensated former employee will be treated as a Highly
Compensated Employee.

         A highly compensated former employee for a determination year is any
former employee who, with respect to the Employer, had a separation year prior
to the determination year and was a Highly Compensated Employee for either such
employee's separation year or any determination year ending on or after the
employee's 55th birthday.

         An Employee who performs no services for an Employer during the
determination year is treated as a former employee.

         The Employer may make an irrevocable election to use the following
special definition of a highly compensated former employee for employees who
separated from service prior to January 1, 1987: A highly compensated former
employee includes any former employee who separated from service with the
Employer prior to January 1, 1987, and was described in any one or more of the
following groups during either (A) the employee's separation year (or the year
preceding such separation year) or (B) any year ending on or after such
individual's 55th birthday (or the last year ending before such employee's 55th
birthday): (1) the Employee was a Five Percent Owner at any time during the
year, (2) the employee received pay in excess of $50,000 during the year. These
determinations may be made on the basis of the calendar year, the Plan Year, or
any other twelve month period selected by the employer and consistently applied.

         Separation Year is generally the determination year during which the
Employee separates from service. An Employee who performs no services for the
Employer during a determination year will be treated as having separated in the
year he last performed services for the Employer. In addition, solely for
purposes of determining whether an employee is a highly compensated former
employee after he actually separates from service, an employee will have a
deemed separation year if, in a determination year prior to the attainment of
age 55, the employee receives pay in an amount less than 50% of the employee's
average annual compensation for the three consecutive year calendar years
preceding such determination year during which the employee received the
greatest amount of pay from the Employer (or his total period of service, if
less). There will be a deemed resumption of employment only if, after such
deemed separation year, and before the year of actual separation, such
employee's services for and pay from the Employer for a determination year
increase significantly. This is a facts and circumstances determination.

         (e) The $75,000 and $50,000 pay requirements of (a)(2) and (3) above
shall be adjusted for increases in cost of living in accordance with Code
ss.415(d).

         (f) Special Rule. For purposes of testing under Code ss.401(k) or (m),
family members of (i) Five Percent Owners or (ii) Highly Compensated Employees
in the group of the ten Highly Compensated Employees who received the greatest
pay during either the lookback year or the determination year, shall not be
considered as separate Employees and shall have their Compensation or Uniform
Compensation treated as paid to such individual, and any contribution or benefit
on behalf of such family member shall be treated as if it were paid to such Five
Percent Owner or Highly Compensated Employee.

               (1)  Family for this purpose is the Employee's spouse, lineal
                    ascendant or descendants, and the spouses of such lineal
                    ascendant or descendants.

               (2)  Two or more Highly Compensated Employees (or Five Percent
                    Owners) who are members of the same family shall be treated
                    as one Highly Compensated Employee (or Five Percent Owner).

               (3)  An individual who is a family member on any day during the
                    year is treated as a family member throughout that year even
                    if that relationship changes because of divorce.

         (g) The Controlled Group, Affiliated Service Group and Leased Employee
Rules of Code ss.ss. 414(b), (c), (m), (n) and (o) shall be applied before
testing for Highly Compensated Employees under this section. The Separate Line
of Business Rules of Code ss.414(r) shall not be applied in testing for Highly
Compensated Employees.

         (h) The Employer may elect to make the look-back year calculation for a
determination year on the basis of the calendar year ending with or within the
applicable determination year.

         In the case of a calendar year determination year, no separate
determination year calculation is required.

         In the case of a non-calendar year determination year, the
determination year calculation must be made on the basis of the lag period by
which the applicable determination year extends beyond such calendar year; and
in such case the appropriate $50,000 and $75,000 (as adjusted) dollar amounts
must be pro-rated by multiplying the relevant amounts by a fraction, the
numerator of which is the number of months in the lag period, and the
denominator of which is twelve.

         Alternatively, the employer may elect to make the determination year
the same period as the look-back year period described in the immediately
preceding paragraph, and the look-back year the prior calendar year.

         (i) Pay for purposes of this section is the same as Total Compensation
except for the following: (1) deferrals to a cafeteria plan, a cash or deferred
(401(k)) arrangement, a Simplified Employee Pension Plan or Employer
Contributions made pursuant to a salary reduction agreement, without regard to
Code ss.403(b) shall be added back into the definition of pay; (2) pay shall be
measured on the basis of the relevant periods used under this section and not
the Plan Year or any "limitation year"; and (3) the adjusted $150,000 (or
$200,000) limitation does not apply.

         Proposed regulations issued May 10, 1990 permit a Plan to add back into
Uniform Compensation, deferrals under an eligible deferred compensation plan
within the meaning of Code ss.457(b) (deferred compensation plans of state and
local governments and tax-exempt organizations) and employee contributions
(under governmental plans) described in Code ss.414(h)(2) that are picked up be
the employing unit and thus are treated as employer contributions). It is not
clear whether these amounts must be, or even may be, added back into pay for the
purpose of applying the Highly Compensated Employee tests. Unless otherwise
specifically provided under the law, these deferrals and contributions shall not
be so added back for this purpose.

         (j) The Employer may adopt any reasonable rule relating to rounding
calculations or breaking ties among two or more Employees.

         (k) The Employer may elect on a reasonable and consistent basis to
include in the Highly Compensated Employee determination those leased employees
who are otherwise covered by a safe harbor plan described in Code ss.414(n)(5).

         (l) This section shall be applied in accordance with regulations under
the Internal Revenue Code.

         2.29 HOUR OF SERVICE is any and all of (a) hours worked by any Employee
for which he is directly or indirectly paid (or entitled to pay) by the Company
for performance of duties; (b) hours during which an Employee is on Company
approved vacation, holiday, sick leave, jury duty, military duty, layoff or
Company approved leave of absence; and (c) hours for which backpay, irrespective
of mitigation of damages, is either awarded or agreed to by the Company (to the
extent not previously credited); but excludes: (d) hours for which the payment
is made for the purpose of complying with applicable worker's compensation,
unemployment compensation or disability insurance laws, or which reimburses the
Employee solely for medical or medically-related expenses incurred by the
Employee; (e) hours in excess of 501 Hours of Service accrued during any single
period during which the Employee performs no duties.

         Any determination of Hours of Service shall be made in accordance with
the Department of Labor Regulation ss.2530.200b-2(b). Hours of Service shall be
credited to the appropriate period determined by application of Department of
Labor Regulation ss.2530.200b-2(c).

         Hours of Service shall be credited for service with an Affiliate and
for any individual considered an Employee of the Employer or an Affiliate for
purposes of this Plan under Code ss.414(n).

         An Employee who is not paid on an hourly basis or for whom time records
are not kept shall receive credit for Hours of Service based on the equivalency
set forth in the adoption agreement.

         For purposes of this section, "Company" includes a corporation which is
a member of a controlled group of corporations or an affiliated service group,
as defined by Code ss.ss.414(b) and 414(m), respectively, and also includes
trades or businesses defined in Code ss.ss.414(c) and 414(o). Finally, for
purposes of this section, if the Company maintains the plan of a predecessor
employer, service with the predecessor will be counted as service with the
Company.

         2.30 JOINT AND SURVIVOR ANNUITY is an annuity for the life of the
Participant, plus a survivor annuity for the life of his spouse equal to 50% of
the amount of the annuity which is payable during the joint lives of the
Participant and the spouse and which is the actuarial equivalent of a single
annuity for the life of the Participant, reduced by any security interest held
by the Plan by reason of a loan outstanding to such Participant if the reduction
is treated as repayment of the loan; provided, however, that if the Spousal
Consent provisions for Plan Loans are both required and not complied with then
the actuarial equivalent of the survivor portion of the annuity may not be less
than 50% of the Participant's portion of such Annuity, unreduced by the value of
the security interest. The adoption agreement may set the survivor percentage
between 50% and 100%. If the exception to the automatic survivor requirements is
elected in the adoption agreement, this Section 2.30 is not applicable to this
Plan.

         2.31 KEY EMPLOYEE is an Employee and his Beneficiaries who at any time
during the five Plan Years ending on the Determination Date was described in (a)
below as determined in accordance with (b) below.

         (a) An Employee or former Employee who was: (1) an officer of the
Employer or an Affiliate whose annual compensation from the Employer and any
Affiliate was greater than 50% times the maximum dollar amount described in Code
ss.415(b)(1)(A) as adjusted under Code ss.415(d) for such Plan Year; (2) one of
the ten Employees owning (or considered as owning within Code ss.318) the
largest interest in the Employer if such individual's compensation exceeds 100%
of the dollar limitation under Code ss.415(c)(1)(A); (3) a Five Percent Owner;
or (4) a One Percent Owner whose annual compensation from the Employer and any
Affiliate exceeds $150,000.

         (b) In determining Key Employees: (1) no more than fifty (50) Employees
or, if less, the greater of three (3) or ten percent (10%) of all Employees
shall be considered officers; (2) if two Employees in (a)(2) above own the same
interest in the Employer, the Employee having the greater annual Compensation
from the Employer and any Affiliate shall be treated as owning a larger
interest; and (3) the constructive ownership rules of Code ss.318 shall apply to
determine ownership of the Employer. The Committee shall determine who is a key
employee in accordance with Code ss.416(i)(1) and the regulations thereunder as
the same may be amended from time to time, which amendments shall supersede the
provisions hereof.

         (c) Compensation is compensation defined in 2.28(i).

         (d) Employees excluded from determining the number of employees in the
top-paid group under 2.28(b) shall be excluded from the determination of the
number of officers under this section who may be considered to be key-employees.

         2.32 LEASED EMPLOYEE means any person (other than an Employee of the
recipient) who pursuant to an agreement between the recipient and any other
person ("leasing organization") has performed services for the recipient (or for
the recipient and related persons determined in accordance with Code
ss.414(n)(6) on a substantially full time basis for a period of at least one
year, and such services are of a type historically performed by Employees in the
business field of the recipient employer. Contributions or benefits provided a
Leased Employee by the leasing organization which are attributable to services
performed for the recipient employer shall be treated as provided by the
recipient Employer.

         A Leased Employee shall not be considered an Employee of the recipient
if: (i) such employee is covered by a money purchase pension plan of the leasing
organization providing: (1) a nonintegrated employer contribution rate of at
least 10 percent of compensation, as defined in section Code ss.415(c)(3), but
including amounts contributed pursuant to a salary reduction agreement which are
excludable from the employee's gross income under Code ss.ss.125, 402(a)(8),
402(h) or 403(b), (2) immediate participation, and (3) full and immediate
vesting; and (ii) Leased Employees do not constitute more than 20 percent of the
recipient's nonhighly compensated workforce.

         2.33 LIMITATION YEAR is the 12 consecutive month period ending on the
date specified in 1.4 of the adoption agreement.

         2.34 NAMED FIDUCIARY is the Plan Administrator. However the Sponsoring
Employer may appoint a successor Named Fiduciary at any time, provided such
successor Named Fiduciary accepts the responsibilities in writing. A Named
Fiduciary, by written notice, may quit or be removed by the Sponsoring Employer
at any time.

         2.35 NON-HIGHLY COMPENSATED EMPLOYEE is any Employee who is not a
Highly Compensated Employee.

         2.36 NON-KEY EMPLOYEE is any Employee who is not a Key Employee.

         2.37 NONVESTED is that portion of the Regular Account of a Participant
which has not become Vested under Article 6.

         2.38 NORMAL RETIREMENT DATE is the date on which the Participant
attains the age (and other requirements, if any) specified in the adoption
agreement.

         2.39 ONE PERCENT OWNER is any Employee or former Employee who is or was
a person owning (or considered as owning under Code ss.318) more than one
percent (1%) of the Employer. The same rules shall apply in determining
ownership as are described in the definition of Five Percent Owner.

         2.40 ONE YEAR BREAK IN SERVICE is the Plan Year (or if the appropriate
measuring period is the employment year then the employment year) during which
occurs, as of the last day of such Year, a person not completing more than five
hundred (500) Hours of Service. The One Year Break in Service shall be deemed to
have commenced on the first day of such Year. For the sole purpose of
determining whether a One Year Break in Service has occurred, Hours of Service
shall include any period during which an Employee is absent from work by reason
of the pregnancy of the individual or the caring of a child of the individual
immediately following the birth or placement in connection with the adoption of
the child, if such Employee gives timely information to the Plan Administrator
of the reason for the absence and the number of days of such absence. The
Employee shall receive credit for the number of Hours of Service which otherwise
would have been credited but for such absence, or in any case in which such
hours cannot be determined, eight Hours of Service per day of such absence, as
may be necessary to prevent a One Year Break in Service, but not to exceed 501
Hours of Service. Such Hours of Service shall be credited only in the Plan Year
(or employment year if appropriate) in which such absence begins if such Hours
of Service are necessary to prevent a One Year Break in Service in such Year, or
in any other case, the relevant Year immediately following. Notwithstanding the
above, no hours of service shall be credited as set forth above unless the
individual furnishes to the Plan Administrator such timely information as the
Plan Administrator may require to establish that the absence from work was due
to the reasons set forth above and the number of days of absence related to such
reasons.

         2.41 OPTIONAL ACCOUNT is the Account of a Participant which is credited
with his nondeductible Voluntary Contributions. Optional Failsafe Account is the
account of a Participant which is credited with Optional Failsafe Contributions.

         2.42 OWNER EMPLOYEE is an individual who is a sole proprietor, or who
is partner owning more than 10% of either the capital or profits interest of the
partnership.

         2.43 PARTICIPANT is an Employee who becomes entitled to share in a Plan
contribution or benefit because he has met the eligibility conditions of Article
3.

         2.44 PLAN is this Plan, see 1.1, with all amendments.

         2.45 PLAN ADMINISTRATOR is the Committee.

         2.46 PLAN YEAR is specified in the adoption agreement.

         2.47 PRERETIREMENT SURVIVOR ANNUITY is a survivor annuity for the life
of the Surviving Spouse of the Participant where the actuarial equivalent of the
annuity is equal to 100%, or such smaller percentage as set forth in the
adoption agreement, of the Account balance of the Participant as of the date of
death, reduced by the value of any security interest held by the Plan by reason
of a loan outstanding to the Participant if the reduction is treated as a
repayment of the loan; provided, however, that if the Spousal Consent for Plan
loan provisions are both required and not complied with, then the actuarial
equivalent of the annuity may not be less than 50% of such account balance,
unreduced by the value of the security interest. If the exception to the
automatic survivor requirements is elected in the adoption agreement, this
Section 2.47 is not applicable to this Plan.

         2.48 REGULAR ACCOUNT is the Account of a Participant to which his
portion of the Company contribution under 4.1(a) is allocated.

         2.49 ROLLOVER ACCOUNT is the Account of a Participant to which amounts
described in 4.3, if utilized, are allocated.

         2.50 SAVINGS ACCOUNT is the separate account of the Participant to
which Employer Contributions under 4.1(d) are allocated pursuant to Employee
Elections.

         2.51 SELF-EMPLOYED INDIVIDUAL is an individual who has earned income
for the taxable year from the trade or business for which the Plan is
established; also, an individual who would have had earned income but for the
fact that the trade or business had no net profits for the taxable year.

         2.52 SUPER TOP HEAVY PLAN is each Plan in the Required Aggregation
Group contained in the Top Heavy Group where the aggregate Top Heavy Ratio of
such Plans exceeds .9 (90%). If a Plan is in the Permissive Aggregation Group
and this inclusion drops the Top Heavy Ratio of the Top Heavy Group below .9
(90%) then no Plan in such group is Super Top Heavy.

         2.53 SUSPENSE ACCOUNT is, depending upon the context, either: (a) the
Account of a Participant consisting of the Nonvested portion of his Regular
Account, determined during the Plan Year in which the Employee has his or her
benefits paid out in a distribution (which is not a "cash-out" under 4.4.) and
which will be reallocated to the Participant upon his return as an Employee
under 4.4 or (b) the Account of the Employee described in 5.4 consisting of
unallocated Company contributions and Forfeitures until such time as the amounts
are allocated to the accounts of Plan Participants.

         2.54 TOP HEAVY GROUP is the Aggregation Group.

         2.55 TOP HEAVY PLAN is each Plan in the Required Aggregation Group
contained in the Top Heavy Group where the aggregate Top Heavy Ratio of such
Plans exceeds .6 (60%). If a Plan is in the Permissive Aggregation Group and
this inclusion drops the Top Heavy Ratio of the Top Heavy Group below .6 (60%)
then no Plan in such group is Top Heavy.

         2.56 TOP HEAVY RATIO is the decimal equivalent of the fraction, the
numerator of which is the sum, as of the Determination Date, of the present
value of cumulative Accrued Benefits and the value of the Account balances,
derived from Employer and Employee contributions, on behalf of all those
Participants and their Beneficiaries who are Key Employees and the denominator
of which is the sum, as of the Determination Date, of the present value of
cumulative Accrued Benefits and the value of the Account balances, derived from
Employer and Employee contributions, on behalf of all Participants and their
Beneficiaries. Generally, when determining Accrued Benefits and Account balances
include (a) Employer contributions due as of the Determination Date, (b)
aggregate distributions made during the five Plan Years ending on the
Determination Date, and (c) aggregate distributions from any terminated plan
which, if it had not been terminated would have been required to be included in
the Aggregation Group, but exclude (d) any contributions after December 31, l983
constituting a rollover from a Plan not maintained by the Employer or an
Affiliate; (e) any distributions from a Plan which are required to be included
in another Plan of an Employer or an Affiliate; (f) any accumulated Deductible
Employee Contributions pursuant to Code ss.72(o)(5); (g) the Account balance of
a Participant who is a Non-Key Employee but who was a Key Employee with respect
to a prior Determination Date; and (h) the Account balance of a Participant who
has not performed any service for the Employer or Affiliate at any time during
the five Plan Years ending on the Determination Date. For Defined Benefit Plans,
the Top Heavy Ratio shall be determined by substituting the term present value
of cumulative Accrued Benefits for Account balance in the preceding sentence.
The Top Heavy Ratio shall be measured in accordance with Treasury Regulation
1.416-1.

         2.57 TOTAL AND PERMANENT DISABILITY shall be determined by a physician
selected by the Committee. For purposes of this paragraph, a Participant shall
be considered totally and permanently disabled if such Participant incurs a
mental or physical disability which may be expected to result in death or be of
long and indefinite duration and which renders the Participant unable to engage
in any substantial gainful activity. The Committee may, in its discretion,
accept as conclusive the opinion of a qualified and independent physician
selected by the Participant or his or her family.

         2.58 TOTAL COMPENSATION

         (a) For Limitation Years (defined at 1.4) beginning prior to January 1,
1991, unless modified in accordance with (b) below, Total Compensation shall
include: (i) wages, salaries, commissions, tips, bonuses, overtime pay, paid
leaves of absence (such as vacations, holidays, etc.), and any other amounts
received from personal services rendered by a Participant for the Limitation
Year, any of which result from employment with the Employer or an Affiliate, and
without regard to whether or not an amount is paid in cash, (ii) income from
sources outside the United States, (iii) Earned Income (for Self Employed
Individuals), (iv) amounts described in Code ss.ss. 104(a)(3), 105(a) and
105(h), but only to the extent that these amounts are includable in the gross
income of the Employee, (v) amounts paid or reimbursed by the Employer for
moving expenses incurred by an Employee, but only to the extent that these
amounts are not deductible by the Employee under Code ss.217, and (vi) the
amount includable in the gross income of the Employee upon making the election
described in Code ss.83(b).

         Such term excludes (i) contributions made by the Employer to a plan of
deferred compensation to the extent that, before the application of the Code
ss.415 limitations to that Plan, the contributions are not includable in the
gross income of the Employee for the taxable year in which contributed; Employer
contributions made on behalf of an Employee to a simplified employee pension
plan described in Code ss.408(k) to the extent such contributions are deductible
by the Employee under Code ss.219; any distributions from a plan of deferred
compensation regardless of whether such amounts are includable in the gross
income of the Employee when distributed, however, any amounts received by an
Employee pursuant to an unfunded non-qualified plan to the extent such amounts
are includable in the gross income of the Employee are considered as Total
Compensation, (ii) amounts realized from the exercise of a non-qualified stock
option or when restricted stock (or property) held by an Employee either becomes
freely transferable or is no longer subject to a substantial risk of forfeiture;
(iii) amounts realized from the sale, exchange or other disposition of stock
acquired under a qualified stock option; and (iv) other amounts which receive
special tax benefits, such as premiums for group term life insurance (but only
to the extent that the premiums are not includable in the Employee's gross
income), or contributions made by the Employer (whether or not under a salary
reduction agreement) towards the purchase of any annuity contract described in
Code ss.403(b) (whether or not the contributions are excludable from the
Employee's gross income).

         The Employer may, by written resolution, include accrued compensation
as Total Compensation for the limitation year. If this election is made, all
Affiliates which maintain the Plan must make this election. The written
resolution is deemed satisfied if contained in this Plan or in an amendment
thereto. Notwithstanding the foregoing, the accrual method may not be used in
Limitation Years beginning after December 31, 1991.

         (b) For Limitation Years beginning after December 31, 1991, Total
Compensation shall be equal to (I) (II) or (III), whichever is elected in the
adoption agreement. The Sponsoring Employers may elect in the adoption agreement
to utilize one of these definitions for any or all Plan Years beginning prior to
January 1, 1992.

              (I) General Rule. If this is elected, Total Compensation shall be
the amount set forth in subsection (a) above, but adjusted as follows: (i)
exclude income from sources outside the United States, and (ii) utilize the cash
method of accounting. Total Compensation may include amounts earned during the
Limitation Year, but not paid in such year because of the timing of pay periods
if these amounts are paid during the first few weeks of the year.

              (II) Code ss.3121(a) wages. If this is elected, Total Compensation
shall be wages as defined in Code ss.3121(a), for purposes of calculating social
security taxes, but without regard to the wage base limitation in Code
ss.3121(a)(1), the special rules in Code ss.3121(v) (applicable to certain
elective contributions and nonqualified deferred compensation), any rules that
limit covered employment based on the type or location of the Employer, and any
rules that limit the remuneration included in wages based on familial
relationship or based on the nature or location of the employment or the
services performed (such as the exceptions to the definition of employment in
Code ss.ss. 3121(b)(1) through (20)).

              (III) Code ss.3401(a) wages. If this is elected, Total
Compensation shall be wages as defined in Code ss.3401(a) for purposes of income
tax withholding at the source but determined without regard to any rules that
limit the remuneration included in wages based on the nature or location of the
employment or the services performed (such as the exception for agricultural
labor in Code ss.3401(a)(2)).

         (c) In Plan Years beginning after December 31, l988, if Total
Compensation is the relevant definition of compensation for any of the following
purposes: (i) determining a Participant's contribution allocation or benefit
accrual, or Top Heavy minimum contribution or benefit, (ii) performing the ADP
or ACP tests set forth in Code ss.ss. 401(k)(3) and 401(m)(2)(A), or (iii)
working with the permitted disparity (integration) rules of Code ss.ss.
401(a)(5) and 401(l), then solely for such purposes Total Compensation in excess
of $150,000 (or $200,000) (as adjusted pursuant to Code ss.415(d)) for the
specific Plan Year being reviewed, shall not be considered, but in making this
determination, the rules of Plan subsection 2.28(f) shall apply, except that in
applying such rules, the term "family" shall include only the spouse of the
employee and any lineal descendants of the employee who have not attained age 19
before the close of the year.

         If, as a result of the application of such family member aggregation
rules, the adjusted $150,000 (or $200,000) limitation is exceeded, then (except
for purposes of determining the portion of Compensation up to the integration
level if this plan provides for an integrated contribution) the limitation shall
be prorated among the affected individuals in proportion to each such
individual's Compensation as determined under this section prior to the
application of this limitation, unless future regulations or changes in the law
mandate a different method.

         If Total Compensation is to be determined over a period of more than
one year, then the adjusted $150,000 (or $200,000) Total Compensation limit in
effect for each of the years used is determined separately for each such year,
even though the limitation changes under Code ss.415(d) from year to year.

         This limitation shall be applied separately to each group of plans
which are treated as a separate plan and to each separate element in a component
plan.

         (d) For Plan Years beginning prior to 1989, in any Plan Year in which
this Plan is a Top Heavy Plan, Total Compensation shall be limited to the first
$200,000, or such larger amount as prescribed in accordance with ss.416(d)(2) of
the Code.

         2.59 TRUST OR TRUST AGREEMENT is the Trust designated in 1.1, with all
amendments.

         2.60 TRUSTEE is the individual or corporation, appointed by the Company
under the Trust Agreement who accepts the duties and responsibilities for the
management and investment of the Trust Fund in accordance with the terms of the
Trust Agreement.

         2.61 TRUST FUND is the total of contributions made to this Plan,
increased by profits, income, refunds, and other recoveries received, and
decreased by losses and expenses incurred, and benefits paid. Fund or Trust Fund
may also include any assets transferred to the Trust from the qualified trust of
any trust of any other company, H.R. 10 Plan, or an Individual Retirement
Account as provided under the Code.

         2.62 UNIFORM COMPENSATION Uniform Compensation for Self- employed
Individuals shall be Earned Income.

         (a) Generally, Uniform Compensation is equal to Total Compensation
under 2.58, although other definitions may be chosen under the adoption
agreement. However, the accrual method is not permitted even if this method is
used when computing Total Compensation for other purposes in the Plan. The
elections hereunder in the adoption agreement shall not bind the Plan to utilize
that same definition of Uniform Compensation when testing rules set out under
the Code which are not otherwise specifically explained in this Plan document
(e.g. Code ss.ss. 401(a)(4) and 410(b)).

              (I) The adoption agreement may specify the Plan Year, the taxable
year ending within the Plan Year and the Limitation Year ending within the Plan
Year as the computation period for Uniform Compensation for the Plan Year. In
the absence of a specific election, the computation period shall be the Plan
Year.

              (II) The adoption agreement shall specify whether or not to
include amounts paid to the Employee before the Employee is a Participant in
this Plan (e.g. if the Participant enters the Plan on a day other than the first
day of the Plan Year).

         When computing the ADP test of Code ss.401(k)(3) and the ACP test of
Code ss.401(m)(2)(A) Uniform Compensation shall be based on the entire Plan
Year; however, for Plan Years beginning before January 1, 1992, or later if
permitted under law the adoption agreement may limit Uniform Compensation taken
into account to Uniform Compensation paid to the Employee while a Participant.

         (b) For Plan Years beginning before January 1, 1992: Uniform
Compensation shall be either Total Compensation under Plan section 2.58(a) or
W-2 Compensation.

         (c) For Plan Years beginning after December 31, 1991, Uniform
Compensation shall be equal to (I), (II), or (III) below, as modified by (IV)
whichever is elected in the adoption agreement, unless the Alternative
Definition is elected under (V). The Sponsoring Employers may elect in the
adoption agreement to utilize one of these definitions for any or all Plan Years
beginning prior to January 1, 1992.

              (I) General Rule. If this is elected, Uniform Compensation shall
be the amount set forth in 2.58(a), but adjusted as follows: (i) exclude income
from sources outside the United States, and (ii) utilize the cash method of
accounting. Uniform Compensation may include amounts earned during the Plan
Year, but not paid in such year because of the timing of pay periods if these
amounts are paid during the first few weeks of the year.

              (II) Code ss.3121(a) wages. If this is elected, Uniform
Compensation shall be wages as defined in Code ss.3121(a), for purposes of
calculating social security taxes, but without regard to the wage base
limitation in Code ss.3121(a)(1), the special rules in Code ss.3121(v)
(applicable to certain elective contributions and nonqualified deferred
compensation), any rules that limit covered employment based on the type or
location of the Employer, and any rules that limit the remuneration included in
wages based on familial relationship or based on the nature or location of the
employment or the services performed (such as the exceptions to the definition
of employment in Code ss.ss. 3121(b)(1) through (20)).

              (III) Code ss.3401(a) wages. If this is elected, Uniform
Compensation shall be wages as defined in Code ss.3401(a) for purposes of income
tax withholding at the source but determined without regard to any rules that
limit the remuneration included in wages based on the nature or location of the
employment or the services performed (such as the exception for agricultural
labor in Code ss.3401(a)(2)).

              (IV) Safe Harbor Adjustment. If this is elected in the adoption
agreement, then Uniform Compensation shall equal the amount determined in
accordance with the election in (I) (II) or (III), reduced by all of the
following items (even if includable in gross income): reimbursements or other
expense allowances, fringe benefits (cash and non-cash), moving expenses,
deferred compensation, and welfare benefits.

                   (A) Special rule for Self-Employed Individuals which applies
if Safe Harbor Adjustment is used. Notwithstanding the foregoing, the Safe
Harbor Adjustment shall not apply to a Self Employed Individual when determining
his or her Uniform Compensation. For these persons Uniform Compensation is
Earned Income. However, if the Safe Harbor Adjustment is elected in the adoption
agreement, then when calculating Earned Income for such Self Employed Individual
an equivalent alternative compensation amount must be determined for such Self
Employed Individual.

                   (B) The equivalent alternative compensation amount for any
Self Employed Individual is determined by multiplying the Self Employed
Individual's Earned Income by the aggregate Uniform Compensation actually
determined for the Non-Highly Compensated Employees taken into account in
satisfying the requirements of the applicable provision being tested under this
Plan (e.g. including the reductions under the Safe Harbor Adjustment) and
dividing this by the aggregate Uniform Compensation for such Non-Highly
Compensated Employees as determined under any of (d)(I) (II) or (III) and
without taking into account reductions under the Safe Harbor Adjustment. If
Uniform Compensation includes any elective contributions described in (f) or
(f)(I) below, then the Self Employed Individual's Earned Income for this purpose
shall be increased by the amount of elective contributions made by the Employer
on behalf of such Self Employed Individual and the aggregate Uniform
Compensation taken into account under (d)(I) (II) or (III) must include all the
types of elective contributions described in (f) and (f)(I) made by the Employer
to all common-law employees other than Highly Compensated Employees. The amount
taken into account under (d)(I) (II) or (III) may not exceed $200,000 as
determined under the rules of (h) below.

              (V) Alternatively, for Plan Years beginning after December 31,
1991, the adoption agreement may specify that Uniform Compensation shall be
equal to the amount determined under Plan section 2.13. This definition is
permissible only if it is (i) "reasonable", (ii) does not by design favor Highly
Compensated Employees and (iii) satisfies the nondiscrimination requirement set
forth below. A special rule for Self Employed Individuals is also set forth
below. The Sponsoring Employers may elect in the adoption agreement to utilize
one of these definitions for any or all Plan Years beginning prior to January 1,
1992.

                   (A) Whether a definition is reasonable or does not by design
favor Highly Compensated Employees is to be determined by examining all the
facts and circumstances.

                   (B) The alternative definition satisfies the
nondiscrimination requirement if the average percentage of Uniform Compensation
included under the alternative selected for the Highly Compensated Employees as
a group does not exceed by more than a de minimis amount the average percentage
of Uniform Compensation included under the alternative selected of the
Non-Highly Compensated Employees as a group. This test may be run either by
determining the percentages separately for each individual and averaging those
percentages (the denominator of the percentages being the aggregate amount of
Uniform Compensation as determined under any of (c)(I) (II) or (III)), or if the
following does not produce a distortion as of the result of extra weight given
employees with higher compensation in the relevant group, by dividing the
aggregate amount of Uniform Compensation of all employees in the group by the
aggregate amount of Uniform Compensation as determined under any of (c)(I) (II)
or (III) above for such group members.

                   (C) Notwithstanding the foregoing, the Alternative Definition
adopted hereunder shall not apply to a Self Employed Individual when determining
his or her Uniform Compensation. For these persons Uniform Compensation is
Earned Income. However, when calculating Earned Income for such Self Employed
Individual an equivalent alternative compensation amount must be determined for
such Self Employed Individual.

                   (D) The equivalent alternative compensation amount for any
Self Employed Individual is determined by multiplying the Self Employed
Individual's Earned Income by the aggregate Uniform Compensation actually
determined for the Non-Highly Compensated Employees taken into account in
satisfying the requirements of the applicable provision being tested under this
Plan and dividing this by the aggregate Uniform Compensation for such Non-Highly
Compensated Employees as determined under any of (c)(I) (II) or (III) above. If
the alternative definition includes any elective contributions described in (g)
or (g)(I) below, then the Self Employed Individual's Earned Income for this
purpose shall be increased by the amount of elective contributions made by the
Employer on behalf of such Self Employed Individual and the aggregate Uniform
Compensation taken into account under (c) must include all the types of elective
contributions described in (g) and (g)(I) made by the Employer to all common-law
employees other than Highly Compensated Employees. The amount taken into account
under (c) may not exceed $200,000 as determined under the rules of (d) below.

         (d) For Plan Years beginning after 1988, Uniform Compensation may not
exceed $200,000 (or a greater amount determined by the Commissioner of Internal
Revenue), but in making this determination, the rules of Plan subsection 2.28(f)
shall apply, except that in applying such rules, the term "family" shall include
only the spouse of the employee and any lineal descendants of the employee who
have not attained age 19 before the close of the year.

         If, as a result of the application of such family member aggregation
rules the adjusted $200,000 limitation is exceeded, then (except for purposes of
determining the portion of Uniform Compensation up to the integration level if
this plan provides for an integrated contribution) the limitation shall be
prorated among the affected individuals in proportion to each such individual's
Compensation as determined under this section to the application of this
limitation.

         If Uniform Compensation is to be determined over a period of more than
one year, then the annual $200,000 Uniform Compensation limit in effect for each
of the years used is determined separately for each such year, even though the
limitation changes under Code ss.415(d) from year to year.

         The $200,000 limitation shall be applied separately to each group of
plans which are treated as a separate plan and to each separate element in a
component plan.

         (e) For Plan Years beginning prior to 1989, in any Plan Year in which
this Plan is a Top Heavy Plan, Uniform Compensation shall be limited to the
first $200,000 (or such larger amount permitted under law).

         (f) Alternatively for Plan Years beginning prior to January 1, 1992,
the adoption agreement may specify that instead of the above definitions,
Uniform Compensation shall be equal to either (A) regular or base salary or
wages (excluding overtime and bonuses) received during the applicable period by
the Employee, or (B) regular or base salary plus either or both overtime and/or
bonuses received during the applicable period by the Employee.

         (g) If (a), (b) or (c), are operative then, the adoption agreement may
specify that any amount which is contributed by the Employer pursuant to a
salary reduction agreement under a 401(k) arrangement, Cafeteria Plan, SEP or
403(b) annuity shall be included in Uniform Compensation. This also applies to
computations of Earned Income.

              (I) Unless (b) or (f) is applicable, the adoption agreement may
specify that deferrals under an eligible deferred compensation plan within the
meaning of Code ss.457(b) (deferred compensation plans of state and local
governments and tax-exempt organizations), or employee contributions (under
governmental plans) described in Code ss.414(h)(2) that are picked up be the
employing unit and thus are treated as employer contributions) be added back
into Uniform Compensation. This also applies to computations of Earned Income.

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

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

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

         2.63 VALUATION DATE is any date on which the market valuation of the
Trust Fund is made. This valuation shall be made on each Anniversary Date, and
the Committee may, in its discretion, authorize additional Valuation Dates.

         2.64 VESTED is that portion of a Regular Account to which a Participant
has a nonforfeitable interest.

         2.65 VESTING SCHEDULE is the schedule contained in 6.1 which is used to
determine the Vested interest of a Participant in his Regular Account upon a
Break in Service other than by reason of his death, disability, or attainment of
Normal Retirement Age.

         2.66 VOLUNTARY CONTRIBUTIONS are those contributions, if permitted
under 4.2, made by the Participant and held in the Participant's Optional
Account.

         2.67 YEAR OF BENEFIT SERVICE is defined in the adoption agreement.

         2.68 YEAR OF ELIGIBILITY SERVICE is the Employment Year of an Employee,
provided he completes at least 1,000 Hours of Service (or fewer, if so specified
in the adoption agreement) during such Employment Year. The adoption agreement
shall specify whether subsequent computational periods for Years of Eligibility
Service shall be based either upon Plan Years or Employment Years. If Plan Years
are selected then subsequent computational period shall be the Plan Year,
starting with the Plan Year next following his Date of Employment. The
Participant shall receive credit for one Year of Eligibility Service for each
computational period in which he earns at least 1000 Hours of Service, but if
subsequent computational periods are based upon the Plan Year then an Employee
who is credited with 1,000 Hours of Service in both the Employment Year and the
Plan Year next following his Date of Employment shall be credited with two years
of Eligibility Service. For purposes of eligibility under Article 3, Years of
Eligibility Service shall include service with an Affiliate and shall include
Employment Years and Plan Years prior to the Effective Date of this Plan. The
adoption agreement may specify utilization of the elapsed time method.

         When a fractional Year of Eligibility Service is used as the sole
service requirement, Hours of Service measurements will be employed in the
proportion that the fraction specified is to 1000 Hours of Service. Service will
be measured for the fraction of a year specified starting with the first paid
Hour of the Employee. Where the Employee is not credited with the necessary
Hours during the fractional year, another measuring period will begin at the
point the prior measuring period ended.

         Where there is both a full and partial Year of Eligibility Service
requirement, the partial Year shall be measured only after the full Years of
Eligibility Service have been credited. In that case, the partial Year shall be
measured by the number of Months represented by the fraction of a Year
specified, and shall then be measured in accordance with the preceding
paragraph.

         The following provisions shall be utilized if the adoption agreement
specifies the use of the Elapsed Time Method:

         For purposes of determining an Employee's initial or continued
eligibility to Participate in the Plan, (except for periods of service which may
be disregarded on account of the "rule of parity" described in Plan section
3.3(c)) an Employee will receive credit for the aggregate of all time period(s)
commencing with the Employee's first day of Employment or reemployment and
ending on the date a Break in Service begins. The first day of Employment or
reemployment is the first day the Employee performs an Hour of Service. An
Employee will also receive credit for any period of severance of less than 12
consecutive months. Fractional periods of a year will be expressed in terms of
days.

         Break in Service if the Elapsed Time method is utilized, and solely for
purposes of this section, is a period of severance of at least 12 consecutive
months.

         Period of severance is a continuous period of time during which the
Employee is not Employed by the Employer. Such period begins on the date the
Employee retires, quits or is discharged, or if earlier, the 12 month
anniversary of the date on which the Employee was otherwise first absent from
service.

         In the case of an individual who is absent from work for maternity or
paternity reasons, the 12-consecutive month period beginning on the first
anniversary of the first date of such absence shall not constitute a Break in
Service. For purposes of this paragraph, an absence from work for maternity or
paternity reasons means an absence (1) by reason of the pregnancy of the
individual, (2) by reason of the birth of a child of the individual, (3) by
reason of the placement of a child with the individual in connection with the
adoption of such child by such individual, or (4) for purposes of caring for
such child for a period beginning immediately following such birth or placement.

         Each Employee will share in Employer contributions for the period
beginning on the date the Employee commences Participation under the Plan and
ending on the date on which such Employee severs Employment with the Employer or
is no longer a member of an eligible class of Employees.

         2.69 YEAR OF VESTING SERVICE is any Plan Year, beginning with the Plan
Year containing the Employee's Employment Date, during which such Employee
completes at least 1,000 Hours of Service, or fewer, if so specified in the
adoption agreement. For purposes of vesting, Years of Vesting Service shall
include service with an Affiliate and shall include all Plan Years including
Plan Years prior the Effective Date of this Plan, except as specified otherwise
in the adoption agreement. The Sponsoring Employer may specify in the adoption
agreement that the computation period for Years of Vesting Service be based upon
a computation period other than the Plan Year (e.g. the Employment Year of each
Participant) or under the elapsed time method.

         The following provisions shall be utilized if the adoption agreement
specifies the use of the Elapsed Time Method:

         For purposes of determining an Employee's the nonforfeitable interest
in the Participant's Account balance derived from Employer contributions,
(except for periods of service which may be disregarded on account of the "rule
of parity" described in Plan section 6.3(c)) an Employee will receive credit for
the aggregate of all time period(s) commencing with the Employee's first day of
Employment or reemployment and ending on the date a Break in Service begins. The
first day of Employment or reemployment is the first day the Employee performs
an Hour of Service. An Employee will also receive credit for any period of
severance of less than 12 consecutive months. Fractional periods of a year will
be expressed in terms of days.

         Break in Service if the Elapsed Time method is utilized, and solely for
purposes of this section, is a period of severance of at least 12 consecutive
months.

         Period of severance is a continuous period of time during which the
Employee is not Employed by the Employer. Such period begins on the date the
Employee retires, quits or is discharged, or if earlier, the 12 month
anniversary of the date on which the Employee was otherwise first absent from
service.

         In the case of an individual who is absent from work for maternity or
paternity reasons, the 12-consecutive month period beginning on the first
anniversary of the first date of such absence shall not constitute a Break in
Service. For purposes of this paragraph, an absence from work for maternity or
paternity reasons means an absence (1) by reason of the pregnancy of the
individual, (2) by reason of the birth of a child of the individual, (3) by
reason of the placement of a child with the individual in connection with the
adoption of such child by such individual, or (4) for purposes of caring for
such child for a period beginning immediately following such birth or placement.


                        3. ELIGIBILITY AND PARTICIPATION

         3.1. ELIGIBILITY. The Employees Eligible to Participate in this Plan
(or in the various components of the Plan, if different) are specified in the
adoption agreement.

         3.2. PARTICIPATION. Every Employee who is eligible under 3.1 shall
become a Participant in the Plan on his Entry Date only after meeting the
requirements specified under adoption agreement section 3.2. The Employee must
Participate no later than the earlier of: (l) the first day of the plan year
beginning after the date on which the employee has met the minimum age and
service requirements or (2) six months after the date the requirement is met.


         3.3. PARTICIPATION UPON REEMPLOYMENT.

         (a) Unless specified otherwise in the adoption agreement, this Plan
shall not utilize any special break in service rules dealing with the
Participation of reemployed Participants. Therefore, former employees who were
Participants in this Plan and who are reemployed shall immediately be
Participants again and all pre-break service shall be credited for purposes of
determining the date of Participation for all employees who never were
Participants.

         (b) If the adoption agreement specifies that the Break in Service rules
shall apply for Participation then, except as provided in subsections (c), (d)
and (e) below, all service will be taken into account in determining a
Participant's Years of Eligibility Service.

         (c) In computing an Employee's Years of Eligibility Service, in the
case of any Participant who has any One Year Break in Service, service before
such break shall not be taken into account until he or she has completed a Year
of Eligibility Service after his or her return. If a former Participant
completes a Year of Eligibility Service in accordance with this provision, his
or her Participation will be reinstated as of the date of reemployment. If he
shall fail to complete one Year of Eligibility Service, any Employer
contribution allocated to the Participant following the reemployment date shall
be deemed to have been made by mistake and shall be considered to be an advance
contribution of the Employer for the next succeeding Plan Year.

         (d) In computing an Employee's Years of Eligibility Service, in the
case of any participant whose Regular Account is not vested to any extent, Years
of Eligibility Service before any period of consecutive One Year Breaks in
Service will be taken into account only if the number of consecutive One Year
Breaks in Service within such period is less than the greater of: (1) 5, or (2)
the aggregate number of Years of Eligibility Service before such break.

         (e) In the event that the Vesting Schedule in section 6.2 provides for
a vested percentage of one hundred percent (100%) for any Participant with three
or more Years of Vesting Service, then for purposes of computing an Employee's
Years of Eligibility Service, if such Employee has not satisfied service
requirements, if any, set forth in adoption agreement section 3.2 prior to such
One Year Break in Service, service before such break will not be taken into
account.

         3.4. LOSS OF ELIGIBILITY.

         Notwithstanding any other provision in this Plan to the contrary, in
the event that a Participant becomes ineligible to Participate within the
meaning of Plan section 3.1, then that Participant (A) shall be considered to be
a Participant for purposes of receiving Hours of Service credit for Years of
Eligibility Service and Years of Vesting Service; (B) shall be deemed to be
employed by the Company on the last day of the Plan Year of the Company for the
sole purposes of receiving an allocation under Plan sections 5.1, 5.2 and 15.1,
but only if they are actually so employed by the Company on such day, and then
only as to the Plan Year during which such Participant became ineligible; (C)
shall not be considered to have Compensation or Total Compensation after he
became ineligible, except that for the sole purpose of computing Uniform
Compensation over a wage base or dollar figure in section 5.1, if any, which is
used to provide allocations for Participants which are integrated with Social
Security, all Compensation earned during the Plan Year the Participant became
ineligible shall be considered Compensation for the same Plan Year; and (D)
shall not be a Participant for any other purpose in the Plan, unless
specifically set forth to the contrary under this Plan.

         3.5 OMISSION OF ELIGIBLE EMPLOYEE

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

         3.6 INCLUSION OF INELIGIBLE EMPLOYEE

         If, in any Plan Year, any person who should not have been included as a
Participant in the Plan is erroneously included and discovery of such incorrect
inclusion is not made until after a contribution for the year has been made, the
Employer shall not be entitled to recover the contribution made with respect to
the ineligible person regardless of whether or not a deduction is allowable with
respect to such contribution. In such event, the amount contributed with respect
to the ineligible person shall constitute a Forfeiture for the Plan Year in
which the discovery is made. If this Plan does not provide for Forfeitures in
the adoption agreement, any contributions which become Forfeitures by operation
of this section 3.6 shall be used to reduce the Employer contribution for the
relevant Plan Year. In no event shall Elective Contributions or Elective
Deferrals be forfeited. Such contributions made by an Ineligible Employee shall
be returned to such Employee if discovered before such Employee becomes eligible
or shall remain in the Plan if discovered after the Employee has become eligible
to participate in the Plan.


                          4. CONTRIBUTIONS TO THE PLAN

         4.1 EMPLOYER CONTRIBUTIONS

         4.1(a) The Employer contributions to this Plan shall be made in
accordance with section 4.1(a) of the adoption agreement.

         4.1(b) The Employer contribution shall be subject to the limitations,
if any, contained in 5.5 and 5.6 of the Plan.

         4.1(c) During any Plan Year in which the Plan is a Top Heavy Plan, a
contribution necessary to satisfy the Top Heavy requirements of Article 15 shall
be made.

         4.1(d)(1) The Sponsoring Employers may, in the adoption agreement,
activate either (a) or (b) below.

                   (a) Salary Reduction Election. If activated, then, in any
Plan Year, except as hereinafter provided, and subject to the limitations set
forth in Article 5 and this section, each Participant may enter into a written
agreement with the Employer to reduce his Compensation in return for the
Employer making an equal amount of Employer contributions on his behalf. These
Employer Contributions are known as Elective Contributions and Elective
Deferrals.

                   (b) Cash or Deferred Election. If activated, then, in any
Plan Year except as hereinafter provided, and subject to the limitations set
forth in Article 5 and this section, each Participant may enter into a written
agreement with the Employer to take a certain amount of the Employer
Contribution contributed under 4.1(a) and otherwise allocable to his account
under 5.1(a) as an immediate distribution in cash. Amounts subject to this
election and not taken in cash are known as Elective Contributions and Elective
Deferrals.

              (2) The Employer shall, in its sole discretion, determine the
times and periods during each Plan Year, if any, that such Elective
Contributions may be made, the maximum percentage or amount of Uniform
Compensation which may be deferred, the effective periods for necessary
elections, and the amount of Matching Contributions, if any, pursuant to Plan
Section 4.10. The Employer also has complete authority to develop any rules
necessary to administer this section, including rules relating to the timing of
elections and the changing or revoking of elections on more than an annual
basis. The Employer may set forth any such rules and may adopt specific
provisions relating to investment options available to Participants who make 
Elective Contributions under this section. The Employer shall communicate the
terms and conditions under which such elections shall be made a reasonable
period prior to the due dates for any such elections. The Employer's
determinations hereunder shall be carried out by the Plan Administrator.

         The amount of such Elective Contributions may be reduced or eliminated
by action of the Plan Administrator. Each such Elective Contribution shall be
transferred to the Participant's Suspense Account, to be held therein subject to
the distribution rules described in Article 7 hereof and applicable to such
Elective Contributions.

         4.1(e)(1): 402(g) limitation. No Employee may make Elective Deferrals
in excess of the then applicable limitation during any taxable year. This
limitation is equal to the amount described in code ss.402(g) ($7,000 in 1987 as
adjusted for cost-of-living increases pursuant to Code ss.415(d), which raises
the limit to $7,313 for 1988, $7,627 for 1989, and $7,979 for 1990). This limit
is applied to each Participant on the basis of his own tax year. Any deferrals
in excess of this limitation shall be distributed to the Employee no later than
April 15 of the year following the year in which these "excess deferrals"
occurred. The distribution shall include income (or shall be reduced for
losses). The amount of the income (or loss) shall be determined in accordance
with the rules set forth in 4.1(e)(2) (substituting the term Excess Deferral for
Excess Contribution and measuring income in the "gap period" to the date of the
distribution, instead of the last day of the month preceding the distribution).

         Code ss.402(g) applies on an Employee by Employee basis regardless of
the fact that the Employee might Participate in more than one Plan maintained by
unrelated Employers. The Employee must, not later than March 1 of each year
following the year of the "excess deferral", notify the Plan Administrator of
the amount of excess deferrals received by this Plan. The Employer may, in the
adoption agreement change this March 1 date to any date up to April 15 of the
year following the year of the excess deferral, or alternatively may
administratively allow the individual to respond by such later April 15 date.

         4.1(e)(2): PARTICIPANT ELECTIVE CONTRIBUTIONS - SPECIAL DISCRIMINATION
TEST. For each Plan Year, the Committee shall determine whether the Elective
Contributions made by Eligible Employees satisfy one of the following average
deferral percentage ("ADP") tests: (i) The ADP for the Highly Compensated Group
does not exceed 1.25 times the ADP of the Nonhighly Compensated Group; or (ii)
The ADP for the Highly Compensated Group does not exceed the ADP for the
Nonhighly Compensated Group by more than two (2) percentage points (or the
lesser amount prescribed by the Secretary of the Treasury) and the ADP for the
Highly Compensated Group is not more than twice the ADP for the Nonhighly
Compensated Group.

         For purposes of the ADP test, the following rules apply:

         (a) "Highly Compensated Group" means the Eligible Employees who are
         Highly Compensated Employees for the Plan Year.

         (b) "Eligible Employee" means a Participant who is eligible to make
         Elective Contributions, irrespective of whether he actually makes
         Elective Contributions for the Plan Year. An Employee who is unable to
         make a Voluntary or Mandatory Contribution merely because his
         compensation is below a stated amount, or merely because of a
         suspension from the plan due to a distribution, loan, or a non-one time
         election not to participate, or because of limitations under Code
         ss.415, is still an eligible Employee.

         (c) The "ADP" for a group is the average of the separate deferral
         percentages calculated for each Eligible Employee who is a member of
         that group. An Eligible Employee's deferral percentage is equal to his
         Elective Contributions (plus any Qualified Nonelective Contributions or
         Qualified Matching Contributions treated as Elective Contributions)
         allocated to his account for the Plan Year divided by his Uniform
         Compensation. When determining the amount of Elective Contributions for
         this ADP test any Excess Deferrals or Excess Contributions which have
         been distributed in accordance with Code ss.ss. 402(g)(2) and
         401(k)(8), respectively, or have been recharacterized as Employee
         After-Tax Contributions are to be included. However, excess deferrals
         of Nonhighly Compensated Employees are not included in that
         Participant's Elective Contributions for purposes of this ADP test, to
         the extent that such excess deferrals are made under a plan or plans of
         the same Employer.

         (d) The special rules described in Plan Section 2.28(f) for aggregation
         of family members of Five Percent Owners and the top ten paid Highly
         Compensated Employees apply here. When computing the ADP with any
         aggregated family group, such group's deferral percentage shall be:

                  For Plan Years beginning before 1991, either

                  (A)      the greater of (I) the ratio determined by combining
                           the Elective Contributions and amounts treated as
                           Elective Contributions of all the eligible family
                           members who are highly compensated Employees, and
                           (II) the ratio determined by combining such amounts
                           of all eligible family members, divided by the
                           aggregate Uniform Compensation of each member whose
                           contributions are so combined, or

                  (B)      the ratio of the combined Elective Contributions and
                           amounts treated as Elective Contributions of all
                           eligible family members divided by the aggregate
                           Uniform Compensation of such members.

                  For Plan Years after 1990, the amount determined under (B)
                  above.

         (e) The Committee may (in a manner consistent with Treasury
         regulations) determine the deferral percentages of the eligible
         Employees by treating Qualified Nonelective Contributions, Qualified
         Matching Contributions or elective deferrals under a cash or deferred
         arrangement (401(k)) made to this Plan or to any other qualified Plan
         maintained by the Employer, which meet the applicable requirements of
         the Final and Proposed Treasury Regulation ss.1.401(k)-1, as Elective
         Contributions subject to this ADP test.

         (f) Note that the special family member aggregation rule applies for
         determining whether the $150,000 (or $200,000) (as adjusted) cap on
         Uniform Compensation applies for the family member aggregation group.
         In Plan Years beginning after 1989, Compensation over the entire Plan
         Year must be counted; Compensation earned prior to the time that the
         Employee was a Participant may not be disregarded, unless otherwise
         provided under the law.

         (g) "Nonelective contributions" are contributions made by the Employer
         which are not subject to a deferral election by the Employee under a
         Code ss.401(k) arrangement and which are not Matching Contributions.

         (h) "Qualified Nonelective Contributions" are nonelective contributions
         which are one hundred percent (100%) vested and nonforfeitable at all
         times, which are subject to the distribution restrictions described in
         paragraph (k), and which are not distributable on account of Hardship.
         Contributions to the Failsafe Account under 4.10 of this Plan are
         designed to be Qualified Nonelective Contributions. In addition the
         401(k) regulations may permit aggregation with other plans containing
         Qualified Nonelective Contributions which may be used under this plan
         for the ADP test.

         (i) "Matching Contributions" are contributions made by the Employer on
         account of Employee contributions or on account of elective deferrals
         under a Code ss.401(k) arrangement. See 4.9 of this Plan.

         (j) "Qualified Matching Contributions" are matching contributions which
         are one hundred percent (100%) vested and nonforfeitable at all times,
         which are subject to the distribution restrictions described in
         paragraph (k), and which are not distributable on account of Hardship.

         (k) The term "distribution restrictions", generally, means the plan
         will not permit distribution of the accrued benefit attributable to the
         specified contributions except (1) in the event of the Participant's
         death, disability, termination of employment, attainment of age 59 1/2,
         (2) solely for elective contributions under a cash or deferred
         arrangement (and allocable earnings credited to the Participant's
         account as of 12/31/88, or later if permitted by the regulations) in
         the event of financial hardship, (3) a lump sum distribution in the
         event of a plan termination, without establishment of a successor plan,
         or (4) a lump sum distribution in the event of a sale of assets used in
         a trade or business or of a subsidiary. The completion of a stated
         period of participation or the lapse of a fixed number of years are not
         events which shall satisfy the distribution limitations. This paragraph
         shall be applied in accordance with Code ss.ss.401(k)(2)(B) and (10)
         and the regulations thereunder.

         The Employer may, in the adoption agreement, set forth rules, standards
         and other relevant conditions allowing distributions of amounts due to
         this section 4.1(e), which rules shall be in addition to the rules set
         forth in Article 7 of this plan. No distributions shall be permitted
         unless they are made in compliance with Code ss.ss. 401(k)(2)(B) and
         (k)(10) and the regulations thereunder.

         (l) A Highly Compensated Employee's deferral percentage shall include
         applicable deferrals or contributions made on his behalf to any other
         plan maintained by the Employer, but a Nonhighly Compensated Employee's
         deferral percentage shall not include contributions or deferrals
         outside of this Plan unless the Employer treats this Plan and the other
         plan as a unit for coverage and discrimination purposes under the Code.

         (m) "Employer" includes related Employers under Code ss.ss. 414(b),
         (c), (m) and (o), to the extent required under such Code sections.

         (n) This plan specifically incorporates the effective dates under the
         Code ss.ss. 401(k) and 402(g) final and proposed regulations.

Treatment of excess contributions.

         (o) In general. If the Committee determines the Plan fails to satisfy
the ADP test for a Plan year, it shall distribute the excess contributions, as
adjusted for allocable income or loss, no later than the last day of the
succeeding Plan Year. However, the Employer will incur an excise tax equal to
ten percent (10%) (or such other amount as may be imposed by law) of the amount
of excess contributions for a Plan Year not distributed to the appropriate
Highly Compensated Employees by 2 1/2 months following the close of that Plan
Year. The excess contributions are the amount of Elective Contributions (and
amounts treated as Elective Contributions) allocated to the Highly Compensated
Employees which causes the Plan to fail to satisfy the ADP test. The Committee
shall distribute to each Highly Compensated Employee his respective share of the
excess contributions.

         The Committee shall determine the respective shares of excess
contributions by starting with the Highly Compensated Employee(s) who has the
greatest deferral percentage, reducing his deferral percentage to the next
highest deferral percentage then, if necessary, reducing the deferral percentage
of the Highly Compensated Employee(s) at the next highest deferral percentage
(including the deferral percentage of the Highly Compensated Employee(s) whose
deferral percentage the Plan Administrator already has reduced), and continuing
in this manner until the ADP for the Highly Compensated Group satisfies the ADP
test.

         The Committee shall determine the amount of income or loss allocable to
the Highly Compensated Employee's excess contributions by (1) determining the
allocable income for the Plan Year.

         The plan year amount equals: (a) income (or loss) for the plan year
allocable to Elective Contributions (and amounts treated as such); multiplied by
(b) the excess contribution for such Employee and divided by (c) the total
account balance of the Employee attributable to such contributions as of the end
of the plan year minus gains and plus losses allocable to such total for the
plan year.

         Allocable income. To determine the amount of the corrective
distribution required under this Section, the Committee must calculate the
allocable income for the Plan Year in which the excess contributions arose.
"Allocable income" means net income or net loss. To calculate allocable income
for the Plan Year, the Committee will use a uniform and nondiscriminatory method
which reasonably reflects the manner used by the Plan to allocate income to
Participants' Accounts.

         (p) Family member aggregation. If family members are
aggregated in accordance with Plan Section 2.28(f), then

               (A)  if the ADP for such family members was determined under
                    4.1(e)(2)(d)(A) then:

                    (i)  if the family group's deferral percentage is determined
                         under 4.1(e)(2)(d)(A)(I), then the group's excess
                         contribution, if any, is reduced and allocated among
                         the family members in two steps: (1) the deferral
                         percentage of the Highly Compensated Employees is
                         reduced in accordance with normal rules, but not below
                         the deferral percentage of the group of eligible family
                         members who are not Highly Compensated Employees, and
                         (2) if further reduction of the deferral percentage is
                         necessary, by taking into account the contributions of
                         all the eligible family members and allocating the
                         excess in proportion to the Elective Contributions of
                         each family member.

                    (ii) if the family group's deferral percentage is determined
                         under 4.1(e)(2)(d)(A)(II), then the group's excess
                         contribution, if any, is reduced in accordance with
                         normal rules and the excess contributions for the
                         family unit shall be allocated among family members in
                         proportion to the Elective Contributions of each family
                         member which was combined to determine the deferral
                         percentage.

               (B)  if the ADP for such family members was determined under
                    4.1(e)(2)(d)(B), which, if relevant, shall be the case in
                    Plan Years beginning after 1990, then the group's excess
                    contribution, if any, is reduced in accordance with normal
                    rules and the excess contributions for the family group are
                    allocated among the family members in proportion to the
                    Elective Contribution of each family member which was
                    combined to determine the deferral percentage.

         4.1(e)(3) MATCHING CONTRIBUTIONS, AND AFTER-TAX CONTRIBUTIONS - SPECIAL
                   DISCRIMINATION TEST.

         For each Plan Year, the Committee shall determine whether the Aggregate
Contributions made by Eligible Employees satisfy one of the following average
contribution percentage ("ACP") tests: (i)

         The ACP for the Highly Compensated Group does not exceed 1.25 times the
ACP of the Nonhighly Compensated Group; or (ii) The ACP for the Highly
Compensated Group does not exceed the ACP for the Nonhighly Compensated Group by
more than two (2) percentage points (or the lesser amount prescribed by the
Secretary of the Treasury) and the ACP for the Highly Compensated Group is not
more than twice the ACP for the Nonhighly Compensated Group.

         For purposes of the ACP test the following rules apply:

         (a) "Highly Compensated Group" means the Eligible Employees who are
         Highly Compensated Employees for the Plan Year.

         (b) "Eligible Employees" are Employees who are directly or indirectly:

              (i)    Eligible to make Voluntary Contributions or Mandatory
                     Contributions,

              (ii)   Eligible to make Elective Contributions under Code
                     ss.401(k), if taken into account under the ACP test, or

              (iii)  Eligible to receive a Matching Contribution, including
                     matching contributions derived from forfeitures.

         An Employee who is unable to make a Voluntary or Mandatory Contribution
         merely because his compensation is below a stated amount, or merely
         because of a suspension from the plan due to a distribution, loan, or a
         non-one time election not to participate, or because of limitations
         under Code ss.415, is still an eligible Employee.

         (c) The "ACP" for a group is the average of the separate contribution
         percentages calculated for each eligible Employee who is a member of
         that group. An Eligible Employee's "Contribution Percentage" for any
         individual is equal to the sum of his Matching Contributions (but only
         to the extent that these contributions are not used for the ADP test)
         plus his Voluntary Contributions and mandatory contributions (plus any
         Elective Contributions and Qualified Elective Contributions treated as
         Matching Contributions) divided by his Compensation for the Plan Year
         in question.

         (d) The special rules described in Plan Section 2.28(f) for aggregation
         of family members of Five Percent Owners and the top ten paid Highly
         Compensated Employees apply here.

         When computing the ADP with any aggregated family group, such group's
         contribution percentage shall be:

               For Plan Years beginning before 1991, either

               (A)  the greater of (I) the ratio determined by combining such
                    Employee and Matching Contributions and amounts treated as
                    Matching Contributions of all the eligible family members
                    who are Highly Compensated Employees, and (II) the ratio
                    determined by combining such amounts of all eligible family
                    members divided by the aggregate Uniform Compensation of
                    each member whose contributions are so combined, or

               (B)  the ratio of the combined Employee and Matching
                    Contributions and amounts treated as Matching Contributions
                    divided by the aggregate Uniform Compensation of such
                    members.

               For Plan Years after 1990, the amount determined under (B) above.

         (e) The Employer may elect to take Elective Contributions and Qualified
         Nonelective Contributions made under the Plan or any other Plan
         maintained by the Employer (and not utilized in the ADP test) into
         account as Matching Contributions in computing this Contribution
         Percentage to the extent permitted by the regulations under Code ss.ss.
         401(k) and (m).

         (f) "Matching Contributions" are any Employer Contributions made
         because of (i) an Elective deferral under a cash or deferred
         arrangement, (ii) a Voluntary Contribution ,or (iii) Mandatory
         Contributions if required under this Plan. Such term also includes any
         forfeiture allocated on the basis of Voluntary, Mandatory, matching or
         elective deferrals. Contributions allocated to the matching account,
         including those due to reallocated forfeitures, are also matching
         contributions under this Plan.

         (g) "Voluntary Contributions" are after-tax Employee contributions.

         (h) "Mandatory Contributions" are contributions which Employees must
         make in order to participate in this Plan or receive an Employer
         Contribution.

         (i) "Qualified Nonelective Contributions" are nonelective contributions
         which are one hundred percent (100%) vested and nonforfeitable at all
         times, which are subject to the distribution restrictions described in
         paragraph (l), and which are not distributable on account of Hardship.
         Contributions to the Failsafe Account under 4.10 of this Plan are
         designed to be Qualified Nonelective Contributions. In addition the
         401(k) regulations may permit aggregation with other plans containing
         Qualified Nonelective Contributions which may be used under this plan
         for the ACP test.

         (j) "Elective Deferrals" are contributions made to the Plan pursuant to
         Code ss.402(g)(3)(A).

         (k) "Excess Aggregate Contributions" are the excess of (i) the
         aggregate amount of Matching Contributions, Voluntary Contributions and
         Mandatory Contributions (plus Failsafe Contributions and Elective
         Contributions taken into account in computing the Contribution
         Percentage) actually made on behalf of Highly Compensated Employees for
         such Plan Year, over (ii) the maximum amount of such contributions
         permitted under the ACP test.

         (l) The term "distribution restrictions", generally, means the plan
         will not permit distribution of the accrued benefit attributable to the
         specified contributions except (1) in the event of the Participant's
         death, disability, termination of employment, attainment of age 59 1/2,
         (2) solely for elective contributions under a cash or deferred
         arrangement (and allocable earnings credited to the Participant's
         account as of 12/31/88, or later if permitted by the regulations) in
         the event of financial hardship, (3) a lump sum distribution in the
         event of a plan termination, without establishment of a successor plan,
         or (4) a lump sum distribution in the event of a sale of assets used in
         a trade or business or of a subsidiary. The completion of a stated
         period of participation or the lapse of a fixed number of years are not
         events which shall satisfy the distribution limitations. This paragraph
         shall be applied in accordance with Code ss.ss. 401(k)(2)(B) and
         (k)(10) and the regulations thereunder.

                  The Employer may, in the adoption agreement, set forth rules,
         standards and other relevant conditions allowing distributions of
         amounts due to this section 4.1(e), which rules shall be in addition to
         the rules set forth in Article 7 of this Plan. No distributions of the
         specified contributions shall be permitted unless they are made in
         compliance with Code ss.ss. 401(k)(2)(B) and (k)(10) and the
         regulations thereunder.

         (m) A Highly Compensated Employee's contribution percentage shall
         include applicable deferrals or contributions made on his behalf to any
         other plan maintained by the Employer, but a Nonhighly Compensated
         Employee's contribution percentage shall not include contributions or
         deferrals outside of this Plan unless the Employer treats this Plan and
         the other plan as a unit for coverage and discrimination purposes under
         the Code.

         (n) "Employer" includes related Employers under Code ss.ss. 414(b),
         (c), (m) and (o), to the extent required under such Code sections.

         (o) This plan specifically incorporates the effective dates under the
         Code ss.401(m) final and proposed regulations.

         Treatment of excess aggregate contributions.

         (p) In general. If the Committee determines the Plan fails to satisfy
         the ACP test for a Plan year, it shall distribute or forfeit if
         appropriate, the excess aggregate contributions, as adjusted for
         allocable income or loss, no later than the last day of the succeeding
         Plan Year. However, the Employer will incur an excise tax equal to ten
         percent (10%) of the amount of excess aggregate contributions for a
         Plan Year not distributed to (or forfeited by) the appropriate Highly
         Compensated Employees by 2 1/2 months following the close of that Plan
         Year. The excess aggregate contributions are the amount of aggregate
         contributions allocated to the Highly Compensated Employees which cause
         the Plan to fail to satisfy the ACP test. The Committee shall
         distribute to each Highly Compensated Employee his respective share of
         the excess aggregate contributions.

                  The Committee shall determine the respective shares of excess
         aggregate contributions by starting with the Highly Compensated
         Employee(s) who has the greatest contribution percentage, reducing his
         contribution percentage to the next highest contribution percentage of
         any Highly Compensated Employee(s) (but only to the extent necessary to
         comply with the ACP test, if this amount of reduction would be
         smaller), then reducing the next group of Highly Compensated Employees
         who are tied with the greatest remaining contribution percentage
         (including the Highly Compensated Employee(s) who have already been
         reduced) until their contribution percentages are equal to that of the
         next highest Highly Compensated Employee(s), and so on until the ACP
         test has been complied with.

         (q) Family member aggregation. If family members are aggregated in
         accordance with Plan Section 2.28(f), then

               (A) if the ACP for such family members was determined under
               4.1(e)(3)(d)(A) then:

                    (i)  if the family group's contribution percentage is
                         determined under 4.1(e)(3)(d)(A)(I), then the group's
                         excess aggregate contribution, if any, is reduced and
                         allocated among the family members in two steps: (1)
                         the contribution percentage of the Highly Compensated
                         Employees is reduced in accordance with normal rules,
                         but not below the contribution percentage of the group
                         of eligible family members who are not Highly
                         Compensated Employees, and (2) if further reduction of
                         the contribution percentage is necessary, by taking
                         into account the contributions of all the eligible
                         family members and allocating the excess in proportion
                         to the Employee Contributions and Matching
                         Contributions of each family member.

                    (ii) if the family group's deferral percentage is determined
                         under 4.1(e)(2)(d)(A)(II), then the group's excess
                         contribution, if any, is reduced in accordance with
                         normal rules and the excess contributions for the
                         family unit shall be allocated among family members in
                         proportion to the Elective Contributions and Matching
                         Contributions of each family member which was combined
                         to determine the contribution percentage.

               (B) if the ADP for such family members was determined under
               4.1(e)(3)(d)(B), which, if relevant, shall be the case in Plan
               Years beginning after 1990, then the group's excess aggregate
               contribution, if any, is reduced in accordance with normal rules
               and the excess aggregate contributions for the family group are
               allocated among the family members in proportion to the Elective
               Contributions and Matching Contributions of each family member
               which was combined to determine the contributions percentage.

         (r) Excess aggregate contributions (plus income, minus loss) are
         corrected by (1) forfeiting such excess to the extent that it is
         attributable to forfeitable (i.e non fully vested) Matching
         Contributions, and (2) distributing the excess to the extent that it is
         attributable to other Matching Contributions, Employee Contributions or
         to other amounts which are not forfeitable under the terms of the Plan.
         The excess will be apportioned between such Matching Contributions and
         other contributions, if any, on a pro-rata basis. Distributions of
         excess aggregate contributions may be made notwithstanding any other
         provision in the law or in the plan. In addition, Matching
         Contributions during a Plan Year, which are not otherwise treated as
         excess contributions under ss.401(k) or excess aggregate contributions,
         shall be forfeited if the contribution to which the Matching
         Contribution relates is treated as an excess aggregate contribution, an
         excess contribution under Code ss.401(k), or an excess deferral under
         Code ss.402(g).

         The Committee shall determine the amount of income or loss allocable to
the Highly Compensated Employee's excess aggregate contributions by determining
the allocable income for the Plan Year.

         The plan year amount equals: (a) income (or loss) for the plan year
allocable to aggregate contributions (and amounts treated as such); multiplying
by (b) the excess aggregate contribution for such Employee and divided by (c)
the total account balance of the Employee attributable to such contributions as
of the end of the plan year minus gains and plus losses allocable to such total
for the plan year.

         Allocable income. To determine the amount of the corrective
distribution required under this Section, the Committee must calculate the
allocable income for the Plan Year in which the excess contributions arose.
"Allocable income" means net income or net loss. To calculate allocable income
for the Plan Year, the Committee will use a uniform and nondiscriminatory method
which reasonably reflects the manner used by the Plan to allocate income to
Participants' Accounts.

         4.1(e)(4): PROHIBITION AGAINST MULTIPLE USE OF THE ADP AND ACP 2.0
FACTORS.

         (a) If

             (i) any highly compensated Employee is eligible to make Elective
Contributions under a cash or deferred arrangement maintained by the Employer
and contributions to a plan maintained by the Employer subject to Code
ss.401(m),

             (ii) the actual deferral percentage (ADP) of the entire group of
eligible Highly Compensated Employees (HCE) exceeds 1.25 times the actual
deferral percentage ADP of the entire group of eligible non-HCE's,

             (iii) the actual contribution percentage (ACP) of the entire group
of eligible Highly Compensated Employees (HCE) exceeds 1.25 times the ACP of the
entire group of eligible non-HCE's,

             (iv) the sum of the "adjusted ADP" for the entire group of eligible
HCE's plus the "adjusted ACP" for the entire group of eligible HCE's exceeds the
"aggregate limit", and

             (v) the contributions fail such other tests provided under the law
as set forth in future regulations or IRS promulgations,

         then the plan has a prohibited multiple use of the 2.0 ADP and ACP
factors, and this multiple use must be corrected in accordance with subparagraph
(f) below.

         (b) The adjusted ADP shall be determined after using "qualified
         nonelective contributions" and "qualified matching contributions" to
         meet the requirements of the ADP test. This is accomplished by
         adjusting the ADP for corrective distributions of excess deferrals
         (402(g)) and excess contributions (401(k)), without regard to this
         subsection, and after any recharacterization of excess contributions
         required without regard to this multiple use test.

         (c) The adjusted ACP shall be determined after using qualified
         nonelective contributions and elective contributions to meet the
         requirements of the ACP test. This is accomplished by adjusting the ACP
         for corrective distributions of excess deferrals (402(g)), excess
         contributions (401(k)), and excess aggregate contributions (401(m)),
         provided that the use of elective contributions to meet the ACP test is
         limited to the amount necessary to meet the requirements of the plus
         two and times 2 ACP factor test.

         (d) The aggregate limit is equal to the greater of

               (A) the sum of:

                    i)   1.25 times the greater of (A) the ADP for the eligible
                         non-HCE's or (B) the ACP for the eligible non-HCE's,
                         plus

                    ii)  the lesser of (A) 2.0 plus the lesser of the ADP or ACP
                         from i) above, or (B) 2.0 times the lesser of the ADP
                         or ACP from i) above, and

               (B) the sum of:

                    i)   1.25 times the lesser of (A) the ADP for the eligible
                         non-HCE's or (B) the ACP for the eligible non-HCE's,
                         plus

                    ii)  the lesser of (A) 2.0 plus the greater of the ADP or
                         ACP from i) above, or (B) 2.0 times the greater of the
                         ADP or ACP from i) above.

         (e) If the Employer maintains two or more cash or deferred arrangements
         which are not aggregated pursuant to Treasury Regulation
         ss.1.401(k)-1(b)(5), multiple use shall be tested separately with
         respect to each such arrangement subject to ss.401(k) and each plan or
         aggregate group of plans subject to ss.401(m) maintained by the
         Employer. Similarly, if the Employer maintains two or more plans
         subject to ss.401(m) which are not aggregated pursuant to Treasury
         Regulation ss.1.401(m)-1(b)(4), multiple use shall be tested
         separately with respect to each plan subject to ss.401(m) and each
         arrangement or aggregated group of arrangements subject to ss.401(k).

         (f) Correction of prohibited multiple use of 2.0 factors. Multiple use,
         if it exists, must be corrected by the reduction of the actual
         contribution ratios for all HCE's under the plan or arrangements
         subject to reduction. This required reduction shall be treated as an
         excess aggregate contribution under 4.1(e)(C). If excess contributions
         are treated under the plan as recharacterized Employee contributions,
         then such amount will be treated as an excess aggregate contribution
         for this multiple use test.

         4.1.(f). At the discretion of the Employer contributions by the
Employer to the Plan provided for in (a) above, may be made in cash, in
qualifying Employer securities, as defined in ss.407(d)(5) of ERISA, or in
qualifying Employer real property, as defined in ss.407(d)(4) of ERISA, subject
to the limitation that no contribution of qualifying Employer securities or
qualifying Employer real property, or both, by the Employer in any Plan Year
shall be made unless the value of all qualifying Employer securities or
qualifying Employer real property, or both, held by the Trust immediately after
the contribution is not more than fifty percent (50%) (100% if the Plan is
designated as an Eligible Individual Account Plan; 10% if the Plan is designated
as a Money Purchase Pension or Target Benefit Pension Plan) of the value of the
Trust Fund immediately after the contribution.

         4.2 EMPLOYEE CONTRIBUTIONS.

         (a) Unless prohibited in the adoption agreement, then subject to the
consent of the Committee, each Participant in the Plan shall have the right to
make Voluntary Contributions to the Plan from time to time in any amount which
is limited in accordance with Plan Sections 4.1(e)(3) and 4.1(e)(4). The
Participant's Voluntary Contribution shall also be subject to the limitations of
5.5 and 5.6 of the Plan.

         (b) Voluntary Contributions may be made by payroll deductions expressly
authorized by the Participant in writing or by such other method as may be
agreed upon between the Participant and the Employer. Voluntary Contributions
will be turned over to the Trustee by the Employer at such intervals as may be
agreed upon between the Employer and the Trustee.

         (c) In addition to any other account, the Committee shall maintain a
separate Optional Account in the name of each Participant. Such Optional Account
will consist of the Voluntary Contributions of a Participant received by the
Trustee and revalued from time to time as provided in Article 8. At its
discretion, the Committee may instruct and authorize the Trustee to segregate
the assets of the Trust Fund attributable to some or all of the Optional
Accounts. Any amounts in the Participant's Optional Account shall be at all
times fully (100%) Vested.

         (d) Upon thirty (30) days written notice to the Plan Administrator, a
Participant may withdraw from the Trust, as of any Valuation Date, an amount not
to exceed the lesser of (1) the aggregate of the Voluntary Contributions he has
made to date, reduced, however, by any prior withdrawals therefrom, or (2) the
net value of his Optional Account. Any amount in excess of the aggregate of the
Participant's Voluntary Contributions from time to time shall be distributed
only at such time as the Participant is eligible to receive a distribution of
his Vested interest, if any, in his Regular Account. Plan Administrators are
advised that certain distributions made prior to the date the Participant
attains age 59 1/2 may be subjected to an excise tax.

         (e) Special discrimination tests for Voluntary Contributions and
Matching Contributions are set forth at 4.1(e)(3) and 4.1(e)(4) above.

         (f) No contribution will be required of any Participant under this
Plan.

         (g) A separate account will be maintained by the trustee for the
nondeductible employee contributions of each participant.

         (h)  Employee contributions and earnings thereon will be
nonforfeitable at all times.

         4.3. ROLLOVER CONTRIBUTIONS.

         (a) With the written consent of the Committee, and if so provided in
the adoption agreement, any Participant (or non Participant Employee if
permitted in the adoption agreement) may contribute to a Rollover Account for
the Participant either (1) part or all of a Participant's qualifying rollover
distribution as defined in Code ss.402(a) from a qualified retirement plan
maintained by a former Employer, excluding contributions made by the Participant
as a Participant in such plan; or (2) the value of any Individual Retirement
Account as defined in Code ss.408 that was established solely as a conduit for
the qualifying rollover distribution received from a qualified retirement plan
of any former Employer, excluding any contributions made by the Participant to
such plan account or the IRA.

         (b) As a condition to making the rollover contribution, the Participant
shall present a written certification, in form satisfactory to the Committee,
stating substantially: (1) the amount so contributed is an amount described in
(a)(1) or (a)(2) above; (2) no portion of such amount consists of contributions
made by the Participant; and (3) if such amount is being paid by the Participant
personally, it was received within the prior sixty (60) calendar days as a
qualifying rollover distribution from such other plan or Individual Retirement
Account.

         (c) No contribution to a Rollover Account will be accepted which
consists, in whole or in part, of insurance policies with respect to which
future premium payments are or may become due unless the Committee is satisfied
that there are sufficient other assets being transferred so as to make
maintenance of such policies feasible without violation of any limitations set
forth in 9.1.

         (d) Direct Inter-Plan Transfers. Any Participant may, with the written
consent of the Committee, and if so provided in the adoption agreement, direct
the appropriate funding agency or fiduciary of any qualified retirement plan of
a former Employer to distribute directly to the Trustee such Participant's
entire interest in the distributing plan, exclusive of contributions made by the
Participant as an Employee or Participant thereunder. Upon receipt of such a
distribution, the Trustee shall establish a Rollover Account on behalf of the
Participant in whose behalf such distribution was received.

         (e) The adoption agreement may provide that rollovers or direct
transfers to or from the Plan are not allowed.

         4.4. CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED
              PARTICIPANTS/RESTORATION OF FORFEITED ACCRUED BENEFIT.

         (a) If a partially-vested Participant receives a distribution of the
entire present value of the Participant's nonforfeitable Accrued Benefit, the
distribution is completed no later than the close of the second year immediately
following the year the Participant separates from the service of the Employer,
such distribution is made on account of that separation from service (or in the
case where the Employee voluntarily elects to receive the immediate
distribution, the distribution is made on termination of the Employee's
participation in the plan), and the distribution is made before he resumes
employment covered under this plan, then the distribution is a cash-out
distribution. A cash-out distribution shall result in an immediate forfeiture of
the nonvested portion of the Participant's Accrued Benefit. A partially-vested
Participant is a Participant who is not fully vested in his accrued benefits. If
any Participant has no nonforfeitable Accrued Benefit and suffers a forfeiture
of an Accrued Benefit greater than $0, then such Participant shall also be
treated as having received a cash- out distribution, and shall be treated as
having repaid the full amount of the cash-out distribution attributable to
Employer contributions on the date of his reemployment by the Employer.

         (b) RESTORATION AND CONDITIONS UPON RESTORATION. A partially-vested
Participant who is re-employed after receiving a cash-out distribution shall
have the right to repay the Trustee the full amount of the cash-out distribution
attributable to Employer contributions, in which case the Committee must restore
his Accrued Benefit due to Employer Contributions, under the requirements of
this Section 4.4. Subject to the conditions of this Paragraph (b), if a
Participant makes the cash-out distribution repayment, the Committee shall
restore his Accrued Benefit attributable to Employer contributions to the same
dollar amount as the dollar amount of his Accrued Benefit on the Accounting
Date, or other valuation date, immediately preceding the date of the cash-out
distribution, unadjusted for any gains or losses occurring subsequent to that
Accounting Date, or other valuation date. Restoration of the Participant's
Accrued Benefit shall include restoration of all Code ss.411(d)(6) "protected
benefits" with respect to that restored Accrued Benefit, in accordance with
applicable Treasury regulations.

         The Committee shall not restore a re-employed Participant's Accrued
Benefit under this paragraph if:

          (1)  the distribution was on account of the Employee's separation from
               service, and such repayment is not made before the end of
               whichever of the following ends earlier:

                    (a)  Five (5) years after the first day the Participant is
                         subsequently employed, or

                    (b)  The close of the first period of Five Consecutive 1
                         Year "Breaks in Service" commencing after the
                         distribution.

          (2)  the distribution occurs for a reason other than on account of the
               Employee's separation from service, and such repayment is not
               made before 5 years after the date of the distribution, or

          (3)  The distribution was not less than the amount of his accrued
               benefit determined under the same "protected form of benefit" as
               the distribution was made.

         (c) TIME AND METHOD OF RESTORATION. If none of the three (3) conditions
preventing restoration of the Participant's Accrued Benefit applies, the
Committee shall restore the Participant's Accrued Benefit as of the Plan Year
Accounting Date coincident with or immediately following the repayment. To
restore the Participant's Accrued Benefit, the Committee, to the extent
necessary, shall allocate to the Participant's Accounts:

          (1)  First, the amount, if any, of Participant forfeitures of
               terminated Employees of the Employer.

          (2)  Second, the amount, if any, of the Trust Fund net income or gain
               for the Plan Year; and

          (3)  Third, the normal Employer Contribution under 4.1(a) for the Plan
               Year to the extent made under a discretionary formula.

         To the extent the amount(s) available for restoration for a particular
Plan Year are insufficient to enable the Committee to make the required
restoration, the Employer shall contribute, without regard to any requirement or
condition of Section 4.1, such additional amount as is necessary to enable the
Committee to make the required restoration. If, for a particular Plan Year, the
Committee must restore the Accrued Benefit of more than one (1) reemployed
Participant, then the Committee shall make the restoration allocation(s) to each
such Participant's Account in the same proportion that a Participant's restored
amount for the Plan Year bears to the restored amount for the Plan Year of all
re-employed Participants. The Committee shall not take into account the
allocation(s) under this Section 4.4 in applying the limitation on allocation
under Article 5.

         The adoption agreement may provide that such reinstatement shall be
made without the Participant making such repayment.

         The adoption agreement may alternatively provide that no forfeitures
may take place until the conclusion of five consecutive one-year breaks in
service. In this alternative case, a separate account shall be established for
the Participant's interest in the Plan as of the time of the distribution and at
any relevant time the Participant's nonforfeitable portion of the separate
account will be equal to an amount ("X") determined by the formula:

                          X = P(AB + (R x D)) - (R x D)

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

         4.5. DEDUCTIBLE VOLUNTARY CONTRIBUTIONS.

         (a) No Deductible Voluntary Contributions are permitted for Plan Years
beginning after December 31, l986.

         (b) In addition to any other account, the Committee shall maintain a
separate Deductible Voluntary Contribution Account in the name of each
Participant who has made a Deductible Voluntary Contribution.

         (c) Upon thirty (30) days written notice to the Plan Administrator, a
Participant may withdraw from the Trust, as of any Valuation Date, an amount not
to exceed the lesser of: (1) the aggregate of the Deductible Voluntary
Contributions he has made to date, reduced, however, by any prior withdrawals
therefrom and (2) the net asset value of his Deductible Voluntary Contribution
Account. Any amount in excess of the aggregate of the Participant's Deductible
Voluntary Contributions from time to time shall be distributed only at such time
as the Participant is eligible to receive a distribution of his Vested interest,
if any, from his Regular Account, but in no event later than the taxable year in
which the Participant attains age 70 1/2.

         4.6. LIMIT OF DUTY. The Committee, Plan Administrator and Trustee shall
be under no duty to determine the correctness of, or to enforce the collection
of, any Employer or Participant contribution.

         4.7. AGGREGATION OF PROFITS. The Committee shall have the authority to
(but shall not be required to) impose a contribution formula on the Sponsoring
Employers and to aggregate the profits of the Sponsoring Employers for the
purpose of determining the amount of contribution any Employer is permitted to
make. Any Employer, with the consent of the Committee, shall have the right to
make a contribution to the Plan from its accumulated or current profits to be
held for the benefit of the Employees of any other Employer. Any exercise by the
Committee of this discretionary authority granted shall be made subject to the
limitations of Code ss.404(a)(3)(B).

         4.8. TIMING FOR CONTRIBUTIONS. All Employer contributions must be made
within the time prescribed by Code ss.404(a)(6) for obtaining a federal tax
deduction for the Plan Year. Finally, contributions made by Employees as
elective deferrals to a 401(k) plan or voluntary after-tax contributions, must
be deposited into the Trust as soon as administratively feasible, but never
beyond 90 days after receipt.

         4.9 MATCHING CONTRIBUTIONS. The Employer may in addition to each of the
contributions described above, make matching contributions either to encourage
elective contributions under this 401(k) plan, or to encourage voluntary
after-tax contributions if otherwise permitted under this Plan, or both. The
adoption agreement may specify specific terms, conditions, limitations and
vesting requirements for these matching contributions. If the adoption agreement
provides that the amount of matching contribution each year is discretionary
then the Employer may make matching contributions elective contributions at any
specified level. The Employer may set more than one rate.

         If the Employer does not declare that it will make a matching
contribution prior to the time that the Employees under the plan make elections,
then the matching contribution will not be permitted if it is discriminatory in
favor of highly compensated Employees.

         If this Plan is designated as a 401(k) and Thrift Plan, matching
contributions are made only to Eligible Employees under 4.1(e)(2)(b) who make
elective contributions and to Eligible Employees under 4.1(e)(3)(b) who make
Voluntary or Mandatory Contributions; and since matching contributions may be
made as to these two different contribution types, the adoption agreement shall
specify the amount of matching attributable to each type of contribution; or if
the matching contributions are discretionary, the Employer shall make these
determinations administratively. If this Plan is designated as a 401(k) plan,
and not a Thrift Plan, then all matching contributions shall be made only to
Eligible Employees under 4.1(e)(2)(b) who make elective contributions. If this
Plan is designated as a Thrift Plan and not a 401(k) Plan, then all matching
contributions shall be made only to Eligible Employees under 4.1(e)(3)(b) who
make Voluntary or Mandatory Contributions.

         The adoption agreement may specify that only Non-Highly Compensated
Employees or Non-Key Employees receive matching
contributions.

         4.10. FAILSAFE CONTRIBUTIONS. If permitted in the adoption agreement,
the Employer may elect to contribute to the Failsafe Account of each Participant
either a stated dollar amount or a set percentage of each Participant's Uniform
Compensation. Such Contribution must be made no later than the date that will
entitle such Contributions to be taken into account in computing the ADP test
under 4.1(e)(2), if utilized, the ACP test under 4.1(e)(3), if utilized, or the
Multiple use test under 4.1(e)(4), if appropriate. These contributions may, if
so desired, be made only to Non-Highly Compensated Employees or Non-Key
Employees who are eligible Employees under the various tests.

         Notwithstanding section 5.1, contributions made pursuant to sections
4.1(a) may be designated to any extent by the Employer as contributions under
this Section 4.10. The Committee may utilize separate accounts for these
Failsafe contributions; one for the ADP test under Code ss.401(k)(3) and another
for the ACP test under Code ss.401(m).


                 5. ALLOCATION OF CONTRIBUTIONS AND FORFEITURES

         5.1. CONTRIBUTIONS.

         (a) The Employer contribution under 4.1(a), if any, shall be allocated
to those Participants designated as entitled to share in such contribution in
accordance with the adoption agreement. The allocation formula shall also be set
forth in the adoption agreement. Any such allocated amount shall be credited to
the Participant's Regular Account. This Account is subject to the vesting
schedules set forth in adoption agreement section 6.2.

         (b) If the Employer or an Affiliate has, in addition to this Plan,
another Employee benefit plan which is integrated with the Federal Insurance
Contributions Act, then for purposes of this section, the two plans shall be
treated as one plan and the extent of integration for both plans shall not
exceed 100%.

         (c) In any Plan Year in which the Plan is a Top Heavy Plan, there shall
be allocated to each Non-Key Employee's Regular Account the Employer
contribution specified in Plan Subsection 4.1(c).

         (d) The Employer contribution, if any, for the Plan Year under 4.1(d)
in the case of an Elective Contribution made through a Salary Reduction
Election, or the amount otherwise allocated to the Regular Account but treated
as an Elective Contribution under a Cash or Deferred Election pursuant to 4.1(d)
shall be allocated exclusively to that Participant's Savings Account. This
Account shall always be fully vested.

         (e) Matching Contributions under Plan Section 4.9, if any, shall be
allocated to the Participant's Matching Account. This Account shall always be
fully vested, except that the Employer may specify in the adoption agreement
that these contributions will be subject to the vesting schedule under 6.2(b)
(or 6.2(c), if the Plan is Top Heavy).

         (f) Failsafe Contributions under Plan Section 4.10, if any, shall be
allocated to the Participant's Failsafe Account. This Account shall always be
fully vested.

         (g) Employee Voluntary Contributions under Plan Section 4.2 shall be
allocated to that Participant's Optional Account. This Account shall always be
fully vested.

         5.2. FORFEITURES. Forfeitures shall be allocated in the manner set
forth in the adoption agreement.

         5.3. PARTICIPANT DIRECTED INVESTMENTS. The Plan Administrator, in its
sole discretion, may determine that all Participants be permitted to direct the
Trustee as to the investment of all or a portion of their interest in any one or
more of their individual Account balances. If the Plan Administrator so permits,
then Participants may, subject to a procedure established and applied in a
uniform and nondiscriminatory manner, direct the Trustee in writing to invest
any portion of such Accounts in specific assets or other investments permitted
under the Plan. That portion of the Account will be segregated in a special
Directed Investment Account which will not share in Trust earnings and losses
but which will be separately credited with earnings, losses and expenses as well
as any appreciation or depreciation in market value during each Plan Year
attributable to that Account.

         To the extent permitted under ERISA ss.404 and any regulations issued
thereunder, the Trustee is relieved of any fiduciary responsibility for any
portion of a Participant's Account which is held as a Directed Investment
Account.

         5.4. EMPLOYER SUSPENSE ACCOUNT. Any portion of the Employer
contribution and Forfeitures which would be allocated to a Participant's Account
but for 5.5 and 5.6, shall be reallocated among the remaining Participants in
the same manner as provided in 5.1(a). To the extent there remains an amount
which cannot be allocated in that Plan Year, the Committee shall direct the
Trustee to establish a separate Suspense Account on behalf of the Employer for
such amount. The Employer shall allocate the amount in the Suspense Account as
of the next succeeding Plan Anniversary Date and each succeeding Anniversary
Date until it has allocated any and all amounts in the Suspense Account. The
Suspense Account shall not be increased for net gains or decreased by net
losses. Any and all amounts in the suspense account must be allocated and
reallocated to Participants' accounts before any Employer or Employee
contributions may be made to the Plan for that Limitation Year.

         5.5. DEFINED CONTRIBUTION PLAN LIMITATIONS.

         (a) The amount of Annual Additions which can be made to the Combined
Accounts of a Participant for any Limitation Year shall not exceed the lesser
of: (1) 25% of his Total Compensation, and (2) $30,000, or, if greater, one
quarter of the dollar limitation placed on benefits under Defined Benefit Plans
pursuant to Code ss.415(b)(1)(A) as adjusted by Code ss.415(d).

         (b) Annual Additions shall be determined by aggregating all Defined
Contribution Plans maintained by the Employer and all Affiliates during the
Limitation Year.

         (c) The Committee shall return to the Participant before the end of the
Limitation Year any Voluntary Contribution made by the Participant, not
increased by net gains nor decreased by net losses, to the extent necessary to
reduce the Annual Additions for the Limitation Year to the maximum amount
provided in (a) above. Any Employer contribution or Forfeitures which exceed the
maximum amount provided in (a) above shall be allocated under 5.4.

         (d) For the purpose of determining Total Compensation in Paragraph
(a)(1) above, in the case of a Participant:

               (1)  who is Totally and Permanently Disabled;

               (2)  who is not an officer, owner or highly compensated Employee,
                    and

               (3)  with respect to whom the Employer elects in such manner as
                    the Secretary of the Treasury may prescribe to have this
                    Section apply; Total Compensation will include the
                    Compensation such Participant would have received for the
                    Plan Year if such Participant was paid at the rate of
                    Compensation paid immediately before becoming Totally and
                    Permanently Disabled. If the Employer so elects, then all
                    contributions made with respect to amounts treated as
                    Compensation due to such election will be fully vested.

         (e) If the Limitation Year is less than 12 months because of a change
in the Limitation Year, the Annual Additions Limitation will be determined by
multiplying the $30,000 limitation (or larger limitation as the Secretary of the
Treasury may prescribe) by a fraction having as its numerator the number of
months in the short Limitation Year and as its denominator the number 12.

         (f) The limitation under (a)(1) shall not apply to (1) any contribution
for medical benefits (within the meaning of Code ss.419A(f)(2)) after separation
from service which is otherwise treated as an Annual Addition, or (2) any amount
otherwise treated as an Annual Addition to an individual medical account under
Code ss.415(1)(2), maintained by the Employer.

         (g) In the event that the Employer or an Affiliate maintains another
Defined Contribution Plan, then if the Limitations of this Section would be
violated in the aggregate, reductions in the amounts allocated to the
Participant's Accounts shall be made to the extent necessary by reducing
allocations to the Accounts of Participants in the plans and in the order
specified in the adoption agreement.

         (h) Correction of Annual Additions Limitation. If, as a result of a
reasonable error in determining the amount of elective deferrals an Employee may
make without violating the limitations of Sections 5.5 and 5.6 of the Plan, an
Excess Amount results, the Committee will return the Excess Amount (as adjusted
for allocable income) attributable to the elective deferrals. The Committee will
make this distribution before taking any corrective steps pursuant to Sections
4.1(e) and 7.7 of the Plan. The Committee will disregard any elective deferrals
returned under this Section for purposes of Sections 4.1(e) and 7.7.

         5.6. DEFINED BENEFIT AND DEFINED CONTRIBUTION PLAN LIMITATION

         (a) If a Participant is also a Participant in a Defined Benefit Plan
maintained by the Employer or an Affiliate, in any Plan Year in which this Plan
is not a Top Heavy Plan or Super Top Heavy Plan, the decimal equivalent of the
sum of the fractions determined under (1) and (2) below for all Defined Benefit
Plans and Defined Contribution Plans maintained by the Employer and any
Affiliate in which the Participant participates shall not exceed 1.0.

               (1) Defined Benefit Fraction. A fraction, the numerator of which
          is the projected annual benefit of the Participant under all Defined
          Benefit Plans of the Employer and any Affiliate and the denominator of
          which is the lesser of: (A) the product of 1.25 multiplied by the
          maximum dollar limitation determined under Code ss.ss. 415(b) and (d);
          and (B) one hundred forty percent (140%) of the Participant's average
          Compensation for his high three Plan Years, including any adjustments
          under Code ss.415(b). Notwithstanding the above, if the Participant
          was a Participant as of the first day of the first Limitation Year
          beginning after December 31, 1986 in one or more Defined Benefit Plans
          maintained by the Employer or Affiliates which were in existence on
          May 6, 1986, the denominator of this fraction will not be less than
          125% of the sum of the annual benefits under such plans which the
          Participant had accrued as of the close of the last Limitation Year
          beginning before January 1, 1987, disregarding any changes in the
          terms and conditions of the Plan after May 5, 1986. The preceding
          sentence applies only if the Defined Benefit plans individually and in
          the aggregate satisfied the requirements of Code ss.415 for all
          Limitation Years beginning before January 1, 1987.

               (2) Defined Contribution Fraction. A fraction, the numerator of
          which is the sum, as of the end of the Plan Year, of the actual Annual
          Additions to the Participant's Combined Accounts under Defined
          Contribution Plans of the Employer and any Affiliate for the current
          and all prior Limitation Years (including annual additions
          attributable to the Participant's nondeductible Employee contributions
          to all Defined Benefit plans, whether or not terminated, and the
          Annual Additions attributable to all welfare benefits funds under Code
          ss.419(e) and individual medical accounts under Code ss.415(l)(2)) and
          the denominator of which is the sum for such Plan Year and for each
          such prior Year of Service with the Employer and any Affiliate of the
          lesser of (A) the product of 1.25 multiplied by the maximum dollar
          amount of Annual Additions to the Participant's Accounts permitted by
          law or regulation for all Defined Contribution Plans for such Plan
          Year; and (B) thirty-five percent (35%) of the Participant's Total
          Compensation for such Plan Year.

         (b) In any Plan Year in which the Plan is a Top Heavy Plan and the
company contribution under 4.1 (to those Non-key Employees entitled to receive
the defined contribution minimum under 15.1) is not at least four percent (4%)
of each such Non-Key Employee's Total Compensation, the denominator of the
fraction for Defined Benefit Plans and the denominator of the fraction for
Defined Contribution Plans in (a) above shall be determined by substituting 1.0
for 1.25 in (1)(A) and (2)(A) above. If in any Plan Year a non-key Employee is
covered under both a defined contribution and a defined benefit plan then seven
and one-half percent (7 1/2%) shall replace four percent (4%) in the preceding
sentence.

         (c) In any Plan Year in which the Plan is a Super Top Heavy Plan, the
denominator of the fraction for Defined Benefit Plans and the denominator of the
fraction for Defined Contribution Plans in (a) above shall be determined by
substituting 1.0 for 1.25 (1)(A) and (2)(A) above.

         (d) The Annual Addition for any Limitation Year beginning before
January 1, l987 shall not be recomputed to treat all Employee Contributions as
an Annual Addition.

         (e) If the Employee was a Participant as of the end of the first day of
the first Limitation Year beginning after December 31, 1986 in one or more
Defined Contribution Plans maintained by the Employer or an Affiliate which were
in existence on May 6, 1988, the numerator of the Defined Contribution Fraction
will be adjusted if the sum of this fraction and the Defined Benefit Fraction
would otherwise exceed 1.0. Under this adjustment, an amount equal to the
product of (1) the excess of the sum of the fractions over 1.0 times (2) the
denominator of this fraction, will be permanently subtracted from the numerator
of this fraction. The adjustment is calculated using the fractions as they would
be computed as of the end of the last Limitation Year beginning before January
1, 1987, and disregarding any changes in the terms and conditions of the Plan
made after May 5, 1986, but using the Code ss.415 limitation applicable to the
first Limitation Year beginning on or after January 1, 1987.

         (f) The computation of the fractions shall be made in accordance with
regulations, transitional rules, and authoritative IRS promulgations.

         (g) If the limitations of this Plan Section are exceeded, then
contributions to the Defined Contribution Plan and/or benefits from the Defined
Benefit Plan shall be reduced so as to maximize the Employer's deductible
contributions to such plans in the aggregate.

         5.7. AGGREGATE COMPENSATION. The Plan Administrator shall have complete
authority to promulgate uniform rules regarding (1) aggregation of an Employee's
Compensation earned during the Plan year with Compensation paid by any Employer
or affiliate and (2) allocation of an Employee's Compensation to any Employer
based on length of employment of the Employee with such Employer.

         5.8. SEPARATE PLANS OF AFFILIATES. If a Participant of the Employer
transfers to an Affiliate or if an Employee from an Affiliate transfers to the
Employer, then for purposes of allocating Employer contributions and
Forfeitures, Compensation shall include only that Compensation earned by the
Employee while employed by the Employer.


                                   6. VESTING

         6.1 VESTING. Except as otherwise provided in this Plan or adoption
agreement, a Participant shall be fully (100%) vested in the value of each of
his Accounts except his Regular Account.

         6.2. REGULAR ACCOUNT

         (a) A Participant shall be fully (100%) Vested in the value of his
Regular Account upon the occurrence of any of the following events, provided
such event occurs while he is an Employee:

               (1)  his Normal Retirement Date;

               (2)  his death;

               (3)  his Total and Permanent Disability.

               (4) the partial or total termination of this Plan or the complete
discontinuance of Company contributions to this Plan; provided that if a
Participant has separated from service before the Plan so terminates such
Participant has not incurred five consecutive one-year breaks in service and the
Plan has not yet treated such Participant's non-vested Accounts as a Forfeiture,
then his Regular Account shall become 100% vested without regard to whether the
termination occurs while such Participant is an Employee.

               (5) if so provided in the adoption agreement, his early
retirement due to his attainment of his Early Retirement Age, if provided by the
plan. See 2.18.

         (b) A Participant who is not described in (a) above shall, except as
provided in (c) below, be Vested in the value of his Regular Account according
to the Vesting Schedule specified in the adoption agreement.

         (c) For any Plan Year in which the Plan is a Top Heavy Plan, a
Participant not described in (a) above shall be Vested in the value of his
Regular Account in accordance with the Vesting Schedule designated for Top Heavy
Plan Status in the adoption agreement, if such designated schedule is required.

         For any Plan Year in which this Plan is a Top-Heavy Plan, one of the
minimum vesting schedules as elected by the Employer in the adoption agreement
will automatically apply to the Plan. The minimum vesting schedule applies to
all benefits within the meaning of Code ss.4ll(a)(7) except those attributable
to Employee contributions, including benefits accrued before the effective date
of Code ss.4l6 and benefits accrued before the Plan became Top-Heavy.

         Further, no decrease in a Participant's nonforfeitable percentage may
occur in the event the Plan's status as Top-Heavy changes for any Plan Year.
However, this section does not apply to the Accounts of any Employee who does
not have an Hour of Service after the Plan has initially become Top-Heavy and
such Employee's Account balance attributable to Employer contributions and
Forfeitures will be determined without regard to this section.

         (d) The Sponsoring Employers may provide for a transitional vesting
schedule for Plan Years prior to 1989. This shall apply to all Participants who
had one Hour of Service after the effective date of this Plan (or effective date
of this restatement, if this Plan is a restatement).

         6.3. DETERMINATION OF YEARS OF VESTING SERVICE.

         If a former Employee has a One Year Break in Service, is reemployed and
meets the eligibility requirements for participation under Article 3, then the
Years of Vesting Service prior to his or her One Year Break in Service shall be
aggregated with his or her Years of Vesting Service subsequent to such One Year
Break in Service, subject to the following:

         (a) Years of Vesting Service of an Employee prior to a One Year Break
in Service will be taken into account only if that Employee completes a Year of
Vesting Service after his or her return.

         (b) Years of Vesting Service after a Participant has Five Consecutive
One Year Breaks in Service shall not be taken into account in determining the
vested percentage or Vested Amount of such Participant in any Employer
Contribution made prior to the Five Consecutive One Year Breaks in Service.

         (c) In the case of a Participant who is not Vested in his Regular
Account, Years of Vesting Service before any period of consecutive One Year
Breaks in Service will be taken into account only if the number of consecutive
One Year Breaks in Service within such period is less than the greater of:

              (1) 5, or

              (2) the aggregate number of Years of Vesting Service before such
period.

         6.4. EMPLOYEE SUSPENSE ACCOUNT. If any reemployed Participant again
incurs a Break in Service before he is fully (100%) Vested, the Vested portion
of any Suspense Account established in accordance with 4.4 shall be the decimal
equivalent of the fraction, the numerator of which is the Participant's
Nonvested percentage as of the date he incurred a Break in Service minus his
current Nonvested percentage, and the denominator of which is his Nonvested
percentage as of the date he incurred a Break in Service. If the Participant
again terminates employment and becomes reemployed with the Company under
circumstances which result in another Suspense Account being established, the
Participant shall be Vested in his Suspense Account determined as provided in
this paragraph.

         6.5. VESTING AFTER AMENDMENT.

         (a) If an amendment changes the Vesting Schedule of this Plan, or
directly or indirectly affects the computation of the nonforfeitable percentage
of a Participant's benefits derived from Employer contributions, (determined
pursuant to Labor Department Regulations Part 2530) such Participant, who has
completed at least three (3) Years of Vesting Service at the end of the election
period specified below, may make an irrevocable election to have such
Participant's nonforfeitable percentage of Employer contributions computed
without regard to such amendment. The election period shall start on the date
such amendment is adopted, and end 60 days following the latest of the following
dates: (1) the date the amendment is adopted; (2) the date the amendment is
effective; and (3) the date written notice of the amendment is given to the
Participants. If the Participant fails to make an election described above
during the election period, he shall be subject to the Vesting Schedule provided
by the amendment, but shall not forfeit any Vested benefits. The election shall
not be available to a Participant whose nonforfeitable percentage under the
Plan, as amended at any time, cannot be less than such percentage determined
without regard to such amendment.

         (b) If any amendment to the Plan or change in the Company's fiscal year
results in a change in the applicable computation period for calculating a
Participant's Years of Vesting Service, the nonforfeitable percentage of the
Participant's benefit derived from Employer contributions shall not be less on
any date after such change than such nonforfeitable percentage would be in the
absence of such change. Double crediting of service shall not be required unless
failure to do so would violate the terms of this paragraph.

         (c) If a Participant is not credited with at least one Hour of Service
in any Plan Year beginning after 1988 (or such later year that ss.1113 of the
Tax Reform Act of 1986 first applies) then paragraph (a) shall be amended by
deleting the words "three (3) Years" and inserting "five (5) Years".


                                 7. DISTRIBUTION

         7.1. DISTRIBUTION COMMENCEMENT DATE.

         (a) Subject to (b), (c) and 7.3 and 7.7 below, the Committee shall set
the starting date of distribution from the Regular, Optional and other Accounts
of the Participant for as soon as administratively practicable following the
date or events set forth in the adoption agreement. The adoption agreement may
also specify that different Accounts of a single Participant, or portions of the
Participant's Accounts, are subject to different distribution starting dates.

         (b) Distribution of the accounts of a Participant shall begin within 60
days after the latest of: (1) the last day of the Plan Year in which he attained
age 65; (2) the last day of the Plan Year in which he dies or terminates his
employment with the Company; and (3) the tenth anniversary of the year in which
the Participant commenced participation in the Plan. A Participant may elect, in
writing, to defer the date distribution is otherwise required to begin under
this Paragraph, if such deferral is in compliance with (c) below. The failure of
a Participant and spouse to consent to a distribution while a benefit is
immediately distributable under Plan section 7.7 is deemed to be an election to
defer commencement of payment of any benefit sufficient to satisfy this section.

         (c) Distribution of the accounts of a Participant shall begin no later
than that Participant's required beginning date. Generally, each Participant's
required beginning date is April 1 of the calendar year following the calendar
year in which the Participant attains age 70 and 1/2. For Participant's who
attain age 70 and 1/2 before January 1, 1988, the required beginning date (I) if
the Participant is not a Five Percent Owner is the April 1 of the calendar year
following the calendar year in which the later of retirement or attainment of
age 70 and 1/2 occurs; and (II) if the Participant is a Five Percent Owner
during any year beginning after December 31, 1979 is April 1 of the calendar
year following the calendar year in which the Participant attains age 70 and 1/2
or the earlier of the calendar year with or within which ends the Plan Year in
which the Participant becomes a Five Percent Owner or the calendar year in which
the Participant retires. The required beginning date of a Participant who is not
a Five Percent Owner who attains age 70 and 1/2 during 1988 and who has not
retired as of January 1, 1989, is April 1, 1990. An individual is treated as a
Five Percent Owner under this subsection if that individual meets the
requirements of section 2.26 at any time during the Plan Year ending with or
within the calendar year in which such owner attains age 66 and 1/2 or any
subsequent Plan Year.

         Notwithstanding the above, the Committee shall defer the distribution
of a Participant who was eligible to make and who made a timely election which
complied with the requirements of ss.242(b) of the Tax Equity and Fiscal
Responsibility Act of l982, as amended, in accordance with such election,
provided that the deferral was permitted by the Code and the Plan at the time of
election and the deferral would not otherwise disqualify the Plan. If a valid
election later fails to meet the requirements of such ss.242(b), the Committee
shall immediately begin distribution in accordance with 7.2 and 7.3. If this
designation is revoked or changed (other than through the mere substitution or
addition of another beneficiary which does not alter the period over which
distributions are to be made under the designation directly or indirectly) the
Trust must distribute by the end of the calendar year following the calendar
year of revocation or change the total amount not yet distributed which would
have been required to have been distributed under Code ss.401(a)(9) and the
regulations (as set forth under 7.3., including in Calendar Years beginning
after December 31, 1988 the rules set forth in Treasury Regulation
ss.1.401(a)(9)-2. In the case in which an amount is transferred or rolled over
from one plan to another plan the rules in Treasury Regulation ss.1.401(a)(9)-1,
Q&A J-2 and J-3 shall apply.

         To the extent that distributions are required under this subsection,
they shall be made in accordance with the minimum distribution rules contained
in Treasury Regulation ss.1.401(a)(9)-1 and the incidental benefit rules
contained in Treasury Regulation ss.1.401(a)(9)-2, and these provisions as well
as all transitional rules and effective dates are incorporated by reference
herein.

         (d) Notwithstanding any provisions of this Plan to the contrary (except
Plan Sections 7.1(b) and 7.3) in no event shall the distribution of benefits be
made to a Participant so as to cause the Trust to incur any penalty or
capitalization charge for early withdrawal or premature liquidation of an
investment. The Trustee shall make every reasonable effort to comply with any
Participant request for distribution of benefits under the Plan and shall
attempt, insofar as possible, to structure investments so as to anticipate the
liquidity needs of the Trust with respect to benefit payments.

         7.2. FORM OF DISTRIBUTION.

         (a) Except as otherwise provided in this Section or in Section 7.7, all
distributions under this Plan shall be made in one of or a combination of the
forms of distribution permitted under the adoption agreement, and as selected by
the Participant. The distribution options set forth in the adoption agreement
are available only if the present value of the Participant's nonforfeitable
Accrued Benefit, at the time of the distribution to the Participant, exceeds
$3,500. Any annuity contract distributed herefrom shall be nontransferable, and
shall comply with the terms and requirements of this Plan.

         (b) Distributions described in Subsection (a) may be made in cash or in
kind or partly in each, provided that distributions made in kind will be
distributed at fair market value.

         (c) If the Participant dies before his vested account balances are
completely distributed to him, then such vested account balances shall be paid
in full to that Participant's surviving spouse, or to a designated beneficiary
pursuant to a "Qualified Election", described in Subsection (d)(4) below. The
amount to be paid shall be reduced by any security interest held by the Plan by
reason of a loan outstanding to such Participant.

         (d) Notwithstanding the foregoing, if (i) this Plan is a Pension Plan,
or if the adoption agreement so designates that the Survivor Annuity rules
automatically apply, or (ii) with respect to any Participant: (A) the Plan
contains an option to pay benefits in the form of a life annuity and the
Participant exercises his option to select a Life Annuity, or (B) the Plan is a
direct or indirect transferee of a Pension Plan or a Stock Bonus or Profit
Sharing Plan which under law is required to provide for a life annuity form of
payment to the Participant, or if this Plan is used to offset benefits in any
Plan which under law is required to provide for a life annuity form of payment
to the Participant; then for that specific Participant and for those specific
funds the following distribution rules shall apply:

              (1) The provisions of this Subsection (d) shall apply to any
Participant who is credited with at least one Hour of Service with the company
on or after August 23, 1984. Subject to (e) below, Participants not covered
hereunder may elect the distribution options described above.

              (2) Unless an optional form of benefit is selected pursuant to a
qualified election within the 90-day period ending on the Annuity Starting Date,
a Participant's vested account balance will be paid in the form of a joint and
survivor annuity. The Participant may elect to have such annuity distributed
upon attainment of the earliest retirement age under the Plan.

              (3) Unless an optional form of benefit has been selected within
the election period pursuant to a qualified election, if a participant dies
before the Annuity Starting Date, then 100% of the participant's vested account
balance shall be applied toward the purchase of a Preretirement Survivor Annuity
for the life of the surviving spouse. The surviving spouse may direct the
commencement of benefits under this Preretirement Survivor Annuity within a
reasonable time after the Participant's death.

              (4) Definitions for purposes of this section:

                   (A) Election period: The period which 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 participant separates from service prior to the
first day of the plan year in which age 35 is attained, with respect to the
account balance as of the date of separation, the election period shall begin on
the date of separation. The adoption agreement may specify that Participants who
will not have attained age 35 by the end of any current Plan Year may elect an
optional form of benefit other than a Preretirement Survivor Annuity if such
elections cease to apply upon the beginning of the Plan Year in which the
Participant attains age 35, the notice requirements of (5) below are met and the
waiver is made pursuant to a Qualified Election. Preretirement Survivor Annuity
coverage will be automatically reinstated as of the first day of the Plan Year
in which the Participant attains age 35, subject to new waivers made in full
compliance with this Section 7.2.

                   (B) Earliest retirement age: The earliest date on which,
under the plan, the participant could elect to receive retirement benefits. If
the Plan provides for distributions of voluntary contributions which commence
upon the Participant's separation from service, the earliest retirement age is
the earliest age at which the Participant could separate from service and
receive a distribution. The death of the Participant is treated as a separation
from service. If the Plan provides for in-service distributions, the earliest
retirement age is the earliest age at which an in-service distribution may be
made. If the Plan provides for both types of distributions, the earliest
retirement age is the earlier of the age determined under the separate rules
above.

                   (C) Qualified election: A waiver of a Joint and Survivor
Annuity or a Preretirement Survivor Annuity. The waiver must be in writing and
must be consented to by the participant's spouse. Any waiver of these annuities
shall not be effective unless: (a) the Participant's spouse consents in writing
to the election; (b) the election designates a specific beneficiary, including
any class of beneficiaries or any contingent beneficiaries, which may not be
changed without spousal consent (or the spouse expressly permits designations by
the Participant without any further spousal consent); (c) the spouse's consent
acknowledges the effect of the election ; and (d) the spouse's consent is
witnessed by a Plan Representative or a notary public. Additionally, a
Participant's waiver of the Joint and Survivor Annuity shall not be effective
unless the election designates a form of benefit payment which may not be
changed without spousal consent (or the spouse expressly permits designations by
the Participant without any further spousal consent). Notwithstanding this
consent requirement, if the participant establishes to the satisfaction of a
plan representative that such written consent may not be obtained because there
is no spouse, the spouse is legally incompetent and the legal guardian of such
spouse consents, the Participant and spouse are legally separated or the
Participant has been abandoned under local law and the Participant has a court
order to that effect and a Qualified Domestic Relations order does not provide
to the contrary, or the spouse cannot be located, then a waiver will be deemed a
qualified election.

         Any consent necessary under this provision (or the establishment that
consent of such spouse is not required) shall be effective only with respect to
such spouse. A consent that permits designations by the Participant without any
requirements of further consent of such spouse must acknowledge that the spouse
has the right to limited consent to a specific beneficiary, and a specific form
of benefit where applicable, and that the spouse voluntarily elects to
relinquish either or both of such rights. A revocation of a prior waiver may be
made by a Participant without the consent of the spouse at any time before the
commencement of benefits. The number of revocations shall not be limited. No
consent obtained under this provision shall be valid unless the Participant has
received the required notices.

         After the Participant's death, and subject to Plan Section 7.3, a
beneficiary may, if the choice is unanimous among all designated beneficiaries
change the optional form of benefit if payments of the benefit have not
commenced.

                   (D) Spouse (surviving spouse): The spouse or surviving spouse
of the participant, provided that a former spouse will be treated as the spouse
or surviving spouse to the extent provided under a qualified domestic relations
order as described in ss.414(p) of the Code. Except as provided in a Qualified
Domestic Relations Order, if a Participant divorces his spouse prior to the
Annuity Starting Date, any elections made while the Participant was married to
his former spouse remain valid unless the Participant changes them or is
remarried. The Sponsoring Employer may, in the adoption agreement, provide that
no individual shall be considered to be a spouse or surviving spouse unless he
or she was married to the Participant for a least one year ending on the date of
the participant's death or if earlier the Annuity Starting Date.

                   (E) Annuity Starting Date: is the first day of the first
period for which an amount is paid as an annuity or any other form.

              (5) Notice Requirements.

                   (A) In the case of a Joint and Survivor Annuity as described
in Subsection (b), the Plan Administrator shall provide each participant no less
than 30 days and no more than 90 days before the Annuity Starting Date a written
explanation of: (i) the terms and conditions of a joint and survivor annuity;
(ii) the participant's right to make and effect of an election to waive the
joint and survivor annuity form of benefit; (iii) the rights of a participant's
spouse; (iv) the right to make, and the effect of, a revocation of a previous
election to waive the Joint and Survivor Annuity; (v) a general explanation of
the eligibility conditions and other material features of the optional forms of
payment; and (vi) sufficient additional information to explain the relative
value of the optional forms of benefits available under the Plan.

                   (B) In the case of a Preretirement Survivor Annuity, the Plan
Administrator shall provide each Participant a written explanation of such
annuity in such terms and in such manner as would be comparable to the
explanation provided for meeting the requirements of the preceding paragraph
relating to a Joint and Survivor Annuity. Such notice shall be provided in the
period described in (I) through (V) below and which, with respect to a
Participant, ends last:

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

                       (II) a reasonable period after the individual becomes a
Participant;

                       (III) a reasonable period ending after the Plan ceases to
fully subsidize the cost of the Preretirement Survivor Annuity with respect to
the Participant, in the case of a Participant who had been subject to full
subsidization of these annuities; and

                       (IV) a reasonable period ending after the Preretirement
Survivor Annuity and Joint and Survivor Annuities of this section first applies
to the Participant.

         Notwithstanding the foregoing, notice must be provided in the case of a
Participant who separates from service before attaining age 35, within the two
year period beginning one year prior to separation and ending one year after
separation. If such Participant later returns to service with the Employer, the
applicable period for receipt of notice shall be redetermined.

         For purposes of this subparagraph (B), a reasonable period ending after
the enumerated events described in (II) (III) and (IV) is the end of the
two-year period beginning one year prior to the date the applicable event occurs
and ending one year after that date.

                   (C) Notwithstanding the other requirements of this Subsection
(5), the respective notices prescribed by this section need not be given to a
participant if (1) the plan "fully subsidizes" the costs of a joint and survivor
annuity or preretirement survivor annuity, and (2) the plan does not allow the
Participant to waive the Joint and Survivor Annuity or Preretirement Survivor
Annuity and does not allow a married Participant to designate a nonspouse
beneficiary. For purpose of this Subsection, a plan fully subsidizes the costs
of a benefit if no increase in cost, or decrease in benefits to the Participant
may result from the Participant's failure to elect another benefit.

         (e) Special Transitional Rules.

              (1) If any Participant meets all of the following tests, then the
rules set forth in (C) and (D) below shall apply:

                   (i) The Participant had at least one Hour of Service under
this Plan or a Predecessor Plan on or after September 2, 1974;

                   (ii) The Participant separated from service prior to the
first Plan Year beginning after December 31, 1975, and was not reemployed after
such date;

                   (iii) As of August 23, 1984, the Participant was alive; and

                   (iv) As of August 23, 1984, the Participant's Annuity
Starting Date had not occurred.

              (2) If any Participant meets all of the following tests, then the
Participant may elect to have the Preretirement Survivor Annuity Rules of
subsections (a) through (e) above apply to his distributions; and in addition
the rules of (3) below shall apply:

                   (i) The Participant had at least one Hour of Service under
this Plan or a Predecessor Plan in the first Plan Year beginning on or after
January 1, 1976;

                   (ii) The Participant has had no Hours of Service with this
Plan or a Predecessor Plan on or after August 23, 1984;

                   (iii) When the Participant separated from service he had a
nonforfeitable right to any portion of his Account Balance derived from Company
contributions, and also had at least 10 Years of Eligibility Service under the
Plan;

                   (iv) As of August 23, 1984, the Participant was alive; and

                   (v) As of August 23, 1984, the Participant's Annuity Starting
Date had not occurred.

              (3) The respective opportunities to elect (as defined in
Subsections (f)(2) and (f)(4) must be afforded to the appropriate participants
during the period commencing on August 23, 1984, and ending on the date benefits
would otherwise commence to said participants.

              (4) Any participant who is covered under Subsection (f)(1) of this
article shall have his or her benefits distributed in accordance with all of the
following requirements if benefits would have been payable in the form of a life
annuity if he so elects:

                    A.   Automatic joint and survivor annuity. If benefits in
                         the form of a life annuity become payable to a married
                         participant who:

                         (i)   begins to receive payments under the plan on or
                               after normal retirement age; or

                         (ii)  dies on or after normal retirement age while
                               still working for the employer; or

                         (iii) begins to receive payments on or after the
                               qualified early retirement age; or

                         (iv)  separates from service on or after attaining
                               normal retirement age (or the qualified early
                               retirement age) and after satisfying the
                               eligibility requirements for the payment of
                               benefits under the plan and thereafter dies 
                               before beginning to receive such benefits;

         then such benefits will be distributed under this plan in the form of a
joint and survivor annuity, unless the participant has elected otherwise during
the election period. The election period must begin at least 6 months before the
participant attains qualified early retirement age and end not more than 90 days
before the commencement of benefits. Any election hereunder will be in writing
and may be changed by the participant at any time.

              B. Election of early survivor annuity. A participant who is
employed after attaining the qualified early retirement age will be given the
opportunity to elect, during the election period, to have a survivor annuity
payable on death. If the participant elects the survivor annuity, payments under
such annuity must not be less than the payments which would have been made to
the spouse under the joint and survivor annuity if the participant had retired
on the day before his or her death. Any election under this provision will be in
writing and may be changed by the participant at any time. The election period
begins on the later of (1) the 90th day before the participant attains the
qualified early retirement age, or (2) the date on which participation begins,
and ends on the date the participant terminates employment.

              C. For purposes of this Subsection (f)(4) qualified early
retirement age is the latest of:

                  (i)   the earliest date, if any, under the plan, on which the
                        participant may elect to receive retirement benefits,

                  (ii)  the first day of the 120th month beginning before the
                        participant reaches normal retirement age, or

                  (iii) the date the participant begins participation.

         7.3. TIMING OF DISTRIBUTION. Any distribution commenced under 7.1 in
the manner described in 7.2, shall be distributed in accordance with the
following restrictions:

         (A) Minimum Distribution Requirements for Participants. The Committee
shall not direct the Trustee to distribute the Participant's Nonforfeitable
Accrued Benefit, nor shall the Participant elect to have the Trustee distribute
his Nonforfeitable Accrued Benefit, under a method of payment which, as of the
Required Beginning Date (set forth at Plan section 7.1(c)), does not satisfy the
minimum distribution requirements under Code ss.401(a)(9) and Treasury
Regulationss.ss.1.401(a)(9)-1 and 1.401(a)(9)-2. Generally, the minimum
distribution for a calendar year equals the Participant's Nonforfeitable Accrued
Benefit as of the latest valuation date preceding the beginning of the calendar
year divided by the lesser of (1) the Participant's life expectancy or, if
applicable, the joint and last survivor expectancy of the Participant and his
designated Beneficiary (in computing a minimum distribution, the Committee shall
use the unisex life expectancy multiples under Treasury Reg. ss.1.72-9 Tables V
and VI or such other tables as may be permitted under law), and (2)(a) if the
distribution is not in the form of a Joint and Survivor Annuity, the Minimum
Distribution Incidental Death requirement divisor or maximum period certain set
forth in ss.1.401(a)(9)-2, or (b) if the distribution is in the form of a Joint
and Survivor Annuity, the factor in (1) shall be used as the denominator, and
the Survivor Annuity portion may not exceed the applicable percentage set forth
under such regulations.

         The Committee, shall compute the minimum distribution for a calendar
year subsequent to the first calendar year for which the Plan requires a minimum
distribution by redetermining the applicable life expectancy(s) of the
Participant and his Spouse. The Committee may not redetermine the joint life and
last survivor expectancy of the Participant and a nonspouse designated
Beneficiary in a manner which takes into account any adjustment to a life
expectancy other than the Participant's life expectancy. The Participant may by
written election cause the Plan not to recalculate his life expectancy, his
spouse's life expectancy, or both. This election must be made no later than the
date that distribution is first required under this part (A) or part (B) below.

         If the Participant's spouse is not his designated Beneficiary, the
Committee shall not direct the Trustee to distribute the Participant's
Nonforfeitable Accrued Benefit, nor shall the Participant elect to have the
Trustee distribute his Nonforfeitable Accrued Benefit, under a method of payment
which provides more than incidental benefits to the Beneficiary. The incidental
death benefit rules are generally covered above and are contained in Treasury
Regulation ss.1.401(a)(9)-2, and the Committee will administer the plan in a
manner consistent with such regulations. For Calendar Years beginning before
January 1, 1989, the method of distribution must assure that at least 50% of the
present value of the amount available for distribution is paid within the life
of the Participant. The Committee shall determine whether benefits to the
Beneficiary are incidental as of the date the Trustee is to commence payment of
the retirement benefits to the Participant, or as of any date the Trustee
redetermines the payment period to the Participant.

         If separate beneficiaries are named as beneficiaries of separate
Accounts, then these rules shall be applied separately to each such Account.

         (B) Minimum Distribution Requirements for Beneficiaries. If the
Participant's death occurs after his Required Beginning Date or, if earlier, the
date the Participant commences an irrevocable annuity, the portion of the
Participant's benefit which has not been distributed shall be distributed to the
Beneficiary at least as rapidly as under the method of payment being used as of
the date of his death. If the Participant's death occurs prior to his Required
Beginning Date, and the Participant had not commenced an irrevocable annuity,
the method of payment to the Beneficiary must provide for completion of payment
to the Beneficiary over a period not exceeding: (i) five (5) years after the
date of the Participant's death (this period will expire on December 31 of the
calendar year which contains the fifth anniversary of the Participant's death);
or (ii) if the Beneficiary is a designated Beneficiary, the designated
Beneficiary's life expectancy. The Committee shall not direct payment of the
Participant's Nonforfeitable Accrued Benefit over a period described in clause
(ii) unless the Trustee will commence payment to the designated Beneficiary no
later than the December 31 following the close of the calendar year in which the
Participant's death occurred or, if later, and the designated Beneficiary is the
Participant's surviving spouse, December 31 of the calendar year in which the
Participant would have attained age seventy and one-half (70 1/2). If the
Trustee will make distribution in accordance with clause (ii), the minimum
distribution for a calendar year equals the Participant's Nonforfeitable Accrued
Benefit as of the latest valuation date preceding the beginning of the calendar
year divided by the designated Beneficiary's life expectancy. The Participant
(or surviving beneficiary) may elect, no later than the date that distribution
is required to commence under this Paragraph, whether (i) or (ii) shall apply.
In the absence of such election, (i) shall apply, however, if the surviving
spouse is the beneficiary (ii) shall apply.

         The Committee shall use the unisex life expectancy multiples under
Treasury Regulation ss.1.72-9 Tables V and VI (or such other tables as may be
permitted under law) for purposes of applying this paragraph.

         The Committee shall recalculate the life expectancy of the
Participant's surviving spouse not more frequently than annually, but may not
recalculate the life expectancy of a nonspouse designated Beneficiary after the
Trustee commences payment to the designated Beneficiary. The Participant or the
Participant's surviving spouse, may by written election cause the Plan not to
recalculate his life expectancy, his spouses life expectancy, or both. This
election must be made no later than the date that distribution is first required
either under part (A) above or this part (B).

         The Committee shall apply this subsection by treating any amount paid
to the Participant's child, which becomes payable to the Participant's surviving
spouse upon the child's attaining the age of majority, as paid to the
Participant's surviving spouse.

         Upon the Beneficiary's written request, the Committee shall direct the
Trustee to accelerate payment of all, or any portion, of the Participant's
unpaid Accrued Benefit, as soon as administratively practicable following the
effective date of that request.

         If separate beneficiaries are named as beneficiaries of separate
Accounts, then these rules shall be applied separately to each such Account.

         7.4. SEPARATE INVESTMENT FUND FOR TERMINATED PARTICIPANT. If so
provided in the adoption agreement, the Committee at the request of a terminated
Employee, shall direct the Trustee to transfer the Participant's Vested interest
in his account as of the next Valuation Date to such investment of deposit as
may be agreed upon between the Participant and the Committee. Any distributions
shall be made out of the Separate Investment Fund and the final distribution
shall be the total account balance as of the date of distribution in the
Separate Investment Fund. Such Separate Investment Fund shall be considered a
Directed Investment under Plan Section 5.3.

         7.5. DISTRIBUTION TO AN IRA OR ANOTHER QUALIFIED PLAN. The Committee,
after a distribution is permitted under this Article 7, shall at the
Participant's request direct the Trustee to make distribution of the Vested
interest of a Participant's account balances under this Plan directly to an
Individual Retirement Account (as defined in the Internal Revenue Code and
referred to as IRA in this Plan) of a Participant or to the Participant's
account or credit in another Qualified Retirement Plan, if such distribution is
permitted by law. Neither the Company, the Committee, the Plan Administrator,
nor the Trustee shall be liable to the Participant or any other person for any
account distributions made in the correct amount to a Participant's IRA or
another qualified Plan in accordance with such written request, regardless of
any adverse tax consequences which may result to the Participant by reason of
such distribution.

         (a) The following applies to distributions made on or after January 1,
1993. Notwithstanding any provision of the plan to the contrary that would
otherwise limit a distributee's election under this Article, 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) Definitions.

                  (i) 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: a distribution that is one of a series
         of substantially equal periodic payments (not less frequently than
         annually) made for the life (or life expectancy) of the distributee or
         the joint lives (or joint life expectancies) of the distributee and the
         distributee's designated beneficiary, or for a specified period of ten
         years or more; any distribution to the extent such distribution is
         required under Section 401(a)(9) of the Code; and the portion of any
         distribution that is not includable in gross income (determined without
         regard to the exclusion for net unrealized appreciation with respect to
         employer securities).

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

                  (iii) 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.

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

         7.6. RESTRICTIONS ON IMMEDIATE DISTRIBUTIONS. If the value of a
Participant's vested account balance derived from Employer and employee
Contributions exceeds (or at the time of any prior distribution exceeded)
$3,500, and the account balance is immediately distributable, the Participant
and the Participant's spouse (or the survivor, if applicable) must consent to
any distribution of such account balance. The consent of the Participant and the
spouse shall be obtained in writing within the 90 day period ending on the
annuity starting date (which is the first day of the first period for which an
amount is paid as an annuity or any other form). The Plan Administrator shall
notify the Participant and spouse of the right to defer any distribution until
the Participant's account balance is no longer immediately distributable. Such
notification shall include a general description of the material features, and
an explanation of the relative values of, the optional forms of benefit
available under the Plan in a manner that would satisfy the notice requirements
of Codess.417(a)(3) (see section 7.2 above), and shall be provided no less than
30 days and no more than 90 days prior to the annuity starting date.

         Notwithstanding the foregoing, only the Participant need consent to the
commencement of a distribution in the form of a Joint and Survivor Annuity while
the account balance is immediately distributable. If payment in the form of a
Joint and Survivor Annuity is not required with respect to the Participant, only
the Participant need consent to the distribution of an account balance that is
immediately distributable. Neither the consent of the Participant nor the spouse
shall be required to the extent that a distribution is required to satisfy Code
ss.ss.401(a)(9) or 415. In addition, upon termination of this PlaN, if the Plan
does not offer an annuity option (purchased from a commercial provider), the
Participant's account balance may, without the Participant's or spouse's
consent, be transferred to another defined contribution plan (other than an
employee stock ownership plan as defined in Code ss.4975(e)(7)) within the same
controlled group.

         An account balance is immediately distributable if any part of the
account balance could be distributed to the Participant (or surviving spouse)
before the Participant attains (or would have attained if not deceased) the
later of Normal Retirement Age or 62.

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

         See section 4.4 if the employee later returns to service.

         If a Preretirement Survivor Annuity is the required form of
distribution, then the Employee's spouse may obtain an immediate distribution by
requesting this in writing from the Plan Administrator; the term "immediate"
shall be subject to reasonable administrative delays.

         7.7. DISTRIBUTIONS OF EXCESS DEFERRALS, EXCESS CONTRIBUTIONS AND EXCESS
              AGGREGATE CONTRIBUTIONS.

         Excess Deferrals under 4.1(e), if utilized, plus earnings and minus
losses, shall be distributed by April 15 of the calendar year following the year
in which the excess arose for the individual in question, if the individual
notifies the Plan on or before the date specified in adoption agreement section
4.1(e)(1).

         Excess Contributions and Excess Aggregate Contributions under Plan
Subsection 4.1(e), if utilized, (or 4.2, if utilized) plus earnings and minus
losses, shall be distributed to the Highly Compensated Employee to whom
attributed, no later than the end of the Plan Year following the close of the
Plan Year in which such excess arose, or else an Excise Tax will be due. These
amounts must be distributed no later than the close of the Plan Year following
the Plan Year in which such excess arose.

         Distributions under this paragraph do not require any Participant or
spousal consent and shall be made notwithstanding the existence of a Qualified
Domestic Relations Order or any other Plan Section to the contrary.


                                  8. ACCOUNTING

         8.1. VALUATION DATE. As of each Valuation Date (including the
Anniversary Date), the Committee will:

              (1) If applicable, determine the dates and amounts of Salary
Deferral reductions made by each Participant during the Plan Year.

              (2) Credit the employee's optional account, if any, with his
Voluntary Contributions and his Deductible Voluntary Contribution Account with
his Deductible Voluntary Contributions.

              (3) Credit the employee's appropriate Accounts for their allocated
share of other Company Contributions and Forfeitures.

              (4) Reduce the Participant's appropriate Accounts for any Separate
Investment Fund created by the Participant since the last entry date, for any
distributions made to him during the Plan Year, and for any insurance premiums
paid from his Accounts.

              (5) Make any appropriate adjustments between the accounts which is
required by the Plan or the Code. Reallocations under this provision shall not
be considered additions to any Account of the Participant until they are
reallocated to a specific Account of the Participant.

              (6) Direct the Trustee to separately value each Separate
Investment Fund, each other investment which is separately maintained for
different Participants, and the general Trust Fund, and allocate earnings and
losses among the various classes of investments in an equitable manner among all
Participants who have their Accounts invested in the particular class of
investment. As of the Anniversary Date of each Plan Year, the Committee first
shall reduce Accounts (excluding segregated accounts) for any forfeitures and
then, subject to the restoration allocation requirements of section 4.4, shall
allocate the net income (or net loss) from the Trust and the increase or
decrease in the fair market value of the assets of the Trust for the valuation
period to each Participant's Account in the same ratio as such Participant's
Account bears to the total of all Participants, Accounts, based on the balance
in the Participant's Account as of the most recent Anniversary Date, reduced by
any withdrawals or distributions made during such period and increased by the
time-weighted value of any additions made to the Participant's Account during
such period. Excluded from the above allocation shall be any segregated Accounts
and the cash value of any incidental benefit insurance contracts.

              (7) Each different Account of each Participant shall be accounted
for separately.

              (8) Any insurance maintained for a Participant shall be accounted
for separately.

         8.2. VALUATION OF DEFERRED DISTRIBUTIONS

         When the distributions of part or all of any account balance is
deferred beyond the next Anniversary Date, the accounts shall continue to share
pro-rata in the gains and losses of the Trust Fund, except as provided in 5.3 or
7.6. The final distribution will be based on the account balance as of the
Valuation Date immediately preceding the distribution except that the final
distribution (other than the distribution from a Separate Investment Fund) made
to a Participant or his Beneficiary more than ninety (90) days after the most
recent Valuation Date immediately preceding the distribution shall include
interest on the amount of the distribution as an expense of the Trust Fund. The
interest shall accrue on such amount at a rate of six percent (6%) per annum
from such Valuation Date to the date of distribution. The adoption agreement may
provide that no interest will accrue on such deferred distributions.

         In the event that distributions are made to all Participants (other
than Participants to whom for whatever reason distributions may not currently be
made) on account of the complete Termination of this Plan, the 6% interest
factor will be ignored and the Participants accounts will be credited with their
fair share of the earnings and losses of the trust fund through the date of
distribution.


                            9. PURCHASE OF INSURANCE

         9.1. DESIGNATION BY PARTICIPANT.

         (a) If permitted under the adoption agreement, then with the consent of
and in accordance with any rules established by the Committee, a Participant may
designate a portion of his Regular, Optional and/or Rollover Accounts to be set
aside as a separate account and used to purchase life insurance on his life. For
such time as the Participant's Accounts are maintained in the Trust Funds, the
designated owner and beneficiary of all life insurance in this separate account
shall be the Trustee.

         (b) No amount shall be set aside in any Plan Year for the payment of
premiums in which the percent equivalent of the fraction, at any particular
time, the numerator of which is the aggregate amounts of insurance premiums paid
out of the Participant's accounts and the denominator of which is the aggregate
amount of Company contributions which have been allocated to a Participant's
accounts for at least two years, if any, exceeds (1) twenty-five percent (25%),
in the case of term insurance, or (2) fifty percent (50%) in the case of
ordinary life insurance.

         (c) In addition to the limit provided in (b) above, no amount shall be
set aside for the payment of annual premiums which exceed twenty-five percent
(25%) of the net Company contributions and Forfeitures which have been allocated
to the Participant's accounts for less than two years if the amount is set aside
for term life insurance, and fifty percent (50%) of such net company
contributions and Forfeitures if the amount is set aside for ordinary or whole
life insurance which accumulates a cash value.

         (d) The Trustee shall apply for and will be the owner of any insurance
contract purchased under the terms of this Plan. The insurance contract(s) must
provide that proceeds will be payable to the Trustee, however the Trustee shall
be required to pay over all proceeds of the contract(s) to the Participant's
designated beneficiary in accordance with the distribution provisions of this
plan. A Participant's spouse will be the designated beneficiary of the proceeds
in all circumstances unless a qualified election has been made in accordance
with section 7.2, if applicable. However, in the event that this Plan provides
that less than a 100% preretirement survivor Annuity is to be provided to the
surviving spouse, then that same percentage of the proceeds shall be so paid to
the spouse.

         (e) Under no circumstances shall the trust retain any part of the
proceeds.

         (f) Any dividends or credits earned on insurance contracts will be
allocated to the participant's account derived from employer contributions for
whose benefit the contract is held.

         (g) In the event of any conflict between the terms of this plan and the
terms of any insurance contract purchased hereunder, the plan provisions shall
control.

         9.2. DISTRIBUTION OF POLICY. When a Participant who has life insurance
under the Plan incurs a Break in Service for any reason other than death, the
Committee shall, after consulting with the Participant, direct the Trustee to do
one of the following:

                  (1) surrender the policies, allocating the cash surrender
         value, if any, to the Participant's accounts;

                  (2) transfer the ownership of the policies to the Participant
         by subtracting the cash surrender value of the policies from the Vested
         portion of his accounts. If such Vested portion of his accounts is less
         than the entire cash surrender value of the policies, the Participant
         shall pay the difference in cash to the Trustee before the ownership of
         his policies is transferred and the policies delivered to him;

                  (3) borrow from the insurance company the full cash value of
         the policies, allocate the amount borrowed between the Participant's
         accounts and transfer ownership and deliver the policies to the
         Participant.

         9.3. TERMINATION OF INSURANCE INVESTMENT. When a Participant who has
life insurance in his Accounts notifies the Committee, in writing, that he no
longer wants to have life insurance in his accounts, the Trustee shall surrender
the policies for their cash surrender value, if any, which shall be allocated
among the accounts of the Participant.

         9.4. REALLOCATION OF FUNDS. Any allocation from the separate insurance
account to a Participant's accounts in accordance with 9.2 and 9.3 shall be pro
rata based upon the ratio that the amount set aside from an Account to purchase
the insurance bears to the total amount set aside from all the Accounts to
purchase the insurance.

         9.5. INSURANCE COMPANY. An insurer shall not be liable for any action
taken by, or directions issued by any of the Company, the Plan Administrator,
the Committee, or the Trustee under this Plan. In addition, an insurer may
assume that the Trustee is as shown in the most recent correspondence with the
Company and, until notified, may assume that the Plan has not been amended or
terminated.


                    10. AMENDMENT AND TERMINATION OF THE PLAN

         10.1. AMENDMENTS.

         (a) Subject to (b) below, the Sponsoring Employers shall have the
authority to amend this Plan and the Trust at any time and from time to time. An
amendment to the Trust shall be executed by the Trustee and an authorized
officer of the Sponsoring Employers adopting the amendment to be effective. If
this Plan is part of a Volume Submitter or Prototype Program, then the Employer
may (1) change the choice of options in the adoption agreement, (2) add
overriding language in the adoption agreement when such language is necessary to
satisfy Code ss.ss. 415 or 416 because of the required aggregation of multiple
plans, and (3) add certain model amendments published by the Internal Revenue
Service which specifically provide that their adoption will not cause the Plan
to be treated as individually designed; but if the Employer amends the Plan for
any other reason including a waiver of the minimum funding requirements under
Code ss.412(d), will not longer participate under the Volume Submitter or
Prototype program and will be considered to have an individually designed Plan.

         (b) The amendment shall be subject to the following:

               (1) No amendment may increase the duties or liabilities of the
          Trustee without its written consent.

               (2) Except as permitted by law, no amendment may provide for the
          use of funds or assets under this Plan and the Trust Agreement other
          than for the exclusive benefit of Participants or their Beneficiaries,
          and no amendment may allow Trust Fund assets to revert to, or be used
          or enjoyed by any Company or any Affiliate.

               (3) Early retirement benefits or other optional retirement
          benefits accrued on the date of the amendment and attributable to
          service before any Plan amendment may not be eliminated or reduced by
          such amendment; provided such Participant, at any time before or after
          the amendment, satisfies the conditions for such benefit, in which
          situation such benefits will be computed and administered under the
          Plan without regard to the amendment.

               (4) Except as provided by law, no amendment may add restrictions
          to previously unrestricted benefits accrued on or before the effective
          date of such amendment.

               (5) No amendment to the plan shall be effective to the extent
          that it has the effect of decreasing a participant's accrued benefit.
          Notwithstanding the preceding sentence, a Participant's account
          balance may be reduced to the extent permitted under Code
          ss.412(c)(8). For purposes of this paragraph, a plan amendment which
          has the effect of decreasing a Participant's account balance or
          accrued benefit or eliminating an optional form of benefit, with
          respect to benefits attributable to service before the amendment shall
          be treated as reducing an accrued benefit. Furthermore, if the vesting
          schedule of a plan is amended (including an automatic shift from or to
          a top-heavy vesting schedule), in the case of an Employee who is a
          Participant as of the later of the date such amendment is adopted or
          the date it becomes effective, the nonforfeitable percentage
          (determined as of such date) of such Employee's right to his Employer
          derived accrued benefit will not be less than his percentage computed
          under the Plan without regard to such amendment.

         10.2. AMENDMENTS REQUIRED BY LAW. Regardless of the provisions of 10.1,
the Sponsoring Employer(s) shall have the authority to adopt whatever amendments
are necessary to this Plan or the Trust to bring it into conformity with
applicable law.

         10.3. TERMINATION OR PARTIAL TERMINATION OF PLAN. The Sponsoring
Employers shall have the authority to terminate the Plan or Trust at any time.
In the event that the Plan is terminated, partially terminated or contributions
are discontinued, all distributions shall be made in accordance with the
provisions of Article 7. Each account shall continue to share in the gains of
the Trust Fund on each Valuation Date as provided in 8.1 until total
distribution of that account has been made.

         10.4. MERGER OR CONSOLIDATION. If the Plan and Trust are merged or
consolidated with, or the assets or liabilities are transferred to, any other
plan and trust, the benefits receivable by each Participant immediately after
such action shall be equal to or greater than the benefits which he would have
been entitled to receive if the Plan had terminated immediately before such
transfer.


                              11. CLAIMS PROCEDURE

         11.1. CLAIM FOR BENEFITS. A Participant or Beneficiary may make a claim
for Plan benefits by filing a written request with the Committee.

         11.2. DENIAL OF CLAIM. If a claim is wholly or partially denied, the
Committee shall furnish the Participant or Beneficiary with written notice of
the denial within ninety (90) days of the date the original claim was filed.
This notice of denial shall specify: (1) the reason for denial; (2) specific
reference to pertinent Plan provisions on which the denial is based; (3) a
description of any additional information or requirements needed to be eligible
to obtain the defined benefit and an explanation of why such information or
requirements are necessary; and (4) an explanation of this claims and review
procedure.

         11.3. APPLICATION FOR REVIEW. The Participant or Beneficiary will have
sixty (60) days from receipt of the notice of denial in which to make written
application for review by the Committee. In the written application, the
Participant or Beneficiary may also request a hearing prior to the completion of
the review. The Participant or Beneficiary shall have a right to representation,
to review pertinent documents, and to submit comments in writing.

         11.4. DECISION ON REVIEW. The Committee shall issue a decision on such
review within sixty (60) days after the later of: (a) the date of submission of
the application, or (b) the date of the hearing.

         11.5. ADDITIONAL TIME. The Committee may take additional time, as
permitted by Department of Labor Regulation ss.2560.503-1, if time is needed to
gather data, perform calculations, or reach its decisions in the processing of a
claim or review. Prior to the last date action must be taken, the Committee
shall inform the Participant or Beneficiary, in writing, of the need for an
extension of time.


                         12. DESIGNATION OF BENEFICIARY

         12.1. DESIGNATION. By written designation on a form supplied by the
Committee, each Participant may name, or change the name of, a Beneficiary or
Beneficiaries who shall receive the value of the Vested interest of his accounts
which has not been paid out before the Participant's death. A Beneficiary
designation form shall be effective if it is on file with the Committee on the
Participant's date of death. A Participant may name multiple beneficiaries,
contingent beneficiaries or separate beneficiaries for each separate account or
for a specific portion of a specific account.

         12.2. ABSENCE OF DESIGNATION. If there is no Beneficiary designation
form on file, or if the designated Beneficiary or Beneficiaries predecease the
Participant, benefit payments required under this Plan payable on death will be
distributed to the following Beneficiaries in order of priority: (1) to the
Participant's surviving spouse, or, if none, (2) to the surviving issue (per
stirpes and not per capita), or, if none, (3) to surviving parents of the
Participant equally, or, if one is deceased, to the survivor of them, or, if
none, (4) to the estate of the Participant.

         12.3. SIMULTANEOUS DEATH. The beneficiary designation may prescribe
that if the primary and/or secondary beneficiaries named therein do not survive
the Participant for a specified period of time (not in excess of six months)
that such beneficiary shall be deemed to have predeceased the Participant.

         12.4 NON-SPOUSE DESIGNATED AS BENEFICIARY. The Participant may
designate someone other than his spouse as his beneficiary only to the extent
otherwise permitted under Article 7. A new marriage shall render prior
beneficiary designations invalid except to the extent provided under a Qualified
Domestic Relations Order.


                          13. MISCELLANEOUS PROVISIONS

         13.1. SPENDTHRIFT PROVISION.

         (a) Except as provided in (b) or as otherwise provided by law, benefits
payable hereunder and any interest of a Participant, former Participant or
Beneficiary in the Trust shall not be subject to assignment, transfer or
anticipation or otherwise alienable either by voluntary or involuntary act or by
operation of law, nor subject to attachment, execution, garnishment,
sequestration or other seizure, under any legal or equitable process.

         (b) Nothing in this Plan shall prohibit the Committee from distributing
a portion of a Participant's accounts to an alternate payee if the distribution
is pursuant to and in accordance with the terms of a qualified domestic
relations order determined in accordance with Code ss.414(p). The Committee
shall adopt reasonable rules to determine that a domestic relations order is a
qualified domestic relations order.

         13.2. PRESUMPTION OF COMPETENCY. Every person receiving or claiming
benefits under this Plan shall be presumed to be mentally competent until the
date on which the Committee receives a written notice, in form and manner
acceptable to it, that such person is incompetent and that a guardian,
conservator, or other person charged with his care or the care of his estate has
been appointed. If the Committee receives acceptable notice that a person to
whom a benefit is payable under this Plan is unable to care for his affairs
because of incompetency, any payment due (unless a prior claim for it has been
made by duly appointed legal representative) may be paid to the spouse, a child,
a parent, a brother or sister or to any person determined by the Committee to
have incurred expenses for the incompetent person. Any such payment shall be a
complete discharge of the obligation of the Company, Committee, Plan
Administrator, and the Trustee to provide benefits under this Plan.

         13.3. NO GUARANTY OF EMPLOYMENT. This Plan shall not be construed as
creating or modifying any contract of employment between the Employer and the
Employee.

         13.4. MISTAKES.

         (a) The Company may make retroactive equitable adjustments to correct
for mathematical, accounting, or factual errors made in good faith during the
administration of the Plan. Such adjustments shall be final and binding on all
Participants and other parties in interest.

         (b) Regardless of any statement to the contrary in this Plan, any
portion of a contribution previously made by the Company may be returned to the
Company provided that the right to the return of the contribution arises from a
mistake of fact within the meaning of ERISA ss.403(c)(2)(A) and that the portion
returnable due to a mistake in fact is returned within one year of the date of
contribution. The amount which shall be returned to the Employer shall be the
total of: (1) the amount contributed, less (2) the amount that would have been
contributed had there not occurred a mistake of fact. Earnings attributable to
the excess contribution credited to individual accounts may not be returned to
the Company. Losses attributable to the excess contribution shall reduce the
amount returned.

         13.5. INDEMNIFICATION. To the extent permitted by law, the Company
shall indemnify each member of the Committee and any others to whom the Company
has delegated fiduciary duties, except corporate trustees, insurers, or
investment advisors, against any and all claims, loss, damages, expense, and
liability arising from his responsibilities in connection with the Plan, unless
the same are determined to be due to gross negligence or willful misconduct.

         13.6. LIMITATION OF LIABILITY. Neither the Trustee, the Plan
Administrator, the Committee, nor the Employer guarantee the Trust Fund in any
way against loss or depreciation. The liability of any of these persons, groups
of persons, or entities to make any payment under this Plan is limited to the
available assets of the Trust Fund.

         13.7. REGULATIONS. Any person acting in a specified capacity under this
Plan or Trust, such as the Trustee, Committee, Plan Administrator or investment
advisor, if any, may institute, in his discretion, rules and procedures not
inconsistent with the terms of the Plan or Trust.

         13.8. DELEGATION OF FIDUCIARY DUTIES. A Fiduciary may employ agents,
investment advisors, or counsel to assist him in his duties under this Plan, and
may serve in more than one fiduciary capacity under the Plan.

         13.9. ADJUSTMENT FOR REASONABLE COMPENSATION. If, for any Plan Year,
the Internal Revenue Service determines that the compensation of a Participant
exceeds the amount which can be considered "reasonable" for purposes of the
federal income tax return of the Company, then the Committee shall readjust the
accounts of all Participants under this Plan to reflect only the reasonable
Compensation of such Participant.

         13.10. CROSS-REFERENCES AND HEADINGS. Unless otherwise specified, any
reference to an Article, section, subsection or paragraph will be a reference to
that Article, section, subsection or paragraph in this Plan. Headings are for
the convenience of reference, are not a part of the Plan, and will not influence
its construction.

         13.11. CONSTRUCTION. The provisions of the Plan shall be construed as a
whole in such manner as to carry out all of the provisions of the Plan. Any
interpretations required or discretionary powers granted in connection with this
Plan shall be made and exercised in a nondiscriminatory manner, so that all
Employees in similar circumstances will be treated alike.

         13.12. SAVINGS PROVISIONS. Whenever possible, the provisions of this
Plan shall be construed to comply with Internal Revenue Service, Department of
Labor, and other federal or state administrative rules and regulations. If the
Department of Labor or the Internal Revenue Service determines at any time that
this Plan does not meet these requirements or that it is being administered or
interpreted in a manner inconsistent with these requirements, the Company may
make the appropriate amendments and/or adjustments, which may be retroactive, to
bring the Plan and Trust into compliance with current rules and regulations.

         13.13. COPIES. This Agreement may be executed in any number of copies,
each of which will be considered an original.

         13.14. FORFEITURES BEFORE 1985. Notwithstanding Plan sections 4.4 and
7.7, an employee who has a One Year Break in Service prior to the first day of
the Plan Year beginning in 1985 shall forfeit all non-vested amounts as of the
completion of said One Year Break in Service. The Company shall not reimburse
the employee's accounts for any such forfeited amounts unless the employee
repays the amounts paid to him on or before he incurs a One Year Break in
Service.

         13.15. RETURN TO EMPLOYMENT. If a Participant who retires again becomes
a Participant, such renewed Participation shall not result in duplication of
benefits. Accordingly, if he has received a distribution of a Vested Accrued
Benefit under the Plan by reason of prior participation (and such distribution
has not been repaid to the Plan pursuant to section 4.4), then his subsequent
benefit payments shall be reduced by the Actuarial Equivalent of the prior
benefit payments received or to be received. Benefit payments shall cease if
this is administratively feasible, but only to the extent consistent with
Article 7, upon such reemployment.

         13.16. FAILURE OF QUALIFICATION.

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

         (b) Notwithstanding any provisions to the contrary, except Sections
3.5, 3.6 and 4.1(d), any contribution by the Employer to the Trust Fund is
conditioned upon the deductibility of the contribution by the Employer under the
Code and, to the extent any such deduction is disallowed, the Employer may,
within one (1) year following the disallowance of the deduction, demand
repayment of such disallowed contribution and the Trustee shall return such
contribution within one (1) year following the disallowance. Earnings of the
Plan attributable to the excess contribution may not be returned to the
Employer, but any losses attributable thereto must reduce the amount so
returned.

         (c) If this Plan is part of a Volume Submitter or Prototype program,
and this Plan fails to attain or retain qualification, such plan will no longer
participate in such program and will be considered as an individually designed
plan.


                                    14. LOANS

         14.1. ELIGIBILITY. If permitted under the adoption agreement, all
Participants and Beneficiaries shall be eligible to apply for a loan from the
Vested portion of the Participant's accounts. No loans will be made to any
shareholder-employee or Owner Employee. For purposes of this requirement, a
shareholder-employee means an Employee or officer of an electing small business
(subchapter S) corporation who owns (or is considered as owning within the
meaning of Code ss.318(a)(1), on any day during the taxable year of such
corporation, more than 5% of the outstanding stock of the corporation, unless an
exemption for such loan is obtained pursuant to ERISA ss.408 or through
amendment of such Act and further provided that such loan would not be subject
to tax under Code ss.4975.

         14.2. ADMINISTRATION OF LOANS.

         (a) The Committee in its sole discretion, is authorized, upon written
request by an eligible Participant or Beneficiary, to approve a loan or loans to
the Participant or Beneficiary from a Separate Investment Fund established by
the Participant in accordance with Plan section 5.3. The Committee shall
exercise its discretion in a uniform and nondiscriminatory manner together with
any requirements or restrictions set forth in the adoption agreement or in any
formal written loan procedure currently in operation for this Plan, and subject
to the following restrictions:

                  (1) Loans must be available to all eligible Participants and
         Beneficiaries on a reasonable equivalent basis;

                  (2) Loans must not be made available to Highly Compensated
         Employees in an amount greater than the amount available to other
         Employees (for years beginning prior to January 1, 1989 this
         restriction shall apply to highly compensated individuals, officers and
         shareholders);

                  (3) Loans must be adequately secured and bear a reasonable
         interest rate;

                  (4) Effective for Loans granted or renewed after October 18,
1989 no more than 50% of the present value of the Participant's vested Account
balances or accrued benefit may be considered by the Plan as security for the
outstanding balance of all Plan loans made to that Participant or beneficiary.

         (b) Upon approval of such loan application, the Committee shall direct
the Trustee to make such loan upon such reasonable and non-discriminatory terms
as may be set from time to time by the Committee or as may be set forth in the
Adoption Agreement. Such loans shall constitute an investment of the Trust, but
interest on the loan and any expense or loss from the loan shall be credited
solely to the Separate Investment Fund of the Participant's accounts from which
the loan was made.

         14.3. AMOUNTS OF LOANS. The amount available to a Participant and
Beneficiary for loans from this Plan and from Plans maintained by the Employer
and any Affiliates shall not exceed the lesser of: (1) $50,000 reduced by the
highest outstanding balance of such loans during the one year period ending on
the day before the date on which such new loan is made, or (2) the greater of
one-half of the vested portion of the Participant's Accounts or $10,000. The
Vested portion of the Participant's Accounts shall not include the amount of
Deductible Voluntary Employee Contributions, in his accounts.

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

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

         14.5. SPOUSAL CONSENT. If a Preretirement Survivor Annuity or Joint and
Survivor Annuity is required, then the spouse (as defined in section 7.2) of the
Participant, if any, must consent to the utilization of the Participant's
Accounts or Accrued Benefit, if so utilized, as security for the repayment of
such loan. The consent must be made in writing during (but no earlier than) the
90-day period ending on the date on which the loan is to be secured and the
consent must meet the requirements of a Qualified Election under section 7.2.
Such consent shall thereafter be binding with respect to the consenting spouse
or any subsequent spouse with respect to that loan. A new consent shall be
required if the account balance or accrued benefit is used for renegotiation,
extension, renewal or other revision of the loan. If these requirements are not
satisfied, then for loans made after August 18, l985, no portion of the
Participant's Accounts or Accrued Benefit may be used as security for such loan.
Notwithstanding the foregoing, in the event that pursuant to law these spousal
consents are not required for this particular type of Plan or for a particular
Participant, then the Spousal Consents need not be obtained.

         14.6. DEFAULT. In the event of default, foreclosure on the note and
attachment of security will not occur until a distributable event occurs in the
Plan.

         14.7. LOANS GRANTED OR RENEWED ON OR AFTER THE LAST DAY OF THE FIRST
PLAN YEAR BEGINNING IN 1989. Participant loans granted or renewed on or after
the last day of the first Play Year beginning on or after January 1, 1989, the
Participant loan program shall be made in accordance with specific Plan
provisions contained either in the adoption agreement or in a formal written
loan procedure adopted by the Fiduciary administering the loan program. Any such
written loan procedure shall be considered a part of this plan, and shall be
binding on successor Fiduciaries who have responsibility for administering this
loan program until superceded by a different formal written loan procedure. The
Plan provisions in the adoption agreement or the formal written loan procedure
must contain the following information:

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

         (b) A procedure for applying for loans;

         (c) The basis on which loans will be approved or denied;

         (d) Limitations (if any) on the types of loans offered;

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

         (f) The types of collateral which may secure a Participant loan, a
Beneficiary loan or a former Participant's;

         (g) The events constituting default and the steps that will be taken to
preserve Plan assets in the event of such default.


                               15. TOP HEAVY RULES

         15.1. MINIMUM EMPLOYER CONTRIBUTION.

         (a) If this Plan is a Top Heavy Plan in any Plan Year beginning after
December 31, l983, Company Contributions under all qualified plans maintained by
the Company (including allocated Forfeiture Amounts by excluding Company
Contributions under FICA) for Non-Key Employees who are Participants and who
have not separated from service by the end of the Plan Year to which such
Company Contribution relates, shall be set at a guaranteed minimum rate of Total
Compensation of such Non-Key Employees. The guaranteed minimum rate shall be
equal to the lesser of three percent (3%) or the highest Company Contribution
rate for Key Employees. For purposes of this section, a Non-Key Employee
Participant includes any Employee otherwise eligible to participate in the Plan
but who is not a Participant because his or her Compensation does not exceed a
specified level. Also, for purposes of this section, Non-Key Employees who have
become Participants but who during the Plan Year have failed to accumulate 1000
hours of service must receive the guaranteed minimum rate provided they have not
separated from service before the end of such Plan Year. To determine the
contribution rate, the Plan Administrator shall consider all qualified Defined
Contribution Plans maintained by the Employer as a single plan. Elective
deferrals under ss.401(k) may not be utilized to satisfy this minimum
contribution requirement, although they must be counted in determining whether a
top-heavy minimum contribution is required for non-key employees.

         (b) Additional Contribution. If the contribution rate for the Plan Year
with respect to a Non-Key employee described in section 15.1 is less than the
minimum contribution, the Company will increase its contributions for such
Participant to the extent necessary so his or her contribution rate for the Plan
Year will equal the guaranteed minimum contribution. The Plan Administrator
shall allocate the additional contribution to the Accounts of the Non-Key
Employees for whom the Employer makes the contribution.

         (c) Notwithstanding the foregoing, if a Defined Benefit Plan is part of
the Aggregation Group, and this Plan enables such Defined Benefit Plan to meet
the discrimination tests and minimum participation standards of Code ss.ss.
401(a)(4) and 410, respectively, then the guaranteed minimum rate hereunder
shall equal 3%.

         (d) Solely for the purpose of determining if the plan, or any other
plan included in a required Aggregation Group of which this plan is a part, is
top-heavy (within the meaning of Code ss.416(g)) the accrued benefit of an
Employee other than a Key Employee (within the meaning of Code ss.416(i)(1))
shall be determined under (a) the method, if any, that uniformly applies for
accrual purposes under all defined benefit plans maintained by the Employer or
Affiliates, or (b) if there is no such method, as if such benefit accrued not
more rapidly than the slowest accrual rate permitted under the fractional
accrual rate of Code ss.411(b)(1)(C).

         (e) If any Non-Key Employee under this Plan is also covered under a
Defined Benefit Plan of the Employer and this Plan and such Defined Benefit Plan
are both Top-Heavy during the Plan Year then the top-heavy minimum contribution
under (a) shall be the amount specified in the adoption agreement.

         (f) Nothing in this section shall be interpreted as requiring duplicate
benefits or contributions to any Non-key Employee.