<PAGE>

                                                                    EXHIBIT 10.6

                                  SAVINGS PLAN

                                    PRINCIPAL
                                 FINANCIAL GROUP
                                  PROTOTYPE FOR
                                  SAVINGS PLANS

                   THIS PLAN IS A 401(K) PROFIT SHARING PLAN

                               ADOPTION AGREEMENT

[PRINCIPAL FINANCIAL GROUP LOGO]                   IRS SERIAL NO.: D247610B

PRINCIPAL LIFE                                 ADOPTION AGREEMENT PLAN NO.: 002
INSURANCE COMPANY                             TO BE USED WITH BASIC PLAN NO.: 03
Des Moines, Iowa 50392-0001
                                                  APPROVED: OCTOBER 26, 1992

                                                             203

<PAGE>

                                TABLE OF CONTENTS

A. ADOPTION AGREEMENT......................................................    1

B. EMPLOYER................................................................    1

C. PLAN NAME...............................................................    1

D. EFFECTIVE DATE..........................................................    1

E. YEARLY DATE.............................................................    2

F. FISCAL YEAR.............................................................    2

G. NAMED FIDUCIARY.........................................................    2

H. PLAN ADMINISTRATOR......................................................    2

I. PREDECESSOR.............................................................    2

J. ELIGIBLE EMPLOYEE.......................................................    3

K. ENTRY REQUIREMENTS......................................................    3

L. ENTRY DATE..............................................................    4

M. PAY.....................................................................    4

N. ELECTIVE DEFERRAL CONTRIBUTIONS.........................................    5

O. MATCHING CONTRIBUTIONS..................................................    6

P. OTHER EMPLOYER CONTRIBUTIONS............................................    7

Q. NET PROFITS AND CONTRIBUTION REQUIREMENTS...............................   10

R. CONTRIBUTION MODIFICATIONS..............................................   10

S. VOLUNTARY CONTRIBUTIONS.................................................   12

T. INVESTMENT..............................................................   12

U. VESTING PERCENTAGE......................................................   14

V. VESTING SERVICE.........................................................   15

W. WITHDRAWAL BENEFITS.....................................................   16

X. RETIREMENT..............................................................   17

Y. ADOPTING EMPLOYERS......................................................   21

<PAGE>

?

        INTERNAL REVENUE SERVICE                DEPARTMENT OF THE TREASURY

? PLAN DESCRIPTION: PROTOTYPE STANDARDIZED
  PROFIT SHARING PLAN WITH CODA
? FN: 50207440003-002 CASE: 9200864
  EIN: 42-0127290
? PD: 03 PLAN: 002 LETTER SERIAL NO: D247610B   WASHINGTON, DC 20224

                                                PERSON TO CONTACT: MS.WIGGINS
 PRINCIPAL MUTUAL  LIFE  INSURANCE CO
                                                TELEPHONE NUMBER: (202) 622-8380
           711 HIGH STREET
                                                REFER REPLY TO: E:EP:Q:8
           DES MOINES, IA 50309
                                                DATE: 10/26/92

Dear Applicant:

In our opinion, the amendment to the form of the plan identified above does not
in and of itself adversely affect the plan's acceptability under section 401 of
the Internal Revenue Code. This opinion relates only to the amendment to the
form of the plan. It is not an opinion as to the acceptability of any other
amendment or of the form of the plan as a whole, or as to the effect of other
Federal or local statutes.

You must furnish a copy of this letter to each employer who adopts this plan.
You are also required to send a copy of the approved form of the plan, any
approved amendments and related documents to each Key District Director of
Internal Revenue Service in whose jurisdiction there are adopting employers.

Our opinion on the acceptability of the form of the plan is not a ruling or
determination as to whether an employer's plan qualifies under Code section
401(a). An employer who adopts this plan will be considered to have a plan
qualified under Code section 401(a) provided all the terms of the plan are
followed, and the eligibility requirements and contribution or benefit
provisions are not more favorable for highly compensated employees than for
other employees. Except as stated below, the key District Director will not
issue a determination letter with regard to this plan.

Our opinion does not apply to the form of the plan for purposes of Code section
401(a)(16) if: (1) an employer ever maintained another qualified plan for one or
more employees who are covered by this plan, other than a specified paired plan
within the meaning of section 7 of Rev. Proc. 89-9, 1989-1 C.B. 780; or (2)
after December 31, 1985, the employer maintains a welfare benefit fund defined
in Code section 419(e), which provides postretirement medical benefits allocated
to separate accounts for key employees as defined in Code section 419A(d)(3).

An employer that has adopted a standardized plan may not rely on this opinion
letter with respect to: (1) whether any amendment or series of amendments to the
plan satisfies the nondiscrimination requirements of section 1.401(a)(4)-5(a) of
the regulations, except with respect to plan amendments granting past service
that meet the safe harbor described in section 1.401(a)(4)-5(a)(5) and are not
part of a pattern of amendments that significantly discriminates in favor of
highly compensated employees; or (2) whether the plan satisfies the effective
availability requirement of section 1.401(a)(4)-4(c) of the regulations with
respect to any benefit, right or feature.

An employer that has adopted a standardized plan as an amendment to a plan other
than a standardized plan may not rely on this opinion letter with respect to
whether a benefit, right or other feature that is prospectively eliminated
satisfies the current availability requirements of section 1.401(a)-4 of the
regulations.

The employer may request a determination (1) as to whether the plan, considered
with all related qualified plans and, if appropriate, welfare benefit funds,
satisfies the requirements of Code section 401(a)(16) as to limitations on
benefits and contributions in Code section 415; (2) regarding the
nondiscriminatory effect of grants of past service; and (3) with respect to
whether a prospectively eliminated benefit, right or feature satisfies the
current availability requirements.

<PAGE>

PRINCIPAL MUTUAL LIFE INSURANCE CO
FFN: 50207440003-002
Page 2

This letter with respect to the amendment to the form of the plan does not
affect the applicability to the plan of the continued, interim and extended
reliance provisions of sections 13 and 17.03 of Rev. Proc. 89-9, 1989-1 C.B.
780. The applicability of such provisions may be determined by reference to the
initial opinion letter issued with respect to the plan.

If you, the sponsoring organization, have any questions concerning the IRS
processing of this case, please call the above telephone number. This number is
only for use of the sponsoring organization. Individual participants and/or
adopting employers with questions concerning the plan should contact the
sponsoring organization. The plan's adoption agreement must include the
sponsoring organization's address and telephone number for inquiries by adopting
employers.

If you write to the IRS regarding this plan, please provide your telephone
number and the most convenient time for us to call in case we need more
information. Whether you call or write, please refer to the Letter Serial Number
and File Folder Number shown in the heading of this letter.

You should keep this letter as a permanent record. Please notify us if you
modify or discontinue sponsorship of this plan.

                              Sincerely yours,


                              -------------------------------------------
                              Chief, Employee Plans Qualifications Branch
<PAGE>

              PRINCIPAL FINANCIAL GROUP PROTOTYPE FOR SAVINGS PLANS

                     ADOPTION AGREEMENT - STANDARDIZED FORM

                Use black ink to complete the Adoption Agreement.

<TABLE>
<S>                                     <C>
A.    Select (1) or (2).                A.    This ADOPTION AGREEMENT is

1)    If selected, check (a) or (b).          1)    [ ] the Employer's first adoption of Principal Financial Group
      If this Plan is a restatement,                Prototype for Savings Plans. Together with PRINCIPAL FINANCIAL GROUP
      check (b).                                    PROTOTYPE BASIC SAVINGS PLAN, it constitutes

                                                    a)    [ ] a new plan.

b)    If selected, fill in the                      b)    [ ] a restatement of an existing plan (and trust). That plan
      restatement date. Normally, the                     was qualifiable under 401 (a) of the Internal Revenue Code.
      first day of the Fiscal Year                        The provisions of this restatement are effective on
      should be used.                                     ___________, ______. This is the RESTATEMENT DATE.

2)    If selected, fill in the                2)    [X] Amendment No. 3 to the Plan. It replaces all prior amendments to
      amendment number and date.                    the Plan and the first Adoption Agreement. The provisions of this
                                                    amendment are effective on September 30, 1998.

B.    Fill in exact, legal name.        B.    The terms we, us and our, as they are used in this Plan, refer to the
                                              EMPLOYER.

                                        We, COMMUNITY BANK OF NEVADA
                                        ________________________________________________________________________________
                                        ________________________________________________________________________________
                                        ________________________________________________________________________________
                                        ________________________________________________________________________________
                                        are the Employer.

C.    For example: ABC, Inc. Savings    C.    The PLAN'S NAME is COMMUNITY BANK OF NEVADA 401K PLAN
      Plan.                             ________________________________________________________________________________
                                        ________________________________________________________________________________
                                        ________________________________________________________________________________
                                        ________________________________________________________________________________

D.    Normally, the first day of the    D.    Our retirement plan became effective on January 1, 1996 This is the
      Fiscal Year should be used. Fill        EFFECTIVE DATE.
      in the date your Prior Plan
      started if this Plan is a
      restatement.
</TABLE>

                                        1

<PAGE>

<TABLE>
<S>                                     <C>
E.    Fill in Effective Date and check  E.    The YEARLY DATE is the first day of each Plan Year. The Yearly Date is
      (1), (2) or (3).                        January 1, 1996 and

                                              1)    [X] the same day of each following year.

2)    The first Plan Year is short.           2)    [ ] each following _________________(month  and day).

3)    A later Plan Year is short.             3)    [ ] (a) each following ____________(month and day) through (b)
                                                    ______________ and (c) each following ___________(month and day).
(b)   First day of short year (use
      same month and day as in (a)).

(c)   First day of new Plan Year.             If the first date in Item E is after the Effective Date, Yearly Dates,
                                              before the first date in Item E above, shall be determined under the
                                              provisions of the Prior Plan (Plan) before that date.

                                        F.    The FISCAL YEAR is our taxable year and ends on December 31 (month and
                                              day).

                                        G.    We are the NAMED FIDUCIARY, unless otherwise specified in (1) below.

1)    Principal Life Insurance Company        1)    [ ] ______________________________________________________________
      may not be named.                       ________________________________________________________________________
                                              ________________________________________________________________________
                                              ________________________________________________________________________
                                              is the Named Fiduciary.

                                        H.    We are the PLAN ADMINISTRATOR, unless otherwise specified in (1) below.

1)    Principal Life Insurance Company        1)    [ ] ______________________________________________________________
      may not be named.                       ________________________________________________________________________
                                              ________________________________________________________________________
                                              ________________________________________________________________________
                                              is the Plan Administrator. The address, phone number and tax filing number
                                              of the Plan Administrator are the same as the Employer's unless otherwise
                                              specified below.

                                              Address:
                                              ________________________________________________________________________
                                              ________________________________________________________________________
                                              ________________________________________________________________________

                                              Phone No.: _____________________________________________________________

                                              Tax Filing No.: ________________________________________________________

                                        I.    A PREDECESSOR employer is a firm of which we were once a part or a firm
                                              absorbed by us because of a change of name, merger, acquisition or a
                                              change of corporate status.

                                              Service with and pay from a Predecessor shall be counted if this Plan is a
                                              continuation of a plan maintained by the Predecessor.

                                              1)    [ ] Service with and pay from any Predecessor shall be counted.
</TABLE>

                                        2

<PAGE>

<TABLE>
<S>                                     <C>
J.    Select (1) or (2).                J.    An ELIGIBLE EMPLOYEE is

                                              1)    [X] an Employee of ours or of an Adopting Employer. (See Item Y.)

                                              2)    [ ] an Employee of ours or of an Adopting Employer (see Item Y) who
                                                    is not represented for collective bargaining purposes by any
                                                    bargaining unit for which retirement benefits have been the subject
                                                    of good faith bargaining between Employee representatives and us.

                                        K.    ENTRY REQUIREMENTS

1)    Select (a) or (b).                      1)    SERVICE REQUIRED to become an Active Member:

                                                    a)    [ ] Service is not required.

b)    If selected, check (i) or (ii).               b)    [X] The minimum Entry Service required is
      Up to 1 year may be used
      (6 months if Entry Date is
      Yearly Date).                                       i)    [X] 1 (one) whole year.

ii)   If selected, fill in numerator                      ii)   [ ] _________/12 of a year.
      of fraction (e.g. 6/12 for half
      a year).                                            Note: If a fractional part of a year is required, the
                                                          Hours Method may not be used to determine Entry Service.

2)    Select (a) or (b). (Use only if         2)    ENTRY SERVICE, subject to the provisions of Plan Section 1.02, shall
      service is required for entry.)               be determined as follows:

                                                    a)    [ ] ELAPSED TIME METHOD. Entry Service is the total of an
                                                          Employee's Periods of Service without regard to Hours of
                                                          Service.

b)    Only available if one year is                 b)    [X] HOURS METHOD. A year of Entry Service is an Entry Service
      used in K(1) above.                                 Period which has ended and in which an Employee has 1,000
                                                          Hours of Service, unless a lesser number is specified in (i)
                                                          below.

i)    Optional reduced Hours of                           i)    [ ] Hours of Service.
      Service requirement.

3)    Select (a) or (b).                      3)    AGE REQUIRED to become an Active Member:

                                                    a)    [ ] A minimum age is not required.

b)    Not over age 21 (20 1/2 if Entry              b)    [X] The Employee must be 21 or older.
      Date is Yearly Date).

                                              Note: The entry requirements shall not be more favorable for Highly
                                              Compensated Employees than for other Employees.
</TABLE>

                                        3

<PAGE>

<TABLE>
<S>                                     <C>
L.    Select one of the following       L.    ENTRY DATE. An Eligible Employee may enter the Plan as an Active Member on
      dates.                                  the earliest

                                              1)    [ ] Monthly Date,

                                              2)    [ ] Semi-yearly Date,

                                              3)    [X] Quarterly Date,

4)    If selected, age and service            4)    [ ] Yearly Date,
      required in Item K can't be over
      age 20 1/2 or more than 6               5)    [ ] date,
      months, respectively.
                                              on or after the date this Plan became effective, on which he meets all the
                                              entry requirements. This date is his ENTRY DATE.

                                        M.    PAY

                                              1)    COMPENSATION for purposes of Plan Section 3.06 is as defined
                                                    therein, under Information required to be reported under Code
                                                    Sections 6041 and 6051 (Wages, Tips and Other Compensation Box on
                                                    Form W-2), which is actually paid or made available by us for the
                                                    Limitation Year.

2)    Optional provision to continue          2)    [ ] The definition of Compensation above shall apply on and after the
      old definition until 1994                     1994 Limitation Year. The definition of Compensation on any date
      Limitation Year.                              before the 1994 Limitation Year shall be determined in accordance
                                                    with the provisions of the Prior Plan.

                                              3)    PAY for purposes of Plan Section 1.02 is the same as compensation
                                                    for purposes of Plan Section 3.06 as specified in (1) above.

4)    Optional provision to continue          4)    [ ] The definition of Pay in this Item M shall apply on and after the
      old definition until 1994 Plan                first Yearly Date in 1994. The definition of Pay on any date before
      Year.                                         the first Yearly Date in 1994 shall be determined in accordance with
                                                    the provisions of the Prior Plan.

                                              Pay shall include elective contributions. Elective contributions are
                                              amounts excludable from the gross income of the Employee under Code
                                              Sections 125, 402(a)(8), 402(h) or 403(b), and contributed by us, at the
                                              Employee's election, to a Code Section 401 (k) arrangement, a simplified
                                              employee pension, cafeteria plan or tax-sheltered annuity. Elective
                                              contributions also include Pay deferred under a Code Section 457 plan
                                              maintained by us and Employee contributions "picked up" by a governmental
                                              entity and, pursuant to Code Section 414(h)(2), treated as our
                                              contributions.
</TABLE>

                                       4

<PAGE>

<TABLE>
<S>                                           <C>
5)    Safe harbor fringe benefit              5)    For purposes of Elective Deferral Contributions only Pay shall not
      exclusion.                                    include reimbursements or other expense allowances, fringe benefits
                                                    (cash or non-cash), moving expenses, deferred compensation, and
                                                    welfare benefits, unless otherwise specified in (a) below.

a)    Optional provision to exclude                 a)    [ ] Pay for all purposes under the Plan shall not include
      fringe benefits for all                             reimbursements or other expense allowances, fringe benefits
      purposes.                                           (cash or non-cash), moving expenses, deferred compensation,
                                                          and welfare benefits.

                                              ANNUAL PAY is, on any given date, the Employee's Pay for the one-year
                                              period ending on the last day of the latest Plan Year ending on or before
                                              that date.

                                              Pay is modified as follows:

                                              Item (6) shall only apply to the Pay used for purposes of determining
                                              excess amounts under Plan Section 3.07.

                                              6)    [ ] Pay shall include only amounts received while an Active Member
                                                    of the Plan for the period described in Plan Section 3.07.

                                          N.  ELECTIVE DEFERRAL CONTRIBUTIONS for a Member are equal to a portion of Pay as
                                              specified in the written elective deferral agreement. An Employee who is
                                              eligible to participate in the Plan may file an elective deferral agreement with
                                              us. The elective deferral agreement to start Elective Deferral Contributions may
                                              be effective on a Member's Entry Date (Reentry Date, if applicable) or any
                                              following Semi-yearly Date, unless otherwise specified in (1) below.

1)    Optional effective dates for            1)    [X] Following a Member's Entry Date (Reentry Date, if applicable), a Member's
      elective deferral agreements.                 elective deferral agreement may become effective on any
      If selected, check (a), (b),
      (c) or (d).

                                                    a)    [X] Monthly Date.

                                                    b)    [ ] Quarterly Date.

                                                    c)    [ ] Yearly Date.

                                                    d)    [ ] date.

                                              The Member shall make any change or terminate the elective deferral agreement by
                                              filing a new elective deferral agreement. A Member's elective deferral agreement
                                              making a change may be effective on any date an elective deferral agreement to
                                              start Elective Deferral Contributions could be effective. A Member's elective
                                              deferral agreement to stop Elective Deferral Contributions may be effective on any
                                              date. The elective deferral agreement must be in writing and effective before the
                                              beginning of the pay period in which Elective Deferral Contributions are to start,
                                              change or stop. A Member may not defer more than 20% of Pay for the Plan Year.
                                              Elective Deferral Contributions shall be limited as needed to meet
                                              nondiscrimination tests.
</TABLE>

                                        5
<PAGE>

<TABLE>
<S>                                           <C>
2)   Optional maximum.                              2)    [ ] _________% of Pay is the maximum Elective Deferral
     (Consider using 20% less the                         Contribution.
     amount of other Contributions
     made for the Member.)
                                              O.    [X] We shall make MATCHING CONTRIBUTIONS.

1)   If Item O is selected, check                   1)    The percentage of Elective Deferral Contributions matched is
     (a) or (b).

a)   Not more than 100%.                                  a)   [ ] ____________%.

                                                          b)   [X] determined by us, but won't be more than 100%.

i)   Optional minimum                                          i)    [ ] __________% is the minimum percentage.
     percentage.

ii)  Optional maximum                                          ii)   [ ] __________% is the maximum percentage.
     percentage. Less than
     100%.

2)   Optional limit on                              2)    [X] Elective Deferral Contributions which are over the percentage
     Elective Deferral Contributions                      of Pay below won't be matched.
     matched. If selected,
     check (a) or (b). Limit can                          a)   [X] 10%.
     help meet nondiscrimination
     tests.                                               b)   [ ] A percentage determined by us.

i)   Optional minimum                                          i)    [ ] __________% is the minimum percentage.
     percentage.

ii)  Optional maximum                                          ii)   [ ] __________% is the maximum percentage.
     percentage.

3)   If Item O is selected, check                   3)    Matching Contributions are made
     (a) or (b).

                                                          a)   [X] as Elective Deferral Contributions are made.

                                                          b)   [ ] at the end of the Plan Year for Members meeting the
                                                               requirements in Item Q.

4)   If (3)(a) is selected, this                    4)    [ ] At the end of the Plan Year we may make more Matching Contributions
     option may be used to                                for Members who made Elective Deferral Contributions. Our total Matching
     adjust the Matching                                  Contributions for the Plan Year shall be made as specified below.
     Contributions at the end of
     the Plan Year.

a)   Optional. Match at end                               a)   [ ] The Matching Contributions made at the end of the Plan Year
     of year only for those meeting                            shall only be made for those meeting the requirements in Item Q.
     requirements in Item Q.
</TABLE>

                                        6
<PAGE>

<TABLE>
<S>                                           <C>
b)   If (4) is selected,                                  b)   The percentage of Elective Deferral Contributions matched is
     check (i) or (ii).

i)   Not more than 100%.                                       i)    [ ] ____________%.

                                                               ii)   [ ] determined by us, but won't be more than 100%.

A.   Optional minimum                                                A.    [ ] ___________% is the minimum percentage.
     percentage.

B.   Optional maximum                                                B.    [ ] ___________% is the maximum percentage.
     percentage. Less than
     100%.

c)   Optional limit on                                    c)   [ ] Elective Deferral Contributions which are over the
     Elective Deferral Contributions                           percentage of Pay below won't be matched.
     matched if (4) is selected. If
     selected, check (i) or (ii).                              i)    [ ] ___________%.
     Limit will help meet
     nondiscrimination tests.                                  ii)   [ ] A percentage determined by us.

A.   Optional minimum                                                A.    [ ] _____________% is the minimum percentage.
     percentage.

B.   Optional maximum                                                B.    [ ] _____________% is the maximum percentage.
     percentage.

5)   If selected, Matching                          5)    [ ] Matching Contributions are Qualified Matching Contributions.
     Contributions may be tested for                      Qualified Matching Contributions are 100% vested and subject to the
     nondiscrimination with the                           withdrawal restrictions of Code Section 401(k).
     Elective Deferral Contributions.
                                                          Qualified Matching Contributions shall be made only for Nonhighly
                                                          Compensated Employees.

6)   Optional maximum on                            6)    [ ] Our Matching Contributions for a Member during any Plan Year
     Matching Contributions.                              shall not be more than $__________.

                                              P.    OTHER EMPLOYER CONTRIBUTIONS

1)   These contributions are                        1)    [ ] We shall make ADDITIONAL CONTRIBUTIONS equal to the
     a set amount. If selected,                           following:
     check the contribution
     formula, (a) or (b).

a)   If selected, check (i) or (ii).                      a)   [ ] PAY FORMULA. An amount equal to

                                                               i)    [ ] ____________% of Pay for the pay period for each
                                                                     Member who is an Active Member on the last day of
                                                                     that period.

                                                               ii)   [ ] _____________% of Annual Pay at the end of the Plan
                                                                     Year for Members who meet the requirements in Item Q.
</TABLE>

                                       7
<PAGE>

  b)  If selected, check (i), (ii),  b) [ ] SERVICE FORMULA. An amount equal to
      (iii) or (iv).

                                        i)   [ ] $_________ for the pay period
                                             for each Member who is an Active
                                             Member on the last day of that
                                             period.

                                       ii)  [ ] $_________ at the end of the
                                            Plan Year for Members who meet the
                                            requirements in Item Q.

iii)  No contribution for             iii)  [ ] $_________ for each Hour of
      paid nonworking hours                 Service he has performed during the
      such as vacation.                     pay period for each Member who is
                                            an Active Member during the pay
                                            period.

 iv)  Contribution is made for         iv)  [ ] $_________ for each Hour of
      paid nonworking hours such            Service credited during the pay
      as vacation.                          period for each Member who is
                                            an Active Member during the pay
                                            period.

  2)  These contributions are     2) [X] DISCRETIONARY CONTRIBUTIONS may be made
      determined by you each         for each Plan Year in an  amount determined
      year. If selected, check       by us. The amount of our Discretionary
      the allocation formula,        Contributions and Forfeitures, if
      (a) or (b).                    applicable, allocated to a person meeting
                                     the requirements in Item Q shall be equal
                                     to the following:

                                     a) [X] PAY FORMULA. An amount equal to our
                                        Discretionary Contributions and
                                        Forfeitures, if applicable, multiplied
                                        by the ratio of such person's Annual Pay
                                        to the total Annual Pay of all such
                                        persons.

                                     b) [ ] INTEGRATED FORMULA. An amount equal
                                        to a percentage of the person's Annual
                                        Pay up to the Integration Level plus a
                                        percentage (equal to 2 times the first
                                        percentage) of his Annual Pay over the
                                        Integration Level. The first percentage
                                        shall be the Maximum Integration Rate,
                                        unless otherwise specified in (i) below.

  i)  Optional percentage. If           i)   [ ] _________%. (If this percentage
      selected, fill in a                    exceeds the Maximum Integration
      percentage up to the                   Rate, the Maximum Integration Rate
      Maximum Integration Rate.              shall apply.)

                                       8

<PAGE>

                                     If our Discretionary Contributions and
                                     Forfeitures, if applicable, are not great
                                     enough to provide this allocation, the
                                     percentage above shall be proportionally
                                     reduced.

                                     If our Discretionary Contributions and
                                     Forfeitures, if applicable, are more than
                                     enough to provide the allocation above, any
                                     amount remaining shall be allocated in the
                                     same manner as provided in the Pay Formula,
                                     Item P(2)(a).

                                     ii)     The MAXIMUM INTEGRATION RATE shall
                                             be determined according to the
                                             following schedule:

<TABLE>
<CAPTION>
                                             MAXIMUM
                                           INTEGRATION
        INTEGRATION LEVEL                      RATE
<S>                                        <C>
100% of TWB                                   5.7%
Less than 100%, but more than
  80% of TWB                                  5.4%
More than the greater of $10,000
  or 20% of TWB, but not more than
  80% of TWB                                  4.3%
Not more than the greater of
  $10,000 or 20% of TWB                       5.7%
</TABLE>

                                             "TWB" means the taxable wage base
                                             as in effect on the latest Yearly
                                             Date. "Taxable wage base" means the
                                             maximum amount of earnings which
                                             may be considered for wages for a
                                             year under Code Section 3121(a)(1).

                                             On any date the portion of the rate
                                             of tax under Code Section 3111(a)
                                             (in effect on the latest Yearly
                                             Date) which is attributable to old
                                             age insurance exceeds 5.7%, such
                                             rate shall be substituted for 5.7%
                                             and 5.4% and 4.3% shall be
                                             increased proportionately.

                                     iii)    The INTEGRATION LEVEL is the
                                             taxable wage base (as defined in
                                             (ii) above) as in effect on the
                                             latest Yearly Date, unless
                                             otherwise specified in A. or B.
                                             below.

A.  Optional dollar amount.                  A.  [ ] $__________.
    Must be less than such
    taxable wage base.

B.  Optional percentage of                   B.  [ ] ________% of such taxable
    such taxable wage base. Must                 wage base.
    be less than 100%.

                                       9
<PAGE>

<TABLE>
<S>                                           <C>
                                              Q.    NET PROFITS AND CONTRIBUTION REQUIREMENTS

                                                    1)    Our Contributions shall be made out of our current or accumulated
                                                          NET PROFITS unless otherwise specified below.

                                                          a)   [X] Our Contributions may be made without regard to our current
                                                               or accumulated Net Profits.

2)  If annual contributions                         2)    CONTRIBUTION REQUIREMENTS. Our Contributions which are subject to the
    are subject to these                                  requirements of this Item Q and Forfeitures are allocated to each
    requirements, select (a) or
    (b). If advance funding is
    used, (a) must be checked.                            a)   [ ] person who was an Active Member at any time during
                                                               the Plan Year.

                                                          b)   [X] person who was an Active Member at any time during the Plan
                                                               Year and if he is not an Active Member on the last day of the
                                                               Plan  Year, he has at least 500 Hours of Service during the
                                                               12-consecutive month period ending on the last day of such Plan
                                                               Year, unless a lesser number is specified in (i) below.

i)  Optional reduced Hours                                     i) [ ] _____________ Hours of Service.
    of Service requirement.

Optional requirements for the                             If selected, the requirements in (c), (d) or (e) below
1989 Plan Year only. If                                   shall apply for the 1989 Plan Year in lieu of the requirements
selected, select only one.                                selected above.

                                                          c)   [ ] Active Member on that date.

d)  Up to 1,000 may be used.                              d)   [ ] Active Member on that date who has at least________ Hours
                                                               of Service during the 12-consecutive month period ending
                                                               on the last day of such Plan Year.

e)  Up to 1,000 may be used.                              e)   [ ] person who was an Active Member at any time during the Plan
                                                               Year who has at least ________ Hours of Service during the
                                                               12-consecutive month period ending on the last day of such
                                                               Plan Year.

                                              R.    CONTRIBUTION MODIFICATIONS

                                                      Contribution Limitations: The Annual Additions for a Member during a
                                                    Limitation Year shall not be more than the Maximum Permissible Amount.
                                                    (See Plan Sections 3.06 and 10.05.)

1)  Fill in the last day of                         1)    The Limitation Year is the 12-consecutive month period
    the Limitation Year. Normally,                        ending on each December 31 (month and day).
    the last day of the Plan Year
    is used. You must match the
    Limitation Years of all your
    other plans.
</TABLE>

                                       10
<PAGE>

<TABLE>
<S>                                                 <C>
If you or an Employer, as                           2)    If the Member is covered under another qualified defined
defined in Plan Section 3.06,                             contribution plan maintained by the Employer, as defined in Plan
maintain or ever maintained                               Section 3.06, other than a Master or Prototype Plan:
another qualified plan in
which any Member in this Plan
is (or was) a member or could                             a)   [ ] The provisions of (f) through (k) of Plan Section 3.06 will
become a member, you must                                      apply as if the other plan were a Master or Prototype Plan.
complete (2) and (3) of this
Item R.                                                   b)   [ ] The method described on the attached page shall be used to
                                                               limit total Annual Additions to the Maximum Permissible Amount,
                                                               and will properly reduce the Excess Amounts, in a manner which
                                                               precludes Employer discretion.

                                                    3)    If the Member is or has ever been a member in a defined benefit plan
                                                          maintained by the Employer, as defined in Plan Section 3.06, the
                                                          method described on the attached page shall be used to satisfy the
                                                          1.0 limitation of Code Section 415, in a manner which precludes
                                                          Employer discretion.

In Years when this Plan is a                          Top-heavy Plan Requirements: The amount and allocation of Contributions
Top-heavy Plan, special                             shall be subject to the provisions of Article X of the Plan in Years when
minimum and maximum                                 this is a Top-heavy Plan.
Contribution provisions apply.
Use Items (4) through (6), as                       4)    [ ] Key Employees who are Employees on the last day of the Year
needed, to meet the                                       shall also receive the minimum allocation required in Years when
requirements for your plans                               this is a Top-heavy Plan.
which are top-heavy or to
extend the minimums to other                        5)    [ ] The minimum allocation in (4) above and in Article X shall apply
employees or Years. The items                             in all Years without regard to whether or not this is a Top-heavy
you select here override any                              Plan or to the requirements in Item Q.
provisions of Article X to the
contrary.                                           6)    [ ] The method described on the attached page shall be used to meet
                                                          the minimum allocation and benefit requirements in Years when this
                                                          is a Top-heavy Plan, in a manner which precludes Employer
                                                          discretion.

                                                    Present Value: For purposes of establishing Present Value to compute the
                                                    Top-heavy Ratio, any benefit shall be discounted only for 7 1/2% interest
                                                    and mortality according to the 1971 Group Annuity Table (Male) without the
                                                    7% margin but with projection by Scale E from 1971 to the later of (a)
                                                    1974, or (b) the year determined by adding the age to 1920, and wherein
                                                    for females the male age six years younger is used, unless otherwise
                                                    specified in (7) and (8) below:

                                                    7)    [ ] Interest rate ___________%.

                                                    8)    [ ] Mortality table: _______________________________________________
                                                    __________________________________________________________________________
                                                    __________________________________________________________________________
</TABLE>

                                       11















<PAGE>

<TABLE>
<S>                                           <C>
                                              S.    VOLUNTARY CONTRIBUTIONS are not permitted, unless otherwise
                                                    specified in (1) below.

1)   Select if Voluntary                            1)    [ ] Voluntary Contributions are permitted.
     Contributions are permitted.

T.   Select (1) or (2)                        T.    INVESTMENT
     and complete (3).

1)   If selected, fill in the names                 1)    [X] The Plan is trusteed. Plan assets may be invested in
     of all trustees. (Consider                           an Annuity Contract and other funding vehicle(s).
     naming two or more.)
     Complete (a) and (b).                          We have named the following person(s) to act as TRUSTEE under the
                                                    Trust:

                                                    EDWARD M JAMISON
                                                    CATHY ROBINSON
                                                    LYNN DABBERT
                                                    __________________________________________________________________
                                                    __________________________________________________________________
                                                    __________________________________________________________________
                                                    __________________________________________________________________
                                                    __________________________________________________________________

a)   If the Plan is trusteed,                             a)   LIFE INSURANCE
     select (i) or (ii).
                                                               i)   [ ] With the Trustee's consent and subject to the limits and
                                                                    provisions of Article IV of the Plan, an Active Member may
                                                                    elect to have part of his Account which results from our
                                                                    Contributions applied to purchase life insurance coverage on
                                                                    his life.

                                                               ii)  [X] Life insurance coverage is not provided under this Plan.

b)   If the Plan is trusteed,                             b)   LOANS
     select (i) or (ii).

                                                               i)   [ ] The Trustee shall not make a loan to a Member.

                                                               ii)  [X] The Trustee may make a loan to a Member from the Trust
                                                                    Fund, subject to the provisions of Plan Section 5.06.

iii) Fill in the person or                                     iii) EDWARD M JAMISON
     position authorized to                                    ________________________________________________________________
     administer the Member loan                                is the Loan Administrator.
     program. Principal Life
     Insurance Company may not be
     used.

iv)  Optional minimum loan                                     iv)  [X] The minimum amount of any loan is $1,000
     amount. Fill in up to $1,000. If
     none is selected, there is no
     minimum.
</TABLE>

                                       12
<PAGE>

<TABLE>
<S>                                                 <C>
v)   Optional maximum loan amount.                             v)   [ ] The maximum amount of any loan is the lesser of 50%
     Fill in up to $49,999. If none                                 of the Member's Vested Account or $ __________, reduced by
     is selected, the maximum is the                                any outstanding loan balance.
     lesser of 50% of Vested Account
     or $50,000, reduced by any loan
     balance.

vi)  Optional number of                                        vi)  The number of outstanding loans shall be of limited to one,
     outstanding loans.                                                 unless otherwise specified in A. or B. below.

                                                                    A.  [ ] The number shall be limited to ____________

                                                                    B.  [ ] The number shall not be limited.

vii) Optional number of loans                                  vii) The number of loans approved in a 12-month period
     approved in any 12-month                                       shall be limited to one, unless otherwise specified
     period.                                                        in A. or B. below.

                                                                    A.  [ ] The number shall be limited to ____________

                                                                    B.  [ ]  The number shall not be limited.

                                                    2)    [ ] The Plan is not trusteed. Plan assets shall be invested only in
                                                          an Annuity Contract.

3)   Select (a), (b) or (c).                        3)    Subject to the provisions of Article IV and  VIIIA of the Plan  and
                                                          the Annuity Contract, the investment of a Member's Account shall be
                                                          directed by

                                                          a)   [ ] the Member with the Trustee's consent (our consent, if not
                                                               trusteed).

                                                          b)   [X] the Member.

                                                          c)   [ ] the Trustee (us, if not trusteed).
</TABLE>

                                       13









<PAGE>

<TABLE>
<S>                                           <C>
                                              U.    VESTING PERCENTAGE is used to determine the nonforfeitable percentage of a
                                                    Member's Account resulting from our Contributions.

                                                    The Vesting Percentage for a Member who is an Employee on the date he
                                                    reaches Normal Retirement Age, meets the requirement(s) for Early
                                                    Retirement Date, becomes Totally Disabled or dies, whichever occurs first,
                                                    shall be 100% on such date.

1)   Check any other Employer                       1)    Fully Vested Contributions. Elective Deferral Contributions are
     Contributions which are                              100% vested. Qualified Matching Contributions are 100% vested. The
     also 100% vested.                                    following Employer Contributions are also 100% vested at all times.

                                                          a)   [ ] All other Employer Contributions.

                                                          b)   [ ] Additional Contributions.

                                                          c)   [ ] Matching Contributions.

                                                          d)   [ ] Discretionary Contributions.

2)   Select one of the schedules                    2)    A Member's Account resulting from our Contributions which are not 100%
     below if some Employer                               vested is subject to the Vesting Percentage determined below.
     Contributions aren't 100% vested
     when made.

e)   If selected, fill in the
     percentages. The schedule must
     provide full (100%) vesting
     after 5 years of Vesting Service
     or must at all times be as great
     as the Vesting Percentage which
     the schedule in (d) would
     provide.
</TABLE>

<TABLE>
<CAPTION>
  Vesting
  Service                      Vesting Percentage

                  (a)       (b)       (c)       (d)        (e)
                  [ ]       [ ]       [ ]       [ ]        [X]
<S>               <C>       <C>       <C>       <C>        <C>
Less than 1        0          0        0          0          0
                                                           ---
     1             0          0        0          0          0
                                                           ---
     2             0         20        0          0          0
                                                           ---
     3            100        40        0         20         20
                                                           ---
     4                       60        0         40         60
                                                           ---
     5                       80       100        60        100
                                                           ---
     6                      100                  80
                                                           ---
     7                                          100
                                                           ---
</TABLE>

A Member's Vesting Percentage determined above shall never be reduced in later
years. If this Plan is or ever has been a Top-heavy Plan, the minimum vesting
provisions of Article X shall apply.

                                       14






<PAGE>

<TABLE>
<S>                                           <C>
V.   Select (1) or (2). (Don't                V.    VESTING SERVICE, subject to the provisions of Plan Section 1.02, shall
     use this item if all Employer                  be determined as follows:
     Contributions are fully
     vested and Early                               1)    [X] ELAPSED TIME METHOD. Vesting Service is the total of an
     Retirement Date is not                               Employee's countable Periods of Service without regard to
     based on Vesting                                     Hours of Service.
     Service.)
                                                    2)    [ ] HOURS METHOD. A year of Vesting Service is a Vesting Service
                                                          Period in which an Employee has 1,000 Hours of Service, unless a
                                                          lesser number is specified in (a) below.

a)   Optional reduced Hours of                            a)   [ ] ____________ Hours of Service.
     Service requirement.

Select any modifications                            Vesting Service is modified as follows:
below which apply.
                                                    3)    [ ] Service before the Effective Date is the total of an Employee's
                                                          countable service with us, expressed in whole years and fractional
                                                          parts of a year (counting a partial month as a complete month).

4)   For restated plans only.                       4)    [ ] Service before the Restatement Date shall be determined under the
                                                          provisions of the Prior Plan in effect on the day before that date.

                                                    5)    [ ] Service before the Effective Date shall not be counted.

                                                      Note: If the Hours Method is used, the selections above apply to service
                                                    before the start of the first service period ending after the Effective or
                                                    Restatement Date.
</TABLE>

                                       15
<PAGE>

<TABLE>
<S>                           <C>
                              W.   WITHDRAWAL BENEFITS.

                                   1)   A Member may withdraw, in a single sum,
                                        any part of his Vested Account resulting
                                        from Voluntary Contributions. A Member
                                        may make only two such withdrawals in
                                        any twelve-month period, unless
                                        otherwise specified in (a) below.

a)   Optional frequency for             a)   [ ] A Member may make
     withdrawal of Voluntary
     Contributions. If                       i)   [ ] such a withdrawal at any
     selected, check (i) or                       time.
     (ii).
                                             ii)  [ ] only ___________ such
                                                  withdrawal(s) in any
                                                  twelve-month period.

2)   Optional 401(k)               2)   [x] Unless otherwise specified in (a)
     hardship withdrawal.               below, a Member may withdraw any part of
                                        his Vested Account which does not result
                                        from Voluntary Contributions or
                                        Qualified Matching Contributions in the
                                        event of undue financial hardship.
                                        Withdrawals from the Member's Account
                                        resulting from Elective Deferral
                                        Contributions shall be limited to the
                                        amount of the Member's Elective Deferral
                                        Contributions (and earnings thereon
                                        accrued as of December 31, 1988). The
                                        withdrawal is subject to the provisions
                                        of Plan Section 5.05.

a)   Optional restriction on            a)   [ ] Such withdrawal shall be
     hardship withdrawal.                    limited to the amount of the
                                             Member's Elective Deferral
                                             Contributions (and earnings thereon
                                             accrued as of December 31, 1988).

3)   Optional withdrawal           3)   [ ] A Member may withdraw any part of
     after age 59 1/2.                  his Vested Account which does not result
                                        from Voluntary Contributions at any time
                                        after he attains age 59 1/2. A Member
                                        may make only two such withdrawals in
                                        any twelve-month period, unless
                                        otherwise specified in (a) below.

a)   Optional frequency for             a)   [ ] A Member may make
     withdrawal after age
     59 1/2. If selected, check              i)   [ ] such a withdrawal at any
     (i) or (ii).                                 time.

                                             ii)  [ ] only ___________ such
                                                  withdrawal(s) in any
                                                  twelve-month period.

                                   Note: Withdrawals are subject to the
                                   qualified election procedures of Article VI.
</TABLE>

                                       16

<PAGE>

<TABLE>
<S>                           <C>
                              X.   RETIREMENT

1)   Normal Retirement Age         1)   NORMAL RETIREMENT AGE is the age at
     may not exceed any                 which the Member's Account shall become
     mandatory retirement               nonforfeitable if he is an Employee. A
     age imposed by you on              Member's Normal Retirement Age is age
     your Employees. Must               65, unless otherwise specified in (a) or
     use (a) or (b) if                  (b) below.
     mandatory age is
     younger than 65.

a)   Optional Normal                    a)   [ ] Age _________.
     Retirement Age. Fill in
     age younger than 65.

b)   Optional Normal                    b)   [ ]The older of age _________ or
     Retirement Age. Fill in                 his age on the date________ years
     up to age 65 and 5                      after the first day of the Plan Year
     years.                                  in which his Entry Date occurred.

i)   Optional maximum age of                 i)   [ ] A Member's Normal
     70 if (b) is selected.                       Retirement Age shall not be
                                                  older than age 70.

                                        A Member's Normal Retirement Age shall
                                        not be older than normal retirement age
                                        under the Plan (Prior Plan) on the day
                                        before any change in the Normal
                                        Retirement Age provisions, if he was a
                                        Member on such date.

2)   Select (a) or (b).            2)   EARLY RETIREMENT DATE

a)   If selected, check (i),            a)   [X] Early Retirement Date is the
     (ii) or both. An                        first day of the month before a
     Employee's Account is                   Member's Normal Retirement Date
     100% vested when the                    which he selects for the start of
     requirements are met.                   retirement benefits. This day shall
                                             be on or after the date the Member
                                             ceases to be an Employee and the
                                             date the following requirement(s)
                                             are met:

                                             i)   [X] He is age 55.

                                             ii)  [X] He has 5 years of Vesting
                                                  Service.

                                        b)   [ ] Early retirement is not
                                             permitted. (Vested benefits begin
                                             as provided in Section 5.03 of the
                                             Plan.)
</TABLE>

                                       17
<PAGE>

By executing this Adoption Agreement, we, the Employer adopt "Principal
Financial Group Prototype for Savings Plans" for the exclusive benefit of our
employees. Our selections and specifications contained in this Adoption
Agreement and the terms, provisions and conditions provided in Principal
Financial Group Prototype Basic Savings Plan constitute our PLAN. No other basic
plan may be used with this Adoption Agreement.

It is understood that Principal Life Insurance Company is not a party to our
Plan and shall not be responsible for any tax or legal aspects of our Plan. We
assume responsibility for these matters. We acknowledge that we have counseled,
to the extent necessary, with selected legal and tax advisors. The obligations
of Principal Life Insurance Company shall be governed solely by the provisions
of its contracts and policies. Principal Life Insurance Company shall not be
required to look into any action taken by the Plan Administrator, Named
Fiduciary, Trustee or us and shall be fully protected in taking, permitting or
omitting any action on the basis of our actions. Principal Life Insurance
Company shall incur no liability or responsibility for carrying out actions as
directed by the Plan Administrator, Named Fiduciary, Trustee or us.

      This Plan is an important legal document. It may not fit your situation.
      You will want to consult with your lawyer on whether it does or not and on
      its tax and legal implications, for which neither Principal Life Insurance
      Company nor its agents can assume responsibility.

      Failure to properly fill out this Adoption Agreement may result in
      disqualification of this Plan. Principal Life Insurance Company will
      inform you of any amendments made to the Plan or of the abandonment of the
      Plan. The address of Principal Life Insurance Company is 711 High Street,
      Des Moines, Iowa 50392-0001. When you first adopt the prototype, Principal
      Life will assign a contact person and give you a toll-free number. If you
      have not been assigned a contact person, call 1-800-543-4015, Extension
      75397, for assistance.

      If you have ever maintained or later adopt a plan (including, after
      December 31, 1985, a welfare benefit fund, as defined in Code Section
      419(e), which provides post-retirement medical benefits allocated to
      separate accounts for key employees, as defined in Code Section 419A(d)(3)
      or an individual medical account as defined in Code Section 415(l)(2)) in
      addition to this Plan, you may not rely on the opinion letter issued by
      the National Office of the Internal Revenue Service as evidence that this
      Plan is qualified under Code Section 401. If you ever maintain any such
      plan, in order to obtain reliance with respect to the qualification of
      your plan, you must apply to your Key District Office for a determination
      letter.

                            (Complete in black ink.)

          This Adoption Agreement is executed   NOVEMBER 24  ,  1998
                                              ---------------  -------
                                              (month and day)  (year)

                                        FOR THE EMPLOYER

                                        By /s/ EDWARD M JAMISON
                                           -------------------------------------
                                                        (signature)

                                        PRESIDENT & CEO
                                        ----------------------------------------
                                                          (title)

                                        [ ] By my signature above, I hereby
                                        execute this Adoption Agreement on
                                        behalf of each Adopting Employer
                                        identified in Item Y.

                                        ACKNOWLEDGEMENT BY THE NAMED FIDUCIARY
                                        (IF OTHER THAN THE EMPLOYER OR TRUSTEE).

                                        By _____________________________________
                                                        (signature)

Amend No. 3, Effective September 30, 1998       Annuity Contract No.: GA 4-22308

                                       18
<PAGE>

Y.    ADOPTING EMPLOYERS

      There are no Adopting Employers under this Plan.

                                       19
<PAGE>

FOR THE TRUSTEE(S)

      By /s/ EDWARD M JAMISON
         -------------------------------
                (signature)
  Title: PRESIDENT/CEO
Address: 1400 S RAINBOW BLVD
         LAS VEGAS NV 89102-2954

      By /s/ CATHY ROBINSON
         -------------------------------
                (signature)
  Title: SUP-CFO
Address: 1400 S RAINBOW BLVD
         LAS VEGAS NV 89102-2954

      By /s/ LYNN DABBERT
         -------------------------------
                (signature)
  Title: AUP. ADMINISTRATION
Address: 1400 S RAINBOW BLVD
         LAS VEGAS NV 89102-2954

      By _______________________________
                (signature)
  Title: _______________________________
Address: _______________________________
         _______________________________
         _______________________________
         _______________________________
         _______________________________
         _______________________________

Amend No. 3, Effective September 30, 1998       Annuity Contract No.: GA 4-22308

                                       20
<PAGE>

FOR THE TRUSTEE(S)

      By _______________________________
                (signature)
  Title: _______________________________
Address: _______________________________
         _______________________________
         _______________________________
         _______________________________
         _______________________________
         _______________________________

      By _______________________________
                (signature)
  Title: _______________________________
Address: _______________________________
         _______________________________
         _______________________________
         _______________________________
         _______________________________
         _______________________________

      By _______________________________
                (signature)
  Title: _______________________________
Address: _______________________________
         _______________________________
         _______________________________
         _______________________________
         _______________________________
         _______________________________

      By _______________________________
                (signature)
  Title: _______________________________
Address: _______________________________
         _______________________________
         _______________________________
         _______________________________
         _______________________________
         _______________________________

Amend No. 3, Effective September 30, 1998       Annuity Contract No.: GA 4-22308

                                       21
<PAGE>

Item R(2)(b) The method used to limit Annual Additions to the Maximum
Permissible Amount:

Item R(3) The method used to satisfy the 1.0 limitation of Code Section 415.

Item R(6) The method used to meet the minimum contribution and allocation
requirements in Years when this is a Top-heavy Plan:
<PAGE>



                            PRINCIPAL FINANCIAL GROUP
                                   PROTOTYPE

                               BASIC SAVINGS PLAN

                               BASIC PLAN NO.: 02
                                 TO BE USED WITH
                     ADOPTION AGREEMENT PLAN NOS.: 001 - 002

                             APPROVED: JULY 22, 2003

                        [PRINCIPAL FINANCIAL GROUP LOGO]

                            PRINCIPAL LIFE
                            INSURANCE COMPANY
                            Des Moines, Iowa 50392-0001

<PAGE>

                                TABLE OF CONTENTS

INTRODUCTION

ARTICLE I - FORMAT AND DEFINITIONS

      Section 1.01 - Format
      Section 1.02 - Definitions

ARTICLE II - PARTICIPATION

      Section 2.01 - Active Member
      Section 2.02 - Inactive Member
      Section 2.03 - Cessation of Participation
      Section 2.04 - Adopting Employers - Separate Plans
      Section 2.05 - Adopting Employers - Single Plan

ARTICLE III - CONTRIBUTIONS

      Section 3.01 - Employer Contributions
      Section 3.02 - Voluntary Contributions by Members
      Section 3.03 - Rollover Contributions
      Section 3.04 - Forfeitures
      Section 3.05 - Allocation
      Section 3.06 - Contribution Limitation
      Section 3.07 - Excess Amounts
      Section 3.08 - 401(k) Safe Harbor Provisions
      Section 3.09 - 401(k) SIMPLE Provisions

ARTICLE IV - INVESTMENT OF CONTRIBUTIONS

      Section 4.01 - Investment and Timing of Contributions
      Section 4.01A - Investment in Qualifying Employer Securities
      Section 4.02 - Purchase of Insurance
      Section 4.03 - Transfer of Ownership
      Section 4.04 - Termination of Insurance

ARTICLE V - BENEFITS

      Section 5.01 - Retirement Benefits
      Section 5.02 - Death Benefits
      Section 5.03 - Vested Benefits
      Section 5.04 - When Benefits Start
      Section 5.05 - Withdrawal Benefits
      Section 5.06 - Loans to Members
      Section 5.07 - Distributions Under Qualified Domestic Relations Orders

                                       i

<PAGE>

ARTICLE VI - DISTRIBUTION OF BENEFITS FOR PLANS WHICH PROVIDE FOR LIFE ANNUITIES

      Section 6.01 - Automatic Forms of Distribution
      Section 6.02 - Optional Forms of Distribution
      Section 6.03 - Election Procedures
      Section 6.04 - Notice Requirements
      Section 6.05 - Transitional Rules

ARTICLE VIA - DISTRIBUTION OF BENEFITS FOR PLANS WHICH DO NOT PROVIDE FOR LIFE
              ANNUITIES

      Section 6A.01 - Automatic Forms of Distribution
      Section 6A.02 - Optional Forms of Distribution
      Section 6A.03 - Election Procedures
      Section 6A.04 - Notice Requirements

ARTICLE VII - DISTRIBUTION REQUIREMENTS

      Section 7.01 - Application
      Section 7.02 - Definitions
      Section 7.03 - Distribution Requirements
      Section 7.04 - Transitional Rules

ARTICLE VIII - TERMINATION OF THE PLAN

ARTICLE IX - ADMINISTRATION OF THE PLAN

      Section 9.01 - Administration
      Section 9.02 - Expenses
      Section 9.03 - Records
      Section 9.04 - Information Available
      Section 9.05 - Claim and Appeal Procedures
      Section 9.06 - Delegation of Authority
      Section 9.07 - Exercise of Discretionary Authority
      Section 9.08 - Transaction Processing
      Section 9.09 - Voting and Tender of Qualifying Employer Securities
      Section 9.10 - Voting and Tender of Self-directed Brokerage Accounts

ARTICLE X - GENERAL PROVISIONS

      Section 10.01 - Amendments
      Section 10.02 - Direct Rollovers
      Section 10.03 - Mergers and Direct Transfers
      Section 10.04 - Provisions Relating to the Insurer and Other Parties
      Section 10.05 - Employment Status
      Section 10.06 - Rights to Plan Assets
      Section 10.07 - Beneficiary
      Section 10.08 - Nonalienation of Benefits
      Section 10.09 - Construction

                                       ii

<PAGE>

      Section 10.10 - Legal Actions
      Section 10.11 - Small Amounts
      Section 10.12 - Word Usage
      Section 10.13 - Change in Service Method
      Section 10.14 - Military Service
      Section 10.15 - Qualification of Plan

ARTICLE XI - TOP-HEAVY PLAN REQUIREMENTS

      Section 11.01 - Application
      Section 11.02 - Definitions
      Section 11.03 - Modification of Vesting Requirements
      Section 11.04 - Modification of Contributions
      Section 11.05 - Modification of Contribution Limitation

ATTACHMENTS

      Attachment A - Discretionary Trust Agreement
      Attachment B - Corporate Directed Trust Agreement
      Attachment C - Corporate Custodial Trust Agreement
      Attachment D - Passive Trust Agreement
      Attachment E - Trustar(R) Retirement Services Directed Trust Agreement

                                      iii

<PAGE>

                                       iv

<PAGE>

INTRODUCTION

The provisions of this Plan apply as of the Effective Date or such later date as
may be specified in Item A of the Adoption Agreement, except as provided in any
attached addendums.

ARTICLE I
FORMAT AND DEFINITIONS

SECTION 1.01 - FORMAT.

Our retirement plan is set out in this document, the attached Adoption Agreement
which we signed, and any amendments to these documents. If our Adoption
Agreement indicates that a Trust Agreement has been set up, our retirement plan
also includes the attached Trust Agreement(s) that we selected, and any
amendments to these agreements.

Words and phrases defined in Section 1.02 shall have that defined meaning when
used in this Plan, unless the context clearly indicates otherwise. These words
and phrases have initial capital letters to aid in identifying them as defined
terms. References to "Section" are references to parts of this document;
references to "Item" are references to parts of the Adoption Agreement.

Some of the defined terms and phrases in Section 1.02 and some of the provisions
contained in the following articles do not apply to our Plan and shall not be
used in our Plan. The provisions of the attached Adoption Agreement shall
determine whether or not the terms and provisions apply.

SECTION 1.02 - DEFINITIONS.

ACCOUNT means, for a Member, his share of the Plan Fund. Separate accounting
records shall be kept for those parts of the Member's Account resulting from the
following:

a) Required Contributions.

b) Nondeductible Voluntary Contributions.

c) Deductible Voluntary Contributions.

d) Rollover Contributions.

e) Elective Deferral Contributions.

f) Qualified Matching Contributions.

g) Matching Contributions that are not Qualified Matching Contributions.

h) Qualified Nonelective Contributions.

i) All other Employer Contributions.

If the Member's Vesting Percentage is less than 100% as to any of these
Contributions, a separate accounting record will be kept for any part of his
Account resulting from such Contributions and, if there has been a prior
Forfeiture Date, from such Contributions made before a prior Forfeiture Date.

                                       1

<PAGE>

A Member's Account shall be reduced by any distribution of his Account and by
any Forfeitures. The Member's Account shall participate in the earnings
credited, expenses charged, and any appreciation or depreciation of the
Investment Fund. His Account is subject to any minimum guarantees or other
interest crediting applicable under the Annuity Contract or other investment
arrangement and to any expenses associated therewith.

ACCRUAL SERVICE PERIOD means the period defined in Item R(3).

ACP TEST means the nondiscrimination test described in Code Section 401(m)(2) as
provided for in subparagraph (d) of Section 3.07.

ACP TEST SAFE HARBOR means the method described in subparagraph (c) of Section
3.08 for satisfying the ACP Test with respect to Matching Contributions.

ACTIVE MEMBER means an Eligible Employee who is actively participating in the
Plan according to the provisions of Section 2.01.

ADDITIONAL CONTRIBUTIONS means additional Employer Contributions. (See Item Q(2)
and Sections 3.01 and 3.09.)

ADOPTING EMPLOYER means an employer which is a Controlled Group member and which
is listed in Item AB of the Adoption Agreement. If the Adoption Agreement-
Standard is used and the transition period described in Code Section
410(b)(6)(C)(ii) has ended with respect to the primary Employer in Item B,
Adopting Employer shall also mean all other employers in the Controlled Group
for which such transition period has ended, whether or not listed in Item AB.

ADOPTION AGREEMENT means the attached document labeled Adoption Agreement which
contains our selections and specifications for our Plan.

ADP TEST means the nondiscrimination test described in Code Section 401(k)(3) as
provided for in subparagraph (c) of Section 3.07.

ADP TEST SAFE HARBOR means the method described in subparagraph (b) of Section
3.08 for satisfying the ADP Test.

AFFILIATED SERVICE GROUP means any group of corporations, partnerships or other
organizations of which we are a part and which is affiliated within the meaning
of Code Section 414(m) and regulations thereunder. Such a group includes at
least two organizations one of which is either a service organization (that is,
an organization the principal business of which is performing services), or an
organization the principal business of which is performing management functions
on a regular and continuing basis. Such service is of a type historically
performed by employees. In the case of a management organization, the Affiliated
Service Group shall include organizations related, within the meaning of Code
Section 144(a)(3), to either the management organization or the organization for
which it performs management functions. The term Controlled Group, as it is used
in this Plan, shall include the term Affiliated Service Group.

ALTERNATE PAYEE means any spouse, former spouse, child, or other dependent of a
Member who is recognized by a qualified domestic relations order as having a
right to receive all, or a portion of, the benefits payable under the Plan with
respect to such Member.

ANNUAL PAY means the Employee's annual Pay defined in Item N(3).

ANNUITY CONTRACT means the annuity contract or contracts into which we, and the
Adopting Employers adopting this Plan as a separate plan enter, or the Trustee
enters, whichever is appropriate, with the Insurer for guaranteed benefits, for
the investment of Contributions in

                                       2

<PAGE>

separate accounts, and for the payment of benefits under this Plan. The term
Annuity Contract as it is used in this Plan shall include the plural unless the
context clearly indicates the singular is meant.

ANNUITY STARTING DATE means, for a Member, the first day of the first period for
which an amount is payable as an annuity or any other form.

BASIC PLAN means this document which contains the basic provisions of our Plan.

BENEFICIARY means the person or persons named by a Member to receive any
benefits under the Plan when the Member dies. (See Section 10.07.)

CLAIMANT means any person who makes a claim for benefits under this Plan. (See
Section 9.05.)

CODE means the Internal Revenue Code of 1986, as amended.

CONTINGENT ANNUITANT means an individual named by a Member to receive a lifetime
benefit under the terms of a survivorship life annuity after the Member dies.

CONTRIBUTIONS means Elective Deferral, Matching, Qualified Nonelective,
Additional, Discretionary, Required, Voluntary, and Rollover Contributions,
unless the context clearly indicates only specific contributions are meant.

CONTROLLED GROUP means any group of corporations, trades, or businesses of which
we are a part that are under common control. A Controlled Group includes any
group of corporations, trades, or businesses, whether or not incorporated, which
is either a parent-subsidiary group, a brother-sister group, or a combined group
within the meaning of Code Section 414(b), Code Section 414(c) and regulations
thereunder and, for the purpose of determining contribution limitations under
Section 3.06, as modified by Code Section 415(h) and, for the purpose of
identifying Leased Employees, as modified by Code Section 144(a)(3). The term
Controlled Group, as it is used in this Plan, shall include the term Affiliated
Service Group and any other employer required to be aggregated with us under
Code Section 414(o) and the regulations thereunder.

DIRECT ROLLOVER means a payment by the Plan to the Eligible Retirement Plan
specified by the Distributee.

DISCRETIONARY CONTRIBUTIONS means discretionary Employer Contributions. (See
Item Q(3) and Section 3.01.)

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

EARLY RETIREMENT AGE means, for a Member, the age defined in Item Z(3).

EARLY RETIREMENT DATE means the date a Member selects for beginning his early
retirement benefit after he reaches Early Retirement Age and has ceased to be an
Employee. If a Member ceases to be an Employee before satisfying any age
requirement for Early Retirement Age, but after satisfying any other
requirements, the Member shall be entitled to elect an early retirement benefit
upon satisfying such age requirement. (See Item Z(3).)

EARNED INCOME means, for a Self-employed Individual, net earnings from
self-employment in the trade or business for which this Plan is established if
such Self-employed Individual's personal services are a material income
producing factor for that trade or business. Net earnings shall be

                                       3

<PAGE>

determined without regard to items not included in gross income and the
deductions properly allocable to or chargeable against such items. Net earnings
shall be reduced for our employer contributions to our qualified retirement
plan(s) to the extent deductible under Code Section 404.

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

EFFECTIVE DATE means the date specified in Item D.

ELECTIVE DEFERRAL CONTRIBUTIONS means Employer Contributions which are made in
accordance with elective deferral agreements between Eligible Employees and us.

Elective deferral agreements shall be made, changed, or terminated according to
the provisions of Item O. (See Item O and Section 3.01.)

Elective Deferral Contributions shall be 100% vested and subject to the
distribution restrictions of Code Section 401(k) when made. (See Section 5.04.)

ELIGIBLE EMPLOYEE means an Employee who meets the requirements specified in Item
J.

ELIGIBLE RETIREMENT PLAN means an individual retirement account described in
Code Section 408(a), an individual retirement annuity described in Code Section
408(b), an annuity plan described in Code Section 403(a), or a qualified plan
described in Code Section 401(a), that accepts the Distributee's Eligible
Rollover Distribution. However, in the case of an Eligible Rollover Distribution
to the surviving spouse, an Eligible Retirement Plan is an individual retirement
account or individual retirement annuity.

ELIGIBLE ROLLOVER DISTRIBUTION means 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: (i) any distribution that is one of a series of
substantially equal periodic payments (not less frequently than annually) made
for the life (or life expectancy) of the Distributee or the joint lives (or
joint life expectancies) of the Distributee and the Distributee's designated
Beneficiary, or for a specified period of ten years or more; (ii) any
distribution to the extent such distribution is required under Code Section
401(a)(9); (iii) any hardship distribution described in Code Section
401(k)(2)(B)(i)(IV) received after December 31, 1998; (iv) the portion of any
other distribution(s) that is not includible in gross income (determined without
regard to the exclusion for net unrealized appreciation with respect to employer
securities); and (v) any other distribution(s) that is reasonably expected to
total less than $200 during a year.

EMPLOYEE means an individual who is employed by us or any other employer
required to be aggregated with us under Code Sections 414(b), (c), (m), or (o).
A Controlled Group member is required to be aggregated with us.

The term Employee shall include any Self-employed Individual treated as an
employee of any employer described in the preceding paragraph as provided in
Code Section 401(c)(1). The term Employee shall also include any Leased Employee
deemed to be an employee of any employer described in the preceding paragraph as
provided in Code Section 414(n) or (o).

EMPLOYER means, except for purposes of Plan Section 3.06, the employer named in
Item B and any successor corporation, trade or business which will, by written
agreement, assume the obligations of this Plan or any Predecessor Employer which
maintained this Plan. The terms we, us, and ours, as they are used in this Plan,
refer to the Employer.

EMPLOYER CONTRIBUTIONS means the contributions made by us to fund the Plan. (See
Section 3.01 and 11.04.)

                                       4

<PAGE>

ENTRY BREAK means, when the elapsed time method is used to determine service, a
one-year Period of Severance beginning on an Employee's Severance Date. An
Employee incurs an Entry Break on the last day of a one-year Period of
Severance.

When the hours method is used to determine service, Entry Break is defined in
Item L(2)(b)(iv). An Employee incurs an Entry Break on the last day of the Entry
Service Period in which he has an Entry Break.

ENTRY DATE means the date an Employee first enters the Plan as an Active Member.
(See Item M and Section 2.01.)

ENTRY SERVICE means an Employee's service defined in Item I(2). Entry Service
shall include service with a Controlled Group member while we are both members
of the Controlled Group.

If Item I(1)(a)(i) is selected, Entry Service shall include service with a
Predecessor Employer which did not maintain this Plan. If Item I(2)(b)(i) is
selected, Entry Service shall include service with a Prior Employer.

Entry Service shall include a Period of Military Duty. If the elapsed time
method is used, the entire Period of Military Duty shall be included to the
extent it has not already been counted as Entry Service. If the hours method is
used, an Hour of Service shall be credited (without regard to the 501 Hours of
Service limitation) for each hour the Employee would normally have been
scheduled to work for us during such Period of Military Duty to the extent such
hour has not already been counted for purposes of Entry Service.

If the elapsed time method is used, Entry Service shall be measured from his
Hire Date to his most recent Severance Date. Entry Service shall be reduced by
any Period of Severance that occurred prior to his most recent Severance Date,
unless such Period of Severance is included under the service spanning rule
below. This period of Entry Service shall be expressed as years (on the basis
that 365 days equal one year), months (on the basis that 30 days equals one
month) or days.

If the elapsed time method is used, Entry Service shall include a Period of
Severance (service spanning rule) if:

a)    the Period of Severance immediately follows a period during which an
      Employee is not absent from work and ends within 12 months, or

b)    the Period of Severance immediately follows a period during which an
      Employee is absent from work for any reason other than quitting, being
      discharged, or retiring (such as a leave of absence or layoff) and ends
      within 12 months of the date he was first absent.

If the hours method is used and the Entry Service Period shifts to the Plan
Year, an Employee will be credited with two years of Entry Service if he has the
Hours of Service required for a year of Entry Service in both his first and
second Entry Service Periods.

If the method of crediting Entry Service changes, the provisions of Section
10.13 shall apply.

ENTRY SERVICE PERIOD means the period defined in Item L(2)(b)(iii). If an
Employee has a Rehire Date, a new Entry Service Period shall begin on that date
in the same manner as if it were a Hire Date.

ERISA means the Employee Retirement Income Security Act of 1974, as amended.

                                       5

<PAGE>

401(k) SAFE HARBOR PLAN means a plan which satisfies the ADP Test Safe Harbor
and to which the 401(k) safe harbor provisions of Section 3.08 apply as elected
in Item O(8).

401(k) SIMPLE PLAN means a plan to which the 401(k) SIMPLE provisions of
Section 3.09 apply as elected in Item O(9).

FISCAL YEAR means our taxable year. (See Item F.)

FORFEITURE means the part, if any, of a Member's Account which is forfeited.
(See Section 3.04.)

FORFEITURE DATE means, as to a Member, the date the Member incurs five
consecutive Vesting Breaks.

HIGHLY COMPENSATED EMPLOYEE means any Employee who:

a)    was a 5-percent owner at any time during the year or the preceding year,
      or

b)    for the preceding year had compensation from us in excess of $80,000 and,
      if we so elect in Item K, was in the top-paid group for the preceding
      year. The $80,000 amount is adjusted at the same time and in the same
      manner as under Code Section 415(d), except that the base period is the
      calendar quarter ending September 30, 1996.

For this purpose the applicable year of the plan for which a determination is
being made is called a determination year and the preceding 12-month period is
called a look-back year. If we have made a calendar year data election in Item
K(1)(b), the look-back year shall be the calendar year beginning with or within
the look-back year. The Plan may not use such election to determine whether
Employees are Highly Compensated Employees on account of being a 5-percent
owner.

Calendar year data elections and top-paid group elections, once made, apply for
all subsequent years unless changed by us. If we make one election, we are not
required to make the other. If both elections are made, the look-back year in
determining the top-paid group must be the calendar year beginning with or
within the look-back year. These elections must apply consistently to the
determination years of all plans maintained by us which reference the highly
compensated employee definition in Code Section 414(q), except as provided in
Internal Revenue Service Notice 97-45 (or superseding guidance). The consistency
requirement will not apply to determination years beginning with or within the
1997 calendar year, and for determination years beginning on or after January 1,
1998 and before January 1, 2000, satisfaction of the consistency requirement is
determined without regard to any nonretirement plans of ours.

The determination of who is a highly compensated former Employee is based on the
rules applicable to determining Highly Compensated Employee status as in effect
for that determination year, in accordance with section 1.414(q)-1T, A-4 of the
temporary Income Tax Regulations and Internal Revenue Service Notice 97-45.

In determining whether an Employee is a Highly Compensated Employee for years
beginning in 1997, the amendments to Code Section 414(q) stated above are
treated as having been in effect for years beginning in 1996.

The determination of who is a Highly Compensated Employee, including the
determinations of the number and identity of Employees in the top-paid group,
the compensation that is considered, and the identity of the 5-percent owners,
shall be made in accordance with Code Section 414(q) and the regulations
thereunder.

HIRE DATE means the date an Employee first performs an Hour of Service.

                                       6

<PAGE>

HOUR OF SERVICE means, for the elapsed time method of crediting service in this
Plan, each hour for which an Employee is paid, or entitled to payment, for
performing duties for us. Hour of Service means, for the hours method of
crediting service in this Plan, the following:

a)    Each hour for which an Employee is paid, or entitled to payment, for
      performing duties for us during the applicable service period.

b)    Each hour for which an Employee is paid, or entitled to payment, by us on
      account of a period of time in which no duties are performed (irrespective
      of whether the employment relationship has terminated) due to vacation,
      holiday, illness, incapacity (including disability), layoff, jury duty,
      military duty, or leave of absence. Notwithstanding the preceding
      provisions of this subparagraph (b) no credit shall be given to the
      Employee:

      1)    for more than 501 Hours of Service under this subparagraph (b)on
            account of any single continuous period in which the Employee
            performs no duties (whether or not such period occurs in a single
            service period); or

      2)    for an Hour of Service for which the Employee is directly or
            indirectly paid, or entitled to payment, on account of a period in
            which no duties are performed if such payment is made or due under a
            plan maintained solely for the purpose of complying with applicable
            worker's or workmen's compensation, or unemployment compensation, or
            disability insurance laws; or

      3)    for an Hour of Service for a payment which solely reimburses the
            Employee for medical or medically related expenses incurred by him.

      For purposes of this subparagraph (b), a payment shall be deemed to be
      made by or due from us regardless of whether such payment is made by or
      due from us directly or indirectly through, among others, a trust fund or
      insurer, to which we contribute or pay premiums and regardless of whether
      contributions made or due to the trust fund, insurer, or other entity are
      for the benefit of particular employees or are on behalf of a group of
      employees in the aggregate.

c)    Each hour for which back pay, irrespective of mitigation of damages, is
      either awarded or agreed to by us. The same Hour of Service shall not be
      credited under both this subparagraph (c) and under either subparagraph
      (a) or (b) above. Crediting of Hours of Service for back pay awarded or
      agreed to with respect to periods described in subparagraph (b) above
      shall be subject to the limitations set forth in that subparagraph.

If elected by us in Item X, Hours of Service shall be determined using an
equivalency based on periods of employment in lieu of actual Hours of Service.

The crediting of Hours of Service above shall be applied under the rules of
paragraphs (b) and (c) of the Department of Labor Regulation 2530.200b-2
(including any interpretations or opinions implementing such rules); which
rules, by this reference, are specifically incorporated in full within this
Plan. The reference to paragraph (b) applies to the special rule for determining
hours of service for reasons other than the performance of duties such as
payments calculated (or not calculated) on the basis of units of time and the
rule against double credit. The reference to paragraph (c) applies to the
crediting of hours of service to service periods.

Hours of Service shall be credited for employment with any other employer
required to be aggregated with us under Code Section 414(b), (c), (m), or (o)
and the regulations thereunder for purposes of entry and vesting. Hours of
Service shall also be credited for any individual who is considered an employee
for purposes of this Plan pursuant to Code Section 414(n) or (o) and the
regulations thereunder.

                                       7

<PAGE>

Solely for purposes of determining whether a one-year break in service has
occurred for entry or vesting purposes, during a Parental Absence an Employee
shall be credited with the Hours of Service which would otherwise have been
credited to the Employee but for such absence, or in any case in which such
hours cannot be determined, eight Hours of Service per day of such absence. The
Hours of Service credited under this paragraph shall be credited in the service
period in which the absence begins if the crediting is necessary to prevent a
break in service in that period; or in all other cases, in the following service
period.

INACTIVE MEMBER means a former Active Member who has an Account. (See Section
2.02.)

INSURANCE POLICY means, for trusteed plans, the life insurance policy or
policies issued to the Trustee by the Insurer as provided in Item U(4)(a) and
Article IV. The term Insurance Policy as it is used in this Plan shall include
the plural unless the context clearly indicates the singular is meant.

INSURER means Principal Life Insurance Company and, if Item U(4)(a) is selected,
the insurance company or companies named by the Trustee in its discretion or as
directed under the Trust Agreement to issue Insurance Policies.

In addition, if this Plan is a restatement of a Prior Plan, Insurer shall also
mean any life insurance company which has issued a group annuity contract to
either the Employer or the Trustee and such contract remains in effect.

INTEGRATION LEVEL means the Integration Level defined in Item Q(3)(b).

INVESTMENT FUND means the total of Plan assets, excluding the cash value of any
Insurance Policy and the guaranteed benefit policy portion of any Annuity
Contract. All or a portion of these assets may be held under, or invested
pursuant to, the terms of a Trust Agreement if Item U(1)(a) is selected.

The Investment Fund shall be valued at current fair market value as of the
Valuation Date. The valuation shall take into consideration investment earnings
credited, expenses charged, payments made, and changes in the values of the
assets held in the Investment Fund.

The Investment Fund shall be allocated at all times to Members, except as
otherwise expressly provided in the Plan. The Account of a Member shall be
credited with its share of the gains and losses of the Investment Fund. That
part of a Member's Account invested in a funding arrangement which establishes
one or more accounts or investment vehicles for such Member thereunder shall be
credited with the gain or loss from such accounts or investment vehicles. That
part of a Member's Account which is invested in other funding arrangements shall
be credited with a proportionate share of the gain or loss of such investments.
The share shall be determined by multiplying the gain or loss of the investment
by the ratio of the part of the Member's Account invested in such funding
arrangement to the total of the Investment Fund invested in such funding
arrangement.

INVESTMENT MANAGER means any fiduciary (other than a Trustee or Named
Fiduciary):

a)    who has the power to manage, acquire, or dispose of any assets of the
      Plan;

b)    who (i) is registered as an investment adviser under the Investment
      Advisers Act of 1940; (ii) is not registered as an investment adviser
      under such Act by reason of paragraph (1) of section 203A(a) of such Act,
      is registered as an investment adviser under the laws of the state
      (referred to in such paragraph (1)) in which it maintains its principal
      office and place of business, and, at the time it last filed the
      registration form most recently filed by it with such state in order to
      maintain its registration under the laws of such state, also filed a copy
      of such

                                       8

<PAGE>

      form with the Secretary of Labor; (iii) is a bank, as defined in that Act;
      or (iv) is an insurance company qualified to perform services described in
      subparagraph (a) above under the laws of more than one state; and

c)    who has acknowledged in writing being a fiduciary with respect to the
      Plan.

ITEM means the specified item in the Adoption Agreement we signed.

LATE RETIREMENT DATE means the first day of any month which is after a Member's
Normal Retirement Date and on which retirement benefits begin. If a Member
continues to work for us after his Normal Retirement Date, his Late Retirement
Date shall be the earliest first day of the month on or after the date he ceases
to be an Employee. An earlier Retirement Date, if so permitted in Item Z(2), or
a later Retirement Date may apply if the Member so elects. An earlier Retirement
Date may apply if the Member is 70 1/2 or older. (See Section 5.04.)

LEASED EMPLOYEE means any person (other than an employee of the recipient) who,
pursuant to an agreement between the recipient and any other person ("leasing
organization"), has performed services for the recipient (or for the recipient
and related persons determined in accordance with Code Section 414(n)(6)) on a
substantially full time basis for a period of at least one year, and such
services are performed under primary direction or control by the recipient.
Contributions or benefits provided by the leasing organization to a Leased
Employee, which are attributable to service 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:

a)    such employee is covered by a money purchase pension plan providing (i) a
      nonintegrated employer contribution rate of at least 10 percent of
      compensation, as defined in Code Section 415(c)(3), but for years
      beginning before January 1, 1998, including amounts contributed pursuant
      to a salary reduction agreement which are excludible from the employee's
      gross income under Code Sections 125, 402(e)(3), 402(h)(1)(B), or 403(b),
      (ii) immediate participation, and (iii) full and immediate vesting, and

b)    Leased Employees do not constitute more than 20 percent of the recipient's
      nonhighly compensated work force.

LOAN ADMINISTRATOR means the person(s) or position(s) named in Item U(3)(a)(i).

MATCHING CONTRIBUTIONS means Employer Contributions which are contingent on a
Member's Elective Deferral Contributions. (See Items O(8) and P and Sections
3.01, 3.08 and 3.09.)

MAXIMUM INTEGRATION RATE means the Maximum Integration Rate defined in Item
Q(3)(b).

MEMBER means either an Active Member or an Inactive Member.

MEMBER CONTRIBUTIONS means Voluntary Contributions and Required Contributions,
unless the context clearly indicates only one is meant.

MONTHLY DATE means each Yearly Date and the same day of each following month
during the Plan Year beginning on such Yearly Date.

NAMED FIDUCIARY means the person named in Item G.

                                       9

<PAGE>

NET PROFITS means our current or accumulated net earnings, determined according
to generally accepted accounting practices, before any Contributions made by us
under this Plan and before any deduction for Federal or state income tax,
dividends on our stock, and capital gains or losses. If we are a nonprofit
organization under Code Section 501(c)(3), Net Profits means excess revenues
(excess of receipts over expenditures).

NONHIGHLY COMPENSATED EMPLOYEE means an Employee of the Employer who is not a
Highly Compensated Employee.

NONVESTED ACCOUNT means the excess, if any, of a Member's Account over his
Vested Account.

NORMAL FORM means a single life annuity with installment refund.

NORMAL RETIREMENT AGE means, for a Member, the age defined in Item Z(1).

NORMAL RETIREMENT DATE means the earliest first day of the month on or after a
Member reaches Normal Retirement Age. Retirement benefits shall begin on a
Member's Normal Retirement Date if he is not an Employee, has a Vested Account,
and has not elected to have retirement benefits begin later. However, retirement
benefits shall not begin before the later of age 62 or his Normal Retirement
Age, unless the qualified election procedures of Article VI or VIA, whichever
applies, are met. If permitted in Item Z(2), a Member may choose to have
retirement benefits begin on his Normal Retirement Date, even if he is an
Employee on such date. An earlier Retirement Date may apply if the Member is 70
1/2 or older. (See Section 5.04.)

OWNER-EMPLOYEE means a Self-employed Individual who, in the case of a sole
proprietorship, owns the entire interest in the unincorporated trade or business
for which this Plan is established. If this Plan is established for a
partnership, an Owner-employee means a Self-employed Individual who owns more
than 10 percent of either the capital interest or profits interest in such
partnership.

PARENTAL ABSENCE means an Employee's absence from work:

a)    by reason of pregnancy of the Employee,

b)    by reason of birth of a child of the Employee,

c)    by reason of the placement of a child with the Employee in connection with
      adoption of such child by such Employee, or

d)    for purposes of caring for such child for a period beginning immediately
      following such birth or placement.

PAY means the pay defined in Item N(1).

For Plan Years beginning on and after January 1, 1994, the annual Pay of each
Member taken into account for determining all benefits provided under the Plan
for any determination period shall not exceed $150,000, as adjusted for
increases in the cost-of-living in accordance with Code Section 401(a)(17)(B).
The cost-of-living adjustment in effect for a calendar year applies to any
determination period beginning in such calendar year.

If a determination period consists of fewer than 12 months, the annual limit is
an amount equal to the otherwise applicable annual limit multiplied by a
fraction. The numerator of the fraction is the number of months in the short
determination period and the denominator of the fraction is 12.

                                       10

<PAGE>

If Pay for any prior determination period is taken into account in determining a
Member's contributions or benefits for the current Plan Year, the Pay for such
prior determination period is subject to the applicable annual pay limit in
effect for that determination period. For this purpose, in determining
contributions or benefits in Plan Years beginning on or after January 1, 1994,
the annual Pay limit in effect for determination periods beginning before that
date is $150,000.

Pay means, for a Self-employed Individual, Earned Income.

Pay means, for a Leased Employee, Pay for the services the Leased Employee
performs for us, determined in the same manner as the Pay of Employees who are
not Leased Employees, regardless of whether such Pay is received directly from
us or from the leasing organization.

PAY YEAR means the consecutive 12-month period defined in Item N(3).

PERIOD OF MILITARY DUTY means, for an Employee

a)    who served as a member of the armed forces of the United States, and

b)    who was reemployed by us at a time when the Employee had a right to
      reemployment in accordance with seniority rights as protected under
      Chapter 43 of Title 38 of the United States Code,

the period of time from the date the Employee was first absent from work for us
because of such military duty to the date the Employee was reemployed.

PERIOD OF SERVICE means a period of time beginning on an Employee's Hire or
Rehire Date, whichever applies, and ending on his Severance Date.

PERIOD OF SEVERANCE means a period beginning on an Employee's Severance Date and
ending on the date he again performs an Hour of Service.

A one-year Period of Severance means a Period of Severance of 12 consecutive
months.

Solely for purposes of determining whether a one-year Period of Severance has
occurred for entry or vesting purposes, the consecutive 12-month period
beginning on the first anniversary of the first date of a Parental Absence shall
not be a one-year Period of Severance.

PLAN means our retirement plan set forth in the attached Adoption Agreement and
this document, including any later amendments to them. If our Adoption Agreement
indicates that a Trust Agreement has been set up, the term Plan shall include
the term Trust Agreement, unless the context clearly indicates otherwise.

PLAN ADMINISTRATOR means the person named in Item H.

PLAN FUND means the total of the Investment Fund, the guaranteed benefit policy
portion of any Annuity Contract, and the cash value of any Insurance Policy. The
Investment Fund shall be valued as stated in its definition. The guaranteed
benefit policy portion of any Annuity Contract shall be determined in accordance
with the terms of the Annuity Contract and, to the extent that such Annuity
Contract allocates contract values to Members, allocated to Members in
accordance with its terms. The cash value of any Insurance Policy shall be
stated in such policy. The total of all amounts held under the Plan Fund shall
equal the value of the aggregate of Members' Accounts under the Plan.

                                       11

<PAGE>

PLAN YEAR means a consecutive 12-month period beginning on a Yearly Date and
ending on the day before the next Yearly Date. If the Yearly Date changes, the
change will result in a short Plan Year. If a service period or the Pay Year is
based on the Plan Year, corresponding years before the Effective Date shall be
included.

PLAN-YEAR QUARTER means a period beginning on a Quarterly Date and ending on the
day before the next Quarterly Date.

PREDECESSOR EMPLOYER means a predecessor employer defined in Item I(1).

PRIOR EMPLOYER means a prior employer defined in Item I(2).

PRIOR PLAN means a retirement plan of ours or of a Predecessor Employer which
was qualifiable under Code Section 401(a), and of which this Plan is a
restatement, as specified in the initial Adoption Agreement. If, because of a
merger, consolidation, or transfer of assets or liabilities, this Plan is a
continuation of a plan which was qualifiable under Code Section 401(a), that
plan shall be a Prior Plan. If, with the approval of any governmental agency to
which it is subject, the assets of a terminated plan of ours which was qualified
under Code Section 401(a) are transferred to this Plan, that terminated plan
shall be deemed to be the Prior Plan.

PRIOR PLAN ASSETS means the assets accumulated under the Prior Plan which have
not been distributed and which are held under this Plan.

QUALIFIED JOINT AND SURVIVOR ANNUITY means, for a Member who has a spouse, an
immediate survivorship life annuity with installment refund, where the
Contingent Annuitant is the Member's spouse and the survivorship percentage is
50%. A former spouse will be treated as the spouse to the extent provided under
a qualified domestic relations order as described in Code Section 414(p).

The amount of the benefit payable under the Qualified Joint and Survivor Annuity
shall be the amount of benefit which may be provided by the Member's Vested
Account.

QUALIFIED MATCHING CONTRIBUTIONS means Matching Contributions which are 100%
vested and subject to the distribution restrictions of Code Section 401(k) when
made. (See Section 5.04.) Our Matching Contributions shall be Qualified Matching
Contributions if elected in Item O(8)(b)(i) or P(8).

QUALIFIED NONELECTIVE CONTRIBUTIONS means Employer Contributions (other than
Elective Deferral Contributions and Qualified Matching Contributions) which are
100% vested and subject to the distribution restrictions of Code Section 401(k)
when made. (See Items O(8)(b)(ii), O(8)(d), and Q(1) and Sections 3.01, 3.08,
and 5.04.)

QUALIFIED PRERETIREMENT SURVIVOR ANNUITY means a life annuity with installment
refund payable to the surviving spouse of a Member who dies before his Annuity
Starting Date. A former spouse will be treated as the surviving spouse to the
extent provided under a qualified domestic relations order as described in Code
Section 414(p).

QUALIFYING EMPLOYER SECURITIES means any security which is issued by us or any
Controlled Group member and which meets the requirements of Code Section 409(I)
and ERISA Section 407(d)(5)(a). This shall also include any securities that
satisfied the requirements of the definition when these securities were assigned
to the Plan.

QUALIFYING EMPLOYER SECURITIES FUND means that part of the assets of the Trust
Fund that are designated to be held primarily or exclusively in Qualifying
Employer Securities for the purpose of providing benefits for Members.

                                       12

<PAGE>

QUARTERLY DATE means each Yearly Date and the third, sixth, and ninth Monthly
Date after each Yearly Date which is within the same Plan Year.

REENTRY DATE means the date a former Active Member reenters the Plan. (See
Section 2.01.)

REHIRE DATE means the date an Employee first performs an Hour of Service
following a Period of Severance when the elapsed time method is used, or an
Entry Break when the hours method is used.

REQUIRED CONTRIBUTIONS means nondeductible employee contributions required from
an active member in order to participate in the Prior Plan.

RESTATEMENT DATE means the date our retirement plan was last restated. (See Item
A(2) of the initial Adoption Agreement.)

RETIREMENT DATE means the date a retirement benefit will begin and is a Member's
Early, Normal, or Late Retirement Date, as the case may be.

ROLLOVER CONTRIBUTIONS means the rollover contributions which are made by an
Eligible Employee or an Inactive Member. (See Section 3.03.)

SELF-DIRECTED BROKERAGE ACCOUNT means that portion of a Member's Account that is
invested at the Member's direction in the Principal Self-directed Brokerage
Account.(SM)

SELF-EMPLOYED INDIVIDUAL means, with respect to any Fiscal Year, an individual
who has Earned Income for the Fiscal Year (or who would have Earned Income but
for the fact the trade or business for which this Plan is established did not
have net profits for such Fiscal Year).

SEMI-YEARLY DATE means each Yearly Date and the sixth Monthly Date after each
Yearly Date which is within the same Plan Year.

SEVERANCE DATE means the earlier of:

a)    the date on which an Employee quits, retires, dies, or is discharged, or

b)    the first anniversary of the date an Employee begins a one-year absence
      from service (with or without pay). This absence may be the result of any
      combination of vacation, holiday, sickness, disability, leave of absence,
      or layoff.

Solely to determine whether a one-year Period of Severance has occurred for
entry or vesting purposes for an Employee who is absent from service beyond the
first anniversary of the first day of a Parental Absence, Severance Date is the
second anniversary of the first day of the Parental Absence. The period between
the first and second anniversaries of the first day of the Parental Absence is
not a Period of Service and is not a Period of Severance.

SIGNIFICANT CORPORATE EVENT means any corporate merger or consolidation,
recapitalization, reclassification, liquidation, dissolution, sale of
substantially all assets of a trade or business, or such similar transaction as
may be prescribed in regulations under Code Section 409(e)(3).

TAXABLE WAGE BASE means the contribution and benefit base under section 230 of
the Social Security Act.

                                       13

<PAGE>

TOTALLY DISABLED means that a Member is disabled, as a result of sickness or
injury, to the extent that he is prevented from engaging in any substantial
gainful activity, and is eligible for and receives a disability benefit under
Title II of the Federal Social Security Act.

If our Employees are not covered under Title II of the Federal Social Security
Act, Totally Disabled means that a Member is disabled as a result of sickness or
injury, to the extent that he is completely prevented from performing any work
or engaging in any occupation for wage or profit, and has been continuously
disabled for six months. Initial written proof that the disability exists and
has continued for at least six months must be furnished to the Plan
Administrator by the Member within one year after the date the disability
begins. The Plan Administrator, upon receipt of any notice of proof of a
Member's total disability, shall have the right and opportunity to have a
physician it designates examine the Member when and as often as it may
reasonably require, but not more than once each year after the disability has
continued uninterruptedly for at least two years beyond the date of furnishing
the first proof.

TRUST AGREEMENT means, if we select Item U(1)(a), whichever of the following
attached agreements we selected: the Discretionary Trust Agreement labeled
Attachment A, the Corporate Directed Trust Agreement labeled Attachment B, the
Corporate Custodial Trust Agreement labeled Attachment C, the Passive Trust
Agreement labeled Attachment D, or the Trustar(R) Retirement Services Directed
Trust Agreement, labeled Attachment E.

TRUST FUND means the total funds held under an applicable Trust Agreement. The
term Trust Fund when used within a Trust Agreement shall mean only the funds
held under that Trust Agreement.

TRUSTEE means, for trusteed plans, the party or parties named in the Trust
Agreement(s) chosen in Item U(1). The term Trustee as it is used in this Plan
shall include the plural unless the context clearly indicates the singular is
meant.

VALUATION DATE means the date on which the value of the assets of the Investment
Fund is determined. The value of each Account which is maintained under this
Plan shall be determined on the Valuation Date. In each Plan Year, the Valuation
Date shall be the last day of the Plan Year. At the discretion of the Plan
Administrator, Trustee, or Insurer (whichever applies), assets of the Investment
Fund may be valued more frequently. These dates shall also be Valuation Dates.

VESTED ACCOUNT means, on any date, the vested part of a Member's Account. If all
Employer Contributions are 100% vested, the Member's Vested Account is equal to
his Account. If not all Employer Contributions are 100% vested, and the Member's
Vesting Percentage is 100%, the Vested Account equals his Account. If not all
Employer Contributions are 100% vested and the Member's Vesting Percentage is
not 100%, the Vested Account equals the sum of (a) and (b) below:

a)    The part of the Member's Account resulting from Employer Contributions
      made before any prior Forfeiture Date and all other Contributions which
      were 100% vested when made. The Member is fully (100%) vested in this part
      of his Account.

b)    The balance of the Member's Account in excess of the amount in (a) above
      multiplied by his Vesting Percentage.

      If the Member has withdrawn any part of his Account resulting from our
      Contributions, other than vested Employer Contributions included in (a)
      above, the amount determined under this subparagraph (b) shall be equal to
      P(AB + D) - D as defined below:

      P     The Member's Vesting Percentage.

      AB    The balance of the Member's Account in excess of the amount in (a)
            above.

                                       14

<PAGE>

      D     The amount of the withdrawal resulting from our Contributions, other
            than our vested Contributions included in (a) above.

VESTING BREAK means, when the elapsed time method is used, a one-year Period of
Severance. An Employee incurs a Vesting Break on the last day of a one-year
Period of Severance.

When the hours method is used, Vesting Break is defined in Item W(2)(c). An
Employee incurs a Vesting Break on the last day of the Vesting Service Period in
which he has a Vesting Break.

VESTING PERCENTAGE means the Member's Vesting Percentage determined under Item
V. If the computation of Vesting Percentage is changed, a Member's Vesting
Percentage as of the day before the change shall not be reduced due to the
change. The provisions of Section 10.01 regarding changes in the computation of
Vesting Percentage shall apply.

VESTING SERVICE means an Employee's service determined under Item W. Vesting
Service is subject to the modifications selected under that item. Vesting
Service shall include service with a Controlled Group member while we are both
members of the Controlled Group.

If Item W(4) is selected, Vesting Service is determined under the Prior Plan
provisions. Service before the date the Prior Plan became subject to ERISA may
be disregarded if such service would have been disregarded under the Prior Plan
break in service rules as in effect on the day before such date.

If Item I(1)(a)(ii) is selected, Vesting Service shall include service with a
Predecessor Employer which did not maintain this Plan. If Item l(2)(b)(ii) is
selected, Vesting Service shall include service with a Prior Employer.

Vesting Service shall include a Period of Military Duty. If the elapsed time
method is used, the entire Period of Military Duty shall be included to the
extent it has not already been counted as Vesting Service. If the hours method
is used, an Hour of Service shall be credited (without regard to the 501 Hours
of Service limitation) for each hour the Employee would normally have been
scheduled to work for us during such Period of Military Duty, to the extent such
hour has not already been credited as Vesting Service.

If the elapsed time method is used, Vesting Service shall be measured from his
Hire Date to his most recent Severance Date. Vesting Service shall be reduced by
all or any part of a Period of Service that is not counted. Vesting Service
shall also be reduced by any Period of Severance that occurred prior to his most
recent Severance Date, unless such Period of Severance is included under the
service spanning rule below. This period of Vesting Service shall be expressed
as years and fractional parts of a year (to four decimal places) on the basis
that 365 days equal one year.

If the elapsed time method is used, Vesting Service shall include a Period of
Severance (service spanning rule) if:

a)    the Period of Severance immediately follows a period during which an
      Employee is not absent from work and ends within 12 months, or

b)    the Period of Severance immediately follows a period during which an
      Employee is absent from work for any reason other than quitting, being
      discharged, or retiring (such as a leave of absence or layoff) and ends
      within 12 months of the date he was first absent.

If the Prior Plan applied the rule of parity before the first Yearly Date in
1985, an Employee's Vesting Service, accumulated before a Vesting Break which
occurred before that date, shall be excluded according to the Prior Plan
provisions if (i) his Vesting Percentage is zero, and (ii) his

                                       15

<PAGE>

latest period of consecutive Vesting Breaks equals or exceeds his prior Vesting
Service (disregarding any Vesting Service that was excluded because of a
previous period of Vesting Breaks).

For a Member who is not credited with an Hour of Service on or after the first
Yearly Date in 1985, Vesting Service accrued before such date and before an age
greater than 18 (before the beginning of the Vesting Service Period in which he
attained that age, when the hours method is used) shall be excluded if the Prior
Plan excluded such service.

If the method of crediting Vesting Service changes, the provisions of Sections
10.01 and 10.13 shall apply.

VESTING SERVICE PERIOD means the period defined in Item W(2)(b).

VOLUNTARY CONTRIBUTIONS means the Contributions by a Member that are not
required as a condition of employment, of participation, or for obtaining
additional benefits from our Contributions. (See Item T(1) and Section 3.02.)

YEARLY DATE means the Yearly Date defined in Item E.

YEARS OF SERVICE means an Employee's Vesting Service defined in Item W,
disregarding any modifications which exclude service.

If Vesting Service is not defined in Item W, Years of Service shall be
determined as if Item W(1) was selected.

ARTICLE II
PARTICIPATION

SECTION 2.01 - ACTIVE MEMBER.

An Employee shall first become an Active Member (begin active participation in
the Plan) on the earliest date specified in Item M on which he is an Eligible
Employee and has met all of the entry requirements selected in Item L. This date
is the Member's Entry Date.

Each Employee who was an active member under the Prior Plan on the day before
the Restatement Date shall continue to be an Active Member under this Plan on
the Restatement Date if he is still an Eligible Employee and his Entry Date
shall not change.

If service with a Predecessor Employer or a Prior Employer is counted for
purposes of Entry Service in Item I, an Employee shall be credited with such
service on the date he becomes an Employee and shall become an Active Member on
the earliest date specified in Item M on which he is an Eligible Employee and
has met all of the entry requirements selected in Item L. This date is the
Member's Entry Date.

If a person has been an Eligible Employee who has met all of the entry
requirements selected in Item L but is not an Eligible Employee on the date
which would have been his Entry Date, he shall become an Active Member on the
date he again becomes an Eligible Employee. This date is the Member's Entry
Date.

In the event an Employee who is not an Eligible Employee becomes an Eligible
Employee, such Eligible Employee shall become an Active Member immediately if
such Eligible Employee has satisfied the entry requirements in Item L and would
have otherwise previously become an Active Member had he met the definition of
Eligible Employee. This date is the Member's Entry Date.

                                       16

<PAGE>

An Inactive Member shall again become an Active Member (resume active
participation in the Plan) on the date he again performs an Hour of Service as
an Eligible Employee. This date is his Reentry Date. Upon again becoming an
Active Member, he shall cease to be an Inactive Member.

A former Member shall again become an Active Member (resume active participation
in the Plan) on the date he again performs an Hour of Service as an Eligible
Employee. This date is his Reentry Date.

There shall be no duplication of benefits for a Member under this Plan because
of more than one period as an Active Member.

SECTION 2.02 - INACTIVE MEMBER.

An Active Member shall become an Inactive Member (stop accruing benefits under
the Plan) on the earlier of the following:

a)    the date the Member ceases to be an Eligible Employee, or

b)    the effective date of complete termination of the Plan under Article VIII.

An Employee or former Employee who was an inactive member under the Prior Plan
on the day before the Restatement Date shall continue to be an Inactive Member
under this Plan on the Restatement Date. Eligibility for any benefits payable to
the Member or on his behalf and the amount of the benefits shall be determined
according to the provisions of the Prior Plan, unless otherwise stated in this
Plan.

SECTION 2.03 - CESSATION OF PARTICIPATION.

A Member shall cease to be a Member on the date he is no longer an Eligible
Employee and his Account is zero.

SECTION 2.04 - ADOPTING EMPLOYERS - SEPARATE PLANS.

Each Adopting Employer identified as a separate plan in Item AB of the Adoption
Agreement - Nonstandard maintains this Plan as a separate and distinct plan for
the exclusive benefit of its Employees. An Adopting Employer's adoption of the
Plan shall be in writing. If the Adopting Employer did not maintain a Prior
Plan, the date of adoption specified in Item AB is the Effective Date of its
Plan. This date is the first Yearly Date for the Adopting Employer's Plan and
shall be the Entry Date for any of its Employees who have met the requirements
in Section 2.01 as of that date. If the Adopting Employer did maintain a Prior
Plan, the date of adoption is the Restatement Date of its Plan.

An Adopting Employer shall be deemed to be the Employer but only with respect to
its Plan and for those Employees who are on its payroll. In interpreting the
Adoption Agreement and this document as to an Adopting Employer, the terms
Employer, we, us, and ours shall be deemed to refer to the Adopting Employer and
the Adopting Employer's fiscal year is deemed to be the Fiscal Year. The primary
Employer in Item B is deemed to be an Adopting Employer for purposes of the
following two paragraphs.

The Contributions made by an Adopting Employer, and Forfeitures arising from
such Contributions, shall not be used to fund the benefits for Employees of any
other Adopting Employer. Service with an Adopting Employer shall be included as
service with all other Adopting Employers and transfer of employment, without
interruption, between Adopting Employers shall not be an interruption of
service. If an Active Member ceases to be an Eligible Employee of an Adopting
Employer and immediately becomes an Eligible Employee of another Adopting
Employer, for purposes of

                                       17

<PAGE>

Employer Contributions only, he shall be an Active Member under the first
Adopting Employer's Plan until the earlier of the end of the Plan Year or the
date on which he is no longer an Eligible Employee under any Adopting Employer's
Plan. In determining his eligibility for, or the amount or allocation of, any
Employer Contributions under each Plan, his service from all Adopting Employers
shall be taken into account, but only his Pay from the Adopting Employer
maintaining such Plan shall be taken into account. If Employer Contributions are
made under a service formula, there shall be no duplication of benefits on
account of active participation in more than one Plan and the Contribution for
any period shall be prorated based on service with each Adopting Employer which
maintained such Plans.

If an Integration Level is used to determine the amount or allocation of an
Employer Contribution and a Member receives Pay from more than one Adopting
Employer, the Integration Level used to determine the amount or allocation of an
Adopting Employer's Contribution is equal to the Integration Level multiplied by
the ratio of (i) the Member's Pay from the Adopting Employer used to determine
the amount or allocation of such Contribution to (ii) such Pay from all Adopting
Employers.

Any amendment to the Plan by the primary Employer in Item B shall be deemed to
be an amendment to each Adopting Employer's Plan. An Adopting Employer may not
amend the Plan other than to restate its Plan in the form of a separate document
and, in that event, it shall cease to be an Adopting Employer. An employer shall
not be an Adopting Employer if it ceases to be a Controlled Group member. Such
an employer may continue its Plan by restating it in the form of a separate
document. This Plan shall be amended to delete a former Adopting Employer from
Item AB.

If the Plan of the Adopting Employer terminates, the provisions of Article VIII
shall apply to its Plan.

SECTION 2.05 - ADOPTING EMPLOYERS - SINGLE PLAN.

If the Adoption Agreement-Standard is used, each Adopting Employer listed in
Item AB(1) shall be an Adopting Employer which participates with us in this
Plan. If the Adoption Agreement-Standard is used and the transition period
described in Code Section 410(b)(6)(C)(ii) has ended with respect to us, each
Controlled Group member for which such transition period has ended, whether or
not listed in Item AB(1), shall also be an Adopting Employer which participates
with us in this Plan. An Adopting Employer's agreement to participate in this
Plan shall be in writing. If the Adopting Employer does not agree to participate
in writing, we shall, by our signature on the Adoption Agreement, agree in
writing for the Adopting Employer.

Each Adopting Employer identified as a single plan in Item AB of the Adoption
Agreement-Nonstandard participates with us in this Plan. An Adopting Employer's
agreement to participate in this Plan shall be in writing.

We have the right to amend the Plan. An Adopting Employer does not have the
right to amend the Plan.

If the Adopting Employer did not maintain a Prior Plan, the date of
participation specified in Item AB (the day following the end of its transition
period described in Code Section 410(b)(6)(C)(ii) for an Adopting Employer not
listed in Item AB) shall be the Entry Date for any of its Employees who have met
the requirements in Section 2.01 as of that date. Service with and Pay from an
Adopting Employer shall be included as service with and Pay from us. Transfer of
employment, without interruption, between an Adopting Employer and another
Adopting Employer or us shall not be considered an interruption of service. Our
Fiscal Year in Item F shall be the Fiscal Year used in interpreting this Plan
for Adopting Employers.

                                       18

<PAGE>

Contributions made by an Adopting Employer shall be treated as Contributions
made by us. Forfeitures arising from those Contributions shall be used for the
benefit of all Members.

An employer shall not be an Adopting Employer if it ceases to be a Controlled
Group member. Such an employer may continue a retirement plan for its Employees
in the form of a separate document. This Plan shall be amended to delete a
former Adopting Employer from Item AB.

If (i) an employer ceases to be an Adopting Employer or the Plan is amended to
delete an Adopting Employer and (ii) the Adopting Employer does not continue a
retirement plan for the benefit of its Employees, partial termination may result
and the provisions of Article VIII shall apply.

ARTICLE III
CONTRIBUTIONS

SECTION 3.01 - EMPLOYER CONTRIBUTIONS.

Our Contributions are conditioned on initial qualification of the Plan. If the
Plan is denied initial qualification, the provisions of Section 10.15 shall
apply.

The amount of our Contributions is specified in the Adoption Agreement.

Our Contributions are made without regard to our current or accumulated Net
Profits, unless otherwise specified in Item R(1)(a). Elective Deferral
Contributions shall in all events be made without regard to our current or
accumulated Net Profits. Notwithstanding the foregoing, the Plan shall continue
to be designed to qualify as a profit sharing plan for purposes of Code Sections
401(a), 402, 412, and 417.

No Member shall be permitted to have Elective Deferral Contributions, as defined
in Section 3.07, made under this Plan, or any other qualified plan maintained by
us, during any taxable year in excess of the dollar limitation contained in Code
Section 402(g) in effect at the beginning of such taxable year.

If Item O(7) is selected, the Plan provides for an automatic election to have
Elective Deferral Contributions made. Such automatic election shall apply when a
Member first becomes eligible to make Elective Deferral Contributions (or again
becomes eligible after a period during which he was not an Active Member). If
Item O(7)(b)(i) is selected, the automatic election shall also apply to certain
Active Members as provided in Item O(7)(b)(i). The Member shall be provided a
notice that explains the automatic election and his right to elect a different
rate of Elective Deferral Contributions or no Elective Deferral Contributions.
The notice shall include the procedure for exercising that right and the timing
for implementing any such election. The Member shall be given a reasonable
period thereafter to elect a different rate of Elective Deferral Contributions
or no Elective Deferral Contributions.

If Item O(7) is selected, at least 30 days, but not more than 90 days, before
the beginning of each Plan Year, each Active Member shall be provided a notice
which states his current rate of Elective Deferral Contributions, explains the
automatic election and his right to elect a different rate of Elective Deferral
Contributions or no Elective Deferral Contributions. The notice shall include
the procedure for exercising that right and the timing for implementing any such
election.

An elective deferral agreement (or change thereto) must be made in such manner
and in accordance with such rules as we may prescribe (including by means of
voice response or other electronic system under circumstances we permit) and may
not be made retroactively.

                                       19

<PAGE>

If our Contributions are made from Net Profits in excess of Elective Deferral
Contributions (Item R(1)(a)), and such excess is not sufficient to provide our
Matching Contributions, Qualified Nonelective Contributions under Item Q(1)(a)
and Additional Contributions, if any, such Contributions shall be
proportionately reduced.

Our Contributions are allocated according to the provisions of Section 3.05.

We may make all or any portion of our Matching Contributions, Qualified
Nonelective Contributions, Additional Contributions, or Discretionary
Contributions, which are to be invested in Qualifying Employer Securities as
specified in Item U(5)(a)(i) of the Adoption Agreement-Nonstandard, to the
Trustee in the form of Qualifying Employer Securities.

If Item R(4) is selected, we may make all or a part of our annual Contributions
before the end of the Plan Year. If Item R(4)(a) is selected, such Contributions
shall be allocated when made in a manner which approximates the allocation which
would otherwise have been made as of the last day of the Plan Year. Succeeding
allocations shall take into account amounts previously allocated for the Plan
Year. The percentage of our Contributions allocated to the Member for the Plan
Year shall be the same percentage which would have been allocated to him if the
entire allocation had been made as of the last day of the Plan Year. Excess
allocations shall be forfeited and reallocated as necessary to provide the
percentage applicable to each Member. If Item R(4)(b) is selected, such
Contributions shall be held unallocated until the last day of the Plan Year.
Then, as of the last day of the Plan Year, the advance Contributions shall be
allocated according to the provisions of Section 3.05.

A portion of the Plan assets resulting from our Contributions (but not more than
the original amount of those Contributions) may be returned if our Contributions
are made because of a mistake of fact or are more than the amount deductible
under Code Section 404 (excluding any amount which is not deductible because the
Plan is disqualified). The amount involved must be returned to us within one
year after the date our Contributions are made by mistake of fact or the date
the deduction is disallowed, whichever applies. Except as provided under this
paragraph and Articles VIII and X, the assets of the Plan shall never be used
for our benefit and are held for the exclusive purpose of providing benefits to
Members and their Beneficiaries and for defraying reasonable expenses of
administering the Plan.

Prior Plan Assets which result from contributions made by us shall be treated in
the same manner as Employer Contributions made under this Plan. If the Prior
Plan Assets are transferred from a terminated plan, they shall be treated in the
same manner as Employer Contributions made under this Plan before a Forfeiture
Date.

SECTION 3.02 - VOLUNTARY CONTRIBUTIONS BY MEMBERS.

If permitted under Item T, an Active Member may make Voluntary Contributions in
accordance with nondiscriminatory procedures set up by the Plan Administrator
and subject to such limits as we have prescribed in Item T(1). Such
Contributions shall be credited to the Member's Account when made.

The Plan will not accept deductible Voluntary Contributions which are made for a
taxable year beginning after December 31, 1986. Such Contributions made prior to
that date shall be maintained in a separate account which will be nonforfeitable
at all times.

A Member's participation in the Plan is not affected by stopping or changing
Voluntary Contributions. An Active Member's request to start, change, or stop
Voluntary Contributions must be made in such manner and in accordance with such
rules as we may prescribe (including by means of voice response or other
electronic system under circumstances we permit).

                                       20

<PAGE>

The part of the Member's Account resulting from Voluntary Contributions is fully
(100%) vested and nonforfeitable at all times.

Prior Plan Assets which result from voluntary contributions made by the Member
shall be treated in the same manner as Voluntary Contributions made under this
Plan. These Prior Plan Assets may include deductible voluntary contributions
which were made according to the provisions of the Prior Plan.

SECTION 3.03 - ROLLOVER CONTRIBUTIONS.

If permitted under Item T, a Rollover Contribution may be made by an Eligible
Employee or an Inactive Member if the following conditions are met:

a)    The Contribution is of amounts distributed from a plan that satisfies the
      requirements of Code Section 401(a) or from a "conduit" individual
      retirement account described in Code Section 408(d)(3)(A). In the case of
      an Inactive Member, the Contribution must be of an amount distributed from
      another plan of ours, or a plan of a Controlled Group member, that
      satisfies the requirements of Code Section 401(a).

b)    The Contribution is of amounts that the Code permits to be transferred to
      a plan that meets the requirements of Code Section 401(a).

c)    The Contribution is made in the form of a direct rollover under Code
      Section 401(a)(31) or is a rollover made under Code Section 402(c) or
      408(d)(3)(A) within 60 days after the Eligible Employee or Inactive Member
      receives the distribution.

d)    The Eligible Employee or Inactive Member furnishes evidence satisfactory
      to the Plan Administrator that the proposed rollover meets conditions (a),
      (b), and (c) above.

A Rollover Contribution shall be allowed in cash only and must be made according
to procedures set up by the Plan Administrator.

If the Eligible Employee is not an Active Member when the Rollover Contribution
is made, he shall be deemed to be an Active Member only for the purpose of
investment and distribution of the Rollover Contribution. Our Contributions
shall not be made for or allocated to the Eligible Employee and he may not make
Voluntary Contributions until the time he meets all of the requirements to
become an Active Member.

Rollover Contributions made by an Eligible Employee or an Inactive Member shall
be credited to his Account. The part of the Member's Account resulting from
Rollover Contributions is fully (100%) vested and nonforfeitable at all times. A
separate accounting record shall be maintained for that part of his Rollover
Contributions consisting of voluntary contributions which were deducted from the
Member's gross income for Federal income tax purposes.

Prior Plan Assets which result from the Member's rollover contributions shall be
treated in the same manner as Rollover Contributions made under this Plan.

SECTION 3.04 - FORFEITURES.

The Nonvested Account of a Member shall be forfeited as of the earlier of the
following:

a)    the date the Member dies (if prior to such date he had ceased to be an
      Employee), or

b)    the Member's Forfeiture Date.

                                       21

<PAGE>

All or a portion of a Member's Nonvested Account shall be forfeited before such
earlier date if, after he ceases to be an Employee, he receives, or is deemed to
receive, a distribution of his entire Vested Account or a distribution of his
Vested Account derived from our Contributions which were not 100% vested when
made, under Section 5.01, 5.03, or 10.11. The forfeiture shall occur as of the
date the Member receives, or is deemed to receive, the distribution. If a Member
receives, or is deemed to receive, his entire Vested Account, his entire
Nonvested Account shall be forfeited. If a Member receives a distribution of his
Vested Account from our Contributions which were not 100% vested when made, but
less than his entire Vested Account from such Contributions, the amount to be
forfeited shall be determined by multiplying his Nonvested Account from such
Contributions by a fraction. The numerator of the fraction is the amount of the
distribution derived from our Contributions which were not 100% vested when made
and the denominator of the fraction is his entire Vested Account derived from
such Contributions on the date of the distribution.

A Forfeiture shall also occur as provided in Section 3.07.

Forfeitures shall be determined at least once during each Plan Year. Forfeitures
may first be used to pay administrative expenses. Forfeitures of Matching
Contributions which relate to excess amounts as provided in Section 3.07, which
have not been used to pay administrative expenses, shall be applied to reduce
the earliest Employer Contributions made after the Forfeitures are determined.
Any other Forfeitures which have not been used to pay administrative expenses
shall be allocated as of the last day of the Plan Year in which such Forfeitures
are determined or shall be applied to reduce the earliest Employer Contributions
made after the Forfeitures are determined as provided in Item Q(4). Upon their
allocation to Accounts, or application to reduce Employer Contributions,
Forfeitures shall be deemed to be Employer Contributions.

If a Member again becomes an Eligible Employee after receiving a distribution
which caused all or a portion of his Nonvested Account to be forfeited, he shall
have the right to repay to the Plan the entire amount of the distribution he
received (excluding any amount of such distribution resulting from Contributions
which were 100% vested when made). The repayment must be made in a single sum
(repayment in installments is not permitted) before the earlier of the date five
years after the date he again becomes an Eligible Employee or the end of the
first period of five consecutive Vesting Breaks which begin after the date of
the distribution.

If the Member makes the repayment provided above, the Plan Administrator shall
restore to his Account an amount equal to his Nonvested Account which was
forfeited on the date of distribution, unadjusted for any investment gains or
losses. If no amount is to be repaid because the Member was deemed to have
received a distribution or only received a distribution of Contributions which
were 100% vested when made, and he again performs an Hour of Service as an
Eligible Employee within the repayment period, the Plan Administrator shall
restore the Member's Account as if he had made a required repayment on the date
he performed such Hour of Service. Restoration of the Member's Account shall
include restoration of all Code Section 411(d)(6) protected benefits with
respect to the restored Account, according to applicable Treasury regulations.
Provided, however, the Plan Administrator shall not restore the Nonvested
Account if (i) a Forfeiture Date has occurred after the date of the distribution
and on or before the date of repayment and (ii) that Forfeiture Date would
result in a complete forfeiture of the amount the Plan Administrator would
otherwise restore.

The Plan Administrator shall restore the Member's Account by the close of the
Plan Year following the Plan Year in which repayment is made. The permissible
sources for restoration of the Member's Account are Forfeitures or special
Employer Contributions. Such special Employer Contributions shall be made
without regard to profits. The repaid and restored amounts are not included in
the Member's Annual Additions, as defined in Section 3.06.

                                       22

<PAGE>

SECTION 3.05 - ALLOCATION.

Elective Deferral Contributions in Item O shall be allocated to the Members for
whom such Contributions are made under Item O. Such Contributions shall be
allocated when made and credited to the Member's Account.

Matching Contributions in Item P shall be allocated to the persons for whom such
Contributions are made under Item P. Such Contributions calculated based on
Elective Deferral Contributions and Pay for the pay period shall be allocated
when made and credited to the person's Account. Such Contributions calculated
based on Elective Deferral Contributions and Pay for the Plan Year shall be
allocated as of the last day of the Plan Year and credited to the person's
Account.

Qualified Nonelective Contributions in Item Q(1)(a) and Additional Contributions
in Item Q(2) shall be allocated to the persons for whom such Contributions are
made under Item Q. Such Contributions based on Pay or a dollar amount for the
pay period, or a dollar amount for Hours of Service during the pay period, shall
be allocated when made and credited to the person's Account. Such Contributions
based on Pay or a dollar amount for the Plan Year shall be allocated as of the
last day of the Plan Year and credited to the person's Account.

Qualified Nonelective Contributions in Item Q(1)(b), (c) or (e), and
Discretionary Contributions in Item Q(3) (and Forfeitures if allocated with
Discretionary Contributions under Item Q(4)) shall be allocated as of the last
day of the Plan Year to each person eligible to share in the allocation under
Item Q. The amount allocated to such person shall be determined under the
allocation formula selected in Item Q. This amount shall be credited to the
person's Account.

If Item Q(4)(b)(i) is selected, Forfeitures shall be allocated as of the last
day of the Plan Year to each person eligible to share in the allocation under
Item Q. The amount allocated to such a person shall be determined under the
allocation formula specified in Item Q. This amount shall be credited to the
person's Account.

If Leased Employees are Eligible Employees, in determining the amount of our
Contributions allocated to a person who is a Leased Employee, contributions
provided by the leasing organization which are attributable to services such
Leased Employee performs for us shall be treated as provided by us. Those
contributions shall not be duplicated under this Plan.

SECTION 3.06 - CONTRIBUTION LIMITATION.

a)    Definitions. For the purpose of determining the contribution limitation
      set forth in this section, the following terms are defined:

      ANNUAL ADDITIONS means the sum of the following amounts credited to a
      Member's account for the Limitation Year:

      1)    employer contributions;

      2)    employee contributions; and

      3)    forfeitures.

      Annual Additions to a defined contribution plan shall also include the
      following:

      4)    amounts allocated, after March 31, 1984, to an individual medical
            account, as defined in Code Section 415(l)(2), which are part of a
            pension or annuity plan maintained by the Employer,

                                       23

<PAGE>

      5)    amounts derived from contributions paid or accrued after December
            31, 1985, in taxable years ending after such date, which are
            attributable to post-retirement medical benefits, allocated to the
            separate account of a key employee, as defined in Code Section
            419A(d)(3), under a welfare benefit fund, as defined in Code Section
            419(e), maintained by the Employer; and

      6)    allocations under a simplified employee pension.

      For this purpose, any Excess Amount applied under (e) and (k) below in the
      Limitation Year to reduce Employer Contributions shall be considered
      Annual Additions for such Limitation Year.

      COMPENSATION means one of the following as specified in Item S(2):

      1)    Information Required to be Reported Under Code Sections 6041, 6051,
            and 6052 ("Wages, Tips and Other Compensation" box on Form W-2).
            Compensation is defined as wages within the meaning of Code Section
            3401(a) and all other payments of compensation to an Employee by the
            Employer (in the course of the Employer's trade or business) for
            which the Employer is required to furnish the Employee a written
            statement under Code Sections 6041(d), 6051(a)(3), and 6052.
            Compensation must be determined without regard to any rules under
            Code Section 3401(a) that limit the remuneration included in wages
            based on the nature or location of the employment or the services
            performed (such as the exception for agricultural labor in Code
            Section 3401(a)(2)).

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

      3)    415 Safe-Harbor Compensation. Compensation is defined as wages,
            salaries, and fees for professional services and other amounts
            received (without regard to whether or not an amount is paid in
            cash) for personal services actually rendered in the course of
            employment with the Employer maintaining the plan to the extent that
            the amounts are includible in gross income (including, but not
            limited to, commissions paid salesmen, compensation for services on
            the basis of a percentage of profits, commissions on insurance
            premiums, tips, bonuses, fringe benefits, and reimbursements or
            other expense allowances under a nonaccountable plan (as described
            in section 1.62-2(c) of the regulations)), and excluding the
            following:

            i)    employer contributions to a plan of deferred compensation
                  which are not included in the Employee's gross income for the
                  taxable year in which contributed, or employer contributions
                  under a simplified employee pension plan, or any distributions
                  from a plan of deferred 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 received special tax benefits, or
                  contributions made by the Employer (whether or not under a
                  salary reduction agreement) towards the purchase of an annuity
                  contract described in Code Section 403(b) (whether or not the
                  contributions are actually excludible from the gross income of
                  the Employee).

                                       24
<PAGE>

      For any Self-employed Individual, Compensation shall mean Earned Income.

      For purposes of applying the limitations of this section, Compensation for
      a Limitation Year is the Compensation actually paid or made available in
      gross income during such Limitation Year.

      For Limitation Years beginning after December 31, 1997, for purposes of
      applying the limitations of this section, Compensation paid or made
      available during such Limitation Year shall include any elective deferral
      (as defined in Code Section 402(g)(3)), and any amount which is
      contributed or deferred by the Employer at the election of the Employee
      and which is not includible in the gross income of the Employee by reason
      of Code Section 125, 132(f)(4), or 457.

      DEFINED BENEFIT PLAN FRACTION means a fraction, the numerator of which is
      the sum of the Member's Projected Annual Benefits under all the defined
      benefit plans (whether or not terminated) maintained by the Employer, and
      the denominator of which is the lesser of (i) 125 percent of the dollar
      limitation determined for the Limitation Year under Code Sections
      415(b)(1)(A) and (d)or(ii) 140 percent of the Highest Average
      Compensation, including any adjustments under Code Section 415(b)(5).

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

      DEFINED CONTRIBUTION DOLLAR LIMITATION means, for Limitation Years
      beginning after December 31, 1994, $30,000, as adjusted under Code Section
      415(d).

      DEFINED CONTRIBUTION PLAN FRACTION means a fraction, the numerator of
      which is the sum of the Annual Additions to the Member's account under all
      the defined contribution plans (whether or not terminated) maintained by
      the Employer for the current and all prior Limitation Years (including the
      Annual Additions attributable to the Member's nondeductible employee
      contributions to all defined benefit plans, whether or not terminated,
      maintained by the Employer, and the Annual Additions attributable to all
      welfare benefit funds, individual medical accounts, and simplified
      employee pensions, maintained by the Employer), and the denominator of
      which is the sum of the maximum aggregate amounts for the current and all
      prior Limitation Years of service with the Employer (regardless of whether
      a defined contribution plan was maintained by the Employer). The maximum
      aggregate amount in any Limitation Year is the lesser of (i) 125 percent
      of the dollar limitation under Code Section 415(c)(1)(A) after adjustment
      under Code Section 415(d) or (ii) 35 percent of the Member's Compensation
      for such year.

      If the Employee was a member as of the end of the first day of the first
      Limitation Year beginning after December 31, 1986, in one or more defined
      contribution plans maintained by the Employer which were in existence on
      May 6, 1986, the numerator of this fraction will be adjusted if the sum of
      this fraction and the Defined Benefit Plan Fraction would otherwise exceed
      1.0 under the terms of this Plan. Under the adjustment, an amount equal to
      the product of (i) the excess of the sum of the fractions over 1.0 times
      (ii) the denominator of this fraction, will be permanently subtracted from
      the numerator of this fraction. The adjustment is calculated

                                       25

<PAGE>

      using the fractions as they would be computed as of the end of the last
      Limitation Year beginning before January 1, 1987, and disregarding any
      changes in the terms and conditions of the plan made after May 5, 1986,
      but using the Code Section 415 limitation applicable to the first
      Limitation Year beginning on or after January 1, 1987.

      The Annual Addition for any Limitation Year beginning before January
      1, 1987, shall not be recomputed to treat all employee contributions as
      Annual Additions.

      EMPLOYER means the employer that adopts this Plan, and all members of a
      controlled group of corporations (as defined in Code Section 414(b) as
      modified by Code Section 415(h)), all commonly controlled trades or
      businesses (as defined in Code Section 414(c) as modified by Code Section
      415(h)) or affiliated service groups (as defined in Code Section 414(m))
      of which the adopting employer is a part, and any other entity required to
      be aggregated with the employer pursuant to regulations under Code Section
      414(o).

      EXCESS AMOUNT means the excess of the Member's Annual Additions for the
      Limitation Year over the Maximum Permissible Amount.

      HIGHEST AVERAGE COMPENSATION means the average Compensation for the three
      consecutive Limitation Years while he was an Employee (actual consecutive
      Limitation Years while he was an Employee, if employed less than three
      years) that produces the highest average.

      LIMITATION YEAR means a calendar year or the consecutive 12-month period
      elected by the Employer in Item S(1). If the Limitation Year ends on the
      last day of the Fiscal Year and the Fiscal Year is a 52-53 week period,
      then the Limitation Year shall be such period. All qualified plans
      maintained by the Employer must use the same Limitation Year. If the
      Limitation Year is amended to a different consecutive 12-month period, the
      new Limitation Year must begin on a date within the Limitation Year in
      which the amendment is made.

      MASTER OR PROTOTYPE PLAN means a plan, the form of which is the subject of
      a favorable opinion letter from the Internal Revenue Service.

      MAXIMUM PERMISSIBLE AMOUNT means the maximum Annual Addition that may be
      contributed or allocated to a Member's Account under the Plan for any
      Limitation Year. This amount shall not exceed the lesser of:

      1)    The Defined Contribution Dollar Limitation, or

      2)    25 percent of the Member's Compensation for the Limitation Year.

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

      If a short Limitation Year is created because of an amendment changing the
      Limitation Year to a different consecutive 12-month period, the Maximum
      Permissible Amount will not exceed the Defined Contribution Dollar
      Limitation multiplied by the following fraction:

                  Number of months in the short Limitation Year

                                ________________

                                       12

                                       26

<PAGE>

      PROJECTED ANNUAL BENEFIT means the annual retirement benefit (adjusted to
      an actuarially equivalent straight life annuity if such benefit is
      expressed in a form other than a straight life annuity or qualified joint
      and survivor annuity) to which the Member would be entitled under the
      terms of the plan assuming:

      1)    the Member will continue employment until normal retirement age
            under the plan (or current age, if later), and

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

b)    If the Member does not participate in, and has never participated in,
      another qualified plan maintained by the Employer or a welfare benefit
      fund, as defined in Code Section 419(e), maintained by the Employer, or an
      individual medical account, as defined in Code Section 415(l)(2),
      maintained by the Employer, or a simplified employee pension, as defined
      in Code Section 408(k), maintained by the Employer, which provides an
      Annual Addition, the amount of Annual Additions which may be credited to
      the Member's Account for any Limitation Year shall not exceed the lesser
      of the Maximum Permissible Amount or any other limitation contained in
      this Plan. If the Employer Contribution that would otherwise be
      contributed or allocated to the Member's Account would cause the Annual
      Additions for the Limitation Year to exceed the Maximum Permissible
      Amount, the amount contributed or allocated shall be reduced so that the
      Annual Additions for the Limitation Year will equal the Maximum
      Permissible Amount.

c)    Prior to determining the Member's actual Compensation for the Limitation
      Year, the Employer may determine the Maximum Permissible Amount for a
      Member on the basis of a reasonable estimation of the Member's
      Compensation for the Limitation Year, uniformly determined for all Members
      similarly situated.

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

e)    If as a result of the allocation of Forfeitures, a reasonable error in
      estimating a Member's Compensation for the Limitation Year, a reasonable
      error in determining the amount of elective deferrals (within the meaning
      of Code Section 402(g)(3)) that may be made with respect to any individual
      under the limits of Code Section 415, or under other facts and
      circumstances allowed by the Internal Revenue Service, there is an Excess
      Amount, the excess will be disposed of as follows:

      1)    Any nondeductible Voluntary Contributions (plus attributable
            earnings), to the extent they would reduce the Excess Amount, will
            be returned (distributed, in the case of earnings) to the Member.

      2)    If after the application of (1) above an Excess Amount still exists,
            any Elective Deferral Contributions that are not the basis for
            Matching Contributions (plus attributable earnings), to the extent
            they would reduce the Excess Amount, will be distributed to the
            Member.

      3)    If after the application of (2) above an Excess Amount still exists,
            any Elective Deferral Contributions that are the basis for Matching
            Contributions (plus attributable earnings), to the extent they would
            reduce the Excess Amount, will be distributed to the Member.
            Concurrently with the distribution of such Elective Deferral
            Contributions, any Matching Contributions which relate to any
            Elective Deferral Contributions distributed in the preceding
            sentence, to the extent such application would reduce the Excess
            Amount, will be applied as provided in (4) or (5) below.

                                       27

<PAGE>

      4)    If after the application of (3) above an Excess Amount still exists,
            and the Member is covered by the Plan at the end of the Limitation
            Year, the Excess Amount in the Member's Account will be used to
            reduce Employer Contributions (including any allocation of
            Forfeitures) for such Member in the next Limitation Year, and each
            succeeding Limitation Year if necessary.

      5)    If after the application of (3) above an Excess Amount still exists,
            and the Member is not covered by the Plan at the end of the
            Limitation Year, the Excess Amount will be held unallocated in a
            suspense account. The suspense account will be applied to reduce
            future Employer Contributions for all remaining Members in the next
            Limitation Year, and each succeeding Limitation Year if necessary.

      6)    If a suspense account is in existence at any time during a
            Limitation Year pursuant to this (e), it will participate in the
            allocation of investment gains or losses. If a suspense account is
            in existence at any time during a particular Limitation Year, all
            amounts in the suspense account must be allocated and reallocated to
            Member's Accounts before any Employer Contributions or any Voluntary
            Contributions may be made to the Plan for that Limitation Year.
            Excess amounts held in a suspense account may not be distributed to
            Members or former Members.

f)    This (f) applies if, in addition to this Plan, the Member is covered under
      another qualified defined contribution Master or Prototype Plan maintained
      by the Employer, a welfare benefit fund maintained by the Employer, an
      individual medical account maintained by the Employer, or a simplified
      employee pension maintained by the Employer which provides an Annual
      Addition during any Limitation Year. The Annual Additions which may be
      credited to a Member's Account under this Plan for any such Limitation
      Year will not exceed the Maximum Permissible Amount, reduced by the Annual
      Additions credited to a Member's account under the other qualified defined
      contribution Master or Prototype Plans, welfare benefit funds, individual
      medical accounts, and simplified employee pensions for the same Limitation
      Year. If the Annual Additions with respect to the Member under other
      qualified defined contribution Master or Prototype Plans, welfare benefit
      funds, individual medical accounts, and simplified employee pensions
      maintained by the Employer are less than the Maximum Permissible Amount,
      and the Employer Contribution that would otherwise be contributed or
      allocated to the Member's Account under this Plan would cause the Annual
      Additions for the Limitation Year to exceed this limitation, the amount
      contributed or allocated will be reduced so that the Annual Additions
      under all such plans and funds for the Limitation Year will equal the
      Maximum Permissible Amount. If the Annual Additions with respect to the
      Member under such other qualified defined contribution Master or Prototype
      Plans, welfare benefit funds, individual medical accounts, and simplified
      employee pensions in the aggregate are equal to or greater than the
      Maximum Permissible Amount, no amount will be contributed or allocated to
      the Member's Account under this Plan for the Limitation Year.

g)    Prior to determining the Member's actual Compensation for the Limitation
      Year, the Employer may determine the Maximum Permissible Amount for a
      Member in the manner described in (c) above.

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

i)    If pursuant to (h) above or as a result of the allocation of forfeitures
      or as a result of a reasonable error in determining the amount of elective
      deferrals (within the meaning of Code Section 402(g)(3)) that may be made
      with respect to any individual under the limits of Code Section 415, a
      Member's Annual Additions under this Plan and such other plans would
      result

                                       28

<PAGE>

      in an Excess Amount for a Limitation Year, the Excess Amount will be
      deemed to consist of the Annual Additions last allocated, except that
      Annual Additions attributable to a simplified employee pension will be
      deemed to have been allocated first, followed by Annual Additions to a
      welfare benefit fund or individual medical account, regardless of the
      actual allocation date.

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

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

      2)    the ratio of (i) the Annual Additions allocated to the Member for
            the Limitation Year as of such date under this Plan to (ii) the
            total Annual Additions allocated to the Member for the Limitation
            Year as of such date under this and all the other qualified defined
            contribution Master or Prototype Plans.

k)    Any Excess Amount attributed to this Plan will be disposed in the manner
      described in (e) above.

l)    If the Member is covered under another qualified defined contribution plan
      maintained by the Employer which is not a Master or Prototype Plan, Annual
      Additions which may be credited to the Member's Account under this Plan
      for any Limitation Year will be limited in accordance with (f) through (k)
      above as though the other plan were a Master or Prototype Plan, unless the
      Employer provides other limitations in Item S(3)(a).

m)    If the Employer maintains, or at any time maintained, a qualified defined
      benefit plan covering any Member in this Plan, the sum of the Member's
      Defined Benefit Plan Fraction and Defined Contribution Plan Fraction will
      not exceed 1.0 in any Limitation Year. The Annual Additions credited to
      the Member's Account under this Plan for any Limitation Year will be
      limited in accordance with Item S(4). This subparagraph shall cease to
      apply effective as of the first Limitation Year beginning on or after
      January 1, 2000.

SECTION 3.07 - EXCESS AMOUNTS.

a)    Definitions. For purposes of this section, the following terms are
      defined:

      ACP means the average (expressed as a percentage) of the Contribution
      Percentages of the Eligible Members in a group.

      ADP means the average (expressed as a percentage) of the Deferral
      Percentages of the Eligible Members in a group.

      AGGREGATE LIMIT means the greater of:

      1)    The sum of:

            i)    125 percent of the greater of the ADP of the Nonhighly
                  Compensated Employees for the prior Plan Year or the ACP of
                  the Nonhighly Compensated Employees under the plan subject to
                  Code Section 401 (m) for the Plan Year beginning with or
                  within the prior Plan Year of the cash or deferred
                  arrangement, and

            ii)   the lesser of 200 percent or 2 percent plus the lesser of such
                  ADP or ACP.

      2)    The sum of:

                                       29

<PAGE>

            i)    125 percent of the lesser of the ADP of the Nonhighly
                  Compensated Employees for the prior Plan Year or the ACP of
                  the Nonhighly Compensated Employees under the plan subject to
                  Code Section 401 (m) for the Plan Year beginning with or
                  within the prior Plan Year of the cash or deferred
                  arrangement, and

            ii)   the lesser of 200 percent or 2 percent plus the greater of
                  such ADP or ACP.

      If we have elected in Item K(2)(a) to use the current year testing method,
      then, in calculating the Aggregate Limit for a particular Plan Year, the
      Nonhighly Compensated Employees' ADP and ACP for that Plan Year, instead
      of the prior Plan Year, is used.

      CONTRIBUTION PERCENTAGE means the ratio (expressed as a percentage) of the
      Eligible Member's Contribution Percentage Amounts to the Eligible Member's
      Pay for the Plan Year (whether or not the Eligible Member was an Eligible
      Member for the entire Plan Year). If selected in Item N(4) of the Adoption
      Agreement - Standard or N(5) of the Adoption Agreement - Nonstandard and
      in modification of the foregoing, Pay shall be limited to the Pay received
      while an Eligible Member. For an Eligible Member for whom such
      Contribution Percentage Amounts for the Plan Year are zero, the percentage
      is zero.

      CONTRIBUTION PERCENTAGE AMOUNTS means the sum of the Member Contributions
      and Matching Contributions (that are not Qualified Matching Contributions
      taken into account for purposes of the ADP Test) made under the Plan on
      behalf of the Eligible Member for the Plan Year. Such Contribution
      Percentage Amounts shall not include Matching Contributions that are
      forfeited either to correct Excess Aggregate Contributions or because the
      Contributions to which they relate are Excess Elective Deferrals, Excess
      Contributions, or Excess Aggregate Contributions. Under such rules as the
      Secretary of the Treasury shall prescribe, in determining the Contribution
      Percentage we may elect to include Qualified Nonelective Contributions
      under this Plan which were not used in computing the Deferral Percentage.
      We may also elect to use Elective Deferral Contributions in computing the
      Contribution Percentage so long as the ADP Test is met before the Elective
      Deferral Contributions are used in the ACP Test and continues to be met
      following the exclusion of those Elective Deferral Contributions that are
      used to meet the ACP Test.

      DEFERRAL PERCENTAGE means the ratio (expressed as a percentage) of
      Elective Deferral Contributions under this Plan on behalf of the Eligible
      Member for the Plan Year to the Eligible Member's Pay for the Plan Year
      (whether or not the Eligible Member was an Eligible Member for the entire
      Plan Year). If selected in Item N(4) of the Adoption Agreement- Standard
      or N(5) of the Adoption Agreement - Nonstandard and in modification of the
      foregoing, Pay shall be limited to the Pay received while an Eligible
      Member. The Elective Deferral Contributions used to determine the Deferral
      Percentage shall include Excess Elective Deferrals (other than Excess
      Elective Deferrals of Nonhighly Compensated Employees that arise solely
      from Elective Deferral Contributions made under this Plan or any other
      plans of ours or a Controlled Group member), but shall exclude Elective
      Deferral Contributions that are used in computing the Contribution
      Percentage (provided the ADP Test is satisfied both with and without
      exclusion of these Elective Deferral Contributions). Under such rules as
      the Secretary of the Treasury shall prescribe, we may elect to include
      Qualified Nonelective Contributions and Qualified Matching Contributions
      under this Plan in computing the Deferral Percentage. For an Eligible
      Member for whom such contributions on his behalf for the Plan Year are
      zero, the percentage is zero.

      ELECTIVE DEFERRAL CONTRIBUTIONS means any employer contributions made to a
      plan at the election of a member, in lieu of cash compensation, and shall
      include contributions made pursuant to a salary reduction agreement or
      other deferral mechanism. With respect to any taxable year, a member's
      Elective Deferral Contributions are the sum of all employer contributions
      made on behalf of such member pursuant to an election to defer under any

                                       30

<PAGE>

      qualified cash or deferred arrangement described in Code Section 401 (k),
      any salary reduction simplified employee pension plan described in Code
      Section 408(k)(6), any SIMPLE IRA plan described in Code Section 408(p),
      any eligible deferred compensation plan under Code Section 457, any plan
      described under Code Section 501(c)(18), and any employer contributions
      made on behalf of a member for the purchase of an annuity contract under
      Code Section 403(b) pursuant to a salary reduction agreement. Elective
      Deferral Contributions shall not include any deferrals properly
      distributed as excess annual additions.

      ELIGIBLE MEMBER means, for purposes of determining the Deferral
      Percentage, any Employee who is otherwise entitled to make Elective
      Deferral Contributions under the terms of the Plan for the Plan Year.
      Eligible Member means, for purposes of determining the Contribution
      Percentage, any Employee who is eligible (i) to make a Member Contribution
      or an Elective Deferral Contribution (if we take such contributions into
      account in the calculation of the Contribution Percentage), or (ii) to
      receive a Matching Contribution (including forfeitures) or a Qualified
      Matching Contribution. If a Member Contribution is required as a condition
      of participation in the Plan, any Employee who would be a Member in the
      Plan if such Employee made such a contribution shall be treated as an
      Eligible Member on behalf of whom no Member Contributions are made.

      EXCESS AGGREGATE CONTRIBUTIONS means, with respect to any Plan Year, the
      excess of:

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

      2)    The maximum Contribution Percentage Amounts permitted by the ACP
            Test (determined by hypothetically reducing contributions made on be
            half of Highly Compensated Employees in order of their Contribution
            Percentages beginning with the highest of such percentages).

      Such determination shall be made after first determining Excess Elective
      Deferrals and then determining Excess Contributions.

      EXCESS CONTRIBUTIONS means, with respect to any Plan Year, the excess of:

      1)    The aggregate amount of employer contributions actually taken into
            account in computing the Deferral Percentage of Highly Compensated
            Employees for such Plan Year, over

      2)    The maximum amount of such contributions permitted by the ADP Test
            (determined by hypothetically reducing contributions made on behalf
            of Highly Compensated Employees in the order of the Deferral
            Percentages, beginning with the highest of such percentages).

      Such determination shall be made after first determining Excess Elective
      Deferrals.

      EXCESS ELECTIVE DEFERRALS means those Elective Deferral Contributions that
      are includible in a Member's gross income under Code Section 402(g) to the
      extent such Member's Elective Deferral Contributions for a taxable year
      exceed the dollar limitation under such Code section. Excess Elective
      Deferrals shall be treated as Annual Additions, as defined in Section
      3.06, under the Plan, unless such amounts are distributed no later than
      the first April 15 following the close of the Member's taxable year.

      MATCHING CONTRIBUTIONS means employer contributions made to this or any
      other defined contribution plan, or to a contract described in Code
      Section 403(b), on behalf of a member on account of a Member Contribution
      made by such member, or on account of a member's Elective Deferral
      Contributions, under a plan maintained by us or a Controlled Group member.

                                       31

<PAGE>

      MEMBER CONTRIBUTIONS means contributions made to the plan by or on behalf
      of a member that are included in the member's gross income in the year in
      which made and that are maintained under a separate account to which
      earnings and losses are allocated.

      QUALIFIED MATCHING CONTRIBUTIONS means Matching Contributions which are
      subject to the distribution and nonforfeitability requirements under Code
      Section 401(k) when made.

      QUALIFIED NONELECTIVE CONTRIBUTIONS means any employer contributions
      (other than Matching Contributions) which an employee may not elect to
      have paid to him in cash instead of being contributed to the plan and
      which are subject to the distribution and nonforfeitability requirements
      under Code Section 401(k) when made.

b)    Excess Elective Deferrals. A Member may assign to this Plan any Excess
      Elective Deferrals made during a taxable year of the Member by notifying
      the Plan Administrator in writing on or before the first following March 1
      of the amount of the Excess Elective Deferrals to be assigned to the Plan.
      A Member is deemed to notify the Plan Administrator of any Excess Elective
      Deferrals that arise by taking into account only those Elective Deferral
      Contributions made to this Plan and any other plan of ours or a Controlled
      Group member. The Member's claim for Excess Elective Deferrals shall be
      accompanied by the Member's written statement that if such amounts are not
      distributed, such Excess Elective Deferrals will exceed the limit imposed
      on the Member by Code Section 402(g) for the year in which the deferral
      occurred. The Excess Elective Deferrals assigned to this Plan cannot
      exceed the Elective Deferral Contributions allocated under this Plan for
      such taxable year.

      Notwithstanding any other provision of the Plan, Elective Deferral
      Contributions in an amount equal to the Excess Elective Deferrals assigned
      to this Plan, plus any income and minus any loss allocable thereto, shall
      be distributed no later than April 15 to any Member to whose Account
      Excess Elective Deferrals were assigned for the preceding year and who
      claims Excess Elective Deferrals for such taxable year.

      The Excess Elective Deferrals shall be adjusted for any income or loss.
      The income or loss allocable to such Excess Elective Deferrals shall be
      equal to the income or loss allocable to the Member's Elective Deferral
      Contributions for the taxable year in which the excess occurred multiplied
      by a fraction. The numerator of the fraction is the Excess Elective
      Deferrals. The denominator of the fraction is the closing balance without
      regard to any income or loss occurring during such taxable year (as of the
      end of such taxable year) of the Member's Account resulting from Elective
      Deferral Contributions.

      Any Matching Contributions which were based on the Elective Deferral
      Contributions which are distributed as Excess Elective Deferrals, plus any
      income and minus any loss allocable thereto, shall be forfeited.

c)    ADP Test. As of the end of each Plan Year after Excess Elective Deferrals
      have been determined, the Plan must satisfy the ADP Test. The ADP Test
      shall be satisfied using the prior year testing method, unless we have
      elected in Item K(2)(a) to use the current year testing method.

      1)    Prior Year Testing Method. The ADP for a Plan Year for Eligible
            Members who are Highly Compensated Employees for each Plan Year and
            the prior year's ADP for Eligible Members who were Nonhighly
            Compensated Employees for the prior Plan Year must satisfy one of
            the following tests:

                                       32

<PAGE>

            i)    The ADP for a Plan Year for Eligible Members who are Highly
                  Compensated Employees for the Plan Year shall not exceed the
                  prior year's ADP for Eligible Members who were Nonhighly
                  Compensated Employees for the prior Plan Year multiplied by
                  1.25; or

            ii)   The ADP for a Plan Year for Eligible Members who are Highly
                  Compensated Employees for the Plan Year:

                  A     shall not exceed the prior year's ADP for Eligible
                        Members who were Nonhighly Compensated Employees for the
                        prior Plan Year multiplied by 2, and

                  B     the difference between such ADPs is not more than 2.

            If this is not a successor plan, for the first Plan Year the Plan
            permits any Member to make Elective Deferral Contributions, for
            purposes of the foregoing tests, the prior year's Nonhighly
            Compensated Employees' ADP shall be 3 percent, unless we have
            elected in Item K(2)(b)(i) to use the Plan Year's ADP for these
            Eligible Members.

      2)    Current Year Testing Method. The ADP for a Plan Year for Eligible
            Members who are Highly Compensated Employees for each Plan Year and
            the ADP for Eligible Members who are Nonhighly Compensated Employees
            for the Plan Year must satisfy one of the following tests:

            i)    The ADP for a Plan Year for Eligible Members who are Highly
                  Compensated Employees for the Plan Year shall not exceed the
                  ADP for Eligible Members who are Nonhighly Compensated
                  Employees for the Plan Year multiplied by 1.25; or

            ii)   The ADP for a Plan Year for Eligible Members who are Highly
                  Compensated Employees for the Plan Year:

                  A     shall not exceed the ADP for Eligible Members who are
                        Nonhighly Compensated Employees for the Plan Year
                        multiplied by 2, and

                  B     the difference between such ADPs is not more than 2.

            If we have elected in Item K(2)(a) to use the current year testing
            method, that election cannot be changed unless (i) the Plan has been
            using the current year testing method for the preceding five Plan
            Years, or if less, the number of Plan Years the Plan has been in
            existence; or (ii) the Plan otherwise meets one of the conditions
            specified in Internal Revenue Service Notice 98-1 (or superseding
            guidance) for changing from the current year testing method.

            A Member is a Highly Compensated Employee for a particular Plan Year
            if he meets the definition of a Highly Compensated Employee in
            effect for that Plan Year. Similarly, a Member is a Nonhighly
            Compensated Employee for a particular Plan Year if he does not meet
            the definition of a Highly Compensated Employee in effect for that
            Plan Year.

            The Deferral Percentage for any Eligible Member who is a Highly
            Compensated Employee for the Plan Year and who is eligible to have
            Elective Deferral Contributions (and Qualified Nonelective
            Contributions or Qualified Matching Contributions, or both, if
            treated as Elective Deferral Contributions for purposes of the ADP
            Test) allocated to his account under two or more arrangements
            described in Code Section 401 (k) that are maintained by us or a
            Controlled Group member shall be determined as if such Elective
            Deferral Contributions (and, if applicable, such Qualified
            Nonelective Contributions or Qualified Matching Contributions, or
            both) were made under a single arrangement. If a Highly

                                       33

<PAGE>

            Compensated Employee participates in two or more cash or deferred
            arrangements that have different plan years, all cash or deferred
            arrangements ending with or within the same calendar year shall be
            treated as a single arrangement. The foregoing notwithstanding,
            certain plans shall be treated as separate if mandatorily
            disaggregated under the regulations of Code Section 401(k).

            In the event this Plan satisfies the requirements of Code Section
            401(k), 401(a)(4), or 410(b) only if aggregated with one or more
            other plans, or if one or more other plans satisfy the requirements
            of such Code sections only if aggregated with this Plan, then this
            section shall be applied by determining the Deferral Percentage of
            Employees as if all such plans were a single plan. Any adjustments
            to the Nonhighly Compensated Employee ADP for the prior year shall
            be made in accordance with Internal Revenue Service Notice 98-1 (or
            superseding guidance), unless we have elected in Item K(2)(a) to use
            the current year testing method. Plans may be aggregated in order to
            satisfy Code Section 401(k) only if they have the same plan year
            and use the same testing method for the ADP Test.

            For purposes of the ADP Test, Elective Deferral Contributions,
            Qualified Nonelective Contributions, and Qualified Matching
            Contributions must be made before the end of the 12-month period
            immediately following the Plan Year to which the contributions
            relate.

            We shall maintain records sufficient to demonstrate satisfaction of
            the ADP Test and the amount of Qualified Nonelective Contributions
            or Qualified Matching Contributions, or both, used in such test.

            If the Plan Administrator should determine during the Plan Year that
            the ADP Test is not being met, the Plan Administrator may limit the
            amount of future Elective Deferral Contributions of the Highly
            Compensated Employees.

            Notwithstanding any other provision of this Plan, Excess
            Contributions, plus any income and minus any loss allocable thereto,
            shall be distributed no later than the last day of each Plan Year to
            Members to whose Accounts such Excess Contributions were allocated
            for the preceding Plan Year. Excess Contributions are allocated to
            the Highly Compensated Employees with the largest amounts of
            employer contributions taken into account in calculating the ADP
            Test for the year in which the excess arose, beginning with the
            Highly Compensated Employee with the largest amount of such employer
            contributions and continuing in descending order until all of the
            Excess Contributions have been allocated. For purposes of the
            preceding sentence, the "largest amount" is determined after
            distribution of any Excess Contributions. If such excess amounts are
            distributed more than 2 1/2 months after the last day of the Plan
            Year in which such excess amounts arose, a 10 percent excise tax
            shall be imposed on the employer maintaining the plan with respect
            to such amounts.

            Excess Contributions shall be treated as Annual Additions, as
            defined in Section 3.06.

            The Excess Contributions shall be adjusted for any income or loss.
            The income or loss allocable to such Excess Contributions allocated
            to each Member shall be equal to the income or loss allocable to the
            Member's Elective Deferral Contributions (and, if applicable,
            Qualified Nonelective Contributions or Qualified Matching
            Contributions, or both) for the Plan Year in which the excess
            occurred multiplied by a fraction. The numerator of the fraction is
            the Excess Contributions. The denominator of the fraction is the
            closing balance without regard to any income or loss occurring
            during such Plan Year (as of the end of such Plan Year) of the
            Member's Account resulting from Elective Deferral Contributions (and
            Qualified Nonelective Contributions or Qualified Matching
            Contributions, or both, if such contributions are included in the
            ADP Test).

                                       34

<PAGE>

            Excess Contributions allocated to a Member shall be distributed from
            the Member's Account resulting from Elective Deferral Contributions.
            If such Excess Contributions exceed the balance in the Member's
            Account resulting from Elective Deferral Contributions, the balance
            shall be distributed from the Member's Account resulting from
            Qualified Matching Contributions (if applicable) and Qualified
            Nonelective Contributions, respectively.

            Any Matching Contributions which were based on the Elective Deferral
            Contributions which are distributed as Excess Contributions, plus
            any income and minus any loss allocable thereto, shall be forfeited.

      d)    ACP Test. As of the end of each Plan Year, the Plan must satisfy the
            ACP Test. The ACP Test shall be satisfied using the prior year
            testing method, unless we have elected in Item K(2)(a) to use the
            current year testing method.

            1)    Prior Year Testing Method. The ACP for a Plan Year for
                  Eligible Members who are Highly Compensated Employees for each
                  Plan Year and the prior year's ACP for Eligible Members who
                  were Nonhighly Compensated Employees for the prior Plan Year
                  must satisfy one of the following tests:

                  i)    The ACP for a Plan Year for Eligible Members who are
                        Highly Compensated Employees for the Plan Year shall not
                        exceed the prior year's ACP for Eligible Members who
                        were Nonhighly Compensated Employees for the prior Plan
                        Year multiplied by 1.25; or

                  ii)   The ACP for a Plan Year for Eligible Members who are
                        Highly Compensated Employees for the Plan Year:

                        A     shall not exceed the prior year's ACP for Eligible
                              Members who were Nonhighly Compensated Employees
                              for the prior Plan Year multiplied by 2, and

                        B     the difference between such ACPs is not more than
                              2.

                  If this is not a successor plan, for the first Plan Year the
                  Plan permits any Member to make Member Contributions, provides
                  for Matching Contributions, or both, for purposes of the
                  foregoing tests, the prior year's Nonhighly Compensated
                  Employees' ACP shall be 3 percent, unless we have elected in
                  Item K(2)(c)(i) to use the Plan Year's ACP for these Eligible
                  Members.

            2)    Current Year Testing Method. The ACP for a Plan Year for
                  Eligible Members who are Highly Compensated Employees for each
                  Plan Year and the ACP for Eligible Members who are Nonhighly
                  Compensated Employees for the Plan Year must satisfy one of
                  the following tests:

                  i)    The ACP for a Plan Year for Eligible Members who are
                        Highly Compensated Employees for the Plan Year shall not
                        exceed the ACP for Eligible Members who are Nonhighly
                        Compensated Employees for the Plan Year multiplied by
                        1.25; or

                  ii)   The ACP for a Plan Year for Eligible Members who are
                        Highly Compensated Employees for the Plan Year:

                        A     shall not exceed the ACP for Eligible Members who
                              are Nonhighly Compensated Employees for the Plan
                              Year multiplied by 2, and

                        B     the difference between such ACPs is not more than
                              2.

                                       35

<PAGE>

            If we have elected in Item K(2)(a) to use the current year testing
            method, that election cannot be changed unless (i) the Plan has been
            using the current year testing method for the preceding five Plan
            Years, or if less, the number of Plan Years the Plan has been in
            existence; or (ii) the Plan otherwise meets one of the conditions
            specified in Internal Revenue Service Notice 98-1 (or superseding
            guidance) for changing from the current year testing method.

      A Member is a Highly Compensated Employee for a particular Plan Year if he
      meets the definition of a Highly Compensated Employee in effect for that
      Plan Year. Similarly, a Member is a Nonhighly Compensated Employee for a
      particular Plan Year if he does not meet the definition of a Highly
      Compensated Employee in effect for that Plan Year.

      Multiple Use. If one or more Highly Compensated Employees participate in
      both a cash or deferred arrangement and a plan subject to the ACP Test
      maintained by us or a Controlled Group member, and the sum of the ADP and
      ACP of those Highly Compensated Employees subject to either or both tests
      exceeds the Aggregate Limit, then the Contribution Percentage of those
      Highly Compensated Employees who also participate in a cash or deferred
      arrangement will be reduced in the manner described below for allocating
      Excess Aggregate Contributions so that the limit is not exceeded. The
      amount by which each Highly Compensated Employee's Contribution Percentage
      is reduced shall be treated as an Excess Aggregate Contribution. The ADP
      and ACP of the Highly Compensated Employees are determined after any
      corrections required to meet the ADP Test and ACP Test and are deemed to
      be the maximum permitted under such tests for the Plan Year. Multiple use
      does not occur if either the ADP or ACP of the Highly Compensated
      Employees does not exceed 1.25 multiplied by the ADP and ACP,
      respectively, of the Nonhighly Compensated Employees.

      The Contribution Percentage for any Eligible Member who is a Highly
      Compensated Employee for the Plan Year and who is eligible to have
      Contribution Percentage Amounts allocated to his account under two or more
      plans described in Code Section 401(a) or arrangements described in Code
      Section 401(k) that are maintained by us or a Controlled Group member
      shall be determined as if the total of such Contribution Percentage
      Amounts was made under each plan. If a Highly Compensated Employee
      participates in two or more cash or deferred arrangements that have
      different plan years, all cash or deferred arrangements ending with or
      within the same calendar year shall be treated as a single arrangement.
      The foregoing notwithstanding, certain plans shall be treated as separate
      if mandatorily disaggregated under the regulations of Code Section 401
      (m).

      In the event this Plan satisfies the requirements of Code Section 401(m),
      401(a)(4), or 410(b) only if aggregated with one or more other plans, or
      if one or more other plans satisfy the requirements of such Code sections
      only if aggregated with this Plan, then this section shall be applied by
      determining the Contribution Percentage of Employees as if all such plans
      were a single plan. Any adjustments to the Nonhighly Compensated Employee
      ACP for the prior year shall be made in accordance with Internal Revenue
      Service Notice 98-1 (or superseding guidance), unless we have elected in
      Item K(2)(a) to use the current year testing method. Plans may be
      aggregated in order to satisfy Code Section 401(m) only if they have the
      same plan year and use the same testing method for the ACP Test.

      For purposes of the ACP Test, Member Contributions are considered to have
      been made in the Plan Year in which contributed to the Plan. Matching
      Contributions and Qualified Nonelective Contributions will be considered
      made for a Plan Year if made no later than the end of the 12-month period
      beginning on the day after the close of the Plan Year.

                                       36

<PAGE>

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

      Notwithstanding any other provision of this Plan, Excess Aggregate
      Contributions, plus any income and minus any loss allocable thereto, shall
      be forfeited, if not vested, or distributed, if vested, no later than the
      last day of each Plan Year to Members to whose Accounts such Excess
      Aggregate Contributions were allocated for the preceding Plan Year. Excess
      Aggregate Contributions are allocated to the Highly Compensated Employees
      with the largest Contribution Percentage Amounts taken into account in
      calculating the ACP Test for the year in which the excess arose, beginning
      with the Highly Compensated Employee with the largest amount of such
      Contribution Percentage Amounts and continuing in descending order until
      all of the Excess Aggregate Contributions have been allocated. For
      purposes of the preceding sentence, the "largest amount" is determined
      after distribution of any Excess Aggregate Contributions. If such Excess
      Aggregate Contributions are distributed more than 2 1/2 months after the
      last day of the Plan Year in which such excess amounts arose, a 10 percent
      excise tax will be imposed on the employer maintaining the plan with
      respect to such amounts.

      Excess Aggregate Contributions shall be treated as Annual Additions, as
      defined in Section 3.06.

      The Excess Aggregate Contributions shall be adjusted for any income or
      loss. The income or loss allocable to such Excess Aggregate Contributions
      allocated to each Member shall be equal to the income or loss allocable to
      the Member's Contribution Percentage Amounts for the Plan Year in which
      the excess occurred multiplied by a fraction. The numerator of the
      fraction is the Excess Aggregate Contributions. The denominator of the
      fraction is the closing balance without regard to any income or loss
      occurring during such Plan Year (as of the end of such Plan Year) of the
      Member's Account resulting from Contribution Percentage Amounts.

      Excess Aggregate Contributions allocated to a Member shall be distributed
      from the Member's Account resulting from Member Contributions that are not
      required as a condition of employment or participation or for obtaining
      additional benefits from Employer Contributions. If such Excess Aggregate
      Contributions exceed the balance in the Member's Account resulting from
      such Member Contributions, the balance shall be forfeited, if not vested,
      or distributed, if vested, on a pro-rata basis from the Member's Account
      resulting from Contribution Percentage Amounts.

SECTION 3.08 - 401(k) SAFE HARBOR PROVISIONS.

a)    Rules of Application.

      1)    If we have elected in Item O(8) to have the 401(k) safe harbor
            provisions apply and such provisions apply for the entire Plan Year,
            then the provisions of this section shall apply for the Plan Year.

            If Item O(8)(b) is selected, any provisions relating to the ADP Test
            in Section 3.07 do not apply. If Item O(8)(d) is selected, any
            provisions relating to the ADP Test in Section 3.07 do not apply for
            the Plan Year specified in Item O(8)(d).

            If Items O(8) and O(8)(a)(i) are selected and Item O(8)(b) is
            selected, any provisions relating to the ACP Test in Section 3.07
            with respect to Matching Contributions do not apply. If Items O(8)
            and O(8)(a)(i) are selected and Item O(8)(d) is selected, any
            provisions relating to the ACP Test in Section 3.07 with respect to
            Matching Contributions do not apply for the Plan Year specified in
            Item O(8)(d).

                                       37

<PAGE>

      2)    The provisions of this section shall not apply unless (i) the Plan
            Year is 12 months long, or (ii) in the case of the first Plan Year
            of a newly established plan (other than a successor plan), the Plan
            Year is at least 3 months long (or any shorter period if we are a
            newly established employer that establishes the Plan as soon as
            administratively feasible after we come into existence).

      3)    However, if a cash or deferred arrangement is added to an existing
            profit sharing, stock bonus, or pre-ERISA money purchase pension
            plan for the first time during a plan year, the requirements in (1)
            and (2) above will be treated as being satisfied for the entire Plan
            Year provided:

            i)    the Plan is not a successor plan (within the meaning of
                  Internal Revenue Service Notice 98-1 or superseding guidance),

            ii)   the cash or deferred arrangement is made effective no later
                  than 3 months prior to the end of the Plan Year, and

            iii)  the requirements of Internal Revenue Service Notice 98-52 are
                  otherwise satisfied for the entire period from the effective
                  date of the cash or deferred arrangement to the end of the
                  Plan Year.

            Thus, an existing calendar-year profit sharing plan that does not
            contain a cash or deferred arrangement may be amended as late as
            October 1 to add a cash or deferred arrangement and elect to apply
            the 401(k) safe harbor provisions for that Plan Year. The Pay that
            would be used to calculate the Qualified Matching Contributions or
            the Qualified Nonelective Contributions for such Plan Year will be
            the Member's Pay received while the 401(k) safe harbor provisions
            apply, October 1 through December 31.

      4)    To the extent that any other provision of the Plan is inconsistent
            with the provisions of this section, the provisions of this section
            shall govern.

b)    ADP Test Safe Harbor.

      1)    Contributions. If Item O(8)(b)(i) is selected, the Plan is
            satisfying the ADP Test Safe Harbor using Qualified Matching
            Contributions as required in Item O(8)(b)(i). If Item O(8)(b)(ii) is
            selected, the Plan is satisfying the ADP Test Safe Harbor using
            Qualified Nonelective Contributions as required in Item O(8)(b)(ii).
            If Item O(8)(d) is selected, the Plan is satisfying the ADP Test
            Safe Harbor using Qualified Nonelective Contributions as required in
            Item O(8)(d) for the Plan Year specified.

      2)    Notice Requirement.

            i)    If Item O(8)(b) is selected, at least 30 days, but not more
                  than 90 days, before the beginning of the Plan Year, we shall
                  provide each Active Member a comprehensive notice of his
                  rights and obligations under the Plan, including a description
                  of the Qualified Matching Contributions or Qualified
                  Nonelective Contributions that will be made to the Plan to
                  satisfy the ADP Test Safe Harbor.

            ii)   If Item O(8)(c) is selected, at least 30 days, but not more
                  than 90 days, before the beginning of the Plan Year, we shall
                  provide each Active Member a comprehensive notice of his
                  rights and obligations under the Plan, including a statement
                  that we may amend the Plan during the Plan Year to elect to
                  make a Qualified Nonelective Contribution of at least 3% of a
                  Member's Pay. If Item O(8)(d) is selected and the Plan

                                       38

<PAGE>

                  is so amended, a supplemental notice will be provided no later
                  than 30 days before the end of the Plan Year specified in Item
                  O(8)(d) informing the Member of such amendment.

            The notice shall be written in a manner calculated to be understood
            by the average Active Member.

            If an Employee becomes an Active Member after the 90th day before
            the beginning of the Plan Year and does not receive the notices
            described above for that reason, the applicable notice must be
            provided no more than 90 days before he becomes an Active Member but
            not later than the date he becomes an Active Member.

            For a Plan Year that begins on or before April 1, 1999, the notice
            requirement is satisfied if the notice in (i) above is given on or
            before March 1, 1999. For a Plan electing to apply the 401(k) safe
            harbor provisions for the first time in 2000, for a Plan Year that
            begins on or after January 1, 2000 and on or before June 1, 2000,
            the notice requirement is satisfied if the notice in (i) or (ii)
            above is given on or before May 1, 2000.

      3)    Supplemental Notice. If Item O(8)(d) is selected, we shall provide
            each Active Member a supplemental notice no later than 30 days
            before the end of the Plan Year specified in Item O(8)(d). The
            supplemental notice shall state that a Qualified Nonelective
            Contribution will be made for such Plan Year and disclose the amount
            of such Qualified Nonelective Contribution. Such notice may be
            provided separately or as a part of the notice in (2) above for the
            following Plan Year.

      4)    Election Periods. In addition to any other election periods provided
            under the Plan, each Active Member may make or modify a deferral
            election during the 30-day period immediately following receipt of
            the notice described in (2)(i) or (ii) above.

c)    ACP Test Safe Harbor.

      1)    Matching Contributions.

            i)    If the Plan is satisfying the ADP Test Safe Harbor and the ACP
                  Test Safe Harbor, Matching Contributions shall be limited as
                  provided in Items O(8)(b)(i) and P.

            ii)   If the Plan is satisfying the ADP Test Safe Harbor using
                  Qualified Matching Contributions, all Matching Contributions
                  shall be Qualified Matching Contributions. If the Plan is
                  satisfying the ADP Test Safe Harbor using Qualified
                  Nonelective Contributions, Matching Contributions shall not be
                  Qualified Matching Contributions unless Item P(8) is selected.

d)    ACP Test.

      1)    Continued Application. If the Plan is satisfying the ADP Test Safe
            Harbor and the ACP Test Safe Harbor, the Plan must still satisfy the
            ACP Test in the manner specified in (2) below with respect to Member
            Contributions. If the Plan is satisfying the ADP Test Safe Harbor
            but not the ACP Test Safe Harbor, the Plan must satisfy the ACP Test
            in the manner specified in (2) below with respect to Voluntary
            Contributions and Matching Contributions.

      2)    Special Rules. If the Plan is satisfying the ADP Test Safe Harbor
            and the ACP Test Safe Harbor, all Matching Contributions with
            respect to all Eligible Members, as defined in Section 3.07, shall
            be disregarded. If the Plan is satisfying the ADP Test Safe Harbor
            using Qualified Nonelective Contributions, but is not satisfying the
            ACP Test Safe Harbor, such

                                       39

<PAGE>

            Qualified Nonelective Contributions shall be disregarded. Qualified
            Matching Contributions shall not be treated as being taken into
            account for purposes of the ADP Test. Elective Deferral
            Contributions may not be taken into account for purposes of the ACP
            Test.

      3)    Multiple Use. If this Plan is the only cash or deferred arrangement
            in which a Highly Compensated Employee participates, the provisions
            in Section 3.07 regarding the Aggregate Limit, as defined in Section
            3.07, shall not apply. If this Plan satisfies the ACP Test Safe
            Harbor and provides for no Member Contributions, the provisions in
            Section 3.07 regarding the Aggregate Limit, as defined in Section
            3.07, shall not apply.

e)    Revocation of 401(k) Safe Harbor Election. If the ADP Test Safe Harbor is
      satisfied using Qualified Matching Contributions, we may amend the Plan to
      revoke the 401(k) safe harbor election for the Plan Year. Active Members
      shall be provided a supplemental notice that explains the consequences of
      the amendment, informs them of the effective date of the elimination of
      the Qualified Matching Contributions and gives them a reasonable
      opportunity (including a reasonable period) to change the amount of their
      Elective Deferral Contributions. The effective date of the revocation
      cannot be earlier than the later of (i) 30 days after the Active Members
      are given such notice, and (ii) the date the amendment revoking such
      provisions is adopted.

      If elected in Item O(8)(b)(i)E, we shall revoke the 401(k) safe harbor
      election for the Plan Year and perform the ADP Test and ACP Test, if
      applicable, for the entire Plan Year using the current year testing method
      described in Section 3.07. We shall make the Qualified Matching
      Contributions for the period prior to the effective date of the
      revocation.

SECTION 3.09-401(k) SIMPLE PROVISIONS.

a)    Rules of Application

      1)    If we have elected in Item O(9) to have the 401(k) SIMPLE
            provisions apply, then the provisions of this section shall apply
            for a Year only if:

            i)    we are an Eligible Employer, and

            ii)   no contributions are made, or benefits are accrued for
                  services during the Year, on behalf of any Eligible Employee
                  under any other plan, contract, pension, or trust described in
                  Code Section 219(g)(5)(A) or (B), maintained by us or a
                  Controlled Group member.

      2)    To the extent that any other provision of the Plan is inconsistent
            with the provisions of this section, the provisions of this section
            shall govern.

b)    Definitions. For purposes of applying the provisions of this section, the
      following terms are defined:

      COMPENSATION means the sum of the wages, tips, and other compensation from
      us subject to Federal income tax withholding (as described in Code Section
      6051(a)(3)) and the Employee's salary reduction contributions made under
      this or any other Code Section 401(k) plan, and, if applicable, elective
      deferrals under a Code Section 408(p) SIMPLE IRA plan, a SARSEP, or a Code
      Section 403(b) annuity contract and compensation deferred under a Code
      Section 457 plan, required to be reported by us on Form W-2 (as described
      in Code Section 6051(a)(8)). For Self-employed Individuals, Compensation
      means net earnings from self-employment determined under Code Section
      1402(a) prior to subtracting any contributions made under this Plan on
      behalf of the individual. The provisions of the Plan implementing the
      limit on compensation under Code Section 401(a)(17) apply to the
      Compensation under (c) below.

                                       40

<PAGE>

      ELIGIBLE EMPLOYER means, with respect to any Year, an employer that had no
      more than 100 employees who received at least $5,000 of Compensation from
      the employer for the preceding Year. In applying the preceding sentence,
      all employees of controlled groups of corporations under Code Section
      414(b), all employees of trades or businesses (whether incorporated or
      not) under common control under Code Section 414(c), all employees of
      affiliated service groups under Code Section 414(m), and leased employees
      required to be treated as the employer's employees under Code Section
      414(n), are taken into account.

      An Eligible Employer that elects to have the 401(k) SIMPLE provisions
      apply to the Plan and that fails to be an Eligible Employer for any
      subsequent Year, is treated as an Eligible Employer for the two Years
      following the last Year the Employer was an Eligible Employer. If the
      failure is due to any acquisition, disposition, or similar transaction
      involving an Eligible Employer, the preceding sentence applies only if the
      provisions of Code Section 410(b)(6)(C)(i) are satisfied.

      ELIGIBLE EMPLOYEE means any Employee who is entitled to make elective
      deferrals under the terms of the Plan.

      YEAR means the calendar year.

c)    Contributions.

      1)    Salary Reduction Contributions.

            i)    Each Eligible Employee may make a salary reduction election to
                  have his Compensation reduced for the Year in any amount
                  selected by the Employee subject to the limitation set forth
                  in (ii) below. We will make a salary reduction contribution to
                  the Plan, as an elective deferral, in the amount by which the
                  Employee's Compensation has been reduced.

            ii)   The total salary reduction contribution for the Year cannot
                  exceed $6,000 for any Employee. To the extent permitted by
                  law, this amount will be adjusted to reflect any annual
                  cost-of-living increases announced by the Internal Revenue
                  Service.

            For purposes of the Plan, these contributions shall be Elective
            Deferral Contributions.

      2)    Other Contributions.

            i)    Matching Contributions. Each Year we will contribute a
                  matching contribution to the Plan on behalf of each Employee
                  who makes a salary reduction election under (c)(1)(i) above.
                  The amount of the matching contribution will be equal to the
                  Employee's salary reduction contribution up to a limit of 3%
                  of the Employee's Compensation for the full Year.

                  For purposes of the Plan, these contributions shall be
                  Matching Contributions.

            ii)   Nonelective Contributions. For any Year, instead of a matching
                  contribution, we may elect to contribute a nonelective
                  contribution of 2% of Compensation for the full Year for each
                  Eligible Employee.

                  For purposes of the Plan, these contributions shall be
                  Additional Contributions.

                                       41

<PAGE>

      3)    Limitations on Other Contributions. No employer or employee
            contributions may be made to this Plan for the Year other than
            salary reduction contributions described in (c)(1) above, matching
            or nonelective contributions described in (c)(2) above, and rollover
            contributions described in Regulations section 1.402(c)-2, Q&A-1
            (a).

      4)    The provisions of the Plan implementing the limitations of Code
            Section 415 apply to contributions made pursuant to (c)(1) and
            (c)(2) above.

d)    Election and Notice Requirements.

      1)    Election Period.

            i)    In addition to any other election periods provided under the
                  Plan, each Eligible Employee may make or modify a salary
                  reduction election during the 60-day period immediately
                  preceding each January 1.

            ii)   For the Year an Employee becomes eligible to make salary
                  reduction contributions under the 401(k) SIMPLE provisions,
                  the 60-day election period requirement of (i) above is deemed
                  satisfied if the Employee may make or modify a salary
                  reduction election during a 60-day period that includes either
                  the date the Employee becomes eligible or the day before.

            iii)  Each Employee may terminate a salary reduction election at any
                  time during the Year.

      2)    Notice Requirements.

            i)    We will notify each Eligible Employee prior to the 60-day
                  election period described in (d)(1) above that he can make a
                  salary reduction election or modify a prior election during
                  that period.

            ii)   The notification will indicate whether we will provide a 3%
                  matching contribution described in (c)(2)(i) above or a 2%
                  nonelective contribution described in (c)(2)(ii) above.

e)    Vesting Requirements. All benefits attributable to contributions described
      in (c)(1) and (c)(2) above are nonforfeitable at all times and all
      previous contributions made under the Plan are nonforfeitable as of the
      beginning of the Year the 401(k) SIMPLE provisions apply. If these
      provisions were previously adopted without a requirement that all previous
      contributions be nonforfeitable, this requirement will not apply until the
      date a plan that requires these contributions to be nonforfeitable is
      adopted.

f)    Top-heavy Rules. The Plan is not treated as a top-heavy plan under Code
      Section 416 for any Year for which this section applies.

g)    Nondiscrimination Tests. The ADP and ACP tests described in Section 3.07
      are treated as satisfied for any Year for which this section applies.

ARTICLE IV
INVESTMENT OF CONTRIBUTIONS

SECTION 4.01 - INVESTMENT AND TIMING OF CONTRIBUTIONS.

a)    Trusteed Plans. The provisions of this subparagraph apply to trusteed
      plans.

                                       42

<PAGE>

      The handling of Contributions is governed by the provisions of the Trust
      Agreement, the Annuity Contract, and any other funding arrangement in
      which the Plan Fund is or may be held or invested. To the extent permitted
      by the Trust Agreement, Annuity Contract, or other funding arrangement,
      the parties established by Item U(2) shall direct the Contributions to any
      Insurance Policy, the guaranteed benefit policy portion of the Annuity
      Contract, any of the investment options available under the Annuity
      Contract, or any of the investment vehicles available under the Trust
      Agreement and may request the transfer of amounts resulting from those
      Contributions between such investment options and investment vehicles or
      the transfer of amounts between the guaranteed benefit policy portion of
      the Annuity Contract and such investment options and investment vehicles.
      A Member may not direct the Trustee or Insurer to invest the Member's
      Account in collectibles. Collectibles mean any work of art, rug or
      antique, metal or gem, stamp or coin, alcoholic beverage, or other
      tangible personal property specified by the Secretary of the Treasury.
      However, for tax years beginning after December 31, 1997, certain coins
      and bullion as provided in Code Section 408(m)(3) shall not be considered
      collectibles. To the extent that a Member who has investment direction
      fails to give timely direction, we shall direct the investment of his
      Account. If we have investment direction, such Account shall be invested
      ratably in the guaranteed benefit policy portion of the Annuity Contract,
      the investment options available under the Annuity Contract, or the
      investment vehicles available under the Trust Agreement in the same manner
      as the Accounts of all other Members who do not direct their investments.
      We shall have investment direction for amounts which have not been
      allocated to Members. To the extent an investment is no longer available,
      we may require that amounts currently held in such investment be
      reinvested in other investments.

      At least annually, the Named Fiduciary shall review all pertinent Employee
      information and Plan data in order to establish the funding policy of the
      Plan and to determine appropriate methods of carrying out the Plan's
      objectives. The Named Fiduciary shall inform the Trustee and any
      Investment Manager of the Plan's short-term and long-term financial needs
      so the investment policy can be coordinated with the Plan's financial
      requirements.

      However, the Named Fiduciary may delegate to the Investment Manager
      investment direction for Contributions and amounts which are not subject
      to Member direction.

b)    Nontrusteed Plans. The provisions of this subparagraph apply to plans
      which are not trusteed.

      The handling of Contributions which are directed to the Annuity Contract
      is governed by the provisions of the Annuity Contract. To the extent
      permitted by the Annuity Contract, the parties established by Item U(2)
      shall direct the Contributions to the guaranteed benefit policy portion of
      the Annuity Contract or any of the investment options available under the
      Annuity Contract and may request the transfer of amounts resulting from
      those Contributions between such investment options or the transfer of
      amounts between the guaranteed benefit policy portion of the Annuity
      Contract and such investment options. To the extent that a Member who has
      investment direction fails to give timely direction, we shall direct the
      investment of his Account. If we have investment direction, such Account
      shall be invested ratably in the guaranteed benefit policy portion of the
      Annuity Contract or the investment options available under the Annuity
      Contract in the same manner as the Accounts of all other Members who do
      not direct their investments. We shall have investment direction for
      amounts which have not been allocated to Members. To the extent an
      investment is no longer available, we may require that amounts currently
      held in such investment be reinvested in other investments.

      At least annually, the Named Fiduciary shall review all pertinent Employee
      information and Plan data in order to establish the funding policy of the
      Plan and to determine appropriate methods of carrying out the Plan's
      objectives. The Named Fiduciary shall inform any Investment Manager of the
      Plan's short-term and long-term financial needs so the investment policy
      can be coordinated with the Plan's financial requirements.

                                       43

<PAGE>

      However, the Named Fiduciary may delegate to the Investment Manager
      investment direction for Contributions and amounts which are not subject
      to Member direction, including any Contributions made by us before the end
      of the Plan Year which are not allocated when made.

c)    All Plans. The provisions of this subparagraph apply to all plans.

      We shall pay to the Insurer or Trustee, as applicable, the Elective
      Deferral Contributions, Qualified Matching Contributions, and Qualified
      Nonelective Contributions for each Plan Year not later than the end of the
      12-month period immediately following the Plan Year for which they are
      deemed to be paid.

      If Items O(8)(b)(i) and O(8)(b)(i)C(1), (2), or (3) are selected, we shall
      pay to the Insurer or Trustee, as applicable, the Qualified Matching
      Contributions calculated based on Elective Deferral Contributions and Pay
      for the pay period specified in Item O(8)(b)(i)C not later than the last
      day of the following Plan-year Quarter.

      All Contributions are forwarded by us to the Trustee to be deposited in
      the Trust Fund or to the Insurer to be deposited under the Annuity
      Contract, as applicable. Contributions that are accumulated through
      payroll deduction shall be paid to the Trustee or Insurer, as applicable,
      by the earlier of (i) the date the Contributions can reasonably be
      segregated from our assets, or (ii) the 15th business day of the month
      following the month in which the Contributions would otherwise have been
      paid in cash to the Member.

SECTION 4.01A - INVESTMENT IN QUALIFYING EMPLOYER SECURITIES.

The provisions of this section apply to plans which allow investment in
Qualifying Employer Securities.

If permitted under Item U(5)(a) of the Adoption Agreement-Nonstandard, all or
some portion of the Member's Account may be invested in the Qualifying Employer
Securities Fund. If the Member has investment control, once an investment in the
Qualifying Employer Securities Fund is made available to Members, it shall
continue to be available unless the Adoption Agreement is amended to disallow
such available investment. In the absence of an election to invest in Qualifying
Employer Securities, Members shall be deemed to have elected to have their
Accounts invested wholly in other investment options of the Investment Fund.
Once an election is made, it shall be considered to continue until a new
election is made.

For purposes of determining the annual valuation of the Plan, and for reporting
to Members and regulatory authorities, the assets of the Plan shall be valued at
least annually on the Valuation Date which corresponds to the last day of the
Plan Year. The fair market value of Qualifying Employer Securities shall be
determined on such Valuation Date. The prices of Qualifying Employer Securities
as of the date of the transaction shall apply for purposes of valuing
distributions and other transactions of the Plan to the extent such value is
representative of the fair market value of such securities in the opinion of the
Plan Administrator. The value of a Member's Account held in the Qualifying
Employer Securities Fund may be expressed in units.

If the Qualifying Employer Securities are not publicly traded, or if an
extremely thin market exists for such securities so that reasonable valuation
may not be obtained from the market place, then such securities must be valued
at least annually by an independent appraiser who is not associated with us, the
Plan Administrator, the Trustee, or any person related to any fiduciary under
the Plan. The independent appraiser may be associated with a person who is
merely a contract administrator with respect to the Plan, but who exercises no
discretionary authority and is not a Plan fiduciary.

                                       44
<PAGE>

If there is a public market for Qualifying Employer Securities of the type held
by the Plan, then the Plan Administrator may use as the value of the securities
the price at which such securities traded in such market. If the Qualifying
Employer Securities do not trade on the relevant date, or if the market is very
thin on such date, then the Plan Administrator may use for the valuation the
next preceding trading day on which the trading prices are representative of the
fair market value of such securities in the opinion of the Plan Administrator.

Cash dividends payable on the Qualifying Employer Securities shall be reinvested
in additional shares of such securities. In the event of any cash or stock
dividend or any stock split, such dividend or split shall be credited to the
Accounts based upon the number of shares of Qualifying Employer Securities
credited to each Account as of the payable date of such dividend or split.

All purchases of Qualifying Employer Securities shall be made at a price, or
prices, which, in the judgement of the Plan Administrator, do not exceed the
fair market value of such securities.

In the event that the Trustee acquires Qualifying Employer Securities by
purchase from a "disqualified person" as defined in Code Section 4975(e)(2) or
from a "party-in-interest" as defined in ERISA Section 3(14), the terms of such
purchase shall contain the provision that in the event there is a final
determination by the Internal Revenue Service, the Department of Labor, or court
of competent jurisdiction that the fair market value of such securities as of
the date of purchase was less than the purchase price paid by the Trustee, then
the seller shall pay or transfer, as the case may be, to the Trustee an amount
of cash or shares of Qualifying Employer Securities equal in value to the
difference between the purchase price and such fair market value for all such
shares. In the event that cash or shares of Qualifying Employer Securities are
paid or transferred to the Trustee under this provision, such securities shall
be valued at their fair market value as of the date of such purchase, and
interest at a reasonable rate from the date of purchase to the date of payment
or transfer shall be paid by the seller on the amount of cash paid.

The Plan Administrator may direct the Trustee to sell, resell, or otherwise
dispose of Qualifying Employer Securities to any person, including us, provided
that any such sales to any disqualified person or a party-in-interest, including
us, will be made at not less than the fair market value and no commission will
be charged. Any such sale shall be made in conformance with ERISA Section
408(e).

We are responsible for compliance with any applicable Federal or state
securities law with respect to all aspects of the Plan. If the Qualifying
Employer Securities or interests in this Plan are required to be registered in
order to permit investment in the Qualifying Employer Securities Fund as
provided in Item U(5)(a) of the Adoption Agreement-Nonstandard, then such
investment will not be effective until the later of the effective date of the
Plan or the date such registration or qualification is effective. We, at our own
expense, will take or cause to be taken any and all such actions as may be
necessary or appropriate to effect such registration or qualification. Further,
if the Trustee is directed to dispose of any Qualifying Employer Securities held
under the Plan under circumstances which require registration or qualification
of the securities under applicable Federal or state securities laws, then we
will, at our expense, take or cause to be taken any and all such action as may
be necessary or appropriate to effect such registration or qualification. We are
responsible for all compliance requirements under Section 16 of the Securities
Act.

SECTION 4.02 - PURCHASE OF INSURANCE.

If permitted under Item U(4), the purchase of life insurance is available under
this Plan for the purpose of providing incidental death benefits. If life
insurance is available, an Active Member may elect to have any part of his
Account which does not result from accumulated deductible employee
contributions, as defined in Code Section 72(o)(5)(B), applied to purchase life
insurance coverage on his life.

                                       45
<PAGE>

The Trustee shall apply for and will be the owner of any Insurance Policy
purchased under the terms of this Plan. The purchase shall be subject to the
provisions of this section, the distribution of benefits provisions of Article
VI or VIA, whichever applies, and the beneficiary provisions of Section 10.07.

If Item AA(1)(a) is selected and the Member has a spouse, such spouse shall be
his Beneficiary under the Insurance Policy, unless (i) a qualified election has
been made according to the provisions of Section 6A.03, or (ii) the Trustee has
been named as Beneficiary. If Item AA(1)(a) is not selected and the Member has a
spouse to whom he has been continuously married for at least one year, such
spouse shall be his Beneficiary under the Insurance Policy, unless (i) a
qualified election has been made according to the provisions of Section 6.03, or
(ii) the Trustee has been named as Beneficiary.

If the Trustee is named as Beneficiary, upon the death of the Member, the
Trustee shall be required to pay over all proceeds of the Insurance Policy to
the Member's Beneficiary or spouse, as the case may be, according to the
distribution of benefits provisions of Article VI or VIA, whichever applies.

Under no circumstances shall the Trust Fund retain any part of the proceeds. In
the event of any conflict between the terms of this Plan and the terms of any
Insurance Policy purchased hereunder, the Plan provisions shall control.

The purchase of insurance shall be subject to the limitations that may be
imposed by the Insurer under the applicable Insurance Policy. The Insurance
Policy may provide for waiver of premium for disability.

The total of all insurance premiums for insurance coverage on the life of a
Member provided by our Contributions shall be limited to a percentage of all our
Contributions made for that Member. All such ordinary life insurance premiums
shall be limited to a percentage which is less than 50 percent. All such term
life and universal life insurance premiums shall be limited to a percentage
which is not more than 25 percent. If both ordinary life insurance and term life
or universal life insurance are purchased, one-half of all such ordinary life
insurance premiums and all such other life insurance premiums shall be limited
to a percentage which is not more than 25 percent. Ordinary life insurance
policies are policies with both nondecreasing death benefits and nonincreasing
premiums.

Any dividends declared upon an amount of insurance in force on the life of a
Member may, within the terms of the Insurance Policy, be applied to reduce the
earliest premium due, purchase paid-up insurance coverage, accumulate under the
policy to provide additional death benefit, or be credited to the Member's
Account which is included in the Plan Fund. In the absence of any direction,
such dividends shall be applied to reduce the earliest premium due for such
amount of insurance.

A Member may elect to have amounts deducted from his Account to pay insurance
premiums. The total amount deducted cannot exceed the amount of Contributions
credited to his Account which were not used to provide insurance, but could have
been.

If a decrease in the amount of life insurance is necessary, any cash value of
the terminated insurance shall be retained in the Member's Account.

SECTION 4.03 - TRANSFER OF OWNERSHIP.

Any transfer of ownership under this section shall be subject to the
distribution of benefits provisions of Article VI or VIA, whichever applies.

                                       46
<PAGE>

Upon the request of a Member, we may purchase for its cash value a personal life
insurance policy issued to, and insuring the life of, the Member. Such policy
shall be immediately transferred from us to the Trustee. The cash value of the
purchased policy shall be a part of our Contribution for the Plan Year. Any such
purchase shall be accomplished only under an appropriate written agreement
between the Member, the Trustee, and us. In lieu of our purchase of such policy
and at our direction, the Trustee may purchase the policy directly from the
Member. These provisions shall not be available if the policy is subject to a
policy loan or similar lien. The purchase of and future premiums for any such
policy shall be subject to the limitations in Section 4.02.

If the Insurance Policy on a Member's life allows transfer of ownership, he may
pay the Trustee an amount equal to the cash value of such policy. Such payment
shall become a part of his Account. Upon receiving the payment, the Trustee
shall transfer ownership of the policy to the Member. This transfer of ownership
is not a distribution from the Plan. This option shall only be available to a
Member if the policy would, but for the sale, be surrendered by the Plan.

If the Insurance Policy on a Member's life allows transfer of ownership and a
distribution of his Vested Account would include the cash value of such policy,
he may have ownership of such policy transferred to himself without paying the
cash value to the Trustee. Any Insurance Policy transferred to the Member for
which he has not paid the cash value to the Trustee is a distribution from the
Plan.

In applying the provisions of this section, all Members in similar circumstances
shall be treated in a similar manner. Members who are Highly Compensated
Employees shall not be treated in a manner more favorable than that afforded all
other Members.

SECTION 4.04 - TERMINATION OF INSURANCE.

The termination of insurance under this section shall be subject to the
distribution of benefits provisions of Article VI or VIA, whichever applies.

No premium payments shall be made under this Plan for an Inactive Member. If a
Member becomes an Inactive Member before his Retirement Date, the Trustee may
either use the cash value of the Insurance Policy on his life to provide paid-up
insurance or may surrender the Insurance Policy. The cash value of a surrendered
Insurance Policy is retained in the Member's Account and added to the Investment
Fund. The purchase of paid-up insurance shall be subject to the provisions of
the Insurance Policy. If the Member ceases to be an Employee before his
Retirement Date, he may elect to have the ownership of the Insurance Policy
transferred as provided in Section 4.03.

On a Member's Retirement Date, any Insurance Policy on his life, the ownership
of which has not been transferred to him, shall terminate. The cash value shall
be paid to the Member in cash or applied to provide an income for him according
to the provisions of the Insurance Policy. In any event, no portion of the value
of any Insurance Policy shall be used to continue life insurance protection
under the Plan beyond actual retirement.

ARTICLE V
BENEFITS

SECTION 5.01 - RETIREMENT BENEFITS.

On a Member's Retirement Date, his Vested Account shall be distributed to him
according to the distribution of benefits provisions of Article VI or VIA,
whichever applies, and the provisions of Section 10.11.

                                       47
<PAGE>

SECTION 5.02 - DEATH BENEFITS.

If a Member dies before his Annuity Starting Date, his Vested Account shall be
distributed according to the distribution of benefits provisions of Article VI
or VIA, whichever applies, and the provisions of Section 10.11.

SECTION 5.03 - VESTED BENEFITS.

If an Inactive Member's Vested Account is not payable under the provisions of
Section 10.11, he may elect, but is not required, to receive a distribution of
his Vested Account after he ceases to be an Employee. If Item Z(4)(a) is
selected, distributions from the Member's Vested Account which result from the
designated Contributions shall not begin before the Member becomes Totally
Disabled. If Item Z(4)(b) is selected, distributions from the Member's Vested
Account which result from the designated Contributions shall not be made until
he has ceased to be an Employee for the period of time specified. If Item
AA(1)(a) is not selected, the Member's election shall be subject to his spouse's
consent as provided in Section 6.03. A distribution under this paragraph shall
be a retirement benefit and shall be distributed to the Member according to the
distribution of benefits provisions of Article VI or VIA, whichever applies.

A Member may not elect to receive a distribution under the provisions of this
section after he again becomes an Employee until he subsequently ceases to be an
Employee and again meets the requirements of this section.

If an Inactive Member does not receive an earlier distribution, upon his
Retirement Date or death, his Vested Account shall be distributed according to
the provisions of Section 5.01 or 5.02.

The Nonvested Account of an Inactive Member who ceases to be an Employee shall
remain a part of his Account until it becomes a Forfeiture. However, if he again
becomes an Employee so that his Vesting Percentage may increase, the Nonvested
Account may become part of his Vested Account.

SECTION 5.04 - WHEN BENEFITS START.

a)    Unless otherwise elected, benefits shall begin before the 60th day
      following the close of the Plan Year in which the latest date below
      occurs:

      1)    The date the Member attains age 65 (or Normal Retirement Age, if
            earlier).

      2)    The 10th anniversary of the Member's Entry Date.

      3)    The date the Member ceases to be an Employee.

      Notwithstanding the foregoing, the failure of a Member and spouse, if
      applicable, to consent to a distribution while a benefit is immediately
      distributable, within the meaning of Section 6.03 or 6A.03, whichever
      applies, shall be deemed to be an election to defer the start of benefits
      sufficient to satisfy this section.

      The Member may elect to have benefits begin after the latest date for
      beginning benefits described above, subject to the following provisions of
      this section. The Member shall make the election in writing. Such election
      must be made before his Normal Retirement Date or the date he ceases to be
      an Employee, if later. The Member shall not elect a date for beginning
      benefits or a form of distribution which would result in a benefit payable
      when he dies which would be more than incidental within the meaning of
      governmental regulations.

                                       48
<PAGE>

      Benefits shall begin on an earlier date if otherwise provided in the Plan.
      For example, the Member's Retirement Date or Required Beginning Date, as
      defined in Section 7.02.

b)    The Member's Vested Account which results from Elective Deferral
      Contributions, Qualified Nonelective Contributions, and Qualified Matching
      Contributions may not be distributed to a Member or to his Beneficiary (or
      Beneficiaries) in accordance with the Member's or Beneficiary's (or
      Beneficiaries') election, earlier than separation from service, death, or
      disability. Such amount may also be distributed upon:

      1)    Termination of the Plan as permitted in Article VIII.

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

      3)    The disposition by us, if we are a corporation, to an unrelated
            entity of our interest in a subsidiary, within the meaning of Code
            Section 409(d)(3), if we continue to maintain the Plan, but only
            with respect to Employees who continue employment with such
            subsidiary.

      4)    The attainment of age 59 1/2 as permitted in Section 5.05.

      5)    The hardship of the Member as permitted in Section 5.05.

      All distributions that may be made pursuant to one or more of the
      foregoing distributable events will be a retirement benefit and shall be
      distributed to the Member according to the distribution of benefits
      provisions of Article VI or VIA, whichever applies. In addition,
      distributions that are triggered by any of the first three events
      enumerated above must be made in a lump sum. A lump sum shall include a
      distribution of an annuity contract.

SECTION 5.05 - WITHDRAWAL BENEFITS.

a)    Financial Hardship Withdrawals. If elected by us in Item Y(3), withdrawals
      of part of the Member's Account as provided in Item Y(3) will be permitted
      in the event of hardship due to an immediate and heavy financial need.

      Immediate and heavy financial need shall be limited to: (i) expenses
      incurred or necessary for medical care, described in Code Section 213(d),
      of the Member, the Member's spouse, or any dependents of the Member (as
      defined in Code Section 152); (ii) the purchase (excluding mortgage
      payments) of a principal residence for the Member; (iii) payment of
      tuition, related educational fees, and room and board expenses, for the
      next 12 months of post-secondary education for the Member, his spouse,
      children, or dependents; (iv) the need to prevent the eviction of the
      Member from, or foreclosure on the mortgage of, the Member's principal
      residence; or (v) any other distribution which is deemed by the
      Commissioner of Internal Revenue to be made on account of immediate and
      heavy financial need as provided in Treasury regulations.

      No withdrawal shall be allowed which is not necessary to satisfy such
      immediate and heavy financial need. Such withdrawal shall be deemed
      necessary only if all of the following requirements are met: (i) the
      distribution is not in excess of the amount of the immediate and heavy
      financial need (including amounts necessary to pay any Federal, state, or
      local income taxes or penalties reasonably anticipated to result from the
      distribution); (ii) the Member has obtained all distributions, other than
      hardship distributions, and all nontaxable loans currently available under
      all plans maintained by us; (iii) the Plan, and all other plans maintained
      by us, provide that the Member's elective contributions and member
      contributions will be suspended

                                       49
<PAGE>

      for at least 12 months after receipt of the hardship distribution; and
      (iv) the Plan, and all other plans maintained by us, provide that the
      Member may not make elective contributions for the Member's taxable year
      immediately following the taxable year of the hardship distribution in
      excess of the applicable limit under Code Section 402(g) for such next
      taxable year less the amount of such Member's elective contributions for
      the taxable year of the hardship distribution. The Plan will suspend
      elective contributions and member contributions for 12 months and limit
      elective deferrals as provided in the preceding sentence. A Member shall
      not cease to be an Eligible Member, as defined in Section 3.07, merely
      because his elective contributions or member contributions are suspended.

b)    Other Withdrawals. A Member may withdraw any part of his Account resulting
      from his Voluntary Contributions subject to the limitations provided in
      Item Y(1). A Member may withdraw any part of his Account resulting from
      his Rollover Contributions subject to the limitations provided in Item
      Y(2). If elected by us in Item Y(4), withdrawals of part of the Member's
      Account as provided in Item Y(4) will be permitted at any time after he
      attains age 59 1/2 subject to the limitations provided in Item Y(4). If
      elected by us in Item Y(5), withdrawals of part of the Member's Account as
      provided in Item Y(5) will be permitted after he has been an Active Member
      for at least five years subject to the limitations provided in Item Y(5).

A request for withdrawal shall be made in such manner and in accordance with
such rules as we will prescribe for this purpose (including by means of voice
response or other electronic means under circumstances we permit). Withdrawals
shall be a retirement benefit and shall be distributed to the Member according
to the distribution of benefits provisions of Article VI or VIA, whichever
applies. A forfeiture shall not occur solely as a result of a withdrawal.

SECTION 5.06 - LOANS TO MEMBERS.

If permitted under Item U(3)(a), loans shall be made available to all Members on
a reasonably equivalent basis. For purposes of this section, and unless
otherwise specified, Member means any Member or Beneficiary who is a
party-in-interest as defined in ERISA. Loans shall not be made to Highly
Compensated Employees in an amount greater than the amount made available to
other Members.

No loans shall 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 Section 318(a)(1)), on any day
during the taxable year of such corporation, more than 5 percent of the
outstanding stock of the corporation.

A loan to a Member shall be a Member-directed investment of his Account. The
portion of the Member's Account held in the Qualifying Employer Securities Fund
may be redeemed for purposes of a loan only after the amount held in other
investment options has been depleted. The loan is a Trust Fund investment but no
Account other than the borrowing Member's Account shall share in the interest
paid on the loan or bear any expense or loss incurred because of the loan.

The number of outstanding loans shall be limited to one, unless otherwise
specified in Item U(3)(a)(iv). No more than one loan shall be approved for any
Member in any 12-month period, unless otherwise specified in Item U(3)(a)(v). If
Item U(3)(a)(ii) is selected, the minimum amount of any loan shall be the amount
specified in that item.

Loans must be adequately secured and bear a reasonable rate of interest.

The amount of the loan shall not exceed the maximum amount that may be treated
as a loan under Code Section 72(p) (rather than a distribution) to the Member
and shall be equal to the lesser of (a) or (b) below:

                                       50
<PAGE>

a)    $50,000, reduced by the highest outstanding loan balance of loans during
      the one-year period ending on the day before the new loan is made.

b)    The greater of (1) or (2), reduced by (3) below:

      1)    One-half of the Member's Vested Account.

      2)    $10,000.

      3)    Any outstanding loan balance on the date the new loan is made.

For purposes of this maximum, a Member's Vested Account does not include any
accumulated deductible employee contributions, as defined in Code Section
72(o)(5)(B), and all qualified employer plans, as defined in Code Section
72(p)(4), of ours and any Controlled Group member shall be treated as one plan.

The foregoing notwithstanding, the amount of such loan shall not exceed 50
percent of the amount of the Member's Vested Account reduced by any outstanding
loan balance on the date the new loan is made. In addition, the amount of the
loan may be further limited to a specified dollar amount, if Item U(3)(a)(iii)
so indicates. For purposes of this maximum, a Member's Vested Account does not
include any accumulated deductible employee contributions, as defined in Code
Section 72(o)(5)(B). No collateral other than a portion of the Member's Vested
Account (as limited above) shall be accepted. The Loan Administrator shall
determine if the collateral is adequate for the amount of the loan requested.

A Member must obtain the consent of his spouse, if any, to the use of the Vested
Account as security for the loan. Spousal consent shall be obtained no earlier
than the beginning of the 90-day period that ends on the date on which the loan
to be so secured is made. The consent must be in writing, must acknowledge the
effect of the loan, and must be witnessed by a plan representative or a notary
public. 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 Vested Account is used for collateral upon renegotiation,
extension, renewal, or other revision of the loan. If Item AA(1)(a) is selected,
no consent shall be required. If AA(1)(a) is not selected and subparagraph (d)
of Section 6.03 applies, no consent shall be required.

If a valid spousal consent has been obtained in accordance with the above, or
spousal consent is not required, then, notwithstanding any other provision of
this Plan, the portion of the Member's Vested Account used as a security
interest held by the Plan by reason of a loan outstanding to the Member shall be
taken into account for purposes of determining the amount of the Vested Account
payable at the time of death or distribution, but only if the reduction is used
as repayment of the loan. If spousal consent is required and less than 100
percent of the Member's Vested Account (determined without regard to the
preceding sentence) is payable to the surviving spouse, then the Vested Account
shall be adjusted by first reducing the Vested Account by the amount of the
security used as repayment of the loan, and then determining the benefit payable
to the surviving spouse.

Each loan shall bear a reasonable fixed rate of interest to be determined by the
Loan Administrator. In determining the interest rate, the Loan Administrator
shall take into consideration fixed interest rates currently being charged by
commercial lenders for loans of comparable risk on similar terms and for similar
durations, so that the interest will provide for a return commensurate with
rates currently charged by commercial lenders for loans made under similar
circumstances. The Loan Administrator shall not discriminate among Members in
the matter of interest rates; but loans granted at different times may bear
different interest rates in accordance with the current appropriate standards.

                                       51
<PAGE>

The loan shall by its terms require that repayment (principal and interest) be
amortized in level payments, not less frequently than quarterly, over a period
not extending beyond five years from the date of the loan. If Item U(3)(a)(vi)A
is selected and the loan is used to acquire a dwelling unit, which within a
reasonable time (determined at the time the loan is made) will be used as the
principal residence of the Member, the repayment period may extend beyond five
years from the date of the loan. The period of repayment for any loan shall be
arrived at by mutual agreement between the Loan Administrator and the Member and
if the loan is for a principal residence, shall not be for a period longer than
the repayment period consistent with commercial practices.

The Member shall make an application for a loan in such manner and in accordance
with such rules as we will prescribe for this purpose (including by means of
voice response or other electronic means under circumstances we permit). The
application must specify the amount and duration requested.

Information contained in the application for the loan concerning the income,
liabilities, and assets of the Member will be evaluated to determine whether
there is a reasonable expectation that the Member will be able to satisfy
payments on the loan as due. Additionally, the Loan Administrator will pursue
any appropriate further investigations concerning the creditworthiness and
credit history of the Member to determine whether a loan should be approved.

Each loan shall be fully documented in the form of a promissory note signed by
the Member for the face amount of the loan, together with interest determined as
specified above.

There will be an assignment of collateral to the Plan executed at the time the
loan is made.

In those cases where repayment through payroll deduction is available,
installments are so payable, and a payroll deduction agreement shall be executed
by the Member at the time the loan is made. Loan repayments that are accumulated
through payroll deduction shall be paid to the Trustee by the earlier of (i) the
date the loan repayments can reasonably be segregated from our assets, or (ii)
the 15th business day of the month following the month in which such amounts
would otherwise have been paid in cash to the Member.

Where payroll deduction is not available, payments in cash are to be timely
made. Any payment that is not by payroll deduction shall be made payable to us
or the Trustee, as specified in the promissory note, and delivered to the Loan
Administrator, including prepayments, service fees and penalties, if any, and
other amounts due under the note. The Loan Administrator shall deposit such
amounts into the Plan as soon as administratively practicable after they are
received, but in no event later than the 15th business day of the month after
they are received.

The promissory note may provide for reasonable late payment penalties and
service fees. Any penalties or service fees shall be applied to all Members in a
nondiscriminatory manner. If the promissory note so provides, such amounts may
be assessed and collected from the Account of the Member as part of the loan
balance.

Each loan may be paid prior to maturity, in part or in full, without penalty or
service fee, except as may be set out in the promissory note.

The Plan shall suspend loan payments for a period not exceeding one year during
which an approved unpaid leave of absence occurs other than a military leave of
absence. The Loan Administrator shall provide the Member a written explanation
of the effect of the suspension of payments upon his loan.

                                       52
<PAGE>

If a Member separates from service (or takes a leave of absence) from the
Employer because of service in the military and does not receive a distribution
of his Vested Account, the Plan shall suspend loan payments until the Member's
completion of military service or until the Member's fifth anniversary of
commencement of military service, if earlier, as permitted under Code Section
414(u). The Loan Administrator shall provide the Member a written explanation of
the effect of his military service upon his loan.

If any payment of principal and interest, or any portion thereof, remains unpaid
for more than 90 days after due, the loan shall be in default. For purposes of
Code Section 72(p), the Member shall then be treated as having received a deemed
distribution regardless of whether or not a distributable event has occurred.

Upon default, the Plan has the right to pursue any remedy available by law to
satisfy the amount due, along with accrued interest, including the right to
enforce its claim against the security pledged and execute upon the collateral
as allowed by law. The entire principal balance, whether or not otherwise then
due, along with accrued interest, shall become immediately due and payable
without demand or notice, and subject to collection or satisfaction by any
lawful means, including specifically, but not limited to, the right to enforce
the claim against the security pledged and to execute upon the collateral as
allowed by law.

In the event of default, foreclosure on the note and attachment of security or
use of amounts pledged to satisfy the amount then due shall not occur until a
distributable event occurs in accordance with the Plan, and shall not occur to
an extent greater than the amount then available upon any distributable event
which has occurred under the Plan.

All reasonable costs and expenses, including but not limited to attorney's fees,
incurred by the Plan in connection with any default or in any proceeding to
enforce any provision of a promissory note or instrument by which a promissory
note for a Member loan is secured, shall be assessed and collected from the
Account of the Member as part of the loan balance.

If payroll deduction is being utilized, in the event that a Member's available
payroll deduction amounts in any given month are insufficient to satisfy the
total amount due, there will be an increase in the amount taken subsequently,
sufficient to make up the amount that is then due. If any amount remains past
due more than 90 days, the entire principal amount, whether or not otherwise
then due, along with interest then accrued, shall become due and payable, as
above.

If no distributable event has occurred under the Plan at the time that the
Member's Vested Account would otherwise be used under this provision to pay any
amount due under the outstanding loan, this will not occur until the time, or in
excess of the extent to which, a distributable event occurs under the Plan. An
outstanding loan will become due and payable in full 60 days after a Member
ceases to be an Employee and a party-in-interest as defined in ERISA or after
complete termination of the Plan.

SECTION 5.07 - DISTRIBUTIONS UNDER QUALIFIED DOMESTIC RELATIONS ORDERS.

The Plan specifically permits distributions to an Alternate Payee under a
qualified domestic relations order as defined in Code Section 414(p), at
any time, irrespective of whether the Member has attained his earliest
retirement age, as defined in Code Section 414(p), under the Plan. A
distribution to an Alternate Payee before the Member has attained his earliest
retirement age is available only if the order specifies that distribution shall
be made prior to the earliest retirement age or allows the Alternate Payee to
elect a distribution prior to the earliest retirement age.

Nothing in this section shall permit a Member to receive a distribution at a
time otherwise not permitted under the Plan nor shall it permit the Alternate
Payee to receive a form of payment not permitted under the Plan.

                                       53
<PAGE>

The benefit payable to an Alternate Payee shall be subject to the provisions of
Section 10.11 if the value of the benefit does not exceed $5,000 ($3,500 for
Plan Years beginning before August 6, 1997).

The Plan Administrator shall establish reasonable procedures to determine the
qualified status of a domestic relations order. Upon receiving a domestic
relations order, the Plan Administrator shall promptly notify the Member and the
Alternate Payee named in the order, in writing, of the receipt of the order and
the Plan's procedures for determining the qualified status of the order. Within
a reasonable period of time after receiving the domestic relations order, the
Plan Administrator shall determine the qualified status of the order and shall
notify the Member and each Alternate Payee, in writing, of its determination.
The Plan Administrator shall provide notice under this paragraph by mailing to
the individual's address specified in the domestic relations order, or in a
manner consistent with Department of Labor regulations. The Plan Administrator
may treat as qualified any domestic relations order entered before January 1,
1985, irrespective of whether it satisfies all the requirements described in
Code Section 414(p).

If any portion of the Member's Vested Account is payable during the period the
Plan Administrator is making its determination of the qualified status of the
domestic relations order, a separate accounting shall be made of the amount
payable. If the Plan Administrator determines the order is a qualified domestic
relations order within 18 months of the date amounts are first payable following
receipt of the order, the payable amounts shall be distributed in accordance
with the order. If the Plan Administrator does not make its determination of the
qualified status of the order within the 18-month determination period, the
payable amounts shall be distributed in the manner the Plan would distribute if
the order did not exist and the order shall apply prospectively if the Plan
Administrator later determines the order is a qualified domestic relations
order.

The Plan shall make payments or distributions required under this section by
separate benefit checks or other separate distribution to the Alternate
Payee(s).

ARTICLE VI
DISTRIBUTION OF BENEFITS FOR PLANS WHICH PROVIDE FOR LIFE ANNUITIES

The provisions of this article shall apply if Item AA(1)(a) is not selected. The
provisions of Article VIA shall apply if Item AA(1)(a) is selected.

The provisions of this article shall apply to any Member who is credited with at
least one Hour of Service on or after August 23, 1984, and to such other Members
as provided in Section 6.05.

SECTION 6.01 - AUTOMATIC FORMS OF DISTRIBUTION.

Unless an optional form of benefit is selected pursuant to a qualified election
within the election period (see Section 6.03), the automatic form of benefit
payable to or on behalf of a Member is determined as follows:

a)    Retirement Benefits. The automatic form of retirement benefit for a Member
      who does not die before his Annuity Starting Date shall be:

      1) The Qualified Joint and Survivor Annuity for a Member who has a spouse.

      2) The Normal Form for a Member who does not have a spouse.

b)    Death Benefits. The automatic form of death benefit for a Member who dies
      before his Annuity Starting Date shall be:

                                       54
<PAGE>

      1)    A Qualified Preretirement Survivor Annuity for a Member who has a
            spouse to whom he has been continuously married throughout the
            one-year period ending on the date of his death. The spouse may
            elect to start receiving the death benefit on any first day of the
            month on or after the Member dies and by the date the Member would
            have been 70 1/2. If the spouse dies before benefits start the
            Member's Vested Account, determined as of the date of the spouse's
            death, shall be paid to the spouse's Beneficiary.

      2)    A single sum payment to the Member's Beneficiary for a Member who
            does not have a spouse who is entitled to a Qualified Preretirement
            Survivor Annuity.

      Before a death benefit shall be paid on account of the death of a Member
      who does not have a spouse who is entitled to a Qualified Preretirement
      Survivor Annuity, it must be established to the satisfaction of a plan
      representative that the Member does not have such a spouse.

SECTION 6.02 - OPTIONAL FORMS OF DISTRIBUTION.

a)    Retirement Benefits. The optional forms of retirement benefit shall be the
      following: (i) a straight life annuity; (ii) single life annuities with
      certain periods of 5, 10, or 15 years; (iii) a single life annuity with
      installment refund; (iv) survivorship life annuities with installment
      refund and survivor percentages of 50%, 66 2/3% or 100%; (v) fixed period
      annuities for any period of whole months which is not less than 60 and
      does not exceed the Life Expectancy, as defined in Article VII, of the
      Member where the Life Expectancy, as defined in Article VII, is not
      recalculated; (vi) a full flexibility option; and (vii) a single sum
      payment. That portion of a Member's Account which is held in the
      Qualifying Employer Securities Fund may be distributed in kind. That
      portion of a Member's Account which is held in the Self-directed Brokerage
      Account may be distributed in kind. The optional forms shall be modified
      as provided below:

      1)    If Item AA(2)(a) is selected, the full flexibility option shall not
            be available.

      2)    If Item AA(2)(b)(i) is selected, a single sum payment shall not be
            available for that part of a Member's Vested Account resulting from
            Elective Deferral Contributions, Matching Contributions, Qualified
            Nonelective Contributions, Additional Contributions and
            Discretionary Contributions. If Item AA(2)(a) is not selected, the
            full flexibility option shall not be available for that part of a
            Member's Vested Account which he cannot receive in a single sum.

      3)    If Item AA(2)(b)(ii) is selected, a single sum payment shall not be
            available for that part of a Member's Vested Account resulting from
            Elective Deferral Contributions, Matching Contributions, Qualified
            Nonelective Contributions, Additional Contributions and
            Discretionary Contributions before his Retirement Date or the date
            he becomes Totally Disabled, if earlier. If Item AA(2)(a) is not
            selected, the full flexibility option shall not be available for
            that part of a Member's Vested Account which he cannot receive in a
            single sum.

      4)    If Item U(5)(a)(iv)A of the Adoption Agreement- Nonstandard is
            selected, a distribution in kind shall not be available for that
            portion of a Member's Account which is held in the Qualifying
            Employer Securities Fund.

      5)    If Item U(5)(a)(iv)B of the Adoption Agreement - Nonstandard is
            selected, a distribution in a single sum payment shall not be
            available for that portion of a Member's Account which is held in
            the Qualifying Employer Securities Fund.

                                       55
<PAGE>

      The full flexibility option is an optional form of benefit under which the
      Member receives a distribution each calendar year, beginning with the
      calendar year in which his Annuity Starting Date occurs. The Member may
      elect the amount to be distributed each year (not less than $1,000). The
      amount payable in his first Distribution Calendar Year, as defined in
      Article VII, must satisfy the minimum distribution requirements of Article
      VII for such year. Distributions for later Distribution Calendar Years, as
      defined in Article VII, must satisfy the minimum distribution requirements
      of Article VII for such years. If the Member's Annuity Starting Date does
      not occur until his second Distribution Calendar Year, as defined in
      Article VII, the amount payable for such year must satisfy the minimum
      distribution requirements of Article VII for both the first and second
      Distribution Calendar Years, as defined in Article VII.

      Election of an optional form is subject to the qualified election
      provisions of Section 6.03 and the distribution requirements of Article
      VII.

      Any annuity contract distributed shall be nontransferable. The terms of
      any annuity contract purchased and distributed by the Plan to a Member or
      spouse shall comply with the requirements of this Plan.

b)    Death Benefits. The optional forms of death benefit are a single sum
      payment and any annuity that is an optional form of retirement benefit.
      However, the full flexibility option shall not be available if the
      Beneficiary is not the spouse of the deceased Member.

      Election of an optional form is subject to the qualified election
      provisions of Section 6.03 and the distribution requirements of Article
      VII.

SECTION 6.03 - ELECTION PROCEDURES.

The Member, Beneficiary, or spouse shall make any election under this section in
writing. The Plan Administrator may require such individual to complete and sign
any necessary documents as to the provisions to be made. Any election permitted
under (a) and (b) below shall be subject to the qualified election provisions of
(c) below.

a)    Retirement Benefits. A Member may elect his Beneficiary or Contingent
      Annuitant and may elect to have retirement benefits distributed under any
      of the optional forms of retirement benefit available in Section 6.02.

b)    Death Benefits. A Member may elect his Beneficiary and may elect to have
      death benefits distributed under any of the optional forms of death
      benefit available in Section 6.02.

      If the Member has not elected an optional form of distribution for the
      death benefit payable to his Beneficiary, the Beneficiary may, for his own
      benefit, elect the form of distribution, in like manner as a Member.

      The Member may waive the Qualified Preretirement Survivor Annuity by
      naming someone other than his spouse as Beneficiary.

      In lieu of the Qualified Preretirement Survivor Annuity described in
      Section 6.01, the spouse may, for his own benefit, waive the Qualified
      Preretirement Survivor Annuity by electing to have the benefit distributed
      under any of the optional forms of death benefit available in Section
      6.02.

c)    Qualified Election. The Member, Beneficiary, or spouse may make an
      election at any time during the election period. The Member, Beneficiary,
      or spouse may revoke the election made (or make a new election) at any
      time and any number of times during the election period. An election is
      effective only if it meets the consent requirements below.

                                       56
<PAGE>

      1)    Election Period for Retirement Benefits. The election period as to
            retirement benefits is the 90-day period ending on the Annuity
            Starting Date. An election to waive the Qualified Joint and Survivor
            Annuity may not be made before the date the Member is provided with
            the notice of the ability to waive the Qualified Joint and Survivor
            Annuity. If the Member elects a full flexibility option, he may
            revoke his election at any time before his first Distribution
            Calendar Year, as defined in Article VII. When he elects to have
            benefits begin again, he shall have a new Annuity Starting Date. His
            election period for this election is the 90-day period ending on the
            Annuity Starting Date for the optional form of retirement benefit
            elected.

      2)    Election Period for Death Benefits. A Member may make an election as
            to death benefits at any time before he dies. The spouse's election
            period begins on the date the Member dies and ends on the date
            benefits begin. The Beneficiary's election period begins on the date
            the Member dies and ends on the date benefits begin.

            An election to waive the Qualified Preretirement Survivor Annuity
            may not be made by the Member before the date he is provided with
            the notice of the ability to waive the Qualified Preretirement
            Survivor Annuity. A Member's election to waive the Qualified
            Preretirement Survivor Annuity which is made before the first day of
            the Plan Year in which he reaches age 35 shall become invalid on
            such date. An election made by a Member after he ceases to be an
            Employee will not become invalid on the first day of the Plan Year
            in which he reaches age 35 with respect to death benefits from that
            part of his Account resulting from Contributions made before he
            ceased to be an Employee.

      3)    Consent to Election. If the Member's Vested Account exceeds $5,000
            ($3,500 for Plan Years beginning before August 6, 1997), any benefit
            which is (i) immediately distributable or (ii) payable in a form
            other than a Qualified Joint and Survivor Annuity or a Qualified
            Preretirement Survivor Annuity, requires the consent of the Member
            and the Member's spouse (or where either the Member or the spouse
            has died, the survivor). Such consent shall also be required if the
            Member's Vested Account at the time of any prior distribution
            exceeded $5,000 ($3,500 for Plan Years beginning before August 6,
            1997). The rule in the preceding sentence shall not apply effective
            October 17, 2000. However, consent will still be required if the
            Member had previously had an Annuity Starting Date with respect to
            any portion of such Vested Account.

            The consent of the Member or spouse to a benefit which is
            immediately distributable must not be made before the date the
            Member or spouse is provided with the notice of the ability to defer
            the distribution. Such consent shall be in writing.

            The consent shall not be made more than 90 days before the Annuity
            Starting Date. Spousal consent is not required for a benefit which
            is immediately distributable in a Qualified Joint and Survivor
            Annuity. Furthermore, if spousal consent is not required because the
            Member is electing an optional form of retirement benefit that is
            not a life annuity pursuant to (d) below, only the Member need
            consent to the distribution of a benefit payable in a form that is
            not a life annuity and which is immediately distributable. Neither
            the consent of the Member nor the Member's spouse shall be required
            to the extent that a distribution is required to satisfy Code
            Section 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), and
            if we (or any entity within the same Controlled Group) do not
            maintain another defined contribution plan (other than an employee
            stock ownership plan as defined in Code Section 4975(e)(7)), the
            Member's Account balance will, without the Member's consent, be
            distributed to the Member. However, if any entity within the same
            Controlled Group maintains another defined

                                       57
<PAGE>

            contribution plan (other than an employee stock ownership plan as
            defined in Code Section 4975(e)(7)) then the Member's Account will
            be transferred, without the Member's consent, to the other plan if
            the Member does not consent to an immediate distribution.

            A benefit is immediately distributable if any part of the benefit
            could be distributed to the Member (or surviving spouse) before the
            Member attains (or would have attained if not deceased) the older of
            Normal Retirement Age or age 62.

            If the Qualified Joint and Survivor Annuity is waived, the spouse
            has the right to limit consent only to a specific Beneficiary or a
            specific form of benefit. The spouse can relinquish one or both such
            rights. Such consent shall be made in writing. The consent shall not
            be made more than 90 days before the Annuity Starting Date. If the
            Qualified Preretirement Survivor Annuity is waived, the spouse has
            the right to limit consent only to a specific Beneficiary. Such
            consent shall be in writing. The spouse's consent shall be witnessed
            by a plan representative or notary public. The spouse's consent must
            acknowledge the effect of the election, including that the spouse
            had the right to limit consent only to a specific Beneficiary or a
            specific form of benefit, if applicable, and that the relinquishment
            of one or both such rights was voluntary. Unless the consent of the
            spouse expressly permits designations by the Member without a
            requirement of further consent by the spouse, the spouse's consent
            must be limited to the form of benefit, if applicable, and the
            Beneficiary (including any Contingent Annuitant), class of
            Beneficiaries, or contingent Beneficiary named in the election.

            Spousal consent is not required, however, if the Member establishes
            to the satisfaction of the plan representative that the consent of
            the spouse cannot be obtained because there is no spouse or the
            spouse cannot be located. A spouse's consent under this paragraph
            shall not be valid with respect to any other spouse. A Member may
            revoke a prior election without the consent of the spouse. Any new
            election will require a new spousal consent, unless the consent of
            the spouse expressly permits such election by the Member without
            further consent by the spouse. A spouse's consent may be revoked at
            any time within the Member's election period.

d)    Special Rule for Profit Sharing Plans. This subparagraph (d) applies if
      the Plan is not a direct or indirect transferee after December 31, 1984,
      of a defined benefit plan, money purchase plan, target benefit plan, stock
      bonus plan, or profit sharing plan which is subject to the survivor
      annuity requirements of Code Sections 401(a)(11) and 417. If the above
      condition is met, spousal consent is not required for electing an optional
      form of retirement benefit that is not a life annuity. If such condition
      is not met, such consent requirements shall be operative.

SECTION 6.04 - NOTICE REQUIREMENTS.

a)    Optional Forms of Retirement Benefit and Right to Defer. The Plan
      Administrator shall furnish to the Member and the Member's spouse a
      written explanation of the optional forms of retirement benefit in Section
      6.02, including the material features and relative values of these
      options, in a manner that would satisfy the notice requirements of Code
      Section 417(a)(3) and the right of the Member and the Member's spouse to
      defer distribution until the benefit is no longer immediately
      distributable.

      The Plan Administrator shall furnish the written explanation by a method
      reasonably calculated to reach the attention of the Member and the
      Member's spouse no less than 30 days, and no more than 90 days, before the
      Annuity Starting Date.

      The Member (and spouse, if applicable) may waive the 30-day election
      period if the distribution of the elected form of retirement benefit
      begins more than 7 days after the Plan Administrator provides the Member
      (and spouse, if applicable) the written explanation provided that: (i) the

                                       58
<PAGE>

      Member has been provided with information that clearly indicates that the
      Member has at least 30 days to consider the decision of whether or not to
      elect a distribution and a particular distribution option, (ii) the Member
      is permitted to revoke any affirmative distribution election at least
      until the Annuity Starting Date or, if later, at any time prior to the
      expiration of the 7-day period that begins the day after the explanation
      is provided to the Member, and (iii) the Annuity Starting Date is a date
      after the date that the written explanation was provided to the Member.

b)    Qualified Joint and Survivor Annuity. The Plan Administrator shall furnish
      to the Member a written explanation of the following: the terms and
      conditions of the Qualified Joint and Survivor Annuity; the Member's right
      to make, and the effect of, an election to waive the Qualified Joint and
      Survivor Annuity; the rights of the Member's spouse; and the right to
      revoke an election and the effect of such a revocation.

      The Plan Administrator shall furnish the written explanation by a method
      reasonably calculated to reach the attention of the Member no less than 30
      days, and no more than 90 days, before the Annuity Starting Date.

      The Member (and spouse, if applicable) may waive the 30-day election
      period if the distribution of the elected form of retirement benefit
      begins more than 7 days after the Plan Administrator provides the Member
      (and spouse, if applicable) the written explanation provided that: (i) the
      Member has been provided with information that clearly indicates that the
      Member has at least 30 days to consider whether to waive the Qualified
      Joint and Survivor Annuity and elect (with spousal consent, if applicable)
      a form of distribution other than a Qualified Joint and Survivor Annuity,
      (ii) the Member is permitted to revoke any affirmative distribution
      election at least until the Annuity Starting Date or, if later, at any
      time prior to the expiration of the 7-day period that begins the day after
      the explanation of the Qualified Joint and Survivor Annuity is provided to
      the Member, and (iii) the Annuity Starting Date is a date after the date
      that the written explanation was provided to the Member.

      After the written explanation is given, a Member or spouse may make a
      written request for additional information. The written explanation must
      be personally delivered or mailed (first class mail, postage prepaid) to
      the Member or spouse within 30 days from the date of the written request.
      The Plan Administrator does not need to comply with more than one such
      request by a Member or spouse.

      The Plan Administrator's explanation shall be written in nontechnical
      language and will explain the terms and conditions of the Qualified Joint
      and Survivor Annuity and the financial effect upon the Member's benefit
      (in terms of dollars per benefit payment) of electing not to have benefits
      distributed in accordance with the Qualified Joint and Survivor Annuity.

c)    Qualified Preretirement Survivor Annuity. The Plan Administrator shall
      furnish to the Member a written explanation of the following: the terms
      and conditions of the Qualified Preretirement Survivor Annuity; the
      Member's right to make, and the effect of, an election to waive the
      Qualified Preretirement Survivor Annuity; the rights of the Member's
      spouse; and the right to revoke an election and the effect of such a
      revocation.

      The Plan Administrator shall furnish the written explanation by a method
      reasonably calculated to reach the attention of the Member within the
      applicable period. The applicable period for a Member is whichever of the
      following periods ends last:

      1)    the period beginning one year before the date the individual becomes
            a Member and ending one year after such date; or

      2)    the period beginning one year before the date the Member's spouse is
            first entitled to a Qualified Preretirement Survivor Annuity and
            ending one year after such date.

                                       59
<PAGE>

      If such notice is given before the period beginning with the first day of
      the Plan Year in which the Member attains age 32 and ending with the close
      of the Plan Year preceding the Plan Year in which the Member attains age
      35, an additional notice shall be given within such period. If a Member
      ceases to be an Employee before attaining age 35, an additional notice
      shall be given within the period beginning one year before the date he
      ceases to be an Employee and ending one year after such date.

      After the written explanation is given, a Member or spouse may make a
      written request for additional information. The written explanation must
      be personally delivered or mailed (first class mail, postage prepaid) to
      the Member or spouse within 30 days from the date of the written request.
      The Plan Administrator does not need to comply with more than one such
      request by a Member or spouse.

      The Plan Administrator's explanation shall be written in nontechnical
      language and will explain the terms and conditions of the Qualified
      Preretirement Survivor Annuity and the financial effect upon the spouse's
      benefit (in terms of dollars per benefit payment) of electing not to have
      benefits distributed in accordance with the Qualified Preretirement
      Survivor Annuity.

SECTION 6.05 - TRANSITIONAL RULES.

a)    Any living Member not receiving benefits on August 23, 1984, who would
      otherwise not receive the benefits prescribed by the previous sections of
      this article, must be given the opportunity to elect to have the prior
      sections of this article apply if such Member is credited with at least
      one Hour of Service under this Plan, or a predecessor plan, in a Plan Year
      beginning on or after January 1, 1976, and such Member had at least ten
      Years of Service when he separated from service.

b)    Any living Member not receiving benefits on August 23, 1984, who was
      credited with at least one Hour of Service under this Plan, or a
      predecessor plan, on or after September 2, 1974, and who is not otherwise
      credited with any service in a Plan Year beginning on or after January 1,
      1976, must be given the opportunity to elect to have his benefits paid in
      accordance with (d) below.

c)    The respective opportunities to elect (as described in (a) and (b) above)
      must be afforded to the appropriate Members during the period beginning on
      August 23, 1984, and ending on the date benefits would otherwise begin to
      such Members.

d)    Any Member who has elected according to (b) above and any Member who does
      not elect under (a) above or who meets the requirements of (a) above
      except that such Member does not have at least ten Years of Service when
      he separates from service, shall have his benefits distributed in
      accordance with all of the following requirements if benefits would have
      been payable in the form of a life annuity:

      1)    Automatic Joint and Survivor Annuity. If benefits in the form of a
            life annuity become payable to a married Member who:

            i)    begins to receive payments under the Plan on or after his
                  Normal Retirement or

            ii)   dies on or after his Normal Retirement Age while still working
                  for us; or

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

            iv)   separates from service on or after attaining his Normal
                  Retirement Age (or his

                                       60
<PAGE>

                  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 shall be paid under the Qualified Joint and Survivor
      Annuity, unless the Member has elected otherwise during the election
      period. The election period must begin at least six months before the
      Member attains his qualified early retirement age and end not more than 90
      days before benefits begin. Any election hereunder shall be in writing and
      may be changed by the Member at any time.

      2)    Election of Early Survivor Annuity. A Member who is employed after
            attaining his qualified early retirement age shall be given the
            opportunity to elect, during the election period, to have a
            Qualified Preretirement Survivor Annuity payable on death. If the
            Member elects the Qualified Preretirement Survivor Annuity, payments
            under such annuity must not be less than the payments which would
            have been made to the spouse under the Qualified Joint and Survivor
            Annuity if the Member had retired on the day before his death.

            Any election under this provision shall be in writing and may be
            changed by the Member at any time. The election period begins on the
            later of (i) the 90th day before the Member attains his qualified
            early retirement age, or (ii) the date on which participation
            begins, and ends on the date he terminates employment.

      3)    For purposes of this subparagraph (d), qualified early retirement
            age is the latest of:

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

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

            iii)  the date the Member begins participation.

ARTICLE VIA
DISTRIBUTION OF BENEFITS FOR PLANS WHICH DO NOT PROVIDE FOR LIFE ANNUITIES

The provisions of this article shall apply if Item AA(1)(a) is selected. The
provisions of Article VI shall apply if Item AA(1)(a) is not selected.

SECTION 6A.01 - AUTOMATIC FORMS OF DISTRIBUTION.

Unless an optional form of benefit is selected pursuant to a qualified election
within the election period (see Section 6A.03), the automatic form of benefit
payable to or on behalf of a Member is determined as follows:

a)    Retirement Benefits. The automatic form of retirement benefit for a Member
      who does not die before his Annuity Starting Date shall be a single sum
      payment except as provided in the following sentence. If Items U(5)(a) and
      U(5)(a)(iv)B of the Adoption Agreement- Nonstandard are selected, the
      automatic form of retirement benefit for that portion of a Member's
      Account which is held in the Qualifying Employer Securities Fund shall be
      a distribution in kind.

b)    Death Benefits. The automatic form of death benefit for a Member who dies
      before his Annuity Starting Date shall be a single sum payment to the
      Member's Beneficiary.

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<PAGE>

SECTION 6A.02 - OPTIONAL FORMS OF DISTRIBUTION.

a)    Retirement Benefits.

      1)    If Item AA(1)(a)(i) is selected, the only form of retirement benefit
            is a single sum payment except as provided below:

            i)    If Items U(5)(a) and U(5)(a)(iv)B of the Adoption Agreement-
                  Nonstandard are selected, the only form of retirement benefit
                  for that portion of a Member's Account which is held in the
                  Qualifying Employer Securities Fund is a distribution in kind.

            ii)   If Item U(5)(a) of the Adoption Agreement- Nonstandard is
                  selected and Items U(5)(a)(iv)A and B of the Adoption
                  Agreement- Nonstandard are not selected, the optional forms of
                  retirement benefit for that portion of a Member's Account
                  which is held in the Qualifying Employer Securities Fund are a
                  single sum payment and a distribution in kind.

            iii)  The optional forms of retirement benefit for that portion of a
                  Member's Account which is held in the Self-directed Brokerage
                  Account are a single sum payment and a distribution in kind.

                  Election of an optional form is subject to the qualified
                  election provisions of Section 6A.03 and the distribution
                  requirements of Article VII.

      2)    If Item AA(1)(a)(i) is not selected, the optional forms of
            retirement benefit shall be the following: (i) a single sum payment
            and (ii) fixed period annuities for any period of whole months which
            is not less than 60 and does not exceed the Life Expectancy, as
            defined in Article VII, of the Member where the Life Expectancy, as
            defined in Article VII, is not recalculated. That portion of a
            Member's Account which is held in the Qualifying Employer Securities
            Fund may be distributed in kind. That portion of a Member's Account
            which is held in the Self-directed Brokerage Account may be
            distributed in kind. The optional forms shall be modified as
            provided below:

            i)    If Item U(5)(a)(iv)A of the Adoption Agreement- Nonstandard is
                  selected, a distribution in kind shall not be available for
                  that portion of a Member's Account which is held in the
                  Qualifying Employer Securities Fund.

            ii)   If Item U(5)(a)(iv)B of the Adoption Agreement- Nonstandard is
                  selected, a distribution in a single sum payment shall not be
                  available for that portion of a Member's Account which is held
                  in the Qualifying Employer Securities Fund.

            iii)  The optional forms of retirement benefit for that portion of a
                  Member's Account which is held in the Self-directed Brokerage
                  Account are a single sum payment and a distribution in kind.

                  Election of an optional form is subject to the qualified
                  election provisions of Section 6A.03 and the distribution
                  requirements of Article VII.

                  Any annuity contract distributed shall be nontransferable. The
                  terms of any annuity contract purchased and distributed by the
                  Plan to a Member or spouse shall comply with the requirements
                  of this Plan.

b)    Death Benefits.

      1)    If Item AA(1)(a)(i) is selected, the only form of death benefit is a
            single sum payment.

                                       62
<PAGE>

      2)    If Item AA(1)(a)(i) is not selected, the optional forms of death
            benefit are a single sum payment and any annuity that is an optional
            form of retirement benefit.

            Election of an optional form is subject to the qualified election
            provisions of Section 6A.03 and the distribution requirements of
            Article VII.

SECTION 6A.03 - ELECTION PROCEDURES.

The Member or Beneficiary, if applicable, shall make any election under this
section in writing. The Plan Administrator may require such individual to
complete and sign any necessary documents as to the provisions to be made. Any
election permitted under (a) and (b) below shall be subject to the qualified
election provisions of (c) below.

a)    Retirement Benefits.

      1)    If Item AA(1)(a)(i) is selected, no election can be made. However,
            if Item U(5)(a) of the Adoption Agreement - Nonstandard is selected
            and Items U(5)(a)(iv)A and B of the Adoption Agreement - Nonstandard
            are not selected, a Member may elect to have retirement benefits
            from that portion of his Account which is held in the Qualifying
            Employer Securities Fund distributed under any of the optional forms
            of retirement benefit available in Section 6A.02.

      2)    If Item AA(1)(a)(i) is not selected, a Member may elect his
            Beneficiary and may elect to have retirement benefits distributed
            under any of the optional forms of retirement benefit available in
            Section 6A.02.

      3)    In addition, a Member may elect to have retirement benefits from his
            Self-directed Brokerage Account distributed under any of the
            optional forms of retirement benefit available in Section 6A.02.

b)    Death Benefits.

      1)    If Item AA(1)(a)(i) is selected, a Member may elect his Beneficiary.

      2)    If Item AA(1)(a)(i) is not selected, a Member may elect his
            Beneficiary and may elect to have death benefits distributed under
            any of the optional forms of death benefit available in Section
            6A.02.

            If the Member has not elected an optional form of distribution for
            the death benefit payable to his Beneficiary, the Beneficiary may,
            for his own benefit, elect the form of distribution, in like manner
            as a Member.

c)    Qualified Election. The Member or Beneficiary, if applicable, may make an
      election at any time during the election period. The Member or
      Beneficiary, if applicable, may revoke the election made (or make a new
      election) at any time and any number of times during the election period.
      An election is effective only it if meets the consent requirements below.

      1)    Election Period for Retirement Benefits. The Member, if applicable,
            may make an election as to retirement benefits at any time before
            the Annuity Starting Date.

      2)    Election Period for Death Benefits. A Member may make an election as
            to death benefits at any time before he dies. The Beneficiary's
            election period, if applicable, begins on the date the Member dies
            and ends on the date benefits begin.

                                       63
<PAGE>


      3)    Consent to Election. If the Member's Vested Account exceeds $5,000
            ($3,500 for Plan Years beginning before August 6, 1997), any benefit
            which is immediately distributable requires the consent of the
            Member. Such consent shall also be required if the Member's Vested
            Account at the time of any prior distribution exceeded $5,000
            ($3,500 for Plan Years beginning before August 6, 1997). However,
            for distributions made after March 21, 1999 and before October 17,
            2000, such consent shall only be required if the Member's Vested
            Account exceeds $5,000 or the Member had previously had an Annuity
            Starting Date with respect to any portion of such Vested Account.
            For distributions made on or after October 17, 2000, such consent
            shall only be required if the Member's Vested Account exceeds
            $5,000.

            The consent of the Member to a benefit which is immediately
            distributable must not be made before the date the Member is
            provided with the notice of the ability to defer the distribution.
            Such consent shall be made in writing.

            The consent shall not be made more than 90 days before the Annuity
            Starting Date. The consent of the Member shall not be required to
            the extent that a distribution is required to satisfy Code Section
            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), and
            if we (or any entity within the same Controlled Group) do not
            maintain another defined contribution plan (other than an employee
            stock ownership plan as defined in Code Section 4975(e)(7)), the
            Member's Account balance will, without the Member's consent, be
            distributed to the Member. However, if any entity within the same
            Controlled Group maintains another defined contribution plan (other
            than an employee stock ownership plan as defined in Code Section
            4975(e)(7)) then the Member's Account will be transferred, without
            the Member's consent, to the other plan if the Member does not
            consent to an immediate distribution.

            A benefit is immediately distributable if any part of the benefit
            could be distributed to the Member before the Member attains the
            older of Normal Retirement Age or age 62.

            Spousal consent is needed to name a Beneficiary other than the
            Member's spouse. If the Member names a Beneficiary other than his
            spouse, the spouse has the right to limit consent only to a specific
            Beneficiary. The spouse can relinquish such right. Such consent
            shall be made in writing. The spouse's consent shall be witnessed by
            a plan representative or notary public. The spouse's consent must
            acknowledge the effect of the election, including that the spouse
            had the right to limit consent only to a specific Beneficiary and
            that the relinquishment of such right was voluntary. Unless the
            consent of the spouse expressly permits designations by the Member
            without a requirement of further consent by the spouse, the spouse's
            consent must be limited to the Beneficiary, class of Beneficiaries,
            or contingent Beneficiary named in the election.

            Spousal consent is not required, however, if the Member establishes
            to the satisfaction of the plan representative that the consent of
            the spouse cannot be obtained because there is no spouse or the
            spouse cannot be located. A spouse's consent under this paragraph
            shall not be valid with respect to any other spouse. A Member may
            revoke a prior election without the consent of the spouse. Any new
            election will require a new spousal consent, unless the consent of
            the spouse expressly permits such election by the Member without
            further consent by the spouse. A spouse's consent may be revoked at
            any time within the Member's election period.

                                       64
<PAGE>

SECTION 6A.04 - NOTICE REQUIREMENTS.

If Item AA(1)(a)(i) is selected, the provisions of (a) below apply unless Item
U(5)(a) of the Adoption Agreement - Nonstandard is selected and Items
U(5)(a)(iv)A and B of the Adoption Agreement - Nonstandard are not selected. In
that case, the provisions of (b) below apply. If Item AA(1)(a)(i) is not
selected, the provisions of (b) below apply.

a)    Right to Defer. The Plan Administrator shall furnish to the Member a
      written explanation of the right of the Member to defer distribution until
      the benefit is no longer immediately distributable.

      The Plan Administrator shall furnish the written explanation by a method
      reasonably calculated to reach the attention of the Member no less than 30
      days, and no more than 90 days, before the Annuity Starting Date.

      However, distribution may begin less than 30 days after the notice
      described in this subparagraph is given, provided the Plan Administrator
      clearly informs the Member that he has a right to a period of at least 30
      days after receiving the notice to consider the decision of whether or not
      to elect a distribution, and the Member, after receiving the notice,
      affirmatively elects a distribution.

b)    Optional Forms of Retirement Benefit and Right to Defer. The Plan
      Administrator shall furnish to the Member a written explanation of the
      optional forms of retirement benefit in Section 6A.02, including the
      material features and relative values of these options, in a manner that
      would satisfy the notice requirements of Code Section 417(a)(3) and the
      right of the Member to defer distribution until the benefit is no longer
      immediately distributable.

      The Plan Administrator shall furnish the written explanation by a method
      reasonably calculated to reach the attention of the Member no less than 30
      days, and no more than 90 days, before the Annuity Starting Date.

      However, distribution may begin less than 30 days after the notice
      described in this subparagraph is given, provided the Plan Administrator
      clearly informs the Member that he has a right to a period of at least 30
      days after receiving the notice to consider the decision of whether or not
      to elect a distribution (and if applicable, a particular distribution
      option), and the Member, after receiving the notice, affirmatively elects
      a distribution.

ARTICLE VII
DISTRIBUTION REQUIREMENTS

SECTION 7.01 - APPLICATION.

The optional forms of distribution are only those provided in Article VI and
VIA, whichever applies. An optional form of distribution shall not be permitted
unless it meets the requirements of this article. The timing of any distribution
must meet the requirements of this article.

SECTION 7.02 - DEFINITIONS.

For purposes of this article, the following terms are defined:

APPLICABLE LIFE EXPECTANCY means Life Expectancy (or Joint and Last Survivor
Expectancy) calculated using the attained age of the Member (or Designated
Beneficiary) as of the Member's (or Designated Beneficiary's) birthday in the
applicable calendar year reduced by one for each calendar year which has elapsed
since the date Life Expectancy was first calculated. If Life

                                       65
<PAGE>

Expectancy is being recalculated, the Applicable Life Expectancy shall be the
Life Expectancy as so recalculated. The applicable calendar year shall be the
first Distribution Calendar Year, and if Life Expectancy is being recalculated,
such succeeding calendar year.

DESIGNATED BENEFICIARY means the individual who is designated as the beneficiary
under the Plan in accordance with Code Section 401(a)(9) and the proposed
regulations thereunder.

DISTRIBUTION CALENDAR YEAR means a calendar year for which a minimum
distribution is required. For distributions beginning before the Member's death,
the first Distribution Calendar Year is the calendar year immediately preceding
the calendar year which contains the Member's Required Beginning Date. For
distributions beginning after the Member's death, the first Distribution
Calendar Year is the calendar year in which distributions are required to begin
pursuant to subparagraph (e) of Section 7.03.

5-PERCENT OWNER means a 5-percent owner as defined in Code Section 416. A Member
is treated as a 5-percent Owner for purposes of this article if such Member is a
5-percent Owner at any time during the Plan Year ending with or within the
calendar year in which such owner attains age 70 1/2.

In addition, a Member is treated as a 5-percent Owner for purposes of this
article if such Member becomes a 5-percent Owner in a later Plan Year. Such
Member's Required Beginning Date shall not be later than the April 1 of the
calendar year following the calendar year in which such later Plan Year ends.

Once distributions have begun to a 5-percent Owner under this article, they must
continue to be distributed, even if the Member ceases to be a 5-percent Owner in
a subsequent year.

JOINT AND LAST SURVIVOR EXPECTANCY means joint and last survivor expectancy
computed using the expected return multiples in Table VI of section 1.72-9 of
the Income Tax Regulations.

Unless otherwise elected by the Member by the time distributions are required to
begin, life expectancies shall be recalculated annually. Such election shall be
irrevocable as to the Member and shall apply to all subsequent years. The life
expectancy of a nonspouse Beneficiary may not be recalculated.

LIFE EXPECTANCY means life expectancy computed using the expected return
multiples in Table V of section 1.72-9 of the Income Tax Regulations.

Unless otherwise elected by the Member (or spouse, in the case of distributions
described in (e)(2)(ii) of Section 7.03) by the time distributions are required
to begin, life expectancy shall be recalculated annually. Such election shall be
irrevocable as to the Member (or spouse) and shall apply to all subsequent
years. The life expectancy of a nonspouse Beneficiary may not be recalculated.

MEMBER'S BENEFIT means:

a)    The Account balance as of the last Valuation Date in the calendar year
      immediately preceding the Distribution Calendar Year (valuation calendar
      year) increased by the amount of any contributions or forfeitures
      allocated to the Account balance as of the dates in the valuation calendar
      year after the Valuation Date and decreased by distributions made in the
      valuation calendar year after the Valuation Date.

                                       66
<PAGE>

b)    Exception For Second Distribution Calendar Year. For purposes of (a)
      above, if any portion of the minimum distribution for the first
      Distribution Calendar Year is made in the second Distribution Calendar
      Year on or before the Required Beginning Date, the amount of the minimum
      distribution made in the second Distribution Calendar Year shall be
      treated as if it had been made in the immediately preceding Distribution
      Calendar Year.

REQUIRED BEGINNING DATE means the date specified in Item Z(5).

If Item Z(5)(a) is not selected and the Plan previously provided for a Required
Beginning Date based on age 70 1/2 for all Members, the preretirement age 70 1/2
distribution option is only eliminated with respect to Members who reach age
70 1/2 in or after a calendar year that begins after the later of December 31,
1998, or the adoption date of the amendment which eliminated such option. The
preretirement age 70 1/2 distribution option is an optional form of benefit
under which benefits payable in a particular distribution form (including any
modifications that may be elected after benefits begin) begin at a time during
the period that begins on or after January 1 of the calendar year in which the
Member attains age 70 1/2 and ends April 1 of the immediately following calendar
year.

If Item Z(5)(a) is not selected and the Plan previously provided for a Required
Beginning Date based on age 70 1/2 for all Members, the options available for
Members who are not 5-percent Owners and attained age 70 1/2 in calendar years
before the calendar year that begins after the later of December 31, 1998, or
the adoption date of the amendment which eliminated the preretirement age 70 1/2
distribution shall be those provided in Items Z(5)(b) and (c).

SECTION 7.03 - DISTRIBUTION REQUIREMENTS.

a)    General Rules.

      1)    Subject to Section 6.01, joint and survivor annuity requirements, if
            applicable, the requirements of this article shall apply to any
            distribution of a Member's interest and shall take precedence over
            any inconsistent provisions of this Plan. Unless otherwise
            specified, the provisions of this article apply to calendar years
            beginning after December 31, 1984.

      2)    All distributions required under this article shall be determined
            and made in accordance with the proposed regulations under Code
            Section 401(a)(9), including the minimum distribution incidental
            benefit requirement of section 1.401 (a)(9)-2 of the proposed
            regulations.

      3)    With respect to distributions under the Plan made on or after June
            14, 2001, for calendar years beginning on or after January 1, 2001,
            the Plan will apply the minimum distribution requirements of Code
            Section 401(a)(9) in accordance with the regulations under Code
            Section 401(a)(9) that were proposed on January 17, 2001 (the 2001
            Proposed Regulations), notwithstanding any provision of the Plan to
            the contrary. If the total amount of required minimum distributions
            made to a Member for 2001 prior to June 14, 2001, are equal to or
            greater than the amount of required minimum distributions under the
            2001 Proposed Regulations, then no additional distributions are
            required for such Member for 2001 on or after such date. If the
            total amount of required minimum distributions made to a Member for
            2001 prior to June 14, 2001, are less than the amount determined
            under the 2001 Proposed Regulations, then the amount of required
            minimum distributions for 2001 on or after such date will be
            determined so that the total amount of required minimum
            distributions for 2001 is the amount determined under the 2001
            Proposed Regulations. These provisions shall continue in effect
            until the last calendar year beginning before the effective date of
            final regulations under Code Section 401(a)(9) or such other date as
            may be published by the Internal Revenue Service.

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<PAGE>

b)    Required Beginning Date. The entire interest of a Member must be
      distributed or begin to be distributed no later than the Member's Required
      Beginning Date.

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

      1)    the life of the Member,

      2)    the life of the Member and a Designated Beneficiary,

      3)    a period certain not extending beyond the Life Expectancy of the
            Member, or

      4)    a period certain not extending beyond the Joint and Last Survivor
            Expectancy of the Member and a Designated Beneficiary.

d)    Determination of Amount To Be Distributed Each Year. If the Member's
      interest is to be distributed in other than a single sum, the following
      minimum distribution rules shall apply on or after the Required Beginning
      Date:

      1)    Individual Account.

            i)    If a Member's Benefit is to be distributed over

                  A.    a period not extending beyond the Life Expectancy of the
                        Member or the Joint and Last Survivor Expectancy of the
                        Member and the Member's Designated Beneficiary, or

                  B.    a period not extending beyond the Life Expectancy of the
                        Designated Beneficiary,

                  the amount required to be distributed for each calendar year
                  beginning with the distributions for the first Distribution
                  Calendar Year, must be at least equal to the quotient obtained
                  by dividing the Member's Benefit by the Applicable Life
                  Expectancy.

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

            iii)  For calendar years beginning after December 31, 1988, the
                  amount to be distributed each year, beginning with
                  distributions for the first Distribution Calendar Year shall
                  not be less than the quotient obtained by dividing the
                  Member's Benefit by the lesser of:

                  A.    the Applicable Life Expectancy, or

                  B.    if the Member's spouse is not the Designated
                        Beneficiary, the applicable divisor determined from the
                        table set forth in Q&A-4 of section 1.401(a)(9)-2 of the
                        proposed regulations.

                  Distributions after the death of the Member shall be
                  distributed using the Applicable Life Expectancy in (1)(i)
                  above as the relevant divisor without regard to section
                  1.401(a)(9)-2 of the proposed regulations.

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<PAGE>

            iv)   The minimum distribution required for the Member's first
                  Distribution Calendar Year must be made on or before the
                  Member's Required Beginning Date. The minimum distribution for
                  other calendar years, including the minimum distribution for
                  the Distribution Calendar Year in which the Member's Required
                  Beginning Date occurs, must be made on or before December 31
                  of that Distribution Calendar Year.

      2)    Other Forms. If the Member's Benefit is distributed in the form of
            an annuity purchased from an insurance company, distributions
            thereunder shall be made in accordance with the requirements of Code
            Section 401(a)(9) and the proposed regulations thereunder.

e)    Death Distribution Provisions.

      1)    Distribution Beginning Before Death. If the Member dies after
            distribution of his interest has begun, the remaining portion of
            such interest shall continue to be distributed at least as rapidly
            as under the method of distribution being used prior to the Member's
            death.

      2)    Distribution Beginning After Death.

            i)    If the Member dies before distribution of his interest begins,
                  distribution of the Member's entire interest shall be
                  completed by December 31 of the calendar year containing the
                  fifth anniversary of the Member's death except to the extent
                  that an election is made to receive distributions in
                  accordance with A or B below:

                  A.    if any portion of the Member's interest is payable to a
                        Designated Beneficiary, distributions may be made over
                        the life or over a period certain not greater than the
                        Life Expectancy of the Designated Beneficiary beginning
                        on or before December 31 of the calendar year
                        immediately following the calendar year in which the
                        Member died;

                  B.    if the Designated Beneficiary is the Member's surviving
                        spouse, the date distributions are required to begin in
                        accordance with A above shall not be earlier than the
                        later of:

                        1.    December 31 of the calendar year immediately
                              following the calendar year in which the Member
                              died, or

                        2.    December 31 of the calendar year in which the
                              Member would have attained age 70 1/2.

            ii)   If the Member has not made an election pursuant to this (e)(2)
                  by the time of his death, the Member's Designated Beneficiary
                  must elect the method of distribution no later than the
                  earlier of:

                  A.    December 31 of the calendar year in which distributions
                        would be required to begin under this subparagraph, or

                  B.    December 31 of the calendar year which contains the
                        fifth anniversary of the date of death of the Member.

            iii)  If the Member has no Designated Beneficiary, or if the
                  Designated Beneficiary does not elect a method of
                  distribution, distribution of the Member's entire interest
                  must be completed by December 31 of the calendar year
                  containing the fifth anniversary of the Member's death.

                                       69
<PAGE>

      3)    For purposes of (e)(2) above, if the surviving spouse dies after the
            Member, but before payments to such spouse begin, the provisions of
            (e)(2) above, with the exception of (e)(2)(i)B therein, shall be
            applied as if the surviving spouse were the Member.

      4)    For purposes of this (e), distribution of a Member's interest is
            considered to begin on the Member's Required Beginning Date (or if
            (e)(3) above is applicable, the date distribution is required to
            begin to the surviving spouse pursuant to (e)(2) above). If
            distribution in the form of an annuity irrevocably begins to the
            Member before the Required Beginning Date, the date distribution is
            considered to begin is the date distribution actually begins.

SECTION 7.04 - TRANSITIONAL RULE.

a)    Notwithstanding the other requirements of this article and subject to the
      joint and survivor annuity requirements of Article VI, if applicable,
      distribution on behalf of any Member, including a 5-percent Owner, may be
      made in accordance with all of the following requirements (regardless of
      when such distribution begins):

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

      2)    The distribution is in accordance with a method of distribution
            designated by the Member whose interest in the Plan is being
            distributed or, if the Member is deceased, by a Beneficiary of such
            Member.

      3)    Such designation was in writing, was signed by the Member or the
            Beneficiary, and was made before January 1, 1984.

      4)    The Member had accrued a benefit under the Plan as of December 31,
            1983.

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

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

c)    For any distribution which begins before January 1, 1984, but continues
      after December 31, 1983, the Member, or Beneficiary, to whom such
      distribution is being made, will be presumed to have designated the method
      of distribution under which the distribution is being made if the method
      of distribution was specified in writing and the distribution satisfies
      the requirements in (a)(1) and (5) above.

d)    If a designation is revoked, any subsequent distribution must satisfy the
      requirements of Code Section 401(a)(9) and the proposed regulations
      thereunder. If a designation is revoked subsequent to the date
      distributions are required to begin, the Plan must distribute by the end
      of the calendar year following the calendar year in which the revocation
      occurs, the total amount not yet distributed which would have been
      required to have been distributed to satisfy Code Section 401(a)(9) and
      the proposed regulations thereunder, but for the section 242(b)(2)
      election. For calendar years beginning after December 31, 1988, such
      distributions must meet the minimum distribution incidental benefit
      requirements in section 1.401(a)(9)-2 of the proposed regulations. Any
      changes in the designation will be considered to be a revocation of the
      designation. However, the mere substitution or addition of another
      Beneficiary (one not

                                       70
<PAGE>

      named in the designation) under the designation will not be considered a
      revocation of the designation, so long as such substitution or addition
      does not alter the period over which distributions are to be made under
      the designation, directly or indirectly (for example, by altering the
      relevant measuring life). In the case in which an amount is transferred or
      rolled over from one plan to another plan, the rules in Q&A J-2 and J-3 in
      section 1.401 (a)(9)-2 of the proposed regulations shall apply.

ARTICLE VIII
TERMINATION OF THE PLAN

We expect to continue the Plan indefinitely, but reserve the right to terminate
the Plan in whole or in part at any time upon giving written notice to all
parties concerned. Complete discontinuance of Contributions constitutes complete
termination of the Plan.

The Account of each Member shall be fully (100%) vested and nonforfeitable as of
the effective date of complete termination of the Plan. The Account of each
Member who is included in the group of Members deemed to be affected by the
partial termination of the Plan shall be fully (100%) vested and nonforfeitable
as of the effective date of the partial termination of the Plan. The Member's
Vested Account shall continue to participate in the earnings credited, expenses
charged, and any appreciation or depreciation of the Investment Fund until his
Vested Account is distributed.

A Member's Account which does not result from Elective Deferral Contributions,
Qualified Nonelective Contributions and Qualified Matching Contributions may be
distributed to the Member after the effective date of the complete termination
of the Plan. A Member's Account resulting from such Contributions may be
distributed upon complete termination of the Plan, but only if neither we nor
any Controlled Group member maintain or establish a successor defined
contribution plan (other than an employee stock ownership plan as defined in
Code Section 4975(e)(7), a simplified employee pension plan as defined in Code
Section 408(k) or a SIMPLE IRA plan as defined in Code Section 408(p)) and such
distribution is made in a lump sum. A distribution under this article shall be a
retirement benefit and shall be distributed to the Member according to the
provisions of Article VI or VIA, whichever applies.

The Member's entire Vested Account shall be paid in a single sum to the Member
as of the effective date of complete termination of the Plan if (i) the
requirements for distribution of Elective Deferral Contributions in the above
paragraph are met and (ii) consent of the Member is not required in Plan Section
6.03 or 6A.03, whichever is applicable, to distribute a benefit which is
immediately distributable. This is a small amounts payment. The small amounts
payment is in full settlement of all benefits otherwise payable.

Upon complete termination of the Plan, no more Employees shall become Members
and no more Contributions shall be made.

The assets of this Plan shall not be paid to us at any time, except that, after
the satisfaction of all liabilities under the Plan, any assets remaining may be
paid to us. The payment may not be made if it would contravene any provision of
law.

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<PAGE>

ARTICLE IX
ADMINISTRATION OF THE PLAN

SECTION 9.01 - ADMINISTRATION.

Subject to the provisions of this article, the Plan Administrator has complete
control of the administration of the Plan. The Plan Administrator has all the
powers necessary for it to properly carry out its administrative duties. Not in
limitation, but in amplification of the foregoing, the Plan Administrator has
complete discretion to construe or interpret the provisions of the Plan,
including ambiguous provisions, if any, and to determine all questions that may
arise under the Plan, including all questions relating to the eligibility of
Employees to participate in the Plan and the amount of benefit to which any
Member, Beneficiary, spouse, or Contingent Annuitant may become entitled. The
Plan Administrator's decisions upon all matters within the scope of its
authority are final.

Unless otherwise set out in the Plan or Annuity Contract, the Plan Administrator
may delegate recordkeeping and other duties which are necessary to assist it
with the administration of the Plan to any person or firm which agrees to accept
such duties. The Plan Administrator shall be entitled to rely upon all tables,
valuations, certificates, and reports furnished by the consultant or actuary
appointed by the Plan Administrator and upon all opinions given by any counsel
selected or approved by the Plan Administrator.

The Plan Administrator shall receive all claims for benefits by Members, former
Members, Beneficiaries, spouses, and Contingent Annuitants. The Plan
Administrator shall determine all facts necessary to establish the right of any
Claimant to benefits and the amount of those benefits under the provisions of
the Plan. The Plan Administrator may establish rules and procedures to be
followed by Claimants in filing claims for benefits, in furnishing and verifying
proofs necessary to determine age, and in any other matters required to
administer the Plan.

SECTION 9.02 - EXPENSES.

Expenses of the Plan, to the extent that we do not pay such expenses, may be
paid out of the assets of the Plan provided that such payment is consistent with
ERISA. Such expenses include, but are not limited to, expenses for bonding
required by ERISA; expenses for recordkeeping and other administrative services;
fees and expenses of the Trustee or Annuity Contract; expenses for investment
education service; and direct costs that we incur with respect to the Plan.

SECTION 9.03 - RECORDS.

All acts and determinations of the Plan Administrator shall be duly recorded.
All these records, together with other documents necessary for the
administration of the Plan, shall be preserved in the Plan Administrator's
custody.

Writing (handwriting, typing, printing), photostating, photographing,
micro-filming, magnetic impulse, mechanical or electrical recording, or other
forms of data compilation shall be acceptable means of keeping records.

SECTION 9.04 - INFORMATION AVAILABLE.

Any Member in the Plan or any Beneficiary may examine copies of the Plan
description, latest annual report, any bargaining agreement, this Plan, the
Annuity Contract, or any other instrument under which the Plan was established
or is operated. The Plan Administrator shall maintain all of the items listed in
this section in its office, or in such other place or places as it may designate
in order to comply with governmental regulations. These items may be examined
during reasonable

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<PAGE>

business hours. Upon the written request of a Member or Beneficiary receiving
benefits under the Plan, the Plan Administrator shall furnish him with a copy of
any of these items. The Plan Administrator may make a reasonable charge to the
requesting person for the copy.

SECTION 9.05 - CLAIM AND APPEAL PROCEDURES.

A Claimant must submit any required forms and pertinent information when making
a claim for benefits under the Plan.

If a claim for benefits under the Plan is denied, the Plan Administrator shall
provide adequate written notice to any Claimant whose claim for benefits under
the Plan has been denied. The notice must be furnished within 90 days of the
date that the claim is received by the Plan Administrator. The Claimant shall be
notified in writing within this initial 90-day period if special circumstances
require an extension of time needed to process the claim and the date by which
the Plan Administrator's decision is expected to be rendered. The written notice
shall be furnished no later than 180 days after the date the claim was received
by the Plan Administrator.

The Plan Administrator's notice to the Claimant shall specify the reason for the
denial; specify references to pertinent Plan provisions on which denial is
based; describe any additional material and information needed for the Claimant
to perfect his claim for benefits; explain why the material and information is
needed; inform the Claimant that any appeal he wishes to make must be made in
writing to the Plan Administrator within 60 days after receipt of the Plan
Administrator's notice of denial of benefits and that failure to make the
written appeal within such 60-day period renders the Plan Administrator's
determination of such denial final, binding and conclusive.

If the Claimant appeals to the Plan Administrator, the Claimant (or his
authorized representative) may submit in writing whatever issues and comments
the Claimant (or his authorized representative) feels are pertinent. The
Claimant (or his authorized representative) may review pertinent Plan documents.
The Plan Administrator shall reexamine all facts related to the appeal and make
a final determination as to whether the denial of benefits is justified under
the circumstances. The Plan Administrator shall advise the Claimant of its
decision within 60 days of his written request for review, unless special
circumstances (such as a hearing) would make rendering a decision within the
60-day limit unfeasible. The Claimant shall be notified within the 60-day limit
if an extension is necessary. The Plan Administrator shall render a decision on
a claim for benefits no later than 120 days after the request for review is
received.

SECTION 9.06 - DELEGATION OF AUTHORITY.

All or any part of the administrative duties and responsibilities under this
article may be delegated by the Plan Administrator to a retirement committee.
The duties and responsibilities of the retirement committee shall be set out in
a separate written agreement.

SECTION 9.07 - EXERCISE OF DISCRETIONARY AUTHORITY.

The Employer, Plan Administrator, and any other person or entity who has
authority with respect to the management, administration, or investment of the
Plan may exercise that authority in its/his full discretion, subject only to the
duties imposed under ERISA. This discretionary authority includes, but is not
limited to, the authority to make any and all factual determinations and
interpret all terms and provisions of the Plan documents relevant to the issue
under consideration. The exercise of authority will be binding upon all persons;
will be given deference in all courts of law to the greatest extent allowed
under law; and will not be overturned or set aside by any court of law unless
found to be arbitrary and capricious or made in bad faith.

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<PAGE>

SECTION 9.08 - TRANSACTION PROCESSING.

Transactions (including, but not limited to, investment directions, trades,
loans, and distributions) shall be processed as soon as administratively
practicable after proper directions are received from the Member or such other
parties. No guarantee is made by the Plan, Plan Administrator, Trustee, Insurer,
or us that such transactions will be processed on a daily or other basis, and no
guarantee is made in any respect regarding the processing time of such
transactions.

Notwithstanding any other provision of the Plan, we, the Plan Administrator, or
the Trustee reserve the right to not value an investment option on any given
Valuation Date for any reason deemed appropriate by us, the Plan Administrator,
or the Trustee.

Administrative practicality will be determined by legitimate business factors
(including, but not limited to, failure of systems or computer programs, failure
of the means of the transmission of data, force majeure, the failure of a
service provider to timely receive values or prices, and correction for errors
or omissions or the errors or omissions of any service provider) and in no event
will be deemed to be less than 14 days. The processing date of a transaction
shall be binding for all purposes of the Plan and considered the applicable
Valuation Date for any transaction.

SECTION 9.09 - VOTING AND TENDER OF QUALIFYING EMPLOYER SECURITIES.

Voting rights with respect to Qualifying Employer Securities shall be exercised
in the manner specified in Item U(5)(a)(ii) and (iii) of the Adoption Agreement-
Nonstandard. Before each meeting of shareholders, we shall cause to be sent to
each person with power to control such voting rights a copy of any notice and
other information provided to shareholders and, if applicable, a form for
instructing the Trustee how to vote at such meeting (or any adjournment thereof)
the number of full and fractional shares subject to such person's voting
control. The Trustee may establish a deadline in advance of the meeting by which
such forms must be received in order to be effective.

If Members control voting rights, each Member shall be entitled to one vote for
each share credited to his Account.

If Members control voting rights, and if some or all of the Members have not
directed or have not timely directed the Trustee on how to vote, then the
Trustee shall vote such Qualifying Employer Securities in the same proportion as
those shares of Qualifying Employer Securities for which the Trustee has
received proper direction for such matter.

The decision whether to tender Qualifying Employer Securities in response to a
tender or exchange offer for such Qualifying Employer Securities shall be made
in the manner specified in Item U(5)(a)(iii) of the Adoption Agreement-
Nonstandard. As soon as practicable after the commencement of a tender or
exchange offer for Qualifying Employer Securities, we shall cause each person
with power to control the response to such tender or exchange offer to be
advised in writing the terms of the offer and, if applicable, to be provided
with a form for instructing the Trustee, or for revoking such instruction, to
tender or exchange shares of Qualifying Employer Securities, to the extent
permitted under the terms of such offer. In advising such persons of the terms
of the offer, we may include statements from the board of directors setting
forth its position with respect to the offer.

If Members control tender decisions, and if some or all of the Members have not
directed or have not timely directed the Trustee on how to tender, then the
Trustee shall tender such Qualifying Employer Securities in the same proportion
as those shares of Qualifying Employer Securities for which the Trustee has
received proper direction for such matter.

                                       74
<PAGE>

If the tender or exchange offer is limited so that all of the shares that the
Trustee has been directed to tender or exchange cannot be sold or exchanged, the
shares that each Member directed to be tendered or exchanged shall be deemed to
have been sold or exchanged in the same ratio that the number of shares actually
sold or exchanged bears to the total number of shares that the Trustee was
directed to tender or exchange.

If Members control voting rights or tender decisions, the Trustee shall hold
their individual directions in confidence and, except as required by law, shall
not divulge or release such individual directions to anyone associated with us.
We may require verification of the Trustee's compliance with the directions
received from Members by any independent auditor selected by us, provided that
such auditor agrees to maintain the confidentiality of such individual
directions.

We may develop procedures to facilitate the exercise of votes or tender rights,
such as the use of facsimile transmissions for the Members located in physically
remote areas.

SECTION 9.10 - VOTING AND TENDER OF SELF-DIRECTED BROKERAGE ACCOUNTS.

Rights of ownership of securities held in the Self-directed Brokerage Account,
including voting rights, tender rights, and rights to exercise exchange offers,
shall be passed through to the Member with respect to whom the Self-directed
Brokerage Account was established. These rights shall be exercised by the Member
through the mechanism (including the course of dealing and practices and
procedures) established by the Trustee under the Trustar(R) Retirement Services
Directed Trust Agreement for the exercise of such rights and in accordance with
the Self-directed Brokerage Account documents.

ARTICLE X
GENERAL PROVISIONS

SECTION 10.01 - AMENDMENTS.

We may amend a selection or specification in the Adoption Agreement at any time,
including any remedial retroactive changes (within the time specified by
Internal Revenue Service regulation), to comply with any law or regulation
issued by any governmental agency to which the Plan is subject.

An amendment may not diminish or adversely affect any accrued interest or
benefit of Members or their Beneficiaries nor allow reversion or diversion of
Plan assets to us at any time, except as may be required to comply with any law
or regulation issued by any governmental agency to which the Plan is subject.

No amendment to this Plan shall be effective to the extent that it has the
effect of decreasing a Member's accrued benefit. However, a Member's Account may
be reduced to the extent permitted under Code Section 412(c)(8). For purposes of
this paragraph, a Plan amendment which has the effect of decreasing a Member's
Account with respect to benefits attributable to service before the amendment
shall be treated as reducing an accrued benefit. Furthermore, if the vesting
schedule of the Plan is amended, in the case of an Employee who is a Member 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 shall not be less than
his percentage computed under the Plan without regard to such amendment.

No amendment to the Plan shall be effective to eliminate or restrict an optional
form of benefit with respect to benefits attributable to service before the
amendment except as provided in Section 10.03 and below:

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<PAGE>

a)    The Plan is amended to eliminate or restrict the ability of a Member to
      receive payment of his Account balance under a particular optional form of
      benefit and the amendment satisfies the conditions in (1) and (2) below:

      1)    The amendment provides a single sum distribution form that is
            otherwise identical to the optional form of benefit eliminated or
            restricted. For purposes of this condition (1), a single sum
            distribution form is otherwise identical only if it is identical in
            all respects to the eliminated or restricted optional form of
            benefit (or would be identical except that it provides greater
            rights to the Member) except with respect to the timing of payments
            after commencement.

      2)    The amendment is not effective unless the amendment provides that
            the amendment shall not apply to any distribution with an Annuity
            Starting Date earlier than the earlier of:

            i)    the 90th day after the date the Member receiving the
                  distribution has been furnished a summary that reflects the
                  amendment and that satisfies the ERISA requirements at 29 CFR
                  2520.104b-3 relating to a summary of material modifications,
                  or

            ii)   the first day of the second Plan Year following the Plan Year
                  in which the amendment is adopted.

b)    The Plan is amended to eliminate or restrict in-kind distributions and the
      conditions in Q&A 2(b)(2)(iii) in section 1.411(d)-4 of the regulations
      are met.

We may amend the Plan by adding overriding plan language to the Adoption
Agreement in order to satisfy Code Sections 415 and 416 because of the required
aggregation of multiple plans under those sections. We may amend the Plan by
adding 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. An amendment to this Plan will be forwarded to
Principal Life Insurance Company, the prototype plan sponsor.

We may attach an addendum which lists the Code Section 411(d)(6) protected
benefits that must be preserved due to a restatement or amendment of the Plan.
Such a list would not be considered an amendment to the Plan and will not cause
the Plan to be treated as individually designed. We may attach an addendum which
identifies those provisions which are not amended retroactively when the Plan is
amended retroactively due to changes in the Code. This would apply when the Plan
is amended for the law changes through the Internal Revenue Service
Restructuring and Reform Act of 1998. This would include a snap-off addendum
which reflects the operation of the Plan between the earliest effective date and
the date the Plan reflecting such changes is adopted.

If we amend the Plan for any reason other than those set out above, our Plan
shall no longer participate in this prototype plan and shall be considered an
individually designed plan. As the Employer, we reserve the right to continue
our retirement program under a document separate and distinct from this Plan. In
such event, all rights and obligations of ours, or of any Member or Beneficiary,
under this document, shall cease. Assets held in support of this Plan will be
transferred to the designated funding medium under the new or restated plan and,
if applicable, Trust Agreement, in the manner permitted under, and subject to
the provisions of, the Annuity Contract.

If, as a result of an amendment, an Employer Contribution is removed that is not
100% immediately vested when made, the vesting schedule in effect as of the last
day such Contributions were permitted shall remain in effect with respect to
that part of his Account resulting from such Contributions. The Member shall not
become immediately 100% vested in such Contributions as a result of the
elimination of such Contribution except as otherwise specifically provided in
the Plan.

                                       76
<PAGE>

We delegate authority to amend this Plan to Principal Life Insurance Company as
the prototype plan sponsor. We hereby consent to any such amendment. However, no
such amendment shall increase the duties of the Named Fiduciary without his
consent. Such an amendment shall not deprive any Member or Beneficiary of any
accrued benefit except to the extent necessary to comply with any law or
regulation issued by any governmental agency to which this Plan is subject. Such
an amendment shall not provide that the Plan Fund be used for any purpose other
than the exclusive benefit of Members or their Beneficiaries or that such Plan
Fund ever revert to or be used by us.

Any amendment to this Plan by Principal Life Insurance Company, as the prototype
plan sponsor, shall be deemed to be an amendment to this Plan by us. The
effective date of any amendment shall be specified in the written instrument of
amendment.

An amendment shall not decrease a Member's vested interest in the Plan. If an
amendment to the Plan, or a deemed amendment in the case of a change in
top-heavy status of the Plan as provided in Section 11.03, changes the
computation of the percentage used to determine that portion of a Member's
Account attributable to our Contributions which is nonforfeitable (whether
directly or indirectly), each Member or former Member

c)    who has completed at least three Years of Service on the date the election
      period described below ends (five Years of Service if the Member does not
      have at least one Hour of Service in a Plan Year beginning after December
      31, 1988) and

d)    whose Vesting Percentage will be determined on any date after the date of
      the change

      may elect, during the election period, to have the nonforfeitable
      percentage of his Account which results from our Contributions determined
      without regard to the amendment. This election may not be revoked. If
      after the Plan is changed, the Member's nonforfeitable percentage will at
      all times be as great as it would have been if the change had not been
      made, no election needs to be provided. The election period shall begin no
      later than the date the Plan amendment is adopted, or deemed adopted in
      the case of a change in the top-heavy status of the Plan, and end no
      earlier than the 60th day after the latest of the date the amendment is
      adopted (deemed adopted) or becomes effective, or the date the Member is
      issued written notice of the amendment (deemed amendment) by us or the
      Plan Administrator.

SECTION 10.02 - DIRECT ROLLOVERS.

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

If Item Z(6)(a) is not selected, any part of a distribution made under Section
10.11 (or which is a small amounts payment made under Article VIII at complete
termination of the Plan) which is an Eligible Rollover Distribution, which is
equal to or more than $1,000, and for which the Distributee has not elected to
either have such distribution paid to him or to an Eligible Retirement Plan
shall be rolled over to an Individual Retirement Account (IRA) with an affiliate
of Principal Life Insurance Company. Such amounts shall be initially invested in
the Principal Investor Funds Money Market Fund. The Distributee shall have the
option to change the investment after the IRA has been established.

                                       77
<PAGE>

If Item Z(6)(a) is not selected, any part of a distribution made under Section
10.11 (or which is a small amounts payment made under Article VIII at complete
termination of the Plan) which is an Eligible Rollover Distribution, which is
less than $1,000, and for which the Distributee has not elected to either have
such distribution paid to him or to an Eligible Retirement Plan shall be paid to
the Distributee.

If Item Z(6)(a) is selected, any distributions made under Section 10.11 (or
which are small amounts payments made under Article VIII at complete termination
of the Plan) which are Eligible Rollover Distributions and for which the
Distributee has not elected to either have such distribution paid to him or to
an Eligible Retirement Plan shall be paid to the Distributee.

SECTION 10.03 - MERGERS AND DIRECT TRANSFERS.

The Plan may not be merged or consolidated with, nor have its assets or
liabilities transferred to, any other retirement plan, unless each Member in the
Plan would (if the plan then terminated) receive a benefit immediately after the
merger, consolidation, or transfer which is equal to or greater than the benefit
the Member would have been entitled to receive immediately before the merger,
consolidation, or transfer (if this Plan had then terminated). We may enter into
merger agreements or direct transfer of assets agreements with the employers
under other retirement plans which are qualifiable under Code Section 401(a),
including an elective transfer, and may accept the direct transfer of plan
assets, or may transfer plan assets, as a party to any such agreement. We shall
not consent to, or be a party to a merger, consolidation, or transfer of assets
with a defined benefit plan if such action would result in a defined benefit
feature being maintained under this Plan.

Notwithstanding any provision of the Plan to the contrary, to the extent any
optional form of benefit under this Plan permits a distribution prior to the
Employee's retirement, death, disability, or severance from employment, and
prior to plan termination, the optional form of benefit is not available with
respect to benefits attributable to assets (including the post-transfer earnings
thereon) and liabilities that are transferred, within the meaning of Code
Section 414(I), to this Plan from a money purchase pension plan qualified under
Code Section 401(a) (other than any portion of those assets and liabilities
attributable to voluntary employee contributions).

The Plan may accept a direct transfer of plan assets on behalf of an Eligible
Employee. If the Eligible Employee is not an Active Member when the transfer is
made, the Eligible Employee shall be deemed to be an Active Member only for the
purpose of investment and distribution of the transferred assets. Our
Contributions shall not be made for or allocated to the Eligible Employee and he
may not make Member Contributions, until the time he meets all of the
requirements to become an Active Member.

The Plan shall hold, administer, and distribute the transferred assets as a part
of the Plan. The Plan shall maintain a separate account for the benefit of the
Employee on whose behalf the Plan accepted the transfer in order to reflect the
value of the transferred assets.

Unless a transfer of assets to the Plan is an elective transfer, as described
below, the Plan shall apply the optional forms of benefit protections described
in Section 10.01 to all transferred assets.

A Member's protected benefits may be eliminated upon transfer between qualified
defined contribution plans if the conditions in Q&A 3(b)(1) in section 1.411
(d)-4 of the regulations are met. The transfer must meet all of the other
applicable qualification requirements.

A Member's protected benefits may be eliminated upon transfer between qualified
plans (both defined benefit and defined contribution) if the conditions in Q&A
3(c)(1) in section 1.411(d)-4 of the regulations are met. Beginning January 1,
2002, if the Member is eligible to receive an immediate distribution of his
entire nonforfeitable accrued benefit in a single sum distribution that

                                       78
<PAGE>

would consist entirely of an eligible rollover distribution under Code Section
401(a)(31), such transfer will be accomplished as a direct rollover under Code
Section 401(a)(31). The rules applicable to distributions under the plan would
apply to the transfer, but the transfer would not be treated as a distribution
for purposes of the minimum distribution requirements of Code Section 401(a)(9).

SECTION 10.04 - PROVISIONS RELATING TO THE INSURER AND OTHER PARTIES.

The obligations of an Insurer shall be governed solely by the provisions of the
Annuity Contract or Insurance Policy. The Insurer shall not be required to
perform any act not provided in or contrary to the provisions of the Annuity
Contract or Insurance Policy. Each Annuity Contract and Insurance Policy when
purchased will comply with the Plan. See Section 10.09.

Any issuer or distributor of investment contracts or securities is governed
solely by the terms of its policies, written investment contract, prospectuses,
security instruments, and any other written agreements entered into with the
Trustee with regard to such investment contracts or securities.

Such Insurer, issuer, or distributor is not a party to the Plan, nor bound in
any way by the Plan provisions. Such parties shall not be required to look to
the terms of this Plan, nor to determine whether we, the Plan Administrator, the
Trustee, or the Named Fiduciary have the authority to act in any particular
manner or to make any contract or agreement.

Until notice of any amendment or termination of this Plan, or of a change in
Trustee, has been received by the Insurer at its home office or an issuer or
distributor at their principal address, they are and shall be fully protected in
assuming that the Plan has not been amended or terminated and in dealing with
any party acting as Trustee according to the latest information which they have
received at their home office or principal address.

SECTION 10.05 - EMPLOYMENT STATUS.

Nothing contained in this Plan gives any Employee the right to be retained in
our employ or to interfere with our right to discharge any Employee.

SECTION 10.06 - RIGHTS TO PLAN ASSETS.

An Employee shall not have any right to or interest in any assets of the Plan
upon termination of employment or otherwise except as specifically provided
under this Plan, and then only to the extent of the benefits payable to such
Employee according to the Plan provisions.

Any final payment or distribution to a Member or his legal representative or to
any Beneficiaries, spouse, or Contingent Annuitant of such Member under the Plan
provisions shall be in full satisfaction of all claims against the Plan, the
Named Fiduciary, the Plan Administrator, the Insurer, the Trustee, and us
arising under or by virtue of the Plan.

SECTION 10.07 - BENEFICIARY.

Each Member may name a Beneficiary to receive any death benefit (other than any
income payable to a Contingent Annuitant) which may arise out of his
participation in the Plan. The Member may change his Beneficiary from time to
time. If Item AA(1)(a) is selected, unless a qualified election has been made,
for purposes of distributing any death benefits before the Member's Retirement
Date, the Beneficiary of a Member who has a spouse shall be the Member's spouse.
If Item AA(1)(a) is not selected, unless a qualified election has been made, for
purposes of distributing any death benefits before the Member's Retirement Date,
the Beneficiary of a Member who has a spouse who is entitled to a Qualified
Preretirement Survivor Annuity shall be the Member's spouse. The Member's
Beneficiary designation and any change of Beneficiary shall be

                                       79
<PAGE>

subject to the provisions of Section 6.03 or 6A.03, whichever applies. It is the
responsibility of the Member to give written notice to the Insurer of the name
of the Beneficiary on a form furnished for that purpose.

With our consent, the Plan Administrator may maintain records of Beneficiary
designations for Members before their Retirement Dates. In that event, the
written designations made by Members shall be filed with the Plan Administrator.
If a Member dies before his Retirement Date, the Plan Administrator shall
certify to the Insurer the Beneficiary designation on its records for the
Member.

If there is no Beneficiary named or surviving when a Member dies, the Member's
Beneficiary shall be the Member's surviving spouse, or where there is no
surviving spouse, the executor or administrator of the Member's estate.

SECTION 10.08 - NONALIENATION OF BENEFITS.

Benefits payable under the Plan are not subject to the claims of any creditor of
any Member, Beneficiary, spouse, or Contingent Annuitant. A Member, Beneficiary,
spouse, or Contingent Annuitant does not have any rights to alienate,
anticipate, commute, pledge, encumber, or assign such benefits except in the
case of a loan as provided in Section 5.06. The preceding sentences shall also
apply to the creation, assignment, or recognition of a right to any benefit
payable with respect to a Member according to a domestic relations order, unless
such order is determined by the Plan Administrator to be a qualified domestic
relations order, as defined in Code Section 414(p), or any domestic relations
order entered into before January 1, 1985. The preceding sentences shall not
apply to any offset of a Member's benefits provided under the Plan against an
amount the Member is required to pay the Plan with respect to a judgement,
order, or decree issued, or a settlement entered into, on or after August
5, 1997, which meets the requirements of Code Sections 401(a)(13)(C) or (D).

SECTION 10.09 - CONSTRUCTION.

The validity of the Plan or any of its provisions is determined under and
construed according to Federal law and, to the extent permissible, according to
the laws of the state in which we have our principal office. In case any
provision of this Plan is held illegal or invalid for any reason, such
determination shall not affect the remaining provisions of this Plan, and the
Plan shall be construed and enforced as if the illegal or invalid provision had
never been included.

In the event of any conflict between the provisions of the Plan and the terms of
any Annuity Contract or Insurance Policy issued hereunder, the provisions of the
Plan control.

SECTION 10.10 - LEGAL ACTIONS.

No person employed by us; no Member, former Member, or their Beneficiaries; nor
any other person having or claiming to have an interest in the Plan is entitled
to any notice of process. A final judgment entered in any such action or
proceeding shall be binding and conclusive on all persons having or claiming to
have an interest in the Plan.

SECTION 10.11 - SMALL AMOUNTS.

If consent of the Member is not required for a benefit which is immediately
distributable in Plan Section 6.03 or 6A.03, whichever applies, a Member's
entire Vested Account shall be paid in a single sum as of the earliest of his
Retirement Date, the date he dies, or the date he ceases to be an Employee for
any other reason (the date we provide notice to the record keeper of the Plan of
such event, if later). For purposes of this section, if the Member's Vested
Account is zero, the Member shall be deemed to have received a distribution of
such Vested Account. If a Member would have received a distribution under the
first sentence of this paragraph but for the fact that

                                       80
<PAGE>

the Member's consent was needed to distribute a benefit which is immediately
distributable, and if at a later time consent would not be needed to distribute
a benefit which is immediately distributable and such Member has not again
become an Employee, such Vested Account shall be paid in a single sum. This is a
small amounts payment.

If Item Z(4)(b) is selected, the Member shall not be treated as ceasing to be an
Employee for any reason other than retirement or death before the period of time
specified has elapsed, and no small amounts payment shall be made if he again
becomes an Employee before such period of time has elapsed.

If a small amounts payment is made as of the date the Member dies, the small
amounts payment shall be made to the Member's Beneficiary (spouse if the death
benefit is payable to the spouse). If a small amounts payment is made while the
Member is living, the small amounts payment shall be made to the Member. The
small amounts payment is in full settlement of all benefits otherwise payable.

No other small amounts payment shall be made.

SECTION 10.12 - WORD USAGE.

The masculine gender, where used in this Plan, shall include the feminine gender
and singular words, as used in this Plan, may include the plural, unless the
context indicates otherwise. The words "in writing" and "written," where used in
this Plan, shall include any other forms (such as voice response or other
electronic system) as permitted by any governmental agency to which the Plan is
subject.

SECTION 10.13 - CHANGE IN SERVICE METHOD.

a)    Change of Service Method Under This Plan. If this Plan is amended to
      change the method of crediting service from the elapsed time method to the
      hours method for any purpose under this Plan, the Employee's service shall
      be equal to the sum of (1), (2), and (3) below:

      1)    The number of whole years of service credited to the Employee under
            the Plan as of the date the change is effective.

      2)    One year of service for the applicable service period in which the
            change is effective if he is credited with the required number of
            Hours of Service. If we do not have sufficient records to determine
            the Employee's actual Hours of Service in that part of the service
            period before the effective date of the change, the Hours of Service
            shall be determined using an equivalency. For any month in which he
            would be required to be credited with one Hour of Service, the
            Employee shall be deemed for purposes of this section to be credited
            with 190 Hours of Service.

      3)    The Employee's service determined under this Plan using the hours
            method after the end of the service period in which the change in
            service method was effective.

      If this Plan is amended to change the method of crediting service from the
      hours method to the elapsed time method for any purpose under this Plan,
      the Employee's service shall be equal to the sum of (4), (5), and (6)
      below:

      4)    The number of whole years of service credited to the Employee under
            the Plan as of the beginning of the service period in which the
            change in service method is effective.

                                       81
<PAGE>

      5)    The greater of (i) the service that would be credited to the
            Employee for that entire service period using the elapsed time
            method or (ii) the service credited to him under the Plan as of the
            date the change is effective.

      6)    The Employee's service determined under this Plan using the elapsed
            time method after the end of the applicable service period in which
            the change in service method was effective.

b)    Transfers Between Plans with Different Service Methods. If an Employee has
      been a member in another plan of ours which credited service under the
      elapsed time method for any purpose which under this Plan is determined
      using the hours method, then the Employee's service shall be equal to the
      sum of (1), (2), and (3) below:

      1)    The number of whole years of service credited to the Employee under
            the other plan as of the date he became an Eligible Employee under
            this Plan.

      2)    One year of service for the applicable service period in which he
            became an Eligible Employee if he is credited with the required
            number of Hours of Service. If we do not have sufficient records to
            determine the Employee's actual Hours of Service in that part of the
            service period before the date he became an Eligible Employee, the
            Hours of Service shall be determined using an equivalency. For any
            month in which he would be required to be credited with one Hour of
            Service, the Employee shall be deemed for purposes of this section
            to be credited with 190 Hours of Service.

      3)    The Employee's service determined under this Plan using the hours
            method after the end of the service period in which he became an
            Eligible Employee.

      If an Employee has been a member in another plan of ours which credited
      service under the hours method for any purpose which under this Plan is
      determined using the elapsed time method, then the Employee's service
      shall be equal to the sum of (4), (5), and (6) below:

      4)    The number of whole years of service credited to the Employee under
            the other plan as of the beginning of the service period under that
            plan in which he became an Eligible Employee under this Plan.

      5)    The greater of (i) the service that would be credited to the
            Employee for that entire service period using the elapsed time
            method or (ii) the service credited to him under the other plan as
            of the date he became an Eligible Employee under this Plan.

      6)    The Employee's service determined under this Plan using the elapsed
            time method after the end of the applicable service period under the
            other plan in which he became an Eligible Employee.

If an Employee has been a member in a Controlled Group member's plan which
credited service under a different method than is used in this Plan, in order to
determine entry and vesting, the provisions in (b) above shall apply as though
the Controlled Group member's plan were our plan.

Any modification of service contained in this Plan shall be applicable to the
service determined pursuant to this section.

                                       82
<PAGE>

SECTION 10.14 - MILITARY SERVICE.

Notwithstanding any provision of this Plan to the contrary, the Plan shall
provide contributions, benefits, and service credit with respect to qualified
military service in accordance with Code Section 414(u). Loan repayments shall
be suspended under this Plan as permitted under Code Section 414(u).

SECTION 10.15 - QUALIFICATION OF PLAN.

If the Plan is denied initial qualification upon timely application, it will be
treated as void from the beginning. It will be terminated and all amounts
contributed to the Plan, less expenses paid, shall be returned to us within one
year after the date of denial. If amounts have been contributed by Employees, we
shall refund to each Employee the amount made by him or, if less, the amount
then in his Account resulting from such amounts. The Insurer and Trustee shall
be discharged from all further obligations.

If the Plan fails to attain or retain qualification, it shall no longer
participate in this prototype plan and shall be considered an individually
designed plan.

ARTICLE XI
TOP-HEAVY PLAN REQUIREMENTS

SECTION 11.01 - APPLICATION.

The provisions of this article shall supersede all other provisions in the Plan
to the contrary.

For the purpose of applying the Top-heavy Plan requirements of this article, all
members of the Controlled Group shall be treated as one Employer. The terms we,
us, and our, as they are used in this article, shall be deemed to include all
members of the Controlled Group, unless the terms as used clearly indicate only
the Employer is meant.

The accrued benefit or account of a member which results from deductible
employee contributions shall not be included for any purpose under this article.

The minimum vesting and contribution provisions of Sections 11.03 and 11.04
shall not apply to any Employee who is included in a group of Employees covered
by a collective bargaining agreement which the Secretary of Labor finds to be a
collective bargaining agreement between employee representatives and one or more
employers, including us, if there is evidence that retirement benefits were the
subject of good faith bargaining between such representatives. For this purpose,
the term "employee representatives" does not include any organization more than
half of whose members are employees who are owners, officers, or executives.

SECTION 11.02 - DEFINITIONS.

For purposes of this article, the following terms are defined:

AGGREGATION GROUP means:

a)    each of our qualified plans in which a Key Employee is a member during the
      Plan Year containing the Determination Date (regardless of whether the
      plan has terminated) or one of the four preceding Plan Years,

b)    each of our other qualified plans which allows the plan(s) described in
      (a) above to meet the nondiscrimination requirement of Code Section
      401(a)(4) or the minimum coverage requirement of Code Section 410, and

                                       83
<PAGE>

c)    any of our other qualified plans not included in (a) or (b) above which we
      desire to include as part of the Aggregation Group. Such a qualified plan
      shall be included only if the Aggregation Group would continue to satisfy
      the requirements of Code Sections 401(a)(4) and 410.

The plans in (a) and (b) above constitute the "required" Aggregation Group. The
plans in (a), (b), and (c) above constitute the "permissive" Aggregation Group.

COMPENSATION means compensation as defined in Item S(2) for purposes of Section
3.06. For purposes of determining who is a Key Employee in years beginning
before January 1, 1998, Compensation shall include, in addition to compensation
as defined in Item S(2) for purposes of Section 3.06, elective contributions.
Elective contributions are amounts excludible from the gross income of the
Employee under Code Sections 125, 402(e)(3), 402(h)(1)(B), or 403(b), and
contributed by us, at the Employee's election, to a Code Section 401(k)
arrangement, a simplified employee pension, cafeteria plan, or tax-sheltered
annuity. Elective contributions also include amounts deferred under a Code
Section 457 plan maintained by us.

DETERMINATION DATE means as to any plan, for any plan year subsequent to the
first plan year, the last day of the preceding plan year. For the first plan
year of the plan, the last day of that year.

KEY EMPLOYEE means any Employee or former Employee (and the Beneficiaries of
such Employee) who at any time during the determination period was:

a)    an officer of ours if such individual's annual Compensation exceeds 50
      percent of the dollar limitation under Code Section 415(b)(1)(A),

b)    an owner (or considered an owner under Code Section 318) of one of the ten
      largest interests in us if such individual's annual Compensation exceeds
      100 percent of the dollar limitation under Code Section 415(c)(1)(A),

c)    a 5-percent owner of us, or

d)    a 1-percent owner of us who has annual Compensation of more than $150,000.

The determination period is the Plan Year containing the Determination Date and
the four preceding Plan Years.

The determination of who is a Key Employee shall be made according to Code
Section 416(i)(1) and the regulations thereunder.

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

PRESENT VALUE means the present value of a member's accrued benefit under a
defined benefit plan based only on the interest and mortality rates specified in
Item S(6) of the Adoption Agreement - Standard or Item S(7) of the Adoption
Agreement- Nonstandard.

TOP-HEAVY PLAN means a plan which is top-heavy for any plan year beginning after
December 31, 1983. This Plan shall be top-heavy if any of the following
conditions exist:

a)    The Top-heavy Ratio for this Plan exceeds 60 percent and this Plan is not
      part of any required Aggregation Group or permissive Aggregation Group.

b)    This Plan is a part of a required Aggregation Group, but not part of a
      permissive Aggregation Group, and the Top-heavy Ratio for the required
      Aggregation Group exceeds 60 percent.

                                       84
<PAGE>

c)    This Plan is a part of a required Aggregation Group and part of a
      permissive Aggregation Group and the Top-heavy Ratio for the permissive
      Aggregation Group exceeds 60 percent.

TOP-HEAVY RATIO means:

a)    If we maintain one or more defined contribution plans (including any
      simplified employee pension plan) and we have not maintained any defined
      benefit plan which during the five-year period ending on the Determination
      Date(s) has or has had accrued benefits, the Top-heavy Ratio for this Plan
      alone or for the required or permissive Aggregation Group, as appropriate,
      is a fraction, the numerator of which is the sum of account balances of
      all Key Employees as of the Determination Date(s) (including any part of
      any account balance distributed in the five-year period ending on the
      Determination Date(s)), and the denominator of which is the sum of all
      account balances (including any part of any account balance distributed in
      the five-year period ending on the Determination Date(s)), both computed
      in accordance with Code Section 416 and the regulations thereunder. Both
      the numerator and denominator of the Top-heavy Ratio are increased to
      reflect any contribution not actually made as of the Determination Date,
      but which is required to be taken into account on that date under Code
      Section 416 and the regulations thereunder.

b)    If we maintain one or more defined contribution plans (including any
      simplified employee pension plan) and we maintain or have maintained one
      or more defined benefit plans which during the five-year period ending on
      the Determination Date(s) has or has had accrued benefits, the Top-heavy
      Ratio for the required or permissive Aggregation Group, as appropriate, is
      a fraction, the numerator of which is the sum of account balances under
      the aggregated defined contribution plan or plans of all Key Employees
      determined in accordance with (a) above, and the Present Value of accrued
      benefits under the aggregated defined benefit plan or plans for all Key
      Employees as of the Determination Date(s), and the denominator of which is
      the sum of the account balances under the aggregated defined contribution
      plan or plans for all members, determined in accordance with (a) above,
      and the Present Value of accrued benefits under the defined benefit plan
      or plans for all members as of the Determination Date(s), all determined
      in accordance with Code Section 416 and the regulations thereunder. The
      accrued benefits under a defined benefit plan in both the numerator and
      denominator of the Top-heavy Ratio are increased for any distribution of
      an accrued benefit made in the five-year period ending on the
      Determination Date.

c)    For purposes of (a) and (b) above, the value of account balances and the
      Present Value of accrued benefits shall be determined as of the most
      recent Valuation Date that falls within or ends with the 12-month period
      ending on the Determination Date, except as provided in Code Section 416
      and the regulations thereunder for the first and second plan years of a
      defined benefit plan. The account balances and accrued benefits of a
      member (i) who is not a Key Employee but who was a Key Employee in a prior
      year or (ii) who has not been credited with at least one hour of service
      with any employer maintaining the plan at any time during the five-year
      period ending on the Determination Date will be disregarded. The
      calculation of the Top-heavy Ratio and the extent to which distributions,
      rollovers, and transfers are taken into account will be made in accordance
      with Code Section 416 and the regulations thereunder. Deductible employee
      contributions will not be taken into account for purposes of computing the
      Top-heavy Ratio. When aggregating plans, the value of account balances and
      accrued benefits will be calculated with reference to the Determination
      Dates that fall within the same calendar year.

      The accrued benefit of a member other than a Key Employee shall be
      determined under (i) the method, if any, that uniformly applies for
      accrual purposes under all defined benefit plans maintained by us, or (ii)
      if there is no such method, as if such benefit accrued not more rapidly
      than the slowest accrual rate permitted under the fractional rule of Code
      Section 411(b)(1)(C).

                                       85
<PAGE>

SECTION 11.03 - MODIFICATION OF VESTING REQUIREMENTS.

If a Member's Vesting Percentage is determined under the vesting schedule
selected in Item V(2), and such Vesting Percentage is not as great as the
Vesting Percentage would be if it were determined under a schedule permitted in
Code Section 416, the following shall apply. During any Plan Year in which the
Plan is a Top-heavy Plan, the Member's Vesting Percentage shall be the greater
of the Vesting Percentage determined under the schedule selected in Item V(2)
or,

a)    if the vesting schedule selected in Item V(2) provides for partial vesting
      between 0% and 100%, the schedule below.

<TABLE>
<CAPTION>
VESTING SERVICE                 VESTING
 (whole years)                 PERCENTAGE
<S>                            <C>
Less than 2                         0
     2                             20
     3                             40
     4                             60
     5                             80
6 or more                         100
</TABLE>

b)    if the vesting schedule selected in Item V(2) provides for only 0% or 100%
      vesting, the schedule below.

<TABLE>
<CAPTION>
VESTING SERVICE                   VESTING
 (whole years)                   PERCENTAGE
<S>                              <C>
Less than 3                              0
 3 or more                             100
</TABLE>

The applicable schedule above shall not apply to Members who are not credited
with an Hour of Service after the Plan first becomes a Top-heavy Plan. The
Vesting Percentage determined above applies to the portion of the Member's
Account which is multiplied by a Vesting Percentage to determine his Vested
Account, including benefits accrued before the effective date of Code Section
416 and benefits accrued before this Plan became a Top-heavy Plan.

If, in a later Plan Year, this Plan is not a Top-heavy Plan, a Member's Vesting
Percentage shall be determined according to the provisions of Item V. A Member's
Vesting Percentage determined under either Item V or the applicable schedule
above shall never be reduced and the election procedures of Section 10.01 shall
apply when changing to or from the above schedule as though the automatic change
were the result of an amendment.

The part of the Member's Vested Account resulting from the minimum contributions
required pursuant to Section 11.04 (to the extent required to be nonforfeitable
under Code Section 416(b)) may not be forfeited under Code Section 411(a)(3)(B)
or (D).

SECTION 11.04 - MODIFICATION OF CONTRIBUTIONS.

During any Plan Year in which this Plan is a Top-heavy Plan, we shall make a
minimum contribution as of the last day of the Plan Year for each Non-key
Employee who is an Employee on the last day of the Plan Year and who was an
Active Member at any time during the Plan Year. A Non-key Employee is not
required to have a minimum number of Hours of Service or minimum amount of
Compensation in order to be entitled to this minimum. A Non-key Employee who
fails to

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<PAGE>

be an Active Member merely because his Compensation is less than a stated amount
or merely because of a failure to make mandatory member contributions or, in the
case of a cash or deferred arrangement, elective contributions shall be treated
as if he were an Active Member. The minimum is the lesser of (a) or (b) below:

a)    3 percent of such person's Compensation for such Plan Year.

b)    The "highest percentage" of Compensation for such Plan Year at which our
      Contributions are made for or allocated to any Key Employee. The highest
      percentage shall be determined by dividing our Contributions made for or
      allocated to each Key Employee during the Plan Year by the amount of his
      Compensation for such Plan Year, and selecting the greatest quotient
      (expressed as a percentage). To determine the highest percentage, all our
      defined contribution plans within the Aggregation Group shall be treated
      as one plan. The minimum shall be the amount in (a) above if this Plan and
      a defined benefit plan of ours are required to be included in the
      Aggregation Group and this Plan enables the defined benefit plan to meet
      the requirements of Code Section 401(a)(4) or 410.

For purposes of (a) and (b) above, Compensation shall be limited by Code Section
401 (a)(17).

If our contributions and allocations otherwise required under the defined
contribution plan(s) are at least equal to the minimum above, no additional
contribution shall be required. If our total contributions and allocations are
less than the minimum above, we shall contribute the difference for the Plan
Year.

The minimum contribution applies to all of our defined contribution plans in the
aggregate which are Top-heavy Plans. A minimum contribution under a profit
sharing plan shall be made without regard to whether or not we have profits.

To the extent a member covered under this Plan can be covered under any other
plan or plans of ours, we may provide in Item S(5) of the Adoption Agreement-
Standard or S(6) of the Adoption Agreement - Nonstandard that the minimum
contribution or benefit requirement applicable to Top-heavy Plans shall be made
in only one of the plans.

For purposes of this section, any employer contribution made according to a
salary reduction or similar arrangement and employer contributions which are
matching contributions, as defined in Code Section 401 (m), shall not apply in
determining if the minimum contribution requirement has been met, but shall
apply in determining the minimum contribution required.

The requirements of this section shall be met without regard to any Social
Security contribution.

SECTION 11.05 - MODIFICATION OF CONTRIBUTION LIMITATION.

If the provisions of subparagraph (m) of Section 3.06 are applicable for any
Limitation Year during which this Plan is a Top-heavy Plan, the contribution
limitations shall be modified. The definitions of Defined Benefit Plan Fraction
and Defined Contribution Plan Fraction in Section 3.06 shall be modified by
substituting "100 percent" in lieu of "125 percent." In addition, an adjustment
shall be made to the numerator of the Defined Contribution Plan Fraction. The
adjustment is a reduction of that numerator similar to the modification of the
Defined Contribution Plan Fraction described in Section 3.06 and shall be made
with respect to the last Plan Year beginning before January 1, 1984.

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<PAGE>

The modifications in the paragraph above shall not apply with respect to a
Member so long as employer contributions, forfeitures, or nondeductible employee
contributions are not credited to his account under this or any of our other
defined contribution plans and benefits do not accrue for such Member under our
defined benefit plan(s), until the sum of his Defined Contribution and Defined
Benefit Plan Fractions is less than 1.0.

The modification of the contribution limitation shall not apply if both of the
following requirements are met:

a)    This Plan would not be a Top-heavy Plan if "90 percent" were substituted
      for "60 percent" in the definition of Top-heavy Plan.

b)    A Non-key Employee who is covered only under a defined benefit plan of
      ours, accrues a minimum benefit on, or adjusted to, a straight life basis
      equal to the lesser of (i) 3 percent of his average compensation
      multiplied by his years of service or (ii) 30 percent of his average
      compensation. Average compensation and years of service shall have the
      meaning set forth in such defined benefit plan for this purpose.

      The account of a Non-key Employee who is covered only under one or more
      defined contribution plans of ours, is credited with a minimum employer
      contribution under such plan(s) equal to 4 percent of the person's
      Compensation for each plan year in which the plan is a Top-heavy Plan.

      If a Non-key Employee is covered under both defined contribution and
      defined benefit plans of ours, (i) a minimum accrued benefit for such
      person equal to the amount determined above for a person who is covered
      only under a defined benefit plan is accrued in the defined benefit
      plan(s) or (ii) a minimum contribution equal to 7.5 percent of the
      person's Compensation for a plan year in which the plans are Top-heavy
      Plans will be credited to his account under the defined contribution
      plans.

If a member can be covered under this Plan and a defined benefit plan of ours,
we may provide in Item S(5) of the Adoption Agreement - Standard or S(6) of the
Adoption Agreement - Nonstandard for an increased minimum contribution or
benefit so that the modification of the contribution limitation provided in this
section shall not apply.

This section shall cease to apply effective as of the first Limitation Year
beginning on or after January 1, 2000.

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<PAGE>

      UNILATERAL AMENDMENT - MODEL AMENDMENTS TO COMPLY WITH THE 401(a)(9)
    FINAL AND TEMPORARY REGULATIONS AND TO USE THE ALTERNATIVE DEFINITION OF
               COMPENSATION AS SET FORTH IN REVENUE RULING 2002-27

Principal Life Insurance Company hereby amends the following prototype plans and
by such amendment, amends each retirement plan set forth on any such prototype
by an adopting employer:

<TABLE>
<S>                 <C>                           <C>               <C>
THE PRINCIPAL FINANCIAL GROUP PROTOTYPE FOR SAVINGS PLANS:
Nonstandardized     Letter Serial No. K305394b    Plan No.: 001     Basic Plan No.: 02
Standardized        Letter Serial No. K205395b    Plan No.: 002     Basic Plan No.: 02

THE PRINCIPAL FINANCIAL GROUP PROTOTYPE FOR MONEY PURCHASE PLANS:
Nonstandardized     Letter Serial No. K305390b    Plan No.: 001     Basic Plan No.: 01
Standardized        Letter Serial No. K205391b    Plan No.: 002     Basic Plan No.: 01

THE PRINCIPAL FINANCIAL GROUP PROTOTYPE FOR PROFIT SHARING PLANS:
Nonstandardized     Letter Serial No. K305392b    Plan No.: 003     Basic Plan No.: 01
Standardized        Letter Serial No. K205393b    Plan No.: 004     Basic Plan No.: 01
</TABLE>

        MODEL AMENDMENT TO COMPLY WITH THE 401(a)(9) FINAL AND TEMPORARY
                                   REGULATIONS

The plan's existing minimum distribution provisions are superseded to the extent
they are inconsistent with the provisions of this model amendment, but those
provisions that are not inconsistent (such as the plan's definition of required
beginning date) shall be retained. The plan's minimum distribution provisions
are amended as follows:

ARTICLE VII. MINIMUM DISTRIBUTION REQUIREMENTS.

Section 1. General Rules

1.1.  Effective Date. The provisions of this article will apply for purposes of
      determining required minimum distributions for calendar years beginning
      with the 2003 calendar year.

1.2.  Coordination with Minimum Distribution Requirements Previously in Effect.
      This amendment is not effective until calendar years beginning with the
      2003 calendar year, therefore, no coordination is required.

1.3.  Precedence. The requirements of this article will take precedence over any
      inconsistent provisions of the plan.

1.4.  Requirements of Treasury Regulations Incorporated. All distributions
      required under this article will be determined and made in accordance with
      the Treasury regulations under section 401(a)(9) of the Internal Revenue
      Code.

1.5.  TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions of
      this article, distributions may be made under a designation made before
      January 1, 1984, in accordance with section 242(b)(2) of the Tax Equity
      and Fiscal Responsibility Act (TEFRA) and the provisions of the plan that
      relate to section 242(b)(2) of TEFRA.

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<PAGE>

Section 2. Time and Manner of Distribution.

2.1.  Required Beginning Date. The participant's entire interest will be
      distributed, or begin to be distributed, to the participant no later than
      the participant's required beginning date.

2.2.  Death of Participant Before Distributions Begin. If the participant dies
      before distributions begin, the participant's entire interest will be
      distributed, or begin to be distributed, no later than as follows:

      (a)   If the participant's surviving spouse is the participant's sole
            designated beneficiary, then distributions to the surviving spouse
            will begin by December 31 of the calendar year immediately following
            the calendar year in which the participant died, or by December 31
            of the calendar year in which the participant would have attained
            age 70 1/2 if later, except to the extent that an election is made
            to receive distributions in accordance with the 5-year rule. Under
            the 5-year rule, the participant's entire interest will be
            distributed to the designated beneficiary by December 31 of the
            calendar year containing the fifth anniversary of the participant's
            death.

      (b)   If the participant's surviving spouse is not the participant's sole
            designated beneficiary, then distributions to the designated
            beneficiary will begin by December 31 of the calendar year
            immediately following the calendar year in which the Participant
            died, except to the extent that an election is made to receive
            distributions in accordance with the 5-year rule. Under the 5-year
            rule, the participant's entire interest will be distributed to the
            designated beneficiary by December 31 of the calendar year
            containing the fifth anniversary of the participant's death.

      (c)   If there is no designated beneficiary as of September 30 of the year
            following the year of the participant's death, the participant's
            entire interest will be distributed by December 31 of the calendar
            year containing the fifth anniversary of the participant's death.

      (d)   If the participant's surviving spouse is the participant's sole
            designated beneficiary and the surviving spouse dies after the
            participant but before distributions to the surviving spouse begin,
            this section 2.2, other than section 2.2(a), will apply as if the
            surviving spouse were the participant.

      For purposes of this section 2.2 and section 4, unless section 2.2(d)
      applies, distributions are considered to begin on the participant's
      required beginning date. If section 2.2(d) applies, distributions are
      considered to begin on the date distributions are required to begin to the
      surviving spouse under section 2.2(a). If distributions under an annuity
      purchased from an insurance company irrevocably commence to the
      participant before the participant's required beginning date (or to the
      participant's surviving spouse before the date distributions are required
      to begin to the surviving spouse under section 2.2(a)), the date
      distributions are considered to begin is the date distributions actually
      commence.

2.3.  Forms of Distribution. Unless the participant's interest is distributed in
      the form of an annuity purchased from an insurance company or in a single
      sum on or before the required beginning date, as of the first distribution
      calendar year distributions will be made in accordance with sections 3 and
      4 of this article. If the participant's interest is distributed in the
      form of an annuity purchased from an insurance company, distributions
      thereunder will be made in accordance with the requirements of section
      401(a)(9) of the Code and the Treasury regulations.

                                       2
<PAGE>

Section 3. Required Minimum Distributions During Participant's Lifetime.

3.1.  Amount of Required Minimum Distribution For Each Distribution Calendar
      Year. During the participant's lifetime, the minimum amount that will be
      distributed for each distribution calendar year is the lesser of:

      (a)   the quotient obtained by dividing the participant's account balance
            by the distribution period in the Uniform Lifetime Table set forth
            in section 1.401(a)(9)-9 of the Treasury regulations, using the
            participant's age as of the participant's birthday in the
            distribution calendar year; or

      (b)   if the participant's sole designated beneficiary for the
            distribution calendar year is the participant's spouse, the quotient
            obtained by dividing the participant's account balance by the number
            in the Joint and Last Survivor Table set forth in section
            1.401(a)(9)-9 of the Treasury regulations, using the participant's
            and spouse's attained ages as of the participant's and spouse's
            birthdays in the distribution calendar year.

3.2.  Lifetime Required Minimum Distributions Continue Through Year of
      Participant's Death. Required minimum distributions will be determined
      under this section 3 beginning with the first distribution calendar year
      and up to and including the distribution calendar year that includes the
      participant's date of death.

Section 4. Required Minimum Distributions After Participant's Death.

4.1.  Death On or After Date Distributions Begin.

      (a)   Participant Survived by Designated Beneficiary. If the participant
            dies on or after the date distributions begin and there is a
            designated beneficiary, the minimum amount that will be distributed
            for each distribution calendar year after the year of the
            participant's death is the quotient obtained by dividing the
            participant's account balance by the longer of the remaining life
            expectancy of the participant or the remaining life expectancy of
            the participant's designated beneficiary, determined as follows:

            (1)   The participant's remaining life expectancy is calculated
                  using the age of the participant in the year of death, reduced
                  by one for each subsequent year.

            (2)   If the participant's surviving spouse is the participant's
                  sole designated beneficiary, the remaining life expectancy of
                  the surviving spouse is calculated for each distribution
                  calendar year after the year of the participant's death using
                  the surviving spouse's age as of the spouse's birthday in that
                  year. For distribution calendar years after the year of the
                  surviving spouse's death, the remaining life expectancy of the
                  surviving spouse is calculated using the age of the surviving
                  spouse as of the spouse's birthday in the calendar year of the
                  spouse's death, reduced by one for each subsequent calendar
                  year.

            (3)   If the participant's surviving spouse is not the participant's
                  sole designated beneficiary, the designated beneficiary's
                  remaining life expectancy is calculated using the age of the
                  beneficiary in the year following the year of the
                  participant's death, reduced by one for each subsequent year.

      (b)   No Designated Beneficiary. If the participant dies on or after the
            date distributions begin and there is no designated beneficiary as
            of September 30 of the year after the year of the participant's
            death, the minimum amount that will be distributed for each
            distribution calendar year after the year of the participant's death
            is the quotient

                                       3
<PAGE>

            obtained by dividing the participant's account balance by the
            participant's remaining life expectancy calculated using the age of
            the participant in the year of death, reduced by one for each
            subsequent year.

4.2. Death Before Date Distributions Begin.

      (a)   Participant Survived by Designated Beneficiary. If the participant
            dies before the date distributions begin and there is a designated
            beneficiary, the minimum amount that will be distributed for each
            distribution calendar year after the year of the participant's death
            is the quotient obtained by dividing the participant's account
            balance by the remaining life expectancy of the participant's
            designated beneficiary, determined as provided in section 4.1,
            except to the extent that an election is made to receive
            distributions in accordance with the 5-year rule. Under the 5-year
            rule, the participant's entire interest will be distributed to the
            designated beneficiary by December 31 of the calendar year
            containing the fifth anniversary of the participant's death.

      (b)   No Designated Beneficiary. If the participant dies before the date
            distributions begin and there is no designated beneficiary as of
            September 30 of the year following the year of the participant's
            death, distribution of the participant's entire interest will be
            completed by December 31 of the calendar year containing the fifth
            anniversary of the participant's death.

      (c)   Death of Surviving Spouse Before Distributions to Surviving Spouse
            Are Required to Begin. If the participant dies before the date
            distributions begin, the participant's surviving spouse is the
            participant's sole designated beneficiary, and the surviving spouse
            dies before the distributions are required to begin to the surviving
            spouse under section 2.2(a), this section 4.2 will apply as if the
            surviving spouse were the participant.

Section 5. Definitions.

5.1.  Designated Beneficiary. The individual who is designated as the
      beneficiary under Plan Section 10.07 and is the designated beneficiary
      under section 401(a)(9) of the Internal Revenue Code and section
      1.401(a)(9)-1, Q&A-4, of the Treasury regulations.

5.2.  Distribution Calendar Year. A calendar year for which a minimum
      distribution is required. For distributions beginning before the
      participant's death, the first distribution calendar year is the calendar
      year immediately preceding the calendar year which contains the
      participant's required beginning date. For distributions beginning after
      the participant's death, the first distribution calendar year is the
      calendar year in which distributions are required to begin under section
      2.2. The required minimum distribution for the participant's first
      distribution calendar year will be made on or before the participant's
      required beginning date. The required minimum distribution for other
      distribution calendar years, including the required minimum distribution
      for the distribution year in which the participant's required beginning
      date occurs, will be made on or before December 31 of that distribution
      calendar year.

5.3.  Life Expectancy. Life expectancy as computed by use of the Single Life
      Table in section 1.401(a)(9)-9 of the Treasury regulations.

5.4.  Participant's Account Balance. The account balance as of the last
      valuation date in the calendar year immediately preceding the distribution
      calendar year (valuation calendar year) increased by the amount of any
      contributions made and allocated or forfeitures allocated to the account
      balance as of dates in the valuation calendar year after the valuation
      date and decreased by distributions made in the valuation calendar year
      after the

                                       4
<PAGE>

      valuation date. The account balance for the valuation calendar year
      includes any amounts Rolled over or transferred to the plan either in the
      valuation calendar year or in the distribution calendar year if
      distributed or transferred in the valuation calendar year.

5.5.  Required Beginning Date. The date specified in Plan Section 7.02.

Section 6. Election to Allow Participants or Beneficiaries to Elect 5-Year Rule.

      Participants or beneficiaries may elect on an individual basis whether the
      5-year rule or the life expectancy rule in sections 2.2 and 4.2 of Article
      VII of the plan applies to distributions after the death of a participant
      who has a designated beneficiary. The election must be made no later than
      the earlier of September 30 of the calendar year in which distribution
      would be required to begin under section 2.2 of Article VII of the plan,
      or by September 30 of the calendar year which contains the fifth
      anniversary of the participant's (or, if applicable, surviving spouse's)
      death. If neither the participant nor beneficiary makes an election under
      this paragraph, distributions will be made in accordance with the life
      expectancy rule under sections 2.2 and 4.2 of Article VII of the plan.

Section 7. Election to Allow Designated Beneficiary Receiving Distributions
Under 5-Year Rule to Elect Life Expectancy Distributions.

      A designated beneficiary who is receiving payments under the 5-year rule
      may make a new election to receive payments under the life expectancy rule
      until December 31, 2003, provided that all amounts that would have been
      required to be distributed under the life expectancy rule for all
      distribution calendar years before 2004 are distributed by the earlier of
      December 31, 2003 or the end of the 5-year period.

      MODEL AMENDMENT TO USE THE ALTERNATIVE DEFINITION OF COMPENSATION AS
                       SET FORTH IN REVENUE RULING 2002-27

The plan's definition of compensation is amended as follows:

1.    Effective Date. This amendment shall apply to plan years and limitation
      years beginning on or after January 1, 1998.

2.    For purposes of the definition of compensation under Item Q(2) and Plan
      Section 3.07 (Item S(2) and Plan Section 3.06, if Savings Plan), amounts
      under section 125 of the Internal Revenue Code include any amounts not
      available to a participant in cash in lieu of group health coverage
      because the participant is unable to certify that he has other health
      coverage. An amount will be treated as an amount under section 125 of the
      Code only if the Employer does not request or collect information
      regarding the participant's other health coverage as part of the
      enrollment process for the health plan.

Executed by Principal Life Insurance Company on August 6, 2003 by

[SIGNATURE]

Officer

                                                [PRINCIPAL FINANCIAL GROUP LOGO]

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