<PAGE>

                                                                     EXHIBIT 4.7

                       SCI 401(k) RETIREMENT SAVINGS PLAN
                             AS AMENDED AND RESTATED
                            (EFFECTIVE JULY 1, 2000)

      WHEREAS, the Company previously adopted and maintains the SCI 401(k)
Retirement Savings Plan (the "Plan"); and

      WHEREAS, the Company reserved the right to amend the Plan at any time; and

      WHEREAS, it has been determined that the Plan should be completely
amended, restated and continued under the form of the Plan hereinafter set
forth, without a gap or lapse in coverage, time or effect, in order to ensure
that the Plan continues to meet the requirements for qualification and exemption
under applicable provisions of the Internal Revenue Code of 1986 as amended (the
"Code") and to comply with applicable provisions of the Employee Retirement
Income Security Act of 1974 as amended ("ERISA") following amendment of the Code
and ERISA by the Uruguay Round Agreements Act of 1994, as amended, the Uniformed
Services Employment and Reemployment Rights Act of 1994, as amended, the Small
Business Job Protection Act of 1996 as amended, the Taxpayer Relief Act of 1997,
as amended, the Internal Revenue Service Restructuring and Reform Act of 1998,
as amended and the Community Renewal Tax Relief Act of 2000, as amended, and
applicable guidance issued by the appropriate governmental authorities under
such legislation;

      WHEREAS, it has been determined that certain amendments to the Plan should
be made in addition to the changes required by law;

      NOW, THEREFORE, BE IT RESOLVED, that effective as of July 1, 2000 the Plan
shall be the MassMutual Retirement Services FlexInvest Defined Contribution
Prototype Plan and Non-Standardized 401(k) Profit Sharing Adoption Agreement
which is attached hereto and incorporated herein for all purposes, with the
following modifications:

1. Article I of the Plan is amended to add the following definitions:

      "1.92 "APPLICABLE TAX YEAR" means the Tax Year in which the Plan Year
begins."

      1.93 "TAX YEAR" means the fiscal year of the Company which begins on
January 1 and ends on December 31."

      1.94 "SPECIFIED MINIMUM EMPLOYER CONTRIBUTION." An amount contributed by
the Employer to the Trust pursuant to Section 4.16 of the Plan."

2. Article IV of the Plan is amended by the addition of a new Section 4.12 as
follows:

      "4.12 Specified Minimum Employer Contributions. Notwithstanding any
      provision of the Plan to the contrary, the following provisions shall
      govern the treatment of Specified Minimum Employer Contributions.

            (a) Frequency and Eligibility. For each Plan Year beginning on and
      after December 31, 2000, the Employer shall make a discretionary Specified
      Minimum Employer Contribution on behalf of the group of Employees who are
      Employees and Plan Participants from the first day through the last day of
      the Applicable Tax Year (First Day Participants). For purposes of the
      Applicable Tax Year beginning January 1, 2000 and ending December 31,
      2000, First Day Participants shall be the group of Employees who are
      Employees from the first day through the last day of the Applicable Tax
      Year and Plan Participants from July 1, 2000 through the last day of the
      Applicable Tax Year. The Specified Minimum Employer Contribution will be
      based on Compensation earned by the First Day Participants in the
      Applicable Tax Year. The Specified Minimum Employer Contribution for each
      Plan Year shall be in an amount determined by the Board of Directors by
      appropriate resolution on or before the last day of the Applicable Tax
      Year.

            (b) Allocation Method. Each First Day Participant's share of the
      Specified Minimum Employer Contribution for each Plan Year shall be
      determined as follows:

            (1) The Specified Minimum Employer Contribution shall be allocated
            during the Plan Year as Elective Deferral Contributions described in
            Section 1.20 of the Plan and Company Matching Contributions
            described in Section 1.10 of the Plan, to the Account of each First
            Day Participant pursuant to Part IV of the Plan and Sections G and I
            of the Adoption Agreement. Such Matching Contributions shall be made
            without regard to any last-day requirement, or any other Year of
            Service or hour-of-service requirement.

            (2) Second, if any of the Specified Minimum Employer Contribution
            remains after the allocation in Section 4.16(b)(1) above, the
            remainder shall, to the extent allowable under section 415 of the
            Internal Revenue Code, be allocated as an additional Company
            Matching Contribution on the last day of the Plan Year to each First
            Day Participant's Company Matching Contribution Account, as defined
            in Section 8.1, in

                                       1
<PAGE>

            the ratio that such First Day Participant's Elective Deferral
            Contributions during the Plan Year bear to the Elective Deferral
            Contributions of all First Day Participants during the Plan Year.

      The Specified Minimum Employer Contributions allocated as an additional
      Company Matching Contribution shall be treated in the same manner as
      Company Matching Contributions for all purposes of the Plan.

            (3) Third, any balance of the Specified Minimum Employer
            Contribution remaining unallocated after the allocation in section
            4.16(b)(2) above, shall be allocated as a Company Profit Sharing
            Contribution to each First Day Participant's Company Profit Sharing
            Contribution Account, as defined in Section 8.1, in the ratio that
            the First Day Participant's Compensation during the Plan Year bears
            to the total Compensation of all First Day Participants during the
            Plan Year.

            (4) Fourth, any balance of the Specified Minimum Employer
            Contribution remaining unallocated after the allocation in section
            4.16(b)(3), above, shall be allocated as a Company Profit Sharing
            Contribution to the Company Profit Sharing Contribution Account, as
            defined in Section 8.1, of each employee who was a Participant in
            the Plan on the first day of the Plan Year, in the ratio that such
            Participant's Compensation during the Plan Year bears to the total
            Compensation of all such Participants during the Plan Year.

            (5) The Administrator shall reduce the proportionate allocation
            under Section 4.16(b)(2), (3), and (4) above, to Participants who
            are Highly Compensated Employees to the extent necessary to comply
            with the provisions of section 401(a)(4) of the Internal Revenue
            Code and the regulations thereunder. Any such amount will be
            allocated and reallocated to the remaining Participants to the
            extent allowed under section 415 of the Internal Revenue Code.

      Notwithstanding any other provision of the Plan to the contrary, any
      allocation of Elective Deferral Contributions to a First Day Participant's
      Elective Deferral Account shall be made under Section G of the Adoption
      Agreement or this section, as appropriate, but not both sections.
      Similarly, any allocation of Company Matching Contributions to a First Day
      Participant's Company Matching Account shall be made under either Section
      I of the Adoption Agreement or this section, as appropriate, but not both
      sections.

            (c) Timing, Medium and Posting. The Employer shall make the
      Specified Minimum Employer Contribution in cash or in Company Stock, in
      one or more installments without interest, at any time during the Plan
      Year, and for purposes of deducting such Contribution, not later than the
      Employer's federal tax filing date, including extensions, for its Tax Year
      that ends within such Plan Year. The Trustee shall post such amount to
      each First Day Participant's Elective Deferral Account, Company Matching
      Account, or Company Profit Sharing Contribution Account once the
      allocations under (1) through (5), above, are determined.

      The Specified Minimum Employer Contribution shall be held in a suspense
      account until posted. Such suspense account shall not participate in the
      allocation of investment gains, losses, income and deductions of the trust
      as a whole, but shall be invested separately. All gains, losses, income
      and deductions attributable to such suspense account shall be applied to
      reduce Plan fees and expenses. In no event will amounts remain in the
      suspense account after the end of the Plan Year.

            (d) Deduction Limitation. In no event shall the Specified Minimum
      Employer Contribution, when aggregated with other Employer and Participant
      contributions for the Employer's Tax Year that ends within such Plan Year,
      exceed the amount deductible by the Employer for federal income tax
      purposes for such Tax Year."

3. The first two sentences of Section 1.43 of the Plan shall be deleted and the
following shall be substituted therefor:

      "1.43 "LIMITATION YEAR" means the determination period used to determine
      Compensation which shall be the calendar year."

4. Notwithstanding anything in the Plan to the contrary, effective as of January
1, 2002, Elective Deferrals may be made in an amount up to 50% of the
Participant's Compensation, subject to all other limits set forth in the Plan.

5. Effective as of July 1, 2001, notwithstanding anything in the Plan to the
contrary, all Years of Service with the Company prior to a Break in Service
shall be included for purposes of determining the Participant's vested interest
under Section 6.4 of the Plan if such Participant had a nonforfeitable accrued
benefit in the SCI Cash Balance Plan or the SCI Pension Plan at the time such
Participant first incurred a One-Year Break in Service."

6. Effective as of January 1, 2001, the following shall be added to Section
G3(e) of the Adoption Agreement:

      "The Percentage Match for each Participant shall be determined based on
      the Participant's Years of Service as of the end of each Plan Year and
      shall apply for the entire next Plan Year notwithstanding the fact that
      the Participant may be credited with an additional Year of Service during
      such next Plan Year."

                                       2
<PAGE>

7. The attached Addendum A relating to employees of Marsellus Casket Company
shall be added to the Plan effective as of July 1, 2000.

8. The attached Addendum B relating to establishment of a Company Stock Fund and
Company contributions in Company Stock shall be added to the Plan effective as
of July 1, 2000.

9. The attached Addendum C relating to automatic enrollment of participants
shall be added to the Plan effective as of July 1, 2001.

10. The attached Addendum D relating to employees of CemCare, Inc. shall be
added to the Plan effective as of January 1, 2002.

11. The attached Addendum E relating to "Good Faith EGTRRA Amendments" shall be
added to Plan effective as of the dates set forth therein.

      IN WITNESS WHEREOF, the Plan, as amended and restated effective July 1,
2000 is executed this 11th day of February, 2002.

SERVICE CORPORATION INTERNATIONAL

By: /s/ Helen Dugand
    ----------------------
    Helen Dugand, President of SCI Administrative Services L.L.C.
    General Partner of SCI Management, L.P.,
    Employment manager of Service Corporation International

                                       3
<PAGE>

                             ADOPTION AGREEMENT FOR

                   MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

                                  FLEXINVEST(R)

                     NON-STANDARDIZED 401(k) PROFIT SHARING

The undersigned Employer adopts the MassMutual Life Insurance Company
Flexinvest(R) Prototype Non-Standardized 401(k) Profit Sharing Plan and elects
the following provisions:

CAUTION: Failure to properly fill out this Adoption Agreement may result in
disqualification of the Plan.

A. EMPLOYER INFORMATION
      (An amendment to the Adoption Agreement is not needed solely to reflect a
      change in the information in this Employer Information Section.)

1. EMPLOYER'S NAME

                  Service Corporation International

                 _________________________________________________________

2. EMPLOYER'S 9-DIGIT TAX IDENTIFICATION NUMBER 74-1488375

3. TYPE OF ENTITY

      a. [X] Corporation

             1. [ ] Tax exempt or Non-profit

      b. [ ] Professional Service Corporation

      c. [ ] S Corporation

      d. [ ] Limited Liability Company that is taxed as:

             1. [ ] a partnership or sole proprietorship

             2. [ ] a Corporation

             3. [ ] an S Corporation

      e. [ ] Sole Proprietorship

      f. [ ] Partnership

      g. [ ] Municipality:               [ ] State               [ ] Local

      h. [ ] Other:_________________________________________________________

      AND, the Employer is a member of (select all that apply):

      i. [X] a controlled group

      j. [ ] an affiliated service group

4. EMPLOYER FISCAL YEAR (the Employer's tax filing year):

      Beginning on      January 1                            (e.g., January 1st)
                        -------------------------------------
                                  month              day

      and ending on     December 31
                        -------------------------------------
                                  month              day

B. PLAN INFORMATION

      (An amendment to the Adoption Agreement is not needed solely to reflect a
      change in the information in this Plan Information section)

1. PLAN NAME:
                         SCI 401(k) Retirement Savings Plan

      ____________________________________________________________

      ____________________________________________________________

<PAGE>

2.    EFFECTIVE DATE

      a. [ ] This is a new Plan effective as of __________________ (hereinafter
             called the "Effective Date").

      b. [X] This is an amendment and restatement of a previously established
             qualified plan of the Employer which was originally effective as of
             July 1, 2000 (hereinafter called the "Effective Date"). The
             effective date of this amendment and restatement is July 1, 2000.

      c. [ ] This is a spin-off of a previously established qualified plan known
             as

             ___________________________________________________________________

             (plan name) which was sponsored by_________________________________
             ___________________________________________________________________

             (Employer) and originally effective as of__________________________

             ___________________________________________________________________

             (month, day, year). This amendment and restatement shall be
             effective as of_________________________________(month, day, year).

             ___________________________________________________________________

      d. [ ] This is a merger of _______________ (number) previously established
             qualified plans known as __________________________________________
             (respectively) which were sponsored by ____________________________
             (respectively) and originally effective as of______________________
             (month, day, year, respectively). This amendment and restatement
             plan shall be effective as of
             _______________________________________________ (month, day, year).

      e. [X] FOR GUST RESTATEMENTS: This is an amendment and restatement of a
             previously established qualified plan of the Employer to bring the
             Plan into compliance with GUST (GATT, USERRA, SBJPA and TRA '97).
             The original Plan effective date was July 1, 2000 (hereinafter
             called the "Effective Date"). Except as specifically provided in
             the Plan, the effective date of this amendment and restatement is
             July 1, 2000.

             (May enter a restatement date that is the first day of the current
             Plan Year. The Plan contains appropriate retroactive effective
             dates with respect to provisions for the appropriate laws.)

3.    PLAN YEAR means the 12 consecutive month period:

      Beginning on      December 31                     (e.g., January 1st)
                   -------------------------------------
                          month              day

      and ending on     December 30
                   -------------------------------------
                         month              day

      EXCEPT that there will be a short Plan Year:

      a. [ ] N/A

      b. [X] beginning on   July 1, 2000                    (e.g., July 1, 2000)
                         -----------------------------------
                            month     day,     year

             and ending on  December 30, 2000
                           -------------------------------------
                            month     day,     year

      NOTE: The Limitation Year for Code Section 415 purposes shall be the same
            as the determination period for compensation (Section F1).

4.    PLAN NUMBER assigned by the Employer

      a. [ ] 001

      b. [X] 002

      c. [ ] 003

      d. [ ]Other 3 digit number:__________________

5.    PLAN ADMINISTRATOR'S NAME:

      (If none is specified below, the Employer will be deemed the Plan
      Administrator.)

            SCI Funeral & Cemetery Purchasing Cooperative, Inc.

<PAGE>

6.    CONSTRUCTION OF PLAN:

      This Plan shall be governed by the laws of the state or commonwealth where
      the Employer's principal place of business is located unless another state
      or commonwealth is specified below:

      __________________________________________________________________________
      (Name of State or Commonwealth)

7.    TRUSTEE(S) (if applicable) Shall a separate trust agreement be used with
      this plan?

      a. [ ] No

      b. [ ] Yes, the Flexinvest(R) Trust Agreement (required if the Plan holds
             assets other than the group annuity contract or individual life
             insurance policies).

      c. [X] Yes, the Flexinvest(R) Loan Trust Agreement (required if Plan
             allows Participant loans under Section K).

      NOTE:  If Yes is selected, an executed copy of the trust agreement between
             the Trustee(s) and the Employer must be attached to this Plan. The
             Plan and trust agreement will be read and construed together. The
             responsibilities, rights and powers of the Trustee(s) shall be
             those specified in the trust agreement.

C. ELIGIBILITY REQUIREMENTS

1.    ELIGIBLE EMPLOYEES (Plan Section 1.18)

      For all purposes of the Plan (unless elected otherwise in d. or e. below
      for Employer contributions) means all Employees (including Leased
      Employees) of the Employer who have satisfied eligibility requirements
      shall be eligible EXCEPT:

      NOTE: If different exclusions apply to Elective Deferrals than to other
            Employer contributions, complete part b. for the Elective Deferral
            component of the Plan and part g. for Employer contributions.

      a. [ ] N/A. No exclusions.

      b. [X] The following are excluded (select all that apply):

            1. [X] Union Employees (as defined in Plan Section 1.18)

            2. [ ] Non-resident aliens with no U.S. earned income sources (as
                   defined in Plan Section 1.18)

            3. [ ] Employees who became Employees as the result of a "Code
                   Section 410(b)(6)(C) transaction" (as defined in Plan Section
                   1.18)

            4. [ ] Salaried Employees

            5. [ ] Highly Compensated Employees

            6. [ ] Leased Employees

            7. [ ] Other:_____________________________________________

      HOWEVER, different exclusions will apply (select one):

      c. [X] N/A. The options elected in a. or b. above apply for all purposes
             of the Plan.

      d. [ ] For purposes of all Employer contributions (other than Elective
             Deferrals)...

      e. [ ] Only for purposes of Employer profit sharing contributions...

      IF d. or e. is selected, the following exclusions apply for such purposes
      (select f. or g.):

      f. [ ] N/A. No exclusions

      g. [ ] The following are excluded (select all the apply):

            1. [ ] Union Employees (as defined in Plan Section 1.18)

            2. [ ] Non-resident aliens with no U.S. earned income sources (as
                   defined in Plan Section 1.18)

            3. [ ] Employees who became Employees as the result of a "Code
                   Section 410(b)(6)(C) transaction" (as defined in Plan Section
                   1.18)

            4. [ ] Salaried Employees

            5. [ ] Highly Compensated Employees

            6. [ ] Leased Employees

            7. [ ] Other:_______________________________________

2.    THE FOLLOWING AFFILIATED EMPLOYER (Plan Section 1.6) will adopt this Plan
      as Participating Employers (if there is more than one, or if Affiliated
      Employers adopt this Plan after the date the Adoption Agreement is
      executed, attach a list to this Adoption Agreement of such Affiliated
      Employers including their names, addresses, Employer identification
      numbers and types of entity).

      a. [ ] N/A

      b. [X] Name of Participating Employer:   See attached list
            __________________________________________________________________

<PAGE>

            Taxpayer Identification Number: ________________________________

      c. [ ] TYPE OF ENTITY

            1. [ ] Corporation

                  a. [ ] Tax-exempt or non-profit

            2. [ ] Professional Service Corporation

            3. [ ] S Corporation

            4. [ ] Limited Liability Company that is taxed as:

                  a. [ ] a partnership or sole proprietorship

                  b. [ ] a Corporation

                  c. [ ] an S Corporation

            5. [ ] Sole Proprietorship

            6. [ ] Partnership

            7. [ ] Municipality: [ ] State [ ] Local

            8. [ ] Other:_______________________________________________

            NOTE: Employees of an Affiliated Employer that does not adopt this
            Adoption Agreement as a Participating Employer shall not be Eligible
            Employees. This Plan could violate the Code Section 410(b) coverage
            rules if all Affiliated Employers do not adopt the Plan.

3.    CONDITIONS OF ELIGIBILITY (Plan Section 3.1)

      Any Eligible Employee will be eligible to participate in the Plan upon
      satisfaction of the following:

      NOTE: If the Year(s) of Service selected is or includes a fractional year,
            an Employee will not be required to complete any specified number of
            Hours of Service to receive credit for such fractional year. If
            expressed in months of service, an Employee will not be required to
            complete any specified number of Hours of Service in a particular
            month, unless elected in b.4. or i.4. below.

      ELIGIBILITY FOR ALL PURPOSES OF THE PLAN (EXCEPT AS ELECTED IN e.-k. BELOW
      FOR EMPLOYER CONTRIBUTIONS) (select a. or all that apply of b., c., and
      d.):

      NOTE: If different conditions apply to Elective Deferrals than to other
            Employer contributions, complete this part a.-d. for the Elective
            Deferral component of the Plan and e.-k. for Employer contributions.

      a. [ ] No age or service required. (Go to e.-g. below)

      b. [X] Completion of the following service requirement which is based
             on Years of Service (or Periods of Service if the Elapsed Time
             Method is elected):

            1. [ ] No service requirement

            2. [ ] 1/2 Year of Service or Period of Service

            3. [ ] 1 Year of Service or Period of Service

            4. [ ] _____________ (not to exceed 1,000) Hours of Service within
                   ____________ (not to exceed 12) months from the Eligible
                   Employee's employment commencement date. (If an Employee does
                   not complete the stated Hours of Service during the specified
                   time period, the Employee is subject to the Year of Service
                   requirement in b.3. above.)

            5. [X] Other: 90 days of service
                   (may not exceed one (1) Year of Service or Period of Service)

      c. [ ] Attainment of age:

            1. [ ] No age requirement

            2. [ ] 20 1/2

            3. [X] 21

            4. [ ] Other: ___________________________________(may not exceed 21)

      d. [ ] The service and/or age requirements specified above shall be waived
             with respect to any Eligible Employee who was employed on__________
             (month, day, year) and such Eligible Employee shall enter the Plan
             as of such date.

             The requirements to be waived are (select one or both):

             1. [ ] service requirement (will let part-time Eligible Employees
                    in Plan)

             2. [ ] age requirement

      HOWEVER, DIFFERENT ELIGIBILITY CONDITIONS WILL APPLY (select one):

      e. [X] N/A. The options elected in a.-d. above apply for all purposes of
             the Plan.

      f. [ ] For purposes of all Employer contributions (other than Elective
             Deferrals)...

      g. [ ] Only for purposes of Employer profit sharing contributions...

<PAGE>

      If f. OR g. IS SELECTED, the following eligibility conditions apply for
      such purposes:

      h. [ ] No age or service requirements

      i. [ ] Completion of the following service requirement which is based on
             Years of Service (or Periods of Service if the Elapsed Time Method
             is elected):

            1.    [ ] No service requirement

            2.    [ ] 1/2 Year of Service or Period of Service

            3.    [ ] 1 Year of Service or Period of Service

            4.    [ ] _____________ (not to exceed 1,000) Hours of Service
                      within _____________ (not to exceed 12) months from the
                      Eligible Employee's employment commencement date.

            5.    [ ] 1 1/2 Years of Service or Periods of Service

            6.    [ ] 2 Years of Service or Periods of Service

            7.    [ ] Other:_______________________________________________
                      (may not exceed two (2) Years of Service or Periods
                      of Service)

            NOTE: If more than one (1) Year of Service is elected 100% immediate
                  vesting is required.

      j. [ ] Attainment of age:

            1.    [ ] No age requirement

            2.    [ ] 20 1/2

            3.    [ ] 21

            4.    [ ] Other: _______________________________(may not exceed 21)

      k. [ ] The service and/or age requirements specified above shall be
             waived with respect to any Eligible Employee who was
             employed________________ on (month, day, year) and such Eligible
             Employee shall enter the Plan as of such date.

             The requirements to be waived are (select one or both):

            1.    [ ] service requirement (will let part-time Eligible Employees
                      in Plan)

            2.    [ ] age requirement

4.    ENTRY DATE (EFFECTIVE DATE OF PARTICIPATION) (Plan Section 3.2)

      An Eligible Employee who has satisfied the eligibility requirements will
      become a Participant for all purposes of the Plan (except as elected in g.
      through n. below for Employer contributions):

      NOTE: If different entry dates apply to Elective Deferrals than to other
            Employer contributions, complete this part a. through f. for
            Employer contributions.

      a.    [ ] the day on which such requirements are satisfied.

      b.    [X] the first day of the month coinciding with or next following the
                date on which such requirements are satisfied.

      c.    [ ] the first day of the Plan Year quarter coinciding with or next
                following the date on which such requirements are satisfied.

      d.    [ ] the earlier of the first day of the seventh month or the first
                day of the Plan Year coinciding with or next following the date
                on which such requirements are satisfied.

      e.    [ ] the first day of the Plan Year next following the date on which
                such requirements are satisfied. (Eligibility must be 1/2 Year
                of Service (or Period of Service) or less and age must be 20 1/2
                or less.)

      f.    [ ] other:________________________________________________________ ,
                provided that an Eligible Employee who has satisfied the maximum
                age (21) and service requirements (one (1) Year or Period of
                Service) and who is otherwise entitled to participate, shall
                commence participation no later than the earlier of (a) 6 months
                after such requirements are satisfied, or (b) the first day of
                the first Plan Year after such requirements are satisfied,
                unless the Employee separates from service before such
                participation date.

      HOWEVER, different entry dates will apply (select one):

      g.    [X] N/A. The options elected in a. through f. above apply for all
                purposes of the Plan.

      h.    [ ] For purposes of all Employer contributions (other than Elective
                Deferrals).

      i.    [ ] Only for purposes of Employer profit sharing contributions...

      IF h. OR i. IS SELECTED, the following entry dates apply for such purposes
      (select one):

      j.    [ ] the first day of the month coinciding with or next following the
                date on which such requirements are satisfied.

      k.    [ ] the first day of the Plan Year quarter coinciding with or next
                following the date on which such requirements are satisfied.

      l.    [ ] the earlier of the first day of the seventh month or the first
                day of the Plan Year coinciding with or next following the date
                on which such requirements are satisfied.

      m.    [ ] the first day of the Plan Year next following the date on which
                such requirements are satisfied. (Eligibility must be 1/2 (or 1
                1/2 if 100% immediate Vesting is selected) Year of Service (or
                Period of Service) or less and age must be 20 1/2 or less).

      n.    [ ] Other: ________________________________________________________,
                provided that an Eligible Employee who has satisfied the maximum
                age (21) and service requirements (one (1) Year or Period of
                Service (or more than one (1) year if full and immediate
                vesting)) and who is otherwise
<PAGE>

            entitled to participate, shall commence participation no later than
            the earlier of (a) 6 months after such requirements are satisfied,
            or (b) the first day of the first Plan Year after such requirements
            are satisfied, unless the Employee separates from service before
            such participation date.

D. SERVICE

1.    RECOGNITION OF SERVICE WITH PREDECESSOR EMPLOYER (Plan Sections 1.61 and
      1.91)

      a.    [X] No service with a predecessor employer shall be recognized.

      b.    [ ] Service with ___________________________________________________
                will be recognized except as follows (select 1. or all that
                apply of 2. through 4.):

                1. [ ] N/A, no limitations.

                2. [ ] service will only be recognized for vesting purposes.

                3. [ ] service will only be recognized for eligibility purposes.

                4. [ ] service prior to _____________________will not be
                       recognized.

                NOTE: If the predecessor Employer maintained this qualified
                      Plan, then Years of Service (and/or Periods of Service)
                      with such predecessor Employer shall be recognized
                      pursuant to Plan Sections 1.61 and 1.91 and b.1. will
                      apply.

2.    SERVICE CREDITING METHOD (Plan Sections 1.61 and 1.91)

      a.    [X] Hours of Service Method shall be used for all purposes,
                except eligibility to participate

                1. [ ] Eligibility to participate in the Plan: the
                       eligibility computation period after the initial
                       eligibility computation period shall (select one)...

                   a.    [ ] shift to the Plan Year after the initial
                             computation period.

                   b.    [ ] be based on the date an Employee first performs an
                             Hour of Service (initial computation period) and
                             subsequent computation periods shall be based on
                             each anniversary date thereof.

                2. [X] Hours of Service for all employees will be determined on
                       the basis of (select one):

                   a.    [X] actual hours for which an Employee is paid or
                             entitled to payment.

                   b.    [ ] days worked. An Employee will be credited with ten
                             (10) Hours of Service if under the Plan such
                             Employee would be credited with at least one (1)
                             Hour of Service during the day.

                   c.    [ ] weeks worked. An Employee will be credited with
                             forty-five (45) Hours of Service if under the Plan
                             such Employee would be credited with at least one
                             (1) Hour of Service during the week.

                   d.    [ ] semi-monthly payroll periods worked. An Employee
                             will be credited with ninety-five (95) Hours of
                             Service if under the Plan such Employee would be
                             credited with at least one (1) Hour of Service
                             during the semi-monthly payroll period.

                   e.    [ ] months worked. An Employee will be credited with
                             one hundred ninety (190) Hours of Service if under
                             the Plan such Employee would be credited with at
                             least one (1) Hour of Service during the month.

      b.    [X] Elapsed Time Method shall be used for all purposes of
                determining eligibility participate.

E.    VESTING (Plan Section 6.4(b))

1.    VESTING FOR EMPLOYER CONTRIBUTIONS (other than employer matching
      contributions). The vesting schedule, based on a Participant's Years of
      Service (or Periods of Service if the Elapsed Time Method is elected),
      shall be as follows:

      a. [ ] 100% upon entering Plan. (Required if eligibility requirement is
             greater than one (1) Year of Service or Period of Service.)

      b. [X] 3 Year Cliff:                  c. [ ] 5 Year Cliff:
                0-2 years     0%                        0-4 years       0%
                  3 years   100%                          5 years     100%

      d. [ ] 6 Year Graded:                 e. [ ] 4 Year Graded:
                0-1  year     0%                          1 year       25%
                  2 years    20%                          2 years      50%
                  3 years    40%                          3 years      75%
                  4 years    60%                          4 years     100%
                  5 years    80%
                  6 years   100%

<PAGE>

      f.  [ ] 5 Year Graded:                g. [ ] 7 Year Graded:
                   1 year     20%                        0-2 years       0%
                   2 years    40%                          3 years      20%
                   3 years    60%                          4 years      40%
                   4 years    80%                          5 years      60%
                   5 years   100%                          6 years      80%
                                                           7 years     100%

      h.  [ ] Other (Must be at least as liberal as either c. or g. above):

                Years of Service                     Percentage
            ___________________________         ________________________
            ___________________________         ________________________
            ___________________________         ________________________
            ___________________________         ________________________
            ___________________________         ________________________
            ___________________________         ________________________
            ___________________________         ________________________

      VESTING FOR EMPLOYER MATCHING CONTRIBUTIONS

      The vesting schedule for Employer matching contributions, based on a
      Participant's Years of Service (or Periods of Service if the Elapsed Time
      Method is elected) shall be as follows:

      i. [X] N/A. There are no matching contributions subject to a vesting
             schedule OR the schedule in a. through h. above shall also apply to
             matching contributions.

      j. [ ] 100% upon entering Plan. (Required if eligibility requirement is
             greater than one (1) Year of Service or Period of Service.)

      k. [ ] 3 Year Cliff

      l. [ ] 5 Year Cliff

      m. [ ] 6 Year Graded

      n. [ ] 4  Year Graded

      o. [ ] 5 Year Graded

      p. [ ] 7 Year Graded

      q. [ ] Other (Must be at least as liberal as either l. or p. above):

                Years of Service                     Percentage
            ___________________________         ________________________
            ___________________________         ________________________
            ___________________________         ________________________
            ___________________________         ________________________
            ___________________________         ________________________
            ___________________________         ________________________
            ___________________________         ________________________

2.    FOR AMENDED PLANS (Plan Section 6.4(f))

      If the vesting schedule has been amended to a less favorable schedule,
      enter the pre-amended schedule below:

      a. [X] Vesting schedule has not been amended.

      b. [ ] Vesting schedule has been amended; amended schedule is more
             favorable in all years.

      c. [ ] Vesting schedule has been amended; amended schedule is not more
             favorable in all years. Prior vesting schedule was:

                Years of Service                     Percentage
            ___________________________         ________________________
            ___________________________         ________________________
            ___________________________         ________________________
            ___________________________         ________________________
            ___________________________         ________________________
            ___________________________         ________________________
            ___________________________         ________________________

<PAGE>

3.    TOP-HEAVY VESTING (Plan Section 6.4(c))

      If this Plan becomes a Top-Heavy Plan, the following vesting schedule,
      based on number of Years of Service (or Periods of Service if the Elapsed
      Time Method is elected), shall apply and shall be treated as a Plan
      amendment pursuant to this Plan. Once effective, this schedule shall also
      apply to any contributions made before the Plan became a Top-Heavy Plan
      and shall continue to apply if the Plan ceases to be a Top-Heavy Plan
      unless an amendment is made to change the vesting schedule.

      a. [ ] N/A (the regular vesting schedule already satisfies one of the
             minimum top heavy schedules).

      b. [ ] 6 Year Graded:
              0-1 year           0%
                2 years         20%
                3 years         40%
                4 years         60%
                5 years         80%
                6 years        100%

      c. [X] 3 Year Cliff:
              0-2 years          0%
              3   years        100%

      d. [ ] Other (Must be at least as liberal as either b. or c. above):

                 Years of Service                     Percentage
            ___________________________         ________________________
            ___________________________         ________________________
            ___________________________         ________________________
            ___________________________         ________________________
            ___________________________         ________________________
            ___________________________         ________________________
            ___________________________         ________________________

      NOTE: This Section does not apply to the account balances of any
            Participant who does not have an Hour of Service after the Plan has
            initially become Top-Heavy. Such Participant's Account balance
            attributable to Employer contributions and Forfeitures will be
            determined without regard to this Section.

4.    EXCLUDED VESTING SERVICE (select all that apply):

      a. [ ] No exclusions.

      b. [ ] Service prior to the Effective Date of the Plan or a predecessor
             plan.

      c. [X] Service prior to the time an Employee has attained age 18.

      d. [ ] Service during which mandatory employee contributions were not
             made.

5.    NORMAL RETIREMENT AGE ("NRA") (Plan Section 1.45) means the:

      a. [ ] date of a Participant's _______ birthday (not to exceed 65th).

      b. [X] later of a Participant's 65 birthday (not to exceed 65th) or

            1. [X] the 3rd (not to exceed 5th) anniversary of the first day
                   of the Plan Year in which participation in the Plan
                   commenced.

            2. [ ] the ____________ (not to exceed 5th) anniversary of the
                   Participant's date of hire with the Employer, but in no event
                   later than the 5th anniversary of the first day of the Plan
                   Year in which participation in the Plan commenced.

6.    EARLY RETIREMENT DATE (Plan Section 1.15) means the (elect one):

      a. [X] N/A. No Early Retirement provision provided.

      b. [ ] date on which a Participant...

      c. [ ] first day of the month coinciding with or next following the date
             on which a Participant...

      AND, if b. or c. is selected...

      d. [ ] attains age __________.

      e. [ ] attains age __________ and completes at least _______ Years of
             Service (or Periods of Service) for vesting purposes.

      f. [ ] attains age __________ and completes at least _______ Years of
             Participation in the Plan.

7.    DETERMINATION OF DISABILITY

<PAGE>

      a. [ ] If entitled to disability benefits under the Federal Social
             Security Act.

      b. [ ] Determined by the Company in accordance with its normal personnel
             practice applied in a uniform and nondiscriminatory manner.

      c. [ ] Determined by the Company in accordance with the collective
             bargaining agreement.

      d. [ ] If entitled to disability benefits under the Company's Long Term
             Disability Insurance Plan.

      e. [ ] Not Applicable. Disability Retirement is not allowed.

F. COMPENSATION

1.    COMPENSATION (Plan Section 1.11) with respect to any Participant means:

      a. [ ] Wages, tips and other compensation on Form W-2.

      b. [ ] Section 3401(a) wages (wages for withholding purposes).

      c. [X] 415 safe-harbor compensation.

      COMPENSATION shall be based on the following determination period (select
      one):

      d. [ ] the Plan Year.

      e. [X] the calendar year beginning within the Plan Year.

      AND,

      f. [X] compensation paid during the determination period prior to the
             Employee's Effective Date of Participation shall be excluded and
             compensation during the period prior to the date the Employee first
             commences elective deferrals shall be excluded.

      ADJUSTMENTS TO COMPENSATION

      g. [ ] N/A. No adjustments.

      h. [ ] Compensation for Employer contribution and forfeiture allocation
             purposes other than salary deferral and matching contribution
             purposes shall be adjusted by: (select all that apply)

            1.[X] including compensation which is not currently includible
                  in the Participant's gross income by reason of the application
                  of Code Sections 125 (cafeteria plan), 132(f)(4) (qualified
                  transportation fringe), 402(e)(3) (401(k) plan), 402(h)(1)(B)
                  (simplified employee pension plan), 414(h) (employer pickup
                  contributions under a governmental plan), 403(b) (tax
                  sheltered annuity) or 457(b) (eligible deferred compensation
                  plan)

            2.[X] excluding reimbursements or other expense allowances,
                  fringe benefits (cash or non-cash), moving expenses, deferred
                  compensation (other than deferrals specified in 1. above) and
                  welfare benefits

            3.[ ] excluding Compensation paid during the determination
                  period while not a Participant in the component of the Plan
                  for which the definition is being used

            4.[ ] excluding overtime

            5.[ ] excluding bonuses

            6.[ ] excluding commissions

            7.[ ] other:______________________________________________________

            NOTE: Options 4., 5., 6. or 7. may not be selected if an integrated
                  allocation formula is selected (i.e., if 33.f. is selected).
                  In addition, if 4., 5., 6., or 7. is selected, the definition
                  of Compensation could violate the nondiscrimination rules.

      HOWEVER, FOR SALARY DEFERRAL AND MATCHING PURPOSES Compensation shall be
      adjusted by (for such purposes, the Plan automatically includes Elective
      Deferrals and other amounts above) (select all that apply):

      i. [ ] N/A. No adjustments

      j. [X] Same adjustment as in h.2. through h.7. above.

      k. [ ] Compensation shall be adjusted by:

            1.[ ] excluding reimbursements or other expense allowances, fringe
                  benefits (cash or non-cash), moving expenses, deferred
                  compensation (other than deferrals specified in h.1. above) to
                  a qualified plan and welfare benefits.

            2.[ ] excluding overtime

            3.[ ] excluding bonuses

            4.[ ] excluding commissions

            5.[ ] other:________________________________________________________

            NOTE: If 2., 3., 4. or 5. are elected, the average includible
                  Compensation percentage for eligible Highly Compensated
                  Employees cannot exceed the average includible Compensation
                  percentage for eligible Non-highly Compensated Employees by
                  more than a de minimis amount as described in regulations
                  under Section 414(s) of the Code.

<PAGE>

G. CONTRIBUTIONS AND ALLOCATIONS

1.    SALARY REDUCTION ARRANGEMENT - ELECTIVE DEFERRALS (Plan Section 12.2)
      Each Participant may elect to have Compensation deferred by:

      a. [ ] up to the maximum percentage allowable not to exceed the limits
             of Code Section 401(k), 402(g), 404 and 415.

      b. [X] up to 15%. But effective January 1, 2002, up to 50%

      For bonuses paid within the Plan Year MAY PARTICIPANTS make a special
      salary deferral election with respect to bonuses?

      c. [X] No (same salary reduction election as other Compensation)

      d. [ ] Yes, a Participant may elect to defer up to __________% of any
             bonus.

      PARTICIPANTS MAY initially commence salary deferrals:

      e. [ ] on their Entry Date or the first payroll period following their
             Entry Date.

      f. [ ] on the first day of the month coincident with or next following
             their Entry Date.

      g. [ ] on the first day of each Plan Year quarter coincident with or
             next following their Entry Date.

      h. [ ] on the first day of the Plan Year or the first day of the 7th
             month of the Plan Year coincident with or next following their
             Entry Date.

      i. [X] other: the first payroll period immediately following the Entry
             Date
                  -------------------------------------------------------------
                           (specify a date or dates)

      PARTICIPANTS MAY modify salary deferral elections:

      j. [ ] as of each payroll period

      k. [ ] on the first day of each month

      l. [ ] on the first day of each Plan Year quarter

      m. [ ] on the first day of the Plan Year or the first day of the 7th
             month of the Plan Year.

      n. [X] other: At any time
                    ---------------------------------------------------------
                           (specify a date or dates)

      AUTOMATIC ENROLLMENT: Shall Participants who do not affirmatively elect to
      receive cash or have a specified amount contributed to the Plan
      automatically have Compensation reduced?

      o. [ ] No.

      p. [X] Yes, by 3% of Compensation, provided that such enrollment is
             permissible under the laws of the state in which the Participants
             are employed in.

      SHALL THERE BE a special effective date for the salary deferral component
      of the Plan?

      q. [X] No

      r. [ ] Yes, the effective date of the salary deferral component of the
             Plan is _______________________________(enter month, day and year).

2.    401(k) SAFE HARBOR PLAN PROVISIONS (Plan Section 12.8)Will the ADP
      and/or ACP test safe harbor provisions be used? (select a., b. or c.)

      a. [X] No. (If selected, skip to Section G3)

      b. [ ] Yes, but only the ADP Test Safe Harbor provisions will be used.
             (No employer matching contributions or non-Safe Harbor matching
             contribution formula elected.)

      c. [ ] Yes, both the ADP and ACP Test Safe Harbor provisions will be
             used.

             IF c. above is selected, does the Plan permit matching
             contributions in addition to any safe harbor contributions elected
             in d. or e. below?

            1.[ ] No or N/A. Any matching contributions, other than any Safe
                  Harbor Matching Contributions elected in d. below, will be
                  suspended in any Plan Year in which the safe harbor provisions
                  are used.

            2.[ ] Yes, the Employer may make matching contributions in addition
                  to any Safe Harbor Matching contributions elected in d. below.
                  (If elected, complete the provisions of the Adoption Agreement
                  related to matching contributions in Sections G3 and G4 that
                  will apply in addition to any elections made in d. below.

            NOTE: Regardless of any election made in Section G3, the Plan
                  automatically provides that only Elective Deferrals up to 6%
                  of Compensation are taken into account in applying the match
                  set forth in

<PAGE>

                  Section G3 and that the maximum discretionary matching
                  contribution that may be made on behalf of any Participant is
                  4% of Compensation.

      THE EMPLOYER WILL MAKE THE FOLLOWING ADP TEST SAFE HARBOR CONTRIBUTION FOR
      THE PLAN YEAR:

      NOTE: The ACP Test Safe Harbor is automatically satisfied if the only
      matching contribution made to the Plan is either (1) a Basic Matching
      Contribution or (2) an Enhanced Matching Contribution that does not
      provide a match on Elective Deferrals in excess of 6% of Compensation.

      d. [ ] Safe Harbor Matching Contribution (select 1. or 2. AND 3.)

            1.[ ] BASIC MATCHING CONTRIBUTION. The Employer will make
                  Matching Contributions to the account of each "Eligible
                  Participant" in an amount equal to the sum of 100% of the
                  amount of the Participant's Elective Deferrals that do not
                  exceed 3% of the Participant's Compensation, plus 50% of the
                  amount of the Participant's Elective Deferrals that exceed 3%
                  of the Participant's Compensation but that do not exceed 5% of
                  the Participant's Compensation.

            2.[ ] ENHANCED MATCHING CONTRIBUTION. The Employer will make
                  Matching Contributions to the account of each "Eligible
                  Participant" in an amount equal to the sum of:

                  a. [ ] _________% (may not be less than 100%) of the
                        Participant's Elective Deferrals that do not exceed
                        _________% (if over 6% or if left blank, the ACP test
                        will still apply) of the Participant's Compensation,
                        plus, if applicable,

                  b. [ ] _________% of the Participant's Elective Deferrals
                        that exceed

                        _________% of the Participant's Compensation but do not
                        exceed

                        _________% (if over 6% or if left blank the ACP test
                        will still apply) of the Participant's Compensation.

                  NOTE: a. and b. must be completed so that, at any rate of
                        Elective Deferrals, the matching contribution is at
                        least equal to the matching contribution receivable if
                        the Employer were making Basic Matching Contributions,
                        but the rate of match cannot increase as deferrals
                        increase. For example, if a. is completed to provide a
                        match equal to 100% of deferrals up to 4% of
                        Compensation, then b. need not be completed.

            3.[ ] The safe harbor matching contribution will be made on the
                  following basis (and Compensation for such purpose will be
                  based on the applicable period):

                  a. [ ] the entire Plan Year.

                  b. [ ] each payroll period.

                  c. [ ] all payroll periods ending with or within each month.

                  d. [ ] all payroll periods ending with or within the Plan
                         Year quarter.

      e. [ ] NON-ELECTIVE SAFE HARBOR CONTRIBUTIONS (select one):

            1. [ ] The Employer will make a Safe Harbor Non-elective
                   Contribution to the account of each "Eligible Participant" in
                   an amount equal to __________% (may not be less than 3%) of
                   the Employee's Compensation for the Plan Year.

            2. [ ] The Employer will make a Safe Harbor Non-elective
                   Contribution to another defined contribution plan maintained
                   by the Employer (specify the name of the other plan):_______
                   ___________________________________________________________.


      f. [ ] FOR PURPOSES OF THE ADP Test Safe Harbor contribution, the term
             "Eligible Participant" means any Participant who is eligible to
             make Elective Deferrals with the following exclusions:

            1.[ ] Highly Compensated Employees.

            2.[ ] Employees who have not satisfied the greatest minimum age
                  and service conditions permitted under Code Section 410(a).

            3.[ ] Other:___________________________________________________
                  (must be a category that could be excluded under the
                  permissive or mandatory disaggregation rules of Regulations
                  1.401(k)-1(b)(3) and 1.401(m)-1(b)(3)).

            SPECIAL EFFECTIVE DATE OF ADP AND ACP TEST SAFE HARBOR PROVISIONS

            4.[ ] N/A. The safe harbor provisions are effective as of the
                  later of the Effective Date of this Plan or, if this is an
                  amendment or restatement, the effective date of the amendment
                  or restatement.

<PAGE>

            5.[ ] The ADP and/or ACP Test Safe Harbor provisions are
                  effective for the Plan Year beginning________________________
                  (enter the first day of the Plan Year for which the provisions
                  are (or, for GUST updates, were) effective and, if necessary,
                  enter any other special effective dates that apply with
                  respect to the provisions).

3.    FORMULA FOR DETERMINING EMPLOYER MATCHING CONTRIBUTIONS (Plan Section
      12.1(a)(2)) (Choose one):

      NOTE: Regardless of any election below, if the ACP test safe harbor is
      being used (i.e., Section G2.c. is selected), then the Plan automatically
      provides that only Elective Deferrals up to 6% of Compensation are taken
      into account in applying the match set forth below and that the maximum
      discretionary matching contribution that may be made on behalf of any
      Participant is 4% of Compensation.

      a. [ ] N/A.There will not be any matching contributions(Skip to Section
             G5)

      b. [ ] The Employer ... (select 1. or 2.)

            1. [ ] may make matching contributions equal to a discretionary
                   percentage, to be determined by the Employer, of the
                   Participant's Elective Deferrals.

            2. [ ] will make matching contributions equal to _________%
                   (e.g., 50) of the Participant's Elective Deferrals, plus:

                   a. [ ] N/A.

                   b. [ ] an additional discretionary percentage, to be
                          determined by the Employer.

            AND, in determining the matching contribution above, only Elective
            Deferrals up to the percentage or dollar amount specified below will
            be matched: (select 3. and/or 4. OR 5.)

            3. [ ] __________ % of a Participant's Compensation.

            4. [ ] $_______________.

            5. [ ] a discretionary percentage of a Participant's Compensation
                   or a discretionary dollar amount, the percentage or dollar
                   amount to be determined by the Employer on a uniform basis to
                   all Participants.

      c. [ ] The Employer may make matching contributions equal to a
             discretionary percentage, to be determined by the Employer, of each
             tier, to be determined by the Employer, of the Participant's
             Elective Deferrals.

      d. [ ] The Employer will make matching contributions equal to the sum
             of:

<TABLE>
<CAPTION>
     Elective Deferrals and
Participant Matched Contributions         Percentage Match                      Limit
---------------------------------         ----------------                      -----
<S>                                     <C>                        <C>
Over 1% up to 2% of Compensation        ___________________%      up to  _____________________
Over 2% up to 3% of Compensation        ___________________%      up to  _____________________
Over 3% up to 4% of Compensation        ___________________%      up to  _____________________
Over 4% up to 5% of Compensation        ___________________%      up to  _____________________
Over 5% up to 6% of Compensation        ___________________%      up to  _____________________
Over 6% up to 7% of Compensation        ___________________%      up to  _____________________
Over 7% up to 8% of Compensation        ___________________%      up to  _____________________
Over 8% up to 9% of Compensation        ___________________%      up to  _____________________
Over 9% up to 10% of Compensation       ___________________%      up to  _____________________
Over 10% of Compensation                ___________________%      up to  _____________________
Effective January 1, 2001
</TABLE>

      e. [X] The Employer will make matching contributions equal to the
             percentage of Elective Deferrals determined under the following
             schedule based on a Participant's Years of Service for Vesting
             purposes (or Periods of Service if the Elapsed Time Method is
             selected):

<TABLE>
<CAPTION>
  Participant's Total
        Service                   Matching Percentage                        Limit
        -------                   -------------------                        -----
<S>                          <C>                                <C>
     0-5                                 75%                    up to         6%

     6-10                               110%                    up to         6%

     11 or more                         135%                    up to         6%

_____________________        _____________________________      up to____________________

_____________________        _____________________________      up to____________________

_____________________        _____________________________      up to____________________
</TABLE>

<PAGE>

      NOTE: If c., d. or e. above is elected, the Plan may violate the Code
            Section 401(a)(4) nondiscrimination requirements if the rate of
            matching contributions increases as a Participant's Elective
            Deferrals or Years of Service (or Periods of Service) increase.

      Only Elective Deferrals up to 6% of Compensation will e considered for
      matching contributions

      PERIOD OF DETERMINING MATCHING CONTRIBUTIONS Matching contributions will
      be determined based on Elective Deferrals made during the following pay
      period (and any Compensation or dollar limitation used in determining the
      match will be based on the applicable period):

      f. [ ] the entire Plan Year (must elect if Participant is required to be
             actively employed on last day of Plan Year to receive matching
             contributions).

      g. [ ] each payroll period.

      h. [ ] all payroll periods ending within each month.

      i. [ ] all payroll periods ending with or within the Plan Year quarter.

      Other: entire calendar year during which Participant was eligible to
      participate, except that compensation paid prior to the date the Employee
      first commences elective deferrals shall be excluded.

      THE MATCHING CONTRIBUTION MADE ON BEHALF OF ANY PARTICIPANT for any Plan
      Year will not exceed:

      j. [X] N/A, no dollar limit is imposed.

      k. [ ] $_______________.

      MATCHING CONTRIBUTIONS WILL BE MADE ON BEHALF OF:

      l. [X] all Participants.

      m. [ ] only eligible Non-Highly Compensated Employees.

      WILL THE MATCHING CONTRIBUTIONS BE QUALIFIED MATCHING CONTRIBUTIONS?

      n. [X] No.

      o. [ ] Yes. If elected, ALL matching contributions will be fully Vested
             and will be subject to restrictions on withdrawals. In addition,
             Qualified Matching Contributions may be used in either the ADP or
             ACP test.

4.    ONLY PARTICIPANTS WHO SATISFY THE FOLLOWING CONDITIONS WILL BE ELIGIBLE TO
      SHARE IN THE ALLOCATION OF MATCHING CONTRIBUTIONS:

      REQUIREMENTS FOR PARTICIPANTS WHO ARE ACTIVELY EMPLOYED AT THE END OF THE
      PLAN YEAR.

      a. [ ] N/A.

      b. [X] No service requirement (must be elected if the match is not based
             on the entire Plan Year).

      c. [ ] A Participant must complete a Year of Service (or Period of
             Service if the Elapsed Time Method is elected). (May cause Plan to
             violate coverage requirements under Code Section 410(b)).

      REQUIREMENTS FOR PARTICIPANTS WHO ARE NOT ACTIVELY EMPLOYED AT THE END OF
      THE PLAN YEAR

      (except as otherwise provided in h. through j. below).

      d. [ ] A Participant must complete more than __________ Hours of Service
             (not more than 1,000). If the Elapsed Time Method is elected,
             ________ months of service (not more than six (6)).

      e. [ ] A Participant must complete a Year of Service (or Period of
             Service if the Elapsed Time Method is elected).

      f. [ ] Participants will NOT share in such allocations, regardless of
             service.

      g. [X] Participants will share in such allocations, regardless of
             service (must be elected if the match is not based on the entire
             Plan Year).

      PARTICIPANTS WHO ARE NOT ACTIVELY EMPLOYED AT THE END OF THE PLAN YEAR due
      to the following shall be eligible to share in the allocation of matching
      contributions regardless of the above conditions (select all that apply):

      h. [ ] Death.

      i. [ ] Total and Permanent Disability.

      j. [ ] Attainment of Early or Normal Retirement.

5.    FORMULA FOR DETERMINING EMPLOYER'S PROFIT SHARING CONTRIBUTION (Plan
      Section 12.1(a)(3)) (d. may be selected in addition to b. or c.)

      a. [ ] N/A. No Employer Profit Sharing Contributions may be made (other
             than top heavy minimum contributions)(Skip to Section G6.)

      b. [X] Discretionary, to be determined by the Employer, not limited to
             current or accumulated Net Profits.

      c. [ ] Prevailing Wage Contribution. The Employer will make a Prevailing
             Wage Contribution on behalf of each Participant who performs
             services subject to the Service Contract Act, Davis-Bacon Act or
             similar Federal, State, or Municipal Prevailing Wage statutes. The
             Prevailing Wage Contribution shall be an amount equal to the
             balance of the fringe benefit payment for health and welfare for
             each Participant (after deducting the cost of cash differential
             payments for the Participant) based on the hourly contribution rate
             for the Participant's employment classification, as designated on
             Schedule A as attached to this Adoption Agreement. Notwithstanding
             anything in the Plan to the contrary, the Prevailing Wage
             Contribution shall be fully Vested.

<PAGE>

            Furthermore, the Prevailing Wage Contribution shall not be subject
            to any age or service requirements set forth in Section C. nor to
            any service or employment conditions set forth in Section G7.

      CONTRIBUTION ALLOCATIONS

      If b. above is selected, the Employer's discretionary profit sharing
      contribution for a Plan Year will be allocated as follows:

      d. [X] NON-INTEGRATED ALLOCATION

            1. [X] In the same ratio as each Participant's Compensation bears
                   to the total of such Compensation of all Participants.

            2. [ ] In the same dollar amount to all Participants (per
                   capita).

            3. [ ] In the same dollar amount per Hour of Service completed by
                   each Participant.

            4. [ ] In the same proportion that each Participant's points
                   bears to the total of such points of all Participants. A
                   Participant's points with respect to any Plan Year shall be
                   computed as follows (select all that apply):

                  a. [ ] _____ point(s) shall be allocated for each Year of
                        Service (or Period of Service if the Elapsed Time Method
                        is elected). However, the maximum Years of Service (or
                        Periods of Service) taken into account shall not exceed
                        ________ (leave blank if no limit on service applies).

                  b. [ ] _____ point(s) shall be allocated for each full
                        $_________ (may not exceed $200) of Compensation.

                  c. [ ] _____ point(s) shall be allocated for each year of
                        age as of the end of the Plan Year.

      e. [ ] INTEGRATED ALLOCATION

            In accordance with Plan Section 4.3(b)(2) based on a Participant's
            Compensation in excess of:

            1. [ ] The Taxable Wage Base.

            2. [ ] __________% (not to exceed 100%) of the Taxable Wage Base.
                   (See Note below)

            3. [ ] 80% of the Taxable Wage Base plus $1.00.

            4. [ ] $_______________ (not greater than the Taxable Wage Base).
                   (See Note below)

            NOTE: The integration percentage of 5.7% shall be reduced to:

                  1.    4.3% if 2. or 4. above is more than 20% and less than or
                        equal to 80% of the Taxable Wage Base.

                  2.    5.4% if 3. is elected or if 2. or 4. above is more than
                        80% of the Taxable Wage Base.

      f. [ ] OFFSET OF ALLOCATIONS for Prevailing Wage Contributions

            1. [ ] No or N/A. (if b. above is selected, then the Prevailing
                   Wage Contribution will be added to amounts allocated pursuant
                   to c. or d. above).

            2. [ ] Yes, the amounts allocated or contributed on behalf of a
                   Participant for a Plan Year pursuant to c. or d. above be
                   reduced by the Prevailing Wage Contribution made on behalf of
                   a Participant for the Plan Year pursuant to b. above.

6.    QUALIFIED NON-ELECTIVE CONTRIBUTIONS (PLAN SECTION 12.1(A)(4))

      NOTE: Regardless of any election made in this Section, the Plan
      automatically permits Qualified Non-Elective Contributions to correct a
      failed ADP or ACP test.

      a. [X] N/A. There will be no additional Qualified Non-Elective
             Contributions except as otherwise provided in the Plan.

      b. [ ] The Employer will make a Qualified Non-Elective Contribution
             equal to __________% of the total Compensation of those
             Participants eligible to share in the allocations.

      c. [ ] The Employer may make a Qualified Non-Elective Contribution in an
             amount to be determined by the Employer, to be allocated in
             proportion to the Compensation of those Participants eligible to
             share in the allocations (pro rata).

      d. [ ] The Employer may make a Qualified Non-Elective Contribution in an
             amount to be determined by the Employer, to be allocated equally to
             all Participants eligible to share in the allocations (per capita).

            AND, if b., c. or d. is selected, the Qualified Non-Elective
            Contributions above will be made on behalf of:

            1. [ ] all Participants.

            2. [ ] only Non-Highly Compensated Employees.

<PAGE>

7.    REQUIREMENTS TO SHARE IN ALLOCATIONS OF EMPLOYER DISCRETIONARY PROFIT
      SHARING CONTRIBUTIONS AND QUALIFIED NON-ELECTIVE CONTRIBUTIONS (PLAN
      SECTION 12.1(A)(4)) IF ELECTED ABOVE

      a. [ ] N/A. Plan does not permit such contributions.

      b. [X] Requirements for Participants who are actively employed at the
             end of the Plan Year.

            1. [X] No service requirement.

            2. [ ] A Participant must complete a Year of Service (or Period
                   of Service if the Elapsed Time Method is elected). (Could
                   cause Plan to violate coverage requirements under Code
                   Section 410(b)).

      REQUIREMENTS FOR PARTICIPANTS WHO ARE NOT ACTIVELY EMPLOYED AT THE END OF
      THE PLAN YEAR (except as otherwise provided in g. through i. below).

      c. [ ] A Participant must complete more than __________ Hours of Service
             (not more than 1000). (If the Elapsed Time Method is elected, a
             Participant must complete not more than six (6) months of service.)

      d. [ ] A Participant must complete a Year of Service (or Period of
             Service if the Elapsed Time Method is elected).

      e. [X] Participants will NOT share in such allocations, regardless of
             service.

      f. [ ] Participants will share in such allocations, regardless of
             service.

      PARTICIPANTS WHO ARE NOT ACTIVELY EMPLOYED AT THE END OF THE PLAN YEAR due
      to the following will be eligible to share in the allocations regardless
      of the above conditions (select all that apply):

      g. [ ] Death

      h. [ ] Total and Permanent Disability

      i. [ ] Attainment of Early or Normal Retirement.

8.    REQUIREMENTS TO SHARE IN ALLOCATIONS OF FORFEITURES OF EMPLOYER PROFIT
      SHARING AND MATCHING CONTRIBUTIONS

      a. [ ] N/A. Plan does not permit such contributions.

      b. [X] Requirements for Participants who are actively employed at the
             end of the Plan Year.

            1. [X] No service requirement

            2. [ ] A Participant must complete a Year of Service (or Period
                   of Service if the Elapsed Time Method is elected). (Could
                   cause Plan to violate coverage requirements under Code
                   Section 410(b).

      REQUIREMENTS FOR PARTICIPANTS WHO ARE NOT ACTIVELY EMPLOYED AT THE END OF
      THE PLAN YEAR (except as otherwise provided in g. through i. below).

      c. [ ] A Participant must complete more than ___________ Hours of
             Service (not more than 1000). If the Elapsed Time Method is
             elected, a Participant must complete ___________ months of service
             (not more than six (6)).

      d. [ ] A Participant must complete a Year of Service (or Period of
             Service is the Elapsed Time Method is elected).

      e. [X] Participants will NOT share in such allocations, regardless of
             service.

      f. [ ] Participants will share in such allocations, regardless of
             service.

      PARTICIPANTS WHO ARE NOT ACTIVELY EMPLOYED AT THE END OF THE PLAN YEAR due
      to the following will be eligible to share in the allocations regardless
      of the above conditions (select all that apply):

      g. [ ] Death

      h. [ ] Total and Permanent Disability

      i. [ ] Attainment of Early or Normal Retirement.

9.    FORFEITURES (Plan Sections 4.3(e))

      Forfeitures of profit sharing contributions will be...

      a. [X] applied first to reduce expenses related to the administration of
             the Plan and then to reduce any Employer contributions. (Elect this
             only if plan expenses are billed to the Employer)

      b. [ ] applied to reduce any Employer contributions. (Elect this only if
             plan expenses are deducted from Participant accounts)

      c. [ ] added to any Employer discretionary profit sharing contribution.

      d. [ ] reallocated to all Participants eligible to share in the
             allocations in the same proportion that each Participant's
             Compensation for the Plan Year bears to the Compensation of all
             Participants for such year (pro rata).

      e. [ ] N/A. Contributions are fully vested.

      Forfeitures of matching contributions will be...

      f. [ ] N/A. Matching contributions are 100% vested or no matching
             contributions.

      g. [X] applied first to reduce expenses related to the administration of
             the Plan and then to reduce any Employer contributions. (Elect only
             if plan expenses are billed to the Employer)

      h. [ ] applied to reduce the Employer matching contributions.

      i. [ ] added to the Employer matching contributions and allocated as an
             additional matching contribution.

10.   LIMITATIONS ON ALLOCATIONS (Plan Section 4.4)

      If any Participant is covered under another qualified defined contribution
      plan maintained by the Employer, other than a Master or Prototype Plan, or
      if the Employer maintains a welfare benefit fund, as defined in Code
      Section 419(e), or

<PAGE>

      an individual medical account, as defined in Code Section 415(l)(2), under
      which amounts are treated as Annual Additions with respect to any
      Participant in this Plan:

      a. [X] N/A. The Employer does not maintain another qualified defined
             contribution plan.

      b. [ ] The provisions of Plan Section 4.4(b) will apply as if the other
             plan were a Master or Prototype Plan (contributions under this plan
             will be reduced to the Maximum Permissible Amount).

      c. [ ] Specify the method under which the plans will limit total Annual
             Additions to the Maximum Permissible Amount, and will properly
             reduce any Excess Amounts, in a manner that precludes Employer
             discretion:
             __________________________________________________________________

             __________________________________________________________________

H. DISTRIBUTIONS

1.    FORM OF DISTRIBUTIONS (Plan Sections 6.5 and 6.6)

      Distributions under the Plan may be made in (select all that apply)...

      a. [X] lump-sums.

      b. [ ] substantially equal installments.

      c. [ ] partial withdrawals.

      AND, pursuant to Plan Section 6.12,

      d. [X] no annuities are allowed (Plan Section 6.12(b) will apply and the
             joint and survivor rules of Code Sections 401(a)(11) and 417 will
             not apply to the Plan).

      e. [ ] annuities are allowed as the normal form of distribution (Plan
             Section 6.12 will not apply and the joint and survivor rules of
             Code Section 401(a)(11) and 417 will automatically apply). If
             elected. the Pre-Retirement Survivor Annuity will be equal to 100%
             of Participant's interest in the Plan.

      f. [ ] joint and 100% survivor annuities are allowed but are not the
             normal form of distribution (Plan Section 6.12(c) will apply and
             the joint and survivor rules of Code Section 401(a)(11) and 417
             will only apply if an annuity form of distribution is elected by a
             Participant).

      AND if e. or f. is elected, the normal form of the Qualified Joint and
             Survivor Annuity will be a joint and 50% survivor annuity unless
             otherwise elected below:

            1. [ ] N/A.

            2. [ ] Joint and 100% survivor annuity.

            3. [ ] Joint and 75% survivor annuity.

            4. [ ] Joint and 66 2/3% survivor annuity.

      AND, distributions may be made in...

      g. [ ] cash only (except for insurance or annuity contracts).

      h. [X] cash or property (property is limited to Employer stock only).

      NOTE: Carry forward of joint and survivor annuity rules. If this Plan has
      accepted a plan-to-plan transfer (other than a direct rollover) of assets
      from a plan which permitted annuities as the normal form of distribution,
      the joint and survivor annuity rules shall apply to the Participant's
      entire interest in the Plan.

2.    CONDITIONS FOR DISTRIBUTIONS UPON TERMINATION OF EMPLOYMENT

      Distributions upon termination of employment pursuant to Plan Section
      6.4(a) of the Plan will not be made unless the following conditions have
      been satisfied:

      a. [ ] No distributions may be made until a Participant has reached
             Early or Normal Retirement Date.

      b. [X] Distributions may be made as soon as administratively feasible at
             the Participant's election.

      c. [ ] The Participant has incurred ____________ (elect either one (1)
             or five (5)) consecutive 1-Year Break(s) in Service (or Period(s)
             of Severance if the Elapsed Time Method is elected).

      d. [ ] Distributions may be made at the Participant's election as soon
             as administratively feasible after the end of the Plan Year
             coincident with or next following termination of employment.

      e. [ ] Distribution from a Participant's Elective Deferral, Transfer and
             Rollover Accounts may be made immediately at the Participant's
             election and all other accounts will be distributed as elected
             above.

3.    INVOLUNTARY DISTRIBUTIONS (Automatic cash-outs)

      Will involuntary distributions of amounts less than $5,000 be made in
      accordance with the provisions of Sections 6.4, 6.5 and 6.6?

      a. [X] Yes

      b. [ ] No

4.    MINIMUM DISTRIBUTION TRANSITIONAL RULES (Plan Section 6.5(e))

      NOTE: This Section does not apply to (1) a new Plan or (2) an amendment or
            restatement of an existing Plan that never contained the provisions
            of Code Section 401(a)(9) as in effect prior to the amendments made
            by the Small Business Job Protection Act of 1996 (SBJPA).

<PAGE>

      The "required beginning date" for a Participant who is not a "five percent
      (5%) owner" is:

      a. [ ] N/A. (This is a new Plan or this Plan has never included the
             pre-SBJPA provisions.)

      b. [ ] April 1st of the calendar year following the year in which the
             Participant attains age 70 1/2. (The pre-SBJPA rules will continue
             to apply.)

      c. [ ] April 1st of the calendar year following the later of the year in
             which the Participant attains age 70 1/2 or retires (the post-SBJPA
             rules), with the following exceptions (select one or both and if no
             election is made, both will apply effective as of January 1, 1996):

            1. [ ] A Participant who was already receiving required minimum
                   distributions under the pre-SBJPA rules as of
                   ___________________________________ (not earlier than January
                   1, 1996) may elect to stop receiving distributions and have
                   them recommence in accordance with the post-SBJPA rules. Upon
                   the recommencement of distributions, if the Plan permits
                   annuities as a form of distribution then the following will
                   apply:

                   a. [ ] N/A. Annuity distributions are not permitted.

                   b. [ ] Upon the recommencement of distributions, the
                          original Annuity Starting Date will be retained.

                   c. [ ] Upon the recommencement of distributions, a new
                          Annuity Starting Date is created.

            2. [ ] A Participant who had not begun receiving required minimum
                   distributions as of _________________________________________
                   (not earlier than January 1, 1996) may elect to defer
                   commencement of distributions until retirement. The option to
                   defer the commencement of distributions (i.e., to elect to
                   receive in-service distributions upon attainment of age 70
                   1/2) will apply to all such Participants unless the option b.
                   below is elected:

                   a. [ ] N/A

                   b. [ ] The in-service distribution option is eliminated
                          with respect to Participants who attain age 70 1/2 in
                          or after the calendar year that begins after the later
                          of (1) December 31, 1998, or (2) the adoption date of
                          the amendment and restatement to bring the Plan into
                          compliance with SBJPA. (This option may only be
                          elected if the amendment to eliminate the in-service
                          distribution is adopted no later than the last day of
                          the remedial amendment period that applies to the Plan
                          for changes under SBJPA.)

5.    LIFE EXPECTANCIES (Plan Section 6.5(f) for minimum distributions required
      pursuant to Code Section 401(a)(9) shall...

      a. [ ] be recalculated if the Participant so elects.

      b. [ ] be automatically recalculated.

      c. [ ] not be recalculated.

6.    HARDSHIP DISTRIBUTIONS (Plan Sections 6.11 and/or 12.9)

      a. [ ] No hardship distributions are permitted.

      b. [X] Hardship distributions are permitted from the following accounts
             (contribution sources) (select all that apply):

            1. [X] All accounts

            2. [ ] Participant's Elective Deferral Account.

            3. [ ] Participant's Account attributable to Employer matching
                   contributions.

            4. [ ] Participant's Account attributable to Employer profit
                   sharing contributions.

            5. [ ] Participant's Rollover Account.

            6. [ ] Participant's Transfer Account.

      NOTE: Distributions from a Participant's Elective Deferral Account are
            limited to the portion of such account attributable to such
            Participant's Elective Deferrals. Hardship distributions are not
            permitted from a Participant's Qualified Non-Elective Account
            (including any 401(k) Safe Harbor Contributions) or Qualified
            Matching Contribution Account.

      AND, shall the safe harbor hardship rules of Plan Section 12.9 apply to
      distributions made from all accounts? (NOTE: The safe harbor hardship
      rules automatically apply to hardship distributions from the Participant's
      Elective Deferral Account).

      c. [ ] No or N/A. The provisions of Plan Section 6.11 apply to hardship
             distributions made from all accounts other than a Participant's
             Elective Deferral Account.

      d. [X] Yes. The provisions of Plan Section 12.9 apply to all hardship
             distributions.

7.    IN-SERVICE DISTRIBUTIONS (Plan Section 6.10)

      a. [ ] In-service distributions may not be made (except as otherwise
             elected under Hardship Distributions above).

      b. [X] In-service distributions may be made to a Participant who has not
             separated from service as elected below:

            1. [X] All accounts provided the following conditions are satisfied
                   (select all that apply):

                  NOTE: Participant's Elective Deferral, Qualified Non-Elective
                        Contribution, Qualified Matching Contribution and 401(k)
                        Safe Harbor Contribution Accounts may not be distributed
                        prior to age 59 1/2.

<PAGE>

                  a. [X] the Participant has attained age 59 -1/2.

                  b. [ ] the Participant has reached Normal Retirement Age.

                  c. [ ] the Participant has been a Participant in the Plan for
                         at least _______________ years (may not be less than
                         five (5)).

                  d. [ ] the amounts being distributed have accumulated in the
                         Plan for at least two (2) years.

            2. [ ] Participant's accounts attributable to Employer matching
                   and profit sharing contributions provided the following
                   conditions are satisfied (select all that apply):

                  a. [ ] the Participant has attained age ______________.

                  b. [ ] the Participant has reached Normal Retirement Age.

                  c. [ ] the Participant has been a Participant in the Plan
                         for at least _____________ years (may not be less than
                         five (5)).

                  d. [ ] the amounts being distributed have accumulated in
                         the Plan for at least two (2) years.

            3. [ ] Participant's Elective Deferral, Qualified Non-Elective
                   Contribution and Qualified Matching Contribution Accounts
                   provided the following conditions are satisfied (select all
                   that apply):

                  NOTE: May not be distributed prior to age 59 1/2.

                  a. [ ] the Participant has attained age _______________.

                  b. [ ] the Participant has reached Normal Retirement Age.

                  c. [ ] the Participant has been a Participant in the Plan
                         for at least ______________ years (may not be less than
                         five (5)).

                  d. [ ] the amounts being distributed have accumulated in
                         the Plan for at least two (2) years.

            4. [ ] Participant's Rollover and Transfer Accounts provided the
                   following conditions are satisfied (select all that apply):

                  NOTE: Transfer Accounts may not be eligible for in-service
                        distributions depending on the source of the transferred
                        amount (i.e. defined benefit and money purchase plan
                        sources).

                  a. [ ] the Participant has attained age ________________.

                  b. [ ] the Participant has reached Normal Retirement Age.

                  c. [ ] the Participant has been a Participant in the Plan
                         for at least ________________ years (may not be less
                         than five (5)).

                  d. [ ] the amounts being distributed have accumulated in
                         the Plan for at least two (2) years.

                  e. [ ] May be distributed any time.

      NOTE: Employee after-tax contributions (and related earnings) may be
      distributed at the Participant's request.

I. NONDISCRIMINATION TESTING

1.    HIGHLY COMPENSATED EMPLOYEE (Plan Section 1.31)

      NOTE: If this is a GUST restatement be sure to complete the questions in
      Section M.

      Top-Paid Group Election - Will the top-paid group election be used in
      determining Highly Compensated Employees?

      a. [ ] Yes

      b. [X] No

      Calendar Year Data Election - Will the calendar year data election be used
      in determining Highly Compensated Employees? (for non-calendar Plan Years)

      c. [X] Yes

      d. [ ] No

2.    ADP AND ACP TESTS (Plan Sections 12.4 and 12.6). The ADP ratio and ACP
      ratio for Non-Highly Compensated Employees will be based on the following:

      a. [ ] N/A. This Plan satisfies the ADP and ACP Test Safe Harbor rules
             by making a Basic Matching Contribution or an Enhanced Matching
             Contribution for all Plan Years beginning on or after the Effective
             Date of the Plan or, in the case of an amendment and restatement,
             for all Plan Years to which the amendment and restatement relates.

      b. [ ] PRIOR YEAR TESTING ELECTION: The prior year ratio will be used
             for the ADP AND ACP tests. (Note: If this election is made for the
             first year the Code Section 401(k) or 401(m) feature is added to
             this Plan (unless this Plan is a successor plan), the amount taken
             into account as the ADP and ACP of Non-Highly Compensated Employees
             for the preceding Plan Year may be 3%).

      c. [X] CURRENT YEAR TESTING: The current year ratio will be used for the
             ADP and ACP tests.

      NOTE: Effective with respect to Plan Years beginning after the date the
            GUST restatement is adopted, the Plan must use the same testing
            method for both the ADP and ACP tests.

<PAGE>

J. TOP-HEAVY REQUIREMENTS

1.    TOP-HEAVY DUPLICATIONS FOR EMPLOYERS MAINTAINING A DEFINED BENEFIT PLAN
      (Plan Section 4.3(i)): When a Non-Key Employee is a Participant in this
      Plan and a Defined Benefit Plan maintained by the Employer, indicate which
      method shall be utilized to avoid duplication of Top-Heavy minimum
      benefits (if b., c., d. or e. is elected, f. must be completed).

      a. [X] N/A. The Employer does not maintain a Defined Benefit Plan. (Go
             to next Section J 1g)

      b. [ ] 5% defined contribution minimum under this Plan.

      c. [ ] 2% defined benefit minimum.

      d. [ ] The full Top-Heavy minimum contribution will be provided in each
             plan (if selected, Plan Section 4.3(i) shall not apply).

      e. [ ] Specify the method under which the Plans will provide Top-Heavy
             minimum benefits for Non-Key Employees that will preclude Employer
             discretion and avoid inadvertent omissions:
             ___________________________________________________________________

             ___________________________________________________________________

      NOTE: If b., c., d. or e. is selected and the Defined Benefit Plan and
            this Plan do not benefit the same Participants, the uniformity
            requirement of the Section 401(a)(4) Regulations may be violated.

      AND, the "Present Value of Accrued Benefit" (Plan Section 9.2) for
      Top-Heavy purposes shall be based on...

      f. [ ] Interest Rate: ____________________________________________________

             Mortality Table: __________________________________________________

      TOP-HEAVY DUPLICATIONS FOR EMPLOYERS MAINTAINING A DEFINED CONTRIBUTION
      PLAN (Plan Section 4.3(f)): When a Non-Key Employee is a Participant in
      this Plan and another defined contribution plan maintained by the
      Employer, indicate which method shall be utilized to avoid duplication of
      Top-Heavy minimum benefits:

      g. [X] N/A. The Employer does not maintain another qualified defined
             contribution plan.

      h. [ ] A minimum, non-integrated contribution of 3% of each Non-Key
             Employee's 415 Compensation shall be provided in the Money Purchase
             Plan (or other plan subject to Code Section 412).

      i. [ ] A minimum, non-integrated contribution of 3% of each Non-Key
             Employee's 415 Compensation shall be made to this Plan.

      j. [ ] Specify the method under which the Plans will provide Top-Heavy
             minimum benefits for Non-Key Employees that will preclude Employer
             discretion and avoid inadvertent omissions, including any
             adjustments required under Code Section 415:

             __________________________________________________________________

             __________________________________________________________________
K. LOANS

1.    LOANS TO PARTICIPANTS (Plan Section 7.6) All loans shall be treated as
      Participant Directed Investments.

      NOTE: Department of Labor Regulations require the adoption of a separate
            written loan program setting forth the requirements outlined in
            Section 7.6 of the Plan.

      a. [ ] Loans are not permitted.

      b. [X] Loans are permitted.

<PAGE>

      IF loans are permitted (select all that apply):

      c. [ ] loans will only be made for hardship or financial necessity.

      d. [X] a Participant may only have 2 (not to exceed 5) loan(s)
             outstanding at any time.

      e. [X] the minimum loan will be $1,000 (may not exceed $1,000).

      f. [X] the repayment period for loans to purchase a principal residence
             can exceed 5 years.

      g. [X] all outstanding loan balances will become due and payable in
             their entirety upon the occurrence of a distributable event (other
             than satisfaction of the conditions for an in-service
             distribution).

      h. [X] loans will only be permitted from the following accounts (select
             all that apply):

            1. [X] All accounts.

            2. [ ] Participant's Elective Deferral Account.

            3. [ ] Qualified Matching Contribution Account and/or portion of
                   Participant's Account attributable to Employer matching
                   contributions.

            4. [ ] Participant's Account attributable to Employer profit
                   sharing contributions.

            5. [ ] Qualified Non-Elective Contribution Account.

            6. [ ] Participant's Rollover Account.

            7. [ ] Participant's Transfer Account.

            8. [ ] Participant's Voluntary Contribution Account.

      i. [X] The following accounts shall be included for calculating the
             maximum loan amount calculation (i.e. 50% of the vested account
             balance):

            1. [X] All accounts.

            2. [ ] Participant's Elective Deferral Account.

            3. [ ] Qualified Matching Contribution Account and/or portion of
                   Participant's Account attributable to Employer matching
                   contributions.

            4. [ ] Participant's Account attributable to Employer profit
                  sharing contributions.

            5. [ ] Qualified Non-Elective Contribution Account.

            6. [ ] Participant's Rollover Account.

            7. [ ] Participant's Transfer Account.

            8. [ ] Participant's Voluntary Contribution Account.

<PAGE>

L. MISCELLANEOUS

1.    DIRECTED INVESTMENT ACCOUNTS (Plan Section 4.10) instructions will be made
      by the:

      a. [ ] Administrator for all contributions.

      b. [ ] Participant for all contributions.

      c. [ ] Administrator for Company contributions, and Participant for
             Participant contributions (including Elective Deferrals).

      d. [ ] Participant for Rollover and Transfer Accounts only;
             Administrator for all other contributions.

      e. [X] Other (specify): Administrator as to initial company
             contributions and Participant as to all other contributions and as
             to re-investment of Company contributions

      AND, is it intended that the Plan comply with ERISA Section 404(c) with
      respect to the accounts subject to Participant investment direction? (Must
      elect "No" if any Employer investment selection applies).

      f. [ ] No

      g. [X] Yes

      AND, will voting rights on directed investments be passed through to
      Participants?

      h. [ ] No. Employer stock is not an alternative OR Plan is not intended
             to comply with Act Section 404(c).

      i. [X] Yes, for Employer stock only.

2.    TRANSFERS AND ROLLOVERS (Plan Section 4.6)

      a. [X] Transfers from qualified plans and rollovers will be accepted by
             this Plan.

      b. [ ] Transfers from qualified plans and rollovers will not accepted by
             this Plan.

      AND, if a. is elected, transfers and rollovers may be accepted...

      c. [X] from any Eligible Employee, even if not yet a Participant.

      d. [ ] from Participants only.

3.    AFTER-TAX VOLUNTARY EMPLOYEE CONTRIBUTIONS (Plan Section 4.8)

      a. [X] After-tax voluntary Employee contributions will not be allowed.

      b. [ ] After-tax voluntary Employee contributions will be allowed.

      If b. is elected, each Participant may elect to have Compensation reduced
      by...

            1. [ ] up to_____________%

            2. [ ] up to the maximum percentage allowable not to exceed Code
                   Section 415.

      If b. is elected, may the Employer make matching contributions with
      respect to the after-tax voluntary Employee contributions (Participant
      Matched Contributions)?

            3. [ ] No

            4. [ ] Yes, based on the matching formula with respect to
                   Elective Deferrals.

            5. [ ] Yes, based on the matching formula and provisions elected
                   below:

                  a. [ ] The Employer ... (select 1. or 2.)

                        1. [ ] may make matching contributions equal to a
                               discretionary percentage, to be determined by the
                               Employer, of the Participant's after-tax
                               voluntary Employee contributions.

                        2. [ ] will make matching contributions equal to
                               ________% (e.g., 50) of the Participant's
                               after-tax voluntary Employee contributions, plus:

                           a. [ ] N/A.

                           b. [ ] an additional discretionary percentage, to
                                  be determined by the Employer.

                        AND, in determining the matching contribution above,
                        only after-tax voluntary Employee contributions up to
                        the percentage or dollar amount specified below will be
                        matched:

                        (select 3. and/or 4. OR 5.)

                        3. [ ] __________ % of a Participant's Compensation.

                        4. [ ] $_______________.

                        5. [ ] a discretionary percentage of a Participant's
                               Compensation or a discretionary dollar amount to
                               be determined by the Employer each Plan Year on a
                               uniform basis to all Participants.

                  b. [ ] The Employer may make matching contributions equal
                         to a discretionary percentage, to be determined by the
                         Employer, of each tier, to be determined by the
                         Employer, of the Participant's after-tax voluntary
                         Employee contributions.

<PAGE>

                  c. [ ] The Employer will make matching contributions equal
                         to the sum of:

<TABLE>
<CAPTION>
    After-tax Voluntary Employee
         Contributions and
Participant Matched Contributions            Percentage Match                     Limit
---------------------------------            ----------------                     -----
<S>                                      <C>                       <C>
Over 1% up to 2% of Compensation         ___________________%      up    _____________________
                                                                   to

Over 2% up to 3% of Compensation         ___________________%      up    _____________________
                                                                   to

Over 3% up to 4% of Compensation         ___________________%      up    _____________________
                                                                   to

Over 4% up to 5% of Compensation         ___________________%      up    _____________________
                                                                   to

Over 5% up to 6% of Compensation         ___________________%      up    _____________________
                                                                   to

Over 6% up to 7% of Compensation         ___________________%      up    _____________________
                                                                   to

Over 7% up to 8% of Compensation         ___________________%      up    _____________________
                                                                   to

Over 8% up to 9% of Compensation         ___________________%      up    _____________________
                                                                   to

Over 9% up to 10% of Compensation        ___________________%      up    _____________________
                                                                   to

Over 10% of Compensation                 ___________________%      up    _____________________
                                                                   to
</TABLE>

                  PERIOD OF DETERMINING MATCHING CONTRIBUTIONS

                  Matching contributions will be determined based on after-tax
                  voluntary Employee contributions made during the following pay
                  period (and any Compensation or dollar limitation used in
                  determining the match will be based on the applicable period):

                  d. [ ] the entire Plan Year (must elect if Participant is
                         required to be actively employed on last day of Plan
                         Year to receive matching contributions).

                  e. [ ] each payroll period.

                  f. [ ] all payroll periods ending within each month.

                  g. [ ] all payroll periods ending with or within the Plan
                         Year quarter.

                  THE MATCHING CONTRIBUTION MADE ON BEHALF OF ANY PARTICIPANT
                  for any Plan Year will not exceed:

                  h. [ ] N/A, no dollar limit is imposed.

                  i. [ ] $_______________.

                  MATCHING CONTRIBUTIONS WILL BE MADE ON BEHALF OF:

                  j. [ ] all Participants.

                  k. [ ] only eligible Non-Highly Compensated Employees.

4.    LIFE INSURANCE

      a. [X] Life insurance may not be purchased.

      b. [ ] Life insurance may be purchased.

5.    FORFEITURE RESTORATION (Plan Section 4.3(d)) A reinstated Participant must
      repay the full amount distributed to him attributable to Employer
      contributions (excluding Employee deferrals) at termination of employment
      prior to restoration of any forfeited nonvested account balance:

      a. [ ] Yes.

      b. [ ] No.

      c. [X] Not applicable (100%) vesting or no Employer contributions).

<PAGE>

6.    HIGHLY COMPENSATED EMPLOYEE (Plan Section 1.31)

      TOP-PAID GROUP ELECTION. Will the top-paid group election be made? (The
      election made below for the latest year will continue to apply to
      subsequent Plan Years unless a different election is made.)

      a. [ ] Yes, for the Plan Year beginning in:____________________________.

      b. [X] No, for the Plan Year beginning in: all Plan Years

      CALENDAR YEAR DATA ELECTION. Will the calendar year data election be used?

      (The election made below for the latest year will continue to apply to
      subsequent Plan Years unless a different election is made.)

      c. [ ] Yes, for the Plan Year beginning in:_____________________________.

      d. [ ] No, for the Plan Year beginning in:_____________________________.

M. GUST TRANSITION RULES

      The following questions only apply if this is a GUST restatement (i.e.,
      Section B2e is selected). If this is not a GUST restatement, then this
      Plan will not be considered an individually designed plan merely because
      the following questions are deleted from the Adoption Agreement.

1.    COMPENSATION

      The family aggregation rules of Code Section 401(a)(17) as in effect under
      Code Section 414(q)(6) prior to the enactment of SBJPA do not apply to
      this Plan effective as of:

      a. [X] The first day of the first Plan Year beginning after 1996.

      b. [ ] ___________________________ (may not be prior to the first day of
             the first Plan Year beginning in 1997 and may not be later than the
             first day of the Plan Year following the Plan Year in which this
             GUST restatement is adopted).

      NOTE: If family aggregation continued to apply after 1996, the Plan is not
            a safe harbor plan for Code Section 401(a)(4) purposes and the
            Employer may not rely on the opinion letter issued by the Internal
            Revenue Service that this Plan is qualified under Code Section 401.

2.    LIMITATION ON ALLOCATIONS AND TOP-HEAVY RULES

      If any Participant is a Participant in this Plan and a qualified defined
      benefit plan maintained by the Employer, then the limitations of Code
      Section 415(e) do not apply to this Plan effective with respect to
      Limitation Years beginning on or after:

      a. [ ] N/A. The Employer does not maintain, and has never maintained, a
             qualified defined benefit plan OR the provisions of Code Section
             415(e) have already been removed from this Plan.

      b. [X] July 1, 2000 (may not be prior to the first Limitation Year
             beginning in 2000 and may not be later than the first Limitation
             Year beginning after the Limitation Year in which this GUST
             restatement is adopted).

      NOTE: If the Code Section 415(e) limits continued to apply to Limitation
            Years beginning after 1999, the Plan is not a safe harbor plan for
            Code Section 401(a)(4) purposes.

      AND, if b. is selected with a date that is later than the effective date
      of this GUST restatement, then with respect to the Limitation Year in
      which this restatement is adopted, if any Participant is a Participant in
      this Plan and a qualified defined benefit plan maintained by the Employer,
      specify the method under which the plans involved will provide top-heavy
      minimum benefits for Non-Key Employees and will satisfy the limitations of
      Code Section 415(e) in a manner that precludes Employer discretion:

      c. [ ] N/A. The effective date of the GUST restatement is the date the
             provisions of Code Section 415(e) no longer apply to this Plan.

      d. [ ] ___________________________________________________________________

             ___________________________________________________________________

      NOTE: If the Top-Heavy minimum benefit is only provided in one plan and
            the Defined Benefit Plan and this Plan do not benefit the same
            Participants, the uniformity requirement of the Section 401(a)(4)
            Regulations may be violated.

3.    INVOLUNTARY DISTRIBUTIONS

      If the Plan provides for involuntary distributions (i.e., H3.a. is
      elected) then the increase in the involuntary amount threshold from $3,500
      to $5,000 became effective with respect to distributions made on or after:

      a. [ ] N/A. The plan doesn't provide for involuntary distributions less
             than $5,000.

      b. [X] August 6, 1997, or if later July 1, 2000 (leave blank if not
             applicable).

<PAGE>

4.    MINIMUM DISTRIBUTIONS

      The proposed Code Section 401(a)(9) Regulations issued in January 2001
      apply with respect to distributions under the Plan made on or after
      January 1, 2001, unless a later date is specified below:

      a. [X] N/A

      b. [ ] ___________________ (may be any date in 2001 or the first day of
             any calendar year after 2001).

      AND, if b. is selected, for years prior to the date specified above, life
      expectancies for minimum distributions required pursuant to Code Section
      401(a)(9) shall...

      c. [ ] be recalculated at the Participant's election.

      d. [ ] be recalculated.

      e. [ ] not be recalculated.

5.    NONDISCRIMINATION TESTING ELECTIONS.

      a.    Top-Paid Group Elections - The top-paid group election for
            determining Highly Compensated Employees was made for Plan Years
            beginning in:

                [ ] 1997    [ ] 1998   [ ] 1999     [ ] 2000   [ ] Other________

      b.    Calendar Year Data Election - The calendar year data election for
            determining Highly Compensated Employees for non-calendar Plan Years
            was made for Plan Years beginning in:

                [ ] 1997    [ ] 1998   [ ] 1999     [ ] 2000   [ ] Other________

      c.    Prior Year ADP Testing Election - The prior year testing election
            for the ADP test was made for Plan Years beginning in:

                [ ] 1997    [ ] 1998   [ ] 1999     [X] 2000   [ ] Other________

      d.    Current Year ADP Testing Election - The current year testing
            election for the ADP test was made for Plan Years beginning in:

                [ ] 1997    [ ] 1998   [ ] 1999     [ ] 2000   [X] Other 2001

      e.    Prior Year ACP Testing Election - The prior year testing election
            for the ACP test was made for Plan Years beginning in:

                [ ] 1997    [ ] 1998   [ ] 1999     [ ] 2000   [ ] Other________

      f.    Current Year ACP Testing Election - The current year testing
            election for the ACP test was made for Plan Years beginning in:

                [ ] 1997    [ ] 1998   [ ] 1999     [ ] 2000   [X] Other 2001

This Adoption Agreement can only be utilized by plan sponsors who invest in a
MassMutual product. If the Plan no longer invests assets in a MassMutual
product, this copywritten plan document is no longer valid with respect to such
Plan.

The adopting Employer may rely on an opinion letter issued by the Internal
Revenue Service as evidence that the plan is qualified under Code Section 401
only to the extent provided in Announcement 2001-77, 2001-30 I.R.B.

The Employer may not rely on the opinion letter in certain other circumstances
or with respect to certain qualification requirements, which are specified in
the opinion letter issued with respect to the plan and in Announcement 2001-77.

In order to have reliance in such circumstances or with respect to such
qualification requirements, application for a determination letter must be made
to Employee Plans Determinations of the Internal Revenue Service.

This Adoption Agreement may be used only in conjunction with Basic Plan Document
#01. This Adoption Agreement and the Basic Plan Document shall together be known
as MassMutual Flexinvest(R) Prototype Non-Standardized 401(k) Profit Sharing
Plan #01-003.

The adoption of this Plan, its qualification by the IRS, and the related tax
consequences are the responsibility of the Employer and its independent tax and
legal advisors. The Employer shall rely on independent tax counsel to the extent
deemed necessary to complete this document.

<PAGE>

MassMutual will notify the adopting Employer of any amendments made to the Plan
or of the discontinuance or abandonment of the Plan provided this Plan has been
acknowledged by MassMutual or its authorized representative. Furthermore, in
order to be eligible to receive such notification, the adopting Employer agrees
to notify MassMutual of any change in address.

This Plan may not be used and shall not be deemed to be a Prototype Plan, unless
an authorized representative of MassMutual has acknowledged the use of the Plan.
Such acknowledgment is for administerial purposes only. It acknowledges that the
Employer is using the Plan but does not represent that this Plan, including the
choices selected on the Adoption Agreement, has been reviewed by a
representative of the sponsor or constitutes a qualified retirement plan.

MassMutual

By: ________________________________

With regard to any questions regarding the provisions of the Plan, adoption of
the Plan, or the effect of an opinion letter from the IRS, call or write:

Name:      MassMutual Retirement Services Compliance Department
Address:   1295 State Street
           Springfield, Massachusetts 01111-0001

Telephone: (413) 788-8411

The Employer and Trustee hereby cause this Plan to be executed on January 14,
2004. Furthermore, this Plan may not be used unless acknowledged by MassMutual
Life Insurance Company or its authorized representative.

EMPLOYER

By: /s/ Helen R. Dugand
    ------------------------
    Helen R. Dugand Vice-President SCI Funeral & Cemetery Purchasing &
    Cooperative Inc.
                             Printed Name and Title

The signature of the Trustee (if applicable) appears on a separate trust
agreement attached to the Plan,

PARTICIPATING EMPLOYER

By: ________________________________

____________________________________________________________________________
                          Printed Name and Title

PARTICIPATING EMPLOYER

By: ________________________________

   ____________________________________________________________________________
                          Printed Name and Title

PARTICIPATING EMPLOYER

By: ________________________________

 ____________________________________________________________________________
                          Printed Name and Title

<PAGE>

PARTICIPATING EMPLOYER (attach additional signature pages as necessary)

By: ________________________________

 ____________________________________________________________________________
                          Printed Name and Title

<PAGE>

                  MASSMUTUAL RETIREMENT SERVICES FLEXINVEST(R)
                       DEFINED CONTRIBUTION PROTOTYPE PLAN

                                    ARTICLE I
                                   DEFINITIONS

      As used in this Plan, the following words and phrases shall have the
meanings set forth herein unless a different meaning is clearly required by the
context:

      1.1 "ACP" means the "Actual Contribution Percentage" determined pursuant
to Section 12.6(e).

      1.2 "ACT" means the Employee Retirement Income Security Act of 1974
("ERISA"), as it may be amended from time to time.

      1.3 "ADP" means the "Actual Deferral Percentage" determined pursuant to
Section 12.4(e).

      1.4 "ADMINISTRATOR" means the Employer unless another person or entity has
been designated by the Employer pursuant to Section 2.2 to administer the Plan
on behalf of the Employer.

      1.5 "ADOPTION AGREEMENT" means the separate agreement which is executed by
the Employer and sets forth the elective provisions of this Plan and Trust as
specified by the Employer.

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

      1.7 "ANNIVERSARY DATE" means the first day of each Plan Year as defined in
Section B.3 of the Adoption Agreement.

      1.8 "ANNUITY STARTING DATE" means, with respect to any Participant, the
first day of the first period for which an amount is paid as an annuity, or, in
the case of a benefit not payable in the form of an annuity, the first day on
which all events have occurred which entitles the Participant to such benefit.

      1.9 "BENEFICIARY" means the person (or entity) to whom all or a portion of
a deceased Participant's interest in the Plan is payable, subject to the
restrictions of Sections 6.2 and 6.6.

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

      1.11 "COMPENSATION" with respect to any Participant means one of the
following as elected in Section F of the Adoption Agreement:

            (a)   Information required to be reported under Code Sections 6041,
                  6051 and 6052 (WAGES, TIPS AND OTHER COMPENSATION AS REPORTED
                  ON FORM W-2). Compensation means 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)).

            (b)   CODE SECTION 3401(a) WAGES. Compensation means an Employee's
                  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)).

            (c)   415 SAFE-HARBOR COMPENSATION. Compensation means 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 salespersons,

                                       1
<PAGE>

                  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
                  Regulation 1.62-2(c))), and excluding the following:

            (1) Employer contributions to a plan of deferred compensation which
            are not includible in the Employee's gross income for the taxable
            year in which contributed, or Employer contributions under a
            simplified employee pension plan to the extent such contributions
            are excludable from the Employee's gross income, or any
            distributions from a plan of deferred compensation;

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

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

            (4) Other amounts which receive 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 excludable from the gross income of the Employee).

            However, Compensation for any Self-Employed Individual shall be
equal to Earned Income. Compensation shall include only that Compensation which
is actually paid to the Participant during the determination period. Except as
otherwise provided in this Plan, the determination period shall be the period
elected by the Employer in the Adoption Agreement. If the Employer makes no
election, the determination period shall be the Plan Year.

            Notwithstanding the above, if elected in Section F of the Adoption
Agreement, Compensation shall include all of the following types of elective
contributions and all of the following types of deferred compensation:

            (a) Elective contributions that are made by the Employer on behalf
      of a Participant that are not includible in gross income under Code
      Sections 125, 402(e)(3), 402(h)(1)(B), 403(b), and for Plan Years
      beginning on or after January 1, 2001 (or as of a date, no earlier than
      January 1, 1998, as specified in an addendum to the Adoption Agreement),
      132(f)(4);

            (b) Compensation deferred under an eligible deferred compensation
      plan within the meaning of Code Section 457(b); and

            (c) Employee contributions (under governmental plans) described in
      Code Section 414(h)(2) that are picked up by the employing unit and thus
      are treated as Employer contributions.

            For Plan Years beginning on or after January 1, 1989, and before
January 1, 1994, the annual Compensation of each Participant taken into account
for determining all benefits provided under the Plan for any Plan Year shall not
exceed $200,000. This limitation shall be adjusted by the Secretary at the same
time and in the same manner as under Code Section 415(d), except that the dollar
increase in effect on January 1 of any calendar year is effective for Plan Years
beginning in such calendar year and the first adjustment to the $200,000
limitation is effective on January 1, 1990.

            For Plan Years beginning on or after January 1, 1994, Compensation
in excess of $150,000 (or such other amount provided in the Code) shall be
disregarded for all purposes other than for purposes of salary deferral
elections. Such amount shall be adjusted by the Commissioner for increases in
the cost-of-living in accordance with Code Section 401(a)(17)(B). The
cost-of-living adjustment in effect for a calendar year applies to any
determination period beginning in such calendar year. If a determination period
consists of fewer than twelve (12) months, the $150,000 annual Compensation
limit will be multiplied by a fraction, the numerator of which is the number of
months in the determination period, and the denominator of which is twelve (12).

            If Compensation for any prior determination period is taken into
account in determining a Participant's allocations for the current Plan Year,
the Compensation for such prior determination period is subject to the
applicable annual Compensation limit in effect for that prior period. For this
purpose, in determining allocations in Plan Years beginning on or after January
1, 1989, the annual compensation limit in effect for determination periods
beginning before that date is $200,000. In addition, in determining allocations
in Plan Years beginning on or after January 1, 1994, the annual Compensation
limit in effect for determination periods beginning before that date is
$150,000.

            Notwithstanding the foregoing, the family member aggregation rules
of Code Sections 401(a)(17) and 414(q)(6) as in effect prior to the enactment of
the Small Business Job Protection Act of 1996 shall not apply to this Plan
effective with respect to Plan Years beginning after December 31, 1996.

                                       2
<PAGE>

            If Section F.1.f. of the Adoption Agreement is elected and, the
Employer elects to exclude a class of Employees from the Plan, then Compensation
for any Employee who becomes eligible or ceases to be eligible to participate
during a determination period shall only include Compensation while the Employee
is an Eligible Employee.

            If, in connection with the adoption of any amendment, the definition
of Compensation has been modified, then, except as otherwise provided herein,
for Plan Years prior to the Plan Year which includes the adoption date of such
amendment, Compensation means compensation determined pursuant to the terms of
the Plan then in effect.

      1.12 "CONTRACT" OR "POLICY" means any life insurance policy, retirement
income policy, or annuity contract (group or individual) issued by the Insurer.
In the event of any conflict between the terms of this Plan and the terms of any
contract purchased hereunder, the Plan provisions shall control.

      1.13 "DESIGNATED INVESTMENT ALTERNATIVE" means a specific investment
identified by name by the Employer (or such other Fiduciary who has been given
the authority to select investment options) as an available investment under the
Plan to which Plan assets may be invested by the Trustee or Administrator
pursuant to the investment direction of a Participant.

      1.14 "DIRECTED INVESTMENT OPTION" means a Designated Investment
Alternative and any other investment permitted by the Plan and the Participant
Direction Procedures to which Plan assets may be invested pursuant to the
investment direction of a Participant.

      1.15 "EARLY RETIREMENT DATE" means the date specified in the Adoption
Agreement on which a Participant or Former Participant has satisfied the
requirements specified in the Adoption Agreement (Early Retirement Age). A
Participant shall become fully Vested upon satisfying such requirements if the
Participant is still employed at the Early Retirement Age.

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

      1.17 "ELECTIVE DEFERRALS" means the Employer's contributions to the Plan
that are made pursuant to a Participant's deferral election pursuant to Section
12.2, excluding any such amounts distributed as "excess annual additions"
pursuant to Section 4.5. Elective Deferrals shall be subject to the requirements
of Sections 12.2(b) and 12.2(c) and shall, except as otherwise provided herein,
be required to satisfy the nondiscrimination requirements of Regulation
1.401(k)-1(b)(2), the provisions of which are specifically incorporated herein
by reference.

      1.18 "ELIGIBLE EMPLOYEE" means any Eligible Employee as elected in Section
C of the Adoption Agreement and as provided herein. With respect to a
non-standardized Adoption Agreement, an individual shall not be an "Eligible
Employee" if such individual is not reported on the payroll records of the
Employer as a common law employee. In particular, it is expressly intended that
individuals not treated as common law employees by the Employer on its payroll
records are not "Eligible Employees" and are excluded from Plan participation
even if a court or administrative agency determines that such individuals are
common law employees and not independent contractors. Furthermore, with respect
to a non-standardized Adoption Agreement, Employees of an Affiliated Employer
will not be treated as "Eligible Employees" prior to the date the Affiliated
Employer adopts the Plan as a Participating Employer.

            Except as otherwise provided in this paragraph, if the Employer does
not elect in Section C of the Adoption Agreement to include Employees who became
Employees as the result of a "Code Section 410(b)(6)(C) transaction," then such
Employees will only be "Eligible Employees" after the expiration of the
transition period beginning on the date of the transaction and ending on the
last day of the first Plan Year beginning after the date of the transaction. A
"Code Section 410(b)(6)(C) transaction" is an asset or stock acquisition,
merger, or similar transaction involving a change in the Employer of the
Employees of a trade or business that is subject to the special rules set forth
in Code Section 410(b)(6)(C). However, regardless of any election made in the
Adoption Agreement, if a separate entity becomes an Affiliate Employer as the
result of a "Code Section 410(b)(6)(C) transaction," then Employees of such
separate entity will not be treated as "Eligible Employees" prior to the date
the entity adopts the Plan as a Participating Employer or, with respect to a
standardized Adoption Agreement, if earlier, the expiration of the transition
period set forth above.

            If, in Section C of the Adoption Agreement, the Employer elects to
exclude union employees, then Employees whose employment is governed by a
collective bargaining agreement between the Employer and "employee
representatives" under which retirement benefits were the subject of good faith
bargaining and if two percent (2%) or less of the Employees covered pursuant to
that agreement are professionals as defined in Regulation 1.410(b)-9, shall not
be eligible to participate in this Plan. 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 of the Employer.

            If, in Section C of the Adoption Agreement, the Employer elects to
exclude non-resident aliens, then Employees who are non-resident aliens (within
the meaning of Code Section 7701(b)(1)(B)) who received no earned income

                                       3
<PAGE>

(within the meaning of Code Section 911(d)(2)) from the Employer which
constitutes income from sources within the United States (within the meaning of
Code Section 861(a)(3)) shall not be eligible to participate in this Plan.

      1.19 "EMPLOYEE" means any person who is employed by the Employer. The term
"Employee" shall also include any person who is an employee of an Affiliated
Employer and any Leased Employee deemed to be an Employee as provided in Code
Section 414(n) or (o).

      1.20 "EMPLOYER" means the entity specified in Section A of the Adoption
Agreement, any successor which shall maintain this Plan and any predecessor
which has maintained this Plan. In addition, unless the context means otherwise,
the term "Employer" shall include any Participating Employer (as defined in
Section 11.1) which shall adopt this Plan.

      1.21 "ENTRY DATE" means the date elected in Section C.4. of the Adoption
Agreement on which an Employee commences participation in the Plan after
satisfying the eligibility requirements elected in Section C of the Adoption
Agreement.

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

            (a) The aggregate "Contribution Percentage Amounts" (as defined in
      Section 12.6) actually made on behalf of Highly Compensated Participants
      for such Plan Year and taken into account in computing the numerator of
      the ACP, over

            (b) The maximum "Contribution Percentage Amounts" permitted by the
      ACP test in Section 12.6 (determined by reducing contributions made on
      behalf of Highly Compensated Participants in order of their "Contribution
      Percentages" beginning with the highest of such percentages).

Such determination shall be made after first taking into account corrections of
any Excess Deferrals pursuant to Section 12.2 and then taking into account
adjustments of any Excess Contributions pursuant to Section 12.5.

      1.23 "EXCESS ANNUAL ADDITIONS" means the excess of the Participant's
"Annual Additions" for the Limitation Year over the "Maximum Permissible Amount.

      1.24 "EXCESS COMPENSATION" means, with respect to a Plan that is
integrated with Social Security (permitted disparity), a Participant's
Compensation which is in excess of the integration level elected in Section G of
the Adoption Agreement.

            However, if Compensation is based on less than a twelve (12) month
determination period, Excess Compensation shall be determined by reducing the
integration level by a fraction, the numerator of which is the number of full
months in the short period and the denominator of which is twelve (12).

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

            (a) The aggregate amount of Employer contributions actually made on
      behalf of Highly Compensated Participants for such Plan Year and taken
      into account in computing the numerator of the ADP, over

            (b) The maximum amount of such contributions permitted by the ADP
      test in Section 12.4 (determined by hypothetically reducing contributions
      made on behalf of Highly Compensated Participants in order of the actual
      deferral ratios, beginning with the highest of such ratios).

            In determining the amount of Excess Contributions to be distributed
and/or recharacterized with respect to an affected Highly Compensated
Participant as determined herein, such amount shall be reduced by any Excess
Deferrals previously distributed to such affected Highly Compensated Participant
for the Participant's taxable year ending with or within such Plan Year.

      1.26 "EXCESS DEFERRALS" means, with respect to any taxable year of a
Participant, those elective deferrals (within the meaning of Code Section
402(g)) that are includible in the Participant's gross income under Code Section
402(g) to the extent such Participant's elective deferrals for the taxable year
exceed the dollar limitation under such Code Section. Excess Deferrals shall be
treated as an "Annual Addition" pursuant to Section 4.4 when contributed to the
Plan unless distributed to the affected Participant not later than the first
April 15th following the close of the Participant's taxable year in which the
Excess Deferral was made. Additionally, for purposes of Sections 4.3(f) and 9.2,
Excess Deferrals shall continue to be treated as Employer contributions even if
distributed pursuant to Section 12.2(e). However, Excess Deferrals of Non-Highly
Compensated Participants are not taken into account for purposes of Section
12.4.

      1.27 "FIDUCIARY" means any person who (a) exercises any discretionary
authority or discretionary control respecting management of the Plan or
exercises any authority or control respecting management or disposition of its
assets, (b) renders investment advice for a fee or other compensation, direct or
indirect, with respect to any monies or other property of the Plan or has any
authority or responsibility to do so, or (c) has any discretionary authority or
discretionary responsibility in the administration of the Plan.

                                       4
<PAGE>

      1.28 "FISCAL YEAR" means the Employer's tax accounting year.

      1.29 "FLEXINVEST MULTIPLE EMPLOYER PLAN FOR FORMER EMPLOYEES" means the
multiple employer plan sponsored by Massachusetts Mutual Life Insurance Company
("MassMutual") in which the Employer may agree to participate pursuant to
executing a Participating Employer Agreement with MassMutual.

      1.30 "FORFEITURE" means, with respect to a Former Participant who has
severed employment, that portion of the Participant's Account that is not
Vested.

            (a) The last day of the Plan Year in which a Former Participant who
      has severed employment with the Employer incurs five (5) consecutive
      1-Year Breaks in Service, or

            (b) The distribution of the entire Vested portion of the
      Participant's Account of a Former Participant who has severed employment
      with the Employer. For purposes of this provision, if the Former
      Participant has a Vested benefit of zero, then such Former Participant
      shall be deemed to have received a distribution of such Vested benefit as
      of the year in which the severance of employment occurs.

      1.31 "FORMER PARTICIPANT" means a person who has been a Participant, but
who has ceased to be a Participant for any reason.

      1.32 "414(s) COMPENSATION" means any definition of compensation that
satisfies the nondiscrimination requirements of Code Section 414(s) and the
Regulations thereunder. The period for determining 414(s) Compensation must be
either the Plan Year or the calendar year ending with or within the Plan Year.
An Employer may further limit the period taken into account to that part of the
Plan Year or calendar year in which an Employee was a Participant in the
component of the Plan being tested. The period used to determine 414(s)
Compensation must be applied uniformly to all Participants for the Plan Year.

      1.33 "415 COMPENSATION" means, with respect to any Participant, such
Participant's (a) Wages, tips and other compensation on Form W-2, (b) Section
3401(a) wages or (c) 415 safe-harbor compensation as elected in the Adoption
Agreement for purposes of Compensation. 415 Compensation shall be based on the
full Limitation Year regardless of when participation in the Plan commences.
Furthermore, regardless of any election made in Section F of the Adoption
Agreement, with respect to Limitation Years beginning after December 31, 1997,
415 Compensation 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 Participant and which is not includible in the gross income
of the Participant by reason of Code Section 125, 457, and, for Limitation Years
beginning on or after January 1, 2001 (or as of a date, no earlier than January
1, 1998, as specified in an addendum to the Adoption Agreement), 132(f)(4). For
Limitation Years beginning prior to January 1, 1998, 415 Compensation shall
exclude such amounts.

            Except as otherwise provided herein, if, in connection with the
adoption of any amendment, the definition of 415 Compensation has been modified,
then for Plan Years prior to the Plan Year which includes the adoption date of
such amendment, 415 Compensation means compensation determined pursuant to the
terms of the Plan then in effect.

      1.34 "HIGHLY COMPENSATED EMPLOYEE" means, effective for Plan Years
beginning after December 31, 1996, an Employee described in Code Section 414(q)
and the Regulations thereunder, and generally means any Employee who:

            (a) was a "five percent (5%) owner" as defined in Section 1.37(c) at
      any time during the "determination year" or the "look-back year"; or

            (b) for the "look-back year" had 415 Compensation from the Employer
      in excess of $80,000 and, if elected in Section L of the Adoption
      Agreement, was in the Top-Paid Group for the "look-back 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.

            The "determination year" means the Plan Year for which testing is
being performed and the "look-back year" means the immediately preceding twelve
(12) month period. However, if the calendar year data election is made in
Section L of the Adoption Agreement, for purposes of (b) above, the "look-back
year" shall be the calendar year beginning within the twelve (12) month period
immediately preceding the "determination year." Notwithstanding the preceding
sentence, if the calendar year data election is effective with respect to a Plan
Year beginning in 1997, then for such Plan Year the "look-back year" shall be
the calendar year ending with or within the Plan Year for which testing is being
performed, and the "determination year" shall be the period of time, if any,
which extends beyond the "look-back year" and ends on the last day of the Plan
Year for which testing is being performed.

            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 Regulation 1.414(q)-1T, A-4 and
IRS Notice 97-45 (or any superseding guidance).

                                       5
<PAGE>

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

            For purposes of this Section, for Plan Years beginning prior to
January 1, 1998, the determination of 415 Compensation shall be made by
including amounts that would otherwise be excluded from a Participant's gross
income by reason of the application of Code Sections 125, 402(e)(3),
402(h)(1)(B) and, for Plan Years beginning on or after January 1, 2001 (or as of
a date, no earlier than January 1, 1998, as specified in an addendum to the
Adoption Agreement), 132(f)(4), and, in the case of Employer contributions made
pursuant to a salary reduction agreement, Code Section 403(b).

            In determining who is a Highly Compensated Employee, Employees who
are non-resident aliens and who received no earned income (within the meaning of
Code Section 911(d)) from the Employer constituting United States source income
within the meaning of Code Section 861(a)(3) shall not be treated as Employees.
Additionally, all Affiliated Employers shall be taken into account as a single
employer and Leased Employees within the meaning of Code Sections 414(n)(2) and
414(o)(2) shall be considered Employees unless such Leased Employees are covered
by a plan described in Code Section 414(n)(5) and are not covered in any
qualified plan maintained by the Employer. The exclusion of Leased Employees for
this purpose shall be applied on a uniform and consistent basis for all of the
Employer's retirement plans.

      1.35 "HIGHLY COMPENSATED PARTICIPANT" means any Highly Compensated
Employee who is eligible to participate in the component of the Plan being
tested.

      1.36 "HOUR OF SERVICE" means (1) each hour for which an Employee is
directly or indirectly compensated or entitled to compensation by the Employer
for the performance of duties during the applicable computation period (these
hours will be credited to the Employee for the computation period in which the
duties are performed); (2) each hour for which an Employee is directly or
indirectly compensated or entitled to compensation by the Employer (irrespective
of whether the employment relationship has terminated) for reasons other than
performance of duties (such as vacation, holidays, sickness, incapacity
(including disability), jury duty, lay-off, military duty or leave of absence)
during the applicable computation period (these hours will be calculated and
credited pursuant to Department of Labor regulation 2530.200b-2 which is
incorporated herein by reference); (3) each hour for which back pay is awarded
or agreed to by the Employer without regard to mitigation of damages (these
hours will be credited to the Employee for the computation period or periods to
which the award or agreement pertains rather than the computation period in
which the award, agreement or payment is made). The same Hours of Service shall
not be credited both under (1) or (2), as the case may be, and under (3).

            Notwithstanding (2) above, (i) no more than 501 Hours of Service are
required to be credited to an Employee on account of any single continuous
period during which the Employee performs no duties (whether or not such period
occurs in a single computation period); (ii) an hour for which an Employee is
directly or indirectly paid, or entitled to payment, on account of a period
during which no duties are performed is not required to be credited to the
Employee if such payment is made or due under a plan maintained solely for the
purpose of complying with applicable workers' compensation, or unemployment
compensation or disability insurance laws; and (iii) Hours of Service are not
required to be credited for a payment which solely reimburses an Employee for
medical or medically related expenses incurred by the Employee. Furthermore, for
purposes of (2) above, a payment shall be deemed to be made by or due from the
Employer regardless of whether such payment is made by or due from the Employer
directly, or indirectly through, among others, a Plan Fund, or insurer, to which
the Employer contributes or pays premiums and regardless of whether
contributions made or due to the Plan Fund, insurer, or other entity are for the
benefit of particular Employees or are on behalf of a group of Employees in the
aggregate.

            Hours of Service will be credited for employment with all Affiliated
Employers and for any individual considered to be a Leased Employee pursuant to
Code Section 414(n) or 414(o) and the Regulations thereunder. Furthermore, the
provisions of Department of Labor regulations 2530.200b-2(b) and (c) are
incorporated herein by reference.

            Hours of Service will be determined on the basis of the method
elected in Section D of the Adoption Agreement.

      1.37 "INSURER" means Massachusetts Life Insurance Company or MML Pension
Insurance Company, or any other legal reserve insurance company which shall
issue one or more Contracts or Policies under the Plan. The Insurer's liability
shall be limited to the terms of the issued Contract and Policies.

      1.38 "INVESTMENT MANAGER" means a Fiduciary as described in Act Section
3(38).

      1.39 "JOINT AND SURVIVOR ANNUITY" means an annuity for the life of a
Participant with a survivor annuity for the life of the Participant's spouse
which is not less than fifty percent (50%), nor more than one-hundred percent
(100%) of the amount of the annuity payable during the joint lives of the
Participant and the Participant's spouse which can be purchased with the
Participant's Vested interest in the Plan reduced by any outstanding loan
balances pursuant to Section 7.6.

      1.40 "KEY EMPLOYEE" means an Employee as defined in Code Section 416(i)
and the Regulations thereunder. Generally, any Employee or former Employee (as
well as each of such Employee's or former Employee's Beneficiaries) is
considered a Key Employee if, the individual at any time during the Plan Year
that contains the "Determination Date" (as defined in Section 9.2(c)) or any of
the preceding four (4) Plan Years, has been included in one of the following
categories:

                                       6
<PAGE>

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

            (b) one of the ten Employees having annual 415 Compensation from the
      Employer for a Plan Year greater than the dollar limitation in effect
      under Code Section 415(c)(1)(A) for the calendar year in which such Plan
      Year ends and owning (or considered as owning within the meaning of Code
      Section 318) both more than one-half percent (1/2%) interest and the
      largest interests in the Employer;

            (c) a "five percent (5%) owner" of the Employer. "Five percent (5%)
      owner" means any person who owns (or is considered as owning within the
      meaning of Code Section 318) more than five percent (5%) of the value of
      the outstanding stock of the Employer or stock possessing more than five
      percent (5%) of the total combined voting power of all stock of the
      Employer or, in the case of an unincorporated business, any person who
      owns more than five percent (5%) of the capital or profits interest in the
      Employer; and

            (d) a "one percent (1%) owner" of the Employer having annual 415
      Compensation from the Employer of more than $150,000. "One percent (1%)
      owner" means any person who owns (or is considered as owning within the
      meaning of Code Section 318) more than one percent (1%) of the value of
      the outstanding stock of the Employer or stock possessing more than one
      percent (1%) of the total combined voting power of all stock of the
      Employer or, in the case of an unincorporated business, any person who
      owns more than one percent (1%) of the capital or profits interest in the
      Employer.

            In determining percentage ownership hereunder, employers that would
otherwise be aggregated under Code Sections 414(b), (c), (m) and (o) shall be
treated as separate employers. In determining whether an individual has 415
Compensation of more than $150,000, 415 Compensation from each employer required
to be aggregated under Code Sections 414(b), (c), (m) and (o) shall be taken
into account. Furthermore, for purposes of this Section, for Plan Years
beginning prior to January 1, 1998, the determination of 415 Compensation shall
be made by including amounts that would otherwise be excluded from a
Participant's gross income by reason of the application of Code Sections 125,
402(e)(3), 402(h)(1)(B) and, for Plan Years beginning on or after January 1,
2001 (or as of a date, no earlier than January 1, 1998, as specified in an
addendum to the Adoption Agreement), 132(f)(4), and, in the case of Employer
contributions made pursuant to a salary reduction agreement, Code Section
403(b).

      1.41 "LATE RETIREMENT DATE" means the date of a Participant's actual
retirement after having reached the Normal Retirement Date.

      1.42 "LEASED EMPLOYEE" means, effective with respect to Plan Years
beginning on or after January 1, 1997, any person (other than an Employee of the
recipient Employer) who, pursuant to an agreement between the recipient Employer
and any other person or entity ("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 Employer. Contributions or benefits
provided a Leased Employee by the leasing organization which are attributable to
services performed for the recipient Employer shall be treated as provided by
the recipient Employer. Furthermore, Compensation for a Leased Employee shall
only include Compensation from the leasing organization that is attributable to
services performed for the recipient Employer.

            A Leased Employee shall not be considered an employee of the
recipient Employer if: (a) such employee is covered by a money purchase pension
plan providing: (1) a nonintegrated employer contribution rate of at least ten
percent (10%) of compensation, as defined in Code Section 415(c)(3), but for
Plan Years beginning prior to January 1, 1998, including amounts contributed
pursuant to a salary reduction agreement which are excludable from the
employee's gross income under Code Sections 125, 402(e)(3), 402(h)(1)(B),
403(b), or for Plan Years beginning on or after January 1, 2001 (or as of a
date, no earlier than January 1, 1998, as specified in an addendum to the
Adoption Agreement), 132(f)(4), (2) immediate participation, and (3) full and
immediate vesting; and (b) leased employees do not constitute more than twenty
percent (20%) of the recipient Employer's nonhighly compensated workforce.

      1.43 "LIMITATION YEAR" means the determination period used to determine
Compensation. However, the Employer may elect a different Limitation Year in the
Adoption Agreement or by adopting a written resolution to such effect. All
qualified plans maintained by the Employer must use the same Limitation Year.
Furthermore, unless there is a change to a new Limitation Year, the Limitation
Year will be a twelve (12) consecutive month period. In the case of an initial
Limitation Year, the Limitation Year will be the twelve (12) consecutive month
period ending on the last day of the period specified in the Adoption Agreement
(or written resolution). If the Limitation Year is amended to a different twelve
(12) consecutive month period, the new "Limitation Year" must begin on a date
within the "Limitation Year" in which the amendment is made.

      1.44 "NET PROFIT" means, with respect to any Fiscal Year, the Employer's
net income or profit for such Fiscal Year determined upon the basis of the
Employer's books of account in accordance with generally accepted accounting
principles, without any reduction for taxes based upon income, or for
contributions made by the Employer to this Plan and any other qualified plan.

                                       7
<PAGE>

      1.45 "NON-ELECTIVE CONTRIBUTION" means the Employer's contributions to the
Plan other than Elective Deferrals, any Qualified Non-Elective Contributions and
any Qualified Matching Contributions. Employer matching contributions which are
not Qualified Matching Contributions shall be considered a Non-Elective
Contribution for purposes of the Plan.

      1.46 "NON-HIGHLY COMPENSATED PARTICIPANT" means any Participant who is not
a Highly Compensated Employee. However, if pursuant to Sections 12.4 or 12.6 the
prior year testing method is used to calculate the ADP or the ACP, a Non-Highly
Compensated Participant shall be determined using the definition of Highly
Compensated Employee in effect for the preceding Plan Year.

      1.47 "NON-KEY EMPLOYEE" means any Employee or former Employee (and such
Employee's or former Employee's Beneficiaries) who is not, and has never been, a
Key Employee.

      1.48 "NORMAL RETIREMENT AGE" means the age elected in the Adoption
Agreement at which time a Participant's Account shall be nonforfeitable (if the
Participant is employed by the Employer on or after that date).

      1.49 "NORMAL RETIREMENT DATE" means the date a Participant attains Normal
Retirement Age as elected in Section E.5 of the Adoption Agreement.

      1.50 "1-YEAR BREAK IN SERVICE" means, if the Hour of Service Method is
elected in the Adoption Agreement, the applicable computation period during
which an Employee or former Employee has not completed more than 500 Hours of
Service. Further, solely for the purpose of determining whether an Employee has
incurred a 1-Year Break in Service, Hours of Service shall be recognized for
"authorized leaves of absence" and "maternity and paternity leaves of absence."
For this purpose, Hours of Service shall be credited for the computation period
in which the absence from work begins, only if credit therefore is necessary to
prevent the Employee from incurring a 1-Year Break in Service, or, in any other
case, in the immediately following computation period. The Hours of Service
credited for a "maternity or paternity leave of absence" shall be those which
would normally have been credited but for such absence, or, in any case in which
the Administrator is unable to determine such hours normally credited, eight (8)
Hours of Service per day. The total Hours of Service required to be credited for
a "maternity or paternity leave of absence" shall not exceed the number of Hours
of Service needed to prevent the Employee from incurring a 1-Year Break in
Service.

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

            A "maternity or paternity leave of absence" means an absence from
work for any period by reason of the Employee's pregnancy, birth of the
Employee's child, placement of a child with the Employee in connection with the
adoption of such child, or any absence for the purpose of caring for such child
for a period immediately following such birth or placement.

            If the Elapsed Time Method is elected in Section D.2 of the Adoption
Agreement, a "1-Year Break in Service" means a twelve (12) consecutive month
period beginning on the severance from service date or any anniversary thereof
and ending on the next succeeding anniversary of such date; provided, however,
that the Employee or former Employee does not perform an Hour of Service for the
Employer during such twelve (12) consecutive month period.

      1.51 "OWNER-EMPLOYEE" means a sole proprietor who owns the entire interest
in the Employer or a partner (or member in the case of a limited liability
company treated as a partnership or sole proprietorship for federal income tax
purposes) who owns more than ten percent (10%) of either the capital interest or
the profits interest in the Employer and who receives income for personal
services from the Employer.

      1.52 "PARTICIPANT" means any Eligible Employee who has satisfied the
requirements of Section 3.2, became a member on an Entry Date and has not for
any reason become ineligible to participate further in the Plan.

      1.53 "PARTICIPANT DIRECTED ACCOUNT" means that portion of a Participant's
interest in the Plan with respect to which the Participant has directed the
investment in accordance with the Participant Direction Procedures.

      1.54 "PARTICIPANT DIRECTION PROCEDURES" means such instructions,
guidelines or policies, the terms of which are incorporated herein, as shall be
established pursuant to Section 4.10 and observed by the Administrator and
applied and provided to Participants who have Participant Directed Accounts.

      1.55 "PARTICIPANT'S ACCOUNT" means the account established and maintained
by the Administrator for each Participant with respect to such Participant's
total interest under the Plan resulting from (a) the Employer's contributions in
the case of a Profit Sharing Plan or Money Purchase Plan, and (b) the Employer's
Non-Elective Contributions in the case of a 401(k) Profit Sharing Plan. Separate
accountings shall be maintained with respect to that portion of a Participant's
Account attributable to Employer matching, contributions and to Employer
discretionary contributions made pursuant to Section 12.1(a)(3).

                                       8
<PAGE>

      1.56 "PARTICIPANT'S COMBINED ACCOUNT" means the total aggregate amount of
a Participant's interest under the Plan resulting from Employer contributions
(including Elective Deferrals).

      1.57 "PARTICIPANT'S ELECTIVE DEFERRAL ACCOUNT" means the account
established and maintained by the Administrator for each Participant with
respect to such Participant's total interest in the Plan resulting from Elective
Deferrals. Amounts in the Participant's Elective Deferral Account are
nonforfeitable when made and are subject to the distribution restrictions of
Section 12.2(c).

      1.58 "PARTICIPANT'S MATCHED CONTRIBUTIONS" means any Employee after-tax
contributions subject to an Employer matching contribution elected in Section
I.3 of the Adoption Agreement.

      1.59 "PARTICIPANT'S ROLLOVER ACCOUNT" means the account established and
maintained by the Administrator for each Participant with respect to such
Participant's interest in the Plan resulting from amounts transferred from
another qualified plan or "conduit" Individual Retirement Account in accordance
with Section 4.6.

      1.60 "PARTICIPANT'S TRANSFER ACCOUNT" means the account established and
maintained by the Administrator for each Participant with respect to the total
interest in the Plan resulting from amounts transferred to this Plan from a
direct plan-to-plan transfer in accordance with Section 4.7.

      1.61 "PERIOD OF SERVICE" means the aggregate of all periods commencing
with an Employee's first day of employment or reemployment with the Employer or
an Affiliated Employer and ending on the first day of a Period of Severance. The
first day of employment or reemployment is the first day the Employee performs
an Hour of Service. An Employee will also receive partial credit for any Period
of Severance of less than twelve (12) consecutive months. Fractional periods of
a year will be expressed in terms of days.

            Periods of Service with any Affiliated Employer shall be recognized.
Furthermore, Periods of Service with any predecessor employer that maintained
this Plan shall be recognized. Periods of Service with any other predecessor
employer shall be recognized as elected in Section D.1 of the Adoption
Agreement.

            In determining Periods of Service for purposes of vesting under the
Plan, Periods of Service will be excluded as elected in Section E.4 of the
Adoption Agreement and as specified in Section 3.5.

            In the event the method of crediting service is amended from the
Hour of Service Method to the Elapsed Time Method, an Employee will receive
credit for a Period of Service consisting of:

            (a) A number of years equal to the number of Years of Service
      credited to the Employee before the computation period during which the
      amendment occurs; and

            (b) The greater of (1) the Periods of Service that would be credited
      to the Employee under the Elapsed Time Method for service during the
      entire computation period in which the transfer occurs or (2) the service
      taken into account under the Hour of Service Method as of the date of the
      amendment.

            In addition, the Employee will receive credit for service subsequent
to the amendment commencing on the day after the last day of the computation
period in which the transfer occurs.

      1.62 "PERIOD OF SEVERANCE" means a continuous period of time during which
an Employee is not employed by the Employer. Such period begins on the date the
Employee retires, quits or is discharged, or if earlier, the twelve (12) month
anniversary of the date on which the Employee was otherwise first absent from
service.

            In the case of an individual who is absent from work for "maternity
or paternity" reasons, the twelve (12) consecutive month period beginning on the
first anniversary of the first day of such absence shall not constitute a one
year Period of Severance. For purposes of this paragraph, an absence from work
for "maternity or paternity" reasons means an absence (a) by reason of the
pregnancy of the individual, (b) by reason of the birth of a child of the
individual, (c) by reason of the placement of a child with the individual in
connection with the adoption of such child by such individual, or (d) for
purposes of caring for such child for a period beginning immediately following
such birth or placement.

      1.63 "PLAN" means this instrument (hereinafter referred to as the
MassMutual Flexinvest(R) Plan Document [#03] and the Adoption Agreement as
adopted by the Employer, including all amendments thereto and any addendum which
is specifically permitted pursuant to the terms of the Plan.

      1.64 "PLAN FUND" means the assets of the Plan as shall exist from time to
time. Not withstanding any provisions to the contrary, if Plan Funds are
composed of assets outside of the contract, all references to Administrator
shall be replaced with Trustee.

      1.65 "PLAN YEAR" means the Plan's accounting year as specified in Section
B.3 of the Adoption Agreement.

                                       9
<PAGE>

      1.66 "PRE-RETIREMENT SURVIVOR ANNUITY" means an immediate annuity for the
life of a Participant's spouse, the payments under which must be equal to the
benefit which can be provided with the percentage, as specified in the Adoption
Agreement, of the Participant's Vested interest in the Plan as of the date of
death. If no election is made in Section H.1 of the Adoption Agreement, the
percentage shall be equal to fifty percent (50%). Furthermore, if less than one
hundred percent (100%) of the Participant's Vested interest in the Plan is used
to provide the Pre-Retirement Survivor Annuity, a proportionate share of each of
the Participant's accounts shall be used to provide the Pre-Retirement Survivor
Annuity.

      1.67 "QUALIFIED MATCHING CONTRIBUTION" means any Employer matching
contributions that are made pursuant to Sections 12.1(a)(2) if elected in G.3 of
the Adoption Agreement, 12.5 and 12.7.

      1.68 "QUALIFIED MATCHING CONTRIBUTION ACCOUNT" means the account
established hereunder to which Qualified Matching Contributions are allocated.
Amounts in the Qualified Matching Contribution Account are nonforfeitable when
made and are subject to the distribution restrictions of Section 12.2(c).

      1.69 "QUALIFIED NON-ELECTIVE CONTRIBUTION" means the Employer's
contributions to the Plan that are made pursuant to Sections 12.1(a)(4) if
elected in Section G.6 of the Adoption Agreement, 12.5 and 12.7.

      1.70 "QUALIFIED NON-ELECTIVE CONTRIBUTION ACCOUNT" means the account
established hereunder to which Qualified Non-Elective Contributions are
allocated. Amounts in the Qualified Non-Elective Contribution Account are
nonforfeitable when made and are subject to the distribution restrictions of
Section 12.2(c).

      1.71 "QUALIFIED VOLUNTARY EMPLOYEE CONTRIBUTION ACCOUNT" means the account
established hereunder to which a Participant's tax deductible qualified
voluntary employee contributions made pursuant to Section 4.9 are allocated.

      1.72 "REGULATION" means the Income Tax Regulations as promulgated by the
Secretary of the Treasury or a delegate of the Secretary of the Treasury, and as
amended from time to time.

      1.73 "RETIRED PARTICIPANT" means a person who has been a Participant, but
who has become entitled to retirement benefits under the Plan.

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

      1.75 "SELF-EMPLOYED INDIVIDUAL" means an individual who has Earned Income
for the taxable year from the trade or business for which the Plan is
established, and, also, an individual who would have had Earned Income but for
the fact that the trade or business had no net profits for the taxable year. A
Self-Employed Individual shall be treated as an Employee.

      1.76 "SHAREHOLDER-EMPLOYEE" means a Participant who owns (or is deemed to
own pursuant to Code Section 318(a)(1)) more than five percent (5%) of the
Employer's outstanding capital stock during any year in which the Employer
elected to be taxed as a Small Business Corporation (S Corporation) under the
applicable Code sections relating to Small Business Corporations.

      1.77 "SHORT PLAN YEAR" means, if specified in Section B.3 of the Adoption
Agreement, a Plan Year of less than a twelve (12) month period. If there is a
Short Plan Year, the following rules shall apply in the administration of this
Plan. In determining whether an Employee has completed a Year of Service (or
Period of Service if the Elapsed Time Method is used) for benefit accrual
purposes in the Short Plan Year, the number of the Hours of Service (or months
of service if the Elapsed Time Method is used) required shall be proportionately
reduced based on the number of days (or months) in the Short Plan Year. The
determination of whether an Employee has completed a Year of Service (or Period
of Service) for vesting and eligibility purposes shall be made in accordance
with Department of Labor regulation 2530.203-2(c). In addition, if this Plan is
integrated with Social Security, then the integration level shall be
proportionately reduced based on the number of months in the Short Plan Year.

      1.78 "SPOUSE OR SURVIVING SPOUSE" means the Spouse or Surviving Spouse of
the Participant, provided that a former spouse will be treated as the Spouse or
Surviving Spouse and a current spouse will not be treated as the Spouse or
Surviving Spouse to the extent provided under a qualified domestic relations
order as described in Code Section 414(p).

      1.79 "SUPER TOP-HEAVY PLAN" means a plan which would be a Top-Heavy Plan
if sixty percent (60%) is replaced with ninety percent (90%) in Section 9.2(a).
However, effective as of the first Plan Year beginning after December 31, 1999,
no Plan shall be considered a Super Top-Heavy Plan.

      1.80 "TAXABLE WAGE BASE" means, with respect to any Plan Year, the
contribution and benefit base under Section 230 of the Social Security Act at
the beginning of such Plan Year.

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

      1.82 "TOP-HEAVY PLAN" means a plan described in Section 9.2(a).

                                       10
<PAGE>

      1.83 "TOP-HEAVY PLAN YEAR" means a Plan Year commencing after December 31,
1983, during which the Plan is a Top-Heavy Plan.

      1.84 "TOP-PAID GROUP" shall be determined pursuant to Code Section 414(q)
and the Regulations thereunder and generally means the top twenty percent (20%)
of Employees who performed services for the Employer during the applicable year,
ranked according to the amount of 415 Compensation received from the Employer
during such year. All Affiliated Employers shall be taken into account as a
single employer, and Leased Employees shall be treated as Employees if required
pursuant to Code Section 414(n) or (o). Employees who are non-resident aliens
who received no earned income (within the meaning of Code Section 911(d)(2))
from the Employer constituting United States source income within the meaning of
Code Section 861(a)(3) shall not be treated as Employees. Furthermore, for the
purpose of determining the number of active Employees in any year, the following
additional Employees may also be excluded, however, such Employees shall still
be considered for the purpose of identifying the particular Employees in the
Top-Paid Group:

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

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

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

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

            In addition, if ninety percent (90%) or more of the Employees of the
Employer are covered under agreements the Secretary of Labor finds to be
collective bargaining agreements between Employee representatives and the
Employer, and the Plan covers only Employees who are not covered under such
agreements, then Employees covered by such agreements shall be excluded from
both the total number of active Employees as well as from the identification of
particular Employees in the Top-Paid Group.

            The foregoing exclusions set forth in this Section shall be applied
on a uniform and consistent basis for all purposes for which the Code Section
414(q) definition is applicable. Furthermore, in applying such exclusions, the
Employer may substitute any lesser service, hours or age.

      1.85 "TOTAL AND PERMANENT DISABILITY" means the inability to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment that can be expected to result in death or which has lasted or
can be expected to last for a continuous period of not less than twelve (12)
months. The disability of a Participant shall be determined by a licensed
physician chosen by the Administrator. However, if the condition constitutes
total disability under the federal Social Security Acts, the Administrator may
rely upon such determination that the Participant is Totally and Permanently
Disabled for the purposes of this Plan. The determination shall be applied
uniformly to all Participants.

      1.86 "TRUSTEE" means the person or entity named by the Employer or any
successors thereto. The Trustee shall have no responsibility or liability for
the maintenance and compliance of the Plan. The provisions of the separate
trustee agreement shall govern the Trustee's duties and responsibilities.

      1.87 "VALUATION DATE" means each day the New York Stock Exchange is open
for business.

      1.88 "VESTED" means the nonforfeitable portion of any account maintained
on behalf of a Participant.

      1.89 "VOLUNTARY CONTRIBUTION ACCOUNT" means the account established and
maintained by the Administrator for each Participant with respect to such
Participant's total interest in the Plan resulting from the Participant's
after-tax voluntary Employee contributions made pursuant to Section 4.7.

            Amounts recharacterized as after-tax voluntary Employee
contributions pursuant to Section 12.5 shall remain subject to the limitations
of Section 12.2. Therefore, a separate accounting shall be maintained with
respect to that portion of the Voluntary Contribution Account attributable to
after-tax voluntary Employee contributions made pursuant to Section 4.8.

      1.90 "YEAR OF PARTICIPATION" means a Plan Year in which an Eligible
Employee has completed at least 1,000 Hours of Service (or the number of hours
elected in Section D.2.a.3.f. of the Adoption Agreement) with the Employer.

      1.91 "YEAR OF SERVICE" means the computation period of twelve (12)
consecutive months, herein set forth, and during which an Employee has completed
at least 1,000 Hours of Service.

            For purposes of eligibility for participation, the initial
computation period shall begin with the date on which the Employee first
performs an Hour of Service (employment commencement date). The initial
computation period beginning after a 1-Year Break in Service shall be measured
from the date on which an Employee again performs an Hour of Service. Unless
otherwise elected in Section D.2.a.1 of the Adoption Agreement, the succeeding
computation periods shall begin on the anniversary of the Employee's employment
commencement date. However, unless otherwise elected in Section D.2.a.1 of the
Adoption Agreement, if one (1) Year of Service or less is required as a
condition of eligibility, then the computation period after

                                       11
<PAGE>

the initial computation period shall shift to the current Plan Year which
includes the anniversary of the date on which the Employee first performed an
Hour of Service, and subsequent computation periods shall be the Plan Year. If
there is a shift to the Plan Year, an Employee who is credited with the number
of Hours of Service to be credited with a Year of Service in both the initial
eligibility computation period and the first Plan Year which commences prior to
the first anniversary of the Employee's initial eligibility computation period
will be credited with two (2) Years of Service for purposes of eligibility to
participate.

            If two (2) Years of Service are required as a condition of
eligibility, a Participant will only have completed two (2) Years of Service for
eligibility purposes upon completing two (2) consecutive Years of Service
without an intervening 1-Year Break-in-Service.

            For vesting purposes, and all other purposes not specifically
addressed in this Section, the computation period shall be the Plan Year.
However, if the Elapsed Time Method is elected, the vesting computation period
shall be the date an Employee first performs an Hour of Service and each
anniversary thereof.

            In determining Years of Service for purposes of vesting under the
Plan, Years of Service will be excluded as elected in Section E.4 of the
Adoption Agreement and as specified in Section 3.7.

            Years of Service and 1-Year Breaks in Service for eligibility
purposes will be measured on the same eligibility computation period. Years of
Service and 1-Year Breaks in Service for vesting purposes will be measured on
the same vesting computation period.

            Years of Service with any Affiliated Employer shall be recognized.
Furthermore, Years of Service with any predecessor employer that maintained this
Plan shall be recognized. Years of Service with any other predecessor employer
shall be recognized as elected in the Adoption Agreement.

            In the event the method of crediting service is amended from the
Elapsed Time Method to the Hour of Service Method, an Employee will receive
credit for Years of Service equal to:

            (a) The number of Years of Service equal to the number of 1-year
      Periods of Service credited to the Employee as of the date of the
      amendment; and

            (b) In the computation period which includes the date of the
      amendment, a number of Hours of Service (using the Hours of Service
      equivalency method elected in Section D.2.a.2 of the Adoption Agreement)
      to any fractional part of a year credited to the Employee under this
      Section as of the date of the amendment.

                                   ARTICLE II
                                 ADMINISTRATION

2.1   POWERS AND RESPONSIBILITIES OF THE EMPLOYER

            (a) In addition to the general powers and responsibilities otherwise
      provided for in this Plan, the Employer shall be empowered to appoint and
      remove the Administrator and Trustee (if applicable) from time to time as
      it deems necessary for the proper administration of the Plan to ensure
      that the Plan is being operated for the exclusive benefit of the
      Participants and their Beneficiaries in accordance with the terms of the
      Plan, the Code, and the Act. The Employer may appoint counsel,
      specialists, advisers, agents (including any nonfiduciary agent) and other
      persons as the Employer deems necessary or desirable in connection with
      the exercise of its fiduciary duties under this Plan. The Employer may
      compensate such agents or advisers from the assets of the Plan as
      fiduciary expenses (but not including any business (settlor) expenses of
      the Employer), to the extent not paid by the Employer.

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

            (c) The Employer may appoint, at its option, an Investment Manager,
      investment adviser, or other agent to provide direction to the
      Administrator with respect to any or all of the Plan assets. Such
      appointment shall be given by the Employer in writing in a form acceptable
      to the Administrator and shall specifically identify the Plan assets with
      respect to which the Investment Manager or other agent shall have the
      authority to direct the investment.

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

                                       12
<PAGE>

2.2   DESIGNATION OF ADMINISTRATIVE AUTHORITY

            The Employer may appoint one or more Administrators. If the Employer
does not appoint an Administrator, the Employer will be the Administrator. Any
person, including, but not limited to, the Employees of the Employer, shall be
eligible to serve as an Administrator. Any person so appointed shall signify
acceptance by filing written acceptance with the Employer. An Administrator may
resign by delivering a written resignation to the Employer or be removed by the
Employer by delivery of written notice of removal, to take effect at a date
specified therein, or upon delivery to the Administrator if no date is
specified. Upon the resignation or removal of an Administrator, the Employer may
designate in writing a successor to this position. The Insurer shall not be
appointed or considered the Administrator of the Plan.

2.3   ALLOCATION AND DELEGATION OF RESPONSIBILITIES

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

2.4   POWERS AND DUTIES OF THE ADMINISTRATOR

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

            The Administrator shall be charged with the duties of the general
administration of the Plan and the powers necessary to carry out such duties as
set forth under the terms of the Plan, including, but not limited to, the
following:

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

            (b) the authority to review and settle all claims against the Plan,
      including claims where the settlement amount cannot be calculated or is
      not calculated in accordance with the Plan's benefit formula. This
      authority specifically permits the Administrator to settle, in compromise
      fashion, disputed claims for benefits and any other disputed claims made
      against the Plan;

            (c) to compute, certify, and direct the payment of the amount and
      the kind of benefits to which any Participant shall be entitled hereunder;

            (d) to authorize all discretionary or otherwise directed
      disbursements from the Plan Fund;

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

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

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

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

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

                                       13
<PAGE>

            (j) to prepare and implement a procedure for notifying Participants
      and Beneficiaries of their rights to elect Joint and Survivor Annuities
      and Pre-Retirement Survivor Annuities if required by the Plan, Code and
      Regulations thereunder;

            (k) to assist Participants regarding their rights, benefits, or
      elections available under the Plan;

            (l) to act as the named Fiduciary responsible for communicating with
      Participants as needed to maintain Plan compliance with Act Section 404(c)
      (if the Employer intends to comply with Act Section 404(c)) including, but
      not limited to, the receipt and transmission of Participants' directions
      as to the investment of their accounts under the Plan and the formation of
      policies, rules, and procedures pursuant to which Participants may give
      investment instructions with respect to the investment of their accounts;
      and

            (m) to determine the validity of, and take appropriate action with
      respect to, any qualified domestic relations order received by it.

2.5   RECORDS AND REPORTS

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

2.6   APPOINTMENT OF ADVISERS

            The Administrator may appoint counsel, specialists, advisers, agents
(including nonfiduciary agents) and other persons as the Administrator deems
necessary or desirable in connection with the administration of this Plan,
including but not limited to agents and advisers to assist with the
administration and management of the Plan, and thereby to provide, among such
other duties as the Administrator may appoint, assistance with maintaining Plan
records and the providing of investment information to the Plan's investment
fiduciaries and, if applicable, to Plan Participants.

2.7   INFORMATION FROM EMPLOYER

            The Employer shall supply full and timely information to the
Administrator on all pertinent facts as the Administrator may require in order
to perform its functions hereunder as may be pertinent to his duties under the
Plan. The Administrator may rely upon such information as is supplied by the
Employer and shall have no duty or responsibility to verify such information.

2.8   PAYMENT OF EXPENSES

            All expenses of administration may be paid out of the Plan Fund
unless paid by the Employer. Such expenses shall include any expenses incident
to the functioning of the Administrator, or any person or persons retained or
appointed by any Named Fiduciary incident to the exercise of their duties under
the Plan, including, but not limited to, fees of accountants, counsel,
Investment Managers, agents (including nonfiduciary agents) appointed for the
purpose of assisting the Administrator in carrying out the instructions of
Participants as to the directed investment of their accounts (if permitted) and
other specialists and their agents, the costs of any bonds required pursuant to
Act Section 412, and other costs of administering the Plan. Until paid, the
expenses shall constitute a liability of the Plan Fund.

2.9   MAJORITY ACTIONS

            Except where there has been an allocation and delegation of
administrative authority pursuant to Section 2.3, if there is more than one
Administrator, then they shall act by a majority of their number, but may
authorize one or more of them to sign all papers on their behalf.

2.10  CLAIMS PROCEDURE

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

                                       14
<PAGE>

2.11  CLAIMS REVIEW PROCEDURE

            Any Employee, former Employee, or Beneficiary of either, who has
been denied a benefit by a decision of the Administrator pursuant to Section
2.10 shall be entitled to request the Administrator to give further
consideration to the claim by filing with the Administrator a written request
for a hearing. Such request, together with a written statement of the reasons
why the claimant believes such claim should be allowed, shall be filed with the
Administrator no later than sixty (60) days after receipt of the written
notification provided for in Section 2.10. The Administrator shall then conduct
a hearing within the next sixty (60) days, at which the claimant may be
represented by an attorney or any other representative of such claimant's
choosing and expense and at which the claimant shall have an opportunity to
submit written and oral evidence and arguments in support of the claim. At the
hearing (or prior thereto upon five (5) business days written notice to the
Administrator) the claimant or the claimant's representative shall have an
opportunity to review all documents in the possession of the Administrator which
are pertinent to the claim at issue and its disallowance. Either the claimant or
the Administrator may cause a court reporter to attend the hearing and record
the proceedings. In such event, a complete written transcript of the proceedings
shall be furnished to both parties by the court reporter. The full expense of
any such court reporter and such transcripts shall be borne by the party causing
the court reporter to attend the hearing. A final decision as to the allowance
of the claim shall be made by the Administrator within sixty (60) days of
receipt of the appeal (unless there has been an extension of sixty (60) days due
to special circumstances, provided the delay and the special circumstances
occasioning it are communicated to the claimant within the sixty (60) day
period). Such communication shall be written in a manner calculated to be
understood by the claimant and shall include specific reasons for the decision
and specific references to the pertinent Plan provisions on which the decision
is based. Notwithstanding the preceding, to the extent any of the time periods
specified in this Section are amended by law or Department of Labor regulation,
then the time frames specified herein shall automatically be changed in
accordance with such law or regulation.

            If the Administrator, pursuant to the claims review procedure, makes
a final written determination denying a Participant's or Beneficiary's benefit
claim, then in order to preserve the claim, the Participant or Beneficiary must
file an action with respect to the denied claim not later than one hundred
eighty (180) days following the date of the Administrator's final determination.

                                   ARTICLE III
                                   ELIGIBILITY

3.1   CONDITIONS OF ELIGIBILITY

            Any Eligible Employee shall be eligible to participate hereunder on
the date such Employee has satisfied the conditions of eligibility elected in
Section C of the Adoption Agreement.

3.2   EFFECTIVE DATE OF PARTICIPATION

            An Eligible Employee who has satisfied the conditions of eligibility
pursuant to Section 3.1 shall become a Participant effective as of the Entry
Date. If said Employee is not employed on such date, but is reemployed before a
1-Year Break in Service has occurred, then such Employee shall become a
Participant on the date of reemployment or, if later, the date that the Employee
would have otherwise entered the Plan had the Employee not terminated
employment.

            Unless specifically provided otherwise in Section C of the Adoption
Agreement, an Eligible Employee who satisfies the Plan's eligibility requirement
conditions by reason of recognition of service with a predecessor employer will
become a Participant as of the day the Plan credits service with a predecessor
employer or, if later, the date the Employee would have otherwise entered the
Plan had the service with the predecessor employer been service with the
Employer.

            If an Employee, who has satisfied the Plan's eligibility
requirements and would otherwise have become a Participant, shall go from a
classification of a noneligible Employee to an Eligible Employee, such Employee
shall become a Participant on the date such Employee becomes an Eligible
Employee or, if later, the date that the Employee would have otherwise entered
the Plan had the Employee always been an Eligible Employee.

            If an Employee, who has satisfied the Plan's eligibility
requirements and would otherwise become a Participant, shall go from a
classification of an Eligible Employee to a noneligible class of Employees, such
Employee shall become a Participant in the Plan on the date such Employee again
becomes an Eligible Employee, or, if later, the date that the Employee would
have otherwise entered the Plan had the Employee always been an Eligible
Employee. However, if such Employee incurs a 1-Year Break in Service,
eligibility will be determined under the Break in Service rules set forth in
Section 3.5.

3.3   DETERMINATION OF ELIGIBILITY

            The Administrator shall determine the eligibility of each Employee
for participation in the Plan based upon information furnished by the Employer.
Such determination shall be conclusive and binding upon all persons, as long as
the same is made pursuant to the Plan and the Act. Such determination shall be
subject to review pursuant to Section 2.11.

                                       15
<PAGE>

3.4   TERMINATION OF ELIGIBILITY

            In the event a Participant shall go from a classification of an
Eligible Employee to an ineligible Employee, such Former Participant shall
continue to vest in the Plan for each Year of Service (or Period of Service, if
the Elapsed Time Method is used) completed while an ineligible Employee, until
such time as the Participant's Account is forfeited or distributed pursuant to
the terms of the Plan. Additionally, the Former Participant's interest in the
Plan shall continue to share in the earnings of the Plan Fund in the same manner
as Participants.

3.5   REHIRED EMPLOYEES AND BREAKS IN SERVICE

            (a) If any Participant becomes a Former Participant due to severance
      from employment with the Employer and is reemployed by the Employer before
      a 1-Year Break in Service occurs, the Former Participant shall become a
      Participant as of the reemployment date.

            (b) If any Participant becomes a Former Participant due to severance
      from employment with the Employer and is reemployed after a 1-Year Break
      in Service has occurred, Years of Service (or Periods of Service if the
      Elapsed Time Method is being used) shall include Years of Service (or
      Periods of Service if the Elapsed Time Method is being used) prior to the
      1-Year Break in Service subject to the following rules:

            (1) In the case of a Former Participant who under the Plan does not
            have a nonforfeitable right to any interest in the Plan resulting
            from Employer contributions, Years of Service (or Periods of
            Service) before a period of 1-Year Breaks in Service will not be
            taken into account if the number of consecutive 1-Year Breaks in
            Service equals or exceeds the greater of (A) five (5) or (B) the
            aggregate number of pre-break Years of Service (or Periods of
            Service). Such aggregate number of Years of Service (or Periods of
            Service) will not include any Years of Service (or Periods of
            Service) disregarded under the preceding sentence by reason of prior
            1-Year Breaks in Service;

            (2) A Former Participant who has not had Years of Service (or
            Periods of Service) before a 1-Year Break in Service disregarded
            pursuant to (1) above, shall participate in the Plan as of the date
            of reemployment, or if later, as of the date the Former Participant
            would otherwise enter the Plan pursuant to Sections 3.1 and 3.2
            taking into account all service not disregarded.

            (c) After a Former Participant who has severed employment with the
      Employer incurs five (5) consecutive 1-Year Breaks in Service, the Vested
      portion of such Former Participant's Account attributable to pre-break
      service shall not be increased as a result of post-break service.

            (d) If any Participant becomes a Former Participant due to severance
      of employment with the Employer and is reemployed by the Employer before
      five (5) consecutive 1-Year Breaks in Service, and such Former Participant
      had received a distribution of the entire Vested interest prior to
      reemployment, then the forfeited account shall be reinstated only if the
      Former Participant repays the full amount attributable to Employer
      contributions (excluding Employee deferrals) which had been distributed
      unless otherwise elected in Section L5 of the Adoption Agreement. Such
      repayment must be made before the earlier of five (5) years after the
      first date on which the Participant is subsequently reemployed by the
      Employer or the close of the first period of five (5) consecutive 1-Year
      Breaks in Service commencing after the distribution. If a distribution
      occurs for any reason other than a severance of employment, the time for
      repayment may not end earlier than five (5) years after the date of
      distribution. In the event the Former Participant does repay the full
      amount distributed, the undistributed forfeited portion of the
      Participant's Account must be restored in full, unadjusted by any gains or
      losses occurring subsequent to the Valuation Date preceding the
      distribution. The source for such reinstatement may be Forfeitures
      occurring during the Plan Year. If such source is insufficient, then the
      Employer will contribute an amount which is sufficient to restore the
      Participant's Account, provided, however, that if a discretionary
      contribution is made for such year, such contribution will first be
      applied to restore any such accounts and the remainder shall be allocated
      in accordance with the terms of the Plan. If a non-Vested Former
      Participant was deemed to have received a distribution and such Former
      Participant is reemployed by the Employer before five (5) consecutive
      1-Year Breaks in Service, then such Participant will be deemed to have
      repaid the deemed distribution as of the date of reemployment.

3.6   ELECTION NOT TO PARTICIPATE

            An Employee may, subject to the approval of the Employer, elect
voluntarily not to participate in the Plan. The election not to participate must
be irrevocable and communicated to the Employer, in writing, within a reasonable
period of time before the Employee's first becoming eligible under any plan of
the Employer.

3.7   CONTROL OF ENTITIES BY OWNER-EMPLOYEE

                                       16
<PAGE>

            Effective with respect to Plan Years beginning after December 31,
1996, if this Plan provides contributions or benefits for one or more
Owner-Employees, the contributions on behalf of any Owner-Employee shall be made
only with respect to the Earned Income for such Owner-Employee which is derived
from the trade or business with respect to which such Plan is established.

                                   ARTICLE IV
                           CONTRIBUTION AND ALLOCATION

4.1   FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION

            (a) For a Money Purchase Plan:

            (1) The Employer will make contributions on the following basis. On
            behalf of each Participant eligible to share in allocations, for
            each year of such Participant's participation in this Plan, the
            Employer will contribute the amount elected in Section G.1 of the
            Adoption Agreement. All contributions by the Employer will be made
            in cash. In the event a funding waiver is obtained, this Plan shall
            be deemed to be an individually designed plan.

            (2) Notwithstanding the foregoing, with respect to an Employer which
            is not a tax-exempt entity, the Employer's contribution for any
            Fiscal Year shall not exceed the maximum amount allowable as a
            deduction to the Employer under the provisions of Code Section 404.
            However, to the extent necessary to provide the Top-Heavy minimum
            allocations, the Employer shall make a contribution even if it
            exceeds the amount that is deductible under Code Section 404.

            (b) For a Profit Sharing Plan:

            (1) For each Plan Year, the Employer may (or will in the case of a
            Prevailing Wage contribution) contribute to the Plan such amount as
            elected by the Employer in Section G.1 of the Adoption Agreement.

            (2) Additionally, the Employer will contribute to the Plan the
            amount necessary, if any, to provide the Top-Heavy minimum
            allocations, even if it exceeds current or accumulated Net Profit or
            the amount that is deductible under Code Section 404.

4.2   TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION

            Unless otherwise provided by contract or law, the Employer may make
its contribution to the Plan for a particular Plan Year at such time as the
Employer, in its sole discretion, determines. If the Employer makes a
contribution for a particular Plan Year after the close of that Plan Year, the
Employer will designate to the Administrator the Plan Year for which the
Employer is making its contribution.

4.3   ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS

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

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

            (1) For a Money Purchase Plan (other than a Money Purchase Plan
            which is integrated by allocation):

                  (i) The Employer's contribution shall be allocated to each
                  Participant's Account in the manner set forth in Section 4.1
                  herein and as specified in Section G.1 of the Adoption
                  Agreement.

                  (ii) However, regardless of the preceding, a Participant shall
                  only be eligible to share in the allocations of the Employer's
                  contribution for the year if the conditions set forth in
                  Section G.2 of the Adoption Agreement are satisfied, unless a
                  top heavy contribution is required pursuant to Section 4.3(f).
                  If no election is made in the Adoption Agreement, then a
                  Participant shall be eligible to share in the allocation of
                  the Employer's contribution for the year if the Participant
                  completes more than five hundred (500) Hours of Service (or
                  three (3) Months of Service if the Elapsed Time method is
                  chosen in the Adoption Agreement) during the Plan Year or who
                  is employed on the last day of the Plan Year. Furthermore,
                  with respect to a non-standardized Adoption Agreement,
                  regardless of any election in the Adoption Agreement to the
                  contrary, for the Plan Year in which this Plan terminates, a
                  Participant shall only be eligible to share in the allocation
                  of the Employer's

                                       17
<PAGE>

                  contributions for the Plan Year if the Participant is employed
                  at the end of the Plan Year and has completed a Year of
                  Service (or Period of Service if the Elapsed Time Method is
                  elected).

            (2) For an integrated Profit Sharing Plan allocation or a Money
            Purchase Plan which is integrated by allocation:

                  (i) Except as provided in Section 4.3(f) for Top-Heavy
                  purposes and subject to the "Overall Permitted Disparity
                  Limits," the Employer's contribution shall be allocated to
                  each Participant's Account in a dollar amount equal to 5.7% of
                  the sum of each Participant's Compensation plus Excess
                  Compensation. If the Employer does not contribute such amount
                  for all Participants, each Participant will be allocated a
                  share of the contribution in the same proportion that each
                  such Participant's Compensation plus Excess Compensation for
                  the Plan Year bears to the total Compensation plus the total
                  Excess Compensation of all Participants for that year.
                  However, in the case of any Participant who has exceeded the
                  "Cumulative Permitted Disparity Limit," the allocation set
                  forth in this paragraph shall be based on such Participant's
                  Compensation rather than Compensation plus Excess
                  Compensation.

                  Regardless of the preceding, 4.3% shall be substituted for
                  5.7% above if Excess Compensation is based on more than 20%
                  and less than or equal to 80% of the Taxable Wage Base. If
                  Excess Compensation is based on less than 100% and more than
                  80% of the Taxable Wage Base, then 5.4% shall be substituted
                  for 5.7% above.

                  (ii) The balance of the Employer's contribution over the
                  amount allocated above, if any, shall be allocated to each
                  Participant's Account in the same proportion that each such
                  Participant's Compensation for the Year bears to the total
                  Compensation of all Participants for such year.

                  (iii) However, regardless of the preceding, a Participant
                  shall only be eligible to share in the allocations of the
                  Employer's Contribution for the year if the conditions set
                  forth in Section G of the Adoption Agreement are satisfied,
                  unless a contribution is required pursuant to Section 4.3(f).

            (3) For a Profit Sharing Plan with a non-integrated allocation
            formula or a Prevailing Wage contribution:

                  (i) The Employer's contribution shall be allocated to each
                  Participant's Account in accordance with the allocation method
                  elected in Section G of the Adoption Agreement.

                  (ii) However, regardless of the preceding, a Participant shall
                  only be eligible to share in the allocations of the Employer's
                  contribution for the year if the conditions set forth in
                  Section G of the Adoption Agreement are satisfied, unless a
                  top heavy contribution is required pursuant to Section 4.3(f).

            (4) "Overall Permitted Disparity Limits":

                  "Annual Overall Permitted Disparity Limit": Notwithstanding
                  the preceding paragraphs, if in any Plan Year this Plan
                  "benefits" any Participant who "benefits" under another
                  qualified plan or simplified employee pension, as defined in
                  Code Section 408(k), maintained by the Employer that either
                  provides for or imputes permitted disparity (integrates), then
                  such plans will be considered to be one plan and will be
                  considered to comply with the permitted disparity rules if the
                  extent of the permitted disparity of all such plans does not
                  exceed 100%. For purposes of the preceding sentence, the
                  extent of the permitted disparity of a plan is the ratio,
                  expressed as a percentage, which the actual benefits, benefit
                  rate, offset rate, or employer contribution rate, whatever is
                  applicable under the Plan, bears to the limitation under Code
                  Section 401(l) applicable to such Plan.

                  "Cumulative Permitted Disparity Limit": With respect to a
                  Participant who "benefits" or "has benefited" under a defined
                  benefit or target benefit plan of the Employer, effective for
                  Plan Years beginning on or after January 1, 1994, the
                  cumulative permitted disparity limit for the Participant is
                  thirty five (35) total cumulative permitted disparity years.
                  Total cumulative permitted disparity years means the number of
                  years credited to the Participant for allocation or accrual
                  purposes under the Plan, any other qualified plan or
                  simplified employee pension plan (whether or not terminated)
                  ever maintained by the Employer, while such plan either
                  provides for or imputes permitted disparity. For purposes of
                  determining the Participant's cumulative permitted disparity
                  limit, all years ending in the same calendar year are treated
                  as the same year. If the Participant has not "benefited" under
                  a defined benefit or target benefit plan which neither
                  provides for nor imputes permitted disparity for any year
                  beginning on or after January 1, 1994, then such Participant
                  has no cumulative disparity limit.

                                       18
<PAGE>

                  For purposes of this Section, "benefiting" means benefiting
                  under the Plan for any Plan Year during which a Participant
                  received or is deemed to receive an allocation in accordance
                  with Regulation 1.410(b)-3(a).

            (c) Participants' Accounts shall be debited for any insurance or
      annuity premiums paid, if any, and credited with any dividends or interest
      received on Contracts.

            (d) On or before each Anniversary Date, any amounts which became
      Forfeitures since the last Anniversary Date may be made available to
      reinstate previously forfeited account balances of Former Participants, if
      any, in accordance with Section 3.5(d) or used to satisfy any contribution
      that may be required pursuant to Section 6.9. The remaining Forfeitures,
      if any, shall be treated in accordance with Section G of the Adoption
      Agreement. If no election is made in Section G of the Adoption Agreement,
      any remaining Forfeitures will be used to reduce any future Employer
      contributions under the Plan. However, if the Plan provides for an
      integrated allocation, then any remaining Forfeitures will be added to the
      Employer's contributions under the Plan. Regardless of the preceding
      sentences, in the event the allocation of Forfeitures provided herein
      shall cause the "Annual Additions" (as defined in Section 4.4) to any
      Participant's Account to exceed the amount allowable by the Code, an
      adjustment shall be made in accordance with Section 4.5. Except, however,
      a Participant shall only be eligible to share in the allocations of
      Forfeitures for the year if the conditions set forth in Section G of the
      Adoption Agreement are satisfied, unless a top heavy contribution is
      required pursuant to Section 4.3(e).

            (e) Minimum Allocations Required for Top-Heavy Plan Years:
      Notwithstanding the foregoing, for any Top-Heavy Plan Year, the sum of the
      Employer's contributions and Forfeitures allocated to the Participant's
      Combined Account of each Non-Key Employee shall be equal to at least three
      percent (3%) of such Non-Key Employee's 415 Compensation (reduced by
      contributions and forfeitures, if any, allocated to each Non-Key Employee
      in any defined contribution plan included with this Plan in a "required
      aggregation group" (as defined in Section 9.2(f)). However, if (i) the sum
      of the Employer's contributions and Forfeitures allocated to the
      Participant's Combined Account of each Key Employee for such Top-Heavy
      Plan Year is less than three percent (3%) of each Key Employee's 415
      Compensation and (ii) this Plan is not required to be included in a
      "required aggregation group" (as defined in Section 9.2(f)) to enable a
      defined benefit plan to meet the requirements of Code Section 401(a)(4) or
      410, the sum of the Employer's contributions and Forfeitures allocated to
      the Participant's Combined Account of each Non-Key Employee shall be equal
      to the largest percentage allocated to the Participant's Combined Account
      of any Key Employee.

                   If this is an integrated Plan, then for any Top-Heavy Plan
Year the Employer's contribution shall be allocated as follows and shall still
be required to satisfy the other provisions of this subsection:

            (1) An amount equal to three percent (3%) multiplied by each
            Participant's Compensation for the Plan Year shall be allocated to
            each Participant's Account. If the Employer does not contribute such
            amount for all Participants, the amount shall be allocated to each
            Participant's Account in the same proportion that such Participant's
            total Compensation for the Plan Year bears to the total Compensation
            of all Participants for such year.

            (2) The balance of the Employer's contribution over the amount
            allocated under subparagraph (1) hereof shall be allocated to each
            Participant's Account in a dollar amount equal to three percent (3%)
            multiplied by a Participant's Excess Compensation. If the Employer
            does not contribute such amount for all Participants, each
            Participant will be allocated a share of the contribution in the
            same proportion that such Participant's Excess Compensation bears to
            the total Excess Compensation of all Participants for that year. For
            purposes of this paragraph, in the case of any Participant who has
            exceeded the cumulative permitted disparity limit described in
            Section 4.3(b)(4), such Participant's total Compensation will be
            taken into account.

            (3) The balance of the Employer's contribution over the amount
            allocated under subparagraph (2) hereof shall be allocated to each
            Participant's Account in a dollar amount equal to 2.7% multiplied by
            the sum of each Participant's total Compensation plus Excess
            Compensation. If the Employer does not contribute such amount for
            all Participants, each Participant will be allocated a share of the
            contribution in the same proportion that such Participant's total
            Compensation plus Excess Compensation for the Plan Year bears to the
            total Compensation plus Excess Compensation of all Participants for
            that year. For purposes of this paragraph, in the case of any
            Participant who has exceeded the cumulative permitted disparity
            limit described in Section 4.3(b)(4), such Participant's total
            Compensation rather than Compensation plus Excess Compensation will
            be taken into account.

            Regardless of the preceding, 1.3% shall be substituted for 2.7%
            above if Excess Compensation is based on more than 20% and less than
            or equal to 80% of the Taxable Wage Base. If Excess Compensation is
            based on less than 100% and more than 80% of the Taxable Wage Base,
            then 2.4% shall be substituted for 2.7% above.

                                       19
<PAGE>

            (4) The balance of the Employer's contributions over the amount
            allocated above, if any, shall be allocated to each Participant's
            Account in the same proportion that such Participant's total
            Compensation for the Plan Year bears to the total Compensation of
            all Participants for such year.

                  For each Non-Key Employee who is a Participant in this Plan
      and another defined contribution plan maintained by the Employer, the
      minimum three percent (3%) allocation specified above shall be provided as
      specified in Section J of the Adoption Agreement.

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

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

            (h) Notwithstanding anything herein to the contrary, in any Plan
      Year in which the Employer maintains both this Plan and a defined benefit
      pension plan included in a "required aggregation group" (as defined in
      Section 9.2(f)) which is Top-Heavy, the Employer will not be required
      (unless otherwise elected in the Adoption Agreement) to provide a Non-Key
      Employee with both the full separate minimum defined benefit plan benefit
      and the full separate defined contribution plan allocations. In such case,
      the Top-Heavy minimum benefits will be provided as elected in the Adoption
      Agreement and, if applicable, as follows:

            (1) If the 5% defined contribution minimum is elected in the
            Adoption Agreement:

                  (i) The requirements of Section 9.1 will apply except that
                  each Non-Key Employee who is a Participant in the Profit
                  Sharing Plan or Money Purchase Plan and who is also a
                  Participant in the Defined Benefit Plan will receive a minimum
                  allocation of five percent (5%) of such Participant's 415
                  Compensation from the applicable defined contribution plan(s).

                  (ii) For each Non-Key Employee who is a Participant only in
                  the defined benefit plan the Employer will provide a minimum
                  non-integrated benefit equal to two percent (2%) of such
                  Participant's highest five (5) consecutive year average 415
                  Compensation for each Year of Service while a participant in
                  the plan, in which the Plan is Top-Heavy, not to exceed ten
                  (10).

                  (iii) For each Non-Key Employee who is a Participant only in
                  this defined contribution plan, the Employer will provide a
                  minimum allocation equal to three percent (3%) of such
                  Participant's 415 Compensation.

            (2) If the 2% defined benefit minimum is elected in the Adoption
            Agreement, then for each Non-Key Employee who is a Participant only
            in the defined benefit plan, the Employer will provide a minimum
            non-integrated benefit equal to two percent (2%) of such
            Participant's highest five (5) consecutive year average of 415
            Compensation for each Year of Service while a participant in the
            plan, in which the Plan is Top-Heavy, not to exceed ten (10).

            (i) For the purposes of this Section, 415 Compensation will be
      limited to the same dollar limitations set forth in Section 1.11 adjusted
      in such manner as permitted under Code Section 415(d).

            (j) Notwithstanding anything in this Section to the contrary, all
      information necessary to properly reflect a given transaction may not be
      available until after the date specified herein for processing such
      transaction, in which case the transaction will be reflected when such
      information is received and processed. Subject to express limits that may
      be imposed under the Code, the processing of any contribution,
      distribution or other transaction may be delayed for any legitimate
      business reason (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). The processing date of a transaction will be
      binding for all purposes of the Plan.

            (k) Notwithstanding anything in this Section to the contrary, the
      provisions of this subsection apply for any Plan Year if the Plan fails to
      satisfy the "ratio percentage test" due to a last day of the Plan Year
      allocation condition or an Hours of Service (or months of service)
      allocation condition. A plan satisfies the "ratio percentage test" if, on
      the last day of the Plan Year, the "benefiting ratio" of the Non-Highly
      Compensated Employees who are "includible" is at least 70% of the
      "benefiting ratio" of the Highly Compensated Employees who are
      "includible." The "benefiting ratio" of the Non-Highly Compensated
      Employees is the number of "includible" Non-Highly Compensated

                                       20
<PAGE>

      Employees "benefiting" under the Plan divided by the number of
      "includible" Employees who are Non-Highly Compensated Employees. The
      "benefiting ratio" of the Highly Compensated Employees is the number of
      Highly Compensated Employees "benefiting" under the Plan divided by the
      number of "includible" Highly Compensated Employees. "Includible"
      Employees are all Employees other than: (1) those Employees excluded from
      participating in the plan for the entire Plan Year by reason of the
      collective bargaining unit exclusion or the nonresident alien exclusion
      described in the Code or by reason of the age and service requirements of
      Article III; and (2) any Employee who incurs a separation from service
      during the Plan Year and fails to complete at least 501 Hours of Service
      (or three (3) months of service if the Elapsed Time Method is being used)
      during such Plan Year.

            For purposes of this subsection, an Employee is "benefiting" under
      the Plan on a particular date if, under the Plan, the Employee is entitled
      to an Employer contribution or an allocation of Forfeitures for the Plan
      Year.

            If this subsection applies, then the then the following rules will
      apply:

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

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

            Nothing in this subsection shall permit the reduction of a
      Participant's accrued benefit. Therefore any amounts that have previously
      been allocated to Participants may not be reallocated to satisfy these
      requirements. In such event, the Employer shall make an additional
      contribution equal to the amount such affected Participants would have
      received had they been included in the allocations, even if it exceeds the
      amount that would be deductible under Code Section 404. Such allocation
      adjustment must be made by the last day of the Plan Year.

4.4   MAXIMUM ANNUAL ADDITIONS

            (a)( 1) If a Participant 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 "Annual Additions," the amount of "Annual Additions" which may be
      credited to the Participant's accounts 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 Participant's accounts would
      cause the "Annual Additions" for the Limitation Year to exceed the
      "Maximum Permissible Amount," the amount contributed or allocated will be
      reduced so that the "Annual Additions" for the Limitation Year will equal
      the "Maximum Permissible Amount," and any amount in excess of the "Maximum
      Permissible Amount" which would have been allocated to such Participant
      may be allocated to other Participants.

            (2) Prior to determining the Participant's actual 415 Compensation
            for the Limitation Year, the Employer may determine the "Maximum
            Permissible Amount" for a Participant on the basis of a reasonable
            estimation of the Participant's 415 Compensation for the Limitation
            Year, uniformly determined for all Participants similarly situated.

            (3) As soon as is administratively feasible after the end of the
            Limitation Year the "Maximum Permissible Amount" for such Limitation
            Year shall be determined on the basis of the Participant's actual
            415 Compensation for such Limitation Year.

            (b)( 1) This subsection applies if, in addition to this Plan, a
      Participant is covered under another qualified defined contribution plan
      maintained by the Employer that is a "Master or Prototype Plan," a welfare
      benefit fund (as defined in Code Section 419(e)) maintained by the
      Employer, 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 "Annual Additions," during any Limitation Year. The "Annual
      Additions" which may be credited to a Participant's accounts under this
      Plan for any such Limitation Year shall not exceed the "Maximum
      Permissible Amount" reduced by the "Annual Additions" credited to a
      Participant's accounts under the other plans and welfare benefit funds,
      individual medical accounts, and simplified employee pensions for the same
      Limitation Year. If the "Annual Additions" with respect to the Participant
      under other defined contribution plans and welfare benefit funds
      maintained by the Employer are less than the "Maximum Permissible Amount"
      and the

                                       21
<PAGE>

      Employer contribution that would otherwise be contributed or allocated to
      the Participant's accounts 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 welfare benefit funds for the Limitation Year
      will equal the "Maximum Permissible Amount," and any amount in excess of
      the "Maximum Permissible Amount" which would have been allocated to such
      Participant may be allocated to other Participants. If the "Annual
      Additions" with respect to the Participant under such other defined
      contribution 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 Participant's account under this Plan for the Limitation
      Year.

            (2) Prior to determining the Participant's actual 415 Compensation
            for the Limitation Year, the Employer may determine the "Maximum
            Permissible Amount" for a Participant on the basis of a reasonable
            estimation of the Participant's 415 Compensation for the Limitation
            Year, uniformly determined for all Participants similarly situated.

            (3) 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 Participant's actual 415
            Compensation for the Limitation Year.

            (4) If, pursuant to Section 4.4(b)(2) or Section 4.5, a
            Participant's "Annual Additions" under this Plan and such other
            plans would result in an "Excess Amount" for a Limitation Year, the
            "Excess Amount" will be deemed to consist of the "Annual Additions"
            last allocated, except that "Annual Additions" attributable to 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, and then by "Annual Additions" to a plan
            subject to Code Section 412, regardless of the actual allocation
            date.

            (5) If an "Excess Amount" was allocated to a Participant 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:

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

                (ii) the ratio of (1) the "Annual Additions" allocated to the
                Participant for the Limitation Year as of such date under this
                Plan to (2) the total "Annual Additions" allocated to the
                Participant for the Limitation Year as of such date under this
                and all the other qualified defined contribution plans.

            (6) Any "Excess Amount" attributed to this Plan will be disposed of
            in the manner described in Section 4.5.

            (c) If the Participant 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
      Participant's Combined Account under this Plan for any Limitation Year
      will be limited in accordance with Section 4.4(b), unless the Employer
      provides other limitations in the Adoption Agreement.

            (d) For any Limitation Year beginning prior to the date the Code
      Section 415(e) limits are repealed with respect to this Plan (as specified
      in the Adoption Agreement for the GUST transitional rules), if the
      Employer maintains, or at any time maintained, a qualified defined benefit
      plan covering any Participant in this Plan, then the sum of the
      Participant's "Defined Benefit Plan Fraction" and "Defined Contribution
      Plan Fraction" may not exceed 1.0. In such event, the rate of accrual in
      the defined benefit plan will be reduced to the extent necessary so that
      the sum of the "Defined Contribution Fraction" and "Defined Benefit
      Fraction" will equal 1.0. However, in Section J of the Adoption Agreement
      the Employer may specify an alternative method under which the plans
      involved will satisfy the limitations of Code Section 415(e), including
      increased Top-Heavy minimum benefits so that the combined limitation is
      1.25 rather than 1.0.

            (e) For purposes of applying the limitations of Code Section 415,
      the transfer of funds from one qualified plan to another is not an "Annual
      Addition." In addition, the following are not Employee contributions for
      the purposes of Section 4.4(f)(1)(b): (1) rollover contributions (as
      defined in Code Sections 402(c), 403(a)(4), 403(b)(8) and 408(d)(3)); (2)
      repayments of loans made to a Participant from the Plan; (3) repayments of
      distributions received by an Employee pursuant to Code Section
      411(a)(7)(B) (cash-outs); (4) repayments of distributions received by an
      Employee pursuant to Code Section 411(a)(3)(D) (mandatory contributions);
      and (5) Employee contributions to a simplified employee pension excludable
      from gross income under Code Section 408(k)(6).

            (f) For purposes of this Section, the following terms shall be
      defined as follows:

            (1) "Annual Additions" means the sum credited to a Participant's
            accounts for any Limitation Year of (a) Employer contributions, (b)
            Employee contributions (except as provided below), (c) forfeitures,
            (d)

                                       22
<PAGE>

            amounts allocated, after March 31, 1984, to an individual medical
            account, as defined in Code Section 415(l)(2), which is part of a
            pension or annuity plan maintained by the Employer, (e) 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 (f) allocations under a simplified employee
            pension. Except, however, the Compensation percentage limitation
            referred to in paragraph (f)(9)(ii) shall not apply to: (1) any
            contribution for medical benefits (within the meaning of Code
            Section 419A(f)(2)) after separation from service which is otherwise
            treated as an "Annual Addition," or (2) any amount otherwise treated
            as an "Annual Addition" under Code Section 415(l)(1).
            Notwithstanding the foregoing, for Limitation Years beginning prior
            to January 1, 1987, only that portion of Employee contributions
            equal to the lesser of Employee contributions in excess of six
            percent (6%) of 415 Compensation or one-half of Employee
            contributions shall be considered an "Annual Addition."

                        For this purpose, any Excess Amount applied under
            Section 4.5 in the Limitation Year to reduce Employer contributions
            shall be considered "Annual Additions" for such Limitation Year.

            (2) "Defined Benefit Fraction" means a fraction, the numerator of
            which is the sum of the Participant's "Projected Annual Benefits"
            under all the defined benefit plans (whether or not terminated)
            maintained by the Employer, and the denominator of which is the
            lesser of one hundred twenty-five percent (125%) of the dollar
            limitation determined for the Limitation Year under Code Sections
            415(b)(1)(A) as adjusted by Code Section 415(d) or one hundred forty
            percent (140%) of the "Highest Average Compensation" including any
            adjustments under Code Section 415(b).

                        Notwithstanding the above, if the Participant was a
            Participant as of the first day of the first Limitation Year
            beginning after December 31, 1986, in one or more defined benefit
            plans maintained by the Employer which were in existence on May 6,
            1986, the denominator of this fraction will not be less than one
            hundred twenty-five percent (125%) of the sum of the annual benefits
            under such plans which the Participant had accrued as of the end 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.

                        Notwithstanding the foregoing, for any Top-Heavy Plan
            Year, one hundred percent (100%) shall be substituted for one
            hundred twenty-five percent (125%) unless the extra Top-Heavy
            minimum allocation or benefit is being made pursuant to the
            Employer's specification in the Adoption Agreement. However, for any
            Plan Year in which this Plan is a Super Top-Heavy Plan, one hundred
            percent (100%) shall always be substituted for one hundred
            twenty-five percent (125%).

            (3) Defined Contribution Dollar Limitation means $30,000 as adjusted
            under Code Section 415(d).

            (4) Defined Contribution Fraction means a fraction, the numerator of
            which is the sum of the "Annual Additions" to the Participant's
            accounts under all the defined contribution plans (whether or not
            terminated) maintained by the Employer for the current and all prior
            "Limitation Years," (including the "Annual Additions" attributable
            to the Participant's nondeductible voluntary employee contributions
            to any defined benefit plans, whether or not terminated, maintained
            by the Employer and the "Annual Additions" attributable to all
            welfare benefit funds (as defined in Code Section 419(e)),
            individual medical accounts (as defined in Code Section 415(l)(2)),
            and simplified employee pensions (as defined in Code Section 408(k))
            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 in which the Employee had 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 one hundred twenty-five percent (125%) of the
            dollar limitation determined under Code Section 415(c)(1)(A) as
            adjusted by Code Section 415(d) or thirty-five percent (35%) of the
            Participant's 415 Compensation for such year.

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

                                       23
<PAGE>

                        For Limitation Years beginning prior to January 1, 1987,
            the "Annual Additions" shall not be recomputed to treat all Employee
            contributions as "Annual Additions."

                        Notwithstanding the foregoing, for any Top-Heavy Plan
             Year, one hundred percent (100%) shall be substituted for one
            hundred twenty-five percent (125%) unless the extra Top-Heavy
            minimum allocation or benefit is being made pursuant to the
            Employer's specification in the Adoption Agreement. However, for any
            Plan Year in which this Plan is a Super Top-Heavy Plan, one hundred
            percent (100%) shall always be substituted for one hundred
            twenty-five percent (125%).

            (5) "Employer" means the Employer that adopts this Plan and all
            Affiliated Employers, except that for purposes of this Section, the
            determination of whether an entity is an Affiliated Employer shall
            be made by applying Code Section 415(h).

            (6) "Excess Amount" means the excess of the Participant's "Annual
            Additions" for the Limitation Year over the "Maximum Permissible
            Amount."

            (7) "Highest Average Compensation" means the average Compensation
            for the three (3) consecutive Years of Service with the Employer
            while a Participant in the Plan that produces the highest average. A
            Year of Service with the Employer is the twelve (12) consecutive
            month period ending on the last day of the Limitation Year.

            (8) "Master or Prototype Plan" means a plan the form of which is the
            subject of a favorable opinion letter from the Internal Revenue
            Service.

            (9) "Maximum Permissible Amount" means the maximum Annual Addition
            that may be contributed or allocated to a Participant's accounts
            under the Plan for any "Limitation Year," which shall not exceed the
            lesser of:

                  (i) the "Defined Contribution Dollar Limitation," or

                  (ii) twenty-five percent (25%) of the Participant's 415
                  Compensation for the "Limitation Year."

                        The Compensation Limitation referred to in (ii) shall
                  not apply to any contribution for medical benefits (within the
                  meaning of Code Sections 401(h) or 419A(f)(2)) which is
                  otherwise treated as an "Annual Addition."

                        If a short Limitation Year is created because of an
                  amendment changing the Limitation Year to a different twelve
                  (12) consecutive month period, the "Maximum Permissible
                  Amount" will not exceed the "Defined Contribution Dollar
                  Limitation multiplied by a fraction, the numerator of which is
                  the number of months in the short Limitation Year and the
                  denominator of which is twelve (12).

            (10) "Projected Annual Benefit" means the annual retirement benefit
            (adjusted to an actuarially equivalent "straight life annuity" if
            such benefit is expressed in a form other than a "straight life
            annuity" or qualified joint and survivor annuity) to which the
            Participant would be entitled under the terms of the plan assuming:

                  (i) the Participant will continue employment until Normal
                  Retirement Age (or current age, if later), and

                  (ii) the Participant's 415 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.

            For purposes of this subsection, "straight life annuity" means an
            annuity that is payable in equal installments for the life of the
            Participant that terminates upon the Participant's death.

            (g) Notwithstanding anything contained in this Section to the
      contrary, the limitations, adjustments and other requirements prescribed
      in this Section shall at all times comply with the provisions of Code
      Section 415 and the Regulations thereunder.

4.5   ADJUSTMENT FOR EXCESS ANNUAL ADDITIONS

            Allocation of "Annual Additions" (as defined in Section 4.4) to a
Participant's Combined Account for a Limitation Year generally will cease once
the limits of Section 4.4 have been reached for such Limitation Year. However,
if as a result of the allocation of Forfeitures, a reasonable error in
estimating a Participant's annual 415 Compensation, a reasonable

                                       24
<PAGE>

error in determining the amount of elective deferrals (within the meaning of
Code Section 402(g)(3)) that may be made with respect to any Participant under
the limits of Section 4.4, or other facts and circumstances to which Regulation
1.415-6(b)(6) shall be applicable, the "Annual Additions" under this Plan would
cause the maximum provided in Section 4.4 to be exceeded, the "Excess Amount"
will be disposed of in one of the following manners, as uniformly determined by
the Plan Administrator for all Participants similarly situated:

            (a) Any after-tax voluntary Employee contributions (plus
      attributable gains), to the extent they would reduce the Excess Amount,
      will be distributed to the Participant;

            (b) Any Participant Matched Contribution (plus attributable gains)
      to the extent they would reduce the Excess Amount, will be distributed to
      the Participant;

            (c) If, after the application of subparagraph (a), an "Excess
      Amount" still exists, any Elective Deferrals (and for Limitation Years
      beginning after December 31, 1995, any gains attributable to such Elective
      Deferrals), to the extent they would reduce the Excess Amount, will be
      distributed to the Participant;

            (d) If, after the application of subparagraphs (a), (b) and (c), an
      "Excess Amount" still exists, and the Participant is covered by the Plan
      at the end of the Limitation Year, the "Excess Amount" in the
      Participant's Account will be used to reduce Employer contributions
      (including any allocation of Forfeitures) for such Participant in the next
      Limitation Year, and each succeeding Limitation Year if necessary;

            (e) If, after the application of subparagraphs (a), (b) and (c), an
      "Excess Amount" still exists, and the Participant is not covered by the
      Plan at the end of a Limitation Year, the "Excess Amount" will be held
      unallocated in a suspense account. The suspense account will be applied to
      reduce future Employer contributions (including allocation of any
      Forfeitures) for all remaining Participants in the next Limitation Year,
      and each succeeding Limitation Year if necessary; and

            (f) If a suspense account is in existence at any time during a
      Limitation Year pursuant to this Section, no investment gains and losses
      shall be allocated to such suspense account. If a suspense account is in
      existence at any time during a particular Limitation Year, all amounts in
      the suspense account must be allocated and reallocated to Participants'
      Accounts before any Employer contributions may be made to the Plan for
      that Limitation Year. Except as provided in (a), (b) and (c) above,
      "Excess Amounts" may not be distributed to Participants or Former
      Participants.

4.6   ROLLOVERS

            (a) If elected in Section L.2 of the Adoption Agreement and with the
      consent of the Administrator and the Insurer, the Plan may accept a
      "rollover," provided the "rollover" will not jeopardize the tax-exempt
      status of the Plan or create adverse tax consequences for the Employer.
      The amounts rolled over shall be set up in a separate account herein
      referred to as a "Participant's Rollover Account." Such account shall be
      fully Vested at all times and shall not be subject to forfeiture for any
      reason. For purposes of this Section, the term Participant shall include
      any Eligible Employee who is not yet a Participant, if, pursuant to
      Section L.2 of the Adoption Agreement, "rollovers" are permitted to be
      accepted from Eligible Employees. In addition, for purposes of this
      Section the term Participant shall also include former Employees
      maintaining an account balance in the Plan if the Employer and
      Administrator consent to accept "rollovers" of distributions made to
      former Employees from any plan of the Employer.

            (b) Amounts in a Participant's Rollover Account shall be held by the
      Administrator pursuant to the provisions of this Plan and may not be
      withdrawn by, or distributed to the Participant, in whole or in part,
      except as elected in Section H.5 of the Adoption Agreement and subsection
      (c) below. The Administrator shall have no duty or responsibility to
      inquire as to the propriety of the amount, value or type of assets
      transferred, nor to conduct any due diligence with respect to such assets;
      provided, however, that such assets are otherwise eligible to be held by
      the Administrator under the terms of this Plan.

            (c) At Normal Retirement Date, or such other date when the
      Participant or Eligible Employee or such Participant's or Eligible
      Employee's Beneficiary shall be entitled to receive benefits, the
      Participant's Rollover Account shall be used to provide additional
      benefits to the Participant or the Participant's Beneficiary. Any
      distribution of amounts held in a Participant's Rollover Account shall be
      made in a manner which is consistent with and satisfies the provisions of
      Sections 6.5 and 6.6, including, but not limited to, all notice and
      consent requirements of Code Sections 411(a)(11) and 417 and the
      Regulations thereunder. Furthermore, such amounts shall be considered to
      be part of a Participant's benefit in determining whether an involuntary
      cash-out of benefits may be made without Participant consent.

            (d) For purposes of this Section, the term "qualified plan" shall
      mean any tax qualified plan under Code Section 401(a), or any other plans
      from which distributions are eligible to be rolled over into this Plan
      pursuant to the Code. The term "rollover" means: (i) amounts transferred
      to this Plan in a direct rollover made pursuant to Code Section 401(a)(31)
      from another "qualified plan"; (ii) distributions received by an Employee
      from other "qualified plans" which are eligible for tax-free rollover to a
      "qualified plan" and which are transferred by the Employee to this Plan
      within sixty (60) days following receipt thereof; (iii) amounts
      transferred to this Plan from a conduit individual

                                       25
<PAGE>

      retirement account provided that the conduit individual retirement account
      has no assets other than assets which (A) were previously distributed to
      the Employee by another "qualified plan" (B) were eligible for tax-free
      rollover to a "qualified plan" and (C) were deposited in such conduit
      individual retirement account within sixty (60) days of receipt thereof;
      (iv) amounts distributed to the Employee from a conduit individual
      retirement account meeting the requirements of clause (iii) above, and
      transferred by the Employee to this Plan within sixty (60) days of receipt
      thereof from such conduit individual retirement account; and (v) any other
      amounts which are eligible to be rolled over to this Plan pursuant to the
      Code.

            (e) Prior to accepting any "rollovers" to which this Section
      applies, the Administrator or the Insurer may require the Employee to
      establish (by providing opinion of counsel or otherwise) that the amounts
      to be rolled over to this Plan meet the requirements of this Section.

4.7   PLAN-TO-PLAN TRANSFERS FROM QUALIFIED PLANS

            (a) With the consent of the Administrator and the Insurer, amounts
      may be transferred (within the meaning of Code Section 414(l)) to this
      Plan from other tax qualified plans under Code Section 401(a), provided
      the plan from which such funds are transferred permits the transfer to be
      made and the transfer will not jeopardize the tax-exempt status of the
      Plan or create adverse tax consequences for the Employer. Prior to
      accepting any transfers to which this Section applies, the Administrator
      or the Insurer may require an opinion of counsel that the amounts to be
      transferred meet the requirements of this Section. The amounts transferred
      shall be set up in a separate account herein referred to as a
      "Participant's Transfer Account." Furthermore, for Vesting purposes, the
      Participant's Transfer Account shall be treated as a separate
      "Participant's Account."

            (b) Amounts in a Participant's Transfer Account shall be held by the
      Administrator pursuant to the provisions of this Plan and may not be
      withdrawn by, or distributed to the Participant, in whole or in part,
      except as elected in Section H.5 of the Adoption Agreement and subsection
      (d) below, provided the restrictions of subsection (c) below and Section
      6.15 are satisfied. The Administrator shall have no duty or responsibility
      to inquire as to the propriety of the amount, value or type of assets
      transferred, nor to conduct any due diligence with respect to such assets;
      provided, however, that such assets are otherwise eligible to be held by
      the Administrator under the terms of this Plan.

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

            (d) At Normal Retirement Date, or such other date when the
      Participant or the Participant's Beneficiary shall be entitled to receive
      benefits, the Participant's Transfer Account shall be used to provide
      additional benefits to the Participant or the Participant's Beneficiary.
      Any distribution of amounts held in a Participant's Transfer Account shall
      be made in a manner which is consistent with and satisfies the provisions
      of Sections 6.5 and 6.6, including, but not limited to, all notice and
      consent requirements of Code Sections 411(a)(11) and 417 and the
      Regulations thereunder. Furthermore, such amounts shall be considered to
      be part of a Participant's benefit in determining whether an involuntary
      cash-out of benefits may be made without Participant consent.

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

4.8   VOLUNTARY EMPLOYEE CONTRIBUTIONS

            (a) If elected in Section L.3 of the Adoption Agreement, each
      Participant may, in accordance with nondiscriminatory procedures
      established by the Administrator, elect to make after-tax voluntary
      Employee contributions to this Plan. Such contributions must generally be
      deposited to the Plan Fund within a reasonable period of time after being
      received by the Employer.

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

            (c) A Participant may elect at any time to withdraw after-tax
      voluntary Employee contributions from such Participant's Voluntary
      Contribution Account and the actual earnings thereon in a manner which is
      consistent with and satisfies the provisions of Section 6.5, including,
      but not limited to, all notice and consent requirements of Code Sections
      401(a)(11) and 417 and the Regulations thereunder. If the Administrator
      maintains sub-accounts with respect to after-tax voluntary Employee
      contributions (and earnings thereon) which were made on or before a
      specified date, a Participant shall be permitted to designate which
      sub-account shall be the source for the withdrawal. Forfeitures of
      Employer contributions shall not occur solely as a result of an Employee's
      withdrawal of after-tax voluntary Employee contributions.

                                       26
<PAGE>

            In the event a Participant has received a hardship distribution
      pursuant to Regulation 1.401(k)-1(d)(2)(iii)(B) from any plan maintained
      by the Employer, then the Participant shall be barred from making any
      after-tax voluntary Employee contributions for a period of twelve (12)
      months after receipt of the hardship distribution.

            (d) At Normal Retirement Date, or such other date when the
      Participant or the Participant's Beneficiary is entitled to receive
      benefits, the Participant's Voluntary Contribution Account shall be used
      to provide additional benefits to the Participant or the Participant's
      Beneficiary.

            (e) To the extent a Participant has previously made mandatory
      Employee contributions under prior provisions of this Plan, such
      contributions will be treated as after-tax voluntary Employee
      contributions.

            (f) A separate account will be maintained for the nondeductible
      Employee contributions of each Participant.

4.9   QUALIFIED VOLUNTARY EMPLOYEE CONTRIBUTIONS

            (a) If this is an amendment to a Plan that previously permitted
      deductible voluntary Employee contributions, then each Participant who
      made "Qualified Voluntary Employee Contributions" within the meaning of
      Code Section 219(e)(2) as it existed prior to the enactment of the Tax
      Reform Act of 1986, shall have such contributions held in a separate
      Qualified Voluntary Employee Contribution Account which shall be fully
      Vested at all times. Such contributions, however, shall not be permitted
      for taxable years beginning after December 31, 1986.

            (b) A Participant may, upon written request delivered to the
      Administrator, make withdrawals from such Participant's Qualified
      Voluntary Employee Contribution Account. Any distribution shall be made in
      a manner which is consistent with and satisfies the provisions of Section
      6.5, including, but not limited to, all notice and consent requirements of
      Code Sections 401(a)(11) and 417 and the Regulations thereunder.

            (c) At Normal Retirement Date, or such other date when the
      Participant or the Participant's Beneficiary is entitled to receive
      benefits, the Qualified Voluntary Employee Contribution Account shall be
      used to provide additional benefits to the Participant or the
      Participant's Beneficiary.

4.10  DIRECTED INVESTMENT ACCOUNT

            (a) If elected in Section L.1 of the Adoption Agreement, all
      Participants may direct the Administrator as to the investment of all or a
      portion of their individual account balances as set forth in the Adoption
      Agreement and within limits set by the Employer. Participants may direct
      the Administrator, in writing (or in such other form which is acceptable
      to the Administrator), to invest their accounts in specific assets,
      specific funds or other investments permitted under the Plan and the
      Participant Direction Procedures. That portion of the account of any
      Participant that is subject to investment direction of such Participant
      will be considered a Participant Directed Account.

            (b) The Administrator will establish a Participant Direction
      Procedure, to be applied in a uniform and nondiscriminatory manner,
      setting forth the permissible investment options under this Section, how
      often changes between investments may be made, and any other limitations
      and provisions that the Administrator may impose on a Participant's right
      to direct investments.

            (c) The Administrator may, in its discretion, include or exclude by
      amendment or other action from the Participant Direction Procedures such
      instructions, guidelines or policies as it deems necessary or appropriate
      to ensure proper administration of the Plan, and may interpret the same
      accordingly.

            (d) As of each Valuation Date, all Participant Directed Accounts
      shall be charged or credited with the net earnings, gains, losses and
      expenses as well as any appreciation or depreciation in the market value
      using publicly listed fair market values when available or appropriate as
      follows:

            (1) to the extent the assets in a Participant Directed Account are
            accounted for as pooled assets or investments, the allocation of
            earnings, gains and losses of each Participant's Account shall be
            based upon the total amount of funds so invested in a manner
            proportionate to the Participant's share of such pooled investment;
            and

            (2) to the extent the assets in a Participant Directed Account are
            accounted for as segregated assets, the allocation of earnings,
            gains on and losses from such assets shall be made on a separate and
            distinct basis.

            (e) Investment directions will be processed as soon as
      administratively practicable after proper investment directions are
      received from the Participant. No guarantee is made by the Plan, Employer
      or Administrator that investment directions will be processed on a daily
      basis, and no guarantee is made in any respect regarding the processing
      time of an investment direction. Notwithstanding any other provision of
      the Plan, the Employer or Administrator reserves the right to not value an
      investment option on any given Valuation Date for any reason deemed

                                       27
<PAGE>

      appropriate by the Employer or Administrator. Furthermore, the processing
      of any investment transaction may be delayed for any legitimate business
      reason (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 or Insurer to timely receive values or
      prices, and correction for errors or omissions or the errors or omissions
      of any service provider). The processing date of a transaction will be
      binding for all purposes of the Plan and considered the applicable
      Valuation Date for an investment transaction.

            (f) If the Employer has elected in the Adoption Agreement that it
      intends to operate any portion of this Plan as an Act Section 404(c) plan,
      the Participant Direction Procedures should provide an explanation of the
      circumstances under which Participants and their Beneficiaries may give
      investment instructions, including but not limited to, the following:

            (1) the conveyance of instructions by the Participants and their
            Beneficiaries to invest Participant Directed Accounts in a Directed
            Investment Option;

            (2) the name, address and phone number of the Fiduciary (and, if
            applicable, the person or persons designated by the Fiduciary to act
            on its behalf) responsible for providing information to the
            Participant or a Beneficiary upon request relating to the Directed
            Investment Options;

            (3) applicable restrictions on transfers to and from any Designated
            Investment Alternative;

            (4) any restrictions on the exercise of voting, tender and similar
            rights related to a Directed Investment Option by the Participants
            or their Beneficiaries;

            (5) a description of any transaction fees and expenses which affect
            the balances in Participant Directed Accounts in connection with the
            purchase or sale of a Directed Investment Option; and

            (6) general procedures for the dissemination of investment and other
            information relating to the Designated Investment Alternatives as
            deemed necessary or appropriate, including but not limited to a
            description of the following:

                  (i) the investment vehicles available under the Plan,
                  including specific information regarding any Designated
                  Investment Alternative;

                  (ii) any designated Investment Managers; and

                  (iii) a description of the additional information that may be
                  obtained upon request from the Fiduciary designated to provide
                  such information.

            (g) With respect to those assets in a Participant's Directed
      Account, the Participant or Beneficiary shall direct the Administrator or
      Trustee with regard to any voting, tender and similar rights associated
      with the ownership of such assets (hereinafter referred to as the "Stock
      Rights") as follows based on the election made in Section L.1 of the
      Adoption Agreement:

            (1) each Participant or Beneficiary shall direct the Administrator
            or Trustee to vote or otherwise exercise such Stock Rights in
            accordance with the provisions, conditions and terms of any such
            Stock Rights;

            (2) such directions shall be provided to the Administrator or
            Trustee by the Participant or Beneficiary in accordance with the
            procedure as established by the Administrator and the Trustee shall
            vote or otherwise exercise such Stock Rights with respect to which
            it has received directions to do so under this Section; and

            (3) to the extent to which a Participant or Beneficiary does not
            instruct the Administrator or Trustee to vote or otherwise exercise
            such Stock Rights, such Participants or Beneficiaries shall be
            deemed to have directed the Trustee that such Stock Rights remain
            nonvoted and unexercised.

            (h) Any information regarding investments available under the Plan,
      to the extent not required to be described in the Participant Direction
      Procedures, may be provided to Participants in one or more documents (or
      in any other form, including, but not limited to, electronic media) which
      are separate from the Participant Direction Procedures and are not thereby
      incorporated by reference into this Plan.

4.11  QUALIFIED MILITARY SERVICE

            Notwithstanding any provisions of this Plan to the contrary,
effective as of the later of December 12, 1994, or the Effective Date of the
Plan, contributions, benefits and service credit with respect to qualified
military service will be provided in accordance with Code Section 414(u).
Furthermore, loan repayments may be suspended under this Plan as permitted under
Code Section 414(u)(4).

                                       28
<PAGE>

                                    ARTICLE V
                                   VALUATIONS

5.1   VALUATION OF THE PLAN FUND

            For Plan assets other than the individual and group contracts, the
Administrator shall direct the Trustee, as of each Anniversary Date, to
determine the net worth of the assets comprising the Plan Fund as it exists on
the Valuation Date.

            For Plan assets held in individual and group contracts, the
Administrator shall as of each Anniversary Date, determined the net worth of the
assets comprising the Plan Fund as it exists on the Anniversary Date. In
determining such net worth, the Administrator shall value the assets comprising
the Plan Fund at their contractual value as of the Anniversary Date and shall
deduct all applicable expenses under the contract(s). In determining such net
worth, the Administrator shall value the assets comprising the Plan Fund at
their fair market value (or their contractual value in the case of a Contract or
Policy) as of the Anniversary Date and shall deduct all expenses for which the
Administrator has not yet been paid by the Employer or the Plan Fund. The
Administrator may update the value of any shares held in a Participant Directed
Account by reference to the number of shares held on behalf of the Participant,
priced at the market value as of the Anniversary Date.

5.2   METHOD OF VALUATION

            In determining the fair market value of securities held in the Plan
Fund which are listed on a registered stock exchange, the Administrator shall
direct the Trustee to value the same at the prices they were last traded on such
exchange preceding the close of business on the Valuation Date. If such
securities were not traded on the Valuation Date, or if the exchange on which
they are traded was not open for business on the Valuation Date, then the
securities shall be valued at the prices at which they were last traded prior to
the Valuation Date. Any unlisted security held in the Plan Fund shall be valued
at its bid price next preceding the close of business on the Valuation Date,
which bid price shall be obtained from a registered broker or an investment
banker. In determining the fair market value of assets other than securities for
which trading or bid prices can be obtained, the Trustee may appraise such
assets itself, or in its discretion, employ one or more appraisers for that
purpose and rely on the values established by such appraiser or appraisers.

                                   ARTICLE VI
                   DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1   DETERMINATION OF BENEFITS UPON RETIREMENT

            Every Participant may terminate employment with the Employer and
retire for purposes hereof on the Participant's Normal Retirement Date or Early
Retirement Date. However, a Participant may postpone the termination of
employment with the Employer to a later date, in which event the participation
of such Participant in the Plan, including the right to receive allocations
pursuant to Section 4.3, shall continue until such Participant's Retirement
Date. Upon a Participant's Retirement Date, or if elected in Section H.5 of the
Adoption Agreement, the attainment of Normal Retirement Date without termination
of employment with the Employer, or as soon thereafter as is practicable, the
Administrator shall direct the distribution, at the election of the Participant,
of the Participant's entire Vested interest in the Plan in accordance with
Section 6.5.

6.2   DETERMINATION OF BENEFITS UPON DEATH

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

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

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

            (d) Unless otherwise elected in the manner prescribed in Section
      6.6, the Beneficiary of the Pre-Retirement Survivor Annuity shall be the
      Participant's surviving spouse. Except, however, the Participant may
      designate a Beneficiary other than the spouse for the Pre-Retirement
      Survivor Annuity if:

            (1) the Participant and the Participant's spouse have validly waived
            the Pre-Retirement Survivor Annuity in the manner prescribed in
            Section 6.6, and the spouse has waived the right to be the
            Participant's Beneficiary,

                                       29
<PAGE>

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

            (3) the Participant has no spouse, or

            (4) the spouse cannot be located.

                  In such event, the designation of a Beneficiary shall be made
      on a form satisfactory to the Administrator. A Participant may at any time
      revoke a designation of a Beneficiary or change a Beneficiary by filing
      written (or in such other form as permitted by the IRS) notice of such
      revocation or change with the Administrator. However, the Participant's
      spouse must again consent in writing (or in such other form as permitted
      by the IRS) to any change in Beneficiary unless the original consent
      acknowledged that the spouse had the right to limit consent only to a
      specific Beneficiary and that the spouse voluntarily elected to relinquish
      such right.

            (e) A Participant may, at any time, designate a Beneficiary for
      death benefits, if any, payable under the Plan that are in excess of the
      Pre-Retirement Survivor Annuity without the waiver or consent of the
      Participant's spouse. In the event no valid designation of Beneficiary
      exists, or if the Beneficiary is not alive at the time of the
      Participant's death, the death benefit will be paid in the following order
      of priority, unless the Employer specifies a different order of priority
      in an addendum to the Adoption Agreement, to:

            (1) The Participant's surviving spouse;

            (2) The Participant's children, including adopted children, per
            stirpes

            (3) The Participant's surviving parents, in equal shares; or

            (4) The Participant's estate.

      If the Beneficiary does not predecease the Participant, but dies prior to
      distribution of the death benefit, the death benefit will be paid to the
      Beneficiary's estate.

            (f) Notwithstanding anything in this Section to the contrary, if a
      Participant has designated the spouse as a Beneficiary, then a divorce
      decree or a legal separation that relates to such spouse shall revoke the
      Participant's designation of the spouse as a Beneficiary unless the decree
      or a qualified domestic relations order (within the meaning of Code
      Section 414(p)) provides otherwise or a subsequent Beneficiary designation
      is made.

            (g) If the Plan provides an insured death benefit and a Participant
      dies before any insurance coverage to which the Participant is entitled
      under the Plan is effected, the death benefit from such insurance coverage
      shall be limited to the premium which was or otherwise would have been
      used for such purpose.

            (h) In the event of any conflict between the terms of this Plan and
      the terms of any Contract issued hereunder, the Plan provisions shall
      control.

6.3   DETERMINATION OF BENEFITS IN EVENT OF DISABILITY

            Total and Permanent Disability shall be determined by the method
elected in Section E7 of the Adoption Agreement. In the event of a Participant's
Total and Permanent Disability prior to the Participant's Retirement Date or
other termination of employment, all amounts credited to such Participant's
Combined Account shall become fully Vested. In the event of a Participant's
Total and Permanent Disability, the Administrator, in accordance with the
provisions of Sections 6.5 and 6.7, shall direct the distribution to such
Participant of all Vested amounts credited to such Participant's Combined
Account in any form listed under Section 6.5(b).

6.4   DETERMINATION OF BENEFITS UPON TERMINATION

            (a) If a Participant's employment with the Employer is terminated
      for any reason other than death, Total and Permanent Disability, or
      retirement, then such Participant shall be entitled to such benefits as
      are provided herein.

                  Distribution of the vested account due to a Terminated
      Participant shall be made on the occurrence of an event which would result
      in the distribution had the Terminated Participant remained in the employ
      of the Employer (upon the Participant's death, Total and Permanent
      Disability, Early or Normal Retirement). However, at the election of the
      Participant, the Administrator shall direct that the entire Vested portion
      of the Terminated Participant's Combined Account be payable to such
      Terminated Participant provided the conditions, if any, set forth in
      Section H.2 of the Adoption Agreement have been satisfied. Any
      distribution under this paragraph shall be made in a manner which is
      consistent with and satisfies the provisions of Section 6.5, including but
      not limited to, all notice and consent requirements of Code Sections
      411(a)(11) and 417 and the Regulations thereunder.

                                       30
<PAGE>

                  Regardless of whether distributions in kind are permitted, in
      the event the amount of the Vested portion of the Terminated Participant's
      Combined Account equals or exceeds the fair market value of any insurance
      Contracts, the Administrator, when agreed to by the Terminated
      Participant, shall assign, transfer, and set over to such Terminated
      Participant all Contracts on such Terminated Participant's life in such
      form or with such endorsements, so that the settlement options and forms
      of payment are consistent with the provisions of Section 6.5. In the event
      that the Terminated Participant's Vested portion does not at least equal
      the fair market value of the Contracts, if any, the Terminated Participant
      may pay over to the Administrator the sum needed to make the distribution
      equal to the value of the Contracts being assigned or transferred, or the
      Administrator, pursuant to the Participant's election, may borrow the cash
      value of the Contracts from the Insurer so that the value of the Contracts
      is equal to the Vested portion of the Terminated Participant's Combined
      Account and then assign the Contracts to the Terminated Participant.

                  Notwithstanding the above, unless otherwise elected in Section
      H.3 of the Adoption Agreement, if the value of a Terminated Participant's
      Vested benefit derived from Employer and Employee contributions does not
      exceed $5,000 (or, $3,500 for distributions made prior to the later of the
      first day of the first Plan Year beginning on or after August 5, 1997, or
      the date specified in Section M.3.b of the Adoption Agreement) the
      Administrator shall direct that the entire Vested benefit be paid to such
      Participant in a single lump-sum without regard to the consent of the
      Participant or the Participant's spouse. Furthermore, the determination of
      whether the $5,000 (or, if applicable, $3,500) threshold has been exceeded
      is generally based on the value of the Vested benefit as of the Valuation
      Date preceding the date of the distribution. However, if the "lookback
      rule" applies, the applicable threshold is deemed to be exceeded if the
      Vested benefit exceeded the applicable threshold at the time of any prior
      distribution. The "lookback rule" generally applies to all distributions
      made prior to March 22, 1999. With respect to distributions made on or
      after March 22, 1999, the "lookback rule" applies if either (1) the
      provisions of Section 6.12 do not apply or (2) a Participant has begun to
      receive distributions pursuant to an optional form of benefit under which
      at least one scheduled periodic distribution has not yet been made, and if
      the value of the Participant's benefit, determined at the time of the
      first distribution under that optional form of benefit exceeded the
      applicable threshold. However, the Plan does not fail to satisfy the
      requirements of this paragraph if, prior to the adoption of this Prototype
      Plan, the "lookback rule" was applied to all distributions.
      Notwithstanding the preceding, the "lookback rule" will not apply to any
      distributions made on or after October 17, 2000.

            (b) The Vested portion of any Participant's Account shall be a
      percentage of such Participant's Account determined on the basis of the
      Participant's number of Years of Service (or Periods of Service if the
      Elapsed Time Method is elected) according to the vesting schedule
      specified in Section E.1 of the Adoption Agreement. However, a
      Participant's entire interest in the Plan shall be non-forfeitable upon
      the Participant's Normal Retirement Age (if the Participant is employed by
      the Employer on or after such date).

            (c) For any Top-Heavy Plan Year, the minimum Top-Heavy vesting
      schedule elected by the Employer in Section E.3 of the Adoption Agreement
      will automatically apply to the Plan. The minimum Top-Heavy vesting
      schedule applies to all benefits within the meaning of Code Section
      411(a)(7) except those attributable to Employee contributions, including
      benefits accrued before the effective date of Code Section 416 and
      benefits accrued before the Plan became Top-Heavy. Further, no decrease in
      a Participant's Vested percentage shall occur in the event the Plan's
      status as Top-Heavy changes for any Plan Year. However, this Section does
      not apply to the account balances of any Employee who does not have an
      Hour of Service after the Plan has initially become Top-Heavy and the
      Vested percentage of such Employee's Participant's Account shall be
      determined without regard to this Section 6.4(c).

                  If in any subsequent Plan Year the Plan ceases to be a
      Top-Heavy Plan, then unless a specific Plan amendment is made to provide
      otherwise, the Administrator will continue to use the vesting schedule in
      effect while the Plan was a Top-Heavy Plan.

            (d) Upon the complete discontinuance of the Employer's contributions
      to the Plan (if this is a profit sharing plan) or upon any full or partial
      termination of the Plan, all amounts then credited to the account of any
      affected Participant shall become 100% Vested and shall not thereafter be
      subject to Forfeiture.

            (e) If this is an amended or restated Plan, then notwithstanding the
      vesting schedule specified in Section E.1 of the Adoption Agreement, the
      Vested percentage of a Participant's Account shall not be less than the
      Vested percentage attained as of the later of the effective date or
      adoption date of this amendment and restatement. The computation of a
      Participant's nonforfeitable percentage of such Participant's interest in
      the Plan shall not be reduced as the result of any direct or indirect
      amendment to this Article, or due to changes in the Plan's status as a Top
      Heavy Plan. Furthermore, if the Plan's vesting schedule is amended, then
      the amended schedule will only apply to those Participants who complete an
      Hour of Service after the effective date of the amendment.

            (f) If the Plan's vesting schedule is amended, or if the Plan is
      amended in any way that directly or indirectly affects the computation of
      the Participant's nonforfeitable percentage or if the Plan is deemed
      amended by an automatic change to a Top-Heavy vesting schedule, then each
      Participant with at least three (3) Years of Service (or Periods of
      Service if the Elapsed Time Method is elected) as of the expiration date
      of the election period may elect to have such Participant's nonforfeitable
      percentage computed under the Plan without regard to such amendment or
      change. If a Participant fails to make such election, then such
      Participant shall be subject to the new vesting schedule.

                                       31
<PAGE>

      The Participant's election period shall commence on the adoption date of
      the amendment and shall end sixty (60) days after the latest of:

            (1) the adoption date of the amendment,

            (2) the effective date of the amendment, or

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

            (g) In determining Years of Service or Periods of Service for
      purposes of vesting under the Plan, Years of Service or Periods of Service
      shall be excluded as elected in Section E.4 of the Adoption Agreement.

6.5   DISTRIBUTION OF BENEFITS

            (a)(1) Unless otherwise elected as provided below, a Participant
      who is married on the Annuity Starting Date and who does not die before
      the Annuity Starting Date shall receive the value of all Plan benefits in
      the form of a Joint and Survivor Annuity. The Joint and Survivor Annuity
      is an annuity that commences immediately and shall be equal in value to a
      single life annuity. Such joint and survivor benefits following the
      Participant's death shall continue to the spouse during the spouse's
      lifetime at a rate equal to either fifty percent (50%), seventy-five
      percent (75%) (or, sixty-six and two-thirds percent (66 2/3%) if the
      Insurer used to provide the annuity does not offer a joint and
      seventy-five percent (75%) annuity), or one hundred percent (100%) of the
      rate at which such benefits were payable to the Participant. Unless
      otherwise elected in Section H.1 of the Adoption Agreement, a joint and
      fifty percent (50%) survivor annuity shall be considered the designated
      qualified Joint and Survivor Annuity and the normal form of payment for
      the purposes of this Plan. However, the Participant may, without spousal
      consent, elect an alternative Joint and Survivor Annuity, which
      alternative shall be equal in value to the designated qualified Joint and
      Survivor Annuity. An unmarried Participant shall receive the value of such
      Participant's benefit in the form of a life annuity. Such unmarried
      Participant, however, may elect to waive the life annuity. The election
      must comply with the provisions of this Section as if it were an election
      to waive the Joint and Survivor Annuity by a married Participant, but
      without fulfilling the spousal consent requirement. The Participant may
      elect to have any annuity provided for in this Section distributed upon
      the attainment of the "earliest retirement age" under the Plan. The
      "earliest retirement age" is the earliest date on which, under the Plan,
      the Participant could elect to receive retirement benefits.

            (2) Any election to waive the Joint and Survivor Annuity must be
            made by the Participant in writing (or in such other form as
            permitted by the IRS) during the election period and be consented to
            in writing (or in such other form as permitted by the IRS) by the
            Participant's spouse. If the spouse is legally incompetent to give
            consent, the spouse's legal guardian, even if such guardian is the
            Participant, may give consent. Such election shall designate a
            Beneficiary (or a form of benefits) that may not be changed without
            spousal consent (unless the consent of the spouse expressly permits
            designations by the Participant without the requirement of further
            consent by the spouse). Such spouse's consent shall be irrevocable
            and must acknowledge the effect of such election and be witnessed by
            a Plan representative or a notary public. Such consent shall not be
            required if it is established to the satisfaction of the
            Administrator that the required consent cannot be obtained because
            there is no spouse, the spouse cannot be located, or other
            circumstances that may be prescribed by Regulations. The election
            made by the Participant and consented to by such Participant's
            spouse may be revoked by the Participant in writing (or in such
            other form as permitted by the IRS) without the consent of the
            spouse at any time during the election period. A revocation of a
            prior election shall cause the Participant's benefits to be
            distributed as a Joint and Survivor Annuity. The number of
            revocations shall not be limited. Any new election must comply with
            the requirements of this paragraph. A former spouse's waiver shall
            not be binding on a new spouse.

            (3) The election period to waive the Joint and Survivor Annuity
            shall be the ninety (90) day period ending on the Annuity Starting
            Date.

            (4) For purposes of this Section, spouse or surviving spouse means
            the spouse or surviving spouse of the Participant, provided that a
            former spouse will be treated as the spouse or surviving spouse and
            a current spouse will not be treated as the spouse or surviving
            spouse to the extent provided under a qualified domestic relations
            order as described in Code Section 414(p).

            (5) With regard to the election, except as otherwise provided
            herein, the Administrator shall provide to the Participant no less
            than thirty (30) days and no more than ninety (90) days before the
            Annuity Starting Date a written (or such other form as permitted by
            the IRS) explanation of:

                  (i) the terms and conditions of the Joint and Survivor
                  Annuity,

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

                                       32
<PAGE>

                  (iii) the right of the Participant's spouse to consent to any
                  election to waive the Joint and Survivor Annuity, and

                  (iv) the right of the Participant to revoke such election, and
                  the effect of such revocation.

            (6) Any distribution provided for in this Section made on or after
            December 31, 1996, may commence less than thirty (30) days after the
            notice required by Code Section 417(a)(3) is given provided the
            following requirements are satisfied:

                  (i) the Administrator clearly informs the Participant that the
                  Participant has a right to a period of thirty (30) days after
                  receiving the notice to consider whether to waive the Joint
                  and Survivor Annuity and to elect (with spousal consent) a
                  form of distribution other than a Joint and Survivor Annuity;

                  (ii) the Participant 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 seven
                  (7) day period that begins the day after the explanation of
                  the Joint and Survivor Annuity is provided to the Participant;

                  (iii) the Annuity Starting Date is after the time that the
                  explanation of the Joint and Survivor Annuity is provided to
                  the Participant. However, the Annuity Starting Date may be
                  before the date that any affirmative distribution election is
                  made by the Participant and before the date that the
                  distribution is permitted to commence under (iv) below; and

                  (iv) distribution in accordance with the affirmative election
                  does not commence before the expiration of the seven (7) day
                  period that begins the day after the explanation of the Joint
                  and Survivor Annuity is provided to the Participant.

            (b) In the event a married Participant duly elects pursuant to
      paragraph (a)(2) above not to receive the benefit in the form of a Joint
      and Survivor Annuity, or if such Participant is not married, in the form
      of a life annuity, the Administrator, pursuant to the election of the
      Participant, shall direct the distribution to a Participant or Beneficiary
      any amount to which the Participant or Beneficiary is entitled under the
      Plan in one or more of the following methods which are permitted pursuant
      to Section H.1 of the Adoption Agreement:

            (1) One lump-sum payment in cash or in property that is allocated to
            the accounts of the Participant at the time of the distribution;

            (2) Partial withdrawals;

            (3) Installment payments made in monthly, quarterly, semiannual, or
            annual cash installments. The period over which such payment is to
            be made shall not extend beyond the Participant's life expectancy
            (or the life expectancy of the Participant and the Participant's
            designated Beneficiary). After installments commence, the
            Participant shall have the right to reduce the period over which
            such periodic installments shall be made.

            (4) Purchase of or providing an annuity. However, such annuity may
            not be in any form that will provide for payments over a period
            extending beyond either the life of the Participant (or the lives of
            the Participant and the Participant's designated Beneficiary) or the
            life expectancy of the Participant (or the life expectancy of the
            Participant and the Participant's designated Beneficiary).

            (c) Benefits may not be paid without the Participant's and the
      Participant's spouse's consent if the present value of the Participant's
      Joint and Survivor Annuity derived from Employer and Employee
      contributions exceeds, $5,000 (or $3,500, for distributions made prior to
      the later of the first day of the first Plan Year beginning after August
      5, 1997, or the date specified in Section M.3.b of the Adoption Agreement)
      and the benefit is "immediately distributable." The Administrator may also
      directly rollover such benefits into an Individual Retirement Account
      ("IRA") for Participants who fail to affirmatively elect another form of
      distribution or who cannot be located after a diligent search. However,
      spousal consent is not required if the distribution will made in the form
      a Qualified Joint and Survivor Annuity and the benefit is "immediately
      distributable." A benefit is "immediately distributable" if any part of
      the benefit could be distributed to the Participant (or surviving spouse)
      before the Participant attains (or would have attained if not deceased)
      the later of the Participant's Normal Retirement Age or age 62.

            If the value of the Participant's benefit derived from Employer and
      Employee contributions does not exceed, and has never exceeded at the time
      of any prior distribution, $5,000 (or, if applicable, $3,500), then the
      Administrator will distribute such benefit in a lump-sum without such
      Participant's consent. The Administrator may also directly rollover such
      benefits into an Individual Retirement Account (IRA') for Participants who
      fail to affirmatively elect another form of distribution or who can not be
      located after a diligent search. No distribution may be made under the
      preceding sentence after the Annuity Starting Date unless the Participant
      and the Participant's spouse consent in writing

                                       33
<PAGE>

      (or in such other form as permitted by the IRS) to such distribution. Any
      consent required under this paragraph must be obtained not more than
      ninety (90) days before commencement of the distribution and shall be made
      in a manner consistent with Section 6.5(a)(2). Notwithstanding the
      preceding, the "lookback rule" (which provides that if the present value
      at the time of a prior distribution exceeded the applicable dollar
      threshold, then the present value at any subsequent time is deemed to
      exceed the threshold) will not apply to any distributions made on or after
      October 17, 2000.

            (d) The following rules will apply with respect to the consent
      requirements set forth in subsection (c):

            (1) No consent shall be valid unless the Participant has received a
            general description of the material features and an explanation of
            the relative values of the optional forms of benefit available under
            the Plan that would satisfy the notice requirements of Code Section
            417;

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

            (3) Notice of the rights specified under this paragraph shall be
            provided no less than thirty (30) days and no more than ninety (90)
            days before the Annuity Starting Date;

            (4) Written (or such other form as permitted by the IRS) consent of
            the Participant to the distribution must not be made before the
            Participant receives the notice and must not be made more than
            ninety (90) days before the Annuity Starting Date; and

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

            (e) Notwithstanding any provision in the Plan to the contrary, for
      Plan Years beginning after December 31, 1996, the distribution of a
      Participant's benefits, whether under the Plan or through the purchase of
      an annuity Contract, shall be made in accordance with the following
      requirements and shall otherwise comply with Code Section 401(a)(9) and
      the Regulations thereunder (including Regulation 1.401(a)(9)-2):

            (1) A Participant's benefits will be distributed or must begin to be
            distributed not later than the Participant's "required beginning
            date." Alternatively, distributions to a Participant must begin no
            later than the Participant's "required beginning date" and must be
            made over the life of the Participant (or the lives of the
            Participant and the Participant's designated Beneficiary) or the
            life expectancy of the Participant (or the life expectancies of the
            Participant and the Participant's designated Beneficiary) in
            accordance with Regulations. However, if the distribution is to be
            in the form of a joint and survivor annuity or single life annuity,
            then distributions must begin no later than the "required beginning
            date" and must be made over the life of the Participant (or the
            lives of the Participant and the Participant's designated
            Beneficiary) in accordance with Regulations.

            (2) The "required beginning date" for a Participant who is a "five
            percent (5%) owner" with respect to the Plan Year ending in the
            calendar year in which such Participant attains age 70 1/2 means
            April 1st of the calendar year following the calendar year in which
            the Participant attains age 70 1/2. Once distributions have begun to
            a "five percent (5%) owner" under this subsection, they must
            continue to be distributed, even if the Participant ceases to be a
            "five percent (5%) owner" in a subsequent year.

            (3) The "required beginning date" for a Participant other than a
            "five percent (5%) owner" means, unless the Employer has elected to
            continue the pre-SBJPA rules in Section H.4.b of the Adoption
            Agreement, April 1st of the calendar year following the later of the
            calendar year in which the Participant attains age 70 1/2 or the
            calendar year in which the Participant retires.

            (4) If the election is made to continue the pre-SBJPA rules, then
            except as provided below, the "required beginning date" is April 1st
            of the calendar year following the calendar year in which a
            Participant attains age 70 1/2.

                  (i) However, the "required beginning date" for a Participant
                  who had attained age 70 1/2 before January 1, 1988, and was
                  not a five percent (5%) owner (within the meaning of Code
                  Section 416) at any time during the Plan Year ending with or
                  within the calendar year in which the Participant attained age
                  66 1/2 or any subsequent Plan Year, is April 1st of the
                  calendar year following the calendar in which the Participant
                  retires.

                  (ii) Notwithstanding (i) above, the "required beginning date"
                  for a Participant who was a five percent (5%) owner (within
                  the meaning of Code Section 416) at any time during the five
                  (5) Plan Year period ending in the calendar year in which the
                  Participant attained age 70 1/2 is April 1st of

                                       34
<PAGE>

                  the calendar year in which the Participant attained age
                  70 1/2. In the case of a Participant who became a five percent
                  (5%) owner during any Plan Year after the calendar year in
                  which the Participant attained age 70 1/2, the "required
                  beginning date" is April 1st of the calendar year following
                  the calendar year in which such subsequent Plan Year ends.

            (5) If this is an amendment or restatement of a plan that contained
            the pre-SBJPA rules and an election is made to use the post-SBJPA
            rules, then the transition rules elected in Section H.4.c of the
            Adoption Agreement will apply.

            (6) Except as otherwise provided herein, "five percent (5%) owner"
            means, for purposes of this Section, a Participant who is a five
            percent (5%) owner as defined in Code Section 416 at any time during
            the Plan Year ending with or within the calendar year in which such
            owner attains age 70 1/2.

            (7) Distributions to a Participant and such Participant's
            Beneficiaries will only be made in accordance with the incidental
            death benefit requirements of Code Section 401(a)(9)(G) and the
            Regulations thereunder.

            (8) For purposes of this Section, the life expectancy of a
            Participant and/or a Participant's spouse (other than in the case of
            a life annuity) shall or shall not be redetermined annually as
            elected in the Adoption Agreement and in accordance with
            Regulations. If the Participant or the Participant's spouse may
            elect, pursuant to the Adoption Agreement, to have life expectancies
            recalculated, then the election, once made shall be irrevocable. If
            no election is made by the time distributions must commence, then
            the life expectancy of the Participant and the Participant's spouse
            shall not be subject to recalculation. Life expectancy and joint and
            last survivor life expectancy shall be computed using the return
            multiples in Tables V and VI of Regulation Section 1.72-9.

            (9) With respect to distributions under the Plan made for calendar
            years beginning on or after January 1, 2001, or if later, the date
            specified in Section M of the Adoption Agreement, the Plan will
            apply the minimum distribution requirements of Code Section
            401(a)(9) in accordance with the Regulations under section 401(a)(9)
            that were proposed on January 17, 2001, notwithstanding any
            provision of the Plan to the contrary. This amendment shall continue
            in effect until the end of the last calendar year beginning before
            the effective date of final Regulations under section 401(a)(9) or
            such other date as may be specified in guidance published by the
            Internal Revenue Service.

            However, if the date specified in Section M of the Adoption
            Agreement is a date in 2001 other than January 1, 2001, then with
            respect to distributions under the Plan made on or after such date
            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 section 401(a)(9)
            that were proposed on January 17, 2001, notwithstanding any
            provision of the Plan to the contrary. If the total amount of
            required minimum distributions made to a participant for 2001 prior
            to the specified date are equal to or greater than the amount of
            required minimum distributions determined under the 2001 Proposed
            Regulations, then no additional distributions are required for such
            participant for 2001 on or after such date. If the total amount of
            required minimum distributions made to a participant for 2001 prior
            to the specified date 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. This
            amendment shall continue in effect until the end of the last
            calendar year beginning before the effective date of final
            Regulations under section 401(a)(9) or such other date as may be
            specified in guidance published by the Internal Revenue Service.

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

            (g) Subject to the spouse's right of consent afforded under the
      Plan, the restrictions imposed by this Section shall not apply if a
      Participant has, prior to January 1, 1984, made a written designation to
      have retirement benefits paid in an alternative method acceptable under
      Code Section 401(a) as in effect prior to the enactment of the Tax Equity
      and Fiscal Responsibility Act of 1982 (TEFRA).

            (h) If a distribution is made to a Participant who has not severed
      employment and who is not fully Vested in the Participant's Account, and
      the Participant may increase the Vested percentage in such account, then
      at any relevant time the Participant's Vested portion of the account will
      be equal to an amount ("X") determined by the formula:

                           X equals P (AB plus D) - D

                                       35
<PAGE>

                  For purposes of applying the formula: P is the Vested
      percentage at the relevant time, AB is the account balance at the relevant
      time, D is the amount of distribution, and the relevant time is the time
      at which, under the Plan, the Vested percentage in the account cannot
      increase.

                  However, the Employer may attach an addendum to the Adoption
      Agreement to provide that a separate account shall be established for the
      Participant's interest in the Plan as of the time of the distribution, and
      at any relevant time the Participant's Vested portion of the separate
      account will be equal to an amount determined as follows: P (AB plus (R x
      D)) - (R x D) where R is the ratio of the account balance at the relevant
      time to the account balance after distribution and the other terms have
      the same meaning as in the preceding paragraph. Any amendment to change
      the formula in accordance with the preceding sentence shall not be
      considered an amendment which causes this Plan to become an individually
      designed Plan.

            (i) If this is a Plan amendment that eliminates or restricts the
      ability of a Participant to receive payment of the Participant's interest
      in the Plan under a particular optional form of benefit, then 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
      Participant receiving the distribution has been furnished a summary that
      reflects the amendment and that satisfies the Act 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.

6.6   DISTRIBUTION OF BENEFITS UPON DEATH

            (a) Unless otherwise elected as provided below, a Vested Participant
      who dies before the Annuity Starting Date and who has a surviving spouse
      shall have the Pre-Retirement Survivor Annuity paid to the surviving
      spouse. The Participant's spouse may direct that payment of the
      Pre-Retirement Survivor Annuity commence within a reasonable period after
      the Participant's death. If the spouse does not so direct, payment of such
      benefit will commence at the time the Participant would have attained the
      later of Normal Retirement Age or age 62. However, the spouse may elect a
      later commencement date. Any distribution to the Participant's spouse
      shall be subject to the rules specified in Section 6.6(h).

            (b) Any election to waive the Pre-Retirement Survivor Annuity before
      the Participant's death must be made by the Participant in writing (or in
      such other form as permitted by the IRS) during the election period and
      shall require the spouse's irrevocable consent in the same manner provided
      for in Section 6.5(a)(2). Further, the spouse's consent must acknowledge
      the specific nonspouse Beneficiary. Notwithstanding the foregoing, the
      nonspouse Beneficiary need not be acknowledged, provided the consent of
      the spouse acknowledges that the spouse has the right to limit consent
      only to a specific Beneficiary and that the spouse voluntarily elects to
      relinquish such right.

            (c) The election period to waive the Pre-Retirement Survivor Annuity
      shall begin on the first day of the Plan Year in which the Participant
      attains age 35 and end on the date of the Participant's death. An earlier
      waiver (with spousal consent) may be made provided a written (or such
      other form as permitted by the IRS) explanation of the Pre-Retirement
      Survivor Annuity is given to the Participant and such waiver becomes
      invalid at the beginning of the Plan Year in which the Participant turns
      age 35. In the event a Participant separates from service prior to the
      beginning of the election period, the election period shall begin on the
      date of such separation from service.

            (d) With regard to the election, the Administrator shall provide
      each Participant within the applicable election period, with respect to
      such Participant (and consistent with Regulations), a written (or such
      other form as permitted by the IRS) explanation of the Pre-Retirement
      Survivor Annuity containing comparable information to that required
      pursuant to Section 6.5(a)(5). For the purposes of this paragraph, the
      term "applicable period" means, with respect to a Participant, whichever
      of the following periods ends last:

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

            (2) A reasonable period after the individual becomes a Participant;

            (3) A reasonable period ending after the Plan no longer fully
            subsidizes the cost of the Pre-Retirement Survivor Annuity with
            respect to the Participant; or

            (4) A reasonable period ending after Code Section 401(a)(11) applies
            to the Participant.

                  For purposes of applying this subsection, a reasonable period
      ending after the enumerated events described in (2), (3) and (4) is the
      end of the two (2) year period beginning one (1) year prior to the date
      the applicable event occurs, and ending one (1) year after that date. In
      the case of a Participant who separates from service before the Plan Year
      in which age 35 is attained, notice shall be provided within the two (2)
      year period beginning one (1) year prior to separation and ending one (1)
      year after separation. If such a Participant thereafter returns to
      employment with the Employer, the applicable period for such Participant
      shall be redetermined.

                                       36
<PAGE>

            (e) The Pre-Retirement Survivor Annuity provided for in this Section
      shall apply only to Participants who are credited with an Hour of Service
      on or after August 23, 1984. Former Participants who are not credited with
      an Hour of Service on or after August 23, 1984, shall be provided with
      rights to the Pre-Retirement Survivor Annuity in accordance with Section
      303(e)(2) of the Retirement Equity Act of 1984.

            (f) If the value of the Pre-Retirement Survivor Annuity derived from
      Employer and Employee contributions does not exceed, and has never
      exceeded at the time of any prior distribution, $5,000 (or, $3,500 for
      distributions made prior to the later of the first day of the first Plan
      Year beginning after August 5, 1997, or the date specified in Section M of
      the Adoption Agreement) the Administrator shall direct the distribution of
      such amount to the Participant's spouse as soon as practicable. No
      distribution may be made under the preceding sentence after the Annuity
      Starting Date unless the spouse consents in writing (or in such other form
      as permitted by the IRS). If the value exceeds, or has ever exceeded at
      the time of any prior distribution, $5,000 (or, if applicable, $3,500), an
      immediate distribution of the entire amount may be made to the surviving
      spouse, provided such surviving spouse consents in writing (or in such
      other form as permitted by the IRS) to such distribution. Any consent
      required under this paragraph must be obtained not more than ninety (90)
      days before commencement of the distribution and shall be made in a manner
      consistent with Section 6.5(a)(2). Notwithstanding the preceding, the
      "lookback rule" (which provides that if the present value at the time of a
      prior distribution exceeded the applicable dollar threshold, then the
      present value at any subsequent time is deemed to exceed the threshold)
      will not apply to any distributions made on or after October 17, 2000.

            (g) Death benefits may be paid to a Participant's Beneficiary in one
      of the following optional forms of benefits subject to the rules specified
      in Section 6.6(h). Such optional forms of distributions may be elected by
      the Participant in the event there is an election to waive the
      Pre-Retirement Survivor Annuity, and for any death benefits in excess of
      the Pre-Retirement Survivor Annuity. However, if no optional form of
      distribution was elected by the Participant prior to death, then the
      Participant's Beneficiary may elect the form of distribution:

            (1) One lump-sum payment in cash or in Employer stock.

            (2) Partial withdrawals.

            (3) Installment payments made monthly, quarterly, semi-annually, or
            annually. The period over which such payments are to be made shall
            not extend beyond the Beneficiary's life expectancy. After
            installments commence, the Beneficiary shall have the right to
            reduce the period over which such periodic installments shall be
            made, and the cash amount of such periodic installments shall be
            adjusted accordingly.

            (4) In the form of an annuity over the life expectancy of the
            Beneficiary.

            (h) Notwithstanding any provision in the Plan to the contrary,
      distributions upon the death of a Participant shall be made in accordance
      with the following requirements and shall otherwise comply with Code
      Section 401(a)(9) and the Regulations thereunder.

            (1) If it is determined, pursuant to Regulations, that the
            distribution of a Participant's interest has begun and the
            Participant dies before the entire interest has been distributed,
            the remaining portion of such interest shall be distributed at least
            as rapidly as under the method of distribution elected pursuant to
            Section 6.5 as of the date of death.

            (2) If a Participant dies before receiving any distributions of the
            interest in the Plan or before distributions are deemed to have
            begun pursuant to Regulations, then the death benefit shall be
            distributed to the Participant's Beneficiaries in accordance with
            the following rules subject to the elections made in the Adoption
            Agreement and subsections 6.6(h)(3) and 6.6(i) below:

                  (i) The entire death benefit shall be distributed to the
                  Participant's Beneficiaries by December 31st of the calendar
                  year in which the fifth anniversary of the Participant's death
                  occurs;

                  (ii) The 5-year distribution requirement of (i) above shall
                  not apply to any portion of the deceased Participant's
                  interest which is payable to or for the benefit of a
                  designated Beneficiary. In such event, such portion shall be
                  distributed over the life of such designated Beneficiary (or
                  over a period not extending beyond the life expectancy of such
                  designated Beneficiary) provided such distribution begins not
                  later than December 31st of the calendar year immediately
                  following the calendar year in which the Participant died (or
                  such later date as may be prescribed by Regulations);

                  (iii) However, in the event the Participant's spouse
                  (determined as of the date of the Participant's death) is the
                  designated Beneficiary, the provisions of (ii) above shall
                  apply except that the requirement that distributions commence
                  within one year of the Participant's death shall not apply. In
                  lieu thereof, distributions must commence on or before the
                  later of: (1) December 31st of the calendar year immediately
                  following the calendar year in which the Participant died; or
                  (2)

                                       37
<PAGE>

                  December 31st of the calendar year in which the Participant
                  would have attained age 70 1/2. If the surviving spouse dies
                  before distributions to such spouse begin, then the 5-year
                  distribution requirement of this Section shall apply as if the
                  spouse was the Participant.

            (3) Notwithstanding subparagraph (2) above, or any elections made in
            Section H.1 of the Adoption Agreement, if a Participant's death
            benefits are to be paid in the form of a Pre-Retirement Survivor
            Annuity, then distributions to the Participant's surviving spouse
            must commence on or before the later of: (1) December 31st of the
            calendar year immediately following the calendar year in which the
            Participant died; or (2) December 31st of the calendar year in which
            the Participant would have attained age 70 1/2.

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

            (j) For purposes of this Section, the life expectancy of a
      Participant and a Participant's spouse (other than in the case of a life
      annuity) shall or shall not be redetermined annually as elected in Section
      M of the Adoption Agreement and in accordance with Regulations. If the
      Participant may elect, pursuant to the Adoption Agreement, to have life
      expectancies recalculated, then the election, once made shall be
      irrevocable. If no election is made by the time distributions must
      commence, then the life expectancy of the Participant and the
      Participant's spouse shall be subject to recalculation. Life expectancy
      and joint and last survivor life expectancy shall be computed using the
      return multiples in Tables V and VI of Regulation Section 1.72-9.

            (k) For purposes of this Section, any amount paid to a child of the
      Participant will be paid to the legal representative on behalf of the
      child.

            (l) Subject to the spouse's right of consent afforded under the
      Plan, the restrictions imposed by this Section shall not apply if a
      Participant has, prior to January 1, 1984, made a written designation to
      have death benefits paid in an alternative method acceptable under Code
      Section 401(a) as in effect prior to the enactment of the Tax Equity and
      Fiscal Responsibility Act of 1982 (TEFRA).

6.7   TIME OF DISTRIBUTION

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

            Notwithstanding the foregoing, the failure of a Participant and, if
applicable, the Participant's spouse, to consent to a distribution that is
"immediately distributable" (within the meaning of Section 6.5(d)), shall be
deemed to be an election to defer the commencement of payment of any benefit
sufficient to satisfy this Section.

6.8   DISTRIBUTION FOR MINOR OR INCOMPETENT BENEFICIARY

            In the event a distribution is to be made to a minor or incompetent
Beneficiary, then the Administrator may direct that such distribution be paid to
the legal guardian, or if none in the case of a minor Beneficiary, to a parent
of such Beneficiary, or to the custodian for such Beneficiary under the Uniform
Gift to Minors Act or Gift to Minors Act, if such is permitted by the laws of
the state in which said Beneficiary resides. Such a payment to the legal
guardian, custodian or parent of a minor or incompetent Beneficiary shall fully
discharge the Trustee, Employer, and Plan from further liability on account
thereof.

6.9   LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

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

                                       38
<PAGE>

pursuant to the Plan. Notwithstanding the foregoing, if the value of a
Participant's Vested benefit derived from Employer and Employee contributions
does not exceed $5,000, then the amount distributable may be treated as a
Forfeiture at the time it is determined that the whereabouts of the Participant
or the Participant's Beneficiary can not be ascertained. In the event a
Participant or Beneficiary is located subsequent to the Forfeiture, such benefit
shall be restored, first from Forfeitures, if any, and then from an additional
Employer contribution, if necessary. Upon Plan termination, the portion of the
distributable amount that is an "eligible rollover distribution" as defined in
Plan Section 6.14(b)(1) may be paid directly to an individual retirement account
described in Code Section 408(a) or an individual retirement annuity described
in Code Section 408(b). However, regardless of the preceding, a benefit that is
lost by reason of escheat under applicable state law is not treated as a
Forfeiture for purposes of this Section nor as an impermissible forfeiture under
the Code.

6.10  IN-SERVICE DISTRIBUTION

            For Profit Sharing Plans and 401(k) Profit Sharing Plans, if elected
in Section H.5.b of the Adoption Agreement, at such time as the conditions set
forth in the Adoption Agreement have been satisfied, then the Administrator, at
the election of a Participant who has not severed employment with the Employer,
shall direct the distribution of up to the entire Vested amount then credited to
the accounts maintained on behalf of such Participant. In the event that the
Administrator makes such a distribution, the Participant shall continue to be
eligible to participate in the Plan on the same basis as any other Employee. Any
distribution made pursuant to this Section shall be made in a manner consistent
with Section 6.5, including, but not limited to, all notice and consent
requirements of Code Sections 411(a)(11) and 417 and the Regulations thereunder.

            SEQUENCE AND CONDITIONS FOR WITHDRAWAL. A Participant shall request
the Administrator to effect a cash withdrawal and such amounts shall be debited
from his Participant's Account. Unless otherwise elected in writing, the
Administrator shall withdraw amounts in the following sequence and upon the
following conditions:

            First, (if permitted by Section H), a Participant may withdraw all
            or part of the value from his contribution accounts for Participant
            Nondeductible Voluntary Contributions and for Participant Matched
            Contributions.

            Second, (if permitted by Section H), a Participant may withdraw all
            or part of the value of his contribution account of Rollover
            Contributions.

            Third, (if permitted by Section H), a Participant may withdraw all
            or part of the full value of his vested interest determined under
            Section E in his contribution accounts for: Company Matching
            Contributions; Company Profit-Sharing Contributions; and transfers
            from Employer-provided benefits from other plans.

            If a Participant receives a withdrawal attributable to Company
            contributions, the Participant's future vested interest after the
            distribution shall be equal to an amount ("X") determined by the
            formula:

                                X=P(AB + D) - D

            For purposes of applying the formula; P is the nonforfeitable
            percentage at the relevant time, AB is the account balance at the
            relevant time, and D is the amount of the withdrawal.

            Fourth, (if permitted by Section H), a Participant may withdraw all
            or part of the value of his account for Elective Deferrals, Company
            Qualified Matching Contributions and Company Qualified Nonelective
            Contributions if the Participant is age 59 1/2 or older.

            Employee after-tax contributions (and related earnings) under Money
Purchase, Profit Sharing or 401(k) Plans may be distributed at the Participant's
request.

6.11  ADVANCE DISTRIBUTION FOR HARDSHIP

            (a) For Profit Sharing Plans and 401(k) Plans (except to the extent
      Section 12.9 applies), if elected in Section H.6 of the Adoption
      Agreement, the Administrator, at the election of the Participant, shall
      direct the distribution to any Participant in any one Plan Year up to the
      lesser of 100% of the Vested interest of the Participant's Combined
      Account valued as of the last Valuation Date or the amount necessary to
      satisfy the immediate and heavy financial need of the Participant.
      Withdrawal under this Section shall be authorized only if the distribution
      is for an immediate and heavy financial need. The Administrator will
      determine whether there is an immediate and heavy financial need based on
      the facts and circumstances. An immediate and heavy financial need
      includes a distribution for one of the following:

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

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

                                       39
<PAGE>

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

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

            (b) Any distribution made pursuant to this Section shall be made in
      a manner which is consistent with and satisfies the provisions of Section
      6.5, including, but not limited to, all notice and consent requirements of
      Code Sections 411(a)(11) and 417 and the Regulations thereunder.

6.12  SPECIAL RULE FOR CERTAIN PROFIT SHARING PLANS

            (a) The provisions of this Section apply to a Participant in a
      Profit Sharing Plan or 401(k) Profit Sharing Plan to the extent elected in
      Section H.1 of the Adoption Agreement.

            (b) If an election is made to not offer life annuities as a form of
      distribution, then a Participant shall be prohibited from electing
      benefits in the form of a life annuity and the Joint and Survivor Annuity
      provisions of Section 6.5 shall not apply.

            (c) Notwithstanding anything in Sections 6.2 and 6.6 to the
      contrary, upon the death of a Participant, the automatic form of
      distribution will be a lump-sum rather than a Qualified Pre-Retirement
      Survivor Annuity. Furthermore, the Participant's spouse will be the
      Beneficiary of the Participant's entire Vested interest in the Plan unless
      an election is made to waive the spouse as Beneficiary. The other
      provisions in Section 6.2 shall be applied by treating the death benefit
      in this subsection as though it is a Qualified Pre-Retirement Survivor
      Annuity.

            (d) Except to the extent otherwise provided in this Section, the
      provisions of Sections 6.2, 6.5 and 6.6 regarding spousal consent shall be
      inoperative with respect to this Plan.

            (e) If a distribution is one to which Code Sections 401(a)(11) and
      417 do not apply, such distribution may commence less than thirty (30)
      days after the notice required under Regulation 1.411(a)-11(c) is given,
      provided that:

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

            (2) the Participant, after receiving the notice, affirmatively
            elects a distribution.

6.13  QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION

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

6.14  DIRECT ROLLOVERS

            (a) 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
      Administrator, to have any portion of an "eligible rollover distribution"
      paid directly to an "eligible retirement plan" specified by the
      "distributee" in a "direct rollover."

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

            (1) An "eligible rollover distribution" means any distribution
            described in Code Section 402(c)(4) and generally includes any
            distribution of all or any portion of the balance to the credit of
            the distributee, except that an "eligible rollover distribution"
            does not include: any distribution that is one of a series of
            substantially equal periodic payments (not less frequently than
            annually) made for the life (or life expectancy) of the
            "distributee" or the joint lives (or joint life expectancies) of the
            "distributee" and the "distributee's" designated beneficiary, or for
            a specified period of ten (10) years or more; any distribution to
            the extent such distribution is required under Code Section
            401(a)(9); 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); for distributions made after December 31, 1998, any
            hardship distribution described in Code Section 401(k)(2)(B)(i)(IV);
            and any other distribution reasonably expected to total less than
            $200 during a year.

                                       40
<PAGE>

            (2) An "eligible retirement plan" is an individual retirement
            account described in Code Section 408(a), an individual retirement
            annuity described in Code Section 408(b), an annuity plan described
            in Code Section 403(a), or a qualified 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.

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

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

6.15  TRANSFER OF ASSETS FROM A MONEY PURCHASE PLAN

            (a) This Section shall be effective as of the following date:

            (1) for Plans not entitled to extended reliance as described in
            Revenue Ruling 94-76, the first day of the first Plan Year beginning
            on or after December 12, 1994, or if later, 90 days after December
            12, 1994; or

            (2) for Plans entitled to extended reliance as described in Revenue
            Ruling 94-76, as of the first day of the first Plan Year following
            the Plan Year in which the extended reliance period applicable to
            the Plan ends. However, in the event of a transfer of assets to the
            Plan from a money purchase plan that occurs after the date of the
            most recent determination letter, the effective date of the
            amendment shall be the date immediately preceding the date of such
            transfer of assets.

            (b) Notwithstanding any provision of this Plan to the contrary, to
      the extent that 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(l), 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
      after-tax voluntary Employee contributions or to a direct or indirect
      rollover contribution).

6.16  ELECTIVE TRANSFERS OF BENEFITS TO OTHER PLANS

            (a) If a voluntary, fully-informed election is made by a
      Participant, then if the conditions set forth herein are satisfied, a
      Participant's entire benefit may be transferred between qualified plans
      (other than any direct rollover described in Q&A-3 of Regulation
      1.401(a)(31)-1). As an alternative to the transfer, the Participant may
      elect to retain the Participant's "Section 411(d)(6) protected benefits"
      under the Plan (or, if the plan is terminating, to receive any optional
      form of benefit for which the Participant is eligible under the plan as
      required by Code Section 411(d)(6)). A transfer between qualified plans
      may only be made pursuant to this subsection if the following additional
      requirements are met:

                  (i) The transfer occurs at a time at which the participant's
                  benefits are distributable. A Participant's benefits are
                  distributable on a particular date if, on that date, the
                  Participant is eligible, under the terms of the Plan, to
                  receive an immediate distribution of these benefits (e.g., in
                  the form of an immediately commencing annuity) from that plan
                  under provisions of the plan not inconsistent with Code
                  Section 401(a);

                  (ii) For transfers that occur on or after January 1, 2002, the
                  transfer occurs at a time at which the Participant is not
                  eligible to receive an immediate distribution of the
                  participant's entire nonforfeitable accrued benefit in a
                  single-sum distribution that would consist entirely of an
                  eligible rollover distribution within the meaning of Code
                  Section 401(a)(31)(C);

                  (iii) The participant is fully Vested in the transferred
                  benefit in the transferee plan;

                  (iv) In the case of a transfer from a defined contribution
                  plan to a defined benefit plan, the defined benefit plan
                  provides a minimum benefit, for each Participant whose
                  benefits are transferred, equal to the benefit, expressed as
                  an annuity payable at normal retirement age, that is derived
                  solely on the basis of the amount transferred with respect to
                  such Participant; and

                  (v) The amount of the benefit transferred, together with the
                  amount of any contemporaneous Code Section 401(a)(31) direct
                  rollover to the transferee plan, equals the Participant's
                  entire nonforfeitable accrued benefit under the Plan.
                                       41
<PAGE>

            (b) If a voluntary, fully-informed election is made by a
      Participant, then if the conditions set forth herein are satisfied, a
      Participant's entire benefit may be transferred between qualified defined
      contribution plans (other than any direct rollover described in Q&A-3 of
      Regulation 1.401(a)(31)-1). As an alternative to the transfer, the
      Participant may elect to retain the Participant's "Section 411(d)(6)
      protected benefits" under the Plan (or, if the plan is terminating, to
      receive any optional form of benefit for which the Participant is eligible
      under the plan as required by Code Section 411(d)(6)). A transfer between
      qualified plans may only be made pursuant to this subsection if the
      following additional requirements are met:

                  (i) To the extent the benefits are transferred from a money
                  purchase pension plan, the transferee plan must be a money
                  purchase pension plan. To the extent the benefits being
                  transferred are part of a qualified cash or deferred
                  arrangement under Code Section 401(k), the benefits must be
                  transferred to a qualified cash or deferred arrangement under
                  Code Section 401(k). Benefits transferred from a
                  profit-sharing plan other than from a qualified cash or
                  deferred arrangement, or from a stock bonus plan other than an
                  employee stock ownership plan, may be transferred to any type
                  of defined contribution plan; and

                  (ii) The transfer must be made either in connection with an
                  asset or stock acquisition, merger, or other similar
                  transaction involving a change in employer of the employees of
                  a trade or business (i.e., an acquisition or disposition
                  within the meaning of Regulation 1.410(b)-2(f)) or in
                  connection with the Participant's change in employment status
                  to an employment status with respect to which the Participant
                  is not entitled to additional allocations under the Plan.

                                   ARTICLE VII
                            PLAN ADMINISTRATOR DUTIES

7.1   LIFE INSURANCE

            (a) The Administrator pursuant to instructions from the Employer
      shall ratably apply for and pay all premiums on Contracts on the lives of
      the Participants or, in the case of Profit Sharing Plan (including a
      401(k) plan), on the life of any person in whom the Participant has an
      insurable interest or on the joint lives of a Participant and any person
      in whom the Participant has an insurable interest. Any initial or
      additional Contract purchased on behalf of a Participant shall have a face
      amount of not less than the limitation of the Insurer. If a life insurance
      Contract is to be purchased for a Participant or Former Participant, then
      the aggregate premium for ordinary life insurance for each Participant or
      Former Participant must be less than 50% of the aggregate contributions
      and Forfeitures allocated to the Participant's or Former Participant's
      Combined Account. For purposes of this limitation, ordinary life insurance
      Contracts are Contracts with both non-decreasing death benefits and
      non-increasing premiums. If term insurance or universal life insurance is
      purchased, then the aggregate premium must be 25% or less of the aggregate
      contributions and Forfeitures allocated to the Participant's or Former
      Participant's Combined Account. If both term insurance and ordinary life
      insurance are purchased, then the premium for term insurance plus one-half
      of the premium for ordinary life insurance may not in the aggregate exceed
      25% of the aggregate Employer contributions and Forfeitures allocated to
      the Participant's or Former Participant's Combined Account.
      Notwithstanding the preceding, the limitations imposed herein with respect
      to the purchase of life insurance shall not apply, in the case of a Profit
      Sharing Plan (including a 401(k) plan), to the portion of the
      Participant's Account that has accumulated for at least two (2) Plan Years
      or to the entire Participant's Account if the Participant has been a
      Participant in the Plan for at least five (5) years. Amounts transferred
      to this Plan in accordance with Section 4.6(e)(ii), (iii) or (v) and a
      Participant's or Former Participant's Voluntary Contribution Account may
      be used to purchase Contracts without limitation.

            (b) The Administrator must distribute the Contracts to the
      Participant or Former Participant or convert the entire value of the
      Contracts at or before retirement into cash or provide for a periodic
      income so that no portion of such value may be used to continue life
      insurance protection beyond commencement of benefits. Furthermore, if a
      Contract is purchased on the joint lives of the Participant and another
      person and such other person predeceases the Participant, then the
      Contract may not be maintained under this Plan.

            (c) Notwithstanding anything herein above to the contrary, amounts
      credited to a Participant's Qualified Voluntary Employee Contribution
      Account pursuant to Section 4.9, shall not be applied to the purchase of
      life insurance Contracts. Furthermore, no life insurance Contracts shall
      be required to be obtained on an individual's life if, for any reason
      (other than the nonpayment of premiums) the Insurer will not issue a
      Contract on such individual's life.

            (d) The Employer will be the owner of any life insurance Contract
      purchased under the terms of this Plan. The Contract must provide that the
      proceeds will be payable to the Administrator; however, the Administrator
      shall be required to pay over all proceeds of the Contract to the
      Participant's designated Beneficiary in accordance with the distribution
      provisions of Article VI. A Participant's spouse will be the designated
      Beneficiary pursuant to Section

                                       42
<PAGE>

      6.2, unless a qualified election has been made in accordance with Sections
      6.5 and 6.6 of the Plan, if applicable. Under no circumstances shall the
      Plan retain any part of the proceeds that are in excess of the cash
      surrender value immediately prior to death. However, the Administrator
      shall not pay the proceeds in a method that would violate the requirements
      of the Retirement Equity Act of 1984, as stated in Article VI of the Plan,
      or Code Section 401(a)(9) and the Regulations thereunder. In the event of
      any conflict between the terms of this Plan and the terms of any insurance
      Contract purchased hereunder, the Plan provisions shall control.

            (e) No policy loans shall be permitted except to pay premiums on
      life insurance policies in the event the Employer fails to make a
      contribution in time to pay a premium due on any contract.

7.2   LOANS TO PARTICIPANTS

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

            (b) Loans shall not be made to any Shareholder-Employee or
      Owner-Employee (including an Owner-Employee's family members as defined in
      Code Section 267(c)(4)) unless an exemption for such loan is obtained
      pursuant to Act Section 408 or such loan would otherwise not be a
      prohibited transaction pursuant to Code Section 4975 and Act Section 408.

            (c) Loans made pursuant to this Section (when added to the
      outstanding balance of all other loans made by the Plan to the
      Participant) may, in accordance with a uniform and nondiscriminatory
      policy established by the Administrator, be limited to the lesser of:

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

            (2) one-half (1/2) of the present value of the non-forfeitable
            accrued benefit of the Participant under this Plan and all other
            plans of the Employer.

            (d) No Participant loans shall take into account the present value
      of such Participant's Qualified Voluntary Employee Contribution Account.

            (e) Loans shall be required to provide for level amortization with
      payments to be made not less frequently than quarterly, over a period not
      to exceed five (5) years. However, loans used to acquire any dwelling unit
      which, within a reasonable time, is to be used (determined at the time the
      loan is made) as the "principal residence" of the Participant shall
      provide for periodic repayment over a reasonable period of time that may
      exceed five (5) years. For this purpose, "principal residence" has the
      same meaning as "principal residence" under Code Section 1034.
      Notwithstanding the foregoing, loan repayments may be suspended under this
      Plan as permitted under Code Section 414(u)(4) for qualified military
      service.

            (f) If the Vested interest of a Participant is used to secure any
      loan made pursuant to this Section, then the written (or such other form
      as permitted by the IRS) consent of the Participant's spouse shall be
      required in a manner consistent with Section 6.5(a), provided the spousal
      consent requirements of such Section apply to the Plan. Such consent must
      be obtained within the 90-day period prior to the date the loan is made.
      Any security interest held by the Plan by reason of an outstanding loan to
      the Participant or Former Participant shall be taken into account in
      determining the amount of the death benefit or Pre-Retirement Survivor
      Annuity. However, unless the loan program established pursuant to this
      Section provides otherwise, no spousal consent shall be required under
      this paragraph if the total interest subject to the security is not in
      excess of $5,000 (or, $3,500 effective for loans made prior to the later
      of the first day of the first Plan Year beginning after August 5, 1997, or
      the date specified in the Adoption Agreement).

            (g) The Administrator shall be authorized to establish a participant
      loan program to provide for loans under the Plan. The loan program shall
      be established in accordance with Department of Labor Regulation Section
      2550.408(b)-1(d)(2) providing for loans by the Plan to parties-in-interest
      under said Plan, such as Participants or Beneficiaries. In order for the
      Administrator to implement such loan program, a separate written document
      forming a part of this Plan must be adopted, which document shall
      specifically include, but need not be limited to, the following:

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

            (2) a procedure for applying for loans;

                                       43
<PAGE>

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

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

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

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

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

            (h) Notwithstanding anything in this Plan to the contrary, if a
      Participant or Beneficiary defaults on a loan made pursuant to this
      Section that is secured by the Participant's interest in the Plan, then a
      Participant's interest may be offset by the amount subject to the security
      to the extent there is a distributable event permitted by the Code or
      Regulations.

            (i) Notwithstanding anything in this Section to the contrary, if
      this is an amendment and restatement of an existing Plan, any loans made
      prior to the date this amendment and restatement is adopted shall be
      subject to the terms of the Plan in effect at the time such loan was made.

7.3   MAJORITY ACTIONS

            Except where there has been an allocation and delegation of powers,
if there shall be more than one Trustee, they shall act by a majority of their
number, but may authorize one or more of them to sign papers on their behalf.

7.4   ADMINISTRATOR'S COMPENSATION, EXPENSES AND TAXES

            The Administrator shall be paid such reasonable compensation as set
forth in the Administrator's fee schedule (if the Administrator has such a
schedule) or as agreed upon in writing by the Employer and the Administrator.
However, an individual serving as Administrator who already receives full-time
compensation from the Employer shall not receive compensation from this Plan. In
addition, the Administrator shall be reimbursed for any reasonable expenses,
including reasonable counsel fees incurred by it as Administrator. Such
compensation and expenses shall be paid from the Plan Fund unless paid or
advanced by the Employer. All taxes of any kind whatsoever that may be levied or
assessed under existing or future laws upon, or in respect of, the Plan Fund or
the income thereof, shall be paid from the Plan Fund.

7.5   ANNUAL REPORT OF THE ADMINISTRATOR

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

            (1) the net income, or loss, of the Plan Fund;

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

            (3) the increase, or decrease, in the value of the Plan Fund;

            (4) all payments and distributions made from the Plan Fund; and

            (5) such further information as the Administrator deems appropriate.

            (b) The Employer, promptly upon its receipt of each such statement
      of account, shall acknowledge receipt thereof in writing and advise the
      Administrator of its approval or disapproval thereof. Failure by the
      Employer to disapprove any such statement of account within thirty (30)
      days after its receipt thereof shall be deemed an approval thereof. The
      approval by the Employer of any statement of account shall be binding on
      the Employer and the Administrator as to all matters contained in the
      statement to the same extent as if the account of the Administrator had
      been settled by judgment or decree in an action for a judicial settlement
      of its account in a court of competent jurisdiction in which the
      Administrator, the Employer and all persons having or claiming an interest
      in the Plan were parties. However, nothing contained in this Section shall
      deprive the Administrator of its right to have its accounts judicially
      settled if the Administrator so desires.

7.6   AUDIT

            (a) If an audit of the Plan's records shall be required by the Act
      and the regulations thereunder for any Plan Year, the Administrator shall
      engage on behalf of all Participants an independent qualified public
      accountant for that purpose. Such accountant shall, after an audit of the
      books and records of the Plan in accordance with generally

                                       44
<PAGE>

      accepted auditing standards, within a reasonable period after the close of
      the Plan Year, furnish to the Administrator a report of the audit setting
      forth the accountant's opinion as to whether any statements, schedules or
      lists, that are required by Act Section 103 or the Secretary of Labor to
      be filed with the Plan's annual report, are presented fairly in conformity
      with generally accepted accounting principles applied consistently.

            (b) All auditing and accounting fees shall be an expense of and may,
      at the election of the Employer, be paid from the Plan Fund.

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

7.7   RESIGNATION, REMOVAL AND SUCCESSION OF ADMINISTRATOR OR TRUSTEE

            (a) Unless otherwise agreed to by both the Administrator or Trustee
      and the Employer, an Administrator or Trustee may resign at any time by
      delivering to the Employer, at least thirty (30) days before its effective
      date, a written notice of resignation.

            (b) Unless otherwise agreed to by both the Administrator or Trustee
      and the Employer, the Employer may remove a Trustee at any time by
      delivering to the Administrator or Trustee, at least thirty (30) days
      before its effective date, a written notice of such Administrator or
      Trustee's removal.

            (c) Upon the death, resignation, incapacity, or removal of any
      Administrator or Trustee, a successor may be appointed by the Employer;
      and such successor, upon accepting such appointment in writing and
      delivering same to the Employer, shall, without further act, become vested
      with all the powers and responsibilities of the predecessor as if such
      successor had been originally named as an Administrator or Trustee herein.
      Until such a successor is appointed, any remaining Administrator or
      Trustees shall have full authority to act under the terms of the Plan.

            (d) The Employer may designate one or more successors prior to the
      death, resignation, incapacity, or removal of an Administrator or Trustee.
      In the event a successor is so designated by the Employer and accepts such
      designation, the successor shall, without further act, become vested with
      all the powers and responsibilities of the predecessor as if such
      successor had been originally named as Administrator or Trustee herein
      immediately upon the death, resignation, incapacity, or removal of the
      predecessor.

            (e) Whenever any Administrator or Trustee hereunder ceases to serve
      as such, the Administrator or Trustee shall furnish to the Employer and
      Administrator a written statement of account with respect to the portion
      of the Plan Year during which the individual or entity served as
      Administrator or Trustee. This statement shall be either (i) included as
      part of the annual statement of account for the Plan Year required under
      Section 7.5 or (ii) set forth in a special statement. Any such special
      statement of account should be rendered to the Employer no later than the
      due date of the annual statement of account for the Plan Year. The
      procedures set forth in Section 7.5 for the approval by the Employer of
      annual statements of account shall apply to any special statement of
      account rendered hereunder and approval by the Employer of any such
      special statement in the manner provided in Section 7.5 shall have the
      same effect upon the statement as the Employer's approval of an annual
      statement of account. No successor to the Administrator or Trustee shall
      have any duty or responsibility to investigate the acts or transactions of
      any predecessor who has rendered all statements of account required by
      Section 7.5 and this subparagraph.

7.8   TRANSFER OF INTEREST

            Notwithstanding any other provision contained in this Plan, the
Trustee at the direction of the Administrator shall transfer the interest, if
any, of a Participant to another trust forming part of a pension, profit
sharing, or stock bonus plan that meets the requirements of Code Section 401(a),
provided that the trust to which such transfers are made permits the transfer to
be made.

7.9   ADMINISTRATOR AND TRUSTEE INDEMNIFICATION

            The Employer agrees to indemnify and hold harmless the Administrator
and Trustee (if applicable) against any and all claims, losses, damages,
expenses and liabilities they may incur in the exercise and performance of their
powers and duties hereunder, unless the same are determined to be due to gross
negligence or willful misconduct.

7.10  EMPLOYER SECURITIES AND REAL PROPERTY

            The Trustee shall be empowered to acquire and hold "qualifying
Employer securities" and "qualifying Employer real property," as those terms are
defined in the Act. However, no more than one hundred percent (100%), in the
case

                                       45
<PAGE>

of a Profit Sharing Plan or 401(k) Plan, or ten percent (10%), in the case of a
Money Purchase Plan, of the fair market value of all the assets in the Plan Fund
may be invested in "qualifying Employer securities" and "qualifying Employer
real property."

            Notwithstanding the preceding, for Plan Years beginning after
December 31, 1998, if the Plan does not permit Participants to direct the
investment of their Participants' Elective Deferral Accounts, then the Trustee
shall only be permitted to acquire or hold "qualifying Employer securities" and
"qualifying Employer real property" to the extent permitted under Act Section
407.

7.11  COLLECTIVE INVESTMENT FUND

            The investment of Plan assets in a separate investment account which
purchases units of a collective investment fund, and the commingling of the
Plan's assets with other plans' assets for investment purposes is allowed under
this Plan. The named Trustee of the collective investment fund shall be the
investment manager of the Plan assets placed in the collective investment fund
and the governing documents of any such collective investment fund in which Plan
assets are invested shall be incorporated and considered part of this Plan
document.

                                  ARTICLE VIII
                       AMENDMENT, TERMINATION AND MERGERS

8.1   AMENDMENT

            (a) The Employer shall have the right at any time to amend this Plan
      subject to the limitations of this Section. However, any amendment that
      affects the rights, duties or responsibilities of the Administrator may
      only be made with the Administrator's written consent. Any such amendment
      shall become effective as provided therein upon its execution. The
      Administrator shall not be required to execute any such amendment unless
      the amendment affects the duties of the Administrator hereunder.

            (b) The Employer may (1) change the choice of options in the
      Adoption Agreement, (2) add any addendum to the Adoption Agreement that is
      specifically permitted pursuant to the terms of the Plan; (3) add
      overriding language to the Adoption Agreement when such language is
      necessary to satisfy Code Sections 415 or 416 because of the required
      aggregation of multiple plans, and (4) add certain model amendments
      published by the Internal Revenue Service which specifically provide that
      their adoption will not cause the Plan to be treated as an individually
      designed plan. An Employer that amends the Plan for any other reason,
      including a waiver of the minimum funding requirement under Code Section
      412(d), will no longer participate in this Prototype Plan and this Plan
      will be considered to be an individually designed plan. Notwithstanding
      the preceding, the attachment to the Adoption Agreement of any addendum
      specifically authorized by the Plan or a list of any "Section 411(d)(6)
      protected benefits" which must be preserved shall not be considered an
      amendment to the Plan.

            (c) The Employer expressly delegates authority to the sponsor of
      this Prototype Plan, the right to amend each Employer's Plan by submitting
      a copy of the amendment to each Employer who has adopted this Prototype
      Plan, after first having received a ruling or favorable determination from
      the Internal Revenue Service that the Prototype Plan as amended qualifies
      under Code Section 401(a) and the Act (unless a ruling or determination is
      not required by the IRS).

            (d) No amendment to the Plan shall be effective if it authorizes or
      permits any part of the Plan Fund (other than such part as is required to
      pay taxes and administration expenses) to be used for or diverted to any
      purpose other than for the exclusive benefit of the Participants or their
      Beneficiaries or estates; or causes any reduction in the amount credited
      to the account of any Participant; or causes or permits any portion of the
      Plan Fund to revert to or become property of the Employer.

            (e) Except as permitted by Regulations (including Regulation
      1.411(d)-4) or other IRS guidance, no Plan amendment or transaction having
      the effect of a Plan amendment (such as a merger, plan transfer or similar
      transaction) shall be effective if it eliminates or reduces any "Section
      411(d)(6) protected benefit" or adds or modifies conditions relating to
      "Section 411(d)(6) protected benefits" which results in a further
      restriction on such benefits unless such "Section 411(d)(6) protected
      benefits" are preserved with respect to benefits accrued as of the later
      of the adoption date or effective date of the amendment. "Section
      411(d)(6) protected benefits" are benefits described in Code Section
      411(d)(6)(A), early retirement benefits and retirement-type subsidies, and
      optional forms of benefit. A Plan amendment that eliminates or restricts
      the ability of a Participant to receive payment of the Participant's
      interest in the Plan under a particular optional form of benefit will be
      permissible if 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 Participant)
                  except with respect to the timing of payments after
                  commencement.

                                       46
<PAGE>
                  (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 ninetieth (90th) day after the date the
                  Participant receiving the distribution has been furnished a
                  summary that reflects the amendment and that satisfies the Act
                  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.

8.2   TERMINATION

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

            (b) Upon the full termination of the Plan, the Employer shall direct
      the distribution of the assets to Participants in a manner that is
      consistent with and satisfies the provisions of Section 6.5. Distributions
      to a Participant shall be made in cash (or in property if permitted in the
      Adoption Agreement) or through the purchase of irrevocable nontransferable
      deferred commitments from the Insurer. Except as permitted by Regulations,
      the termination of the Plan shall not result in the reduction of "Section
      411(d)(6) protected benefits" as described in Section 8.1(e).

8.3   MERGER, CONSOLIDATION OR TRANSFER OF ASSETS

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

                                   ARTICLE IX
                              TOP-HEAVY PROVISIONS

9.1   TOP-HEAVY PLAN REQUIREMENTS

            For any Top-Heavy Plan Year, the Plan shall provide the special
vesting requirements of Code Section 416(b) pursuant to Section 6.4 of the Plan
and the special minimum allocation requirements of Code Section 416(c) pursuant
to Section 4.3(f) of the Plan. Except as otherwise provided in the Plan, the
minimum allocation shall be an Employer Non-Elective Contribution and, if no
vesting schedule has been selected in Section E.3 of the Adoption Agreement,
shall be subject to the 6 Year Graded vesting schedule described in Section
E.3.b of the Adoption Agreement.

9.2   DETERMINATION OF TOP-HEAVY STATUS

            (a) This Plan shall be a Top-Heavy Plan for any plan year beginning
      after December 31, 1983, if any of the following conditions exists:

            (1) if the "Top-Heavy ratio" for this Plan exceeds sixty percent
            (60%) and this Plan is not part of any "required aggregation group"
            or "permissive aggregation group";

            (2) if 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 group of plans exceeds sixty percent (60%); or

            (3) if 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 sixty percent (60%).

            (b) "Top-Heavy ratio" means, with respect to a "determination date":

            (1) If the Employer maintains one or more defined contribution plans
            (including any simplified employee pension plan (as defined in Code
            Section 408(k))) and the Employer has not maintained any defined
            benefit plan which during the 5-year period ending on the
            "determination date" has or has had accrued benefits, the Top-Heavy
            ratio for this plan alone or for the "required aggregation group" or
            "permissive aggregation group" as appropriate is a fraction, the
            numerator of which is the sum of the account balances of all Key
            Employees as of the "determination date" (including any part of any
            account balance distributed in the 5-year period ending on the
            "determination date"), and the denominator of which is the sum of
            all account balances (including any part of any account balance
            distributed in the 5-year period ending on the "determination
            date"), 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

                                       47
<PAGE>

            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.

            (2) If the Employer maintains one or more defined contribution plans
            (including any simplified employee pension plan) and the Employer
            maintains or has maintained one or more defined benefit plans which
            during the 5-year period ending on the "determination date" has or
            has had any accrued benefits, the Top-Heavy ratio for any "required
            aggregation group" 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 for all Key
            Employees, determined in accordance with (1) 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," and
            the denominator of which is the sum of the account balances under
            the aggregated defined contribution plan or plans for all
            participants, determined in accordance with (1) above, and the
            "present value" of accrued benefits under the defined benefit plan
            or plans for all participants as of the "determination date," 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.

            (3) For purposes of (1) and (2) above, the value of account balances
            and the present value of accrued benefits will be determined as of
            the most recent "valuation date" that falls within or ends with the
            12-month period ending on the "determination date," except as
            provided in Code Section 416 and the Regulations thereunder for the
            first and second plan years of a defined benefit plan. The account
            balances and accrued benefits of a participant (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 5-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 participant 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
            the employer, 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).

            (c) "Determination date" means, for any Plan Year subsequent to the
      first Plan Year, the last day of the preceding Plan Year. For the first
      Plan Year of the Plan, "determination date" means the last day of that
      Plan Year.

            (d) "Permissive aggregation group" means the "required aggregation
      group" of plans plus any other plan or plans of the Employer which, when
      considered as a group with the required aggregation group, would continue
      to satisfy the requirements of Code Sections 401(a)(4) and 410.

            (e) "Present value" means the present value based only on the
      interest and mortality rates specified in the Adoption Agreement.

            (f) "Required aggregation group" means: (1) each qualified plan of
      the Employer in which at least one Key Employee participates or
      participated at any time during the determination period (regardless of
      whether the plan has terminated), and (2) any other qualified plan of the
      Employer which enables a plan described in (l) to meet the requirements of
      Code Sections 401(a)(4) or 410.

            (g) "Valuation date" means the "Determination Date."

                                    ARTICLE X
                                  MISCELLANEOUS

10.1  EMPLOYER ADOPTIONS

            (a) Any organization may become the Employer hereunder by executing
      the Adoption Agreement in a form satisfactory to the Administrator, and it
      shall provide such additional information as the Administrator may
      require. The consent of the Administrator to act as such shall be
      signified by its execution of the Adoption Agreement or a separate
      agreement (including, if elected in the Adoption Agreement, a separate
      trust agreement).

            (b) Except as otherwise provided in this Plan, the affiliation of
      the Employer and the participation of its Participants shall be separate
      and apart from that of any other employer and its participants hereunder.

                                       48
<PAGE>

10.2  PARTICIPANT'S RIGHTS

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

10.3  ALIENATION

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

            (b) Subsection (a) shall not apply to the extent a Participant or
      Beneficiary is indebted to the Plan by reason of a loan made pursuant to
      Section 7.2. At the time a distribution is to be made to or for a
      Participant's or Beneficiary's benefit, such portion of the amount to be
      distributed as shall equal such indebtedness shall be paid to the Plan, to
      apply against or discharge such indebtedness. Prior to making a payment,
      however, the Participant or Beneficiary must be given notice by the
      Administrator that such indebtedness is to be so paid in whole or part
      from the Participant's interest in the Plan. If the Participant or
      Beneficiary does not agree that the indebtedness is a valid claim against
      the Participant's interest in the Plan, the Participant or Beneficiary
      shall be entitled to a review of the validity of the claim in accordance
      with procedures provided in Sections 2.10 and 2.11.

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

            (d) Notwithstanding any provision of this Section to the contrary,
      an offset to a Participant's accrued benefit against an amount that the
      Participant is ordered or required to pay the Plan with respect to a
      judgment, order, or decree issued, or a settlement entered into, on or
      after August 5, 1997, shall be permitted in accordance with Code Sections
      401(a)(13)(C) and (D).

10.4  CONSTRUCTION OF PLAN

            This Plan and Trust shall be construed and enforced according to the
Code, the Act and the laws of the state or commonwealth in which the Employer's
(or if there is a corporate Trustee, the Trustee's) principal office is located
(unless otherwise designated in the Adoption Agreement), other than its laws
respecting choice of law, to the extent not pre-empted by the Act.

10.5  GENDER AND NUMBER

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

10.6  LEGAL ACTION

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

10.7  PROHIBITION AGAINST DIVERSION OF FUNDS

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

                                       49
<PAGE>

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

            No Contract will be purchased under the Plan unless such Contract of
      separate definite written agreement between the Employer and the Insurer
      provides that: (1) no value under contracts providing benefits under the
      Plan or credits determined by the Insurer (on account of dividends,
      earnings, or other experience rating credits, or surrender or cancellation
      credits) with respect to such Contracts may be paid or returned to the
      Employer or diverted to or used for other than the exclusive benefit of
      the Participants or their Beneficiaries. Premiums or other consideration
      received by the insurance company must be allocated to Participants'
      accounts under the Plan.

            (c) Except as specifically stated in the Plan, any contribution made
      by the Employer to the Plan (if the Employer is not tax-exempt) is
      conditioned upon the deductibility of the contribution by the Employer
      under the Code and, to the extent any such deduction is disallowed, the
      Employer may, within one (1) year following a final determination of the
      disallowance, whether by agreement with the Internal Revenue Service or by
      final decision of a court of competent jurisdiction, demand repayment of
      such disallowed contribution and the Administrator shall return such
      contribution within one (1) year following the disallowance. Earnings of
      the Plan attributable to the contribution may not be returned to the
      Employer, but any losses attributable thereto must reduce the amount so
      returned.

10.8  EMPLOYER'S, ADMINISTRATOR'S AND TRUSTEE'S PROTECTIVE CLAUSE

            The Employer, Administrator and Trustee, and their successors, shall
not be responsible for the validity of any Contract issued hereunder or for the
failure on the part of the Insurer to make payments provided by any such
Contract, or for the action of any person which may delay payment or render a
Contract null and void or unenforceable in whole or in part.

10.9  INSURER'S PROTECTIVE CLAUSE

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

10.10 RECEIPT AND RELEASE FOR PAYMENTS

            Any payment to any Participant, the Participant's legal
representative, Beneficiary, or to any guardian or committee appointed for such
Participant or Beneficiary in accordance with the provisions of this Plan,
shall, to the extent thereof, be in full satisfaction of all claims hereunder
against the Administrator and the Employer.

10.11 ACTION BY THE EMPLOYER

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

10.12 NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY

            The "named Fiduciaries" of this Plan are (1) the Employer, (2) the
Administrator, (3) the Trustee (if the Trustee has discretionary authority as
elected in the Adoption Agreement or as otherwise agreed upon by the Employer
and the Trustee), and (4) any Investment Manager appointed hereunder. The named
Fiduciaries shall have only those specific powers, duties, responsibilities, and
obligations as are specifically given them under the Plan including, but not
limited to, any agreement allocating or delegating their responsibilities, the
terms of which are incorporated herein by reference. In general, the Employer
shall have the sole responsibility for making the contributions provided for
under the Plan; and shall have the sole authority to appoint and remove the
Trustee and the Administrator; to formulate the Plan's "funding policy and
method"; and to amend the elective provisions of the Adoption Agreement or
terminate, in whole or in part, the Plan. The Administrator shall have the sole
responsibility for the administration of the Plan, which responsibility is
specifically described in the Plan. If the Trustee has discretionary authority,
it shall have the sole responsibility of management of the assets held under the
Plan, except those assets, the management of which has been assigned to an
Investment Manager or Administrator, who shall be solely responsible for the
management of the assets assigned to it, all as specifically provided in the
Plan. Each named Fiduciary warrants that any directions given, information
furnished, or action taken by it shall be in accordance with the provisions of
the Plan, authorizing or providing for such direction, information or action.
Furthermore, each named Fiduciary may rely upon any such direction, information
or action of another named Fiduciary as being proper under the Plan, and is not
required under the Plan to inquire into the propriety of any such direction,
information or action. It is intended under the Plan that each named Fiduciary
shall be

                                       50
<PAGE>

responsible for the proper exercise of its own powers, duties, responsibilities
and obligations under the Plan. No named Fiduciary shall guarantee the Plan Fund
in any manner against investment loss or depreciation in asset value. Any person
or group may serve in more than one Fiduciary capacity.

10.13 HEADINGS

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

10.14 APPROVAL BY INTERNAL REVENUE SERVICE

            Notwithstanding anything herein to the contrary, if, pursuant to a
timely application filed by or on behalf of the Plan, the Commissioner of the
Internal Revenue Service or the Commissioner's delegate should determine that
the Plan does not initially qualify as a tax-exempt plan under Code Sections 401
and 501, and such determination is not contested, or if contested, is finally
upheld, then if the Plan is a new plan, it shall be void ab initio and all
amounts contributed to the Plan, by the Employer, less expenses paid, shall be
returned within one (1) year and the Plan shall terminate, and the Trustee shall
be discharged from all further obligations. If the disqualification relates to a
Plan amendment, then the Plan shall operate as if it had not been amended. If
the Employer's Plan fails to attain or retain qualification, such Plan will no
longer participate in this prototype plan and will be considered an individually
designed plan.

10.15 UNIFORMITY

            All provisions of this Plan shall be interpreted and applied in a
uniform, nondiscriminatory manner.

10.16 PAYMENT OF BENEFITS

            Except as otherwise provided in the Plan, benefits under this Plan
shall be paid, subject to Sections 6.10, 6.11 and 12.9, only upon death, Total
and Permanent Disability, normal or early retirement, termination of employment,
or termination of the Plan.

10.17 BONDING

            The Administrator, and any other fiduciary, officer of the Company
and Employee of the Company who handles funds of the Plan shall be bonded as
required by ERISA. Such bond shall protect the Plan against loss by reason of
acts of fraud or dishonesty by such persons directly or through the connivance
of others. The amount of the bond shall not be less than 10 percent of the value
of the Contract at the beginning of the Year nor more than $500,000. In no event
shall the bond be less than $1000. If the Secretary of U.S. Department of Labor
prescribes an amount in excess if $500,000, however, a bond in the prescribed
amount shall be obtained.

                                   ARTICLE XI
                             PARTICIPATING EMPLOYERS

11.1  ELECTION TO BECOME A PARTICIPATING EMPLOYER

            Notwithstanding anything herein to the contrary, with the consent of
the Employer, any Affiliated Employer may adopt the Employer's Plan and all of
the provisions hereof, and participate herein and be known as a Participating
Employer, by a properly executed document evidencing said intent and will of
such Participating Employer. Regardless of the preceding, an entity that ceases
to be an Affiliated Employer may continue to be a Participating Employer through
the end of the transition period for certain dispositions set forth in Code
Section 410(b)(6)(C). In the event a Participating Employer is not an Affiliated
Employer and the transition period in the preceding sentence, if applicable, has
expired, then this Plan will be considered an individually designed plan.

11.2  REQUIREMENTS OF PARTICIPATING EMPLOYERS

            (a) Each Participating Employer shall be required to select the same
      Adoption Agreement provisions as those selected by the Employer other than
      the Plan Year, the Fiscal Year, and such other items that must, by
      necessity, vary among employers.

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

            (c) Unless the Employer otherwise directs, any expenses of the Plan
      which are to be paid by the Employer or borne by the Trust Fund shall be
      paid by each Participating Employer in the same proportion that the total
      amount standing to the credit of all Participants employed by such
      Employer bears to the total standing to the credit of all Participants.

                                       51
<PAGE>

11.3  DESIGNATION OF AGENT

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

11.4  EMPLOYEE TRANSFERS

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

11.5  PARTICIPATING EMPLOYER'S CONTRIBUTION AND FORFEITURES

            Any contribution or Forfeiture subject to allocation during each
Plan Year shall be allocated among all Participants of all Participating
Employers in accordance with the provisions of this Plan. However, if a
Participating Employer is not an Affiliated Employer (due to the transition rule
for certain dispositions set forth in Code Section 410(b)(6)(C)) then any
contributions made by such Participating Employer will only be allocated among
the Participants eligible to share of the Participating Employer. On the basis
of the information furnished by the Employer, the Administrator may keep
separate books and records concerning the affairs of each Participating Employer
hereunder and as to the accounts and credits of the Employees of each
Participating Employer. The Administrator may, but need not, register Contracts
so as to evidence that a particular Participating Employer is the interested
Employer hereunder, but in the event of an Employee transfer from one
Participating Employer to another, the employing Participating Employer shall
immediately notify the Administrator thereof.

11.6  AMENDMENT

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

11.7  DISCONTINUANCE OF PARTICIPATION

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

11.8  ADMINISTRATOR'S AUTHORITY

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

                                   ARTICLE XII
                           CASH OR DEFERRED PROVISIONS

            Except as specifically provided elsewhere in this Plan, the
provisions of this Article shall apply with respect to any 401(k) Profit Sharing
Plan regardless of any provisions in the Plan to the contrary.

12.1  FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION

            (a) For each Plan Year, the Employer will (or may with respect to
      any discretionary contributions) contribute to the Plan:

            (1) The amount of the total salary reduction elections of all
            Participants made pursuant to Section 12.2(a), which amount shall be
            deemed Elective Deferrals, plus

            (2) If elected in Section G.3 of the Adoption Agreement, a matching
            contribution equal to the percentage, if any, specified in Section
            G.3 of the Adoption Agreement of the Elective Deferrals of each
            Participant eligible to share in the allocations of the matching
            contribution, which amount shall be deemed an

                                       52
<PAGE>

            Employer's matching contribution or Qualified Matching Contribution
            as elected in Section G.3 of the Adoption Agreement, plus

            (3) If elected in Section G.3 of the Adoption Agreement, a
            Prevailing Wage Contribution or a discretionary amount determined
            each year by the Employer, which amount if any, shall be deemed an
            Employer's Non-Elective Contribution, plus

            (4) If elected in Section G6 of the Adoption Agreement, a Qualified
            Non-Elective Contribution.

            (b) Notwithstanding the foregoing, if the Employer is not a
      tax-exempt entity, then the Employer's contributions for any Fiscal Year
      may generally not exceed the maximum amount allowable as a deduction to
      the Employer under the provisions of Code Section 404. However, to the
      extent necessary to provide the Top-Heavy minimum allocations, the
      Employer shall make a contribution even if it exceeds current or
      accumulated Net Profit or the amount that is deductible under Code Section
      404. All contributions by the Employer shall be made in cash or in
      Employer securities as is acceptable to the Administrator, Trustee and
      Insurer.

12.2  PARTICIPANT'S SALARY REDUCTION ELECTION

            (a) Each Participant may elect to defer a portion of Compensation
      which would have been received in the Plan Year, but for the salary
      reduction election, subject to the limitations of this Section and Section
      G.1.p of the Adoption Agreement. A salary reduction election (or
      modification of an earlier election) may not be made with respect to
      Compensation which is currently available on or before the date the
      Participant executed such election, or if later, the later of the date the
      Employer adopts this cash or deferred arrangement or the date such
      arrangement first became effective. Any elections made pursuant to this
      Section shall become effective as soon as is administratively feasible. If
      the automatic election option is elected in the Adoption Agreement, then
      in the event a Participant fails to make a deferral election and does not
      affirmatively elect to receive cash, such Participant shall be deemed to
      have made a deferral election equal to the percentage of Compensation set
      forth in the Adoption Agreement. The automatic election may, in accordance
      with procedures established by the Administrator, be applied to all
      Participants or to Eligible Employees who become Participants after a
      certain date. For purposes of this Section, the annual dollar limitation
      of Code Section 401(a)(17) ($150,000 as adjusted) shall not apply.

                  Additionally, if elected in Section G.1.d of the Adoption
      Agreement, each Participant may elect to defer a different percentage or
      amount of any cash bonus to be paid by the Employer during the Plan Year.
      A deferral election may not be made with respect to cash bonuses which are
      currently available on or before the date the Participant executes such
      election.

                  The amount by which Compensation and/or cash bonuses are
      reduced shall be that Participant's Elective Deferrals and shall be
      treated as an Employer contribution and allocated to that Participant's
      Elective Deferral Account.

                  Once made, a Participant's election to reduce Compensation
      shall remain in effect until modified or terminated. Modifications may be
      made as specified in Section G.1 of the Adoption Agreement, and
      terminations may be made at any time. Any modification or termination of
      an election will become effective as soon as is administratively feasible.

            (b) The balance in each Participant's Elective Deferral Account,
      Qualified Matching Contribution Account and Qualified Non-Elective
      Contribution Account shall be fully Vested at all times and, except as
      otherwise provided herein, shall not be subject to Forfeiture for any
      reason.

            (c) Amounts held in a Participant's Elective Deferral Account,
      Qualified Matching Contribution Account and Qualified Non-Elective Account
      may only be distributable as provided in (4), (5) or (6) below or as
      provided under the other provisions of this Plan, but in no event prior to
      the earlier of the following events or any other events permitted by the
      Code or Regulations:

            (1) the Participant's separation from service, Total and Permanent
            Disability, or death;

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

            (3) the proven financial hardship of the Participant, subject to the
            limitations of Section 12.9;

            (4) the termination of the Plan without the existence at the time of
            Plan termination of another defined contribution plan or the
            establishment of a successor defined contribution plan by the
            Employer or an Affiliated Employer within the period ending twelve
            months after distribution of all assets from the Plan maintained by
            the Employer. For this purpose, a defined contribution does not
            include an employee stock ownership plan (as defined in Code Section
            4975(e)(7) or 409), a simplified employee pension plan (as defined
            in Code Section 408(k)), or a SIMPLE individual retirement account
            plan (as defined in Code Section 408(p));

                                       53
<PAGE>

            (5) the date of the sale by the Employer to an entity that is not an
            Affiliated Employer of substantially all of the assets (within the
            meaning of Code Section 409(d)(2)) with respect to a Participant who
            continues employment with the corporation acquiring such assets; or

            (6) the date of the sale by the Employer or an Affiliated Employer
            of its interest in a subsidiary (within the meaning of Code Section
            409(d)(3)) to an entity that is not an Affiliated Employer with
            respect to a Participant who continues employment with such
            subsidiary.

            Distributions that are made because of (4), (5), or (6) above must
            be made in a lump-sum.

            (d) A Participant's "elective deferrals" made under this Plan and
      all other plans, contracts or arrangements of the Employer maintaining
      this Plan during any calendar year shall not exceed the dollar limitation
      imposed by Code Section 402(g), as in effect at the beginning of such
      calendar year. This dollar limitation shall be adjusted annually pursuant
      to the method provided in Code Section 415(d) in accordance with
      Regulations. For this purpose, "elective deferrals" means, with respect to
      a calendar year, the sum of all employer contributions made on behalf of
      such Participant pursuant to an election to defer under any qualified cash
      or deferred arrangement as described in Code Section 401(k), any salary
      reduction simplified employee pension (as defined 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 plans
      described under Code Section 501(c)(18), and any Employer contributions
      made on the behalf of a Participant for the purchase of an annuity
      contract under Code Section 403(b) pursuant to a salary reduction
      agreement. "Elective deferrals" shall not include any deferrals properly
      distributed as excess "Annual Additions" pursuant to Section 4.5.

            (e) If a Participant participating in plans of more than one
      employer has Excess Deferrals for a taxable year, the Participant may, not
      later than March 1st following the close of such taxable year, notify the
      Administrator in writing of such excess and request that the Participant's
      Elective Deferrals under this Plan be reduced by an amount specified by
      the Participant. In such event, the Administrator shall direct the
      distribution of such excess amount (and any "Income" allocable to such
      excess amount) to the Participant not later than the first April 15th
      following the close of the Participant's taxable year. Any distribution of
      less than the entire amount of Excess Deferrals and "Income" shall be
      treated as a pro rata distribution of Excess Deferrals and "Income." The
      amount distributed shall not exceed the Participant's Elective Deferrals
      under the Plan for the taxable year. Any distribution on or before the
      last day of the Participant's taxable year must satisfy each of the
      following conditions:

            (1) the Participant shall designate the distribution as Excess
            Deferrals;

            (2) the distribution must be made after the date on which the Plan
            received the Excess Deferrals; and

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

                  Regardless of the preceding, if a Participant has Excess
      Deferrals solely from elective deferrals made under this Plan or any other
      plan maintained by the Employer, a Participant will be deemed to have
      notified the Administrator of such excess amount and the Administrator
      shall direct the distribution of such Excess Deferrals in a manner
      consistent with the provisions of this subsection.

                  Any distribution made pursuant to this subsection shall be
      made first from unmatched Elective Deferrals and, thereafter, from
      Elective Deferrals which are matched. Matching contributions which relate
      to Excess Deferrals that are distributed pursuant to this Section 12.2(e)
      shall be treated as a Forfeiture to the extent required pursuant to Code
      Section 401(a)(4) and the Regulations thereunder.

            For the purpose of this subsection, "Income" means the amount of
      income or loss allocable to a Participant's Excess Deferrals. However,
      "Income" for the period between the end of the taxable year of the
      Participant and the date of the distribution (the "gap period") is not
      required to be distributed.

            (f) Notwithstanding the preceding, a Participant's Excess Deferrals
      shall be reduced, but not below zero, by any distribution and/or
      recharacterization of Excess Deferrals pursuant to Section 12.5(a) for the
      Plan Year beginning with or within the taxable year of the Participant.

            (g) In the event a Participant has received a hardship distribution
      pursuant to Regulation 1.401(k)-1(d)(2)(iii)(B) from any other plan
      maintained by the Employer or from the Participant's Elective Deferral
      Account pursuant to Section 12.9, after-tax employee contributions or
      Participant Matched Contributions, then such Participant shall not be
      permitted to elect to have Elective Deferrals contributed to the Plan for
      a period of twelve (12) months following the receipt of the distribution.
      Furthermore, the dollar limitation under Code Section 402(g) shall be
      reduced, with respect to the Participant's taxable year following the
      taxable year in which the hardship distribution was made, by the amount of
      such Participant's Elective Deferrals, if any, made pursuant to this Plan
      (and any other plan maintained by the Employer) for the taxable year of
      the hardship distribution.

                                       54
<PAGE>

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

            (i) If during a Plan Year, it is projected that the aggregate amount
      of Elective Deferrals to be allocated to all Highly Compensated
      Participants under this Plan would cause the Plan to fail the tests set
      forth in Section 12.4, then the Administrator may automatically reduce the
      deferral amount of affected Highly Compensated Participants, beginning
      with the Highly Compensated Participant who has the highest actual
      deferral ratio until it is anticipated the Plan will pass the tests or
      until the actual deferral ratio equals the actual deferral ratio of the
      Highly Compensated Participant having the next highest actual deferral
      ratio. This process may continue until it is anticipated that the Plan
      will satisfy one of the tests set forth in Section 12.4. Alternatively,
      the Employer may specify a maximum percentage of Compensation that may be
      deferred by Highly Compensated Participants.

            (j) The Employer and the Administrator shall establish procedures
      necessary to implement the salary reduction elections provided for herein.
      Such procedures may contain limits on salary deferral elections such as
      limiting elections to whole percentages of Compensation or to equal dollar
      amounts per pay period that an election is in effect.

12.3  ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS

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

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

            (1) With respect to Elective Deferrals made pursuant to Section
            12.1(a)(1), to each Participant's Elective Deferral Account in an
            amount equal to each such Participant's Elective Deferrals for the
            year.

            (2) With respect to the Employer's matching contribution made
            pursuant to Section 12.1(a)(2), to each Participant's Account, or
            Participant's Qualified Matching Contribution Account, as elected in
            Section G.3 of the Adoption Agreement, in accordance with Section
            12.1(a)(2).

            Except, however, in order to be entitled to receive any Employer
            matching contribution, a Participant must satisfy the conditions for
            sharing in the Employer matching contribution as set forth in the
            Adoption Agreement. Furthermore, regardless of any election in
            Section G.4 of the Adoption Agreement to the contrary, for the Plan
            Year in which this Plan terminates, a Participant shall only be
            eligible to share in the allocation of the Employer's contributions
            for the Plan Year if the Participant is employed at the end of the
            Plan Year and has completed a Year of Service (or Period of Service
            if the Elapsed Time Method is elected).

            (3) With respect to the Employer's Non-Elective Contribution made
            pursuant to Section 12.1(a)(3), to each Participant's Account in
            accordance with the provisions of Section 4.3(b)(2) or (3) whichever
            is applicable.

            (4) With respect to the Employer's Qualified Non-Elective
            Contribution made pursuant to Section 12.1(a)(4), to each
            Participant's (excluding Highly Compensated Employees, if elected in
            Section G.6 of the Adoption Agreement) Qualified Non-Elective
            Contribution Account in accordance with the Adoption Agreement.

            (c) Notwithstanding anything in the Plan to the contrary, in
      determining whether a Non-Key Employee has received the required minimum
      allocation pursuant to Section 4.3(e) such Non-Key Employee's Elective
      Deferrals and matching contributions used to satisfy the ADP tests in
      Section 12.4 or the ACP tests in Section 12.6 shall not be taken into
      account.

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

            (e) Notwithstanding anything herein to the contrary (other than
      Sections 4.3(f) and 12.3(f)), Participants shall only share in the
      allocations of the Employer's matching contribution made pursuant to
      Section 12.1(a)(2), the Employer's Non-Elective Contributions made
      pursuant to Section 12.1(a)(3), the Employer's Qualified Non-Elective
      Contribution made pursuant to Section 12.1(a)(4), and Forfeitures as
      provided in Section G.2 of the Adoption Agreement. If no election is made
      in the Adoption Agreement, then a Participant shall be eligible to share
      in the allocation of the Employer's contribution for the year if the
      Participant completes more than 500 Hours of Service (or three (3) Months
      of Service if the Elapsed Time method is chosen in Section D.2.b of the
      Adoption Agreement)

                                       55
<PAGE>

      during the Plan Year or who is employed on the last day of the Plan Year.
      Furthermore, regardless of any election in the Adoption Agreement to the
      contrary, for the Plan Year in which this Plan terminates, a Participant
      shall only be eligible to share in the allocation of the Employer's
      contributions for the Plan Year if the Participant is employed at the end
      of the Plan Year and has completed a Year of Service (or Period of Service
      if the Elapsed Time Method is elected).

            (f) Notwithstanding anything in this Section to the contrary, the
      provisions of this subsection apply for any Plan Year if the Plan fails to
      satisfy the "ratio percentage test" due to a last day of the Plan Year
      allocation condition or an Hours of Service (or months of service)
      allocation condition. A plan satisfies the "ratio percentage test" if, on
      the last day of the Plan Year, the "benefiting ratio" of the Non-Highly
      Compensated Employees who are "includible" is at least 70% of the
      "benefiting ratio" of the Highly Compensated Employees who are
      "includible." The "benefiting ratio" of the Non-Highly Compensated
      Employees is the number of "includible" Non-Highly Compensated Employees
      "benefiting" under the Plan divided by the number of "includible"
      Employees who are Non-Highly Compensated Employees. The "benefiting ratio"
      of the Highly Compensated Employees is the number of Highly Compensated
      Employees "benefiting" under the Plan divided by the number of
      "includible" Highly Compensated Employees. "Includible" Employees are all
      Employees other than: (1) those Employees excluded from participating in
      the plan for the entire Plan Year by reason of the collective bargaining
      unit exclusion or the nonresident alien exclusion described in the Code or
      by reason of the age and service requirements of Article III; and (2) any
      Employee who incurs a separation from service during the Plan Year and
      fails to complete at least 501 Hours of Service (or three (3) months of
      service if the Elapsed Time Method is being used) during such Plan Year.

            For purposes of this subsection, an Employee is "benefiting" under
      the Plan on a particular date if, under the Plan, the Employee is entitled
      to an Employer contribution or an allocation of Forfeitures for the Plan
      Year.

            If this subsection applies, then the then the following rules will
      apply:

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

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

            Nothing in this subsection shall permit the reduction of a
      Participant's accrued benefit. Therefore any amounts that have previously
      been allocated to Participants may not be reallocated to satisfy these
      requirements. In such event, the Employer shall make an additional
      contribution equal to the amount such affected Participants would have
      received had they been included in the allocations, even if it exceeds the
      amount that would be deductible under Code Section 404. Such allocation
      adjustment must be made by the last day of the Plan Year.

12.4  ACTUAL DEFERRAL PERCENTAGE TESTS

            (a) Except as otherwise provided herein, this subsection applies if
      the Prior Year Testing method is elected in Section I.2 of the Adoption
      Agreement. The "Actual Deferral Percentage" (hereinafter "ADP") for a Plan
      Year for Participants who are Highly Compensated Employees (hereinafter
      "HCEs") for each Plan Year and the prior year's ADP for Participants who
      were Non-Highly Compensated Employees (hereinafter "NHCEs") for the prior
      Plan Year must satisfy one of the following tests:

            (1) The ADP for a Plan Year for Participants who are HCEs for the
            Plan Year shall not exceed the prior year's ADP for Participants who
            were NHCEs for the prior Plan Year multiplied by 1.25; or

            (2) The ADP for a Plan Year for Participants who are HCEs for the
            Plan Year shall not exceed the prior year's ADP for Participants who
            were NHCEs for the prior Plan Year multiplied by 2.0, provided that
            the ADP for Participants who are HCEs does not exceed the prior
            year's ADP for Participants who were NHCEs in the prior Plan Year by
            more than two (2) percentage points.

            Notwithstanding the above, for purposes of applying the foregoing
            tests with respect to the first Plan Year in which the Plan permits
            any Participant to make Elective Deferrals, the ADP for the prior
            year's NHCEs shall be deemed to be three percent (3%) unless the
            Employer has elected in Section I.2.c of the Adoption Agreement to
            use the current Plan Year's ADP for these Participants. However, the
            provisions of this

                                       56
<PAGE>

            paragraph may not be used if the Plan is a successor plan or is
            otherwise prohibited from using such provisions pursuant to IRS
            Notice 98-1 (or superseding guidance).

            (b) Notwithstanding the foregoing, if the Current Year Testing
      method is elected in Section I.2.c of the Adoption Agreement, the ADP
      tests in (a)(1) and (a)(2), above shall be applied by comparing the
      current Plan Year's ADP for Participants who are HCEs with the current
      Plan Year's ADP (rather than the prior Plan Year's ADP) for Participants
      who are NHCEs for the current Plan Year. Once made, this election can only
      be changed if the Plan meets the requirements for changing to the Prior
      Year Testing method set forth in IRS Notice 98-1 (or superseding
      guidance). Furthermore, this Plan must use the same testing method for
      both the ADP and ACP tests for Plan Years beginning on or after the date
      the Employer adopts its GUST restated plan.

            (c) This subsection applies to prevent the multiple use of the test
      set forth in subsection (a)(2) above. Any HCE eligible to make Elective
      Deferrals pursuant to Section 12.2 and to make after-tax voluntary
      Employee contributions or to receive matching contributions under this
      Plan or under any other plan maintained by the Employer or an Affiliated
      Employer, shall have either the actual deferral ratio adjusted in the
      manner described in Section 12.5 or the actual contribution ratio adjusted
      in the manner described in Section 12.7 so that the "Aggregate Limit" is
      not exceeded pursuant to Regulation 1.401(m)-2. The amounts in excess of
      the "Aggregate Limit" shall be treated as either an Excess Contribution or
      an Excess Aggregate Contribution. The ADP and ACP of the HCEs are
      determined after any corrections required to meet the ADP and ACP tests
      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 HCEs
      does not exceed 1.25 multiplied by the ADP and ACP of the NHCEs.

                  "Aggregate Limit" means the sum of (i) 125 percent of the
      greater of the ADP of the NHCEs for the prior Plan Year or the ACP of such
      NHCEs 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% or two (2) plus the lesser of such
      ADP or ACP. "Lesser" is substituted for "greater" in (i) above, and
      "greater" is substituted for "lesser" after "two (2) plus the" in (ii)
      above if it would result in a larger Aggregate Limit. If the Employer has
      elected in Section I.2.c of the Adoption Agreement to use the Current Year
      Testing method, then in calculating the "Aggregate Limit" for a particular
      Plan Year, the NHCEs ADP and ACP for that Plan Year, instead of the prior
      Plan Year, is used.

            (d) A Participant is an HCE for a particular Plan Year if the
      Participant meets the definition of an HCE in effect for that Plan Year.
      Similarly, a Participant is an NHCE for a particular Plan Year if the
      Participant does not meet the definition of an HCE in effect for that Plan
      Year.

            (e) For the purposes of this Section and Section 12.5, ADP means,
      for a specific group of Participants for a Plan Year, the average of the
      ratios (calculated separately for each Participant in such group) of (1)
      the amount of Employer contributions actually paid over to the Plan on
      behalf of such Participant for the Plan Year to (2) the Participant's
      414(s) Compensation for such Plan Year. Employer contributions on behalf
      of any participant shall include: (1) any Elective Deferrals made pursuant
      to the Participant's deferral election (including Excess Deferrals of
      HCEs), but excluding (i) Excess Deferrals of NHCEs that arise solely from
      Elective Deferrals made under the plan or plans of this Employer and (ii)
      Elective Deferrals that are taken into account in the ACP tests set forth
      in Section 12.6 (provided the ADP test is satisfied both with and without
      exclusion of these Elective Deferrals); and (2) at the election of the
      Employer, Qualified Non-Elective Contributions and Qualified Matching
      Contributions to the extent such contributions are not used to satisfy the
      ACP test.

                  The actual deferral ratio for each Participant and the ADP for
      each group shall be calculated to the nearest one-hundredth of one
      percent. Elective Deferrals allocated to each Highly Compensated
      Participant's Elective Deferral Account shall not be reduced by Excess
      Deferrals to the extent such excess amounts are made under this Plan or
      any other plan maintained by the Employer.

            (f) For purposes of this Section and Section 12.5, a Highly
      Compensated Participant and a Non-Highly Compensated Participant shall
      include any Employee eligible to make salary deferrals pursuant to Section
      12.2 for the Plan Year. Such Participants who fail to make Elective
      Deferrals shall be treated for ADP purposes as Participants on whose
      behalf no Elective Deferrals are made.

            (g) In the event this Plan satisfies the requirements of Code
      Sections 401(a)(4), 401(k), or 410(b) only if aggregated with one or more
      other plans, or if one or more other plans satisfy the requirements of
      such sections of the Code only if aggregated with this Plan, then this
      Section shall be applied by determining the ADP of Employees as if all
      such plans were a single plan. Any adjustments to the NHCE ADP for the
      prior year will be made in accordance with IRS Notice 98-1 and any
      superseding guidance, unless the Employer has elected in the Adoption
      Agreement 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 ADP testing method.

            (h) The ADP for any Participant who is an HCE for the Plan Year and
      who is eligible to have Elective Deferrals (and Qualified Non-Elective
      Contributions or Qualified Matching Contributions, or both, if treated as
      Elective Deferrals for purposes of the ADP test) allocated to such
      Participant's accounts under two (2) or more arrangements described in
      Code Section 401(k), that are maintained by the Employer, shall be
      determined as if such

                                       57
<PAGE>

      Elective Deferrals (and, if applicable, such Qualified Non-Elective
      Contributions or Qualified Matching Contributions, or both) were made
      under a single arrangement for purposes of determining such HCE's actual
      deferral ratio. However, if the cash or deferred arrangements have
      different Plan Years, this paragraph shall be applied by treating all cash
      or deferred arrangements ending with or within the same calendar year as a
      single arrangement. Notwithstanding the foregoing, certain plans shall be
      treated as separate if mandatorily disaggregated under Regulations under
      Code Section 401.

            (i) For purposes of determining the ADP and the amount of Excess
      Contributions pursuant to Section 12.5, only Elective Deferrals, Qualified
      Non-Elective Contributions and Qualified Matching Contributions
      contributed to the Plan prior to the end of the twelve (12) month period
      immediately following the Plan Year to which the contributions relate
      shall be considered.

            (j) Notwithstanding anything in this Section to the contrary, the
      provisions of this Section and Section 12.5 may be applied separately (or
      will be applied separately to the extent required by Regulations) to each
      "plan" within the meaning of Regulation 1.401(k)-1(g)(11) and Regulation
      1.401(k). Furthermore, for Plan Years beginning after December 31, 1998,
      the provisions of Code Section 401(k)(3)(F) may be used to exclude from
      consideration all Non-Highly Compensated Employees who have not satisfied
      the minimum age and service requirements of Code Section 410(a)(1)(A).

12.5  ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS

            (a) In the event (or, with respect to subsection (c) when the Prior
      Year Testing method is being used, if it is anticipated) that for Plan
      Years beginning after December 31, 1996, the Plan does not satisfy one of
      the tests set forth in Section 12.4, the Administrator shall adjust Excess
      Contributions or the Employer shall make contributions pursuant to the
      options set forth below or any combination thereof. However, if the Prior
      Year testing method is being used and it is anticipated that the Plan
      might not satisfy one of such tests, then the Employer may make
      contributions pursuant to the options set forth in subsection (c) below.

            (b) On or before the fifteenth day of the third month following the
      end of each Plan Year, but in no event later than the close of the
      following Plan Year, the Highly Compensated Participant allocated the
      largest amount of Elective Deferrals shall have a portion of such Elective
      Deferrals (and "Income" allocable to such amounts) distributed (and/or, at
      the Participant's election, recharacterized as a after-tax voluntary
      Employee contribution pursuant to Section 4.8) until the total amount of
      Excess Contributions has been distributed, or until the amount of the
      Participant's Elective Deferrals equals the Elective Deferrals of the
      Highly Compensated Participant having the next largest amount of Elective
      Deferrals allocated. This process shall continue until the total amount of
      Excess Contributions has been distributed. Any distribution and/or
      recharacterization of Excess Contributions shall be made in the following
      order:

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

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

                  (ii) shall be made first from unmatched Elective Deferrals
                  and, thereafter, simultaneously from Elective Deferrals which
                  are matched and matching contributions which relate to such
                  Elective Deferrals. Matching contributions which relate to
                  Excess Contributions shall be forfeited unless the related
                  matching contribution is distributed as an Excess Aggregate
                  Contribution pursuant to Section 12.7;

                  (iii) shall be adjusted for "Income"; and

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

            (2) With respect to the recharacterization of Excess Contributions
            pursuant to (a) above, such recharacterized amounts:

                  (i) shall be deemed to have occurred on the date on which the
                  last of those Highly Compensated Participants with Excess
                  Contributions to be recharacterized is notified of the
                  recharacterization and the tax consequences of such
                  recharacterization;

                  (ii) shall not exceed the amount of Elective Deferrals on
                  behalf of any Highly Compensated Participant for any Plan
                  Year;

                  (iii) shall be treated as after-tax voluntary Employee
                  contributions for purposes of Code Section 401(a)(4) and
                  Regulation 1.401(k)-1(b). However, for purposes of Sections
                  4.3(e) and 9.2 (Top-Heavy rules), recharacterized Excess
                  Contributions continue to be treated as Employer

                                       58
<PAGE>

                  contributions that are Elective Deferrals. Excess
                  Contributions (and "Income" attributable to such amounts)
                  recharacterized as after-tax voluntary Employee contributions
                  shall continue to be nonforfeitable and subject to the same
                  distribution rules provided for in Section 12.2(c); and

                  (iv) are not permitted if the amount recharacterized plus
                  after-tax voluntary Employee contributions actually made by
                  such Highly Compensated Participant, exceed the maximum amount
                  of after-tax voluntary Employee contributions (determined
                  prior to application of Section 12.6) that such Highly
                  Compensated Participant is permitted to make under the Plan in
                  the absence of recharacterization.

            (3) Any distribution and/or recharacterization of less than the
            entire amount of Excess Contributions shall be treated as a pro rata
            distribution and/or recharacterization of Excess Contributions and
            "Income."

            (4) For the purpose of this Section, "Income" means the income or
            losses allocable to Excess Contributions. However, "Income" for the
            period between the end of the Plan Year and the date of the
            distribution (the "gap period") is not required to be distributed.

            (5) Excess Contributions shall be treated as Employer contributions
            for purposes of Code Sections 404 and 415 even if distributed from
            the Plan.

            (c) Notwithstanding the above, within twelve (12) months after the
      end of the Plan Year, the Employer may make a special Qualified
      Non-Elective Contribution or Qualified Matching Contribution in accordance
      with one of the following provisions which contributions shall be
      allocated to the Qualified Non-Elective Contribution Account or Qualified
      Matching Contribution Account of each Non-Highly Compensated Participant
      eligible to share in the allocation in accordance with such provision. The
      Employer shall provide the Administrator with written notification of the
      amount of the contribution being made and to which provision it relates.

            (1) A Qualified Non-Elective Contribution may be made on behalf of
            Non-Highly Compensated Participants in an amount sufficient to
            satisfy (or to prevent an anticipated failure of) one of the tests
            set forth in Section 12.4. Such contribution shall be allocated in
            the same proportion that each Non-Highly Compensated Participant's
            414(s) Compensation for the year (or prior year if the Prior Year
            Testing method is being used) bears to the total 414(s) Compensation
            of all Non-Highly Compensated Participants for such year.

            (2) A Qualified Non-Elective Contribution may be made on behalf of
            Non-Highly Compensated Participants in an amount sufficient to
            satisfy (or to prevent an anticipated failure of) one of the tests
            set forth in Section 12.4. Such contribution shall be allocated in
            the same proportion that each Non-Highly Compensated Participant's
            414(s) Compensation for the year (or prior year if the Prior Year
            Testing method is being used) bears to the total 414(s) Compensation
            of all Non-Highly Compensated Participants for such year. However,
            for purposes of this contribution, Non-Highly Compensated
            Participants who are not employed at the end of the Plan Year (or at
            the end of the prior Plan Year if the Prior Year Testing method is
            being used) shall not be eligible to share in the allocation and
            shall be disregarded.

            (3) A Qualified Non-Elective Contribution may be made on behalf of
            Non-Highly Compensated Participants in an amount sufficient to
            satisfy (or to prevent an anticipated failure of) one of the tests
            set forth in Section 12.4. Such contribution shall be allocated in
            equal amount (per capita).

            (4) A Qualified Non-Elective Contribution may be made on behalf of
            Non-Highly Compensated Participants in an amount sufficient to
            satisfy (or to prevent an anticipated failure of) one of the tests
            set forth in Section 12.4. Such contribution shall be allocated in
            equal amounts (per capita). However, for purposes of this
            contribution, Non-Highly Compensated Participants who are not
            employed at the end of the Plan Year (or at the end of the prior
            Plan Year if the Prior Year Testing method is being used) shall not
            be eligible to share in the allocation and shall be disregarded.

            (5) A Qualified Non-Elective Contribution may be made on behalf of
            Non-Highly Compensated Participants in an amount sufficient to
            satisfy (or to prevent an anticipated failure of) one of the tests
            set forth in Section 12.4. Such contribution shall be allocated to
            the Qualified Non-Elective Contribution Account of the Non-Highly
            Compensated Participant having the lowest 414(s) Compensation, until
            one of the tests set forth in Section 12.4 is satisfied (or is
            anticipated to be satisfied), or until such Non-Highly Compensated
            Participant has received the maximum "Annual Addition" pursuant to
            Section 4.4. This process shall continue until one of the tests set
            forth in Section 12.4 is satisfied (or is anticipated to be
            satisfied).

            (6) A Qualified Non-Elective Contribution may be made on behalf of
            Non-Highly Compensated Participants in an amount sufficient to
            satisfy (or to prevent an anticipated failure of) one of the tests
            set forth in Section 12.4. Such contribution shall be allocated to
            the Qualified Non-Elective Contribution Account of

                                       59
<PAGE>

            the Non-Highly Compensated Participant having the lowest 414(s)
            Compensation, until one of the tests set forth in Section 12.4 is
            satisfied (or is anticipated to be satisfied), or until such
            Non-Highly Compensated Participant has received the maximum "Annual
            Addition" pursuant to Section 4.4. This process shall continue until
            one of the tests set forth in Section 12.4 is satisfied (or is
            anticipated to be satisfied). However, for purposes of this
            contribution, Non-Highly Compensated Participants who are not
            employed at the end of the Plan Year (or at the end of the prior
            Plan Year if the Prior Year Testing method is being used) shall not
            be eligible to share in the allocation and shall be disregarded.

            (7) A Qualified Matching Contribution may be made on behalf of
            Non-Highly Compensated Participants in an amount sufficient to
            satisfy (or to prevent an anticipated failure of) one of the tests
            set forth in Section 12.4. Such contribution shall be allocated to
            the Qualified Matching Contribution Account of each Non-Highly
            Compensated Participant in the same proportion that each Non-Highly
            Compensated Participant's Elective Deferrals for the year bears to
            the total Elective Deferrals of all Non-Highly Compensated
            Participants.

            (8) A Qualified Matching Contribution may be made on behalf of
            Non-Highly Compensated Participants in an amount sufficient to
            satisfy (or to prevent an anticipated failure of) one of the tests
            set forth in Section 12.4. Such contribution shall be allocated to
            the Qualified Matching Contribution Account of each Non-Highly
            Compensated Participant in the same proportion that each Non-Highly
            Compensated Participant's Elective Deferrals for the year bears to
            the total Elective Deferrals of all Non-Highly Compensated
            Participants. However, for purposes of this contribution, Non-Highly
            Compensated Participants who are not employed at the end of the Plan
            Year (or at the end of the prior Plan Year if the Prior Year Testing
            method is being used) shall not be eligible to share in the
            allocation and shall be disregarded.

            (9) A Qualified Matching Contribution may be made on behalf of
            Non-Highly Compensated Participants in an amount sufficient to
            satisfy (or to prevent an anticipated failure of) one of the tests
            set forth in Section 12.4. Such contribution shall be allocated to
            the Qualified Matching Contribution Account of the Non-Highly
            Compensated Participant having the lowest Elective Deferrals until
            one of the tests set forth in Section 12.4 is satisfied (or is
            anticipated to be satisfied), or until such Non-Highly Compensated
            Participant has received the maximum "Annual Addition" pursuant to
            Section 4.4. This process shall continue until one of the tests set
            forth in Section 12.4 is satisfied (or is anticipated to be
            satisfied).

            (10) A Qualified Matching Contribution may be made on behalf of
            Non-Highly Compensated Participants in an amount sufficient to
            satisfy (or to prevent an anticipated failure of) one of the tests
            set forth in Section 12.4. Such contribution shall be allocated to
            the Qualified Matching Contribution Account of the Non-Highly
            Compensated Participant having the lowest Elective Deferrals until
            one of the tests set forth in Section 12.4 is satisfied (or is
            anticipated to be satisfied), or until such Non-Highly Compensated
            Participant has received the maximum "Annual Addition" pursuant to
            Section 4.4. This process shall continue until one of the tests set
            forth in Section 12.4 is satisfied (or is anticipated to be
            satisfied). However, for purposes of this contribution, Non-Highly
            Compensated Participants who are not employed at the end of the Plan
            Year (or at the end of the prior Plan Year if the Prior Year Testing
            method is being used) shall not be eligible to share in the
            allocation and shall be disregarded.

            (d) If during a Plan Year, it is projected that the aggregate amount
      of Elective Deferrals to be allocated to all Highly Compensated
      Participants under this Plan would cause the Plan to fail the tests set
      forth in Section 12.4, then the Administrator may automatically reduce the
      deferral amount of affected Highly Compensated Participants, beginning
      with the Highly Compensated Participant who has the highest actual
      deferral ratio until it is anticipated the Plan will pass the tests or
      until the actual deferral ratio equals the actual deferral ratio of the
      Highly Compensated Participant having the next highest actual deferral
      ratio. This process may continue until it is anticipated that the Plan
      will satisfy one of the tests set forth in Section 12.4. Alternatively,
      the Employer may specify a maximum percentage of Compensation that may be
      deferred by Highly Compensated Participants.

            (e) Any Excess Contributions (and "Income") which are distributed on
      or after 2 1/2 months after the end of the Plan Year shall be subject to
      the ten percent (10%) Employer excise tax imposed by Code Section 4979.

12.6  ACTUAL CONTRIBUTION PERCENTAGE TESTS

            (a) Except as otherwise provided herein, this subsection applies if
      the Prior Year Testing method is elected in Section I.2.b of the Adoption
      Agreement. The "Actual Contribution Percentage" (hereinafter "ACP") for
      Participants who are Highly Compensated Employees (hereinafter "HCEs") for
      each Plan Year and the prior year's ACP for Participants who were
      Non-Highly Compensated Employees (hereinafter "NHCEs") for the prior Plan
      Year must satisfy one of the following tests:

            (1) The ACP for a Plan Year for Participants who are HCEs for the
            Plan Year shall not exceed the prior year's ACP for Participants who
            were NHCEs for the prior Plan Year multiplied by 1.25; or

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            (2) The ACP for a Plan Year for Participants who are HCEs for the
            Plan Year shall not exceed the prior year's ACP for Participants who
            were NHCEs for the prior Plan Year multiplied by 2.0, provided that
            the ACP for Participants who are HCEs does not exceed the prior
            year's ACP for Participants who were NHCEs in the prior Plan Year by
            more than two (2) percentage points.

            Notwithstanding the above, for purposes of applying the foregoing
            tests with respect to the first Plan Year in which the Plan permits
            any Participant to make Employee contributions, provides for
            matching contributions, or both, the ACP for the prior year's NHCEs
            shall be deemed to be three percent (3%) unless the Employer has
            elected in Section I.2.c of the Adoption Agreement to use the
            current Plan Year's ACP for these Participants. However, the
            provisions of this paragraph may not be used if the Plan is a
            successor plan or is otherwise prohibited from using such provisions
            pursuant to IRS Notice 98-1 (or superseding guidance).

            (b) Notwithstanding the preceding, if the Current Year Testing
      method is elected in the Adoption Agreement, the ACP tests in (a)(1) and
      (a)(2), above shall be applied by comparing the current Plan Year's ACP
      for Participants who are HCEs with the current Plan Year's ACP (rather
      than the prior Plan Year's ACP) for Participants who are NHCEs for the
      current Plan Year. Once made, this election can only be changed if the
      Plan meets the requirements for changing to the Prior Year Testing method
      set forth in IRS Notice 98-1 (or superseding guidance). Furthermore, this
      Plan must use the same testing method for both the ADP and ACP tests for
      Plan Years beginning on or after the date the Employer adopts its GUST
      restated plan.

            (c) This subsection applies to prevent the multiple use of the test
      set forth in subsection (a)(2) above. Any HCE eligible to make Elective
      Deferrals pursuant to Section 12.2 and to make after-tax voluntary
      Employee contributions or to receive matching contributions under this
      Plan or under any other plan maintained by the Employer or an Affiliated
      Employer, shall have either the actual deferral ratio adjusted in the
      manner described in Section 12.5 or the actual contribution ratio reduced
      in the manner described in Section 12.7 so that the "Aggregate Limit" is
      not exceeded pursuant to Regulation 1.401(m)-2. The amounts in excess of
      the "Aggregate Limit" shall be treated as either an Excess Contribution or
      an Excess Aggregate Contribution. The ADP and ACP of the HCEs are
      determined after any corrections required to meet the ADP and ACP tests
      and are deemed to be the maximum permitted under such test for the Plan
      Year. Multiple use does not occur if either the ADP or ACP of the HCEs
      does not exceed 1.25 multiplied by the ADP and ACP of the NHCEs.

      "Aggregate Limit" means the sum of (i) 125 percent of the greater of the
      ADP of the NHCEs for the Plan Year or the ACP of such NHCEs 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% or two plus the lesser of such ADP or ACP. "Lesser" is
      substituted for "greater" in (i) above, and "greater" is substituted for
      "lesser" after "two plus the" in (ii) above if it would result in a larger
      Aggregate Limit. If the Employer has elected in the Adoption Agreement to
      use the Current Year Testing method, then in calculating the "Aggregate
      Limit" for a particular Plan Year, the NHCEs ADP and ACP for that Plan
      Year, instead of the prior Plan Year, is used.

            (d) A Participant is a Highly Compensated Employee for a particular
      Plan Year if the Participant meets the definition of a Highly Compensated
      Employee in effect for that Plan Year. Similarly, a Participant is a
      Non-highly Compensated Employee for a particular Plan Year if the
      Participant does not meet the definition of a Highly Compensated Employee
      in effect for that Plan Year.

            (e) For the purposes of this Section and Section 12.7, ACP for a
      specific group of Participants for a Plan Year means the average of the
      "Contribution Percentages" (calculated separately for each Participant in
      such group). For this purpose, "Contribution Percentage" means the ratio
      (expressed as a percentage) of the Participant's "Contribution Percentage
      Amounts" to the Participant's 414(s) Compensation. The actual contribution
      ratio for each Participant and the ACP for each group, shall be calculated
      to the nearest one-hundredth of one percent of the Participant's 414(s)
      Compensation.

            (f) "Contribution Percentage Amounts" means the sum of (i)
      nondeductible (after-tax) voluntary Employee contributions, (ii) Employer
      "Matching Contributions" made pursuant to Section 12.1(a)(2) (including
      Qualified Matching Contributions to the extent such Qualified Matching
      Contributions are not used to satisfy the tests set forth in Section
      12.4), (iii) Excess Contributions recharacterized as nondeductible
      (after-tax) voluntary Employee contributions pursuant to Section 12.5,
      (iv) Qualified Non-Elective Contributions (to the extent not used to
      satisfy the tests set forth in Section 12.4) and Participant Matched
      Contributions. However, "Contribution Percentage Amounts" shall not
      include "Matching Contributions" that are forfeited either to correct
      Excess Aggregate Contributions or due to Code Section 401(a)(4) and the
      Regulations thereunder because the contributions to which they relate are
      Excess Deferrals, Excess Contributions, or Excess Aggregate Contributions.
      In addition, "Contribution Percentage Amounts" may include Elective
      Deferrals provided the ADP test in Section 12.4 is met before the Elective
      Deferrals are used in the ACP test and continues to be met following the
      exclusion of those Elective Deferrals that are used to meet the ACP test.

            (g) For purposes of determining the ACP and the amount of Excess
      Aggregate Contributions pursuant to Section 12.7, only Employer "Matching
      Contributions" (excluding "Matching Contributions" forfeited or
      distributed

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      pursuant to Section 12.2(e), 12.5(b), or 12.7(b)) and Participant Matched
      Contributions contributed to the Plan prior to the end of the succeeding
      Plan Year shall be considered. In addition, the Administrator may elect to
      take into account, with respect to Employees eligible to have Employer
      "Matching Contributions" made pursuant to Section 12.1(b) or nondeductible
      (after-tax) voluntary Employee contributions made pursuant to Section 4.8
      allocated to their accounts, elective deferrals (as defined in Regulation
      1.402(g)-1(b)), qualified non-elective contributions (as defined in Code
      Section 401(m)(4)(C)) and Participant Matched Contributions contributed to
      any plan maintained by the Employer. Such elective deferrals and qualified
      non-elective contributions shall be treated as Employer matching
      contributions subject to Regulation 1.401(m)-1(b)(2) which is incorporated
      herein by reference. The Plan Year must be the same as the plan year of
      the plan to which the elective deferrals and the qualified non-elective
      contributions are made.

            (h) In the event that this Plan satisfies the requirements of Code
      Sections 401(a)(4), 401(m), or 410(b) only if aggregated with one or more
      other plans, or if one or more other plans satisfy the requirements of
      such sections of the Code only if aggregated with this Plan, then this
      Section shall be applied by determining the ACP of Employees as if all
      such plans were a single plan. Plans may be aggregated in order to satisfy
      Code section 401(m) only if they have the same Plan Year.

                  Any adjustments to the NHCE ACP for the prior year will be
      made in accordance with IRS Notice 98-1 and any superseding guidance,
      unless the Employer has elected in Section I.2.c of the Adoption Agreement
      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 ACP testing method.

            (i) For the purposes of this Section, if an HCE is a Participant
      under two (2) or more plans (other than an employee stock ownership plan
      as defined in Code Section 4975(e)(7)) which are maintained by the
      Employer or an Affiliated Employer to which "Matching Contributions,"
      nondeductible (after-tax) voluntary Employee contributions, or Participant
      Matched Contributions, are made, all such contributions on behalf of such
      HCE shall be aggregated for purposes of determining such HCP's actual
      contribution ratio. However, if the plans have different plan years, this
      paragraph shall be applied by treating all plans ending with or within the
      same calendar year as a single plan.

            (j) For purposes of this Section and Section 12.7, a Highly
      Compensated Participant and a Non-Highly Compensated Participant shall
      include any Employee eligible to have "Matching Contributions" made
      pursuant to Section 12.1(a)(2) (whether or not a deferral election was
      made or suspended pursuant to Section 12.2(g)) allocated to such
      Participant's account for the Plan Year or to make salary deferrals
      pursuant to Section 12.2 (if the Employer uses salary deferrals to satisfy
      the provisions of this Section) or after-tax voluntary Employee
      contributions pursuant to Section 4.8 (whether or not nondeductible
      voluntary Employee contributions are made) or Participant Matched
      Contributions allocated to the Participant's account for the Plan Year.

            (k) For purposes of this Section and Section 12.7, "Matching
      Contribution" means an Employer contribution made to the Plan, or to a
      contract described in Code Section 403(b), on behalf of a Participant on
      account of a nondeductible (after-tax) voluntary Employee contribution
      made by such Participant, Participant Matched Contributions or on account
      of a Participant's elective deferrals under a plan maintained by the
      Employer.

            (l) For purposes of determining the ACP and the amount of Excess
      Aggregate Contributions pursuant to Section 12.7, only Elective Deferrals,
      Qualified Non-Elective Contributions, "Matching Contributions" and
      Qualified Matching Contributions contributed to the Plan prior to the end
      of the twelve (12) month period immediately following the Plan Year to
      which the contributions relate shall be considered.

            (m) Notwithstanding anything in this Section to the contrary, the
      provisions of this Section and Section 12.7 may be applied separately (or
      will be applied separately to the extent required by Regulations) to each
      "plan" within the meaning of Regulation 1.401(k)-1(g)(11) and Regulation
      1.401(m). Furthermore, for Plan Years beginning after December 31, 1998,
      the provisions of Code Section 401(k)(3)(F) may be used to exclude from
      consideration all Non-Highly Compensated Employees who have not satisfied
      the minimum age and service requirements of Code Section 410(a)(1)(A).

12.7  ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS

            (a) In the event (or, with respect to subsection (g) below when the
      Prior Year Testing method is being used, if it is anticipated) that for
      Plan Years beginning after December 31, 1996, the Plan does not satisfy
      one of the tests set forth in Section 12.6, the Administrator shall adjust
      Excess Aggregate Contributions or the Employer shall make contributions
      pursuant to the options set forth below or any combination thereof.
      However, if the Prior Year testing method is being used and it is
      anticipated that the Plan might not satisfy one of such tests, then the
      Employer may make contributions pursuant to the options set forth in
      subsection (c) below.

            (b) On or before the fifteenth day of the third month following the
      end of the Plan Year, but in no event later than the close of the
      following Plan Year the Highly Compensated Participant having the largest
      allocation of "Contribution Percentage Amounts" shall have a portion of
      such "Contribution Percentage Amounts" (and "Income" allocable to such
      amounts) distributed or, if non-Vested, Forfeited (including "Income"
      allocable to such Forfeitures) until the total amount of Excess Aggregate
      Contributions has been distributed, or until the amount of the
      Participant's

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<PAGE>

      "Contribution Percentage Amounts" equals the "Contribution Percentage
      Amounts" of the Highly Compensated Participant having the next largest
      amount of "Contribution Percentage Amounts." This process shall continue
      until the total amount of Excess Aggregate Contributions has been
      distributed or forfeited. Any distribution and/or Forfeiture of
      "Contribution Percentage Amounts" shall be made in the following order:

            (1) Employer matching contributions distributed and/or forfeited
            pursuant to Section 12.5(b)(1);

            (2) After-tax voluntary Employee contributions including Excess
            Contributions recharacterized as after-tax voluntary Employee
            contributions pursuant to Section 12.5(b)(2);

            (3) Participant Matched Contributions;

            (4) Remaining Employer matching contributions.

            (c) Any distribution or Forfeiture of less than the entire amount of
      Excess Aggregate Contributions (and "Income") shall be treated as a pro
      rata distribution of Excess Aggregate Contributions and "Income."
      Distribution of Excess Aggregate Contributions shall be designated by the
      Employer as a distribution of Excess Aggregate Contributions (and
      "Income"). Forfeitures of Excess Aggregate Contributions shall be treated
      in accordance with Section 4.3. However, no such Forfeiture of Excess
      Aggregate Contributions may be allocated to a Highly Compensated
      Participant whose contributions are reduced pursuant to this Section.

            (d) For the purpose of this Section, "Income" means the income or
      losses allocable to Excess Aggregate Contributions, which amount shall be
      allocated at the same time and in the same manner as income or losses are
      allocated. However, "Income" for the period between the end of the Plan
      Year and the date of the distribution (the "gap period") is not required
      to be distributed.

            (e) Excess Aggregate Contributions attributable to amounts other
      than nondeductible voluntary Employee contributions, including forfeited
      matching contributions, shall be treated as Employer contributions for
      purposes of Code Sections 404 and 415 even if distributed from the Plan.

            (f) The determination of the amount of Excess Aggregate
      Contributions with respect to any Plan Year shall be made after first
      determining the Excess Contributions, if any, to be treated as
      nondeductible (after-tax) voluntary Employee contributions due to
      recharacterization for the plan year of any other qualified cash or
      deferred arrangement (as defined in Code Section 401(k)) maintained by the
      Employer that ends with or within the Plan Year or which are treated as
      after-tax voluntary Employee contributions due to recharacterization
      pursuant to Section 12.5.

            (g) Notwithstanding the above, within twelve (12) months after the
      end of the Plan Year (or, if the Prior Year Testing method is used, within
      twelve (12) months after the end of the prior Plan Year), the Employer may
      make a special Qualified Non-Elective Contribution or Qualified Matching
      Contribution in accordance with one of the following provisions which
      contribution shall be allocated to the Qualified Non-Elective Contribution
      Account or Qualified Matching Contribution Account of each Non-Highly
      Compensated eligible to share in the allocation in accordance with such
      provision. The Employer shall provide the Administrator with written
      notification of the amount of the contribution being made and for which
      provision it is being made pursuant to.

            (1) A Qualified Non-Elective Contribution may be made on behalf of
            Non-Highly Compensated Participants in an amount sufficient to
            satisfy (or to prevent an anticipated failure of) one of the tests
            set forth in Section 12.6. Such contribution shall be allocated in
            the same proportion that each Non-Highly Compensated Participant's
            414(s) Compensation for the year (or prior year if the Prior Year
            Testing method is being used) bears to the total 414(s) Compensation
            of all Non-Highly Compensated Participants for such year.

            (2) A Qualified Non-Elective Contribution may be made on behalf of
            Non-Highly Compensated Participants in an amount sufficient to
            satisfy (or to prevent an anticipated failure of) one of the tests
            set forth in Section 12.6. Such contribution shall be allocated in
            the same proportion that each Non-Highly Compensated Participant's
            414(s) Compensation for the year (or prior year if the Prior Year
            Testing method is being used) bears to the total 414(s) Compensation
            of all Non-Highly Compensated Participants for such year. However,
            for purposes of this contribution, Non-Highly Compensated
            Participants who are not employed at the end of the Plan Year (or at
            the end of the prior Plan Year if the Prior Year Testing method is
            being used) shall not be eligible to share in the allocation and
            shall be disregarded.

            (3) A Qualified Non-Elective Contribution may be made on behalf of
            Non-Highly Compensated Participants in an amount sufficient to
            satisfy (or to prevent an anticipated failure of) one of the tests
            set forth in Section 12.6. Such contribution shall be allocated in
            equal amounts (per capita).

            (4) A Qualified Non-Elective Contribution may be made on behalf of
            Non-Highly Compensated Participants in an amount sufficient to
            satisfy (or to prevent an anticipated failure of) one of the tests
            set forth in Section 12.6. Such contribution shall be allocated in
            equal amounts (per capita). However, for purposes of

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<PAGE>

            this contribution, Non-Highly Compensated Participants who are not
            employed at the end of the Plan Year (or at the end of the prior
            Plan Year if the Prior Year Testing method is being used) shall not
            be eligible to share in the allocation and shall be disregarded.

            (5) A Qualified Non-Elective Contribution may be made on behalf of
            Non-Highly Compensated Participants in an amount sufficient to
            satisfy (or to prevent an anticipated failure of) one of the tests
            set forth in Section 12.6. Such contribution shall be allocated to
            the Qualified Non-Elective Contribution Account of the Non-Highly
            Compensated Participant having the lowest 414(s) Compensation, until
            one of the tests set forth in Section 12.6 is satisfied (or is
            anticipated to be satisfied), or until such Non-Highly Compensated
            Participant has received the maximum "Annual Addition" pursuant to
            Section 4.4. This process shall continue until one of the tests set
            forth in Section 12.6 is satisfied (or is anticipated to be
            satisfied).

            (6) A Qualified Non-Elective Contribution may be made on behalf of
            Non-Highly Compensated Participants in an amount sufficient to
            satisfy (or to prevent an anticipated failure of) one of the tests
            set forth in Section 12.6. Such contribution shall be allocated to
            the Qualified Non-Elective Contribution Account of the Non-Highly
            Compensated Participant having the lowest 414(s) Compensation, until
            one of the tests set forth in Section 12.6 is satisfied (or is
            anticipated to be satisfied), or until such Non-Highly Compensated
            Participant has received the maximum "Annual Addition" pursuant to
            Section 4.4. This process shall continue until one of the tests set
            forth in Section 12.6 is satisfied (or is anticipated to be
            satisfied). However, for purposes of this contribution, Non-Highly
            Compensated Employees who are not employed at the end of the Plan
            Year (or at the end of the prior Plan Year if the Prior Year Testing
            method is being used) shall not be eligible to share in the
            allocation and shall be disregarded.

            (7) A "Matching Contribution" may be made on behalf of Non-Highly
            Compensated Participants in an amount sufficient to satisfy (or to
            prevent an anticipated failure of) one of the tests set forth in
            Section 12.6. Such contribution shall be allocated on behalf of each
            Non-Highly Compensated Participant in the same proportion that each
            Non-Highly Compensated Participant's Elective Deferrals for the year
            bears to the total Elective Deferrals of all Non-Highly Compensated
            Participants. The Employer shall designate, at the time the
            contribution is made, whether the contribution made pursuant to this
            provision shall be a Qualified Matching Contribution allocated to a
            Participant's Qualified Matching Contribution Account or an Employer
            Non-Elective Contribution allocated to a Participant's Non-Elective
            Account.

            (8) A "Matching Contribution" may be made on behalf of Non-Highly
            Compensated Participants in an amount sufficient to satisfy (or to
            prevent an anticipated failure of) one of the tests set forth in
            Section 12.6. Such contribution shall be allocated on behalf of each
            Non-Highly Compensated Participant in the same proportion that each
            Non-Highly Compensated Participant's Elective Deferrals for the year
            bears to the total Elective Deferrals of all Non-Highly Compensated
            Participants. The Employer shall designate, at the time the
            contribution is made, whether the contribution made pursuant to this
            provision shall be a Qualified Matching Contribution allocated to a
            Participant's Qualified Matching Contribution Account or an Employer
            Non-Elective Contribution allocated to a Participant's Non-Elective
            Account. However, for purposes of this contribution, Non-Highly
            Compensated Participants who are not employed at the end of the Plan
            Year (or at the end of the prior Plan Year if the Prior Year Testing
            method is being used) shall not be eligible to share in the
            allocation and shall be disregarded.

            (9) A "Matching Contribution" may be made on behalf of Non-Highly
            Compensated Participants in an amount sufficient to satisfy (or to
            prevent an anticipated failure of) one of the tests set forth in
            Section 12.4. Such contribution shall be allocated on behalf of the
            Non-Highly Compensated Participant having the lowest Elective
            Deferrals until one of the tests set forth in Section 12.4 is
            satisfied (or is anticipated to be satisfied), or until such
            Non-Highly Compensated Participant has received the maximum "Annual
            Addition" pursuant to Section 4.4. This process shall continue until
            one of the tests set forth in Section 12.4 is satisfied (or is
            anticipated to be satisfied). The Employer shall designate, at the
            time the contribution is made, whether the contribution made
            pursuant to this provision shall be a Qualified Matching
            Contribution allocated to a Participant's Qualified Matching
            Contribution Account or an Employer Non-Elective Contribution
            allocated to a Participant's Non-Elective Account.

            (10) A "Matching Contribution" may be made on behalf of Non-Highly
            Compensated Participants in an amount sufficient to satisfy (or to
            prevent an anticipated failure of) one of the tests set forth in
            Section 12.4. Such contribution shall be allocated on behalf of the
            Non-Highly Compensated Participant having the lowest Elective
            Deferrals until one of the tests set forth in Section 12.4 is
            satisfied (or is anticipated to be satisfied), or until such
            Non-Highly Compensated Participant has received the maximum "Annual
            Addition" pursuant to Section 4.4. This process shall continue until
            one of the tests set forth in Section 12.4 is satisfied (or is
            anticipated to be satisfied). The Employer shall designate, at the
            time the contribution is made, whether the contribution made
            pursuant to this provision shall be a Qualified Matching
            Contribution allocated to a Participant's Qualified Matching
            Contribution Account or an Employer Non-Elective Contribution
            allocated to a Participant's Non-Elective Account. However, for
            purposes of this contribution, Non-Highly Compensated Participants
            who are not employed at the end of the Plan Year (or at the end of
            the prior Plan

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            Year if the Prior Year Testing method is being used) shall not be
            eligible to share in the allocation and shall be disregarded.

            (h) Any Excess Aggregate Contributions (and "Income") which are
      distributed on or after 2 1/2 months after the end of the Plan Year shall
      be subject to the ten percent (10%) Employer excise tax imposed by Code
      Section 4979.

12.8  SAFE HARBOR PROVISIONS

            (a) The provisions of this Section will apply if the Employer has
      elected, in Section G.2 of the Adoption Agreement, to use the "ADP Test
      Safe Harbor" or "ACP Test Safe Harbor." If the Employer has elected to use
      the "ADP Test Safe Harbor" for a Plan Year, then the provisions relating
      to the ADP test described in Section 12.4 and in Code Section 401(k)(3) do
      not apply for such Plan Year. In addition, if the Employer has also
      elected to use the "ACP Test Safe Harbor" for a Plan Year, then the
      provisions relating to the ACP test described in Section 12.6 and in Code
      Section 401(m)(2) do not apply for such Plan Year. Furthermore, to the
      extent any other provision of the Plan is inconsistent with the provisions
      of this Section, the provisions of this Section will govern.

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

            (1) "ACP Test Safe Harbor" means the method described in subsection
            (c) below for satisfying the ACP test of Code Section 401(m)(2).

            (2) "ACP Test Safe Harbor Matching Contributions" means "Matching
            Contributions" described in subsection (d)(1).

            (3) "ADP Test Safe Harbor" means the method described in subsection
            (c) for satisfying the ADP test of Code Section 401(k)(3).

            (4) "ADP Test Safe Harbor Contributions" means "Matching
            Contributions" and nonelective contributions described in subsection
            (c)(1) below.

            (5) "Compensation" means Compensation as defined in Section 1.11,
            except, for purposes of this Section, no dollar limit, other than
            the limit imposed by Code Section 401(a)(17), applies to the
            Compensation of a Non-Highly Compensated Employee. However, solely
            for purposes of determining the Compensation subject to a
            Participant's deferral election, the Employer may use an alternative
            definition to the one described in the preceding sentence, provided
            such alternative definition is a reasonable definition within the
            meaning of Regulation 1.414(s)-1(d)(2) and permits each Participant
            to elect sufficient Elective Deferrals to receive the maximum amount
            of "Matching Contributions" (determined using the definition of
            Compensation described in the preceding sentence) available to the
            Participant under the Plan.

            (6) "Eligible Participant" means a Participant who is eligible to
            make Elective Deferrals under the Plan for any part of the Plan Year
            (or who would be eligible to make Elective Deferrals but for a
            suspension due to a hardship distribution described in Section 12.9
            or to statutory limitations, such as Code Sections 402(g) and 415)
            and who is not excluded as an "Eligible Participant" under the
            401(k) Safe Harbor elections in Section G.2.f of the Adoption
            Agreement.

            (7) "Matching Contributions" means contributions made by the
            Employer on account of an "Eligible Participant's" Elective
            Deferrals.

            (c) The provisions of this subsection apply for purposes of
            satisfying the "ADP Test Safe Harbor."

            (1) The "ADP Test Safe Harbor Contribution" is the contribution
            elected by the Employer in Section G.2 of the Adoption Agreement to
            be used to satisfy the "ADP Test Safe Harbor." However, if no
            contribution is elected in Section G.2 of the Adoption Agreement,
            the Employer will contribute to the Plan for the Plan Year a "Basic
            Matching Contribution" on behalf of each "Eligible Employee." The
            "Basic Matching Contribution" is equal to (i) one-hundred percent
            (100%) of the amount of an "Eligible Participant's" Elective
            Deferrals that do not exceed three percent (3%) of the Participant's
            "Compensation" for the Plan Year, plus (ii) fifty percent (50%) of
            the amount of the Participant's Elective Deferrals that exceed three
            percent (3%) of the Participant's "Compensation" but do not exceed
            five percent (5%) of the Participant's "Compensation."

            (2) Except as provided in subsection (e) below, for purposes of the
            Plan, a Basic Matching Contribution or an Enhanced Matching
            Contribution will be treated as a Qualified Matching Contribution
            and a Nonelective Safe Harbor Contribution will be treated as a
            Qualified Non-Elective Contribution. Accordingly, the "ADP Test Safe
            Harbor Contribution" will be fully Vested and subject to the
            distribution restrictions set forth in Section 12.2(c) (i.e., may
            generally not be distributed earlier than separation from

                                       65
<PAGE>

            service, death, disability, an event described in Section 401(k)(1),
            or, in case of a profit sharing plan, the attainment of age 59
            1/2.). In addition, such contributions must satisfy the "ADP Test
            Safe Harbor" without regard to permitted disparity under Code
            Section 401(l).

            (3) At least thirty (30) days, but not more than ninety (90) days,
            before the beginning of the Plan Year, the Employer will provide
            each "Eligible Participant" a comprehensive notice of the
            Participant's rights and obligations under the Plan, written in a
            manner calculated to be understood by the average Participant.
            However, if an Employee becomes eligible after the 90th day before
            the beginning of the Plan Year and does not receive the notice for
            that reason, the notice must be provided no more than ninety (90)
            days before the Employee becomes eligible but not later than the
            date the Employee becomes eligible.

            (4) In addition to any other election periods provided under the
            Plan, each "Eligible Participant" may make or modify a deferral
            election during the thirty (30) day period immediately following
            receipt of the notice described in subsection (3) above.
            Furthermore, if the "ADP Test Safe Harbor" is a "Matching
            Contribution" each "Eligible Employee" must be permitted to elect
            sufficient Elective Deferrals to receive the maximum amount of
            "Matching Contributions" available to the Participant under the
            Plan.

            (d) The provisions of this subsection apply if the Employer has
      elected to satisfy the "ACP Test Safe Harbor."

            (1) In addition to the "ADP Test Safe Harbor Contributions," the
            Employer will make any "Matching Contributions" in accordance with
            elections made in the Adoption Agreement. Such additional "Matching
            Contributions" will be considered "ACP Test Safe Harbor Matching
            Contributions."

            (2) Notwithstanding any election in the Adoption Agreement to the
            contrary, an "Eligible Participant's" Elective Deferrals in excess
            of six percent (6%) of "Compensation" may not be taken into account
            in applying "ACP Test Safe Harbor Matching Contributions." In
            addition, effective with respect to Plan Years beginning after
            December 31, 1999, any portion of an "ACP Test Safe Harbor Matching
            Contribution" attributable to a discretionary "Matching
            Contribution" may not exceed four percent (4%) of an "Eligible
            Participant's" "Compensation."

            (e) The Plan is required to satisfy the ACP test of Code Section
      401(m)(2), using the current year testing method, if the Plan permits
      after-tax voluntary Employee contributions or if matching contributions
      that do not satisfy the "ACP Test Safe Harbor" may be made to the Plan. In
      such event, only "ADP Test Safe Harbor Contributions" or "ACP Test Safe
      Harbor Contributions" that exceed the amount needed to satisfy the "ADP
      Test Harbor" or "ACP Test Safe Harbor" (if the Employer has elected to use
      the "ACP Test Safe Harbor") may be treated as Qualified Nonelective
      Contributions or Qualified Matching Contributions in applying the ACP
      test. In addition, in applying the ACP test, elective contributions may
      not treated as matching contributions under Code Section 401(m)(3).
      Furthermore, in applying the ACP test, the Employer may elect to disregard
      with respect to all "Eligible Participants" (1) all "Matching
      Contributions" if the only "Matching Contributions" made to the Plan
      satisfy the "ADP Test Safe Harbor Contribution" (the "Basic Matching
      Contribution" or the "Enhanced Matching Contribution") and (2) if the "ACP
      Test Safe Harbor" is satisfied, "Matching Contributions" that do not
      exceed four percent (4%) of each Participant's "Compensation."

12.9  ADVANCE DISTRIBUTION FOR HARDSHIP

            (a) The Administrator, at the election of a Participant, shall
      distribute to the Participant in any one Plan Year up to the lesser of (1)
      100% of the accounts as elected in Section H.6 of the Adoption Agreement
      valued as of the last Valuation Date or (2) the amount necessary to
      satisfy the immediate and heavy financial need of the Participant. Any
      distribution made pursuant to this Section shall be deemed to be made as
      of the first day of the Plan Year or, if later, the Valuation Date
      immediately preceding the date of distribution, and the account from which
      the distribution is made shall be reduced accordingly. Withdrawal under
      this Section shall be authorized only if the distribution is for one of
      the following or any other item permitted under Regulation
      1.401(k)-1(d)(2)(iv):

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

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

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

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

                                       66
<PAGE>

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

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

            (2) The Participant has obtained all distributions, other than
            hardship distributions, and all nontaxable loans currently available
            under all plans maintained by the Employer (to the extent the loan
            would not increase the hardship);

            (3) The Plan, and all other plans maintained by the Employer,
            provide that the Participant's elective deferrals and nondeductible
            (after-tax) voluntary Employee contributions will be suspended for
            at least twelve (12) months after receipt of the hardship
            distribution; and

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

            (c) Notwithstanding the above, distributions from the Participant's
      Elective Deferral Account, Qualified Matching Contribution Account and
      Qualified Non-Elective Account pursuant to this Section shall be limited
      solely to the Participant's Elective Deferrals and any income attributable
      thereto credited to the Participant's Elective Deferral Account as of
      December 31, 1988. Furthermore, if a hardship distribution is permitted
      from more than one account type, the Administrator may determine any
      ordering of a Participant's hardship distribution from such accounts.

            (d) Any distribution made pursuant to this Section shall be made in
      a manner which is consistent with and satisfies the provisions of Section
      6.5, including, but not limited to, all notice and consent requirements of
      Code Sections 411(a)(11) and 417 and the Regulations thereunder.

                                       67
<PAGE>

                                ADDENDUM A TO THE
                       SCI 401(K) RETIREMENT SAVINGS PLAN

      The classification of Employees eligible to participate in the Plan shall
include all Employees of Marsellus Casket Company located at 101 Richmond
Avenue, Syracuse, New York 13221 ("Marsellus") except those Employees of
Marsellus covered by a collective bargaining agreement if such agreement does
not specifically provide for participation in the Plan and provided, however,
that Employees of Marsellus shall not be eligible to participate in any Company
Qualified Nonelective Contributions, Company Matching Contributions, Company
Qualified Matching Contributions, or Company Profit Sharing Contributions.

<PAGE>

                                ADDENDUM B TO THE
                       SCI 401(K) RETIREMENT SAVINGS PLAN

      The purpose of this addendum is to establish written procedures (which are
hereby incorporated into and made part of the Plan) to permit Participants to
direct the investment of their accounts in qualifying employer securities
(described below) and to allow the Company (and any adopting Employer) to make
Employer contributions in qualifying employer securities, subject to the terms
and provisions set forth below. All capitalized terms not defined herein shall
have the meanings set forth in the Plan.

1.0 ESTABLISHMENT OF THE SCI COMMON STOCK FUND.

      (a) Establishment of Company Stock Fund. The investment options available
to Participants under the Plan shall include the ability to invest in
"qualifying employer securities," as defined in section 401(d)(5) of the
Employee Retirement Income Security Act of 1974 ("ERISA"). Accordingly, in
addition to any other investment options available under the Plan, Participants
may direct that amounts allocated to their respective Accounts be invested in a
unitized fund that that holds cash and shares of the common stock, $1.00 par
value, of the Employer (the "Company Stock Fund"). In addition, the Employer may
make any Company Qualified Nonelective Contributions, Company Matching
Contributions or Company Profit Sharing Contributions in qualifying employer
securities ("Company Stock") which shall be held in the Company Stock Fund and
allocated to Participants' Accounts according to the relevant allocation
provisions of the Plan applicable to such contributions.

      (b) Management by Applicable Fiduciary. An ancillary trustee or Investment
Manager (appointed in accordance with applicable provisions of the Plan) who
shall qualify as an agent independent of the issuer (as such term is defined in
Rule 10b-18 promulgated under the Securities Exchange Act of 1934 (the "Act"))
shall establish and maintain the Company Stock Fund in accordance with the terms
of the Plan and this Addendum. The above-described ancillary trustee or
Investment Manager shall hereinafter be referred to as the "Applicable
Fiduciary". In the event that the Applicable Fiduciary is not independent of the
issuer, any purchase of Company Stock shall be effected in accordance with
provisions of rule 10b-18 of the Act. When the Applicable Fiduciary (i) receives
funds to be invested or determines that assets from those funds, if applicable,
should be sold and the proceeds held for a period of time pending reinvestment
or other purpose, or (ii) has notice that required or appropriate filings with
the Securities and Exchange Commission have not been timely accepted as filed
and funds received have been designated to be invested in shares of Company
Stock, then prior to completion of required or appropriate filings with the
Securities and Exchange Commission, such funds may be held in cash, or invested
in short-term investments such as U.S. Treasury bills, commercial paper, demand
notes, money market funds, any savings accounts, money market accounts,
certificates of deposit or like investments with the commercial department of
any bank (including any bank serving as the Applicable Fiduciary, as long as
they bear a reasonable rate of interest and the bank is supervised by the United
States or a state) any common, pooled or collective trust funds which any bank,
including any bank serving as the Applicable Fiduciary, or any other corporation
may now have or in the future may adopt for such short-term investments (the
governing document of such common, pooled or collective trust fund(s) being
hereby incorporated herein by reference), and other similar assets which may be
offered by the federal government, or any national or state bank (whether or not
serving as the Applicable Fiduciary hereunder), and as may be determined by the
Applicable Fiduciary, in its discretion, which assets will remain a part of the
fund to which they would otherwise relate.

      (c) Participants' Investment Elections. As soon as practical after the
establishment of the Company Stock Fund is completed, including the completion
of all applicable governmental filings, the Administrator will notify
Participants of the availability of such investment fund and will provide them
with information on the procedures established by the Administrator for the
direction of investment of contributions into such fund. The investment
directions of Participants shall be made in accordance with the procedures and
limitations described in procedures maintained under and in connection with the
Plan as generally applicable to Participants' investment directions except to
the extent that the Administrator has prescribed different procedures and/or
limitations that apply with respect to such Company Stock Fund; or except as
otherwise provided herein.

      (d) Transfers Among Investment Funds. A Participant's transfer into or out
of the Company Stock Fund of amounts previously invested in any other investment
funds available under the Plan will be governed by the procedures and
limitations described in procedures maintained under and in connection with the
Plan as generally applicable to Participants' investment transfer directions
except to the extent that the Administrator has prescribed different procedures
and/or limitations that apply with respect to such Company Stock Fund or except
as otherwise provided herein. Transfers out of the Company Stock Fund of Company
Qualified Nonelective Contributions, Company Matching Contributions or Company
Profit Sharing Contributions shall also be governed by such procedures and
limitations which may differ from the procedures and limitations applicable to
transfers of Participant's Elective Salary Deferrals, but shall be applied in a
non-discriminatory manner to all Participants.

      (e) Participants' Directions. All elections and investment directions by
Participants concerning the investment of their Accounts shall be in such form
as is prescribed by the Administrator. Each Participant shall designate the
percentage of his various Accounts, or any combination of such Accounts (as such
Accounts presently exist and the percentage of future

                                       1
<PAGE>

contributions, if any, to be allocated to such Accounts) to be invested in the
Company Stock Fund and any one or more funds, as such funds may be established
from time to time under the Plan. At such times as shall be prescribed by the
Administrator in its discretion, the percentage elected to be placed in any one
fund may be changed by the Participant, which change will be effective after
such period of times as shall be established by the Administrator. The
Administrator shall determine whether any such change as to investments will
change the Participant's Account as it presently exists or whether it will only
be effective as to succeeding investments of contributions; however, any such
change, when made, shall continue to be effective until revoked or changed in a
like manner. The rules established and the discretion exercised by the
Administrator hereunder shall apply to all Participants on a nondiscriminatory
basis. As soon as administratively feasible after receipt of investment
directions of a Participant, the Administrator shall direct the Applicable
Fiduciary to implement all such proper directions received from a Participant.
Each Participant and each Beneficiary of a deceased Participant is hereby
designated as a "named fiduciary" (within the meaning of Sections 402(a)(2) and
403(a)(1) of ERISA with respect to his investment directions made pursuant to
this Subsection.

      (f) Beneficiaries of Deceased Participant. All provisions of this
Subsection pertaining to a Participant shall be equally applicable to a
Beneficiary of a deceased Participant whose Account remains in the Plan.

      (g) Form and Method of Payment of Funds Invested in the Company Stock
Fund. Notwithstanding any other provision of this Plan and Trust to the
contrary, with respect to any amounts invested in Company Stock, distribution
shall be paid in cash in an amount equal to the value (as of the date or dates
shares of Company Stock credited to the Participant's Account are converted into
cash) of the Participant's vested interest in shares of Stock credited to such
Participant's Account; provided, however, that if the Participant's
distributable account is equal to or greater than $5,000, upon election of the
Participant, such distribution may be made in whole shares of Company Stock, or
in any combination of cash or Company Stock as elected by the Participant. Any
fractional shares of Company Stock to which the Participant may be entitled
shall be valued and paid in cash.

      (h) Purchases and Sales of Common Stock. Purchases and sales of Company
Stock shall be handled in accordance with the following rules and such
additional procedures, consistent with such rules, that the Administrator may
establish from time to time:

                  (1) The Plan will acquire shares of Company Stock from the
            Company through original issuance of shares, purchase of shares from
            the Service Corporation International treasury or through national
            securities exchange, or pursuant to other arrangements mutually
            agreed upon by the Company and the Applicable Fiduciary. In making
            purchases of Company Stock, the Applicable Fiduciary shall exercise
            its discretion with respect to the timing of such purchases and the
            determination of the prices assigned to shares of Company Stock as
            the Trustee deems appropriate.

                  (2) With respect to any transaction that involves a party in
            interest (as defined in Section 3(14) of ERISA), purchases and sales
            of shares of Company Stock for which there is a generally recognized
            market shall be made by the Applicable Fiduciary either (i) at the
            price of such shares prevailing on a national securities exchange
            which is registered under section 6 of the Securities Exchange Act
            of 1934 ("National Securities Exchange") or, (ii) if such shares are
            not traded on any National Securities Exchange, at a price equal to
            the mean of the current bid and asked prices of such shares on any
            generally recognized market on the same day of such purchase or sale
            as quoted by persons independent of the issuer and of any parties in
            interest (as defined in this Subsection), or on the last trading day
            during which there were sales of such shares if there are no sales
            on the same day of such purchase or sale. In the event that
            purchases and sales involve a party in interest (as defined in this
            Subsection) and are made with respect to shares of Company Stock for
            which there is no generally recognized market, the price shall be in
            the case of a purchase no more than, and in the case of a sale no
            less than, the fair market value of such shares as determined in
            good faith by the Applicable Fiduciary pursuant to the terms of the
            Plan and in accordance with applicable provisions of ERISA or other
            applicable federal law and regulatory guidance issued thereunder.
            The Applicable Fiduciary may, in its discretion, defer the purchase
            of Company Stock or limit the daily volume of its purchase of such
            stock to the extent that such action is deemed by it to be in the
            best interests of Participants or as is required by applicable law
            or regulatory authority.

                  (3) The Applicable Fiduciary may, in its discretion, make
            separate trades or match the purchase and sale orders scheduled for
            a transaction and transact the net purchase or sale, whichever the
            case may be. The price per share allocated to each purchase or sale
            order shall be the price transacted for the "net" shares on the
            transaction date selected by the Applicable Fiduciary. The price
            transacted for a "net" transaction shall be the price paid or
            obtained in the case of a single transaction, and the weighted
            average of the prices paid or obtained, as applicable, in the case
            of multiple transactions.

<PAGE>

                  (4) Any brokerage commissions, transfer fees and other
            expenses actually incurred in any such sale or purchase shall be
            equitably allocated and added to the cost or subtracted from the
            proceeds of all purchases or sales, as the case may be, effected on
            a transaction day, whether pursuant to the netting process described
            above, or pursuant to actual separate transactions in accordance
            with a Participant's direction. No commissions or other fees shall
            be payable with respect to any transaction that is not on the open
            market and involves the Plan and a party in interest.

                  (5) Allocations to Participants' Accounts will be made in full
            and fractional shares.

                  (6) A Participant may direct the Administrator (or its
            delegate) to use any available cash or funds held for him under the
            Plan and Trust to exercise any options, rights or warrants issued
            with respect to Company Stock in his Account. In the absence of such
            direction, or if there are no available funds, any such option,
            right or warrant having a market value shall be sold for the
            Participant's Account.

      (i) Dividends. All dividends or other distributions attributable to shares
of Company Stock held in the Company Stock Fund shall be allocated to the
Participant whose Account is credited with such shares.

      (j) Distribution of Accrued Benefits. To the extent invested in Company
Stock, a Participant's Account which is payable under the Plan may be
distributed in Company Stock or in cash or partly in Company Stock and partly in
cash. To reduce such Company Stock to cash, the Trustee may sell such Company
Stock to the Employer on the open market on a recognized exchange with which the
Company Stock is registered. The proceeds of such sales of Company Stock shall
be included in such Participant's Account. In making sales of Company Stock for
distribution the Trustee shall exercise its discretion with respect to the
timing of such sales. If Stock is sold to the Employer, the sales price shall be
determined in the manner set forth above for determining the price of Company
Stock sold to the Employer. No commissions or other fees shall be payable with
respect to any transaction with the Employer.

      (k) A Participant (other than an Insider subject to the provisions of 6.6
below) may liquidate any or all of the balance in his Company Stock Fund and
transfer the proceeds to any other investment funds available in the Plan and a
Participant may transfer the proceeds of other investment funds into the Company
Stock Fund with the same frequency and according to the same procedure that such
Participant invests in any other investment fund offered by the Plan.

2.0 VOTING AND TENDER OF COMPANY STOCK.

      The Applicable Fiduciary's voting, tender, and exercise of rights other
than voting rights with respect to Company Stock shall be governed by the
following provisions:

      (a) Each Participant (or Beneficiary of a deceased Participant) is hereby
designated as a "named fiduciary" (within the meaning of Sections 402(a)(2) and
403(a)(1) of ERISA) with respect to (i) the shares of Company Stock allocated to
his Account, and (ii) a pro rata portion of the shares of Company Stock
allocated to the Accounts of Participants who do not direct the Applicable
Fiduciary as to how such shares should be voted, and shall have the right to
direct the Applicable Fiduciary with respect to the vote of the shares of
Company Stock allocated to his Account, on each matter brought before any
meeting of the stockholders of the Employer. Upon timely receipt of such
directions, the Applicable Fiduciary shall vote as directed the number of shares
(including fractional shares (which shall be aggregated into whole shares of the
Company's Common Stock and voted only to the extent of the last whole share)) of
Company Stock allocated to such Participant's Account. The Applicable Fiduciary
shall have no discretion in such matter. The instructions received by the
Applicable Fiduciary from Participants (or Beneficiaries) shall be held by the
Applicable Fiduciary in confidence and shall not be divulged to any person
including the Plan Administrator or any officer or employee of the Employer. The
Applicable Fiduciary shall vote allocated shares of Company Stock for which it
has not received direction in the same proportion as directed shares are voted
and the Applicable Fiduciary shall have no discretion in such matter. In
determining such proportion, the Applicable Fiduciary shall under all
circumstances include in its calculation the votes of Participants (or
Beneficiaries) on all shares allocated to Participants' Accounts, giving effect
to all affirmative directions by Participants (or Beneficiaries), including
directions to vote for or against, to abstain or to withhold the vote, but shall
exclude from its calculation all allocated shares of such stock for which no
direction has been received.

      (b) Each Participant (or Beneficiary of a deceased Participant) is hereby
designated as a "named fiduciary" (within the meaning of Sections 402(a)(2) and
403(a)(1) of ERISA) with respect to the (i) shares of Company Stock allocated to
his Account and shall have the right, to the extent of the number of whole
shares of Company Stock allocated to his Account, to direct the Applicable
Fiduciary in writing as to the manner in which to exercise rights (other than
voting rights with respect to such shares) with respect to any decisions or
elections involving warrants, conversion rights, "poison pill" rights, elections
with respect to rights offerings or any other rights similar to the foregoing.
Upon timely receipt of such directions, the Applicable

<PAGE>

Fiduciary shall respond as instructed with respect to such shares of Company
Stock. The instructions received by the Applicable Fiduciary from Participants
(or Beneficiaries) shall be held by the Applicable Fiduciary in confidence and
shall not be divulged to any person, including the Plan Administrator or any
officer or employee of the Employer. If the Applicable Fiduciary shall not
receive timely instruction from a Participant (or Beneficiary) as to the manner
in which to exercise a right other than a voting right, the Applicable Fiduciary
shall not exercise any such right with respect to an allocated share of Company
Stock with respect to which such Participant (or Beneficiary) has the right to
direction, and the Applicable Fiduciary shall have no discretion in such matter.

      (c) Subject to the specific requirements applicable to Tender Offers as
set forth below, the Applicable Fiduciary shall notify the Participants (or
Beneficiaries of deceased Participants) of each occasion for the exercise of
voting rights and rights other than voting rights within a reasonable time
before such rights are to be exercised. This notification shall include all the
information (including any proxy solicitation materials) that the Employer
distributes to shareholders regarding the exercise of such rights, as well as a
form requesting confidential directions to the Applicable Fiduciary on how such
shares of Company Stock allocated to such Participant's Account shall be voted
on each such matter. The proxy solicitation materials described in the preceding
sentence shall be the same as those for shareholders of Company Stock generally,
and shall comply with applicable state and federal law and the Employer's
charter and bylaws as generally applicable to shareholders of such stock. The
Applicable Fiduciary shall not make recommendations to Participants (or
Beneficiaries) on whether to vote or how to vote. The instructions received by
the Applicable Fiduciary from Participants (or Beneficiaries) shall be held by
the Applicable Fiduciary in confidence and shall not be divulged to any person,
including the Plan Administrator, or any officer or employee of the Employer;
provided, however, that the Applicable Fiduciary shall advise any officer of the
Employer at any time upon request, of the total number of shares of such Company
Stock that it has been instructed to vote in favor of each matter for which a
vote was solicited, the total number of shares of such stock that it has been
instructed not to vote in favor of each such matter and the total number of
shares in respect of which it has received no instructions.

      (d) In the event of a Tender Offer, as defined herein, the Administrator
shall direct the Applicable Fiduciary to take those steps reasonably necessary
to furnish information to, and request instructions from, each Participant (or
Beneficiary) who has shares of Company Stock allocated to his Account in
substantially the same manner as with respect to the shareholders of such stock
generally. In that regard, the Applicable Fiduciary shall:

                  (1) Inform each Participant (or Beneficiary) as to the
            existence of the Tender Offer; provided, however, the Applicable
            Fiduciary shall not make any recommendations with respect to such
            Tender Offer;

                  (2) Transmit to each Participant (or Beneficiary) such written
            information and other materials relative to the Tender Offer as are
            made available by the persons or entities making such Tender Offer
            to the shareholders of such stock generally;

                  (3) Request written instructions from each Participant (or
            Beneficiary) as to whether or not to tender or exchange the shares
            of such stock allocated to his Account; and

                  (4) Use reasonably diligent efforts to effect, on a
            nondiscriminatory basis, the tender or exchange of allocated shares
            of such stock in accordance with the written instructions received
            from the Participants and Beneficiaries.

      The number of shares to which a Participant's (or Beneficiary's)
      instructions apply will be the total number of shares allocated to his
      Account, regardless of whether the shares are vested, as of the close of
      business on the day preceding the date on which the Tender Offer
      commences. In accordance with the terms and conditions of the Tender
      Offer, the Applicable Fiduciary will tender or exchange those shares of
      stock that it has been properly instructed to tender or exchange, and it
      will not tender or exchange those shares that it has not been properly
      instructed to tender or exchange. Instructions to the Applicable Fiduciary
      from a Participant (or Beneficiary) to tender or exchange shares will not
      be deemed to be a withdrawal or suspension from the Plan or a forfeiture
      of any portion of such person's interest in the Plan. Shares of Company
      Stock that are not tendered or exchanged pursuant to valid instructions
      shall remain invested in such stock.

      For purposes of this Subsection C-3(d), the term "Tender Offer" means
      collectively (a) a cash tender offer, which includes a tender offer for,
      or request or invitation for tenders of, shares of Company Stock in
      exchange for cash as made to the Applicable Fiduciary or to the
      shareholders of such stock generally, and (b) an exchange offer, which
      includes a tender offer for, or request or invitation for tenders of any
      shares of Company Stock in exchange for any consideration other than all
      cash, as made to the Applicable Fiduciary or to the shareholders of such
      stock generally.

<PAGE>

3.0 SECTION 16(B) RESTRICTIONS ON INSIDERS:

      In accordance with Rule 16b-3 promulgated under Section 16 of the Act and
notwithstanding any other provisions of the Plan or this Addendum to the
contrary, the following rules shall apply, to any officer, director or 10%
shareholder of the Employer (an "Insider").

      (a) New Investment in Company Stock Fund. An Insider shall be allowed to
invest in the Company Stock Fund on the same basis as other Participants with
respect to any Elective Deferrals, or Company contributions allocated to his
Account, whether vested or non-vested and with respect to any loan repayments
and without regard to any transfers of previously invested contributions into or
out of the Company Stock Fund.

      (b) Transfer from Other Investments Into the Company Stock Fund. An
Insider shall be allowed to sell any other investment option offered by the Plan
and elect to transfer the proceeds of such sale in his Accounts to the Company
Stock Fund provided that such election is made at least six months following the
date of the most recent election to transfer amounts out of the Company Stock
Fund or take a cash distribution or loan from any plan of the Employer which
holds Company Stock.

      (c) Transfer Out of the Company Stock Fund to Another Investment. An
Insider shall be allowed to sell an investment in the Company Stock Fund and
transfer the proceeds of such sale to an investment in any other investment
option offered by the Plan provided that such investment in the Company Stock
Fund is effected pursuant to an election made at least six months following the
date of the most recent election by such Insider to transfer money into the
Company Stock Fund from any other investment.

      (d) In-service Withdrawal or Loan From Company Stock Fund. To the extent
that an Insider would otherwise be allowed to take an in-service withdrawal or
loan from the Plan, such in-service cash withdrawal or loan may be made from the
Insider's investment in the Company Stock Fund only if made six months after the
Insider's most recent election to transfer money from another investment option
offered by the Plan to the Company Stock Fund.

      (e) Distributions and QDROs. Notwithstanding the above provisions, an
Insider may take an in-service withdrawal in Company Stock (to the extent that
such withdrawal would otherwise be allowed) and may take a distribution in
either cash or Company Stock upon termination of employment with the Employer or
Disability. Any distribution pursuant to a qualified domestic relations order
will not be subject to any restrictions on sale or distribution of Company
Stock.

4.0 COMPANY CONTRIBUTIONS MADE IN COMPANY STOCK.

      All Company Matching Contributions and other contributions made by the
Company other than Elective Deferrals shall be made in Company Stock unless the
Company, by action of its Board of Directors, shall specify that such
contributions shall be made in cash. Prior to making any such contribution, the
Company shall specify the amount to be contributed in a notice to the Applicable
Fiduciary. The Applicable Fiduciary shall determine the price assigned to and
the number of shares necessary to satisfy the amount of such contribution (based
on the closing price of such shares on a national securities exchange as of the
day immediately prior to such determination and such other factors as the
Applicable Fiduciary may in its discretion deem appropriate) and shall provide
notice to the Company on the date of such determination of the number of shares
required to be contributed. The Company shall contribute such shares through
original issuance of shares, purchase from the Company's treasury, purchase
through national securities exchange, or pursuant to other arrangements mutually
agreed upon by the Company and the Applicable Fiduciary. Shares of Company Stock
contributed by the Company shall be held in the Company Stock Fund and shall be
subject to all relevant provisions of the Plan and this Addendum B."

<PAGE>

                                ADDENDUM C TO THE
                       SCI 401(K) RETIREMENT SAVINGS PLAN

      Notwithstanding anything in the Plan or Adoption Agreement to the
contrary, effective as of July 1, 2001, any Employee who has satisfied the
requirements for participation in the Plan, and who has not executed a Deferred
Salary Agreement, or notified the Plan Administrator in writing that he or she
wishes to reject participation in the Plan, shall be automatically enrolled as a
Participant in the Plan effective as of the date that such Employee satisfies
the eligibility requirements of the Plan or July 1, 2001, whichever occurs
later; provided, however, that no Employee shall be automatically enrolled in
the Plan unless such Employee receives reasonable notice (not less than thirty
(30) days in advance) of such automatic enrollment. Such notice shall include a
statement that the Employee may prevent automatic enrollment by notice to the
Plan Administrator and shall include the directions necessary for the Employee
to prevent automatic enrollment. A Participant who is automatically enrolled in
the Plan pursuant to this Addendum C shall be deemed to have elected to
contribute 3% of Compensation as an Elective Deferral to the Plan. Such amounts,
as well as any matching contributions or other contributions made on behalf of
such Participant shall be subject to all the terms and conditions of the Plan.
The Participant shall have the right to direct the investment of such Elective
Deferral to any investment fund available under the Plan, but if such
Participant does not direct the investment of such amounts, the Plan
Administrator shall direct the investment of such amounts. A Participant who is
automatically enrolled in the Plan may elect to cease participation in the Plan
at any time, by giving notice to the Plan Administrator. Such Participant's
cessation of participation shall be effective as soon as administratively
feasible after the Plan Administrator receives such notice. No Employee shall be
automatically enrolled in the Plan if such enrollment would cause the Plan to
fail to satisfy any provision of the Code or ERISA or any of the limitations on
contributions set forth in the Plan.

<PAGE>

                                ADDENDUM D TO THE
                       SCI 401(K) RETIREMENT SAVINGS PLAN

      The classification of Employees eligible to participate in the Plan shall
include all Employees of CemCare, Inc. ("CemCare") except those Employees of
CemCare covered by a collective bargaining agreement if such agreement does not
specifically provide for participation in the Plan and provided, however, that
Employees of CemCare shall not be eligible to participate in any Company
Qualified Nonelective Contributions, Company Qualified Matching Contributions or
Company Profit Sharing Contributions. Further, notwithstanding any provisions of
the Plan to the contrary the Company Matching Contributions made with respect to
Elective Deferrals made by any CemCare Employee shall be limited to 50% of such
Elective Deferrals which do not exceed 6% of Compensation.

<PAGE>

                                ADDENDUM E TO THE
                       SCI 401(k) RETIREMENT SAVINGS PLAN

                         "GOOD FAITH EGTRRA AMENDMENTS"

      The following addendum shall be added to the Plan for the purpose of
adopting "good faith" amendments and superseding inconsistent Plan provisions to
comply with the Economic Growth and Tax Relief Reconciliation Act of 2001
("EGTRRA") according to the provisions of IRS Notice 2001-56.

      PREAMBLE

      1.    Adoption and effective date of amendment. This amendment of the Plan
            is adopted to reflect certain provisions of EGTRRA. This amendment
            is intended as good faith compliance with the requirements of EGTRRA
            and is to be construed in accordance with EGTRRA and guidance issued
            thereunder. Except as otherwise provided, this amendment shall be
            effective as of the first day of the first plan year beginning after
            December 31, 2001.

      2.    Supersession of inconsistent provisions. This amendment shall
            supersede the provisions of the Plan to the extent those provisions
            are inconsistent with the provisions of this amendment.

      SECTION 1. LIMITATION ON CONTRIBUTIONS

      1.    Effective date. This section shall be effective for Limitation Years
            beginning after December 31, 2001.

      2.    Maximum annual addition. Except to the extent permitted under
            Section 5 of this amendment and section 414(v) of the Code, if
            applicable, the annual addition that may be contributed or allocated
            to a Participant's account under the Plan for any limitation year
            shall not exceed the lesser of:

            (a) $40,000, as adjusted for increases in the cost-of-living under
                  section 415(d) of the Code, or

            (b) 100 percent of the Participant's Compensation, within the
                  meaning of section 415(c)(3) of the Code, for the Limitation
                  Year.

            The Compensation limit referred to in (b) shall not apply to any
            contribution for medical benefits after separation from service
            (within the meaning of section 401(h) or section 419A(f)(2) of the
            Code) which is otherwise treated as an annual addition.

      SECTION 2. INCREASE IN COMPENSATION LIMIT

            The annual Compensation of each Participant taken into account in
      determining the allocations for any Plan Year beginning after December 31,
      2001, shall not exceed $200,000, as adjusted for cost-of-living increases
      in accordance with section 401(a)(17)(B) of the Code. Annual Compensation
      means Compensation during the calendar year in which the Plan Year ends
      (the determination period). The cost-of-living adjustment in effect for a
      calendar year applies to annual compensation for the determination period
      that begins with or within such calendar year.

      SECTION 3. MODIFICATION OF TOP-HEAVY RULES

      1.    Effective date. This section shall apply for purposes of determining
                  whether the Plan is a top-heavy plan under section 416(g) of
                  the Code for Plan Years beginning after December 31, 2001, and
                  whether the Plan satisfies the minimum benefits requirements
                  of section 416(c) of the Code for such years. This section
                  amends Article IX of the Plan.

      2.    Determination of top-heavy status.

            2.1 Key Employee. Key Employee means any Employee or former Employee
            (including any deceased Employee) who at any time during the Plan
            Year that includes the determination date was an officer of the
            Employer having annual Compensation greater than $130,000 (as
            adjusted under section 416(i)(1) of the Code for Plan Years
            beginning after December 31, 2002), a 5-percent owner of the
            Employer, or a 1-percent owner of the Employer having annual
            Compensation of more than $150,000. For this purpose, annual
            Compensation means Compensation within the meaning of section
            415(c)(3) of the Code. The determination of who is a Key Employee
            will be made in accordance with section 416(i)(1)(A) of the Code and
            the applicable regulations and other guidance of general
            applicability issued thereunder.

<PAGE>

            2.2 Determination of present values and amounts. This section 2.2
            shall apply for purposes of determining the present values of
            accrued benefits and the amounts of account balances of Employees as
            of the determination date.

            2.2.1 Distributions during year ending on the determination date.
            The present values of accrued benefits and the amounts of account
            balances of an Employee as of the determination date shall be
            increased by the distributions made with respect to the Employee
            under the Plan and any plan aggregated with the Plan under section
            416(g)(2) of the Code during the 1-year period ending on the
            determination date. The preceding sentence shall also apply to
            distributions under a terminated plan which, had it not been
            terminated, would have been aggregated with the Plan under section
            416(g)(2)(A)(i) of the Code. In the case of a distribution made for
            a reason other than separation from service, death, or disability,
            this provision shall be applied by substituting "5-year period" for
            "1-year period."

            2.2.2 Employees not performing services during year ending on the
            determination date. The accrued benefits and accounts of any
            individual who has not performed services for the employer during
            the 1-year period ending on the determination date shall not be
            taken into account.

      3. Minimum Benefits.

            3.1 Matching contributions. Employer matching contributions shall be
            taken into account for purposes of satisfying the minimum
            contribution requirements of section 416(c)(2) of the Code and the
            Plan. The preceding sentence shall apply with respect to matching
            contributions under the Plan or, if the Plan provides that the
            minimum contribution requirement shall be met in another plan, such
            other plan. Employer matching contributions that are used to satisfy
            the minimum contribution requirements shall be treated as matching
            contributions for purposes of the actual contribution percentage
            test and other requirements of section 401(m) of the Code.

            3.2 Modification of Top-Heavy Rules. The top-heavy requirements of
            section 416 of the Code and Article IX of the Plan shall not apply
            in any year beginning after December 31, 2001, in which the Plan
            consists solely of a cash or deferred arrangement which meets the
            requirements of section 401(k)(12) of the Code and matching
            contributions with respect to which the requirements of section
            401(m)(11) of the Code are met.

      SECTION 4. DIRECT ROLLOVERS OF PLAN DISTRIBUTIONS

      1.    Effective date. This section shall apply to distributions made after
            December 31, 2001.

      2.    Modification of definition of eligible retirement plan. For purposes
            of the direct rollover provisions in Section 6.14 of the Plan, the
            eligible retirement plan shall also mean an annuity contract
            described in section 403(b) of the Code and an eligible plan under
            section 457(b) of the Code which is maintained by a state, political
            subdivision of a state, or any agency or instrumentality of a state
            or political subdivision of a state and which agrees to separately
            account for amounts transferred into such plan from this Plan. The
            definition of eligible retirement plan shall also apply in the case
            of a distribution to a surviving spouse, or to a spouse or former
            spouse who is the alternate payee under a qualified domestic
            relations order, as defined in section 414(p) of the Code.

      3.    Modification of definition of eligible rollover distribution to
            exclude hardship distributions. For purposes of the direct rollover
            provisions in Section 6.14 of the Plan, any amount that is
            distributed on account of hardship shall not be an eligible rollover
            distribution and the distributee may not elect to have any portion
            of such distribution paid directly to an eligible retirement plan.

      4.    Rollovers from other plans. The Plan will accept a direct rollover
            of an eligible rollover distribution from (i) a qualified plan
            described in section 401(a) or 403(a) of the Code, excluding
            after-tax contributions or an eligible plan under section 457(b) of
            the Code which is maintained by a state, political subdivision of a
            state, or any agency or instrumentality of a state or political
            subdivision of a state.

      SECTION 5. CATCH-UP CONTRIBUTIONS

      Effective for contributions made after December 31, 2001, all employees
      who are eligible to make elective deferrals under this Plan and who have
      attained age 50 before the close of the Plan Year shall be eligible to
      make catch-up contributions in accordance with, and subject to the
      limitations of, section 414(v) of the Code. Such catch-up

<PAGE>

      contributions shall not be taken into account for purposes of the
      provisions of the Plan implementing the required limitations of sections
      402(g) and 415 of the Code. The Plan shall not be treated as failing to
      satisfy the provisions of the Plan implementing the requirements of
      section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as
      applicable, by reason of the making of such catch-up contributions.

      SECTION 6. SUSPENSION PERIOD FOR HARDSHIP WITHDRAWALS

      A Participant who receives a distribution of elective deferrals after
      December 31, 2001, on account of hardship shall be prohibited from making
      elective deferrals and employee contributions under this and all other
      plans of the Employer for 6 months after receipt of the distribution. A
      Participant who receives a distribution of elective deferrals in calendar
      year 2001 on account of hardship shall be prohibited from making elective
      deferrals and employee contributions under this and all other plans of the
      Employer for 6 months after receipt of the distribution or until January
      1, 2002, if later.

      SECTION 7. DISTRIBUTION UPON SEVERANCE FROM EMPLOYMENT

      1.    Effective date. This section shall apply for distributions after
            December 31, 2001 regardless of when the severance from employment
            occurs.

      2.    New distributable event. A Participant's Elective Deferrals,
            qualified nonelective contributions, qualified matching
            contributions, and earnings attributable to these contributions
            shall be distributed on account of the Participant's severance from
            employment. However, such a distribution shall be subject to the
            other provisions of the Plan regarding distributions, other than
            provisions that require a separation from service before such
            amounts may be distributed.

      SECTION 8. REPEAL OF MULTIPLE USE TEST

            The multiple use test described in Treasury Regulation section
      1.401(m)-2 and Article XII of the Plan shall not apply for Plan Years
      beginning after December 31, 2001.

      SECTION 9. PLAN LOANS FOR OWNER-EMPLOYEES AND SHAREHOLDER EMPLOYEES

            Effective for plan loans made after December 31, 2001, Plan
      provisions prohibiting loans to any owner-employee or shareholder-employee
      shall cease to apply.