<Page>
                                                        BASIC PLAN DOCUMENT #05
03/24/95                                                              PLAN #002
                                                IRS LETTER SERIAL NO.: D363689a

                     PRISM(R) PROTOTYPE RETIREMENT PLAN & TRUST

                          SECTION 401(k) PROFIT SHARING PLAN
                                (NONSTANDARDIZED)

                               ADOPTION AGREEMENT(1)

The Employer(2), designated below, hereby establishes a profit-sharing plan
(optionally including a cash or deferred arrangement (as defined in Section
401(k) of the Internal Revenue Code)) for all Eligible Employees as defined in
this Adoption Agreement pursuant to the terms of the PRISM(R) PROTOTYPE
RETIREMENT PLAN & TRUST BASIC PLAN DOCUMENT # 05.

A.   EMPLOYER INFORMATION:

     1.   NAME: ABBOTT LABORATORIES

     2.   ADDRESS: 268 EAST FOURTH STREET

     3.   ADDRESS: ASHLAND, OHIO 44805

     4.   ATTENTION: ESSEX MITCHELL, JR.      TELEPHONE: (419) 282-5258

     5.   EMPLOYER TAXPAYER IDENTIFICATION NUMBER(3): 36-0698440

B.   BASIC PLAN PROVISIONS:

     1.   PLAN NAME (SELECT ONE):

       a. /X/  This plan is established effective SEPTEMBER 1, 1996, (the
               "Effective Date") as a profit sharing plan and trust (optionally
               with a "cash or deferred arrangement" as defined in Code
               Section 401(k)) to be known as ABBOTT LABORATORIES ASHLAND UNION
               401(k) Plan and Trust (the "Plan") in the form of the PRISM(R)
               PROTOTYPE RETIREMENT PLAN & TRUST.

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(1)  Footnotes in this Adoption Agreement are not to be construed as part of the
     Plan provisions but are explanatory only. To the extent a footnote is
     inconsistent with the provisions of the Basic Plan Document or applicable
     law, the provisions of the Plan shall be construed in conformity with the
     Basic Plan Document or law.
(2)  Terms that are capitalized are defined in the PRISM(R) PROTOTYPE RETIREMENT
     PLAN & TRUST BASIC PLAN DOCUMENT.
(3)  The Plan will have an individual TIN, distinct from the Employer TIN.

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       b. / /  This plan is an amendment and restatement in the form of the
               PRISM(R) PROTOTYPE RETIREMENT PLAN & TRUST, effective ________,
               19__, (the "Effective Date") of the _______ Plan and Trust (the
               "Plan"), originally effective as of _______, 19__ (the "Original
               Effective Date").

     2.   EMPLOYER'S THREE DIGIT PLAN NUMBER: 005

     3.   COMMITTEE MEMBERS(4): See page 2B

     4.   DEFINITIONS:

          a.   COMPENSATION for allocation purposes:

               i    Will be determined over the following applicable period
                    (select only one):

                    (a) /X/  the Plan Year
                    (b) / /  the period of Plan participation during the Plan
                             Year
                    (c) / /  a consecutive 12 month period commencing on and
                             ending with, or within, the Plan Year.

               ii /X/  If selected, Compensation will include Employer
                       contributions made pursuant to a Salary Reduction
                       Agreement, or other arrangement, which are not includible
                       in the gross income of the Employee under Sections 125,
                       402(e)(3), 402(h)(1)(B) or 403(b) of the Internal Revenue
                       Code.

               iii  Shall NOT include (select as many as desired):

                    (a) /X/  Bonuses
                    (b) /X/  Commissions
                    (c) / /  Taxable fringe benefits identified below:
                             ___________

                    (d) /X/   Other items of remuneration identified below:
                              OVERTIME AND SHIFT PREMIUM, LUMP SUM VACATION PAY,
                              SICK PAY, AND FRINGE BENEFITS (CASH AND NON-CASH)

               iv   Shall be limited to $_____, which shall be the maximum
                    amount of compensation considered for plan allocation
                    purposes (but not for testing purposes), and may not be an
                    amount in excess of the Internal

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(4)  Committee members direct the day to day operation of the Plan. Committee
     members serve at the pleasure of the Employer. See Section 11.4 for changes
     in Committee membership. If no Committee members are specified, the
     Employer shall assume responsibility for the operations of the Plan.


                                    PAGE 2A
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The individuals then serving on the Employee Benefits Board of Review of Abbott
Laboratories shall appoint a Committee to serve as Plan Administrator of the
Plan. The current Committee members shall be the Director of Benefits
Administration, Corporate, of Abbott Laboratories, or if there is no such person
by that title, such other person acting in a similar capacity, and the Director
of Human Resources, Abbott Ashland, or if there is no person by that title, such
other person acting in a similar capacity. In the event of a deadlock on any
matter that is voted on by the Committee, the Employee Benefits Board of Review
shall vote on such matter and the decision of the Employee Benefits Board of
Review shall control on such matter.


                                       2B
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                    Revenue Code Section 401(a)(17) limit in effect for the
                    Plan Year(5). If no amount is specified, Compensation
                    shall be limited to the Internal Revenue Code Secton
                    401(a)(17) amount, as adjusted by the Secretary of the
                    Treasury from time to time.

          b.   EARLY RETIREMENT DATE.

              i     /X/  is not applicable to this Plan

              ii    / /  is the latter of the date on which the Participant
                    attains age ___ (not less than 55) and the date on which
                    the Participant completes ___ Years of Service.

          c.   HOUR OF SERVICE shall be determined on the basis of the method
               selected below. Only one method may be selected. The method
               shall be applied to all Employees covered under the Plan as
               follows (select only one):

              i     /X/  On the basis of actual hours for which an Employee
                    is paid, or entitled to be paid.

              ii    / /  On the basis of days worked. An Employee shall be
                    credited with ten (10) Hours of Service if under Section
                    1.1(U) of the Plan such Employee would be credited with
                    at least one (1) Hour of Service during the day.

              iii   / /  On the basis of weeks worked. An Employee shall be
                    credited with forty-five (45) Hours of Service if under
                    Section 1.1(U) of the Plan such Employee would be
                    credited with at least one (1) Hour of Service during the
                    week.
              iv    / /  On the basis of semi-monthly payroll periods. An
                    Employee shall be credited with ninety-five (95) Hours of
                    Service if under Section 1.1(U) of the Plan such Employee
                    would be credited with at least one (1) Hour of Service
                    during the semi-monthly payroll period.
              v     / /  On the basis of months worked. An Employee shall be
                    credited with one hundred ninety (190) Hours of Service
                    if under Section 1.1(U) of the Plan such Employee would
                    be credited with at least one (1) Hour of Service during
                    the month.

          d.   LIMITATION YEAR shall mean the 12 month period commencing on
               JANUARY 1 and ending on DECEMBER 31.

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(5)  If no amount is specified, the maximum amount of Compensation allowed under
     Code Section 401(a)(17) (the "$150,000 limit" ("$200,000 limit" prior to
     the Plan Year beginning before January 1, 1994)), as adjusted from time to
     time, shall be used.


                                    PAGE 3
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          e.   NORMAL RETIREMENT DATE for each Participant shall mean (select
               one):

              i    /X/  the date the Participant attains age: 65 (not to
                   exceed 65)
              ii   / /  the latter of the date the Participant attains age __
                   (not to exceed 65) or the ____ (not to exceed 5th)
                   anniversary of the participation commencement date. If for
                   the Plan Years beginning before January 1, 1988, Normal
                   Retirement Date was determined with reference to the
                   anniversary of the participation commencement date (more
                   than 5 but not to exceed 10 years), the anniversary date
                   for Participants who first commenced participation under
                   the Plan before the first Plan Year beginning on or after
                   January 1, 1988 shall be the earlier of (A) the tenth
                   anniversary of the date the Participant commenced
                   participation in the Plan (or such anniversary as had been
                   elected by the employer, if less than 10) or (B) the fifth
                   anniversary of the first day of the first Plan Year
                   beginning on or after January 1, 1988. Notwithstanding any
                   other provisions of the Plan, the participant commencement
                   date is the first day of the first Plan Year in which the
                   Participant commenced participation in the Plan.

          f.   PERMITTED DISPARITY LEVEL, for purposes of allocating Employer
               Contributions, shall mean (select only one):

              i    /X/  Not applicable - the Plan does not use permitted
                   disparity.
              ii   / /  The Taxable Wage Base, which is the contribution and
                   benefit base under section 230 of the Social Security Act
                   at the beginning of the year.
              iii  / /  ___% (not greater than 100%) of the Taxable Wage Base
                   as defined in B(4)(f)(ii) above.
              iv   / /  $______, provided that the amount does not exceed the
                   Taxable Wage Base as defined in B(4)(f)(ii) above.

          g.   PLAN YEAR shall mean (select and complete only one of the
               following):

              i    /X/  the 12-consecutive month period which coincides with
                   the Limitation Year. The first Plan Year shall be the
                   period commencing on the Effective Date and ending on the
                   last day of the Limitation Year.
              ii   / /  the 12-consecutive month period commencing on ______,
                   19___, and each annual anniversary thereof.
              iii  / /  the calendar year (January 1 through December 31).

                                   PAGE 4
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          h.   QUALIFIED DISTRIBUTION DATE, for purposes of making
               distributions under the provisions of a Qualified Domestic
               Relations Order (as defined in Internal Revenue Code Section
               414(p)), /X/ SHALL / / SHALL NOT be the date the order is
               determined to be qualified. If SHALL is selected, the
               Alternate Payee will be entitled to an immediate distribution
               of benefits as directed by the Qualified Domestic Relations
               Order. If SHALL NOT is selected, the Alternate Payee may only
               take a distribution on the earliest date that the Participant
               is entitled to a distribution.

          i.   SPOUSE:

               / /  If selected, Spouse shall mean only that person who has
                    actually been the Participant's spouse for at least one
                    year.

          j.   YEAR OF SERVICE shall mean:

               i    For ELIGIBILITY purposes (select one of the following):

                    (a) / / the 12 consecutive months during which an Employee
                            is credited with ___ (not more than 1000) Hours of
                            Service.
                    (b) /X/ a Period of Service (using the elapsed time method
                            of counting Service, as described in Section
                            1.1(N)(3) of the Plan).

               ii   For ALLOCATION accrual purposes (select one of the
                    following):

                    (a) / / the 12 consecutive months during which an Employee
                            is credited with ___ (not more than 1000) Hours of
                            Service.
                    (b) /X/ a Period of Service (using the elapsed time method
                            of counting Service, as described in Section
                            1.1(N)(3) of the Plan).

               iii  For VESTING service purposes (select one of the following):

                    (a) / / the 12 consecutive months during which an Employee
                            is credited with ___ (not more than 1000) Hours of
                            Service.
                    (b) /X/ a Period of Service (using the elapsed time method
                            of counting Service, as described in Section
                            1.1(N)(3) of the Plan).

               iv   For purpose of computing Years of Service in plans where
                    Year of Service is defined in terms of Hours of Service),
                    the consecutive 12 month period shall be:


                                    PAGE 5
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                    (a)  For ELIGIBILITY purposes, the first Year of Service
                         shall be computed using the 12 month period commencing
                         on the Employee's date of hire and ending on the first
                         annual anniversary of the Employee's date of hire (the
                         "Initial Computation Period"). In the event an employee
                         does not complete an eligibility Year of Service during
                         this initial computation period, the computation period
                         shall be (select only one):

                           (1) / /  the period commencing on each annual
                                    anniversary of the Employee's date of hire
                                    and ending on the next annual anniversary of
                                    the Employee's date of hire.
                           (2) / /  the Plan Year, commencing with the Plan Year
                                    in which the Initial Computation Period
                                    ends.

                    (b)  For VESTING purposes, Years of Service shall be
                         computed on the basis of:

                           (1) / /  the period commencing on each annual
                                    anniversary of the Employee's date of hire
                                    and ending on the next annual anniversary of
                                    the Employee's date of hire.
                           (2) / /  the Plan Year, commencing with the first
                                    Plan Year an Employee completes an Hour of
                                    Service.

                    (c)  For ALLOCATION accrual purposes, Year of Service shall
                         be computed on the basis of the Plan Year.

               v  / /  For ELIGIBILITY purposes, Years of Service with the
                       following Predecessor Employers shall count in fulfilling
                       the eligibility requirements for this Plan:
                       _________

               vi / /  For VESTING purposes, Years of Service with the following
                       Predecessor Employers shall count for purposes of
                       determining the nonforfeitable amount of a Participant's
                       account:

     5.   COVERAGE:

          This Plan is extended by the Employer to the following Employees
          who have met the eligibility requirements (select as many as
          appropriate):

              i    / /   All Employees
              ii   / /   Salaried Employees
              iii  / /   Sales Employees


                                    PAGE 6
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              iv   / /   Hourly Employees
              v    / /   Leased Employees
              vi   / /   All Employees except (select as applicable):

                         (a) / / those who are members of a unit of Employees
                                 covered by a collective bargaining agreement
                                 between the Employer and Employee
                                 representatives, if retirement benefits were
                                 the subject of good faith bargaining and if two
                                 percent or less of the Employees who are
                                 covered pursuant to that agreement are
                                 professionals as defined in Section 1.410(b)-9
                                 of the Regulations. For this purpose, the term
                                 "Employee representative" does not include any
                                 organization more than half of whose members
                                 are Employees who are owners, officers, or
                                 executives of the Employer.
                         (b) / / those who are nonresident aliens (within the
                                 meaning of Internal Revenue Code Section
                                 7701(b)(1)(B)) and who receive no earned income
                                 (within the meaning of Internal Revenue Code
                                 Section 911(d)(2)) from the Employer which
                                 constitutes income from sources within the
                                 United States (within the meaning of Internal
                                 Revenue Code Section 861(a)(3)).

              vii  /X/   Union Employees (who are members of the following
                         unions or union affiliates:
                         UNITED STEELWORKERS OF AMERICA LOCAL UNION NO. 196-L

              viii / /   Other Employees, described as follows:
                         ____________

     6.   ELIGIBILITY:

          An Employee covered by the Plan may become a Participant upon
          completion of the following eligibility requirements:

          a.  SERVICE(6):

              i    / /  There shall be no minimum service requirement for an
                        Employee to become a Participant.

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(6)  If a fractional year is elected, the elapsed time method of computing
     service shall be used for the fractional year. Eligibility provisions for
     optional cash or deferred arrangements are contained in Item C of this
     Adoption Agreement.


                                    PAGE 7
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              ii   /X/  The Employee must complete 1 MONTH of Service (not more
                        than 2 years) to be a Participant for purposes of
                        receiving allocations of Employer Profit Sharing
                        Contributions.

          b.  AGE:

              i    /X/  There shall be no minimum age requirement for an
                        Employee to become a Participant.
              ii   / /  The Employee must attain age __ (not more than 21) to be
                        a Participant in the Plan.

          c.  WAIVER OF AGE AND SERVICE REQUIREMENTS:

               i   / /  Notwithstanding the provisions of Items B(6)(a) and (b),
                        Employees who have not satisfied the age and service
                        requirements, but would otherwise be eligible to
                        participate in the plan, shall be eligible to
                        participate on the Effective Date.

               ii  / /  For new Plans, notwithstanding the provisions of Items
                        B(6)(a) and (b), Employees who have not satisfied the
                        age and service requirements, but would otherwise be
                        eligible to participate in the plan, shall be eligible
                        to participate on the Effective Date.

          d.   ENTRY DATES:

               Upon completion of the eligibility requirements, an Employee
               shall commence participation in the Plan (select only one):

               i   /X/  As soon as practicable under the payroll practices
                        utilized by the Employer, and consistently applied to
                        all Employees, or if earlier, the first day of the Plan
                        Year.
               ii  / /  As of the first day of the month following the
                        completion of the eligibility requirements.
               iii / /  As of the earliest of the first day of the Plan Year,
                        fourth, seventh or tenth month of the Plan Year next
                        following completion of the eligibility requirements.
               iv  / /  As of the earliest of the first day of the Plan Year or
                        seventh month of the Plan Year next following completion
                        of the eligibility requirements.
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                                    PAGE 8
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               v   / /  As of the first day of the Plan Year next following
                        completion of the eligibility requirements (may only be
                        selected if the eligibility year of service requirement
                        is 6 months or less).

     7.   VESTING:

          a.  The percentage of a Participant's Employer Contribution Account
              (attributable to Employer Profit Sharing Contributions) to be
              vested in him or her upon termination of employment prior to
              attainment of the Plan's Normal Retirement Date shall be(8):

                           COMPLETED YEARS OF SERVICE
<Table>
<Caption>
                          1      2      3      4      5      6      7
                        -----  -----  -----  -----  -----  -----  -----
              <S>  <C>  <C>    <C>    <C>    <C>    <C>    <C>    <C>
              i    / /          100%
                        -----  -----
              ii   / /                 100%
                        -----  -----  -----
              iii  / /           20%    40%    60%    80%   100%
                        -----  -----  -----  -----  -----  -----
              iv   / /                  20%    40%    60%    80%   100%
                        -----  -----  -----  -----  -----  -----  -----
              v    / /    10%    20%    30%    40%    60%    80%   100%
                        -----  -----  -----  -----  -----  -----  -----
              vi   / /                               100%
                        -----  -----  -----  -----  -----
              vii  / /                                             100%
                        -----  -----  -----  -----  -----  -----  -----
              vii  / /    Full and immediate vesting upon entry into the Plan(9)
</Table>

                    Notwithstanding anything to the contrary in the Plan, the
                    amount inserted in the blanks above shall not exceed the
                    limits specified in Code Section 411(a)(2).

          b.  For purposes of computing a Participant's vested account balance,
              Years of Service for vesting purposes / / SHALL  / / SHALL NOT
              include Years of Service before the Employer maintained this Plan
              or any predecessor plan, and / / SHALL / / SHALL NOT include Years
              of Service before the Employee attained age 18.
          c.  Notwithstanding the provisions of this Item B(7)(c) of the
              Adoption Agreement, a Participant shall become fully vested in his
              Participant's Employer Contribution if:(10)

              i   / /   the Participant's job is eliminated without the
                        Participant being offered a comparable position
                        elsewhere with the Employer.

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(8)  Notwithstanding the selection made in this Item B(7)(a), a Participant
     shall be fully vested in his or her Employer Contribution Accounts if the
     Participant dies or becomes Disabled while in the employ of the Employer.
(9)  If more than one Year of Service is an eligibility requirement, Item viii
     MUST be selected.
(10) The provisions of this section will be administered by the Employer on a
     consistent and nondiscriminatory basis.


                                    PAGE 9
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               ii   / / for such reason as is described below:
                        ________

     8.   EMPLOYER PROFIT SHARING CONTRIBUTIONS:

          a.   CONTRIBUTIONS:

               i    / / In its discretion, the Employer may contribute Employer
                        Profit Sharing Contributions to the Plan.
               ii   / / The Employer shall contribute Employer Profit Sharing
                        Contributions to the Plan in the amount of ___% of the
                        Compensation of all Eligible Participants under the
                        Plan.
               iii  / / If selected, the Employer may make Employer Profit
                        Sharing Contributions without regard to current or
                        accumulated Net Profits of the Employer for the taxable
                        year ending with, or within the Plan Year.
               iv   / / If selected, the Employer may designate all or any part
                        of the Employer Profit Sharing Contributions as
                        Qualified Nonelective Contributions, provided, however,
                        that contributions so designated will be subject to the
                        same vesting, distribution, and withdrawal restrictions
                        as Before Tax Contributions(11).

          b.   ALLOCATIONS:

               Employer Profit Sharing Contributions shall be allocated to the
               accounts of eligible Participants according to the following
               selected allocation formula:


               i    / / The Employer Profit Sharing Contributions shall be
                        allocated to each eligible Participant's account in the
                        ratio which the Participant's Compensation bears to the
                        Compensation of all eligible Participants. Employer
                        Profit Sharing Plan Contributions, shall be allocated to
                        the accounts of Participants who have completed a Year
                        of Service(12) (select one):

                        (a) / / as of the last day of the month preceding the
                                month in which the contribution was made.

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(11) Amounts designated as Qualified Nonelective Contributions will be allocated
     pursuant to Section 3.1(A)(14) of the Basic Plan Document.
(12) In the event contributions are allocated on a basis other than a full plan
     year, the Year of Service shall be based on the elapsed time method of
     calculation, and a Participant shall be deemed to have completed an
     appropriate Period of Service for allocation purposes if the Participant
     has completed a pro-rata Period of Service corresponding to the interval on
     which contributions are allocated.


                                    PAGE 10
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                        (b) / / as of the last day of the Plan quarter
                                preceding the quarter in which the
                                contribution was made.
                        (c) / / as of the last day of the Plan Year.
               ii   / / The Employer Profit Sharing Contributions shall be
                        allocated in accordance with the following formula:

                        (a)  If the Plan is Top-Heavy, the contribution shall be
                             first credited to each eligible Participant's
                             Account in the ratio which the Participant's
                             Compensation bears to the total Compensation of all
                             eligible Participants, up to 3% of each
                             Participant's Compensation.
                        (b)  If the Plan is Top-Heavy, any Employer Profit
                             Sharing Contribution remaining after the allocation
                             in (a) above shall be credited to each eligible
                             Participant's account in the ratio which the
                             Participant's Excess Compensation(13) bears to the
                             total Excess Compensation of all eligible
                             Participants, up to 3% of each eligible
                             Participant's Excess Compensation.
                        (c)  Any contributions remaining after the allocation
                             in (b) above shall be credited to each eligible
                             Participant's account in the ratio which the sum
                             of the Participant's total Compensation and Excess
                             Compensation bears to the sum of the total
                             Compensation and Excess Compensation of all
                             eligible Participants, up to an amount equal to the
                             maximum Excess Percentage times the sum of the
                             Participant's Compensation and Excess
                             Compensation. If the Plan is Top-Heavy, the
                             maximum Excess Percentage is N/A% (insert
                             percentage). If the Plan is not Top-Heavy, the
                             maximum Excess Percentage is N/A% (insert
                             percentage, which shall not exceed the prior
                             Excess Percentage limitation specified by more than
                             3).

                   NOTE:     If the Permitted Disparity Level defined at Item
                             B(4)(f) is the Taxable Wage Base (which is the
                             contribution and benefit base under section 230 of
                             the Social Security Act at the beginning of the
                             year), then the maximum Excess Percentage should be
                             2.7% if the Plan is Top Heavy and 5.7% if the Plan
                             is not Top-Heavy.

                             If the Permitted Disparity Level defined at Item
                             B(4)(f) is greater than 80% but less than 100% of
                             the Taxable

----------------
(13) Excess Compensation means a Participant's Compensation in excess of the
     Permitted Disparity Level specified in the Definitions section of this
     Adoption Agreement.


                                    PAGE 11
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                             Wage Base, then the maximum Excess Percentage
                             should be 2.4% if the Plan is Top-Heavy and 5.4% if
                             the Plan is not Top-Heavy.

                             If the Permitted Disparity Level defined at Item
                             B(4)(f) is greater than the greater of $10,000 or
                             20% of the Taxable Wage Base, but not more than
                             80%, then the maximum Excess Percentage should be
                             1.3% if the Plan is Top-Heavy and 4.3% if the Plan
                             is not Top-Heavy.

                        (d)  Any remaining Employer Profit Sharing Contribution
                             shall be allocated among eligible Participants'
                             accounts in the ratio which the Participant's
                             Compensation bears to the total Compensation of all
                             Participants.

               iii  / / If selected, and the Employer has elected to allocate
                        Employer Profit Sharing Plan Contributions as of the
                        last day of the Plan Year, a Participant must be
                        employed by the Employer on the last day of the Plan
                        Year in order to receive an allocation(14).
               iv   / / A Participant who terminates before the end of the
                        period for which contributions are allocated shall share
                        in the allocation of Employer Profit Sharing
                        Contributions if termination of employment was the
                        result of (select all that apply):

                        (a) / /    retirement
                        (b) / /    disability
                        (c) / /    death
                        (d) / /    other, as specified below:
                                   _____________

     9.   ROLLOVER & TRANSFER CONTRIBUTIONS (SELECT ONE):

          a.  /X/ Subject to policies, applied in a consistent and
                  nondiscriminatory manner, adopted by the Committee, each
                  Employee, who would otherwise be eligible to participate in
                  the Plan except that such Employee has not yet met the
                  eligibility requirements, and each Participant may make a
                  Rollover Contribution as described in Internal Revenue Code
                  Sections 402(a)(5), 403(a)(4) or 408(d)(3).
          b.  / / Subject to policies, applied in a consistent and
                  nondiscriminatory manner, adopted by the Committee, each
                  Participant may make a

----------------
(14) This option shall only be effective if Item 8(b)(i)(c) has been selected.
     Even if this Item is selected, the provisions of Section 4.8 of the Basic
     Plan Document may supersede this requirement if necessary to satisfy Code
     Sections 401(a)(26) and 410(b).


                                    PAGE 12
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                  Rollover Contribution as described in Internal Revenue Code
                  Sections 402(a)(5), 403(a)(4) or 408(d)(3).

          c.  / / No Employee shall make Rollover Contributions to the Plan.

     10.  DISTRIBUTIONS:

          a.   DISTRIBUTIONS UPON SEPARATION FROM SERVICE:

               The Normal Form of Benefit under the Plan shall be a single lump
               sum distribution, made /X/ (if selected) as soon as
               administratively practical after receipt of a distribution
               request from a Participant entitled to a distribution or / / (if
               selected) upon the Participant's attainment of the Plan's Early
               Retirement Date or the Plan's Normal Retirement Date, whichever
               is earlier.

               In addition to the Normal Form of Benefit, the Participant shall
               be entitled to select from among the following optional forms of
               benefit specified by the employer (select as many as apply):

               i    / / Installment payments
               ii   / / Such other forms as may be specified below:

          b.   IN-SERVICE DISTRIBUTIONS (SELECT AS MAY BE APPROPRIATE):

               i    /X/ There shall be no in-service distribution of Participant
                        account balances derived from Employer Profit Sharing
                        Contributions.
               ii   / / Participants may request an in-service distribution of
                        their account balance attributable to Employer Profit
                        Sharing Contributions, for the following reasons:

                        (a) / / For purposes of satisfying a financial hardship,
                                as determined in accordance with the uniform
                                nondiscriminatory policy of the Committee;
                        (b) / / Attainment of age 59 1/2 by the Participant; or
                        (c) / / Attainment of the Plan's Normal Retirement Date
                                by the Participant.

     11.  FORFEITURES:

          a.   Forfeitures of amounts attributable to Employer Profit Sharing
               Contributions shall be reallocated as of:


                                    PAGE 13
<Page>

               i    / / the last day of the Plan Year in which the
                        Forfeiture occurred.
               ii   / / the last day of the Plan Year following the Plan Year in
                        which the Forfeiture occurred.
               iii  / / the last day of the Plan Year in which the Participant
                        suffering the Forfeiture has incurred five consecutive
                        One Year Breaks in Service.

          b.   Forfeitures of Employer Profit Sharing Contributions shall be
               reallocated as follows:

               i    / / Not applicable as Employer Profit Sharing Contributions
                        are always 100% vested and nonforfeitable.
               ii   / / Used first to pay the expenses of administering the
                        Plan, and then allocated pursuant to one of the
                        following two options(15):
               iii  / / Forfeitures shall be allocated to Participant's accounts
                        in the same manner as Employer Profit Sharing
                        Contributions, Employer Matching Contributions,
                        Qualified Nonelective Contributions or Qualified
                        Matching Contributions, in the discretion of the
                        Employer, for the year in which the Forfeiture arose.
               iv   / / Forfeitures shall be applied to reduce the Employer
                        Profit Sharing Contributions, Employer Matching
                        Contributions, Qualified Nonelective Contributions or
                        Qualified Matching Contributions, in the discretion of
                        the Employer, for the Plan Year following the Plan Year
                        in which the Forfeiture arose.

     12.  LIMITATIONS ON ALLOCATIONS:

          If the Employer maintains or ever maintained another qualified
          retirement plan in which any Participant in this Plan is (or was) a
          participant, or could possibly become a participant, the Employer must
          complete the following:

          a.   If the Participant is covered under another qualified defined
               contribution plan maintained by the Employer other than a Master
               or Prototype Plan:

               i    / /  The provisions of this Plan shall apply as if the other
                         plan were a Master or Prototype plan; or,
               ii   / /  The following provisions will be effective to limit the
                         total Annual Additions to the Maximum Permissible
                         Amount, and

----------------
(15) If this option is selected, iii or iv MUST be selected to reallocate
     Forfeitures of Employer Profit Sharing Contributions REMAINING after
     expenses of administering the Plan have been paid.


                                    PAGE 14
<Page>

                         will properly reduce any Excess Amounts, in a manner
                         that precludes Employer discretion:

          b.   If the Participant is or ever has been a participant in a
               qualified defined benefit plan maintained by the Employer, the
               following provisions will be effective to satisfy the 1.0
               limitation of Internal Revenue Code Section 415(e), in a manner
               that precludes Employer discretion:
               SEE ADDENDUM

     13.  INTERNAL REVENUE CODE SECTION 411(d)(6) PROTECTED BENEFITS:

          / /  If selected, the Plan has Internal Revenue Code Section 411(d)(6)
               Protected Benefits from a prior plan that this Plan amends, that
               must be protected.

     14.  TOP-HEAVY PLAN PROVISIONS:

          For each Plan Year in which the Plan is a Top-Heavy Plan the following
          provisions will apply:

          a.   The percentage of a Participant's Employer Contribution Account
               to be vested in him upon termination of employment prior to
               retirement shall be:

               i    / / a percentage determined in accordance with the following
                        schedule:
<Table>
<Caption>
                        YEARS OF SERVICE                  PERCENTAGE
                        ----------------                  ----------
                        <S>                               <C>
                        Less than two                          0
                        Two but less than three               20
                        Three but less than four              40
                        Four but less than five               60
                        Five but less than six                80
                        Six or more                          100;
</Table>
               ii   / / 100% vesting after ___ (not to exceed 3) Years of
                        Service; provided, however, that Years of Service may
                        not exceed two (2) if the service requirement for
                        eligibility exceeds 1 year; or
               iii  /X/ computed in accordance with the vesting schedule
                        selected by the Employer in Items B(7)(a) or C(4)(d), as
                        long as the benefits under the vesting schedule in Items
                        B(7)(a) or C(4)(d) vest at least as rapidly as the two
                        options specified in this Item B(14)(a), above.

               If the vesting schedule under the Plan shifts in or out of the
               schedules above for any Plan Year because of the Plan's Top-Heavy
               status, such shift


                                    PAGE 15
<Page>

               is an amendment to the vesting schedule and the election
               Section 2.2 of the Basic Plan Document applies.

          b.   For purposes of minimum Top-Heavy allocations, contributions and
               forfeitures equal to ___% (not less than 3%) of each Non-key
               Employee's Compensation will be allocated to each Participant's
               Contribution Account when the Plan is a Top-Heavy Plan, except as
               otherwise provided in the Basic Plan Document. This Item 14 will
               not apply to any Participant to the extent the Participant is
               covered under any other plan or plans of the Employer and the
               Employer completes the following: (Insert the name of the plan
               or plans which will meet the minimum allocation or benefit
               requirement applicable to Top-Heavy plans.)

          c.   The Valuation Date as of which account balances or accrued
               benefits are valued for purposes of computing the Top-Heavy Ratio
               shall be the last day of each Plan Year.

          d.   If the Employer maintains or has ever maintained one or more
               defined benefit plans which have covered or could cover a
               Participant in this Plan, complete the following:

               Present Value: For purposes of establishing Present Value to
               compute the Top-Heavy Ratio, any benefit shall be discounted only
               for mortality and interest based on the following:

               Interest rate ____%          Mortality table

     15.  INVESTMENTS:

          a.   Investments made pursuant to the investment direction provisions
               of the Basic Plan Document shall be made into any appropriate
               Investment Fund as selected by the Employer. In addition,
               investment of Plan assets is expressly authorized, as required
               by Revenue Ruling 81-100, in each of the following common or
               collective funds sponsored by the Trustee, or an affiliate of
               the Trustee(16):

                   SOCIETY NATIONAL BANK EB MANAGED GUARANTEED INCOME CONTRACT
                   FUND, THE SOCIETY NATIONAL BANK MULTIPLE INVESTMENT TRUST
                   FOR EMPLOYEE BENEFIT TRUSTS, AND OTHER COLLECTIVE TRUSTS
                   EXEMPT FROM TAX UNDER IRC SECTION 501 AND AS DESCRIBED IN
                   REV. RUL. 81-100.

          b.  /X/  If selected, an Employer Stock Fund shall be available as an
                   Investment Fund pursuant to the terms of the Basic Plan
                   Document.

                   / /  If selected, and an Employer Stock Fund is available as
                        an Investment Fund, Participants will have the right,
                        notwith-

----------------
(16) This Item is for use in identifying collective trust funds, which, pursuant
     to Revenue Ruling 81-100 must be specifically referenced in the Plan.
     Actual Investment Funds are referenced on the Investment Fund Designation
     form attached to this Adoption Agreement.

                                    PAGE 16
<Page>

                        standing any other provisions of the Plan, to direct
                        that a portion of the Plan assets held for their benefit
                        and invested in the Employer Stock Fund be diversified
                        pursuant to the provisions of Section 10.7(F) of the
                        Basic Plan Document.

          c.   Participants may make changes of existing account balances and
               future contributions from among the Investment Funds offered:

               i    / /  Once during each business day that the Trustee and the
                         New York Stock Exchange are open.
               ii   / /  Once during each calendar month.
               iii  / /  Once during each quarter of the Plan Year.
               iv   /X/  Once during each rolling 30 day period.

          d.  /X/  If selected, the Participant shall be restricted in making
                   changes of existing account balances from any Investment
                   Fund, as specified in the terms or conditions of such
                   Investment Fund, and the Employer shall attach an addendum
                   specifying such restriction.

          e.   The Participant will designate into which Investment Funds all
               contributions to their accounts are made, EXCEPT the following:

               i    / /  Employer Profit Sharing Contributions
               ii   /X/  Employer Mandatory Matching Contributions
               iii  / /  Employer Discretionary Matching Contributions
               iv   /X/  Qualified Matching Contributions
               v    / /  Qualified Nonelective Contributions

          f.  /X/  If selected, and to the extent a selection is made above, the
                   Employer shall attach an Investment Direction Addendum
                   specifying how the contributions so specified shall be
                   invested among the Investment Fund.

          g.  / /  If selected, the Participant shall be restricted in the use
                   of the Employer Stock Fund as an Investment Fund for
                   designating the investment of contributions in the
                   Participant's account, as follows:

                   i    / /  The Participant may not direct the investment of
                             Plan assets held in their account into the Employer
                             Stock Fund.
                   ii   / /  The Participant may direct ___% of the following
                             contributions into the Employer Stock Fund:


                                  PAGE 17
<Page>

                            (a)  / /  Employer Profit Sharing Contributions
                            (b)  / /  Employer Mandatory Matching Contributions
                            (c)  / /  Employer Discretionary Matching
                                      Contributions
                            (d)  / /  Qualified Matching Contributions
                            (e)  / /  Qualified Nonelective Contributions

               iii  / /  ___% of the following contributions will be invested
                         into the Employer Stock Fund, with the balance invested
                         among:

                            (a)  / /  the other Investment Funds, including the
                                      Employer Stock Fund
                            (b)  / /  the other Investment Funds, NOT including
                                      the Employer Stock Fund

     16.  LOANS (SELECT ONE):

          a.  /X/  Loans may be made from the Plan in accordance with the Basic
                   Plan Document and such policies and procedures as the
                   Committee may adopt and apply on a consistent and
                   nondiscriminatory basis(17).
          b.  / /  No loans shall be made from the Plan.

     17.  TRUSTEE:

          The Trustee of this Plan shall be KEY TRUST COMPANY OF OHIO, N.A. (a
          bank or trust company affiliated with KeyCorp within the meaning of
          Internal Revenue Code Section 1504).

     18.  EFFECTIVE DATE ADDENDUM:

          / /  If selected, the following provisions shall have the specified
               effective dates (which are different from the date specified in
               Item B(1)):

----------------
(17) If this option is selected, the Employer must establish appropriate
     procedures for implementation of the Plan's loan program.

                                     PAGE 18A
<Page>

C.   SECTION  401(k) PLAN PROVISIONS:

     1.   SERVICE:

          An Eligible Employee shall be required to fulfill the following
          eligibility service requirements in order to participate in the Plan
          through a salary reduction agreement and for purposes of receiving an
          allocation of Employer Matching Contributions:

          a.   /X/  The Employee must complete 1 MONTH of Service (not more
                    than 1 year) to be a Participant for purposes of receiving
                    allocations of Employer Matching Contributions.
          b.   /X/  The Employee must complete 1 MONTH of Service (not more than
                    1 year) to be a Participant for purposes of entering into a
                    Salary Reduction Agreement and having Employee Before Tax
                    Contributions or Employee After Tax Contributions
                    contributed to the Plan on the Employee's behalf.

     2.   EMPLOYEE SALARY DEFERRALS:

          a.   /X/  Participants shall be entitled to enter into a Salary
                    Reduction Agreement providing for Before Tax Contributions
                    to be made to the Plan.

                    i    The minimum Before Tax Contribution shall be 1% of the
                         Participant's Compensation.
                    ii   The maximum Before Tax Contribution shall be 15% of
                         the Participant's Compensation.

          b.   /X/  Participants shall be entitled to enter into a Salary
                    Reduction Agreement providing for After Tax Contributions to
                    be made to the Plan.

                    i    The minimum After Tax Contribution shall be 1% of the
                         Participants Compensation.
                    ii   The maximum After Tax Contribution shall be 12% of the
                         Participant's Compensation.
                    iii  /X/  If selected, notwithstanding the above, a
                              Participant shall not be able to enter into a
                              Salary Reduction Agreement providing for After
                              Tax Contributions to be made to the Plan unless
                              the Participant has entered into a Salary
                              Reduction Agreement that provides for Before Tax
                              Contributions to be made to the Plan in an
                              amount of at least 3% of the Participant's
                              Compensation.


                                   PAGE 19
<Page>

          c.   / / If selected, a Participant shall be entitled to enter into a
                   Salary Reduction Agreement providing that any extraordinary
                   item of compensation, not yet payable (including bonuses), be
                   withheld from the Participant's Compensation and contributed
                   to the Plan as either a Before Tax Contribution, or After Tax
                   Contribution (provided such contributions are authorized
                   above, and to the extent that such contribution, when
                   aggregated with either the Participants other Before Tax
                   Contributions or After Tax Contributions do not exceed the
                   limitations specified above, on an annual basis).

     3.   CONTRIBUTION CHANGES:

          a.   Participants may increase or decrease the amount of contributions
               made to the Plan pursuant to a Salary Reduction Agreement once
               each:

               i    / / Plan Year
               ii   / / Semi-annual period, based on the Plan Year
               iii  / / Quarter, based on the Plan Year
               iv   /X/ Month
               v    / / Other, as specified below (provided that it is at least
                        once per year):

                        ________

          b.   Claims for returns of Excess Before Tax Contributions for the
               Participant's preceding taxable year must be made in writing, and
               submitted to the Committee by MARCH 15 (specify a date between
               March 1 and April 15).(18)

     4.   EMPLOYER MATCHING CONTRIBUTIONS(19):

          a.   MANDATORY MATCHING CONTRIBUTIONS:

               The Employer shall make contributions to the Plan, in an amount
               as specified below:

               i    /X/ An amount, equal to 50% of each Participant's Before Tax
                        Contributions, however, no match shall be made on
                        Participant's Before Tax Contributions in excess of 3%
                        (or $___) of the Participant's Compensation.
               ii   / / An amount, equal to __% of each Participant's After Tax
                        Contributions, but not to exceed __% of the
                        Participant's Compensation, or $_____.

----------------
(18) The date specified is for the refund of amount deferred in excess of the
     Code Section 402(g) limit (the $7,000 limit) for the Participant's taxable
     year.
(19) The Employer shall have the right to designate all, or any portion of
     Employer Matching Contributions as Qualified Matching Contributions, which
     shall then be subject to the same vesting, distribution, and withdrawal
     restrictions as Before Tax Contributions.


                                    PAGE 20
<Page>

              iii  / /  An amount, equal to ___% of each Participant's
                        contributions  made pursuant to a Salary Reduction
                        Agreement (including both Before Tax Contributions and
                        After Tax Contributions), but only if the Participant
                        has entered into a Salary Reduction Agreement providing
                        for Before Tax Contributions of at least ___% of the
                        Participant's Compensation, but not to exceed ___% of
                        the Participant's Compensation, or $_____.
              iv   / /  An amount equal to the sum of the following:

                        (a)  ____% of the first ____% of the Participant's
                                   Compensation deferred pursuant to a Salary
                                   Reduction Agreement; plus,
                        (b)  ____% of the next ____% of the Participant's
                                   Compensation deferred pursuant to a Salary
                                   Reduction Agreement; plus,
                        (c)  ____% of the next ____% of the Participant's
                                   Compensation deferred pursuant to a Salary
                                   Reduction Agreement, but not to exceed _% of
                                   the Participant's Compensation, or $_____.

               v   / /  An amount equal to $_____, for each Participant who
                        enters into a Salary Reduction Agreement providing for
                        / / Before Tax Contributions, / / After Tax
                        Contributions, or / / either Before Tax Contributions or
                        After Tax Contributions (or a combination of both) equal
                        to or exceeding ____% of the Participant's Compensation.
                        Such contributions shall be made and allocated:

                        (a) / /  only during the first Plan Year the Plan is in
                                 effect, or if a restatement, for the first Plan
                                 Year beginning with, or containing the
                                 restatement Effective Date.
                        (b) / /  each Plan Year that a Participant has in force
                                 a Salary Reduction Agreement meeting the
                                 criteria specified above.
                        (c)  / / during the first Plan Year that the Participant
                                 participates through a Salary Reduction
                                 Agreement meeting the criteria specified above.

          b.   DISCRETIONARY MATCHING CONTRIBUTIONS:

               / /  The Employer shall make contributions to the Plan, in an
                    amount determined by resolution of the Board of Directors on
                    an annual basis. The Board resolution shall provide for the
                    percentage and/or


                                    PAGE 21
<Page>

                    amount of Before Tax Contributions and/or After Tax
                    Contributions to be matched and the maximum percentage
                    and/or amount of Before Tax Contributions and/or After Tax
                    Contributions eligible for matching.

          c.   ALLOCATION OF MATCHING CONTRIBUTIONS:

               Employer Matching Contributions shall be allocated pursuant to
               the terms of the Basic Plan Document, notwithstanding the
               foregoing:

               i  / /  A Participant who terminates before the end of the period
                       for which contributions are allocated shall share in the
                       allocation of Employer Matching Contributions if
                       termination of employment was the result of (select all
                       that apply):

                       (a)  / / retirement
                       (b)  / / disability
                       (c)  / / death
                       (d)  / / other, as specified below:

                                  ____________

               ii /X/  Employer Matching Contributions shall be allocated to the
                       accounts of Participants (select one):

                       (a)  /X/  as of each pay period for which a contribution
                                 was made pursuant to a Salary Reduction
                                 Agreement.
                       (b)  / /  semi-monthly.
                       (c)  / /  as of the last day of the month preceding the
                                 month in which the contribution was made.
                       (d)  / /  as of the last day of the Plan quarter
                                 preceding the quarter in which the
                                 contribution was made.
                       (e)  / /  as of the last day of the Plan year.


                                    PAGE 22
<Page>

               iii  /X/ If selected, the Employer may make Employer Matching
                        Contributions without regard to current or accumulated
                        Net Profits of the Employer for the taxable year ending
                        with, or within the Plan Year(20).

          d.   The percentage of a Participant's Employer Matching Contribution
               Account(21) (attributable to Employer Matching Contributions) to
               be vested in him or her upon termination of employment prior to
               attainment of the Plan's Normal Retirement Date shall be(22):

                           COMPLETED YEARS OF SERVICE

<Table>
<Caption>

                                      1          2          3          4          5          6          7
                                   ------     ------     ------     ------     ------     ------     ------
<S>                         <C>    <C>        <C>        <C>        <C>        <C>        <C>        <C>

                   i        / /                100%
                                   ------     ------
                   ii       / /                           100%
                                   ------     ------     ------
                   iii      / /                 20%        40%        60%       80%        100%
                                   ------     ------     ------     ------     ------     ------
                   iv       / /                            20%        40%       60%         80%      100%
                                   ------     ------     ------     ------     ------     ------     ------
                   v        / /     10%         20%        30%        40%       60%         80%      100%
                                   ------     ------     ------     ------     ------     ------     ------
                   vi       / /                                                100%
                                   ------     ------     ------     ------     ------
                   vii      / /                                                                      100%
                                   ------     ------     ------     ------     ------     ------     ------
                   vii      /X/    Full and immediate vesting upon entry into the Plan

                            Notwithstanding anything to the contrary in the Plan, the amount inserted in the
                            blanks above shall not exceed the limits specified in Code Section 411(a)(2).

</Table>


          e.   Notwithstanding the provisions of this Item C(4)(e) of the
               Adoption Agreement, a Participant shall become fully vested in
               his Participant's Employer Matching Contribution Account if(23):

               i    / /  the Participant's job is eliminated without the
                         Participant being offered a comparable position
                         elsewhere with the Employer.
               ii   / /  for such reason as is described below:

                         ___________________________

----------------
(20) Net Profits will never be required for the contribution of Before Tax
     Contributions, After Tax Contributions, Qualified Nonelective Contributions
     or Qualified Matching Contributions.
(21) Notwithstanding anything in the Adoption Agreement to the contrary, amounts
     in a Participant's account attributable to Before Tax Contributions,
     Qualified Nonelective Contributions, and Qualified Matching Contributions
     shall be 100% vested and nonforfeitable at all time.
(22) Notwithstanding the selection made in this Item B(7)(b), a Participant
     shall be fully vested in his or her Employer Contribution Accounts if the
     Participant dies or becomes Disabled while in the employ of the Employer.
(23) The provisions of this section will be administered by the Employer on a
     consistent and nondiscriminatory basis.


                                     PAGE 23
<Page>

          f.   CORRECTIVE CONTRIBUTIONS:

               i    /X/ If selected, the Employer shall be authorized to make
                        Qualified Matching Contributions, subject to the terms
                        of the Basic Plan Document, in an amount determined by
                        resolution of the Board of Directors on an annual basis.
               ii   / / If selected, the Employer shall be authorized to make
                        Qualified Nonelective Contributions, subject to the
                        terms of the Basic Plan Document, in an amount
                        determined by resolution of the Board of Directors on an
                        annual basis.

     5.   GAP EARNINGS:

          / /  If selected, Gap Earnings, as defined in Section 3.2(G)(1) of the
               Basic Plan Document, will be calculated for Excess Elective
               Deferrals, Excess Contributions and Excess Aggregate
               Contributions, and refunded to the Participant as provided for in
               Article III of the Basic Plan Document.

     6.   FORFEITURES:

          a.   Forfeitures of amounts attributable to Employer Matching
               Contributions shall be reallocated as of:

               i    / /  the last day of the Plan Year in which the Forfeiture
                         occurred.
               ii   / /  the last day of the Plan Year following the Plan Year
                         in which the Forfeiture occurred.
               iii  / /  the last day of the Plan Year in which the Participant
                         suffering the Forfeiture has incurred the fifth
                         consecutive One Year Break in Service.

          b.   Forfeitures of Employer Matching Contributions shall be
               reallocated as follows:

               i    / /  Not applicable as Employer Matching Contributions are
                         always 100% vested and nonforfeitable.
               ii   / /  Used first to pay the expenses of administering the
                         Plan, and then allocated pursuant to one of the
                         following two options:
               iii  / /  Forfeitures shall be allocated to Participant's
                         accounts in the same manner as Employer Profit Sharing
                         Contributions, Employer Matching Contributions,
                         Qualified Nonelective Contributions or Qualified
                         Matching Contributions, in the discretion of the
                         Employer, for the year in which the Forfeiture arose.


                                     PAGE 24
<Page>

               iv   / / Forfeitures shall be applied to reduce the Employer
                        Profit Sharing Contributions, Employer Matching
                        Contributions, Qualified Nonelective Contributions or
                        Qualified Matching Contributions, in the discretion of
                        the Employer, for the Plan Year following the Plan Year
                        in which the Forfeiture arose.

          c.   Forfeitures of Excess Aggregate Contributions shall be:

               i    / /  Applied to reduce Employer contributions for the Plan
                         Year in which the excess arose, but allocated as below,
                         to the extent the excess exceeds Employer contributions
                         for the Plan Year, or the Employer has already
                         contributed for such Plan Year.
               ii   / /  Allocated after all other forfeitures under the Plan:

                         (a)  / / to the Matching Contribution account of each
                                  Non-highly Compensated Participant who made
                                  Before Tax Contributions or After Tax
                                  Contributions in the ratio which each such
                                  Participant's Compensation for the Plan Year
                                  bears to the total Compensation of all such
                                  Participants for the Plan Year; or,
                         (b)  / / to the Matching Contribution account of each
                                  Non-highly Compensated Eligible Participant in
                                  the ratio which each Eligible Participant's
                                  Compensation for the Plan Year bears to the
                                  total Compensation of all Eligible
                                  Participants for the Plan Year.

     7.   IN-SERVICE DISTRIBUTIONS (SELECT AS MAY BE APPROPRIATE):

          a.   /X/  There shall be no in-service distribution of Participant
                    account balances derived from Before Tax Contributions
                    (including Qualified Nonelective Contributions and Qualified
                    Matching Contributions treated as Before Tax Contributions
                    under the terms of the Basic Plan Document), or Employer
                    Matching Contributions.

          b.   / /  Participants may request an in-service distribution of their
                    account balance attributable to Employer Matching
                    Contributions, for the following reasons:

                    i    / /   For purposes of satisfying a financial hardship,
                               as determined in accordance with the uniform
                               nondiscriminatory policy of the Committee;
                    ii   / /   Attainment of age 59 1/2 by the Participant; or


                                    PAGE 25
<Page>

                     iii  / /  Attainment of the Plan's Normal Retirement Date
                               by the Participant.

          c.   / / Participants may request an in-service distribution of their
                   account balance attributable to Employee Before Tax
                   Contributions, for the following reasons:

                    i    / /  For purposes of satisfying a financial
                              hardship, as determined by the facts and
                              circumstances of an Employee's situation, in
                              accordance with the provisions of Section 3.9
                              of the Basic Plan Document;
                    ii   / /  For purposes of satisfying a financial
                              hardship, using the "safe harbor" provisions of
                              Section 3.9 of the Basic Plan Document.
                    iii  / /  Attainment of age 59 1/2 by the Participant; or
                    iv   / /  Attainment of the Plan's Normal Retirement Date
                              by the Participant.

                                    PAGE 26
<Page>

NOTICE: The adopting Employer may not rely on an opinion letter issued by the
National Office of the Internal Revenue Service as evidence that the Plan is
qualified under the provisions of Section 401 of the Internal Revenue Code. In
order to obtain reliance with respect to the Plan's qualification, the Employer
must apply to the Key District Office of the Internal Revenue Service for a
determination letter.

This Adoption Agreement may only be used in conjunction with Basic Plan Document
# 05.

This Plan document may only be used under the express authority of KeyCorp, its
subsidiaries and affiliates, and is not effective as completed until executed by
a duly authorized officer of KeyCorp, one of its subsidiaries or affiliates, and
approved by KeyCorp's counsel.

KeyCorp, as sponsor, may amend or discontinue this prototype plan document upon
proper notification to all adopting Employers pursuant to Revenue Ruling 89-13.

Failure to properly fill out an Adoption Agreement may result in
disqualification of the Plan, and adverse tax consequences to the Employer and
Plan Participants.

This Plan is sponsored by:

     KeyCorp, on behalf of its operating subsidiaries, banking and trust
        company affiliates
     127 Public Square
     Cleveland, Ohio 44114
     (800) 982-3811


                                   PAGE 27
<Page>

     IN WITNESS WHEREOF, the Employer and the Trustee, by their respective duly
authorized officers, have caused this Adoption Agreement to be executed on this
11th day of September 1996.

EMPLOYER:
         -------------
By:
   ----------------------------------------------------
Title:  Senior Vice President, Human Resources
      -------------------------------------------------

TRUSTEE:


By:
   ----------------------------------------------------
Title: Vice President
      -------------------------------------------------

         and

By:
   ----------------------------------------------------
Title: Assistant Vice President
      -------------------------------------------------


APPROVED ON BEHALF OF TRUSTEE:

                             Initials:                        Date: 9/11/96
                                       -------------          -------------


                                    PAGE 28
<Page>

                           INVESTMENT FUND DESIGNATION

     ABBOTT LABORATORIES (the "Named Fiduciary"), as an independent fiduciary
with respect to the ABBOTT LABORATORIES ASHLAND UNION 401(k) (the "Plan"), an
employee pension benefit plan covered by the applicable provisions of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA") and its
employees who participate therein (the "Participants"), hereby designates the
following investment funds from among the investment fund options available for
adopting employers of the PRISM(R) PROTOTYPE RETIREMENT PLAN & TRUST (as defined
in Section 10.7 of the Plan), available for selection by Participants for the
investment of Plan assets held for their benefit:

          (a) EB MaGIC FUND
          (b) INCOME FUND OF AMERICA
          (c) VICTORY DIVERSIFIED STOCK FUND
          (d) GROWTH FUND OF AMERICA
          (e)
          (f)
          (g)
          (h)

      /X/    In addition, if selected, an Employer Stock Fund will also be
available.

In making the selection of Investment Funds, the Named Fiduciary hereby confirms
and acknowledges that:

          -    The Named Fiduciary has had made available to it copies of the
               prospectuses (to the extent required under applicable federal
               securities law and regulation) for each investment fund available
               for selection by adopting employers of the PRISM(R) PROTOTYPE
               RETIREMENT PLAN & TRUST, and has received copies of each such
               prospectus for the Investment Funds selected;
          -    The Named Fiduciary acknowledges that the Trustee of the Plan may
               receive certain fees for services provide to, or on behalf of an
               Investment Fund, or the sponsors or distributors thereof,
               pursuant to plans of distribution adopted by the fund under the
               provisions of Rule 12b-1 of the Investment Company Act of 1940,
               and further acknowledges that (i) such fee, if paid, is
               appropriate for services rendered to the fund, and when
               aggregated with other fees for service payable to the Trustee
               constitutes reasonable compensation for the Trustee's services to
               the Plan; and (ii) the Plan will be able to redeem its interest
               in any such Investment Fund on reasonably short notice without
               penalty;
          -    The Named Fiduciary further acknowledges that it has selected the
               Investment Funds on its determination, after due inquiry, that
               the Investment Funds are appropriate vehicles for the investment
               of Plan assets pursuant to the terms of the Plan, considering all
               relevant facts and circumstances, including but not limited to
               (i) the investment policy and philosophy of the Named Fiduciary
               developed pursuant to ERISA Section 404; (ii) the ability of
               Participants, using an appropriate mix of Investment Funds, to
               diversify the investment of Plan assets held for their benefit;
               and, (iii) the ability of Participants to, utilizing an ap-


                                     PAGE 29
<Page>

               their account in the Plan with risk and return characteristics
               within the normal range of risk and return characteristics for
               individuals with similar investment backgrounds, experience and
               expectations; and,

          -    The Named Fiduciary acknowledges that it has not relied on any
               representations or recommendations from the Trustee or any of its
               employees in selecting the Investment Funds.

The Trustee agrees to follow the Named Fiduciary's direction with respect to
offering the Investment Funds available for selection by the Participants in the
Plan for the investment of Plan assets held for their benefit:

     IN WITNESS WHEREOF, the Employer, by its duly authorized representative,
has executed this document in connection with adoption of the Plan utilizing
the PRISM(R) PROTOTYPE RETIREMENT PLAN & TRUST documents, as provided by the
Trustee.

                        NAMED FIDUCIARY:

                        By:
                            ----------------------------------

                        Title: Senior Vice President, Human Resources
                              ---------------------------------------

     Seen and accepted by the Trustee, who shall provide the Investment Funds
selected by the Employer pursuant to the terms of this document, and pursuant to
the Plan.

                        TRUSTEE:

                        By:
                            ----------------------------------

                        Title:  Assistant Vice President
                              --------------------------------


                                    PAGE 30
<Page>

                                   ADDENDUM

To the extent necessary to satisfy the limitations of Code Section 415 for
any Participant, the annual addition which would otherwise be made on behalf
of the Participant under the Plan shall be reduced only after the
Participant's benefit is reduced under any and all qualified defined benefit
plans, and after the Participant's annual addition is reduced under any other
defined contribution plan. The Participant's annual addition under this Plan
shall be reduced, by reducing and refunding to the Participant, first, his or
her After Tax Contributions, then his or her Before Tax Contributions for the
limitation year. Any After Tax Contribution that is refunded will be adjusted
for income or loss pursuant to Regulation Section 1.401(m)-1(e)(3)(ii) and any
Before Tax Contribution that is refunded will be adjusted for income or loss
pursuant to Regulation Section 1.401(f)-1(f)(4)(ii). Any Employer Contribution
based upon such After Tax Contributions or Before Tax Contributions shall
also be reduced, and the amount by which the Employer Contribution is reduced
will remain part of the assets of the Trust and allocated to the
Participants' Employer Contribution Accounts in the following year at the
same time and in the same manner as Employer Contributions are allocated
under Section C.4. If further adjustments are required, any Qualified
Nonelective Employer Contribution for the Participants' benefit shall be
reduced and the amount by which it is reduced will remain part of the Trust
and allocated to the Participants' Employer Contribution Accounts in the
following year at the same time and in the same manner as Employer
Contributions are allocated under Section C.4. "Qualified Nonelective
Employer Contribution" for purposes of this paragraph, means a contribution
(other than an Employer Matching Contribution) made for the benefit of a
Participant by the Employer in its discretion.

If, as the result of a reasonable error in estimating a Participant's
Compensation for a Plan Year or limitation year or under such other facts or
circumstances as may be permitted under regulation or by the Internal Revenue
Service, the annual addition under the Plan for a Participant would cause the
Code Section 415 limitations for a limitation year to be exceeded, the excess
amounts in the Participant's Accounts will be used to reduce Employer
Contributions for the next limitation year (and succeeding limitation years,
as necessary) for that Participant if such Participant is covered by the Plan
as of the end of the limitation year. However, if the Participant is not
covered by the Plan as of the end of the limitation year, the excess amounts
will not be distributed to Participants or former Participants, but will be
held unallocated for that limitation year in a suspense account. If the
suspense account is in existence at any time during any subsequent limitation
year, all amounts in the suspense account will be allocated to the Accounts
of all Participants in proportion to their relative earnings for the
subsequent limitation year, before any other contributions which would be
part of an annual addition are made to the Plan for the subsequent limitation
year. No investment gains or losses will be allocated to any suspense
accounts described in this paragraph.

Notwithstanding Section 6.6(A)(2)(c) of the Basic Plan Document, "Compensation"
for purposes of this Addendum, shall mean the Participant's wages, salaries,
fees for professional services and other amounts received during the Plan year
(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 to the
extent that the amounts are includable in gross income, including but not
limited to commissions paid to salespeople, compensation for services on the
basis of a percentage of profits, tips, bonuses, fringe benefits,
reimbursements, and expense allowances, but not including those items excludable
from the definition of compensation under Regulation section 1.415-2(d)(2)
(including amounts that are excludable from gross income under Code sections 125
or 401(k)).

<Page>

19.  TRUST INVESTMENTS IN SHARES OF COMMON STOCK OF ABBOTT LABORATORIES. Trust
     investments pursuant to this Section 19 shall be made only in securities
     constituting "qualifying employer securities" within the meaning of Section
     407(d)(5) of ERISA. Trust investments in such securities of the Employer
     shall be subject to the following terms and conditions.

     (a)  ACQUISITION LIMIT. Pursuant to the Plan, the Trust may be invested in
          Abbott Laboratories common stock ("Abbott Stock") to the extent
          necessary to comply with investment directions of Plan Participants
          under the Plan.

     (b)  FIDUCIARY DUTIES OF NAMED FIDUCIARIES. The Abbott Stock Committee as
          named fiduciaries, shall continually monitor the suitability of
          acquiring and holding Abbott Stock under the fiduciary duty rules of
          Section 404(a)(1) of ERISA (as modified by Section 404(a)(2) of
          ERISA). The Trustee shall not be liable for any loss, or by reason of
          any breach, that arises from the direction of the Abbot Stock
          Committee with respect to the acquisition and holding of Abbott Stock,
          unless it is clear on the face of the direction that the actions to be
          taken under the direction would be prohibited under ERISA. The Abbott
          Stock Committee shall be responsible for determining whether, under
          the circumstances prevailing at a given time, their fiduciary duty to
          Plan Participants and beneficiaries under the Plan and ERISA requires
          that the Employer follow the advice of independent counsel as to the
          voting and tender or retention of Abbott Stock. The Abbott
          Laboratories Employee Benefit Board of Review (the "Board of Review")
          shall certify to the Trustee the names and specimen signatures of the
          Abbott Stock Committee. The Board of Review shall give prompt notice
          to the Trustee of changes in the Abbott Stock Committee, and until
          such notice is received by the Trustee, the Trustee shall be fully
          protected in assuming that the membership of the Abbott Stock
          Committee is unchanged and its members are acting accordingly. The
          Abbott Stock Committee may certify to the Trustee the names of persons
          authorized to act for it in relation to the Trustee and may designate
          a person, corporation or other entity, whether or not affiliated with
          the Employer, to so act. Whenever the Trustee is required or
          authorized to take any action hereunder pursuant to any written
          direction or determination of the Abbott Stock Committee, such
          direction or determination shall be sufficient protection to the
          Trustee if contained in a writing signed by any one or more of the
          persons authorized to execute documents on behalf of the Abbott Stock
          Committee, as the case may be. A majority of the members of the Abbott
          Stock Committee may act by meeting or by writing signed

                                      18B
<Page>

          without meeting. The Trustee shall act, and shall be fully protected
          in acting, in accordance with such orders, requests and instructions
          of the Abbott Stock Committee. The Abbott Stock Committee shall
          consist of the then acting Co-Trustees of the Abbott Laboratories
          Stock Retirement Trust.

          Any member of the Abbott Stock Committee may resign at any time upon
          sixty (60) days' written notice to the Board of Review, and the Board
          of Review may remove any of the members of the Abbott Stock Committee
          at any time upon sixty (60) days' written notice to that individual;
          provided, however, that the parties may by written instrument waive
          such notice. If any of the members of the Abbott Stock Committee shall
          resign, be removed or for any other reason cease to be a member of the
          Abbott Stock Committee, the Board of Review shall appoint a successor
          member. Subject to the foregoing provisions, any resignation or
          removal of a member of the Abbott Stock Committee or appointment of a
          new member of the Abbott Stock Committee shall be by instrument in
          writing and shall become effective on the date therein specified. Any
          successor member of the Abbott Stock Committee shall have the same
          powers and duties as the succeed member of the Abbott Stock Committee,
          subject to such changes as the Board of Review may then determine.

     (c)  EXECUTION OF PURCHASES AND SALES. To implement transactions regarding
          investments in Employer Stock, including purchases, redemptions and
          exchanges, the Trustee shall purchase or sell Employer Stock on the
          open market, as the case may be, as soon as practicable following
          receipt by the Trustee in good order all information and documentation
          necessary to effect such purchase or sale. However, the Trustee may
          accumulate all like purchases into a single batch and may accumulate
          all like sales as a result of receiving instructions for redemptions
          and exchanges out of Abbott Stock into a single batch, but shall not
          be required to do so.

          The Trustee may purchase or sell Abbott Stock from or to the Employer
          if the purchase or sale is for no more than adequate consideration
          (within the meaning of Section 3(18) of ERISA) and no commission is
          charged. To the extent that Employer contributions under the Plan are
          to be invested in Abbott Stock, the Employer may transfer Abbott Stock
          to the Trust in lieu of cash. The number of shares so transferred
          shall be determined by dividing the amount of the contribution by the
          closing price of Abbott Stock on any national securities exchange on
          the trading day immediately preceding the date as of which the
          contribution is made.


                                      18C
<Page>

          The Trustee and the Employer may, in an appendix to this Section 19,
          or in a separate services agreement, agree upon such prescribed dates
          for purchases and sales of Abbott Stock and such rules and conventions
          in connection with such purchases and sales as they may find mutually
          acceptable.

     (d)  SECURITIES LAW REPORTS. The Employer shall be responsible for filing
          all reports required under federal or state securities laws with
          respect to the Trust's ownership of Abbott Stock, including, without
          limitation, any reports required under Section 13 or 16 of the
          Securities Exchange Act of 1934, and shall immediately notify the
          Trustee in writing of any requirement to stop purchases or sales of
          Abbott Stock pending the filing of any report. The Trustee shall
          provide to the Employer such information on the Trust's ownership of
          Abbott Stock as the Employer may reasonably request in order to comply
          with federal or state securities laws.

     (e)  VOTING OF SHARES. Notwithstanding Section 10.8 of the Basic Plan
          Document, the provisions of this Section 19 shall govern the voting of
          Abbott Stock. When the issuer of Abbott Stock files preliminary proxy
          solicitation materials with the Securities and Exchange Commission
          (or final proxy solicitation materials where no preliminary proxy
          solicitation materials are filed), the Employer shall cause a copy of
          all the materials to be simultaneously sent to the Trustee, and the
          Trustee shall prepare a voting instruction form on behalf of the
          Abbott Stock Committee based upon these materials. The Abbott Stock
          Committee shall vote or not vote shares of Abbott Stock; provided,
          however, in the event that the Abbott Stock Committee in its sole
          judgment determines that any matter that is to be voted on at any
          general or special meeting of the shareholders of the Employer could
          materially affect the interests of Plan Participants, the Abbott Stock
          Committee shall promptly distribute copies of such proxy solicitation
          materials for such meeting to the Plan Participants and shall solicit
          the voting directions of Plan Participants on such matter.

          (In those cases where the Abbott Stock Committee determines that any
          matter to be voted on could materially affect the interests of the
          Plan Participants, the Abbott Stock Committee shall vote or not vote
          shares of Abbott Stock credited to Plan Participants' accounts as
          directed by such Plan Participants. Such directions shall be
          communicated in writing or by facsimile or similar means and shall be
          held in confidence by the Trustee and the Abbott Stock Committee and
          not divulged to the Employer, or any officer or employee thereof, or
          any other person (other than the members of the Abbott Stock Committee
          itself), or any other person except to the extent necessary for the
          Abbott


                                     18D
<Page>

          Stock Committee to act on the directions. The Abbott Stock Committee
          shall vote those shares of Abbott Stock not credited to Plan
          Participants' accounts, and those shares of Abbott Stock credited to
          the accounts of Plan Participants for which no voting directions are
          received in the same proportion on each issue as they vote those
          shares credited to Plan Participants' accounts for which they
          received voting directions from Plan Participants.

     (f)  TENDER OFFERS. Upon commencement of a tender offer for any Abbott
          Stock, the Employer shall notify each Plan Participant, and use its
          best efforts to timely distribute or cause to be distributed to Plan
          Participants the same information that is distributed to shareholders
          of the issuer of Abbott Stock in connection with the tender offer, and
          after consulting with the Abbott Stock Committee, shall provide at the
          Employer's expense a means by which Plan Participants may direct the
          Abbott Stock Committee whether or not to tender the Abbott Stock
          credited to their accounts (whether or not vested). The Employer will
          provide to the Trustee and the Abbott Stock Committee a copy of any
          material provided to Plan Participants and shall certify to the
          Trustee and the Abbott Stock Committee that the materials have been
          mailed or otherwise sent to Plan Participants.

          Each Plan Participant shall have the right to direct the Abbott Stock
          Committee to tender or not tender some or all of the shares of Abbott
          Stock credited to the Plan Participant's accounts. Directions from a
          Plan Participant to the Abbott Stock Committee concerning the tender
          of Abbott Stock shall be communicated in writing or by facsimile or
          such similar means and shall be held in confidence by the Trustee and
          the Abbott Stock Committee and not divulged to the Employer, or any
          officer or employee thereof (other than the members of the Abbott
          Stock Committee itself), or any other person except to the extent
          necessary for the Abbott Stock Committee to act on the directions. The
          Abbott Stock Committee shall tender or not tender shares of Abbott
          Stock as directed by the Plan Participant. The Abbott Stock Committee
          shall not tender shares of Abbott Stock credited to a Plan
          Participant's accounts for which they have received no directions from
          the Plan Participant.

          The Abbott Stock Committee shall tender that number of shares of
          Abbott Stock not credited to Plan Participants' accounts determined by
          multiplying the total number of such shares by a fraction, of which
          the numerator is the number of shares of Abbott Stock credited to Plan
          Participants' accounts for which the Abbott Stock Committee has
          received directions from Plan Participants to tender (which directions


                                      18E
<Page>

          have not been withdrawn as of the date of this determination), and of
          which the denominator is the total number of shares of Abbott Stock
          credited to Plan Participants' accounts.

          A Plan Participant who has directed the Abbott Stock Committee to
          tender some or all of the shares of Abbott Stock credited to his
          accounts may, at any time before the tender offer withdrawal date,
          direct the Abbott Stock Committee to withdraw the directed number of
          shares from the tender offer before the tender offer withdrawal
          deadline. A Plan Participant shall not be limited as to the number of
          directions to tender or withdraw that he may give to the Abbott Stock
          Committee.

          A direction by a Plan Participant to the Abbott Stock Committee to
          tender shares of Abbott Stock credited to his accounts shall not be
          considered a written election under the Plan by a Plan Participant to
          withdraw or have distributed to him any or all of such shares. The
          Abbott Stock Committee shall credit to each account of the Plan
          Participant from which the tendered shares were taken the proceeds
          received by the Trust in exchange for the shares of Abbott Stock
          tendered from that account. Pending receipt of directions from the
          Plan Participant as to the investment of the proceeds of the tendered
          shares, the Trustee shall invest the proceeds as the Abbott Stock
          Committee directs or if no directions are provided, the Trustee shall
          invest the proceeds as set forth in the Basic Plan Document.


                                      18F
<Page>

03/24/95                                             Basic Plan Document No. 05

                       ------------------------------------
                                      PRISM(R)
                              PROTOTYPE RETIREMENT
                                 PLAN AND TRUST
                       ------------------------------------


<Page>

                    PRISM(R) PROTOTYPE RETIREMENT PLAN AND TRUST

                                   TABLE OF CONTENTS
<Table>
<Caption>
ARTICLE                                                                                         PAGE
<S>                                                                                             <C>
I         DEFINITIONS ..........................................................................1

          1.1  DEFINITIONS .....................................................................1
          1.2  GENDER AND NUMBER ...............................................................10
          1.3  CONTROL OF TRADES OR BUSINESSES BY OWNER-EMPLOYEE ...............................10

II        ELIGIBILITY AND VESTING ..............................................................11

          2.1  ELIGIBILITY......................................................................11
          2.2  VESTING .........................................................................13

III       CODE 401(k) AND CODE 401(m) ARRANGEMENTS .............................................14
          3.1  PROVISION RELATING TO BOTH BEFORE TAX CONTRIBUTIONS AND AFTER
                    TAX CONTRIBUTIONS...........................................................14
          3.2  BEFORE TAX CONTRIBUTIONS (ELECTIVE DEFERRALS) ...................................18
          3.3  AFTER TAX CONTRIBUTIONS (EMPLOYEE CONTRIBUTIONS) ................................22
          3.4  EMPLOYER CONTRIBUTIONS ..........................................................23
          3.5  LIMITATIONS ON AFTER TAX CONTRIBUTIONS (EMPLOYEE CONTRIBUTIONS)
                    AND MATCHING CONTRIBUTIONS..................................................25
          3.6  NET PROFITS NOT REQUIRED IF SO ELECTED IN ADOPTION AGREEMENT ....................27
          3.7  FORM, PAYMENT AND ALLOCATION OF CONTRIBUTIONS....................................27
          3.8  DISTRIBUTION REQUIREMENTS FOR BEFORE TAX CONTRIBUTION ACCOUNT ...................28
          3.9  HARDSHIP DISTRIBUTION ...........................................................28
          3.10 WITHDRAWAL OF AFTER TAX CONTRIBUTIONS ...........................................29
          3.11 WITHDRAWAL OF MATCHING CONTRIBUTIONS ............................................30

IV        OTHER CONTRIBUTIONS ..................................................................31

          4.1 EMPLOYER CONTRIBUTIONS ...........................................................31
          4.2 SEPARATE ACCOUNTS ................................................................31
          4.3 VESTING ..........................................................................31
          4.4 LIMITATION ON EMPLOYER CONTRIBUTIONS .............................................31
          4.5 EMPLOYEE CONTRIBUTIONS ...........................................................31
          4.6 EXCLUSIVE BENEFIT ................................................................32


                                       i
<Page>

          4.7 FORM, PAYMENT AND ALLOCATION OF CONTRIBUTIONS ....................................33
          4.8 SAFE HARBOR ALLOCATION ...........................................................33

V         PERIOD OF PARTICIPATION...............................................................33

          5.1 TERMINATION DATES.................................................................33
          5.2 RESTRICTED PARTICIPATION..........................................................34

VI        ACCOUNTING............................................................................34

          6.1 ACCOUNTS ESTABLISHED .............................................................34
          6.2 EMPLOYER CONTRIBUTIONS CONSIDERED MADE ON LAST DAY OF
                   PLAN YEAR....................................................................35
          6.3 ACCOUNTING STEPS..................................................................35
          6.4 ALLOCATION OF EMPLOYER CONTRIBUTIONS..............................................35
          6.5 ALLOCATION OF FORFEITURES.........................................................36
          6.6 LIMITATION ON ALLOCATIONS.........................................................36
          6.7 REPORTS TO PARTICIPANTS...........................................................43

 VII      PAYMENT OF ACCOUNT BALANCES ..........................................................43

          7.1 TERMINATION OF EMPLOYMENT UPON DISABILITY OR DEATH................................43
          7.2 TIMING FOR DETERMINING ACCOUNT BALANCE UPON TERMINATION
                   OF EMPLOYMENT PRIOR TO RETIREMENT, DISABILITY OR DEATH ......................44
          7.3 VESTING ON DISTRIBUTION BEFORE BREAK-IN-SERVICE; CASH-OUTS .......................44
          7.4 RESTRICTIONS ON IMMEDIATE DISTRIBUTIONS...........................................45
          7.5 COMMENCEMENT OF BENEFITS..........................................................46
          7.6 TIMING AND MODES OF DISTRIBUTION .................................................46
          7.7 DESIGNATION OF BENEFICIARY........................................................52
          7.8 OPTIONAL FORMS OF BENEFIT ........................................................53
          7.9 DISTRIBUTION UPON DISABILITY......................................................53
          7.10 JOINT AND SURVIVOR ANNUITY REQUIREMENTS..........................................53
          7.11 DISTRIBUTIONS TO QUALIFIED PLANS.................................................59
          7.12 PROFIT SHARING PLANS AND 401(k) PROFIT SHARING PLANS ONLY -
                    WITHDRAWAL OF EMPLOYER CONTRIBUTIONS .......................................59
          7.13 PROHIBITION AGAINST ALIENATION...................................................59
          7.14 MISSING PARTICIPANT OR BENEFICIARY...............................................60
          7.15 LIMITATION ON CERTAIN DISTRIBUTIONS..............................................60
          7.16 FORM OF DISTRIBUTIONS AND WITHDRAWALS ...........................................60

 VIII     DIRECT ROLLOVERS .....................................................................61

           8.1 GENERAL .........................................................................61
           8.2 DEFINITIONS .....................................................................61

                                       ii
<Page>

IX         TOP HEAVY PROVISIONS ................................................................62

           9.1 USE OF TOP-HEAVY PROVISIONS .....................................................62
           9.2 TOP-HEAVY DEFINITIONS ...........................................................62
           9.3 MINIMUM ALLOCATION ..............................................................64
           9.4 MINIMUM VESTING SCHEDULES .......................................................65

X          TRUSTEE .............................................................................65

           10.1 TRUSTEE ........................................................................65
           10.2 RECORDS AND ACCOUNTS OF TRUSTEE ................................................66
           10.3 REPORTS TO EMPLOYER ............................................................66
           10.4 POWERS OF TRUSTEE ..............................................................66
           10.5 TRUSTEE'S FEES AND EXPENSES ....................................................68
           10.6 TRUSTEE MAY RESIGN OR BE REMOVED ...............................................68
           10.7 SEPARATE INVESTMENT FUNDS ......................................................69
           10.8 REGISTRATION, DISTRIBUTION AND VOTING OF EMPLOYER STOCK AND
                    PROCEDURES REGARDING TENDER OFFERS .........................................73
           10.9 VALUATION OF INVESTMENT FUNDS AND ACCOUNTS .....................................76

XI         ADMINISTRATION ......................................................................77

           11.1 COMMITTEE MEMBERSHIP ...........................................................77
           11.2 POWERS AND DUTIES OF COMMITTEE .................................................77
           11.3 ACTIONS OF THE COMMITTEE .......................................................78
           11.4 RESIGNATION, REMOVAL AND DESIGNATION OF SUCCESSORS .............................78
           11.5 COMMITTEE REVIEW ...............................................................78
           11.6 RECORDS ........................................................................79
           11.7 COMPENSATION ...................................................................79
           11.8 DESIGNATION OF NAMED FIDUCIARIES AND ALLOCATION OF
                    RESPONSIBILITY AMONG FIDUCIARIES ...........................................79
           11.9 NOTICE BY COMMITTEE OR EMPLOYER ................................................80
           11.10 LOANS TO PARTICIPANTS .........................................................80

XII        FAILURE TO ATTAIN OR RETAIN QUALIFIED STATUS ........................................83
           12.1 FAILURE TO QUALIFY AS A PROTOTYPE ..............................................83
           12.2 FAILURE OF EMPLOYER TO ATTAIN OR RETAIN QUALIFICATION ..........................83

XIII       MISCELLANEOUS .......................................................................83

           13.1 EMPLOYER ACTION ................................................................83
           13.2 NO GUARANTEE OF INTERESTS ......................................................83
           13.3 EMPLOYMENT RIGHTS ..............................................................83
           13.4 INTERPRETATIONS AND ADJUSTMENTS ................................................83


                                       iii
<Page>

           13.5 UNIFORM RULES ..................................................................83
           13.6 EVIDENCE .......................................................................83
           13.7 WAIVER OF NOTICE ...............................................................84
           13.8 CONTROLLING LAW ................................................................84
           13.9 TAX EXEMPTION OF TRUST .........................................................84
           13.10 COUNTERPARTS ..................................................................84
           13.11 ANNUAL STATEMENT OF ACCOUNT ...................................................84
           13.12 NO DUTY TO INQUIRE ............................................................84
           13.13 INVALIDITY ....................................................................84
           13.14 TITLES ........................................................................84
           13.15 NO DUTY OF TRUSTEE TO COLLECT CONTRIBUTIONS ...................................84
           13.16 TRUSTEE DISTRIBUTES BY COMMITTEE DIRECTION ....................................84

XIV        AMENDMENT OR TERMINATION ............................................................84

           14.1 AMENDMENT BY THE SPONSOR .......................................................84
           14.2 AMENDMENT BY ADOPTING EMPLOYER .................................................85
           14.3 VESTING - PLAN TERMINATION .....................................................85
           14.4 VESTING - COMPLETE DISCONTINUANCE OF CONTRIBUTIONS .............................85
           14.5 PLAN MERGER - MAINTENANCE OF BENEFIT ...........................................85
           14.6 DIRECT TRANSFER ................................................................85
           14.7 TERMINATION OF PARTICIPATION BY EMPLOYER .......................................86
           14.8 NOTICE OF AMENDMENT, TERMINATION OR PARTIAL TERMINATION ........................86
           14.9 SUBSTITUTION OF TRUSTEE ........................................................86

 XV        DISCHARGE OF DUTIES BY FIDUCIARIES ..................................................86

           15.1 DISCHARGE OF DUTIES ............................................................86

XVI        AMENDMENT AND CONTINUATION OF ORIGINAL PLAN .........................................87

           16.1 AMENDMENT AND CONTINUATION .....................................................87
</Table>


                                       iv
<Page>

                   PRISM(R) PR0TOTYPE RETIREMENT PLAN AND TRUST

                                    ARTICLE I
                                   DEFINITIONS

1.1  DEFINITIONS. Unless the context indicates otherwise, the following terms,
     when used herein with initial capital letters, shall have the meanings set
     forth below:

     (A)  ACCOUNTING DATE: The date which is the last business day of each month
          of the Employer's Plan Year or such other date as may be agreed upon
          between the Employer and the Trustee, but only if the Employer has
          specifically requested the Trustee to prepare an accounting on or
          before such date. Notwithstanding the foregoing, the Trustee shall
          value the assets held in the Trust on each business day that the
          Trustee and the New York Stock Exchange are open for business.

     (B)  ADOPTION AGREEMENT: The Adoption Agreement adopting this Plan which
          has been executed by the Employer and accepted by the Trustee,
          including any amendment thereof, which is incorporated herein by
          reference.

     (C)  BASIC PLAN DOCUMENT: This document, which, in connection with the
          Adoption Agreement forms the Plan.

     (D)  BENEFICIARY: The person or persons to whom a deceased Participant's
          benefits are payable under the Plan.

     (E)  BREAK IN SERVICE: A 12-consecutive month period during which the
          Participant does not complete more than one-half of the Hours of
          Service with the Employer required for a Year of Service, as elected
          in the Adoption Agreement. For eligibility purposes, the initial
          12-consecutive month period is the period beginning on the Employees
          date of hire. Subsequent 12-consecutive month periods for eligibility
          purposes will be either the period ending on the annual anniversary of
          the Employee's date of hire or the Plan Year, as selected in the
          Adoption Agreement. For all other purposes, the 12-consecutive month
          period shall be the Plan Year, or other computation period as selected
          in the Adoption Agreement. If the elapsed time method of crediting
          service is elected in the Adoption Agreement, "Break In Service" will
          mean a Period of Severance of at least 12 consecutive months.

     (F)  CODE: The Internal Revenue Code of 1986, and amendments thereto.

     (G)  COMMITTEE: The Committee provided for in Article XI, which shall be a
          Named Fiduciary as defined in the Employee Retirement Income Security
          Act of 1974, as amended ("ERISA"). To the extent that the Employer
          does not appoint a Committee, the Employer shall have the duty of the
          day to day administration of the Plan and shall be the Named Fiduciary
          for that purpose.

     (H)  COMPENSATION: Compensation shall have the following various
          definitions, as may be appropriate within the context of the Plan:

<Page>

          (1)  Compensation as that term is defined in Section 6.6(A) of the
               Plan. For any Self-Employed Individual covered under the Plan,
               Compensation will mean Earned Income. Compensation shall include
               only that compensation which is actually paid to the Participant
               during the determination period. Except as provided elsewhere 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. For
               purposes of allocations of Employer Profit Sharing or Matching
               Contributions, the definition of Compensation in Section
               6.6(A)(2)(a) shall be used, as modified in the Adoption
               Agreement.

               Notwithstanding the above, if elected by the Employer in the
               Adoption Agreement, Compensation for allocation purposes shall
               include any amount which is contributed by the Employer pursuant
               to a salary reduction agreement and which is not includible in
               the gross income of the employee under Sections 125, 402(e)(3),
               402(h)(1)(B) or 403(b) of the Code.

          (2)  For years beginning after December 31, 1988, and prior to January
               1, 1994, the annual Compensation of each Participant taken into
               account for determining all benefits provided under the Plan for
               any determination period shall not exceed $200,000. This
               limitation shall be adjusted by the Secretary at the same time
               and in the same manner as under Section 415(d) of the Code 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. After December 31, 1993, the annual
               Compensation of each Participant taken into account for
               determining all benefits provided under the Plan for any
               determination period shall not exceed $150,000, or such other
               lesser amount as may be specified in the Adoption Agreement. This
               limitation shall be adjusted by the Secretary at the same time
               and in the same manner as under Section 415(d) of the Code. If a
               Plan determines Compensation on a period of time that contains
               fewer than 12 calendar months, then the annual Compensation limit
               is an amount equal to the annual Compensation limit for the
               calendar year in which the Compensation period begins multiplied
               by a ratio obtained by dividing the number of full months in the
               period by 12.

               In determining the Compensation of a Participant for purposes of
               this limitation, the rules of Section 414(q)(6) of the Code shall
               apply, except in applying such rules, the term "family" shall
               include only the Spouse of the Participant and any lineal
               descendants of the Participant who have not attained age 19
               before the close of the year. If, as a result of the application
               of such rules the adjusted annual compensation limitation is
               exceeded, then (except for purposes of determining the portion of
               Compensation up to the integration level if this Plan provides
               for permitted disparity), the limitation shall be prorated among
               the affected individuals in proportion to each such individual's
               Compensation as determined under this Section prior to the
               application of this limitation.

               If compensation for any prior determination period is taken into
               account in determining an Employee's allocations or benefits for
               the current determination period, the compensation for such prior
               year is subject to the applicable annual compen-


                                       PAGE 2
<Page>

               sation limit in effect for that prior year. For this purpose, for
               years beginning before January 1, 1990, the applicable
               compensation limit 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.

     (I)  DISABILITY: The inability to engage in any substantial gainful
          activity by reason of any medically determinable physical or mental
          impairment which 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 permanence and degree of such impairment
          shall be supported by medical evidence. The Employer shall determine
          the existence of a Disability based on its current disability policy,
          applied on a uniform and nondiscriminatory basis.

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

     (K)  EARLY RETIREMENT DATE: The date specified in the Adoption Agreement at
          which a participating Employee may receive an early retirement
          benefit.

     (L)  EFFECTIVE DATE: The date specified in the Adoption Agreement which
          shall be the effective date of the provisions of this Plan, unless
          modified in Item B(18) of the Adoption Agreement. If the Plan is a
          restatement of an existing Plan, the original effective date of the
          Plan shall be as specified in the Adoption Agreement.

     (M)  ELIGIBLE EMPLOYEE: Any Employee who is eligible to receive an Employer
          contribution (including forfeitures), as defined in Item B(6) of the
          Adoption Agreement.

     (N)  ELIGIBILITY COMPUTATION PERIOD: For purposes of determining Years of
          Service and Breaks in Service for purposes of eligibility, the initial
          Eligibility Computation Period is the 12-consecutive month period
          beginning on the Employee's Employment Commencement Date.

          (1)  For plans in which the Eligibility Computation Periods commence
               on the 12-consecutive month anniversary of the Employee's
               Employment Commencement Date, the succeeding 12-consecutive month
               periods commence with the first anniversary of the Employee's
               Employment Commencement Date.

          (2)  For plans in which the Eligibility Computation Period shifts to
               the Plan Year, the succeeding 12-consecutive month periods
               commence with the first Plan Year which commences prior to the
               first anniversary of the Employee's Employment Commencement Date
               regardless of whether the Employee is entitled to be credited
               with number of Hours of Service specified in the Adoption
               Agreement during the


                                       PAGE 3
<Page>

               initial Eligibility Computation Period. An Employee who is
               credited with number of Hours of Service specified in the
               Adoption Agreement 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 Years of Service for purposes of
               eligibility to participate.

               Years of Service and Breaks in Service will be measured on the
               same Eligibility Computation Period.

          (3)  Notwithstanding any other provisions of this section, if the
               elapsed time method of crediting service is elected in the
               Adoption Agreement for purposes of eligibility, an Employee will
               receive credit for the aggregate of all time periods completed
               (as may be elected in the Adoption Agreement) beginning with the
               Employee's Employment Commencement Date or Reemployment
               Commencement Date and ending on the date a Break In Service
               begins. The Employee will receive credit for any Period of
               Severance of less than 12 consecutive months.

     (O)  EMPLOYEE: Any employee, including any Self Employed Individual, of the
          Employer maintaining the Plan or of any other employer required to be
          aggregated with such Employer under Sections 414(b), (c), (m) or (o)
          of the Code.

          The term Employee shall also include any Leased Employee deemed to be
          an Employee of any Employer described in the previous paragraph as
          provided in Sections 414(n) or (o) of the Code.

     (P)  EMPLOYER: The Employer specified in the Adoption Agreement and any
          successor to the business of the Employer establishing the Plan, which
          shall be the Plan Administrator for purposes of Section 3(16) of
          ERISA, a Named Fiduciary as defined in ERISA, and which may delegate
          all or any part of its powers, duties and authorities in such capacity
          without ceasing to be such Plan Administrator.

     (Q)  EMPLOYMENT COMMENCEMENT DATE: The date on which an Employee first
          performs an Hour of Service for the Employer.

     (R)  ENTRY DATE: The date selected by the Employer in Item B(6)(d) of the
          Adoption Agreement, which shall be:

          (1)  The Effective Date of the Plan, for any Employee who has
               satisfied the eligibility requirements set forth in the Adoption
               Agreement;

          (2)  The first day of the month which coincides with or immediately
               follows the date on which the Employee satisfies the eligibility
               requirements set forth in the Adoption Agreement;

          (3)  The first day of the Plan Year or the fourth, seventh, or tenth
               month of the Plan Year which coincides with or immediately
               follows the date on which the Employee satisfies such eligibility
               requirements;


                                       PAGE 4
<Page>

          (4)  The first day of the Plan Year or the seventh month of the Plan
               Year which coincides with or immediately follows the date on
               which the Employee satisfies such eligibility requirements;

          (5)  The first day of the Plan Year, but only if the eligibility
               service requirements specified in Item B(6)(d) are six months or
               less; or,

          (6)  As soon as practicable after the Employee satisfies such
               eligibility requirements specified in the Adoption Agreement, but
               in no event beyond the date which would be six months following
               the date on which the Employee first completes the eligibility
               requirements specified in the Adoption Agreement.

     (S)  ERISA: The Employee Retirement Income Security Act of 1974, as
          amended.

     (T)  HIGHLY COMPENSATED EMPLOYEE: The term Highly Compensated Employee
          includes highly compensated active employees and highly compensated
          former employees.

          A highly compensated active employee includes any Employee who
          performs service for the Employer during the determination year and
          who, during the look-back year: (i) received Compensation from the
          Employer in excess of $75,000 (as adjusted pursuant to Section 415(d)
          of the Code); (ii) received Compensation from the Employer in excess
          of $50,000 (as adjusted pursuant to Section 415(d) of the Code) and
          was a member of the top-paid group for such year; or (iii) was an
          officer of the Employer and received Compensation during such year
          that is greater than 50 percent of the dollar limitation in effect
          under section 415(b)(1)(A) of the Code. The term Highly Compensated
          Employee also includes: (i) Employees who are both described in the
          preceding sentence if the term "determination year" is substituted for
          the term "look-back year" and the Employee is one of the 100 Employees
          who receive the most compensation from the Employer during the
          determination year; and (ii) Employees who are 5 percent owners at any
          time during the look-back year or determination year.

          If no officer has satisfied the Compensation requirement of (iii)
          above during either a determination year or look-back year, the
          highest paid officer for such year shall be treated as a Highly
          Compensated Employee.

          For this purpose, the determination year shall be the Plan Year. The
          look-back year shall be the twelve-month period immediately preceding
          the determination year. A highly compensated former employee includes
          any Employee who separated from service (or was deemed to have
          separated) prior to the determination year, performs no service for
          the Employer during the determination year, and was a highly
          compensated active employee for either the separation year or any
          determination year ending on or after the Employee's 55th birthday.

          If an Employee is, during a determination year or look-back year, a
          family member of either a 5 percent owner who is an active or former
          employee or a Highly Compensated Employee who is one of the 10 most
          Highly Compensated Employees ranked on the basis of Compensation paid
          by the Employer during such year, then the family member and the 5
          percent owner or top-ten Highly Compensated Employee shall be
          aggregated. In such


                                       PAGE 5
<Page>

          case, the family member and 5 percent owner or top-ten Highly
          Compensated Employee shall be treated as a single employee receiving
          Compensation and Plan contributions or benefits equal to the sum of
          such Compensation and contributions or benefits of the family member
          and 5 percent owner or top-ten Highly Compensated Employee.

          For purposes of this Section, family member includes the Spouse,
          lineal ascendants and descendants of the employee or former employee
          and the spouses of such lineal ascendants and descendants.

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

     (U)  HOUR OF SERVICE:

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

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

          (3)  Each hour for which back pay, irrespective of mitigation of
               damages, is either awarded or agreed to by the Employer. The same
               Hours of Service shall not be credited both under subparagraph
               (1) or subparagraph (2), as the case may be, and under this
               subparagraph (3). These hours shall be credited to the Employee
               for the computation period or periods to which the award or
               agreement pertains rather than for the computation period in
               which the award, agreement or payment is made.

               Hours of Service will be credited for employment with other
               members of an affiliated service group (under Section 414(m)), a
               controlled group of corporations (under Section 414(b)), or a
               group of trades or businesses under common control (under Section
               414(c)) of which the adopting Employer is a member, and any other
               entity required to be aggregated with the Employer pursuant to
               Section 414(o).

               Hours of Service will also be credited for any individual
               considered an Employee for purposes of this Plan under Sections
               414(n) or 414(o).


                                       PAGE 6
<Page>

          (4)  Where the Employer maintains the Plan of a predecessor employer,
               service for such predecessor employer shall be treated as service
               for the Employer. If the Employer does not maintain the Plan of a
               predecessor employer, the Plan does not credit service with the
               predecessor employer, unless the Employer identifies the
               predecessor in its Adoption Agreement and specifies the purposes
               for which the Plan will credit service with that predecessor
               employer.

          (5)  Solely for purposes of determining whether a Break-in-Service, as
               defined in Section 1.1 (E), for participation and vesting
               purposes has occurred in a computation period, an individual who
               is absent from work for maternity or paternity reasons shall
               receive credit for the Hours of Service which would otherwise
               have been credited to such individual but for such absence, or in
               any case in which such hours cannot be determined, 8 Hours of
               Service per day of such absence. For purposes of this paragraph,
               an absence from work for maternity or paternity reasons means an
               absence (1) by reason of the pregnancy of the individual, (2) by
               reason of a birth of a child of the individual, (3) by reason of
               the placement of a child with the individual in connection with
               the adoption of such child by such individual, or (4) for
               purposes of caring for such child for a period beginning
               immediately following such birth or placement. The Hours of
               Service credited under this paragraph shall be credited (1) in
               the computation period in which the absence begins if the
               crediting is necessary to prevent a Break-in-Service in that
               period, or (2) in all other cases, in the following computation
               period.

          (6)  Hours of Service will be determined on the basis of the method
               selected in the Adoption Agreement.

     (V)  INVESTMENT FUND: One of the funds provided for Section 10.7, and as
          selected by the Employer, as a Named Fiduciary, on the Investment Fund
          Designation portion of the Adoption Agreement.

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

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


                                       PAGE 7
<Page>

     (X)  NET PROFITS: Current and accumulated earnings of the Employer before
          Federal and state taxes and contributions to this and any other
          qualified Plan, determined by the Employer in accordance with
          generally accepted accounting principles.

     (Y)  NONHIGHLY COMPENSATED EMPLOYEE: An Employee of the Employer who is
          neither a Highly Compensated Employee nor a Family Member.

     (Z)  NORMAL RETIREMENT DATE: The date specified in the Adoption Agreement
          at which a participant shall become fully vested in his account
          balances, as provided for in this document.

     (AA) OWNER-EMPLOYEE: An individual who is a sole proprietor, or who is a
          partner owning more than 10 percent of either the capital or profits
          interest of the partnership.

     (BB) PAIRED PLANS: The Employer has adopted Plan #001 and Plan #003, both
          using this basic Plan document, which constitutes a set of "paired
          plans" as defined by the Internal Revenue Service in Revenue Procedure
          89-9, or any successor thereto.

     (CC) PARTICIPANT: A person who becomes eligible to participate in
          accordance with the provisions of Article II, and whose participation
          has not been terminated.

     (DD) PERMITTED DISPARITY LEVEL: The level selected in the Adoption
          Agreement, not to exceed the Taxable Wage Base in effect at the
          beginning of the Plan Year. The Taxable Wage Base is the contribution
          and benefit base under section 230 of the Social Security Act at the
          beginning of the year.

     (EE) PERIOD OF SERVICE: The period beginning on the Employee's Employment
          Commencement Date or Reemployment Commencement Date, and ending on the
          date a Period of Severance begins. The Employee will receive credit
          for any Period of Service of less than 12 consecutive months.
          Fractional periods of a year will be expressed in days.

     (FF) PERIOD OF SEVERANCE: A continuous period of time during which the
          Employee is not employed by the Employer. A Period of Severance begins
          on the date the Employee retires, quits, or is discharged, or dies, or
          if earlier, the twelve month anniversary of the date on which the
          Employee was first absent from work for any other reason; provided,
          that if an Employee is absent from work for any other reason and
          retires, quits, is discharged, or dies within 12 months, the Period of
          Severance begins on the day the Employee quits, retires, is
          discharged, or dies.

     (GG) PLAN: This Plan established by the Employer as embodied in this
          agreement and in the Adoption Agreement, and all subsequent amendments
          thereto.

     (HH) PLAN YEAR: The 12-consecutive month period designated by the Employer
          in the Adoption Agreement. In the event that the original Effective
          Date is not the first day of the Plan Year, the first Plan Year shall
          be a short Plan Year, beginning on the original Effective Date, and
          ending on the last day of the Plan Year as specified in the Adoption
          Agreement.


                                       PAGE 8
<Page>

     (II) QUALIFIED DISTRIBUTION DATE: For purposes of Section 7.13, the
          Qualified Distribution Date, if selected in the Adoption Agreement,
          shall be the earliest retirement date specified in Code Section 414(p)
          and shall operate to allow a distribution to an Alternate Payee at the
          time a domestic relations order is determined to be qualified.

     (JJ) REEMPLOYMENT COMMENCEMENT DATE: The date on which an Employee
          completes an Hour of Service with the Employer after a Break In
          Service or a Period of Severance.

     (KK) RELATED EMPLOYERS: Any employer related to the Employer as a
          controlled group of corporations (as defined in Section 414(b) of
          the Code), a group of trades or businesses (whether or not
          incorporated) which are under common control (as defined in Section
          414(c)) or an affiliated service group (as defined in Section 414(m)
          or in Section 414(o) of the Code). If the Employer is a member of a
          related group, the term "Employer" includes the related group members
          for purposes of crediting Hours of Service, determining Years of
          Service and Breaks in Service under Article II, applying participation
          and coverage testing, applying the limitations on allocations in
          Section 6.6, applying the top heavy rules and the minimum allocation
          requirements of Article IX, the definitions of Employee, Highly
          Compensated Employee, Compensation and Leased Employee, and for any
          other purpose required by the applicable Code section or by a Plan
          provision. However, an Employer may contribute to the Plan only by
          signing the Adoption Agreement or a Participation Agreement to the
          Employer's Adoption Agreement. If one or more of the Employer's
          related group members become Participating Employers by executing a
          Participation Agreement to the Employer's Adoption Agreement, the term
          "Employer" includes the participating related group members for all
          purposes of the Plan, and "Plan Administrator" means the Employer that
          is the signatory to the Adoption Agreement.

          If the Employer's Plan is a standardized Plan, all Employees of the
          Employer or of any member of the Employer's related group, are
          eligible to participate in the Plan, irrespective of whether the
          related group member directly employing the Employee is a
          Participating Employer. If the Employer's Plan is a nonstandardized
          Plan, the Employer must specify in Item B(5) of its Adoption
          Agreement, whether the Employees of related group members that are
          not Participating Employers are eligible to participate in the Plan.
          Under a nonstandardized Plan, the Employer may elect to exclude
          from the definition of "Compensation" for allocation purposes any
          Compensation received from a related employer that has not executed a
          Participation Agreement and whose Employees are not eligible to
          participate in the Plan.

     (LL) SELF-EMPLOYED INDIVIDUAL: An individual who has Earned Income for the
          taxable year from the trade or business for which the Plan is
          established; also, an individual who would have had Earned Income but
          for the fact that the trade or business had no Net Profits for the
          taxable year.

     (MM) SPOUSE: The person to whom the Participant is legally married at the
          relevant time. Notwithstanding the foregoing, if selected in the
          Adoption Agreement, Spouse shall only refer to an individual to whom a
          Participant has been married to for a period of at least one year,
          ending at the relevant time.


                                     PAGE 9
<Page>

     (NN) STOCKHOLDER-EMPLOYEE: An employee or officer of an electing small
          business (Subchapter S) corporation who owns (or is considered as
          owning within the meaning of Section 318(a)(1) of the Code), on any
          day during the taxable year of such corporation, more than 5% of the
          outstanding stock of the corporation.

     (OO) TERMINATION DATE: The date on which a Participant's employment is
          terminated as provided in Section 5.1.

     (PP) TRUSTEE: The entity specified in Item B(17) of the Adoption Agreement,
          which shall be any bank or trust company which is affiliated with
          KeyCorp. within the meaning of Section 1504 of the Code, each of which
          with full trust powers, and its successors by merger or
          reorganization.

     (QQ) TRUST FUND: All assets held under the Plan by the Trustee.

     (RR) VALUATION DATE. The date on which the assets of the Trust shall be
          valued, as provided for herein, with earning or losses since the
          previous Valuation Date being credited, as appropriate to Participant
          accounts. Notwithstanding anything to the contrary in the Plan, the
          Valuation date shall be each business day that the Trustee and the New
          York Stock Exchange are each open for business, provided, however,
          that the Trustee shall not be obligated to value the Trust in the
          event through circumstances beyond its control, appropriate prices may
          not be obtained for the assets held in the Investment Funds.

     (SS) VESTING COMPUTATION PERIOD. The Vesting Computation Period shall be
          the 12-consecutive month period selected by the Employer in the
          Adoption Agreement.

     (TT) YEAR OF PARTICIPATION: For purposes of vesting, a twelve (12) month
          period in which an Employee has a balance in an account established
          under a 401(k)/401(m) arrangement regardless of whether the Employee
          is currently making contributions under the arrangement.

     (UU) YEAR OF SERVICE: (i) If the elapsed time method of crediting service
          is elected in the Adoption Agreement, a Year of Service will mean a
          one-year Period of Service. If the actual hours method of crediting
          service is elected in the Adoption Agreement, a Year of Service will
          mean a 12-consecutive month period as specified in the Adoption
          Agreement during which the Employee completes the number of Hours of
          Service (not to exceed 1000) specified in the Adoption Agreement.

1.2  GENDER AND NUMBER. Unless the context indicates otherwise, the masculine
     shall include the feminine, and the use of any words herein in the singular
     shall include the plural and vice versa.

1.3  CONTROL OF TRADES OR BUSINESSES BY OWNER-EMPLOYEE. If this Plan provides
     contributions or benefits for one or more Owner-Employees who control both
     the business for which this Plan is established and one or more other
     trades or businesses, this Plan and the Plan established for other trades
     or businesses must, when looked at as a single Plan, satisfy Sections 401
     (a) and (d) for the employees of this and all other trades or businesses.

     If the Plan provides contributions or benefits for one or more
     Owner-Employees who control one or more other trades or businesses, the
     employees of the other trades or businesses must be in-


                                     PAGE 10
<Page>

     cluded in a Plan which satisfies Sections 401(a) and (d) and which
     provides contributions and benefits not less favorable than provided for
     Owner-Employees under this Plan.

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

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

     (1)  Own the entire interest in an unincorporated trade or business, or

     (2)  In the case of a partnership, own more than 50 percent of either
          capital interest or the profits interest in the partnership.

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

                                    ARTICLE II
                             ELIGIBILITY AND VESTING

2.1  ELIGIBILITY.

     (A)  PARTICIPATION. Every Employee who meets the eligibility requirements
          specified by the Employer in the Adoption Agreement shall become
          eligible to commence participation in this Plan.

     (B)  COMMENCEMENT OF PARTICIPATION.

          (1)  For purposes of Money Purchase Pension Plans, Profit Sharing
               Plans and 401(k) Plans with Profit Sharing Contributions, each
               Eligible Employee shall commence participation on the Entry Date.

          (2)  For purposes of 401(k) and 401(m) arrangements, an Eligible
               Employee may, but is not required to, enroll as a Participant as
               of the Entry Date on which such Employee is initially eligible
               by filing with the Committee before such date, an enrollment
               form prescribed by the Committee. The time period for filing an
               enrollment form shall be determined by the Committee. The form
               shall include an authorization and request to the Employer to
               deduct from such Participant's Compensation in each pay
               period the designated After Tax Contributions, and/or to reduce
               such Participant's Compensation in each pay period by the amount
               of the designated Before Tax Contributions.


                                      PAGE 11
<Page>

     (C)  YEARS OF SERVICE COUNTED TOWARDS ELIGIBILITY. All Years of Service
          with the Employer are counted toward eligibility except the following:

          (1)  In a Plan which (a) requires an Employee to complete more than
               one Year of Service as an eligibility requirement and (b)
               provides immediate 100% vesting in a Participant's Employer
               Contribution Account after not more than two (2) Years of
               Service, if an Employee has a 1-year Break in Service before
               satisfying the Plan's requirement for eligibility, service before
               such break will not be taken into account.

          (2)  In the case of a Participant who does not have any nonforfeitable
               right to the account balance derived from Employer contributions,
               Years of Service before a period of consecutive 1-year Breaks in
               Service will not be taken into account in computing eligibility
               service if the number of consecutive 1-year Breaks in Service in
               such period equals or exceeds the greater of 5 or the aggregate
               number of Years of Service. Such aggregate number of Years of
               Service will not include any Years of Service disregarded under
               the preceding sentence by reason of prior Breaks in Service.

          (3)  If a Participant's Years of Service are disregarded pursuant to
               the preceding paragraph, such Participant will be treated as a
               new Employee for eligibility purposes. If a Participant's Years
               of Service may not be disregarded pursuant to the preceding
               paragraph, such Participant shall continue to participate in the
               Plan, or, if terminated, shall participate immediately upon
               reemployment.

     (D)  ELIGIBILITY BREAK IN SERVICE, ONE YEAR HOLD-OUT RULE. If the Plan is
          a nonstandardized Plan, then:

          (1)  In the case of any Participant who has a 1-year Break in Service
               or Severance, years of eligibility service before such break will
               not be taken into account until the Employee has completed a
               Year of Service after returning to employment.

          (2)  For plans in which the eligibility computation is measured with
               reference to the Employment Commencement Date, such Year of
               Service will be measured beginning on the Employee's Reemployment
               Commencement Date and, if necessary, subsequent 12-consecutive
               month periods beginning on anniversaries of the Reemployment
               Commencement Date.

          (3)  For plans which shift the Eligibility Computation Period to the
               Plan Year, such Year of Service will be measured by the
               12-consecutive month period beginning on the Employee's
               Reemployment Commencement Date and, if necessary, Plan Years
               beginning with the Plan Year which includes the first anniversary
               of the Reemployment Commencement Date.

          (4)  If a Participant completes a Year of Service in accordance with
               this provision, his or her participation will be reinstated as a
               Participant as of the Reemployment Commencement Date.

     (E)  PARTICIPATION UPON RETURN TO ELIGIBLE CLASS.


                                     PAGE 12
<Page>

          (1)  In the event a Participant is no longer a member of an eligible
               class of Employees and becomes ineligible to participate but has
               not incurred a Break In Service, such Employee shall participate
               immediately upon returning to an eligible class of Employees. If
               such Participant incurs a Break In Service eligibility will be
               determined under the Break in Service rules of the Plan.

          (2)  In the event an Employee who is not a member of an eligible class
               of Employees becomes a member of an eligible class, such Employee
               will participate immediately if such Employee has satisfied the
               minimum age and service requirements and would have otherwise
               previously become a Participant.

2.2  VESTING.

     (A)  VESTING SCHEDULE. In the case of an Employee who terminates
          participation under this Plan for any reason other than death,
          Disability, or employment at the Normal Retirement Date, such
          Participant, as of the last day of his participation under this Plan,
          shall have a vested interest in his Employer Contribution Account
          pursuant to the formula specified by the Employer in the Adoption
          Agreement.

     (B)  VESTING UPON NORMAL RETIREMENT DATE. Notwithstanding the vesting
          schedule elected by the Employer in Items B(7)(a) or C(4)(d) of the
          Adoption Agreement, an Employee's right to his or her Employer
          Contribution balance shall be nonforfeitable at the Employee's
          Normal Retirement Date.

     (C)  VESTING BREAK IN SERVICE - 1 YEAR HOLDOUT. In the case of any
          Participant who has incurred a 1-year Break in Service, Years of
          Service before such break will not be taken into account until the
          Participant has completed a Year of Service after such Break in
          Service.

     (D)  VESTING FOR PRE-BREAK AND POST-BREAK ACCOUNT. In the case of a
          Participant who has 5 or more consecutive 1-year Breaks in Service,
          all service after such Breaks in Service will be disregarded for the
          purpose of vesting the employer-derived account balance that accrued
          before such Breaks in Service. Such Participant's pre-break service
          will count in vesting the post-break employer-derived account balance
          only if either:

          (1)  such Participant has any nonforfeitable interest in the account
               balance attributable to employer contributions at the time of
               separation from service; or

          (2)  upon returning to service the number of consecutive 1-year
               Breaks in Service is less than the number of Years of Service.
               Separate accounts will be maintained for the Participant's
               pre-break and post-break Employer Contribution Account balance.
               Both accounts will share in the earnings and losses of the Trust
               Fund.

     (E)  AMENDMENT OF VESTING SCHEDULE. If the Plan's vesting schedule is
          amended, or 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 or from a
          top-heavy vesting schedule, each Participant with at least three (3)
          Years of Service with the Employer may elect within a reasonable
          period after the adoption of the amend-


                                     PAGE 13
<Page>

          ment or change, to have the nonforfeitable percentage computed under
          this Plan without regard to such amendment or change. For Participants
          who do not have at least 1 Hour of Service in any Plan Year beginning
          after December 31, 1988, the preceding sentence shall be applied by
          substituting "5 Years of Service" for "3 Years of Service" where such
          language appears.

          This period during which the election may be made shall commence with
          the date the amendment is adopted or deemed to be made and shall end
          on the latest of:

          (1)  Sixty (60) days after the amendment is adopted;
          (2)  Sixty (60) days after the amendment becomes effective; or
          (3)  Sixty (60) days after the Participant is issued written notice of
               the amendment by the Employer or Committee.

     (F)  AMENDMENT AFFECTING VESTED AND/OR ACCRUED BENEFITS. No amendment to
          the Plan shall be effective to the extent that it has the effect of
          decreasing a Participant's accrued benefit. Notwithstanding the
          preceding sentence, a Participant's account balance may be reduced to
          the extent permitted under Section 412(c)(8) of the Code. For purposes
          of this paragraph, a Plan amendment which has the effect of decreasing
          a Participant's account balance or eliminating an optional form of
          benefit, with respect to benefits attributable to service before the
          amendment shall be treated as reducing an accrued benefit.
          Furthermore, if the vesting schedule of a Plan is amended, in the case
          of an Employee who is a Participant as of the later of the date such
          amendment is adopted or the date it becomes effective, the
          nonforfeitable percentage (determined as of such date) of such
          Employee's Employer-derived accrued benefit will not be less than the
          percentage computed under the Plan without regard to such amendment.

                                   ARTICLE III
                    CODE 401(k) AND CODE 401(m) ARRANGEMENTS

3.1  PROVISION RELATING TO BOTH BEFORE TAX CONTRIBUTIONS AND AFTER TAX
     CONTRIBUTIONS.

     (A)  DEFINITIONS: The following definitions are applicable to this Article
          of the Plan.

          (1)  ACTUAL DEFERRAL PERCENTAGE OR ADP: for a specified 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
               trust on behalf of such Participant for the Plan Year to (2) the
               Participant's Compensation for such Plan Year (whether or not the
               Employee was a Participant for the entire Plan Year, but limited
               to that portion of the Plan Year in which the Employee was an
               Eligible Participant if the Employer so elects for such Plan Year
               to so limit Compensation for all Eligible Employees). Employer
               contributions on behalf of any Participant shall include (1) any
               Before Tax Contributions made pursuant to the Participant's
               deferral election, including Excess Before Tax Contributions, but
               excluding Before Tax Contributions that are taken into account in
               the Contribution Percentage test (provided the ADP test is
               satisfied both with and without exclusion of these Before Tax
               Contributions); and (2) at the election of the Employer,
               Qualified Non-elective Contributions and Qualified Matching


                                       PAGE 14
<Page>

               Contributions. For purposes of computing Actual Deferral
               Percentages, an Employee who would be a Participant but for the
               failure to make Before Tax Contributions shall be treated as a
               participant on whose behalf no Before Tax Contributions are
               made.

          (2)  AFTER TAX CONTRIBUTIONS ("EMPLOYEE CONTRIBUTIONS"): Any
               contribution made to the Plan by or on behalf of a Participant
               that is included in the Participant's gross income in the year in
               which made and that is maintained under a separate account to
               which earnings and losses are allocated.

          (3)  AGGREGATE LIMIT: The sum of (i) 125 percent of the greater of the
               ADP of the Non-highly Compensated Employees for the Plan Year or
               the ACP of Non-highly Compensated Employees under the Plan
               subject to Code Section 401(m) for the Plan Year beginning with
               or within the 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)" if it would result in a larger Aggregate Limit.

          (4)  AVERAGE CONTRIBUTION PERCENTAGE OR ACP: the average (expressed as
               a percentage) of the Contribution Percentages of the Eligible
               Participants in a group.

          (5)  BEFORE TAX CONTRIBUTIONS ("ELECTIVE DEFERRALS"): Employer
               contributions made to the Plan at the election of the
               Participant, in lieu of cash compensation, which shall include
               contributions made pursuant to a salary reduction agreement or
               other deferral mechanism. With respect to any taxable year, a
               Participant's Before Tax Contributions are 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 Section 401(k) of the Code,
               any simplified employee pension cash or deferred arrangement as
               described in Code Section 402(h)(1)(B), any eligible deferred
               compensation Plan under Code Section 457, any Plan as described
               under Code Section 457, any Plan as described under Code Section
               501(c)(18), and any Employer contributions made on behalf of a
               Participant for the purchase of an annuity contract under Code
               Section 403(b) pursuant to a salary reduction agreement.

          (6)  CONTRIBUTION PERCENTAGE: The ratio (expressed as a percentage)
               of the Participant's Contribution Percentage Amounts to the
               Participant's Compensation for the Plan Year (whether or not the
               Employee was a Participant for the entire Plan Year, but limited
               to that portion of the Plan Year in which the Employee was an
               Eligible Participant if the Employer so elects for such Plan
               Year to so limit Compensation for all Eligible Employees).

          (7)  CONTRIBUTION PERCENTAGE AMOUNTS: The sum of the After Tax
               Contributions, Matching Contributions, and Qualified Matching
               Contributions (to the extent not taken into account for purposes
               of the ADP test) made under the Plan on behalf of the Participant
               for the Plan Year. Such Contribution Percentage Amounts shall not
               include Matching Contributions that are forfeited either to
               correct Excess Aggregate Contributions or because the
               contributions to which they relate are Excess


                                    PAGE 15
<Page>

               Before Tax Contributions, Excess Contributions or Excess
               Aggregate Contributions. If so elected in the Adoption Agreement
               the Employer may include Qualified Non-elective Contributions in
               the Contribution Percentage Amounts. The Employer also may elect
               to use Before Tax Contributions in the Contribution Percentage
               Amounts so long as the ADP test is met before the Before Tax
               Contributions are used in the ACP test and continues to be met
               following the exclusion of those Before Tax Contributions that
               are used to meet the ACP test.

          (8)  ELIGIBLE PARTICIPANT: Any Employee who is eligible to make an
               After Tax Contribution or a Before Tax Contribution (if the
               Employer takes such contributions into account in the calculation
               of the Contribution Percentage), or to receive a Matching
               Contribution (including forfeitures) or a Qualified Matching
               Contribution. If an After Tax Contribution is required as a
               condition of participation in the Plan, any Employee who would be
               a Participant in the Plan if such Employee made such a
               contribution shall be treated as an eligible Employee on behalf
               of whom no After Tax Contributions are made.

          (9)  EXCESS AGGREGATE CONTRIBUTIONS: With respect to any Plan Year,
               the excess of:

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

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

                    Such determination shall be made after first determining
                    Excess Before Tax Contributions pursuant to Section 3.2(D)
                    and (E) and then determining Excess Contributions pursuant
                    to section 3.2(F), (G) and (H).

          (10) EXCESS BEFORE TAX CONTRIBUTIONS ("EXCESS ELECTIVE DEFERRALS"):
               Those Before Tax Contributions that are includible in a
               Participant's gross income under Section 402(g) of the Code to
               the extent such Participant's Before Tax Contributions for a
               taxable year exceed the dollar limitation under such Code
               section. Excess Before Tax Contributions shall be treated as
               Annual Additions under the Plan, unless such amounts are
               distributed no later than the first April 15 following the
               close of the Participants taxable year. Excess Before Tax
               Contributions shall be adjusted for income or loss up to the
               end of the taxable year of the Employee, and if elected in the
               Adoption Agreement, for the income or loss attributable to the
               period from the end of the Employee's taxable year to the date
               of distribution (the "Gap Period"). The income or loss allocable
               to Excess Before Tax Contributions is (1) the income or loss
               allocable to the Participant's Before Tax Contribution Account
               for the taxable year multiplied by a fraction, the numerator of
               which is such Participant's Excess Before Tax Contributions for
               the year and the denominator is the Participant's account balance
               attributable to Before Tax Contributions without regard to any
               income or loss occurring during such taxable year plus, (2) if
               Gap


                                     PAGE 16
<Page>

               Period income or loss applies, ten percent of the amount
               determined under (1) multiplied by the number of whole calendar
               months between the end of the Participant's taxable year and the
               date of distribution, counting the month of distribution if
               distribution occurs after the 15th of such month.

          (11) EXCESS CONTRIBUTIONS: With respect to any Plan Year, the excess
               of:

               (a)  The aggregate amount of Employer contributions actually
                    taken into account in computing the ADP of Highly
                    Compensated Employee for such Plan Year, over

               (b)  The maximum amount of such contributions permitted by the
                    ADP test (determined by reducing contributions made on
                    behalf of Highly Compensated Employee in order of the ADPs,
                    beginning with the highest of such percentages).

          (12) MATCHING CONTRIBUTIONS: An Employer contribution made to this or
               any other defined contribution Plan on behalf of a Participant on
               account of an After Tax Contribution made by such Participant, or
               on account of a Participant's Before Tax Contribution, under a
               Plan maintained by the Employer.

          (13) QUALIFIED MATCHING CONTRIBUTIONS: Matching Contributions which
               are subject to the distribution and nonforfeitability
               requirements under Section 401(k) of the Code when made.
               Qualified Matching Contributions shall be allocated, in the
               discretion of Employer, to the accounts of all Employees, or only
               to the accounts of Non-highly Compensated Employees.

          (14) QUALIFIED NON-ELECTIVE CONTRIBUTIONS: Contributions (other than
               Matching Contributions or Qualified Matching Contributions) made
               by the Employer and allocated to Participants' accounts that the
               Participants may not elect to receive in cash until distributed
               from the Plan; that are nonforfeitable when made; and that are
               distributable only in accordance with the distribution provisions
               that are applicable to Before Tax Contributions and Qualified
               Matching Contributions. Qualified Non-elective Contributions
               shall be allocated, in the discretion of Employer, to the
               accounts of all Employees, or only to the accounts of Non-highly
               Compensated Employees.

     (B)  NONFORFEITABILITY AND VESTING. The Participant's accrued benefits
          derived from Before Tax Contributions and After Tax Contributions are
          nonforfeitable and fully vested.

     (C)  NOTICE TO COMMITTEE. The Committee shall set the time period during
          which a Participant may provide written notice to increase, decrease
          or terminate Before Tax Contributions and After Tax Contributions.

     (D)  SUSPENSION AFTER RECEIPT OF HARDSHIP DISTRIBUTION. If the Employer has
          elected in the Adoption Agreement to have the "safe harbor" hardship
          rules apply, an Employee's Before Tax Contributions and After Tax
          Contributions shall be suspended for twelve months after


                                    PAGE 17
<Page>

          the receipt by such Employee of a Hardship distribution (as defined in
          Section 3.9) from this Plan or any other Plan maintained by the
          Employer.

     (E)  SEPARATE ACCOUNTS. Separate accounts for Before Tax Contributions and
          After Tax Contributions will be maintained for each Participant. Each
          account will be credited with the applicable contributions and
          earnings thereon.

3.2  BEFORE TAX CONTRIBUTIONS. (ELECTIVE DEFERRALS).

     (A)  ALLOCATION OF BEFORE TAX CONTRIBUTIONS. If the Employer selects Item
          C(2) in the Adoption Agreement, for each Plan Year the Employer will
          contribute and allocate to each Participant's Before Tax Contribution
          Account an amount equal to the amount of the Participant's Before Tax
          Contributions. The provisions of the cash or deferred arrangement may
          be made effective as of the first day of the Plan Year in which the
          cash or deferred option is adopted, however, under no circumstances
          may a salary reduction agreement or other deferral mechanism be
          adopted retroactively. Before Tax Contributions must be contributed
          and allocated to the Plan no later than thirty (30) days after the
          close of the Plan Year for which the contributions are deemed to be
          made, or such other time as provided in applicable regulations under
          the Code.

     (B)  BEFORE TAX CONTRIBUTIONS PURSUANT TO A SALARY REDUCTION AGREEMENT. To
          the extent provided in the Adoption Agreement, a Participant may
          elect to have Before Tax Contributions made under this Plan. Before
          Tax Contributions shall be continuing contributions through payroll
          deduction made pursuant to a salary reduction agreement.

          (1)  COMMENCEMENT OF BEFORE TAX CONTRIBUTIONS. An Employee may elect
               to commence Before Tax Contributions as of his or her Entry Date
               as described in Section 2.1(B). Such election shall not become
               effective before the Entry Date. Such election may not be made
               retroactively.

          (2)  MODIFICATION AND TERMINATION OF BEFORE TAX CONTRIBUTIONS. A
               Participant's election to commence Before Tax Contributions shall
               remain in effect until modified or terminated. A Participant may
               increase or decrease his or her Before Tax Contributions as of
               any date as selected by the Employer in Item C(3) of the Adoption
               Agreement upon notice to the Committee. A Participant may
               terminate his or her election to make Before Tax Contributions as
               of the Participant's next wage payment date upon notice to the
               Committee. Any Participant who terminates Before Tax
               Contributions may elect to recommence making Before Tax
               Contributions as of the date selected by the Employer in
               Item C(3) of the Adoption Agreement following his or her
               suspension of contributions.

     (C)  CASH BONUSES. If Item C(2)(c) of the Adoption Agreement is selected, a
          Participant may also enter into a salary reduction agreement on cash
          bonuses that, directing that the amount of such salary reduction be
          contributed to the Plan as a Before Tax Contribution, or received by
          the Participant in cash. A Participant shall be afforded a reasonable
          period to elect to defer amounts described in this Section 3.2 to the
          Plan. Such election shall not become effective before the
          Participant's Entry Date.


                                    PAGE 18
<Page>

     (D)  MAXIMUM AMOUNT OF BEFORE TAX CONTRIBUTIONS. A Participant's Before Tax
          Contributions are subject to any limitations imposed in Item C(2) of
          the Adoption Agreement, calculated on an annual basis, and any further
          limitations under the Plan. No Participant shall be permitted to have
          Before Tax Contributions made under this Plan, or any other qualified
          Plan maintained by the Employer, during any taxable year in excess of
          the dollar limitation contained in Code Section 402(g) in effect at
          the beginning of such taxable year. Furthermore, if an Employee
          receives a Hardship distribution (as defined in Section 3.9, utilizing
          the "safe harbor" rules) from this Plan or any other Plan maintained
          by the Employer, the Employee may not make Before Tax Contributions
          for the Employee's taxable year immediately following the taxable
          year of the Hardship distribution in excess of the applicable limit
          under Section 402(g) of the Code for such taxable year less the amount
          of the Employee's Before Tax Contributions for the taxable year of the
          Hardship distribution.

     (E)  DISTRIBUTION OF EXCESS BEFORE TAX CONTRIBUTIONS. If a Participant
          makes Before Tax Contributions to this Plan and to another Plan, and
          the Participant has made Excess Before Tax Contributions to one or
          more of the plans, the Participant may assign the amount of any such
          Excess Before Tax Contributions among the plans under which such
          Before Tax Contributions were made. The Participant may assign to this
          Plan any Excess Before Tax Contributions made during a taxable year of
          the Participant to this Plan by notifying the Committee on or before
          the date specified in the Adoption Agreement of the amount of the
          Excess Before Tax Contributions to be assigned to the Plan. A
          Participant is deemed to notify the Committee of any Excess Before Tax
          Contributions that arise by taking into account only those Before Tax
          Contributions made under the Plan or Plans of this Employer.

          Notwithstanding any other provision of the Plan, Excess Before Tax
          Contributions, plus any income and minus any loss allocable thereto,
          shall be distributed no later than April 15 to any Participant to
          whose account Excess Before Tax Contributions were assigned for the
          preceding year and who claims Excess Before Tax Contributions for such
          taxable year.

          The Participant's claim shall be in writing; shall be submitted to the
          Committee not later than the date elected in Item CC of the Adoption
          Agreement; shall specify the amount of the Participant's Excess Before
          Tax Contribution for the preceding calendar year; and shall be
          accompanied by the Participant's written statement that if such
          amounts are not distributed, such Excess Before Tax Contributions,
          when added to amounts deferred under other plans or arrangements
          described in Sections 401(k), 408(k), or 403(b) of the Code, will
          exceed the limit imposed on the Participant by Section 402(g) of the
          Code for the year in which the deferral occurred.

     (F)  ACTUAL DEFERRAL PERCENTAGE. The ADP for Participants who are Highly
          Compensated Employees for each Plan Year and the ADP for Non-highly
          Compensated Employees for the same Plan Year must satisfy one of the
          following tests:

          (1)  1.25 LIMIT. The ADP for Participants who are Highly Compensated
               Employees for the Plan Year shall not exceed the ADP for
               Participants who are Non-highly Compensated Employees for the
               same Plan Year multiplied by 1.25; or


                                     PAGE 19
<Page>

          (2)  2.0 LIMIT. The ADP for Participants who are Highly Compensated
               Employees for the Plan Year shall not exceed the ADP for
               Participants who are Non-highly Compensated Employees for the
               same Plan Year multiplied by 2.0, provided that the ADP for
               Participants who are Highly Compensated Employees does not exceed
               the ADP for Participants who are Non-highly Compensated Employees
               by more than two (2) percentage points.

          (3)  SPECIAL RULES.

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

               (b)  In the event that this Plan satisfies the requirements of
                    Sections 401(k), 401(a)(4), or 41O(b) of the Code 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. For Plan Years
                    beginning after December 31, 1989, plans may be aggregated
                    in order to satisfy Section 401(k) of the Code only if they
                    have the same Plan Year.

               (c)  For purposes of determining the ADP of a Participant who is
                    a 5-percent owner or one of the ten most highly-paid Highly
                    Compensated Employees, the Before Tax Contributions (and
                    Qualified Non-elective Contributions or Qualified Matching
                    Contributions, or both, if treated as Before Tax
                    Contributions for purposes of the ADP test) and Compensation
                    of such Participant shall include the Before Tax
                    Contributions (and, if applicable, Qualified Non-elective
                    Contributions) and Compensation for the Plan Year of Family
                    Members (as defined in Section 414(q)(6) of the Code).
                    Family Members, with respect to such Highly Compensated
                    Employees, shall be disregarded as separate employees in
                    determining the ADP both for Participants who are Non-highly
                    Compensated Employees and for Participants who are Highly
                    Compensated Employees.

               (d)  For purposes of determining the ADP test, Before Tax
                    Contributions if treated as Before Tax Contributions and
                    Qualified Non-elective Contributions must be made before the
                    last day of the twelve-month period immediately following
                    the Plan Year to which contributions relate.


                                     PAGE 20
<Page>

               (e)  The Employer shall maintain records sufficient to
                    demonstrate satisfaction of the ADP test and the amount of
                    Qualified Non-elective Contributions used in such test.

               (f)  The determination and treatment of the ADP amounts of any
                    Participant shall satisfy such other requirements as may be
                    prescribed by the Secretary of the Treasury.

     (G)  DISTRIBUTION OF EXCESS CONTRIBUTIONS. Notwithstanding any other
          provision of the Plan, Excess Contributions, plus any income and minus
          any loss allocable thereto, shall be distributed no later than the
          last day of each Plan Year to Participants to whose accounts Excess
          Contributions were allocated for the preceding Plan Year. If such
          excess amounts are distributed more than 2-1/2 months after the last
          day of the Plan Year in which such excess amounts arose, a ten (10)
          percent excise tax will be imposed on the Employer maintaining the
          Plan with respect to such amounts. Such distributions shall be made to
          Highly Compensated Employees on the basis of the respective portions
          of the Excess Contributions attributable to each of such Employees.
          Excess Contributions of Participants who are subject to the Family
          Member aggregation rules shall be allocated among the Family Members
          in proportion to the Before Tax Contributions (and amounts treated as
          Before Tax Contributions) of each Family Member that is combined to
          determine the combined ADP.

          Excess Contributions (including the amounts recharacterized) shall be
          treated as Annual Additions under the Plan.

          (1)  DETERMINATION OF INCOME OR LOSS. The Excess Contributions shall
               be adjusted for income or loss up to the date of distribution.
               The income or loss allocable to Excess Contributions is (1) the
               income or loss allocable to the Participant's Before Tax
               Contribution Account (and, if applicable, the Qualified
               Non-elective Contribution Account or the Qualified Matching
               Contribution Account or both) multiplied by a fraction, the
               numerator of which is such Participant's Excess Contribution for
               the year and the denominator is the Participant's account balance
               attributable to Before Tax Contributions (and Qualified
               Non-Elective Contributions or Qualified Matching Contributions or
               both, if any of such contributions are included in the ADP test)
               without regard to any income or loss occurring during such
               taxable year, plus, (2) if Gap Period income or loss applies, as
               elected in the Adoption Agreement, ten percent of the amount
               determined under (1) multiplied by the number of whole calendar
               months between the end of the Plan Year and the date of
               distribution, counting the month of distribution if distribution
               occurs after the 15th of such month.

          (2)  ACCOUNTING FOR EXCESS CONTRIBUTIONS. Excess Contributions shall
               be distributed from the Participant's Before Tax Contribution
               Account and Qualified Matching Contribution Account (if
               applicable) in proportion to the Participant's Before Tax
               Contributions and Qualified Matching Contributions (to the extent
               used in the ADP test) for the Plan Year. Excess Contributions
               shall be distributed from the participant's Qualified
               Non-elective Contribution Account only to the extent that


                                     PAGE 21
<Page>

               such Excess Contributions exceed the balance in the Participant's
               Before Tax Contribution Account.

     (H)  RECHARACTERIZATION. If the Plan permits After Tax Contributions
          (Employee Contributions), Excess Contributions may be recharacterized
          pursuant to this subsection. Recharacterized amounts may be used in
          the Plan from which Excess Contributions arose or in another Plan of
          the employer with the same Plan Year.

          (1)  TREATMENT OF AMOUNTS RECHARACTERIZED. A Participant may treat his
               or her Excess Contributions as an amount distributed to the
               Participant and then contributed by the Participant to the Plan.
               Recharacterized amounts will remain nonforfeitable and subject to
               the same distribution requirements as Before Tax Contributions.
               Amounts may not be recharacterized by a Highly Compensated
               Employee to the extent that such amount in combination with other
               After Tax Contributions made by that Employee would exceed any
               stated limit under the Plan on After Tax Contributions.

          (2)  TIMING OF RECHARACTERIZATION. Recharacterization must occur no
               later than two and one-half months after the last day of the Plan
               Year in which such Excess Contributions arose and is deemed to
               occur no earlier than the date the last Highly Compensated
               Employee is informed in writing of the amount recharacterized and
               the consequences thereof. Recharacterized amounts will be taxable
               to the Participant for the Participant's tax year in which the
               Participant would have received them in cash.

     (I)  ADJUSTMENTS TO BEFORE TAX CONTRIBUTION PERCENTAGES. Anything to the
          contrary in this Article III notwithstanding, the Committee shall have
          the right to reduce the percentages designated pursuant to Section
          3.2(B), of any one or more Highly Compensated Employees in a manner
          prescribed or approved by the Committee to the extent necessary or
          convenient to ensure that at least one of the ADP tests set forth in
          Section 3.2(F) is satisfied, but in no event shall such reduction
          result in a percentage less than zero. Any such reduction shall be
          effected quarterly, or more frequently as the Committee may determine
          and each affected Highly Compensated Employee shall be deemed to have
          elected the permissible percentage determined by the Committee. The
          Committee may, on a prospective basis, and subject to the percentage
          limits of Section 3.3 below, treat amounts contributed to the Plan
          pursuant to a salary reduction agreement as After Tax Contributions by
          each affected Highly Compensated Employee; provided that if any such
          reduction cannot be so treated because of the said percentage limits
          or because of the nondiscrimination requirements of Code Section
          401(m) or otherwise, then the amount of such reduction (and any
          income allocable thereto) shall be distributed to each affected Highly
          Compensated Employee pursuant to Code Section 401(k)(8) or Code
          Section 401(m)(6), if applicable, not later than the close of the
          first 2-1/2 months of the Plan Year following the Plan Year in which
          the contribution was made.

3.3  AFTER TAX CONTRIBUTIONS. (EMPLOYEE CONTRIBUTIONS).

     (A)  ALLOCATION OF AFTER TAX CONTRIBUTIONS. If the Employer selects
          Item C(2)(b) in the Adoption Agreement, the Employer will deduct
          from the Participant's pay and allocate to


                                     PAGE 22
<Page>

          each Participant's After Tax Contribution Account an amount equal
          to the percentage of Compensation authorized by the Participant
          as an After Tax Contribution. The Employer shall transmit After
          Tax Contributions to the Trustee within thirty (30) days after
          the month end in which such deductions are made.

     (B)  EMPLOYEE AUTHORIZES AFTER TAX CONTRIBUTIONS. To the extent
          provided in the Adoption Agreement, a Participant may elect to
          make After Tax Contributions under the Plan.

          (1)  ELECTION TO MAKE AFTER TAX CONTRIBUTIONS. An Employee may
               elect to make After Tax Contributions as of his or her Entry
               Date as described in Section 2.1(B). Such election will not
               become effective before the Entry Date.

          (2)  MODIFICATION AND TERMINATION OF AFTER TAX CONTRIBUTIONS. A
               Participant's election to commence After Tax Contributions
               shall remain in effect until modified or terminated. A
               Participant may increase or decrease his or her After Tax
               Contributions as selected by the Employer in Item C(3) of
               the Adoption Agreement upon written notice to the
               Committee. A Participant may terminate his or her election
               to make After Tax Contributions at any time as of the
               Participant's next wage payment date upon written notice to
               the Committee. Any Participant who terminates After Tax
               Contributions may elect to recommence making After Tax
               Contributions as of the date selected by the Employer in
               Item C(3) of the Adoption Agreement following his or her
               suspension of contributions.

     (C)  MAXIMUM AMOUNT OF AFTER TAX CONTRIBUTIONS. A Participant's
          After Tax Contributions are subject to any limitations imposed in
          Item C(3) of the Adoption Agreement, calculated on an annual
          basis, and any further limitations under the Plan.

     (D)  CASH BONUSES. If Item C(2)(c) of the Adoption Agreement is
          selected, a Participant may also enter into a salary reduction
          agreement on cash bonuses, directing that the amount of such
          salary reduction be contributed to the Plan as an After Tax
          Contribution, or received by the Participant in cash. A
          Participant shall be afforded a reasonable period to elect to
          defer amounts described in this Section 3.3 to the Plan. Such
          election shall not become effective before the Participant's
          Entry Date.

3.4  EMPLOYER CONTRIBUTIONS.

     (A)  MATCHING CONTRIBUTIONS. If elected by the Employer in the Adoption
          Agreement, the Employer will or may make Matching Contributions
          to the Plan. The amount of such Matching Contributions shall be
          calculated by reference to the Participants' Before Tax Contributions
          and/or After Tax Contributions as specified by the Employer in the
          Adoption Agreement.

     (B)  QUALIFIED MATCHING CONTRIBUTIONS. If elected by the Employer in the
          Adoption Agreement, the Employer may make Qualified Matching
          Contributions to the Plan.

          In addition, in lieu of distributing Excess Contributions as provided
          in Section 3.2(G) of the Plan, or Excess Aggregate Contributions as
          provided in Section 3.5(C) of the Plan, the Employer may make
          Qualified Matching Contributions on behalf of Employees that are


                                     PAGE 23
<Page>

          sufficient to satisfy either the Actual Deferral Percentage or the
          Average Contribution Percentage test, or both, pursuant to regulations
          under the Code.

     (C)  QUALIFIED NON-ELECTIVE CONTRIBUTIONS. If elected by the Employer in
          the Adoption Agreement, the Employer may make Qualified Non-elective
          Contributions to the Plan.

          In addition, in lieu of distributing Excess Contributions as provided
          in Section 3.2(G) of the Plan, or Excess Aggregate Contributions as
          provided in Section 3.5(C) of the Plan, the Employer may make
          Qualified Non-elective Contributions on behalf of Employees that are
          sufficient to satisfy either the Actual Deferral Percentage or the
          Average Contribution Percentage test, or both, pursuant to regulations
          under the Code.

     (D)  SEPARATE ACCOUNTS. An Employer Matching Account shall be maintained
          for a Participant's accrued benefit attributable to Matching
          Contributions. A Qualified Matching Contribution Account shall be
          maintained for a Participant's accrued benefit attributable to
          Qualified Matching Contributions. A Qualified Non-elective
          Contribution Account shall be maintained for a Participant's accrued
          benefit attributable to Qualified Non-elective Contributions. Such
          accounts shall be credited with the applicable contributions, earnings
          and losses, distributions, and other adjustments.

     (E)  VESTING. Matching Contributions will be vested in accordance with the
          Employer's election in Items C(4)(d) and C(4)(e) of the Adoption
          Agreement. In any event, Matching Contributions shall be fully vested
          at Normal Retirement Date, upon the complete or partial termination of
          the Plan, or upon the complete discontinuance of Matching
          Contributions, as applicable. Qualified Non-elective Contributions and
          Qualified Matching Contributions are nonforfeitable when made.

     (F)  FORFEITURES. Forfeitures of Matching Contributions shall be used to
          reduce such contributions, or shall be allocated to Participants, in
          accordance with the Employer's election in Item C(6) of the Adoption
          Agreement.

     (G)  ALLOCATION OF DISCRETIONARY MATCHING CONTRIBUTIONS. If the Employer
          selects Item C(4)(b) in the Adoption Agreement, any discretionary
          Matching Contributions shall be allocated as of the allocation date
          specified in Item C(4)(c)(ii) of the Adoption Agreement, to the
          Employer Matching Account of each Participant who has made Before Tax
          Contributions and/or After Tax Contributions eligible for matching. If
          Item C(4)(c)(ii)(e) has been selected (imposing a last day of the Plan
          Year requirement) the allocation shall be made to a Participant who
          (1) if a Participant in a nonstandardized Plan, is employed or on
          leave of absence on the last day of the Plan Year, and (2) if a
          Participant in a standardized Plan, either completes more than 500
          Hours of service during the Plan Year or is employed on the last day
          of the Plan Year. The following Participants will also share in the
          Matching Contributions for the year, if elected in the Adoption
          Agreement: (1) Participants in a nonstandardized Plan whose employment
          terminated before the end of the Plan Year because of retirement,
          death, disability or as specified in the Adoption Agreement, and (2)
          Participants in a standardized Plan whose employment terminated before
          the end of the Plan Year because of retirement, death, disability or
          as specified in the Adoption Agreement, and completed 500 Hours of
          Service or less. Notwithstanding the foregoing, if the Employer makes
          a contribution prior to the end of the Plan Year, Participants shall
          be


                                     PAGE 24
<Page>

          entitled to an allocation of that contribution when made, without
          regard to any end of the Plan Year requirement.

     (H)  LIMITATION ON EMPLOYER CONTRIBUTIONS. The Employer's contributions for
          any Plan Year shall not exceed the maximum amount which the Employer
          may deduct pursuant to Section 404 of the Code.

3.5  LIMITATIONS ON AFTER TAX CONTRIBUTIONS (EMPLOYEE CONTRIBUTIONS) AND
     MATCHING CONTRIBUTIONS.

     (A)  CONTRIBUTION PERCENTAGE. The ACP for Participants who are Highly
          Compensated Employees for each Plan Year and the ACP for Participants
          who are Non-highly Compensated Employees for the same Plan Year must
          satisfy one of the following tests:

          (1)  1.25 LIMIT. The ACP for Participants who are Highly Compensated
               Employees for the Plan Year shall not exceed the ACP for
               Participants who are Non-highly Compensated Employees for the
               same Plan Year by 1.25, or

          (2)  2.0 LIMIT. The ACP for Participants who are Highly Compensated
               Employees for the Plan Year shall not exceed the ACP for
               Participants who are Non-highly Compensated Employees for the
               same Plan Year multiplied by two (2), provided that the ACP for
               Participants who are Highly Compensated Employees does not exceed
               the ACP for Participants who are Non-highly Compensated Employees
               by more than two (2) percentage points.

     (B)  SPECIAL RULES.

          (1)  MULTIPLE USE. If one or more Highly Compensated Employees
               participate in both a cash or deferred arrangement and a Plan
               subject to the ACP test maintained by the Employer and the sum of
               the ADP and ACP of those Highly Compensated Employees subject to
               either or both tests exceeds the Aggregate Limit, then the ACP of
               those Highly Compensated Employees who also participate in a cash
               or deferred arrangement will be reduced (beginning with such
               Highly Compensated Employee whose ACP is the highest) so that the
               limit is not exceeded. The amount by which each Highly
               Compensated Employee's Contribution Percentage amounts is reduced
               shall be treated as an Excess Aggregate Contribution. The ADP and
               ACP of the Highly Compensated Employees are determined after any
               corrections required to meet the ADP and ACP tests. Multiple use
               does not occur if either the ADP and ACP of the Highly
               Compensated Employees does not exceed 1.25 multiplied by the ADP
               and ACP of the Non-highly Compensated Employees.

          (2)  AGGREGATION OF CONTRIBUTION PERCENTAGES. For purposes of this
               section, the Contribution Percentage for any Participant who is a
               Highly Compensated Employee and who is eligible to have
               Contribution Percentage Amounts allocated to his or her accounts
               under two or more plans described in Section 401(a) of the Code,
               or arrangements described in Section 401(k) of the Code, that are
               maintained by the Employer, shall be determined as if the total
               of such Contribution Percentage Amounts was made under each Plan.
               If a Highly Compensated Employee participates in two or more cash
               or deferred arrangements that have different Plan


                                     PAGE 25
<Page>

               years all cash or deferred arrangements ending with or within the
               same calendar year shall be treated as a single arrangement.
               Notwithstanding the foregoing, certain plans shall be treated as
               separate if mandated to be disaggregated under regulations under
               Section 401(m) of the Code.

          (3)  AGGREGATION OF PLANS. In the event that this Plan satisfies the
               requirements of Sections 401(m), 401(a)(4) or 410(b) of the
               Code 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 Contribution Percentage of
               Employees as if all such plans were a single Plan. For Plan Years
               beginning after December 31, 1989, plans may be aggregated in
               order to satisfy Section 401(m) of the Code only if they have
               the same Plan Year.

          (4)  FAMILY AGGREGATION. For purposes of determining the Contribution
               Percentage of a Participant who is a five-percent owner or one of
               the ten most highly-paid Highly Compensated Employees, the
               Contribution Percentage Amounts and Compensation of such Employee
               shall include the Contribution Percentage Amounts and
               Compensation for the Plan Year of Family Members, as defined in
               Section 414(q)(6) of the Code. Family Members, with respect to
               Highly Compensated Employees, shall be disregarded as separate
               employees in determining the Contribution Percentage both for
               Participants who are Non-highly Compensated Employees and for
               Participants who are Highly Compensated Employees.

          (5)  TIME OF CONTRIBUTIONS. For purposes of determining the
               Contribution Percentage test, After Tax Contributions are
               considered to have been made in the Plan Year in which
               contributed to the Trust. Matching Contributions and Qualified
               Non-elective Contributions will be considered made for a Plan
               Year if made no later than the end of the twelve-month period
               beginning on the day after the close of the Plan Year.

          (6)  RECORDS. The Employer shall maintain records sufficient to
               demonstrate satisfaction of the ACP test and the amount of
               Qualified Non-elective Contributions or Qualified Matching
               Contributions, or both, used in such test.

          (7)  REGULATIONS. The determination and treatment of the Contribution
               Percentage of any Participant shall satisfy such other
               requirements as may be prescribed by the Secretary of the
               Treasury.

     (C)  DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS.

          (1)  GENERAL RULE. Notwithstanding any other provision of this Plan,
               Excess Aggregate Contributions, plus any income and minus any
               loss allocable thereto, shall be forfeited, if forfeitable, or
               if not forfeitable, distributed no later than the last day of
               each Plan Year to Participants to whose accounts Excess Aggregate
               Contributions were allocated for the preceding Plan Year. Excess
               Aggregate Contributions of Participants who are subject to the
               Family Member aggregation rules shall be allocated among the
               Family Members in proportion to the After Tax and Matching
               Contributions (or amounts treated as Matching Contributions) of
               each Family


                                     PAGE 26
<Page>

               Member that is combined to determine the combined ACP. If such
               Excess Aggregate Contributions are distributed more than 2-1/2
               months after the last day of the Plan Year in which such excess
               amounts arose, a ten (10) percent excise tax will be imposed on
               the Employer maintaining the Plan with respect to those amounts.
               Excess Aggregate Contributions shall be treated as Annual
               Additions under the Plan.

          (2)  DETERMINATION OF INCOME OR LOSS. Excess Aggregate Contributions
               shall be adjusted for income or loss up to the date of
               distribution. The income or loss allocable to Excess Aggregate
               Contributions is the sum of: (1) income or loss allocable to the
               Participant's After Tax Contribution Account, Matching
               Contribution Account, Qualified Matching Contribution Account,
               (if any, and if all amounts therein are not used in the ADP test)
               and, if applicable, the Qualified Non-elective Contribution
               Account and Before Tax Contribution Account for the Plan Year
               multiplied by a fraction, the numerator of which is such
               Participant's Excess Aggregate Contributions for the year and the
               denominator is the Participant's account balance(s) attributable
               to Contribution Percentage Amounts without regard to any income
               or loss occurring during such Plan Year; and (2) ten percent of
               the amount determined under (1) multiplied by the number of whole
               calendar months between the end of the Plan Year and the date of
               distribution, counting the month of distribution if distribution
               occurs after the 15th of such month.

          (3)  FORFEITURES OF EXCESS AGGREGATE CONTRIBUTIONS. Forfeitures of
               Excess Aggregate Contributions may either be reallocated to the
               accounts of Non-Highly Compensated Employees or applied to reduce
               Employer Contributions, as elected by the Employer in Item
               C(6)(c) of the Adoption Agreement.

          (4)  ACCOUNTING FOR EXCESS AGGREGATE CONTRIBUTIONS. Excess Aggregate
               Contributions shall be forfeited, if forfeitable, or distributed
               on a pro-rata basis from the Participant's After Tax Contribution
               Account and Matching Contribution Account and Qualified Matching
               Contribution Account (and, if applicable, the Participant's
               Qualified Non-elective Contribution Account and Before Tax
               Contribution Account, or both).

3.6  NET PROFITS NOT REQUIRED IF SO ELECTED IN ADOPTION AGREEMENT. If the
     Employer elects, Matching Contributions may be made without regard to Net
     Profits in accordance with Item C(4)(c)(iii) of the Adoption Agreement. If
     the Plan is a profit-sharing Plan, the Plan shall continue to be designed
     to qualify as a profit-sharing Plan for purposes of Sections 401(a), 402,
     412, and 417 of the Code. Net Profits shall not be required for Before Tax
     Contributions or After Tax Contributions to be made to the Plan.

3.7  FORM, PAYMENT AND ALLOCATION OF CONTRIBUTIONS. All contributions under this
     Article III made for a Plan Year shall be made in cash, and shall be
     delivered to the Trustee at such time or times as shall be agreed upon
     between the Committee and the Trustee. The Committee shall instruct the
     Trustee as to the allocation of contributions to the Participant's
     accounts.


                                     PAGE 27
<Page>

3.8  DISTRIBUTION REQUIREMENTS FOR BEFORE TAX CONTRIBUTION ACCOUNT. Before Tax
     Contributions, Qualified Non-elective Contributions and Qualified Matching
     Contributions, and income allocable to each are not distributable to a
     Participant or his or her Beneficiary or Beneficiaries, in accordance with
     such Participant's, Beneficiary's or Beneficiaries' election, earlier than
     upon separation from service, death, disability, or as selected in the
     Adoption Agreement. Such amounts may not be distributed unless in
     accordance with the Participant's election made pursuant to rules
     established by the Committee as authorized in the Adoption Agreement, and
     upon:

     (A)  Termination of the Plan without the establishment of another defined
          contribution Plan, other than an employee stock ownership Plan (as
          defined in Section 4975(e) or Section 409 of the Code) or a simplified
          employee pension Plan as defined in Section 408(k).

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

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

     (D)  The attainment of age 59-1/2 in the case of a profit-sharing Plan, or
          the attainment of the Plan's Normal Retirement Date, if either or both
          are selected in the Adoption Agreement.

     (E)  The Hardship of the Participant as described in Section 3.9, if
          selected in the Adoption Agreement.

          All distributions that may be made pursuant to one or more of the
          foregoing distributable events are subject to the spousal and
          Participant consent requirements (if applicable) contained in Sections
          411(a)(11) and 417 of the Code. In addition, distributions after
          March 31, 1988, that are triggered by any of the first three events
          above, in Sections 3.8(A), (B) and (C) must be made in a lump sum.

3.9  HARDSHIP DISTRIBUTION.

     (A)  AMOUNT AVAILABLE FOR WITHDRAWAL. Upon the written request of a
          Participant received and approved by the Committee, a Participant may
          withdraw, in cash, up to one hundred per cent (100%) of the amount of
          such Participant's Before Tax Contributions (and any earnings credited
          to a Participant's account as of the end of the last Plan Year ending
          before July 1, 1989) or such lesser amount as the Committee may
          approve, in the event of Hardship. For purposes of this Section,
          Hardship is defined as immediate and heavy financial need of the
          Employee where such Employee lacks other available resources. Hardship
          distributions are subject to the spousal consent requirements
          contained in Sections 411(a)(11) and 417 of the Code. The Committee
          is authorized to and shall request from the Participant making such a
          request such evidence as the Committee deems necessary and appropriate
          to substantiate a Hardship, the amount of expenses resulting


                                     PAGE 28
<Page>

          from such Hardship and the other resources of the Participant
          reasonably available to meet such expenses.

     (B)  SPECIAL RULES:

          (1)  IMMEDIATE AND HEAVY NEED. The following are the only financial
               needs considered immediate and heavy: expenses incurred or
               necessary for medical care, described in Section 213(d) of the
               Code, of the Employee, the Employee's Spouse or dependents; the
               purchase (excluding mortgage payments) of a principal residence
               for the Employee; payment of tuition and related educational fees
               for the next twelve months of post-secondary education for the
               Employee, the Employee's Spouse, children or dependents; or the
               need to prevent the eviction of the Employee from, or a
               foreclosure on the mortgage of, the Employee's principal
               residence.

          (2)  SATISFACTION OF NEED. A distribution will be considered as
               necessary to satisfy an immediate and heavy financial need of the
               Employee only if:

               (a)  The Employee has obtained all distributions, other than
                    Hardship distributions, and all nontaxable loans under all
                    plans maintained by the Employer;

               (b)  All plans maintained by the Employer provide that the
                    Employee's Before Tax Contributions (and After Tax
                    Contributions) will be suspended for twelve months after the
                    receipt of the Hardship distribution;

               (c)  The distribution is not in excess of an immediate and heavy
                    financial need (including amounts necessary to pay any
                    federal, state or local income taxes or penalties reasonably
                    anticipated to result from the distribution); and

               (d)  All plans maintained by the Employer provide that the
                    Employee may not make Before Tax Contributions for the
                    Employee's taxable year immediately following the taxable
                    year of the Hardship distribution in excess of the
                    applicable limit under Section 402(g) of the Code for such
                    taxable year less the amount of such Employee's Before Tax
                    Contributions for the taxable year of the Hardship
                    distribution.

          (3)  TAXES AND PENALTIES. The amount of an immediate and heavy
               financial need may include any amounts necessary to pay any
               federal, state or local income taxes or penalties reasonably
               anticipated to result from the distribution.

3.10 WITHDRAWAL OF AFTER TAX CONTRIBUTIONS. Subject to the provisions of the
     Plan, in accordance with rules for giving notice as determined by the
     Committee, a Participant may withdraw as of the first Accounting Date
     subsequent to receipt by the Committee of such notice:

     (A)  MAXIMUM AMOUNT. An amount equal to not more than 100% of the
          Participant's After Tax Contribution Account determined as of such
          Accounting Date. No Participant who has made any withdrawal of After
          Tax Contributions in the twelve (12) months preceding the giving of
          such notice may make a withdrawal under this Section. A Participant
          who


                                   PAGE 29
<Page>

          makes a withdrawal of After Tax Contributions shall be required to
          suspend After Tax Contributions for a period of six (6) months,
          commencing with the effective date of such withdrawal. A Participant
          may, pursuant to Article III, elect to commence After Tax
          Contributions as of the first day of the first payroll period of the
          month following the conclusion of such suspension period, or the first
          payroll period of any month thereafter, upon advance written notice to
          the Committee.

     (B)  MINIMUM AMOUNT. Notwithstanding anything to the contrary in this
          Section 3.10, any withdrawal made pursuant to Section 3.10(A) shall
          be for a minimum whole dollar amount not less than Five Hundred
          Dollars ($500.00); except that if the amount available for withdrawal
          is less than Five Hundred Dollars ($500.00) then the minimum amount of
          the withdrawal shall be the amount available.

     (C)  FORFEITURES. NO forfeitures will occur solely as a result of an
          Employee's withdrawal of After Tax Contributions.

     (D)  LOAN SECURITY. Notwithstanding anything to the contrary in this
          Section 3.10, a Participant may not make a withdrawal pursuant to
          this Section of any portion of the Participants vested interest which
          has been assigned to secure repayment of a loan in accordance with
          Section 11.10, below, until such time as the Committee shall have
          released said portion so assigned.

3.11. WITHDRAWAL OF MATCHING CONTRIBUTIONS. Subject to the provisions of the
      Plan, in accordance with rules for giving notice as determined by the
      Committee, and as elected in the Adoption Agreement, a Participant may
      withdraw as of the first Accounting Date subsequent to receipt by the
      Committee of such notice:

     (A)  MAXIMUM AMOUNT. An amount equal to not more than 100% of the vested
          amounts in the Participant's Matching Contribution Account determined
          as of such Accounting Date. No Participant who has made any withdrawal
          of Matching Contributions in the twelve (12) months preceding the
          giving of such notice may make a withdrawal under this Section.

     (B)  MINIMUM AMOUNT. Notwithstanding anything to the contrary in this
          Section 3.11, any withdrawal made pursuant to Section 3.11(A) shall
          be for a minimum whole dollar amount not less than Five Hundred
          Dollars ($500.00); except that if the amount available for withdrawal
          is less than Five Hundred Dollars ($500.00) then the minimum amount of
          the withdrawal shall be the amount available.

     (C)  FORFEITURES. No forfeitures will occur solely as a result of an
          Employee's withdrawal of Matching Contributions.

     (D)  LOAN SECURITY. Notwithstanding anything to the contrary in this
          Section 3.11, a Participant may not make a withdrawal, pursuant to
          this Section of any portion of the Participant's vested interest
          which has been assigned to secure repayment of a loan in accordance
          with Section 11.10, below, until such time as the Committee shall
          have released said portion so assigned.


                                   PAGE 30
<Page>

                                    ARTICLE IV
                               OTHER CONTRIBUTIONS

4.1  EMPLOYER CONTRIBUTIONS.

     (A)  MONEY PURCHASE PENSION PLANS ONLY. As elected by the Employer in the
          Adoption Agreement, the Employer shall make contributions to the Plan.

     (B)  PROFIT SHARING PLANS AND 401(k) PLANS ONLY.

          (1)  EMPLOYER CONTRIBUTIONS. For each Plan Year, the Employer, shall
               or may make contributions to the Plan in an amount as selected in
               the Adoption Agreement or determined by Resolution of the Board
               of Directors of the Employer.

          (2)  NET PROFITS NOT REQUIRED IF SO ELECTED IN ADOPTION AGREEMENT. If
               the Employer elects, Employer Contributions under a profit
               sharing Plan may be made without regard to Net Profits in
               accordance with Item B(8)(a)(iii) of the Adoption Agreement. The
               Plan shall continue to be designed to qualify as a profit-sharing
               Plan for purposes of Sections 401(a), 402, 412, and 417 of the
               Code.

4.2  SEPARATE ACCOUNTS. An Employer Contribution Account shall be maintained for
     each Participant to which will be credited the employer pension or profit
     sharing contributions ("Employer Contributions"). Such accounts shall be
     credited with the applicable contributions, earnings and losses,
     distributions, and other adjustments.

4.3  VESTING. Employer Contributions will be vested in accordance with the
     Employer's election in Item B(7), as applicable, of the Adoption Agreement.
     In any event, Employer Contributions shall be fully vested at Normal
     Retirement Date, upon the complete or partial termination of the Plan, and,
     in profit sharing plans, upon the complete discontinuance of Employer
     Contributions.

4.4  LIMITATION ON EMPLOYER CONTRIBUTIONS. The Employer's Contribution for any
     Plan Year shall not exceed the maximum amount which the Employer may deduct
     pursuant to Section 404 of the Code. The Employer Contributions shall be
     payable not later than the time for filing the Employer's federal income
     tax return, including extensions.

4.5  EMPLOYEE CONTRIBUTIONS.

     (A)  DISTRIBUTIONS FROM QUALIFIED PLANS - ROLLOVERS.

          (1)  If the Employer selects Item B(9) in the Adoption Agreement, an
               Employee who is entitled to make a rollover contribution
               described in Section 402(a)(5), Section 403(a)(4) or Section
               408(d)(3) of the Code ("Rollover Contribution"), may elect, with
               the approval of the Committee, to make such a Rollover
               Contribution to the Plan. The Employee shall deliver or cause to
               be delivered, to the Trustee the cash which constitutes such
               Rollover Contribution at such time or times and in such manner as
               shall be specified by the Committee. As of the date of receipt of
               such property by the Trustee, a Rollover Account shall be
               established in the name of the Employee who has made a Rollover
               Contribution as provided in this Section 4.5


                                   PAGE 31
<Page>

               and shall be credited with such assets on such date. A Rollover
               Contribution shall not be deemed to be a contribution of such
               Employee for any purpose of this Agreement. All Rollover
               Contributions and the earnings on these contributions shall be
               immediately fully vested and nonforfeitable.

          (2)  Subject to the provisions of the Plan, on advance notice given to
               the Committee in accordance with rules established by the
               Committee a Participant in a profit sharing Plan or 401(k)
               profit sharing Plan may withdraw all or any part (in any whole
               dollar amount specified by the Participant) of the value of any
               Rollover Account, provided no Participant who has made any
               withdrawal under Section 4.5(A) during the calendar year in which
               such notice is given may make an additional withdrawal under this
               Section 4.5(A) during the remainder of such year.

     (B)  NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS AND MATCHING CONTRIBUTIONS NO
          LONGER ACCEPTED.

          (1)  This Plan will not accept nondeductible employee contributions
               and matching contributions except pursuant to a 401(m)
               arrangement described in Article III. Employee contributions for
               Plan Years beginning after December 31, 1986, together with any
               matching contributions as defined in Section 401(m) of the Code,
               will be limited so as to meet the nondiscrimination test of
               Section 401(m).

          (2)  A separate account will be maintained by the Trustee for the
               previously made nondeductible employee contributions of each
               Participant.

          (3)  Employee contributions and earnings thereon will be
               nonforfeitable at all times. No forfeitures will occur solely as
               a result of an Employee's withdrawal of Employee contributions.

     (C)  DEDUCTIBLE EMPLOYEE CONTRIBUTIONS NO LONGER ACCEPTED. The Committee
          will not accept deductible Employee contributions which are made for a
          taxable year beginning after December 31, 1986. Contributions made
          prior to that date will be maintained in a separate account which will
          be nonforfeitable at all times. The account will share in the gains
          and losses of the Trust Fund in the same manner as described in
          Article VI of the Plan. No part of the deductible voluntary
          contribution account will be used to purchase life insurance. Subject
          to Section 7.10, Joint and survivor annuity requirements (if
          applicable), the Participant may withdraw any part of the deductible
          voluntary contribution account by making a written application to the
          Committee.

4.6  EXCLUSIVE BENEFIT. Except as provided in the Plan, the Employer has no
     beneficial interest in the Trust Fund, and no part of the Trust Fund shall
     revert or be repaid to the Employer, directly or indirectly, or diverted to
     purposes other than for the exclusive benefit of Participants and their
     Beneficiaries, except that (1) any contribution made by the Employer
     because of a mistake of fact must be returned to the Employer within one
     year of the contribution; (2) in the event the deduction of a contribution
     made by the Employer is disallowed under Section 404 of the Code, such
     contribution (to the extent disallowed) must be returned to the Employer
     within one year of the disallowance of the deduction; and (3) in the event
     that the Commissioner of Internal Revenue determines that the Plan is not
     initially qualified under the Internal Revenue Code, any


                                   PAGE 32
<Page>

     contribution made incident to that initial qualification by the Employer
     must be returned to the Employer within one year after the date the initial
     qualification is denied, but only if the application for the qualification
     is made by the time prescribed by law for filing the Employer's return for
     the taxable year in which the Plan is adopted or such later date as the
     Secretary of the Treasury may prescribe.

4.7  FORM, PAYMENT AND ALLOCATION OF CONTRIBUTIONS. Contributions made for a
     Plan Year shall be made in cash; provided, however, that if the Plan has an
     Employer Stock Fund, contributions for the Employer Stock Fund may be made
     in Employer Stock. Contributions shall be delivered to the Trustee at such
     time or times as shall be agreed upon between the Committee and the
     Trustee. The Committee shall instruct the Trustee as to the allocation of
     contributions to the Participant's accounts pursuant to the elections made
     in the Adoption Agreement. Employer Stock contributed to the Plan shall be
     valued at fair market value at the time of its transfer to the Plan.

4.8  SAFE HARBOR ALLOCATION. Notwithstanding anything to the contrary in the
     Adoption Agreement, in the event the requirements of Code Sections
     401(a)(26) or 410(b) are not met during the Plan Year, Employer
     Contributions will be allocated to Eligible Employees in the following
     order until the applicable requirements are met:

     (A)  Eligible Employees employed by the Employer on the last day of the
          Plan Year and who have completed more than 750 Hours of Service during
          the Plan Year;

     (B)  Eligible Employees employed by the Employer on the last day of the
          Plan Year and who have completed more than 500 but less than 750 Hours
          of Service during the Plan Year;

     (C)  Eligible Employees employed by the Employer on the last day of the
          Plan Year and who have completed 500 or fewer Hours of Service during
          the Plan Year;

     (D)  Eligible Employees who have completed 750 or more Hours of Service
          during the Plan Year;

     (E)  Eligible Employees who have completed more than 500 but less than 750
          Hours of Service during the Plan Year.

          In no event will Employees who have terminated employment with the
          Employer during the Plan Year and who have completed 500 or fewer
          Hours of Service during the Plan Year receive any allocation of
          Employer Profit Sharing Contributions.

                                    ARTICLE V
                             PERIOD OF PARTICIPATION

5.1  TERMINATION DATES. A Participant's Termination Date will be the date on
     which his employment with the Employer is terminated because of the first
     to occur of the following events:

     (A)  NORMAL RETIREMENT. The Participant retires from the employ of the
          Employer upon attaining the Normal Retirement Date selected in the
          Adoption Agreement. If the Employer enforces a mandatory retirement
          age the Normal Retirement Date is the date the


                                   PAGE 33
<Page>

          Participant attains the lesser of that mandatory age or the age
          specified in the Adoption Agreement.

     (B)  EARLY RETIREMENT. The Participant retires from the employ of the
          Employer upon attaining the Early Retirement Date selected in the
          Adoption Agreement. If a Participant terminates employment prior to
          meeting any minimum age specified in the Adoption Agreement but after
          having completed the specified minimum service requirement, the
          terminated Participant shall be entitled to an early retirement
          benefit upon attaining the minimum age required.

     (C)  LATE RETIREMENT. The Participant retires from the employ of the
          Employer after the Normal Retirement Date. A Participant who continues
          to work beyond the Normal Retirement Date shall continue participation
          in the Plan on the same basis as the other Participants.

     (D)  DISABILITY RETIREMENT. The Participant is terminated from the employ
          of the Employer because of Disability, as determined by the Committee,
          as defined in Section 1.1(I), irrespective of his age.

     (E)  DEATH. The Participant's death.

     (F)  OTHER TERMINATION. The Participant terminates employment before
          Normal, Early, Late or Disability Retirement.

          If a Participant continues in the employ of the Employer but no longer
          is a member of a class of Employees to which the Plan has been and
          continues to be extended by the Employer, the Participant's
          Termination Date nevertheless will be as stated above and his or her
          accounts will be held as stated in Section 5.2.

5.2  RESTRICTED PARTICIPATION. When distribution of part or all of the benefits
     to which a Participant is entitled under the Plan is deferred beyond or
     cannot be made until after the Participant's Termination Date, or during
     any period that a Participant continues in the employ of the Employer but
     no longer is a member of a class of Employees to which the Plan has been
     and continues to be extended by the Employer, the Participant, or in the
     event of his or her death such Participant's Beneficiary, will be
     considered and treated as a Participant for all purposes of the Plan,
     except that no share of contributions or forfeitures will be credited to
     his or her Accounts (a) for any period such Participant continues in the
     employ of the Employer but no longer is a member of a class of Employees to
     which the Plan has been and continues to be extended by the Employer, or
     (b) after the Participant's Termination Date.

                                   ARTICLE VI
                                   ACCOUNTING

6.1  ACCOUNTS ESTABLISHED. There shall be established and maintained for each
     Participant such accounts as are applicable, to reflect such Participant's
     interest in each Investment Fund.

     All income, expenses, gains and losses attributable to each account shall
     be separately accounted for. The interest of each Participant in the Trust
     Fund at any time shall consist of the amount


                                   PAGE 34
<Page>

     credited to his or her accounts as of the last preceding Valuation Date
     plus credits and minus debits to such accounts since that date.

6.2  EMPLOYER CONTRIBUTIONS CONSIDERED MADE ON LAST DAY OF PLAN YEAR. Unless
     otherwise elected in the Adoption Agreement, for purposes of this Article
     VI, the Employer's Contribution under Article IV will be considered to have
     been made on the last day of the Plan Year for which contributed.

6.3  ACCOUNTING STEPS. As of each Valuation Date, the Trustee shall:

     (A)  Charge to the prior account balances all previously uncharged payments
          or distributions made from Participants' accounts since the last
          preceding Valuation Date.

     (B)  Adjust the net credit balances in Participants' accounts upward or
          downward, pro rata, so that the total of such net credit balances will
          equal the then adjusted net worth of the Trust Fund;

     (C)  Allocate and credit Employer Contributions and any forfeitures (as
          described in Section 7.3) that are to be allocated and credited as of
          that date in accordance with Sections 6.5 and 6.6.

          Notwithstanding the preceding, the Trustee shall be authorized to
          utilize such other method of accounting for the gains or losses
          experience by the Trust as may accurately reflect each Participant's
          interest therein.

6.4  ALLOCATION OF EMPLOYER CONTRIBUTIONS.

     (A)  DISCRETIONARY PROFIT SHARING CONTRIBUTIONS.

          (1)  NONSTANDARDIZED PLANS. If the Plan is a nonstandardized Plan,
               Employer Contributions for the Plan Year shall be allocated among
               and credited to the Employer Contribution Accounts of each
               Participant, including a Participant on leave of absence, who is
               entitled to receive a contribution as elected by the Employer in
               the Adoption Agreement, pursuant to the formula elected by the
               Employer in Item B(8)(b) of the Adoption Agreement If elected in
               the Adoption Agreement, Participants whose employment terminated
               because of retirement, death or disability before the end of the
               Plan Year will share in the contributions for the year if elected
               in the Adoption Agreement.

          (2)  STANDARDIZED PLANS. Employer Contributions for the Plan Year
               shall be allocated among and credited to the Employer
               Contribution Account of each Participant who either completes
               more than 500 Hours of Service during the Plan Year (or such
               lesser number of Hours of Service as may be specified in the
               Adoption Agreement) or is employed on the last day of the Plan
               Year pursuant to the formula elected by the Employer in
               Item B(8)(b) of the Adoption Agreement. If elected in the
               Adoption Agreement, Participants whose employment terminated
               before the end of the Plan Year because of retirement, death or
               disability will share in the contributions for the year if
               elected in the Adoption Agreement.


                                   PAGE 35
<Page>

     (B)  MONEY PURCHASE PENSION PLANS. Employer Contributions will be made
          and allocated to the Employer Contribution Accounts of Participants
          for the Plan Year as elected in the Adoption Agreement. Sections
          6.4(A)(1) and (2) above also apply to the Money Purchase Pension
          Plans.

     (C)  PAIRED PLANS. Notwithstanding anything in the Plan to the contrary,
          if the Employer maintains two plans which are Paired Plans, only
          one may contain an allocation, as elected in the Adoption
          Agreement, utilizing permitted disparity as defined in Code Section
          401(1).

6.5  ALLOCATION OF FORFEITURES. As elected in Items B(11) and/or C(6) of the
     Adoption Agreement, as of the last day of the Plan Year, any forfeitures
     which arose under the Plan during that year shall be used to: (i) pay the
     expenses of the Plan; (ii) reduce Employer Contributions; or, (iii) be
     allocated to Participants accounts, as may be selected in the Adoption
     Agreement. Forfeitures under (iii) shall be allocated as provided in
     Section 6.4.

6.6  LIMITATION ON ALLOCATIONS.

     (A)  DEFINITIONS: For purposes of limiting allocations pursuant to this
          section, the following definitions shall apply:

          (1)  ANNUAL ADDITIONS: The sum of the following amounts credited to a
               Participant's account for the Limitation Year:

               (a)  Employer Contributions;

               (b)  Employee Contributions;

               (c)  forfeitures;

               (d)  amounts allocated, after March 31, 1984, to an individual
                    medical account, as defined in Section 415(1)(2) of the
                    Code, which is part of a pension or annuity Plan maintained
                    by the Employer are treated as Annual Additions to a defined
                    contribution Plan. Also amounts derived from contributions
                    paid or accrued after December 31, 1985, in taxable years
                    ending after such date, which are attributable to
                    post-retirement medical benefits, allocated to the separate
                    account of a Key Employee, as defined in Section 419A(d)(3)
                    of the Code, under a welfare benefit fund, as defined in
                    Section 419(e) of the Code, maintained by the Employer are
                    treated as Annual Additions to a defined contribution Plan;
                    and,

               (e)  allocations under a simplified employee pension.

               For this purpose, any Excess Amount applied under Sections
               6.6(B)(4) or 6.6(C)(6) in the Limitation Year to reduce Employer
               Contributions will be considered Annual Additions for such
               Limitation Year.


                                   PAGE 36
<Page>

          (2)  COMPENSATION: Compensation as described below, interpreted
               consistently with the provisions of Code Section 414(s) and the
               regulations issued thereunder, as may be selected by the
               Employer, and uniformly applied for testing purpose:

               (a)  W-2 COMPENSATION (WAGES, TIPS, AND OTHER COMPENSATION
                    REQUIRED TO BE REPORTED UNDER SECTIONS 6041, 6051, AND 6052
                    OF THE CODE, AS REPORTED ON FORM W-2). Compensation is
                    defined as wages within the meaning of Section 3401(a) and
                    all other payments of compensation to an Employee by the
                    Employer (in the course of the Employer's trade or business)
                    for which the Employer is required to furnish the Employee a
                    written statement under Sections 6041(d), 6051(a)(3) and
                    6052 of the Code. Compensation must be determined without
                    regard to any rules under Section 3401(a) that limit the
                    remuneration included in wages based on the nature or
                    location of the employment or the services performed (such
                    as the exception for agricultural labor in Section
                    3401(a)(2).

               (b)  WITHHOLDING COMPENSATION (SECTION 3401(a)). Compensation is
                    defined as wages within the meaning of 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 Section 3401
                    (a)(2)).

               (c)  SECTION 415 SAFE-HARBOR COMPENSATION. Compensation is
                    defined as wages, salaries, and fees for professional
                    services and other amounts received (without regard to
                    whether or not an amount is paid in cash) for personal
                    services actually rendered in the course of employment with
                    the Employer maintaining the Plan to the extent that the
                    amounts are includible in gross income (including, but not
                    limited to, commissions paid salesman, 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 1.62-2(c)),
                    and excluding the following:

                    (i)  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
                         deductible by the Employee, or any distributions from a
                         Plan of deferred compensation;

                    (ii) amounts realized from the exercise of a non-qualified
                         stock option, or when restricted stock (or property)
                         held by an Employee becomes freely transferable or is
                         no longer subject to a substantial risk of forfeiture;

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


                                   PAGE 37
<Page>

                    (iv)  other amounts which received special tax benefits,
                          or contributions made by the Employer (whether or
                          not under a salary reduction agreement) towards the
                          purchase of an annuity contract described in
                          Section 403(b) of the Code (whether or not the
                          contributions are actually excludable from the
                          gross income of the Employee).

               Notwithstanding anything in the definitions of Compensation
               preceding, at the discretion of the Employer, uniformly applied,
               Compensation shall, for purposes of ADP and ACP testing as
               provided for in Article III, include amounts not currently
               includible in income pursuant to Code Sections 125, 402(a)(8),
               402(h) and 403(b). For allocation purposes, such amounts shall be
               includible as elected in the Adoption Agreement.

               For any self-employed Individual, Compensation will mean Earned
               Income.

               For Limitation Years beginning after December 31, 1991, for
               purposes of applying the limitations of Section 6.6, Compensation
               for a Limitation Year is the compensation actually paid or made
               available during such Limitation Year.

               Notwithstanding the preceding sentence, Compensation for a
               Participant in a defined contribution Plan who is permanently and
               totally disabled (as defined in Section 22(e)(3) of the Code) is
               the Compensation such Participant would have received for the
               Limitation Year if the Participant had been paid at the rate of
               Compensation paid immediately before becoming permanently and
               totally disabled; such imputed compensation for the disabled
               Participant may be taken into account only if the Participant is
               not a Highly Compensated Employee, (as defined in Section 414(q)
               of the Code), and contributions made on behalf of such
               Participant are nonforfeitable when made.

          (3)  DEFINED BENEFIT FRACTION: 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
               125 percent of the dollar limitation determined for the
               Limitation Year under Sections 415(b) and (d) of the Code or 140
               percent of the Participant's Highest Average Compensation,
               including any adjustments under Section 415(b) of the Code.

               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 125
               per cent of the sum of the annual benefits under such plans which
               the Participant had accrued as of the close of the last
               Limitation Year beginning before January 1, 1987, disregarding
               any changes in the terms and conditions of the Plan after May 5,
               1986. The preceding sentence applies only if the defined benefit
               plans individually and in the aggregate satisfied the
               requirements of Section 415 for all Limitation Years beginning
               before January 1, 1987.


                                   PAGE 38
<Page>

          (4)  DEFINED CONTRIBUTION DOLLAR LIMITATION: For purposes of
               calculating the Maximum Permissible Amount: $30,000 or, if
               greater, one-fourth of the defined benefit dollar limitation set
               forth in Section 415(b)(1) of the Code as in effect for the
               Limitation Year.

          (5)  DEFINED CONTRIBUTION FRACTION: 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 employee
               contributions to all defined benefit plans, whether or not
               terminated, maintained by the Employer, and the Annual Additions
               attributable to all welfare benefit funds, as defined in Section
               419(e) of the Code, individual medical accounts, as defined in
               Section 415(l)(2) of the Code, and simplified employee pension,
               maintained by the Employer), and the denominator of which is the
               sum of the maximum aggregate amounts for the current and all
               prior Limitation Years of service with the Employer (regardless
               of whether a defined contribution Plan was maintained by the
               Employer). The maximum aggregate amount in any Limitation Year is
               the lesser of 125 percent of the dollar limitation determined
               under Sections 415(b) and (d) of the Code in effect under Section
               415(c)(1)(A) of the Code or 35 percent of the Participant's
               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 6, 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 Section 415
               limitation applicable to the first Limitation Year beginning on
               or after January 1,1987.

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

          (6)  EMPLOYER: For purposes of this Section 6.6: the Employer that
               adopts this Plan, and all members of a controlled group of
               corporations (as defined in section 414(b) of the Code as
               modified by Section 415(h), all commonly controlled trades or
               businesses (as defined in Section 414(c) as modified by Section
               415(h)) or affiliated service groups (as defined in Section
               414(m)) of which the adopting Employer is a part, and any other
               entity required to be aggregated with the Employer pursuant to
               regulations under Section 414(o) of the Code.

                                  PAGE 39
<Page>

          (7)  EXCESS AMOUNT: The excess of the Participant's Annual Additions
               for the Limitation Year over the Maximum Permissible Amount.

          (8)  HIGHEST AVERAGE COMPENSATION: For purposes of calculating the
               Defined Benefit Fraction, the average compensation for the three
               (3) consecutive Years of Service with the Employer that produces
               the highest average. A Year of Service with the Employer is the
               twelve-consecutive month period defined in Item B(4)(j) of the
               Adoption Agreement.

          (9)  LIMITATION YEAR: A calendar year or any other 12 consecutive
               month period elected in Item B(4)(d) of the Adoption Agreement.
               All qualified plans maintained by the Employer must use the same
               Limitation Year. If the Limitation Year is amended to a different
               12-consecutive month period, the new Limitation Year must begin
               on a date within the Limitation Year in which the amendment is
               made.

          (10) MASTER OR PROTOTYPE PLAN: A Plan the form of which is the subject
               of a favorable opinion letter from the Internal Revenue Service.

          (11) MAXIMUM PERMISSIBLE AMOUNT: The maximum Annual Addition that may
               be contributed or allocated to a Participant's account under the
               Plan for any Limitation Year shall not exceed the lesser of:

               (a)  the Defined Contribution Dollar Limitation, or

               (b)  25 percent of the Participant's Compensation for the
                    Limitation Year.

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

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

                  Number of months in the short Limitation Year
                  ---------------------------------------------
                                       12

          (12) PROJECTED ANNUAL BENEFIT: For purposes of calculating the Defined
               Benefit Fraction: 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: (1) the
               Participant will continue employment until Normal Retirement Date
               under the Plan, (or current age, if later), and (2) the
               Participant's Compensation for the current Limitation Year and
               all other relevant factors used to determine benefits under the
               Plan will remain constant for all future Limitation Years.

                                  PAGE 40
<Page>

     (B)  ANNUAL ADDITION LIMITATIONS:

          (1)  If the Participant does not participate in, and has never
               participated in another qualified Plan or welfare benefit fund,
               as defined in Section 419(e) of the Code maintained by the
               Employer, or an individual medical account, as defined in Section
               415(l)(2) of the Code, maintained by the Employer, or a
               simplified employee pension, as defined in Section 408(K) of the
               Code, maintained by the Employer which provides an Annual
               Addition as defined in Section 6.6(E), the amount of Annual
               Additions which may be credited to the Participant's account
               for any Limitation Year will not exceed the lesser of the Maximum
               Permissible Amount or any other limitation contained in this
               Plan. If the Employer Contribution that would otherwise be
               contributed or allocated to the Participant's account would cause
               the Annual Additions 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.

          (2)  Prior to determining the Participant's actual 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 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 Compensation for the Limitation Year.

          (4)  If pursuant to Section 6.6(B)(3) or as result of the allocation
               of forfeitures, there is an Excess Amount, the excess will be
               disposed of as follows:

               (a)  Any nondeductible voluntary employee contributions, to the
                    extent they would reduce the Excess Amount, will be returned
                    to the Participant.

               (b)  If after the application of paragraph (a) 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.

               (c)  If after the application of paragraph (a) 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.

                                  PAGE 41
<Page>

               (d)  If a suspense account is in existence at any time during a
                    Limitation Year pursuant to this Section 6.6(A), it will not
                    participate in the allocation of the trust's investment
                    gains and losses. If a suspense account is in existence at
                    any time during a particular Limitation Year, all amounts in
                    the suspense account must be allocated and reallocated to
                    Participants' accounts before any Employer Contributions or
                    any Employee contributions may be made to the Plan for that
                    Limitation Year. Excess Amounts may not be distributed to
                    Participants or former Participants.

     (C)  MULTIPLE PLAN LIMITATION.

          (1)  This Section 6.6(C) applies if, in addition to this Plan, the
               Participant is covered under another qualified Master or
               Prototype defined contribution Plan maintained by the Employer, a
               welfare benefit fund, as defined in Section 419(e) of the Code
               maintained by the Employer, or an individual medical account, as
               defined in Section 415(l)(2) of the Code, maintained by the
               Employer, or a simplified employee pension maintained by the
               employer which provides an Annual Addition as defined in
               Section 6.6(A) 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 qualified master and
               prototype defined contribution plans, 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 qualified master and prototype
               defined contribution plans and welfare benefit funds, individual
               medical accounts, and simplified employee pension, maintained by
               the Employer are less than the Maximum Permissible Amount and the
               contributions that would otherwise be contributed or allocated to
               the Participant's Employer Contribution Account under this Plan
               would cause the Annual Additions for the Limitation Year to
               exceed this limitation, the amount contributed or allocated will
               be reduced so that the Annual Additions under all such plans and
               funds for the Limitation Year will equal the Maximum Permissible
               Amount. If the Annual Additions with respect to the Participant
               under such other qualified master and prototype defined
               contribution plans, welfare benefit funds individual medical
               accounts, and simplified employee pension, in the aggregate are
               equal to or greater than the Maximum Permissible Amount, no
               amount will be contributed or allocated to the Participant's
               Employer Contribution Account under this Plan for the Limitation
               Year.

          (2)  Prior to determining the Participant's actual Compensation for
               the Limitation Year, the Employer may determine the Maximum
               Permissible Amount for a Participant in the manner described in
               Section 6.6(B)(2).

          (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 Compensation for the Limitation Year.

                                  PAGE 42
<Page>

          (4)  If, pursuant to Section 6.6(C)(3) or as a result of the
               allocation of forfeitures, a Participant's Annual Additions under
               this Plan and all other plans result in an Excess Amount for a
               Limitation Year, the Excess Amount shall be deemed to consist of
               the amounts last allocated, except that Annual Additions
               attributable to a simplified employee pension will be deemed to
               have been allocated first, followed by annual additions to a
               welfare benefit fund or individual medical account regardless of
               the actual allocation date.

          (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:

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

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

          (6)  Any Excess Amount attributed to this Plan should be disposed of
               as provided in Section 6.6(C)(4).

     (D)  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 accounts under this Plan for any Limitation Year will be
          limited in accordance with Section 6.6(C) (1-6) as though the Plan
          were a Master or Prototype Plan unless the Employer provides other
          limitations in Item B(12) of the Adoption Agreement.

     (E)  If the Employer maintains, or at any time maintained, a qualified
          defined benefit Plan covering any Participant in this Plan, the sum of
          the Participant's Defined Benefit Plan Fraction and Defined
          Contribution Plan Fraction will not exceed 1.0 in any Limitation
          Year. The Annual Additions which may be credited to the Participant's
          accounts under this Plan for any Limitation Year will be limited in
          accordance with Item B(12) of the Adoption Agreement.

6.7  REPORTS TO PARTICIPANTS. The Committee shall cause reports to be made at
     least annually to each Participant and to the Beneficiary of each deceased
     Participant as to the value of each such Participant's accounts, as of an
     appropriate preceding Valuation Date.

                                   ARTICLE VII
                           PAYMENT OF ACCOUNT BALANCES

7.1  TERMINATION OF EMPLOYMENT UPON DISABILITY OR DEATH. A Participant shall
     become fully vested in his or her Employer Contribution Accounts if the
     Participant becomes Disabled under Sections 5.1(A), (B), (C) or (D) or
     dies while still employed. The accounts of a Participant who retires
     becomes Disabled or dies will become distributable to the Participant or to
     his or her Spouse or

                                  PAGE 43
<Page>

     Beneficiary. If distributed immediately, subject to Section 7.4, the
     distributable balance, after adjustments, will be determined as soon as
     practicable following the receipt by the Trustee of written notice of the
     Participant's termination from the Committee.

7.2  TIMING FOR DETERMINING ACCOUNT BALANCE UPON TERMINATION OF EMPLOYMENT PRIOR
     TO RETIREMENT, DISABILITY OR DEATH. If a Participant terminates employment
     with the Employer before retirement under Sections 5.1(F) the vested
     portion of the Participant's Employer Contribution Account and/or Matching
     Account shall be determined and such Participant's accounts will be
     distributable to the Participant. If distributed immediately, subject to
     Section 7.4, the distributable balance, after adjustments, will be
     determined as soon as practicable following receipt by the Trustee of
     written notice of the Participant's termination from the Committee. The
     account balance shall be distributable at such time as elected in the
     Adoption Agreement, but in no event shall an account balance not be
     distributable later than the Participant's Normal Retirement Date.

7.3  VESTING ON DISTRIBUTION BEFORE BREAK-IN-SERVICE; CASH-OUTS.

     (A)  If an Employee terminates service, and the value of the Employee's
          vested account balance derived from Employer and Employee
          contributions is not greater than $3,500, the Employee will receive a
          distribution of the value of the entire vested portion of such account
          balances, and Rollover Account balance, if any. The nonvested portion
          will be treated as a forfeiture. For purposes of this Section 7.3, if
          the value of an Employee's vested account balance is zero, the
          Employee shall be deemed to have received a distribution of such
          vested account balance. A Participant's vested account balance shall
          not include accumulated deductible employee contributions within the
          meaning of Section 72(o)(5)(B) of the Code for Plan Years beginning
          prior to January 1, 1989.

     (B)  If an Employee terminates service, and elects, in accordance with the
          requirements of Section 7.4, to receive the value of the Employee's
          vested account balance, the nonvested portion will be treated as a
          forfeiture. If the Employee elects to have distributed less than the
          entire vested portion of the balance in the Employer Contribution
          Account, the part of the nonvested portion that will be treated as a
          forfeiture is the total nonvested portion multiplied by a fraction,
          the numerator of which is the amount of the distribution attributable
          to Employer Contributions and the denominator of which is the total
          value of the vested balance in the Employer Contribution Account.

     (C)  If an Employee receives a distribution pursuant to this Section 7.3
          and the Employee resumes employment covered under this Plan, the
          Employee's Employer Contribution Account and/or Matching Account
          balance will be restored to the amount on the date of distribution if
          the Employee repays to the Plan the full amount of the distribution
          attributable to Employer contributions before the earlier of 5 years
          after the first date on which the Participant is subsequently
          reemployed by the Employer, or the date the Participant incurs five
          (5) consecutive one (1) year Breaks in Service following the date of
          the distribution. If an Employee is deemed to receive a distribution
          pursuant to this Section 7.3, and the Employee resumes employment
          covered under this Plan before the date the Participant incurs five
          (5) consecutive one (1) year Breaks in Service, upon the reemployment
          of such Employee, the Employer Contribution Account balance and/or

                                  PAGE 44
<Page>

          Matching Account balance of the Employee will be restored to the
          amount on the date of such deemed distribution.

7.4  RESTRICTIONS ON IMMEDIATE DISTRIBUTIONS.

     (A)  If the value of a Participant's vested account balance derived from
          Employer and Employee contributions exceeds (or at the time of any
          prior distribution exceeded) $3,500, and the account balance is
          immediately distributable, the Participant and the Participant's
          Spouse (or where either the Participant or the Spouse has died, the
          survivor) must consent to any distribution of such account balance.
          The consent of the Participant and the Participant's Spouse shall be
          obtained in writing within the 90-day period ending on the annuity
          starting date. The annuity starting date is the first day of the first
          period for which an amount is paid as an annuity or any other form.
          The Committee shall notify the Participant and the Participant's
          Spouse of the right to defer any distribution until the Participant's
          account balance is no longer immediately distributable. Such
          notification shall include a general description of the material
          features, and an explanation of the relative values of, the optional
          forms of benefit available under the Plan in a manner that would
          satisfy the notice requirements of Section 417(a)(3), and shall be
          provided no less than 30 days and no more than 90 days prior to the
          annuity starting date. However, distribution may commence less
          than 30 days after the notice described in the preceding sentence is
          given, provided the distribution is one to which sections 401(a)(11)
          and 417 of the Internal Revenue Code do not apply, the plan
          administrator clearly informs the participant that the participant
          has a right to a period of at least 30 days after receiving the
          notice to consider the decision of whether or not to elect a
          distribution (and, if applicable, a particular distribution option),
          and the participant after receiving the notice, affirmatively elects
          a distribution.

          Notwithstanding the foregoing, only the Participant need consent to
          the commencement of a distribution in the form of a Qualified Joint
          and Survivor Annuity while the account balance is immediately
          distributable. (Furthermore, if payment in the form of a Qualified
          Joint and Survivor Annuity is not required with respect to the
          Participant pursuant to Section 7.10 of the Plan, only the Participant
          need consent to the distribution of an account balance that is
          immediately distributable. Neither the consent of the Participant nor
          the Participant's Spouse shall be required to the extent that a
          distribution is required to satisfy Section 401(a)(9) or Section 415
          of the Code. In addition, upon termination of this Plan if the Plan
          does not offer an annuity option (purchased from a commercial
          provider), and if the Employer or any entity within the same
          controlled group as the Employer does not maintain another defined
          contribution Plan (other than an employee stock ownership Plan as
          defined in Section 4975(e)(7) of the Code), the Participant's account
          balance will, without the Participant's consent, be distributed to the
          Participant. However, if any entity within the same controlled group
          as the Employer maintains another defined contribution Plan (other
          than an employee stock ownership Plan as defined in Section 4975(e)(7)
          of the Code) then the Participant's account balance will be
          transferred, without the Participant's consent, to the other Plan if
          the Participant does not consent to an immediate distribution.

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

                                  PAGE 45
<Page>

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

7.5  COMMENCEMENT OF BENEFITS. Unless the Participant elects otherwise, payments
     will be made or commence to a Participant by the Trustee, as directed by
     the Committee, no later than the sixtieth (60th) day after the latest of
     the close of the Plan Year in which (1) the Participant attains age
     sixty-five (65) (or Normal Retirement Date; if earlier); (2) occurs the
     tenth (10th) anniversary of the year in which the Participant commenced
     participation in the Plan; or (3) the Participant terminates his or her
     service with the Employer.

     Notwithstanding the foregoing, the failure of a Participant and Spouse to
     consent to a distribution while a benefit is immediately distributable,
     within the meaning of Section 7.4 of the Plan, shall be deemed to be an
     election to defer commencement of payment of any benefit sufficient to
     satisfy this section.

7.6  TIMING AND MODES OF DISTRIBUTION.

     (A)  GENERAL RULES.

          (1)  Subject to Section 7.10, Joint and Survivor Annuity Requirements,
               the requirements of this Section 7.6 shall apply to any
               distribution of a Participant's interest and will take precedence
               over any inconsistent provisions of this Plan. Unless otherwise
               specified, the provisions of this Section 7.6 apply to calendar
               years beginning after December 31, 1984.

          (2)  All distributions required under this Section 7.6 shall be
               determined and made in accordance with the Income Tax Regulations
               under Section 401(a)(9), including the minimum distribution
               incidental benefit requirement of Section 1.401(a)(9)-2 of the
               regulations.

          (3)  The normal form of payment for a profit-sharing Plan satisfying
               the requirements of Section 7.10(F) hereof shall be a single sum
               with no option for annuity payments; provided, however, that
               distributions may be made:

               (a)  In installment payments, if the Employer has elected
                    installment payments in Item B(10)(a) of the Adoption
                    Agreement;

               (b)  Through such other form of benefit as may be identified in
                    Item B(10)(a) of the Adoption Agreement, which shall be
                    available to Participants as an optional form of benefit
                    payment, and shall preclude Employer discretion;

               (c)  Through such other form of benefits as may be required to be
                    protected as Section 411(d)(6) protected benefits.

                                  PAGE 46
<Page>

     (B)  REQUIRED BEGINNING DATE. The entire interest of a Participant must be
          distributed or begin to be distributed no later than the Participant's
          required beginning date.

     (C)  LIMITS ON DISTRIBUTION PERIODS. As of the first distribution calendar
          year, distributions, if not made in a single-sum, may only be made
          over one of the following periods (or a combination thereof):

          (1)  the life of the Participant,

          (2)  the life of the Participant and a designated Beneficiary,

          (3)  a period certain not extending beyond the life expectancy of the
               Participant, or

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

     (D)  DETERMINATION OF AMOUNT TO BE DISTRIBUTED EACH YEAR. If the
          Participant's interest is to be distributed in other than a single
          sum, the following minimum distribution rules shall apply on or after
          the required beginning date:

          (1)  INDIVIDUAL ACCOUNT.

               (a)  If a Participant's benefit is to be distributed over:

                    (i)  a period not extending beyond the life expectancy of
                         the participant or the joint life and last survivor
                         expectancy of the Participant and the Participant's
                         designated Beneficiary; or

                    (ii) a period not extending beyond the life expectancy of
                         the designated Beneficiary, the amount required to be
                         distributed for each calendar year, beginning with
                         distributions for the first distribution calendar year,
                         must at least equal the quotient obtained by dividing
                         the Participant's benefit by the applicable life
                         expectancy.

               (b)  For calendar years beginning before January 1, 1989, if the
                    Participant's Spouse is not the designated beneficiary, the
                    method of distribution selected must assure that at least
                    50% of the present value of the amount available for
                    distribution is paid within the life expectancy of the
                    Participant.

               (c)  For calendar years beginning after December 31, 1988, the
                    amount to be distributed each year, beginning with
                    distributions for the first distribution calendar year shall
                    not be less than the quotient obtained by dividing the
                    Participant's benefit by the lesser of (1) the applicable
                    life expectancy or (2) if the Participant's Spouse is not
                    the designated Beneficiary, the applicable divisor
                    determined from the table set forth in Q&A-4 of Section
                    1.401(a)(9)-2 of the Income Tax Regulations. Distributions
                    after the death of the Participant shall be distributed
                    using the applicable life expectancy in

                                  PAGE 47
<Page>

                    Section (1)(a) above as the relevant divisor without regard
                    to Regulations Section 1.401(a)(9)-2.

               (d)  The minimum distribution required for the Participant's
                    first distribution calendar year must be made on or before
                    the Participant's required beginning date. The minimum
                    distribution for other calendar years, including the minimum
                    distribution for the distribution calendar year in which the
                    Employee's required beginning date occurs, must be made on
                    or before December 31 of that distribution calendar year.

          (2)  OTHER FORMS. If the Participant's benefit is distributed in the
               form of an annuity purchased from an insurance company,
               distributions thereunder shall be made in accordance with the
               requirements of Section 401(a)(9) of the Code and the regulations
               thereunder.

     (E)  DEATH DISTRIBUTION PROVISIONS

          (1)  DISTRIBUTION BEGINNING BEFORE DEATH. If the Participant dies
               after distribution of his or her interest has begun, the
               remaining portion of such interest will continue to be
               distributed at least as rapidly as under the method of
               distribution being used prior to the Participant's death.

          (2)  DISTRIBUTION BEGINNING AFTER DEATH. If the Participant dies
               before distribution of his or her interest begins, distribution
               of the Participant's entire interest shall be completed by
               December 31 of the calendar year containing the fifth anniversary
               of the Participant's death except to the extent that an election
               is made to receive distributions in accordance with (a) or (b)
               below:

               (a)  if any portion of the Participant's interest is payable to a
                    designated Beneficiary, distributions may be made over the
                    life or over a period certain not greater than the life
                    expectancy of the designated Beneficiary commencing on or
                    before December 31 of the calendar year immediately
                    following the calendar year in which the Participant died;

               (b)  if the designated Beneficiary is the Participant's surviving
                    Spouse, the date distributions are required to begin in
                    accordance with (a) above shall not be earlier than the
                    later of (1) December 31 of the calendar year immediately
                    following the calendar year in which the Participant died
                    and (2) December 31 of the calendar year in which the
                    Participant would have attained age 70-1/2.

                    If the Participant has not made an election pursuant to this
                    Section 7.6(E)(2) by the time of his or her death, the
                    Participant's designated Beneficiary must elect the method
                    of distribution no later than the earlier of (1) December 31
                    of the calendar year in which distributions would be
                    required to begin under this section, or (2) December 31 of
                    the calendar year in which contains the fifth anniversary of
                    the date of death of the Participant. If the Participant has
                    no designated Beneficiary, or if the

                                  PAGE 48
<Page>

                    designated Beneficiary does not elect a method of
                    distribution, distribution of the Participant's entire
                    interest must be completed by December 31 of the calendar
                    year containing the fifth anniversary of the Participant's
                    death.

          (3)  SURVIVING SPOUSE'S DEATH. For purposes of Section (E)(2) above,
               if the surviving Spouse dies after the Participant, but before
               payments to such Spouse begin, the provisions of Section (E)(2)
               with the exception of paragraph (b) therein, shall be applied as
               if the surviving Spouse were the Participant.

          (4)  MINOR BENEFICIARY. For purposes of this Section (E), any amount
               paid to a child of the Participant will be treated as if it had
               been paid to the surviving Spouse if the amount becomes payable
               to the surviving Spouse when the child reaches the age of
               majority.

          (5)  DISTRIBUTION CONSIDERED TO BEGIN ON REQUIRED BEGINNING DATE. For
               the purposes of this Section (E), distribution of a Participant's
               interest is considered to begin on the Participant's required
               beginning date (or, if Section (E)(3) above is applicable, the
               date distribution is required to begin to the surviving Spouse
               pursuant to Section (E)(2) above). If distribution in the form of
               an annuity irrevocably commences to the Participant before the
               required beginning date, the date distribution is considered to
               begin is the date distribution actually commences.

     (F)  DEFINITIONS.

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

          (2)  DESIGNATED BENEFICIARY: The individual who is designated as
               the Beneficiary under the Plan in accordance with Section
               401(a)(9) and the proposed regulations thereunder.

          (3)  DISTRIBUTION CALENDAR YEAR: A calendar year for which a
               minimum distribution is required. For distributions beginning
               before the Participant's death, the first distribution calendar
               year is the calendar year immediately preceding the calendar
               year which contains the Participant's required beginning date.
               For distributions beginning after the Participant's death, the
               first distribution calendar year is the calendar year in which
               distributions are required to begin pursuant to Section (E)
               above.

          (4)  LIFE EXPECTANCY: Life expectancy and joint and last survivor
               expectancy are computed by use of the expected return
               multiples in Tables V and VI of Section 1.72-9 of the Income
               Tax Regulations.


                                       PAGE 49
<Page>

               Unless otherwise elected by the Participant (or Spouse, in the
               case of distributions described in Section (E)(2)(b) above) by
               the time distributions are required to begin, life
               expectancies shall be recalculated annually. Such election
               shall be irrevocable as to the Participant (or Spouse) and
               shall apply to all subsequent years. The life expectancy of a
               non-spouse Beneficiary may not be recalculated.

          (5)  PARTICIPANT'S BENEFIT:

               (a)  The account balance as of the last valuation date in the
                    calendar year immediately preceding the distribution
                    calendar year (valuation calendar year) increased by the
                    amount of any contributions or forfeitures allocated to
                    the account balance as of dates in the valuation calendar
                    year after the valuation date and decreased by
                    distributions made in the valuation calendar year after
                    the valuation date.

               (b)  Exception for second distribution calendar year. For
                    purposes of paragraph (a) above, if any portion of the
                    minimum distribution for the first distribution calendar
                    year is made in the second distribution calendar year on
                    or before the required beginning date, the amount of the
                    minimum distribution made in the second distribution
                    calendar year shall be treated as if it had been made in
                    the immediately preceding distribution calendar year.

          (6)  REQUIRED BEGINNING DATE:

               (a)  GENERAL RULE. The required beginning date of a Participant
                    is the first day of April of the calendar year following the
                    calendar year in which the Participant attains age 70-1/2.

               (b)  TRANSITIONAL RULES. The required beginning date of a
                    Participant who attains age 70-1/2 before January 1,
                    1988, shall be determined in accordance with (1) or (2)
                    below:

                    (i)  Non-5-percent owners. The required beginning date of
                         a Participant who is not a 5-percent owner is the
                         first day of April of the calendar year following
                         the calendar year in which the later of retirement
                         or attainment of age 70-1/2 occurs.

                    (ii) 5-percent owners. The required beginning date of a
                         Participant who is a 5-percent owner during any year
                         beginning after December 31, 1979, is the first day
                         of April following the later of:

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

                         (b)  the earlier of the calendar year with or within
                              which ends the Plan Year in which the Participant
                              becomes a 5-percent


                                       PAGE 50
<Page>

                              owner, or the calendar year in which the
                              Participant retires.

                    The required beginning date of a Participant who is not a
                    5-percent owner who attains age 70-1/2 during 1988 and who
                    has not retired as of January 1, 1989, is April 1, 1990.

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

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

     (G)  TRANSITIONAL RULE.

          (1)  DISTRIBUTIONS TO 5-PERCENT OWNERS. Notwithstanding the other
               requirements of this Section 7.6 and subject to the
               requirements of Section 7.10, Joint and Survivor Annuity
               Requirements, distributions on behalf of any Employee,
               including a 5-percent owner, may be made in accordance with
               all of the following requirements (regardless of when such
               distribution commences):

               (a)  The distribution by the plan is one which would not have
                    disqualified such plan under Section 401(a)(9) of the
                    Internal Revenue Code as in effect prior to amendment by
                    the Deficit Reduction Act of 1984.

               (b)  The distribution is in accordance with a method of
                    distribution designated by the Employee whose interest in
                    the plan is being distributed or, if the Employee is
                    deceased, by a Beneficiary of such Employee.

               (c)  Such designation was in writing, was signed by the
                    Employee or the Beneficiary, and was made before January
                    1, 1984.

               (d)  The Employee had accrued a benefit under the Plan as of
                    December 31, 1983.

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

          (2)  DISTRIBUTION ON DEATH. A distribution upon death will not be
               covered by this transitional rule unless the information in the
               designation contains the required


                                     PAGE 51

<Page>

               information described above with respect to the distributions to
               be made upon the death of the Employee.

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

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

7.7  DESIGNATION OF BENEFICIARY.

     (A)  DEFAULT BENEFICIARY. In the case of a Participant who is married, the
          Participant's Beneficiary shall be the Participant's Spouse, but if
          the Participant's Spouse consents as provided in this Section 7.7, or
          if the Participant is not married, then the Participant shall have
          the right to designate that after such Participant's death such
          Participant's accounts shall be distributed to a designated
          Beneficiary or Beneficiaries.

     (B)  SPOUSAL CONSENT. Any consent of a Spouse given pursuant to this
          Section must be in writing and given prior to the death of the
          Participant. Such consent must acknowledge the effect of the
          Participant's Beneficiary designation, the identity of any non-Spouse
          Beneficiary, including any class of Beneficiaries and contingent
          Beneficiaries, and the consent must be witnessed by a Plan
          representative or a Notary Public. The Participant may not
          subsequently change the designation of his or her Beneficiary unless
          his Spouse consents to the new designation in accordance with the
          requirements set forth in the preceding sentence. The consent of a
          Participant's Spouse shall not be required if the Participant
          establishes to the satisfaction of the Committee that consent may not
          be obtained because there is no Spouse, the Spouse cannot be located
          or because of such other circumstances as the Secretary of the
          Treasury may prescribe by regulations. A Spouse's


                                     PAGE 52
<Page>



          consent shall be irrevocable. Any consent by a Spouse, or
          establishment that the consent of the Spouse may not be obtained,
          shall be effective only with respect to that Spouse.

     (C)  CHANGING BENEFICIARIES. Subject to Subparagraphs (A) and (B) above,
          the Participant's designation of Beneficiary may be made, changed or
          revoked by the Participant at any time by a written instrument, in
          form satisfactory to the Committee, and shall become effective only
          when executed by such Participant (and, if applicable, consented to by
          the Participant's Spouse as set forth in Section 7.7(B)) and filed
          with the Committee prior to such Participant's death. If all of the
          Beneficiaries named in such designation shall have predeceased such
          Participant, or die prior to complete distribution of the
          Participant's accounts, or if such Participant fails to execute and
          file a designation and is not survived by a Spouse the payment of such
          Participant's accounts shall be made pursuant to the Plan and to such
          Beneficiaries as required by state law. Neither the Employer, the
          Committee, nor the Trustee, shall have any duty to see that such
          Participant, any Spouse or any Beneficiary executes and files any such
          designation with the Committee.

7.8  OPTIONAL FORMS OF BENEFIT. The optional forms of benefit provided by this
     Plan are not subject to Employer discretion and are made available to all
     Participants on a nondiscriminatory basis. The optional forms of benefit
     are described in Articles III and VII, as may be selected in the Adoption
     Agreement. If selected in Item B(13) of the Adoption Agreement, the
     Employer may attach to the Plan a list of the Section "411(d)(6) protected
     benefits" that must be preserved from a individually designed Plan or other
     prototype Plan which this Plan amends.

7.9  DISTRIBUTION UPON DISABILITY. In the event of the Disability of the
     Participant, the Trustee, following receipt of notification of such
     Disability from the Committee, shall make distributions from the Account.

7.10 JOINT AND SURVIVOR ANNUITY REQUIREMENTS.

     (A)  APPLICATION. The provisions of this Section 7.10 shall apply to any
          Participant who is credited with at least one Hour of Service with the
          Employer on or after August 23, 1984, and such other Participants as
          provided in Section 7.10(G).

     (B)  QUALIFIED JOINT AND SURVIVOR ANNUITY. Unless an optional form of
          benefit is selected pursuant to a Qualified Election within the
          ninety-day period ending on the Annuity Starting Date, a married
          Participant's Vested Account Balance will be paid in the form of a
          Qualified Joint and Survivor Annuity and an unmarried Participant's
          Vested Account Balance will be paid in the form of a life annuity. The
          Participant may elect to have such annuity distributed upon attainment
          of the Earliest Retirement Age under the Plan.

     (C)  QUALIFIED PRE-RETIREMENT SURVIVOR ANNUITY. Unless an optional form of
          benefit has been selected within the election period pursuant to a
          Qualified Election, if a Participant dies before the Annuity Starting
          Date then the Participant's Vested Account Balance shall be applied
          toward the purchase of an annuity for the life of the surviving
          Spouse. The surviving Spouse may elect to have such annuity
          distributed within a reasonable period after the Participant's death.

     (D)  DEFINITIONS.


                                     PAGE 53
<Page>

          (1)  ELECTION PERIOD: The period which begins on the first day of the
               Plan Year in which the Participant attains age 35 and ends on the
               date of the Participant's death. If a Participant separates from
               service prior to the first day of the Plan Year in which age 35
               is attained, with respect to the account balance as of the date
               of separation, the election period shall begin on the date of
               separation.

               Pre-age 35 waiver: A Participant who will not yet attain age 35
               as of the end of any current Plan Year may make a special
               Qualified Election to waive the Qualified Preretirement Survivor
               Annuity for the period beginning on the date of such election and
               ending on the first day of the Plan Year in which the Participant
               will attain age 35. Such election shall not be valid unless the
               Participant receives a written explanation of the Qualified
               Preretirement Survivor Annuity in such terms as are comparable to
               the explanation required under Section 7.10(E). Qualified
               Preretirement Survivor Annuity coverage will be automatically
               reinstated as of the first day of the Plan Year in which the
               Participant attains age 35. Any new waiver on or after such date
               shall be subject to the full requirements of this Section 7.10.

          (2)  EARLIEST RETIREMENT AGE: The earliest date on which, under the
               Plan, the Participant could elect to receive retirement benefits.

          (3)  QUALIFIED ELECTION: A waiver of a Qualified Joint and Survivor
               Annuity or a Qualified Preretirement Survivor Annuity. Any
               waiver of a Qualified Joint and Survivor Annuity or a Qualified
               Preretirement Survivor Annuity shall not be effective unless: (a)
               the Participant's Spouse consents in writing to the election; (b)
               the election designates a specific Beneficiary including any
               class of Beneficiaries or any contingent Beneficiaries, which may
               not be changed without spousal consent (or the Spouse expressly
               permits designations by the Participant without any further
               spousal consent); (c) the Spouse's consent acknowledges the
               effect of the election; and (d) the Spouse's consent is witnessed
               by a Plan representative or Notary Public. Additionally, a
               Participant's waiver of the Qualified Joint and Survivor Annuity
               shall not be effective unless the election designates a form of
               benefit payment which may not be changed without spousal consent
               (or the spouse expressly permits designations by the Participant
               without any further spousal consent). If it is established to the
               satisfaction of a Plan representative that there is no Spouse or
               that the Spouse cannot be located, a waiver will be deemed a
               Qualified Election.

               Any consent by a Spouse obtained under this provision (or
               establishment that the consent of a Spouse may not be obtained)
               shall be effective only with respect to such Spouse. A consent
               that permits designations by the Participant without any
               requirement of further consent by such Spouse must acknowledge
               that the Spouse has the right to limit consent to a specific
               Beneficiary, and a specific form of benefit where applicable, and
               that the Spouse voluntarily elects to relinquish either or both
               of such rights. A revocation of a prior waiver may be made by a
               Participant without the consent of the Spouse at any time before
               the commencement of benefits. The number of revocations shall not
               be limited. No consent obtained under this provision shall be
               valid unless the Participant has received notice as provided in
               Paragraph (E) below.


                                     PAGE 54
<Page>

          (4)  QUALIFIED JOINT AND SURVIVOR ANNUITY: An immediate annuity for
               the life of the Participant with a survivor annuity for the life
               of the Spouse which is not less than 50 percent and not more than
               100 percent of the amount of the annuity which is payable during
               the joint lives of the Participant and the Spouse and which is
               the amount of benefit which can be purchased with the
               Participant's vested account balance. The percentage of the
               survivor annuity under the Plan shall be 50%.

          (5)  SPOUSE (SURVIVING SPOUSE): the Spouse or surviving Spouse of the
               Participant, provided that a former Spouse will be treated as
               the Spouse or surviving Spouse and the 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
               Section 414(p) of the Code.

          (6)  ANNUITY STARTING DATE: The first day of the first period for
               which an amount is payable as an annuity or any other form.

          (7)  VESTED ACCOUNT BALANCE: The aggregate value of the Participant's
               vested account balances derived from Employer and Employee
               contributions (including rollovers), whether vested before or
               upon death. The provisions of this Section 7.10 shall apply to a
               Participant who is vested in amounts attributable to Employer
               contributions, Employee contributions (or both) at the time of
               death or distribution.

     (E)  NOTICE REQUIREMENTS.

          (1)  QUALIFIED JOINT AND SURVIVOR ANNUITY. In the case of a Qualified
               Joint and Survivor Annuity as described in Section 7.10(B), the
               Committee shall no less than 30 days and no more than 90 days
               prior to the Annuity Starting Date provide each Participant a
               written explanation of: (i) the terms and conditions of a
               Qualified Joint and Survivor Annuity; (ii) the Participant's
               right to make and the effect of an election to waive the
               Qualified Joint and Survivor Annuity form of benefit; (iii) the
               rights of a Participant's Spouse; and (iv) the right to make,
               and the effect of, a revocation of a previous election to waive
               the Qualified Joint and Survivor Annuity.

          (2)  QUALIFIED PRE-RETIREMENT SURVIVOR ANNUITY. In the case of a
               Qualified Pre-Retirement Survivor Annuity as described in Section
               7.10(C), the Committee shall provide each Participant within the
               applicable period for such Participant a written explanation of
               the Qualified Pre-Retirement Survivor Annuity in such terms and
               in such manner as would be comparable to the explanation provided
               for meeting the requirements of Section 7.10(E) applicable to a
               Qualified Joint and Survivor Annuity.

               The applicable period for a Participant is whichever of the
               following periods ends last: (i) the period beginning with the
               first day of the Plan Year preceding the Plan Year in which the
               Participant attains age thirty-two (32) and ending with the close
               of the Plan Year in which the Participant attains age thirty-five
               (35); (ii) a reasonable period ending after the individual
               becomes a Participant; (iii) a


                                     PAGE 55
<Page>



               reasonable period ending after Section 7.10(E)(3) ceases to
               apply to the Participant; and (iv) a reasonable period ending
               after Section 7.10 first applies to the Participant.
               Notwithstanding the foregoing, notice must be provided within a
               reasonable period ending after separation from service in the
               case of a Participant who separates from service before attaining
               age thirty-five (35).

               For purposes of applying the preceding paragraph, a reasonable
               period ending after the enumerated events described in (ii),
               (iii) and (iv) is the end of the two-year period beginning one
               year prior to the date the applicable event occurs, and ending
               one year after that date. 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-year period
               beginning one-year prior to separation and ending one year after
               separation. If such a Participant thereafter returns to
               employment with the Employer, the applicable period for such
               participant shall be predetermined.

          (3)  SUBSIDIZED ANNUITY DISTRIBUTIONS. Notwithstanding the other
               requirements of this Section 7.10(E), the respective notices
               prescribed by this Section 7.10(E) need not be given to a
               Participant if (1) the Plan "fully subsidizes" the cost of a
               Qualified Joint and Survivor Annuity or Qualified Pre-Retirement
               Survivor Annuity, and (2) the Plan does not allow the Participant
               to waive the Qualified Joint and Survivor Annuity or Qualified
               Preretirement Survivor Annuity and does not allow a married
               Participant to designate a non-Spouse Beneficiary. For purposes
               of this Section 7.10(E), a Plan fully subsidizes the cost of a
               benefit if no increase in cost, or decrease in benefits to the
               Participant may result from the Participant's failure to elect
               another benefit.

     (F)  SAFE HARBOR RULES.

          (1)  APPLICATION. This Section shall apply to a Participant in a
               profit-sharing Plan, and to any distribution, made on or after
               the first day of the first Plan Year beginning after December 31,
               1988, from or under a separate account attributable solely to
               accumulated deductible employee contributions, as defined in
               Section 72(o)(5)(B) of the Code, and maintained on behalf of a
               Participant in a money purchase pension Plan, (including a target
               benefit Plan) if the following conditions are satisfied: (1) the
               Participant does not or cannot elect payments in the form of a
               life annuity, and (2) on the death of the Participant, the
               Participant's vested account balance will be paid to the
               Participant's surviving Spouse, but if there is no surviving
               Spouse or, if the surviving Spouse has already consented in a
               manner conforming to a Qualified Election, then to the
               Participant's designated Beneficiary. The surviving Spouse may
               elect to have distribution of the vested account balance commence
               within the 90-day period following the date of the Participant's
               death. The account balance shall be adjusted for gains or losses
               occurring after the participant's death in accordance with the
               provisions of the Plan governing the adjustment of account
               balances for other types of distributions. This Section 7.10(F)
               shall not be operative with respect to a Participant in a
               profit-sharing Plan if the Plan is a direct or indirect
               transferee of a defined benefit Plan, money purchase Plan, a
               target benefit Plan, stock bonus, or profit-sharing Plan which is
               subject to the survivor annuity requirements of Section
               401(a)(11) and Section 417 of the Code. If this


                                     PAGE 56
<Page>

               Section 7.10(F) is operative, then the provisions of this
               Section 7.10, other than in Section 7.10(G), shall be
               inoperative.

          (2)  WAIVER. The Participant may waive the spousal death benefit
               described in this section at any time provided that no such
               waiver shall be effective unless it satisfies the conditions of
               Section 7.10(D)(3) (other than the notification requirement
               referred to therein) that would apply to the Participant's waiver
               of the Qualified Preretirement Survivor Annuity.

          (3)  VESTED ACCOUNT BALANCE. For purposes of this Section 7.10(F),
               vested account balance shall mean, in the case of a money
               purchase pension Plan or a target benefit Plan, the
               Participant's separate account balance attributable solely to
               accumulated deductible employee contributions within the meaning
               of Section 72(o)(5) (B) of the Code. In the case of a
               profit-sharing Plan, vested account balance shall have the same
               meaning as provided in Section 7.10(D)(7).

     (G)  TRANSITIONAL RULES.

          (1)  Any living Participant not receiving benefits on August 23, 1984,
               who would otherwise not receive the benefits prescribed by the
               previous sections of this Section 7.10 must be given the
               opportunity to elect to have the prior sections of this Section
               7.10 apply if such Participant is credited with at least one Hour
               of Service under this Plan or a predecessor Plan in a Plan Year
               beginning on or after January 1, 1976, and such Participant had
               at least ten (10) years of vesting service when he or she
               separated from service.

          (2)  Any living Participant not receiving benefits on August 23, 1984
               who was credited with at least one Hour of Service under this
               Plan or predecessor Plan on or after September 2, 1974, and who
               is not otherwise credited with any service in a Plan Year
               beginning on or after January 1, 1976 must be given the
               opportunity to have his or her benefits paid in accordance with
               Section 7.10(G)(4).

          (3)  The respective opportunities to elect (as described in Section
               7.10(G)(1) and (2) above) must be afforded to the appropriate
               Participants during the period commencing on August 23, 1984 and
               ending on the date benefits would otherwise commence to these
               Participants.

          (4)  Any Participant who has elected pursuant to Section 7.10(G)(2)
               and any Participant who does not elect under Section 7.10(G)(1)
               or who meets the requirements of Section 7.10(G)(1) except that
               such Participant does not have at least ten (10) years of vesting
               service when he or she separates from service, shall have his or
               her benefits distributed in accordance with all of the following
               requirements of benefits would have been payable in the form of a
               life annuity:

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


                                     PAGE 57
<Page>

                    (i)   begins to receive payments under the Plan on or after
                          Normal Retirement Date; or

                    (ii)  dies on or after Normal Retirement Date while still
                          working for the Employer; or

                    (iii) begins to receive payments on or after the Qualified
                          Early Retirement Age; or

                    (iv)  separates from service on or after attaining Normal
                          Retirement Date (or the Qualified Early Retirement
                          Age) and after satisfying the eligibility requirements
                          for the payment of benefits under the Plan and
                          thereafter dies before beginning to receive such
                          benefits;

                    then such benefits will be received under this Plan in the
                    form of a Qualified Joint and Survivor Annuity, unless the
                    Participant has elected otherwise during the election
                    period. The election period must begin at least 6 months
                    before the Participant attains Qualified Early Retirement
                    Age and end not more than 90 days before the commencement
                    of benefits. Any election hereunder will be in writing and
                    may be changed by the Participant at any time.

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

               c)   For purposes of this Section 7.10(G)(4):

                    (i)  Qualified Early Retirement Age is the latest of: (i)
                         the earliest date, under the Plan, on which the
                         Participant may elect to receive retirement benefits,
                         (ii) the first day of the 120th month beginning before
                         the Participant reaches Normal Retirement Date, or
                         (iii) the date the Participant begins participation.

                    (ii) Qualified Joint and Survivor Annuity is an annuity for
                         the life of the participant with a survivor annuity for
                         the life of the Spouse as described in Section
                         7.10(D)(4).

     (H)  NONTRANSFERABILITY. Any annuity distributed from the Plan must be
          nontransferable.


                                     PAGE 58

<Page>

     (I)  INCORPORATION OF TERMS. The terms of any annuity contract purchased
          and distributed by the Plan to a Participant or Spouse shall comply
          with the requirements of this Plan.

7.11 DISTRIBUTIONS TO QUALIFIED PLANS. In the event a former Employee whose
     accounts have not been fully distributed becomes an active participant in
     a Plan qualified under Section 401(a) of the Code, the Committee may direct
     the Trustee to transfer the amount in such Participant's account(s) to any
     such Plan provided the Plan to receive such transfers authorizes accepting
     the transfer, provides that assets transferred shall be held in a separate
     account and requires that the assets transferred shall not be subject to
     any forfeiture provisions.

7.12 PROFIT SHARING PLANS AND 401(k) PROFIT SHARING PLANS ONLY - WITHDRAWAL OF
     EMPLOYER CONTRIBUTIONS. Subject to the provisions of the Plan, in
     accordance with rules for giving notice as determined by the Committee, and
     as elected in the Adoption Agreement, a Participant may withdraw as of the
     first Accounting Date subsequent to receipt by the Committee of such
     notice:

     (A)  An amount equal to not more than 100% of the Participant's Employer
          Contribution Account determined as of such Accounting Date. No
          Participant who has made any withdrawal of Employer Contributions in
          the twelve (12) months preceding the giving of such notice may make a
          withdrawal under this Section.

     (B)  Notwithstanding anything to the contrary in this Section 7.12, any
          withdrawal made pursuant to Section 7.12(A) shall be for a minimum
          whole dollar amount not less than Five Hundred Dollars ($500.00);
          except that if the amount available for withdrawal is less than Five
          Hundred Dollars ($500.00) then the minimum amount of the withdrawal
          shall be the amount available.

     (C)  No forfeitures will occur solely as a result of an Employee's
          withdrawal of Employer Contributions.

     (D)  Notwithstanding anything to the contrary in this Section 7.12, a
          Participant may not make a withdrawal, pursuant to this Section of any
          portion of the Participant's vested interest which has been assigned
          to secure repayment of a loan in accordance with Section 10.10, below,
          until such time as the Committee shall have released said portion so
          assigned.

7.13 PROHIBITION AGAINST ALIENATION.

     (A)  Except as provided in Sections 401(a)(13) and 414(p) of the Code, no
          benefit or interest available under this Plan will be subject to
          assignment or alienation, either voluntarily or involuntarily.

     (B)  The preceding sentence shall also apply to the creation, assignment,
          or recognition of a right to any benefit payable with respect to a
          Participant pursuant to a domestic relations order, unless the
          Committee determines that such order is a qualified domestic relations
          order, as defined in Section 414(p) of the Code, or any domestic
          relations order entered before January 1, 1985.


                                     PAGE 59
<Page>

     (C)  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, an immediate 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, provided that in
          no event will any such distribution accelerate the repayment of any
          loan made to the affected Participant under the Plan, unless such
          Participant consents thereto in writing. For purposes of this Section
          7.13, "alternate payee," "qualified domestic relations order" and
          "earliest retirement age" shall have the meaning set forth under Code
          Section 414(p), unless a Qualified Distribution Date has been selected
          in the Adoption Agreement, in which case the earliest retirement age
          shall be the date on which the domestic relations order is determined
          to be qualified.

7.14 MISSING PARTICIPANT OR BENEFICIARY. Each Participant and/or each
     Beneficiary must file with the Committee from time to time in writing his
     or her post office address and each change of post office address. Any
     communication, statement or notice addressed to a Participant and/or
     Beneficiary at such last post office address filed with the Committee or if
     no address is filed with the Committee then at the last post office address
     as shown on the Employer's records, will be binding on the Participant
     and/or Beneficiary for all purposes of the Plan. Neither the Committee nor
     the Trustee shall be required to search for or locate a Participant or
     Beneficiary.

     Any other provision of the Plan to the contrary notwithstanding, if any
     application for a benefit has not been filed by a Participant otherwise
     eligible therefor within ninety (90) days after the Plan Year in which
     occurred his or her termination date, the Committee shall mail to such
     Participant and/or Beneficiary at his or her last known address an
     application for benefit and a reminder that he or she is eligible for such
     benefit. If such application is not filed with the Committee in accordance
     with the provisions of the Plan within ninety (90) days after it is so
     mailed to such Participant or his or her termination date, whichever is
     later, the benefit shall be forfeited and shall be used to reduce future
     Employer Contributions as though the Participant were not vested in his or
     her accounts as of the end of said ninety (90) day period. Upon the
     subsequent filing of an application therefor by the Participant and/or his
     Beneficiary, such accounts shall be immediately reinstated pursuant to this
     provision as though the Participant were 100% vested in his or her accounts
     in an amount equal to the cash value of the accounts on the date forfeited.
     To the extent forfeited amounts are not available, the Employer shall
     contribute the amount required to reinstate the Participant's account
     balance.

7.15 LIMITATION ON CERTAIN DISTRIBUTIONS. Notwithstanding anything contained
     herein to the contrary, the Trustee may, in its discretion, delay
     satisfying requests for distributions for up to one year where
     distributions require amounts to be withdrawn from the Guaranteed
     Investment Contract Fund; provided, however, that in no event shall the
     Trustee delay distributions to a Participant beyond the legally required
     time for distribution as set forth in Section 7.5.

7.16 FORM OF DISTRIBUTIONS AND WITHDRAWALS. The Trustee shall make all
     distributions and withdrawals under the Plan, including Hardship
     withdrawals, other withdrawals while the Participant is still employed, and
     distributions upon retirement, disability, death and separation from
     service, pro rata, from all accounts and Investment Funds, as follows:


                                     PAGE 60
<Page>

     (A)  In a Plan with no Employer Stock Fund, all withdrawals and
          distributions under the Plan shall be made in cash.

     (B)  In a Plan with an Employer Stock Fund:

          (1)  Withdrawals and distributions under the Plan from the other
               Investment Fund(s) shall be made in cash.

          (2)  Withdrawals and distributions under the Plan from the Employer
               Stock Fund may be made in cash or in full shares of Employer
               Stock, with any fractional share paid in cash, as elected by the
               Participant. For the cash portion of any distribution or
               withdrawal, the Participant will receive the cash proceeds from
               the sale of shares of Employer Stock as of the sale date.

                                  ARTICLE VIII
                                DIRECT ROLLOVERS

8.1  GENERAL. This Article applies to distributions made on or after January 1,
     1993. Notwithstanding any provision of the Plan to the contrary that would
     otherwise limit a distributee's election under this Article, a distributee
     may elect, at the time and in the manner prescribed by the Plan
     administrator, to have any portion of an eligible rollover distribution
     paid directly to an eligible retirement Plan specified by the distributee
     in a direct rollover.

8.2  DEFINITIONS.

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

     (B)  ELIGIBLE RETIREMENT PLAN: An eligible retirement Plan is an individual
          retirement account described in section 408(a) of the Code, an
          individual retirement annuity described in section 408(b) of the
          Code, an annuity Plan described in section 403(a) of the Code, or a
          qualified trust described in section 401(a) of the Code, that accepts
          the distributee's eligible rollover distribution. However, in the case
          of an eligible rollover distribution to the surviving spouse, an
          eligible retirement Plan is an individual retirement account or
          individual retirement annuity.

     (C)  DISTRIBUTEE: A distributee includes an Employee or former Employee. In
          addition, the Employee's or former Employee's surviving Spouse and the
          Employee's or former Employee's Spouse or former Spouse who is the
          alternate payee under a qualified domestic


                                     PAGE 61
<Page>

          relations order, as defined in section 414(p) of the Code, are
          distributees with regard to the interest of the Spouse or former
          Spouse.

     (D)  DIRECT ROLLOVER: A direct rollover is a payment by the Plan to the
          eligible retirement Plan specified by the distributee.

     (E)  WAIVER OF NOTICE. If a distribution is one to which Sections
          401(a)(11) and 417 of the Internal Revenue Code do not apply, such
          distribution may commence less than 30 days after the notice required
          under Section 1.411(a)-(11)(c) of the Income Tax Regulations is given,
          provided that: (1) the plan administrator clearly informs the
          Participant that the Participant has a right to a period of at least
          30 days after receiving the notice to consider the decision of whether
          or not to elect a distribution (and, if applicable, a particular
          distribution option), and (2) the Participant, after receiving the
          notice, affirmatively elects a distribution.

                                   ARTICLE IX
                              TOP-HEAVY PROVISIONS

9.1  USE OF TOP HEAVY PROVISIONS. If the Plan becomes a Top Heavy Plan in any
     Plan Year after December 31, 1983, the provisions of this Article IX will
     supersede any conflicting provision in the Plan or the Adoption Agreement.
     The Committee has sole responsibility to make the determination as to the
     top-heavy status of the Plan.

9.2  TOP-HEAVY DEFINITIONS.

     (A)  KEY EMPLOYEE: Any Employee or former Employee (and the Beneficiaries
          of such Employee) who at any time during the determination period was
          an officer of the Employer if such individual's annual Compensation
          exceeds 50% of the dollar limitation under Section 415(b)(1)(A) of the
          Code, an owner (or considered an owner under Section 318 of the Code)
          of one of the ten largest interests in the Employer if such
          individual's Compensation exceeds 100% of the dollar limitation under
          Section 415(c)(1)(A) of the Code, a 5 per cent owner of the Employer,
          or a 1 per cent owner of the Employer who has an annual Compensation
          of more than $150,000. Annual compensation means compensation as
          defined in Item B(4)(a) of the Adoption Agreement, but including
          amounts contributed by the Employer pursuant to a salary reduction
          agreement which are excludable from the Employee's gross income under
          Section 125, Section 402(e)(3), Section 402(h)(1)(B) or Section 403(b)
          of the Code. The determination period is the Plan Year containing the
          Determination Date and the 4 preceding Plan Years.

          The determination of who is Key Employee will made by the Committee in
          accordance with Section 416(i)(1) of the Code and the regulations
          thereunder.

     (B)  TOP-HEAVY PLAN: This 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 60 percent and this
               Plan is not part of any Required Aggregation Group or Permissive
               Aggregation Group of plans.


                                     PAGE 62
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          (2)  If this Plan is a part of a Required Aggregation Group of plans
               but not part of a Permissive Aggregation Group and the
               Top-Heavy Ratio for the group of plans exceeds 60 percent.

          (3)  If this Plan is a part of a Required Aggregation Group and part
               of a Permissive Aggregation Group of plans and the Top-Heavy
               Ratio for the Permissive Aggregation Group exceeds 60 percent.

     (C)  TOP-HEAVY RATIO: For purposes of determining if the Plan is a
          Top-Heavy Plan:

          (1)  If the Employer maintains one or more defined contribution plans
               (including any Simplified employee pension Plan) and the Employer
               has not maintained any defined benefit Plan which during the
               5-year period ending on the Determination Date(s) has or has had
               accrued benefits, the Top-Heavy Ratio for this Plan alone or for
               the Required or Permissive Aggregation Group as appropriate is a
               fraction, the numerator of which is the sum of the account
               balances of all Key Employees as of the Determination Date(s)
               (including any part of any account balance distributed in the
               5-year period ending on the Determination Date(s)), and the
               denominator of which is the sum of all account balances
               (including any part of any account balance distributed in the
               5-year period ending on the Determination Date(s), both computed
               in accordance with Section 416 of the Code and the regulations
               thereunder. Both the numerator and denominator of the Top-Heavy
               Ratio are increased to reflect any contribution not actually made
               as of the Determination Date, but which is required to be taken
               into account on that date under Section 416 of the Code 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(s) has or has had any accrued benefits, the Top-Heavy Ratio
               for any Required or Permissive Aggregation Group as appropriate
               is a fraction, the numerator of which is the sum of account
               balances under the aggregated defined contribution 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(s), 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(s), all determined in accordance with Section
               416 of the Code and 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 Section 416 of the Code and the regulations
               thereunder


                                     PAGE 63
<Page>

               for the first and second Plan years of a defined benefit Plan.
               The account balances and accrued benefits of a Participant (a)
               who is not a Key Employee but who was a Key Employee in a prior
               year, or (b) who has not been credited with at least one Hour of
               Service with any Employer maintaining the Plan at any time during
               the five-year period ending on the Determination Date will be
               disregarded. The calculation of the Top-Heavy Ratio, and the
               extent to which distributions, rollovers, and transfers are taken
               into account will be made in accordance with Section 416 of the
               Code and the regulations thereunder. Voluntary 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 (a) the method, if any, that uniformly
               applies for accrual purposes under all defined benefit plans
               maintained by the Employer, or (b) if there is no such method, as
               if such benefit accrued not more rapidly than the slowest accrual
               rate permitted under the fractional rule of Section 411(b)(1)(C)
               of the Code.

     (D)  PERMISSIVE AGGREGATION GROUP: 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 Section 401(a)(4) and Section 410 of the Code.

     (E)  REQUIRED AGGREGATION GROUP: (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 Employer which
          enables a Plan described in (1) to meet the requirements of Section
          401(a)(4) or Section 410 of the Code.

     (F)  DETERMINATION DATE: For purposes of determining if there is a Key
          Employee and for calculating the Top-Heavy Ratio: 1) for any Plan Year
          subsequent to the first Plan Year, the last day of the preceding Plan
          Year, and 2) for the first Plan Year of the Plan, the last day of
          that year.

     (G)  VALUATION DATE: The date specified in Item B(14)(c) of the Adoption
          Agreement as of which account balances or accrued benefits are valued
          for purposes of calculating the Top-Heavy Ratio.

     (H)  PRESENT VALUE: Present Value shall be based only on the interest and
          mortality rates specified in the Adoption Agreement.

9.3  MINIMUM ALLOCATION.

     (A)  Except as otherwise provided in Section 9.3(C) and (D) below, the
          Employer Contributions and forfeitures allocated on behalf of any
          Participant who is not a Key Employee shall not be less than the
          lesser of three per cent (3%) of such Participant's Compensation or in
          the case where the Employer has no defined benefit Plan which
          designates this Plan to satisfy


                                     PAGE 64
<Page>

          Section 401 of the Code, the largest percentage of Employer
          contributions and forfeitures, as a percentage of the Key Employee's
          Compensation, as limited by Section 401(a)(17) of the Code, allocated
          on behalf of any Key Employee for that year. The minimum allocation is
          determined without regard to any Social Security contribution. This
          minimum allocation shall be made even though, under other Plan
          provisions, the Participant would not otherwise be entitled to receive
          an allocation or would have received a lesser allocation for the year
          because of (i) such Participants failure to complete 1,000 Hours of
          Service (or any other equivalent provided in the Plan) or (ii) the
          Employee's failure to make mandatory contributions or (iii)
          Compensation less than a stated amount.

     (B)  For purposes of computing the minimum allocation, Compensation shall
          mean Compensation as defined in Section 6.6(A) as limited by Section
          401(a)(17) of the Code.

     (C)  Section 9.3(A) shall not apply to any Participant who was not employed
          by the Employer on the last day of the Plan Year.

     (D)  Section 9.3(A) shall not apply to any Participant to the extent the
          Participant is covered under any other plan or plans of the Employer
          and the Employer has provided in Item B(14) of the Adoption Agreement
          that the minimum allocation or benefit requirement applicable to
          Top-Heavy Plans will be met in the other plan or plans.

     (E)  The minimum allocation required (to the extent required to be
          nonforfeitable under Section 416(b) of the Code) may not be forfeited
          under Section 411(a)(3)(B) or Section 411(a)(3)(D) of the Code.

     (F)  For each Plan Year in which the Paired Plans are Top-Heavy, the
          Top-Heavy requirements set forth in Article VIII of the Plan and Item
          B(14) of the Adoption Agreement shall apply.

     (G)  Neither Before Tax Contributions nor Matching Contributions may be
          taken into account for the purpose of satisfying the minimum Top-Heavy
          contribution requirements.

9.4  MINIMUM VESTING SCHEDULES. For any Plan Year in which this Plan is a
     Top-Heavy Plan, the vesting schedule elected by the Employer in Item B(14)
     and/or C(4)(d) of the Adoption Agreement will automatically apply to the
     Plan. The minimum vesting schedule applies to all benefits within the
     meaning of Section 411(a)(7) of the Code except those attributable to
     Employee contributions, including benefits accrued before the effective
     date of Section 416 and benefits accrued before the Plan became a Top-Heavy
     Plan. Further, no decrease in a Participant's nonforfeitable percentage may
     occur in the event the Plan's status as a Top-Heavy Plan changes for any
     Plan Year. However, this Section 9.4 does not apply to the account balance
     of any Employee who does not have an Hour of Service after the Plan has
     initially become a Top-Heavy Plan and such Employee's account balance
     attributable to employer contributions and forfeitures will be determined
     without regard to this Section 9.4.

                                    ARTICLE X
                                     TRUSTEE

10.1 TRUSTEE. The Trustee shall receive, hold, invest, administer and distribute
     the Trust Fund in accordance with the provisions of the Plan as herein set
     forth.


                                     PAGE 65
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10.2 RECORDS AND ACCOUNTS OF TRUSTEE. The Trustee shall maintain accurate and
     detailed records and accounts of all its transactions of the Trust Fund,
     which shall be available at all reasonable times for inspection or audit by
     any person designated by the Employer and by any other person or entity to
     the extent required by law.

10.3 REPORTS TO EMPLOYER. As soon as practicable following the close of each
     accounting period and following the effective date of the termination of
     the Plan, the Trustee shall file a written report with the Employer. The
     report shall set forth all transactions with respect to the Trust Fund
     during the period listing the Trust Fund assets with their market value as
     of the close of the period covered by the report.

10.4 POWERS OF TRUSTEE. The Trustee shall administer the Trust Fund as a
     nondiscretionary Trustee, and the Trustee shall not have any discretion or
     authority with regard to the investment of the Trust Fund and shall act
     solely as a directed Trustee of the fund contributed to it. The Trustee, as
     a nondiscretionary Trustee, as may be directed by the Employer (or the
     Participants to the extent provided herein) is authorized and empowered, by
     way of limitation, with the following powers, rights and duties, each of
     which the Trustee shall exercise in a nondiscretionary manner as directed
     in accordance with the direction of the Employer (or the Participants) as a
     Named Fiduciary (except to the extent that Plan assets are subject to the
     control and management of a properly appointed Investment Manager):

     (A)  At the direction of the Named Fiduciary, to sell, write options on,
          convey or transfer, invest and reinvest any part thereof in each and
          every kind of property, whether real, personal or mixed, tangible or
          intangible, whether income or non-income producing and wherever
          situated, including, but not limited to, time deposits (including time
          deposits in the Trustee or its affiliates, or any successor thereto,
          if the deposits bear a reasonable rate of interest), fee simple,
          leasehold or lesser estates in real estate, shares of common and
          preferred stock, mortgages, bonds, leases, notes, debentures,
          equipment or collateral trust certificates, rights, warrants,
          convertible or exchangeable, and other corporate, individual or
          government securities or obligations, annuity, retirement or other
          insurance contracts, mutual funds (including funds for which the
          Trustee or its affiliates serve as investment advisor), units of group
          or collective trusts established to permit the pooling of funds of
          separate pension and profit sharing trusts, provided the Internal
          Revenue Service has ruled such group trust to be qualified under Code
          Section 401(a) and exempt under Code Section 501(a) (or the applicable
          corresponding provision of any other Revenue Act) or in units of any
          other common, collective or commingled trust fund heretofore or
          hereafter established and maintained by the Trustee or its affiliates;
          as long as the Trustee holds any units hereunder, the instrument
          establishing such common trust fund (including all amendments thereto)
          shall be deemed to have been adopted and made a part of this Plan, and
          such other investments as the Named Fiduciary shall direct the Trustee
          to invest Plan assets or hold as an Investment Fund for the investment
          of Plan assets pursuant to Participant direction.

     (B)  At the direction of the Named Fiduciary, to sell, convert, redeem,
          exchange, grant options for the purchase or exchange of, or otherwise
          dispose of any property held hereunder, at public or private sale, for
          cash or upon credit with or without security, without obligation on
          the part of any person dealing with the Trustee to see to the
          application of the proceeds of or to inquire into the validity,
          expediency, or propriety of any such disposal;


                                    PAGE 66
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     (C)  At the direction of the Named Fiduciary, to manage, operate, repair,
          partition and improve and mortgage or lease (with or without an option
          to purchase) for any length of time any property held in the Trust
          Fund; to renew or extend any mortgage or lease, upon such terms as the
          Trustee may deem expedient; to agree to reduction of the rate of
          interest on any mortgage; to agree to any modification in the terms of
          any lease or mortgage, or of any guarantee pertaining to either of
          them; to exercise and enforce any right of foreclosure; to bid in
          property on foreclosure; to take a deed in lieu of foreclosure with or
          without paying consideration therefor and in connection therewith to
          release the obligation on the bond secured by the mortgage; and to
          exercise and enforce in any action, suit or proceeding at law or in
          equity any rights, covenants, conditions, or remedies with respect to
          any lease or mortgage or to any guarantee pertaining to either of them
          or to waive any default in the performance thereof;

     (D)  In accordance with the direction of a Named Fiduciary, to vote,
          personally or by general or limited proxy, any shares of stock or
          other securities held in the Trust Fund, provided that all voting
          rights pertaining to shares of any financial institution in the state
          where the Trustee is located shall be exercised by the trustee only if
          and as directed in writing by the Committee; provided further, that
          the Trustee and the Employer may agree in writing that such voting
          rights be passed through to the Participant's in proportion to their
          interest in the Investment Funds, to delegate discretionary voting
          power to the trustees of a voting trust for any period of time; and to
          exercise or sell, personally or by power of attorney, any conversion
          or subscription or other rights appurtenant to any securities or other
          property held in the Trust Fund;

     (E)  As may be directed by the Named Fiduciary, to join in or oppose any
          reorganization, recapitalization, consolidation, merger or
          liquidation, or any Plan therefor, or any lease (with or without an
          option to purchase), mortgage or sale of the property of any
          organization the securities of which are held in the Trust Fund; to
          pay from the Trust Fund any assessments, charges, or compensation
          specified in any Plan of reorganization, recapitalization,
          consolidation, merger or liquidation; to deposit any property with any
          committee or depository; and to retain any property allotted to the
          Trust Fund in any reorganization, recapitalization, consolidation,
          merger or liquidation;

     (F)  In accordance with the written instructions of a Named Fiduciary, to
          settle, compromise or commit to arbitration any claim, debt or
          obligation of or against the Trust Fund; to enforce or abstain from
          enforcing any right, claim, debt, or obligation; and to abandon any
          property determined by it to be worthless;

     (G)  As may be directed by the Named Fiduciary, to continue to hold any
          property of the Trust Fund, whether or not productive of income; to
          reserve from investment and keep unproductive of income, without
          liability for interest, such cash as it deems advisable and,
          consistent with its obligations as Trustee hereunder, to hold such
          cash in a demand deposit in the Trustee bank, its affiliates, or any
          successor thereto;

     (H)  To hold property of the Trust Fund in its own name, or in the name of
          nominee, without disclosure of this trust, or in bearer form so that
          it may pass by delivery, and to deposit property with any depository,
          but no such holding or depositing shall relieve the Trustee of


                                     PAGE 67
<Page>

          its responsibility for the safe custody and disposition of the Trust
          Fund in accordance with the provisions of this agreement as may be
          directed by the Named Fiduciary, and the Trustee's records shall at
          all times show that such property is part of the Trust Fund;

     (I)  As directed by the Named Fiduciary, to make, execute and deliver, as
          Trustee, any deeds, conveyances, leases (with or without option to
          purchase), mortgages, options, contracts, waivers, or other
          instruments that the Trustee shall deem necessary or desirable in the
          exercise of its powers under this agreement;

     (J)  To employ, at the expense of the Employer or the Trust Fund, agents
          and delegate to them such duties as the Trustee sees fit; the Trustee
          shall not be responsible for any loss occasioned by any such agents
          selected by it with reasonable care; the Trustee may consult with
          legal counsel (who may be counsel for the Employer) concerning any
          questions which may arise with reference to its power or duties under
          this Plan, and the written opinion of such counsel shall be full and
          complete protection with respect to any action taken or not taken by
          the Trustee in good faith and in accordance with the written opinion
          of such counsel;

     (K)  To pay out of the Trust Fund any taxes imposed or levied with respect
          to the Trust Fund and may contest the validity or amount of any tax,
          assessment, penalty, claim or demand respecting the Trust Fund;
          however, unless the Trustee shall have first been indemnified to its
          satisfaction, it shall not be required to contest the validity of any
          tax, or to institute, maintain or defend against any other action or
          proceeding either at law or in equity;

     (L)  To make loans to Participants in accordance with policies established
          by the Committee and in accordance with the terms of the Plan and the
          and to segregate or otherwise identify property of the Trust Fund as
          directed by the Committee for such purpose including providing
          collateral for loans made pursuant to the Plan.

10.5 TRUSTEE'S FEES AND EXPENSES. The Trustee shall be entitled to receive
     reasonable fees for its services hereunder in accordance with its schedule
     of fees then in effect and shall be entitled to receive reimbursement for
     all reasonable expenses incurred by it in the administration of this Plan.
     Except to the extent that the Employer shall pay such fees and expenses,
     they shall be charged to and collected by the Trustee from each
     Participant's accounts. The Trustee's fees and expenses for extraordinary
     services in connection with any Participant's accounts may be charged to
     and collected by the Trustee from such accounts.

10.6 TRUSTEE MAY RESIGN OR BE REMOVED. The Trustee may resign by written notice
     to the Employer which shall be effective sixty (60) days after delivery
     unless the Trustee and the Employer agree to an earlier effective date. The
     Trustee may be removed by the Employer by written notice to the Trustee
     which shall be effective sixty (60) days after delivery unless the Trustee
     and the Employer agree to an earlier effective date. Prior to the effective
     date of such resignation or removal, the Employer shall amend its Plan to
     eliminate any reference to the PRISM(R) PROTOTYPE RETIREMENT PLAN AND
     TRUST, and appoint a new trustee. The Trustee shall deliver the Trust Fund
     to its successor on the effective date of resignation or removal, or as
     soon after such effective date as practicable. However, the Trustee may
     first subtract any amounts owed it from the Trust Fund for compensation,
     expenses and taxes due.


                                     PAGE 68
<Page>

     If the Employer fails to so amend the Plan and appoint a successor trustee
     within the sixty (60) days, or longer period as the Trustee permits in
     writing, the Trustee shall apply to a court of competent jurisdiction for
     appointment of a successor trustee.

10.7 SEPARATE INVESTMENT FUNDS.

     (A)  The assets of the Trust Fund shall be held in such number of
          Investment Funds as the Employer and the Trustee may agree, plus an
          Employer Stock Fund if selected by the Employer in the Adoption
          Agreement, as the Employer shall designate in writing on the
          Investment Fund Designation form affixed to the Adoption Agreement.
          Such Investment Funds shall be selected by the Employer from among the
          funds offered by the Trustee for use as Investment Funds in the
          PRISM(R) PROTOTYPE RETIREMENT PLAN & TRUST. The Trustee reserves the
          right to change the funds available for use as Investment Funds in the
          PRISM(R) PROTOTYPE RETIREMENT PLAN & TRUST, from time to time, and the
          Employer agrees to execute an amended Investment Fund Designation form
          to reflect any such changes as may impact the Investment Funds
          available to the Employer's Plan. The Employer hereby acknowledges
          that, available as Investment Funds are interests in registered
          investment companies (i.e. mutual funds) for which the sponsoring
          organization, its parent, affiliates or successors may serve as
          investment advisor and receive compensation from the registered
          investment company for its services as investment advisor. The
          Employer acknowledges that it, as Named Fiduciary, has the sole
          responsibility for selection of the Investment Funds offered under the
          Plan, and it has done so on the basis of the Employer's determination,
          after due inquiry, of the appropriateness of the selected Investment
          Funds as vehicles for the investment of Plan assets pursuant to the
          terms of the Plan, considering all relevant facts and circumstances,
          including but not limited to (i) the investment policy and philosophy
          of the Employer developed pursuant to ERISA Section 402(b)(1); (ii)
          the Participants, including average level of investment experience and
          sophistication; (iii) the ability of Participants, using an
          appropriate mix of Investment Funds, to diversify the investment of
          Plan assets held for their benefit; (iv) the ability of Participants
          to, utilizing an appropriate mix of Investment Funds, to structure an
          investment portfolio within their account in the Plan with risk and
          return characteristics within the normal range of risk and return
          characteristics for individuals with similar investment backgrounds,
          experience and expectations; and, (v) in making the selection of
          Investment Funds, the Employer did not rely on any representations or
          recommendations from the Trustee or any of its employees, except as
          may have been provided through written materials, including marketing
          materials provided by the various sponsors or distributors of the
          Investment Funds, and that the Investment Fund selection has not be
          influenced, approved, or encouraged through the actions of the Trustee
          or its employees.

          For purposes of the Plan, "Employer Stock" shall mean common stock
          listed on a recognized securities exchange issued by an Employer of
          Employees covered by the Plan or by an affiliate of such Employer and
          which shall be a "qualifying employer security" as defined in ERISA.
          The Employer Stock Fund shall be invested and reinvested in shares of
          Employer Stock, which stock shall be purchased by the Trustee to the
          extent not contributed to the Plan by the Employer, except for amounts
          which may reasonably be expected to be necessary to satisfy
          distributions to be made in cash. No Employer Stock shall be acquired
          or held in any Investment Fund other than the Employer Stock Fund. Up
          to 100% of the assets of the Trust Fund may be invested in Employer
          Stock.


                                     PAGE 69
<Page>

          All contributions shall be allocated by the Trustee to the Plan's
          Investment Funds specified by the Employer. Dividends, interest and
          other distributions shall be reinvested in the same Investment Fund
          from which received.

          Employers sponsoring 401(k) profit sharing plans may elect to
          determine the Investment Funds, including an Employer Stock Fund, if
          applicable, into which Matching Contributions and/or Employer
          Contributions will be invested and/or into which Participants may not
          direct contributions. By making these designations, the Employer shall
          be deemed to have advised the Trustee in writing regarding the
          retention of investment powers.

          Notwithstanding the foregoing provisions of this Section 10.7(A), the
          Trustee may, in its discretion, accept certain investments which have
          been, and are, held as part of the Trust Fund prior to the date the
          Employer adopted this Plan. Such investments shall be considered
          investments directed by the Employer or an Investment Committee for
          the Plan ("Investment Committee"), if one is acting. The Trustee shall
          hold, administer and dispose of such investments in accordance with
          directions to the Trustee contained in a written notice from the
          Employer or Investment Committee. Any such notice shall advise the
          Trustee regarding the retention of investment powers by the Employer
          or the Investment Committee and shall be of a continuing nature or
          otherwise, and may be revoked in writing by the Employer or Investment
          Committee.

          The Trustee shall not be liable but shall be fully protected by reason
          of its taking or refraining from taking any action at the direction of
          the Employer or Investment Committee, nor shall the Trustee be liable
          but shall be fully protected by reason of its refraining from taking
          any action because of the failure of the Employer or the Investment
          Committee to give a direction or order. The Trustee shall be under no
          duty to question or make inquiry as to any direction, notification or
          order or failure to give a direction, notification or order by the
          Employer or the Investment Committee. The Trustee shall be under no
          duty to make any review of investments directed by the Employer or
          Investment Committee acquired for the Trust Fund and under no duty at
          any time to make any recommendation with respect to disposing of or
          continuing to retain any such investments. While the Employer may
          direct the Trustee with respect to Plan investments, the Employer may
          not (1) borrow from the Fund or pledge any assets of the Fund as
          security for a loan; (2) buy property or assets from or sell property
          or assets to the Fund; (3) charge any fee for services rendered to the
          Fund; or (4) receive any services from the Fund on a preferential
          basis.

          The Employer hereby indemnifies and holds the Trustee or its nominee
          harmless from any and all actions, claims, demands, liabilities,
          losses, damages or reasonable expenses of whatsoever kind and nature
          in connection with or arising out of (1) any action taken or omitted
          in good faith or any investment or disbursement of any part of the
          Trust Fund made by the Trustee in accordance with the directions of
          the Employer or the Investment Committee or any inaction with respect
          to any Employer or Investment Committee directed investment or with
          respect to any investment previously made at the direction of the
          Employer or Investment Committee in the absence of directions from the
          Employer or Investment Committee therefor, or (2) any failure by the
          Trustee to pay for any property


                                    PAGE 70
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          purchased by the Employer or the Investment Committee for the Trust
          Fund by reason of the insufficiency of funds in the Trust Fund.

          Anything hereinabove to the contrary notwithstanding, the Employer
          shall have no responsibility to the Trustee under the foregoing
          indemnification if the Trustee knowingly participated in or knowingly
          concealed any act or omission of the Employer or Investment Committee
          knowing that such act or omission constituted a breach of fiduciary
          responsibility, or if the Trustee fails to perform any of the duties
          undertaken by it under the provisions of this Plan, or if the Trustee
          fails to act in conformity with the directions of an authorized
          representative of the Employer or the Investment Committee.

     (B)  Each Participant shall by such mechanism as may be agreed upon between
          the Trustee and Employer, direct that the contributions made to his or
          her accounts for which the Participant may direct investments, as
          selected by the Employer in the Adoption Agreement, be invested in one
          or more of the Investment Funds, including the Employer Stock Fund, if
          applicable. At the time an Employee becomes eligible for the Plan, he
          or she shall specify the percentage of his or her accounts (expressed
          in percentage increments as may be agreed to between the Employer and
          the Trustee) to be invested pro-rata in each such Investment Fund.

     (C)  Upon prior written notice to the Trustee, or other form of notice
          acceptable to the Trustee, a Participant may change an investment
          direction with respect to future contributions. Through acceptable
          notice to the Trustee, the Participant may elect to transfer all or a
          portion of such Participant's interest in each Investment Fund (based
          on the value of such interest on the Valuation Date immediately
          preceding such election), including an Employer Stock Fund, if
          applicable, to any other of the Investment Funds selected by the
          Employer so that the Participant's interest in the said Investment
          Funds immediately after the transfer is allocated in percentage
          increments as may be agreed to by the Employer and the Trustee.

          Notwithstanding any Participant's election to change Investment Funds,
          the Trustee may, in its discretion, delay satisfaction of requests to
          change from a guaranteed investment contract fund for up to one year,
          or delay satisfaction of changes in Investment Funds pending
          settlement of prior changes in Investment Funds.

     (D)  The Employer will be responsible when transmitting Employer and
          Employee contributions to show the dollar amount to be credited to
          each Investment Fund for each Employee.

     (E)  Except as otherwise provided in the Plan, neither the Trustee, nor the
          Employer, nor any fiduciary of the Plan shall be liable to the
          Participant or any of his or her beneficiaries for any loss resulting
          from action taken at the direction of the Participant.

     (F)  In a 401(k) profit sharing Plan where the Employer has elected to
          invest a portion or all of the Matching Contributions and/or Employer
          Contributions in the Employer Stock Fund, then the following shall
          apply:


                                       PAGE 71
<Page>

          If selected by the Employer in the Adoption Agreement, a Participant
          who is fifty-five (55) years of age or older and who is 100% vested in
          his Matching Contribution account and/or Employer Contribution account
          may elect to have the Employer Stock (and any earnings thereon)
          attributable to such Matching Contributions and/or Employer
          Contributions diversified in the other Investment Funds under the Plan
          in accordance with the following rules and limitations. The amount of
          Employer Stock which may be diversified each Plan Year shall be
          determined in accordance with the following schedule:

<Table>
<Caption>
----------------------------------------------------------------------
                                 THEN THE PERCENT OF THE NUMBER
                                 OF WHOLE SHARES (ROUNDED TO THE
                                 NEAREST WHOLE NUMBER) CREDITED
                                 TO THE PARTICIPANTS' MATCHING
IF THE AGE ATTAINED BY THE       ACCOUNT AND/OR EMPLOYER CONTRIBUTION
PARTICIPANT                      ACCOUNT ON THE LAST DAY OF THE
DURING THE PLAN YEAR IS:         PRECEDING PLAN YEAR WHICH MAY BE
                                 DIVERSIFIED PURSUANT TO THE RULES
                                 BELOW MAY NOT EXCEED
----------------------------------------------------------------------
<S>                              <C>
55                               25%
----------------------------------------------------------------------
56                               25%
----------------------------------------------------------------------
57                               30%
----------------------------------------------------------------------
58                               40%
----------------------------------------------------------------------
59                               50%
----------------------------------------------------------------------
60                               60%
----------------------------------------------------------------------
61                               70%
----------------------------------------------------------------------
62                               80%
----------------------------------------------------------------------
63                               90%
----------------------------------------------------------------------
64                               100%
----------------------------------------------------------------------
</Table>

          The election to diversify may only be made once each Plan Year. The
          election may be made in any month by providing notice to the Committee
          in accordance with the frequency selected by the Employer for other
          Investment Fund changes under the Plan. Each election to make a
          transfer pursuant to this Section shall specify the Investment Fund(s)
          into which the shares subject to diversification will be reinvested so
          that the Participant's interest in the said Investment Fund(s),
          immediately after the transfer, is allocated in increments as may be
          allowed by the Trustee. Thereafter, the Participant's interest in said
          Investment Fund(s) shall be subject to transfer in accordance with
          this Section.

     (G)  Forfeitures arising under the Plan will be invested in an Investment
          Fund as may be selected in the discretion of the Employer.

     (H)  In the event the Trust holds life insurance, the following
          restrictions shall apply:

          (1)  Limitations on Premium Payments

               (a)  If ordinary or whole life insurance contracts are purchased
                    on the life of a Participant, less than one-half of the
                    insured Participant's current allocation


                                     PAGE 72
<Page>

                    of contributions will be used to pay premiums attributable
                    to such insurance. Ordinary or whole life insurance
                    contracts are those with both nondecreasing benefits and
                    nonincreasing premiums.
               (b)  If term or universal life insurance contracts are purchased,
                    no more than one-quarter of the insured Participant's
                    current allocation of contributions will be used to pay
                    premiums attributable to such insurance.
               (c)  If a combination of ordinary or whole life insurance
                    contracts and term or universal life insurance contracts are
                    purchased, the sum of one-half of the ordinary life
                    insurance premiums and all other life insurance premiums
                    will not exceed one-fourth of the aggregate employer
                    contributions allocated to any participant.

          (2)  The Plan Administrator will direct the Trustee to convert the
               entire value of any life insurance contract at or before the
               Participant's actual retirement or distribution on termination of
               employment, but not later than the Participant's Required
               Beginning Date to provide cash values or retirement annuity
               income, or, subject to the Joint and Survivor Annuity waiver
               requirements of Section 7.10, the Plan Administrator may direct
               the Trustee to distribute the insurance contract directly to the
               Participant.

          (3)  The Trustee, at the direction of the Employer shall be entitled
               to exercise all rights and options with respect to any such life
               insurance contracts held by the Plan.

10.8 REGISTRATION, DISTRIBUTION AND VOTING OF EMPLOYER STOCK AND PROCEDURES
     REGARDING TENDER OFFERS.

     (A)  All voting rights on shares of Employer Stock held in the Employer
          Stock Fund shall be exercised by the Trustee only as directed by the
          Participants acting in their capacity as "Named Fiduciaries" (as
          defined in Section 402 of the Act) in accordance with the following
          provisions of this Section 10.8(A):

          (1)  As soon as practicable before each annual or special
               shareholders' meeting of the Employer, the Trustee shall furnish
               to each Participant sufficient copies of the proxy solicitation
               material sent generally to shareholders, together with a form
               requesting confidential instructions on how the shares of
               Employer Stock allocated to such Participant's account, and,
               separately, such shares of Employer Stock as may be unallocated
               ("Unallocated Shares") or allocated to Participant accounts but
               for which the Trustee does not receive timely voting instruction
               from the Participant ("Non-Directed Shares"), (including
               fractional shares to 1/1000th of a share) are to be voted. The
               direction with respect to Non-Directed Shares and Unallocated
               Shares shall apply to such number of votes equal to the total
               number of votes attributable to Non-Directed Shares and
               Unallocated Shares multiplied by a fraction, the numerator of
               which is the number of shares of Employer Stock credited to the
               Participant's account and the denominator of which is the total
               number of shares credited to the accounts of all such
               Participants who have timely provided directions to the Trustee
               with respect to Non-Directed Shares and Unallocated Shares under
               this Section 10.8(A)(1). The Employer and the Committee will
               cooperate with the Trustee to ensure that Participants receive
               the requisite information in a timely manner. The materials
               furnished to the


                                     PAGE 73
<Page>

               Participants shall include a notice from the Trustee that the
               Trustee will vote any shares for which timely instructions are
               not received by the Trustee as may be directed by those voting
               Participants, acting in their capacity as Named Fiduciaries of
               the Plan as provided above. Upon timely receipt of such
               instructions, the Trustee shall vote the shares as instructed.
               The instructions received by the Trustee from Participants or
               Beneficiaries shall be held by the Trustee in strict confidence
               and shall not be divulged or released to any person including
               directors, officers or employees of the Employer, or of any other
               company, except as otherwise required by law.

          (2)  With respect to all corporate matters submitted to shareholders,
               all shares of Employer Stock shall be voted only in accordance
               with the directions of such Participants as Named Fiduciaries as
               given to the Trustee as provided in Section 10.8(A)(1). With
               respect to shares of Employer Stock allocated to the account of a
               deceased Participant, such Participant's Beneficiary, as Named
               Fiduciary, shall be entitled to direct the voting of shares of
               Employer Sock as if such Beneficiary were the Participant.

     (B)  All tender or exchange decisions with respect to Employer Stock held
          in the Employer Stock Fund shall be made only by the Participants
          acting in their capacity as Named Fiduciaries with respect to the
          Employer Stock allocated to their accounts in accordance with the
          following provisions of this Section 10.8(B):

          (1)  In the event an offer shall be received by the Trustee (including
               a tender offer for shares of Employer Stock subject to Section
               14(d)(1) of the Securities Exchange Act of 1934 or subject to
               Rule 13e-4 promulgated under that Act, as those provisions may
               from time to time be amended) to purchase or exchange any shares
               of Employer Stock held by the Trust, the Trustee will advise each
               Participant who has shares of Employer Stock credited to such
               Participant's account in writing of the terms of the offer as
               soon as practicable after its commencement and will furnish each
               Participant with a form by which he may instruct the Trustee
               confidentially whether or not to tender or exchange shares
               allocated to such Participant's account, and, separately,
               Unallocated Shares and Non-Directed Shares (including fractional
               shares to 1/1000th of a share). The directions with respect to
               Non-Directed Shares and Unallocated Shares shall apply to such
               number of Non-Directed Shares and Unallocated Shares equal to the
               total number of Non-Directed Shares and Unallocated Shares
               multiplied by a fraction, the numerator of which is the number of
               shares of Employer Stock credited to the Participant's account
               and the denominator of which is the total number of shares
               credited to the accounts of all such Participants who have timely
               provided directions to the Trustee with respect to Non-Directed
               Shares and Unallocated Shares under this Section 10.8(B). The
               materials furnished to the Participants shall include (i) a
               notice from the Trustee that, except as provided in this Section
               10.8(B), the Trustee will not tender or exchange any shares for
               which timely instructions are not received by the Trustee and
               (ii) such related documents as are prepared by any person and
               provided to the shareholders of the Employer pursuant to the
               Securities Exchange Act of 1934. The Committee and the Trustee
               may also provide Participants with such other material concerning
               the tender or exchange offer as the Trustee or the


                                    PAGE 74
<Page>

               Committee in its discretion determines to be appropriate;
               provided, however, that prior to any distribution of materials by
               the Committee, the Trustee shall be furnished with sufficient
               numbers of complete copies of all such materials. The Employer
               and the Committee will cooperate with the Trustee to ensure that
               Participants receive the requisite information in a timely
               manner.

          (2)  The Trustee shall tender or not tender shares or exchange shares
               of Employer Stock (including fractional shares to 1/1000th of a
               share) only as and to the extent instructed by the Participants
               as Named Fiduciaries as provided in Section 10.8(B)(1). With
               respect to shares of Employer Stock allocated to the account of a
               deceased Participant, such Participant's Beneficiary, as a Named
               Fiduciary, shall be entitled to direct the Trustee whether or not
               to tender or exchange such shares as if such Beneficiary were the
               Participant. If tender or exchange instructions for shares of
               Employer Stock allocated to the account of any Participant are
               not timely received by the Trustee, the Trustee will treat the
               non-receipt as a direction not to tender or exchange such shares.
               The instructions received by the Trustee from Participants or
               Beneficiaries shall be held by the Trustee in strict confidence
               and shall not be divulged or released to any person, including
               directors, officers or employees of the Employer, or of any other
               company, except as otherwise required by law.

          (3)  In the event, under the terms of a tender offer or otherwise, any
               shares of Employer Stock tendered for sale, exchange or transfer
               pursuant to such offer may be withdrawn from such offer, the
               Trustee shall follow such instructions respecting the withdrawal
               of such securities from such offer in the same manner and the
               same proportion as shall be timely received by the Trustee from
               the Participants, as Named Fiduciaries, entitled under this
               Section 10.8(B) to give instructions as to the sale, exchange or
               transfer of securities pursuant to such offer.

          (4)  In the event an offer shall be received by the Trustee and
               instructions shall be solicited from Participants pursuant to
               Section 10.8(B)(1-3) regarding such offer, and prior to
               termination of such offer, another offer is received by the
               Trustee for the securities subject to the first offer, the
               Trustee shall use its best efforts under the circumstances to
               solicit instructions from the Participants to the Trustee (i)
               with respect to securities tendered for sale, exchange or
               transfer pursuant to the first offer, whether to withdraw such
               tender, if possible, and, if withdrawn, whether to tender any
               securities so withdrawn for sale, exchange or transfer pursuant
               to the second offer and (ii) with respect to securities not
               tendered for sale, exchange or transfer pursuant to the first
               offer, whether to tender or not to tender such securities for
               sale, exchange or transfer pursuant to the second offer. The
               Trustee shall follow all such instructions received in a timely
               manner from Participants in the same manner and in the same
               proportion as provided in Section 10.8(B)(1-3). With respect to
               any further offer for any Employer Stock received by the Trustee
               and subject to any earlier offer (including successive offers
               from one or more existing offerors), the Trustee shall act in the
               same manner as described above.

          (5)  A Participant's instructions to the Trustee to tender or exchange
               shares of Employer Stock will not be deemed a withdrawal or
               suspension from the Plan or a forfeiture


                                    PAGE 75
<Page>

               of any portion of the Participant's interest in the Plan. Funds
               received in exchange for tendered shares will be credited to the
               account of the Participant whose shares were tendered and will be
               used by the Trustee to purchase Employer Stock, as soon as
               practicable. In the interim, the Trustee will invest such funds
               in short-term investments permitted under the Plan, and in the
               same manner in which forfeited amounts are invested.

          (6)  In the event the Employer initiates a tender or exchange offer,
               the Trustee may, in its sole discretion, enter into an agreement
               with the Employer not to tender or exchange any shares of
               Employer Stock in such offer, in which event, the foregoing
               provisions of this Section 10.8(B) shall have no effect with
               respect to such offer and the Trustee shall not tender or
               exchange any shares of Employer Stock in such offer.

     (C)  The Trustee acting with respect to the Employer Stock Fund may with
          the consent of the Committee designate any Employee or other Trustee
          as agent to solicit the instructions to vote provided for in
          Subsection (A) of this Section, and shall be held harmless in relying
          upon such agent's written advice as to how shares are to be voted, and
          said Trustee may, with the consent of the Committee, designate any
          Employee as agent to solicit instructions from Participants regarding
          such a tender offer, as required under Subsection (B) above, and shall
          be held harmless in relying upon such agent's written advice as to
          whether shares of Employer Stock are to be tendered.

     (D)  The Employer shall be responsible for complying with applicable
          federal and state securities laws and regulations.

10.9 VALUATION OF INVESTMENT FUNDS AND ACCOUNTS.

     (A)  As of each Valuation Date, the Trustee shall determine the fair market
          value of each Investment Fund, including an Employer Stock Fund, if
          any, being administered by the Trustee. With respect to each such
          Investment Fund, the Trustee shall determine (a) the change in value
          between the current Valuation Date and the then last preceding
          Valuation Date, (b) the net gain or loss resulting from expenses paid
          (including fees and expenses, if any, which are to be charged to such
          Fund) and (c) realized and unrealized gains and losses.

          The transfer of funds to or from an Investment Fund pursuant to
          Section 10.7(C) and payments, distributions and withdrawals from an
          Investment Fund to provide benefits under the Plan for Participants or
          Beneficiaries shall not be deemed to be gains, expenses or losses of
          an Investment Fund.

          After each Valuation Date, the Trustee shall allocate the net gain or
          loss of each Investment Fund as of such Valuation Date to the accounts
          of Participants participating in such Investment Fund on such
          Valuation Date. Contributions, forfeitures and rollovers received and
          credited to Participants' accounts as of such Valuation Date, or as of
          any earlier date since the last preceding Valuation Date shall not be
          considered in allocating gains or losses allocated to Participants'
          accounts.


                                     PAGE 76
<Page>

     (B)  The reasonable and equitable decision of the Trustee as to the value
          of each Investment Fund, including an Employer Stock Fund, if any, and
          of any account as of each Valuation Date shall be conclusive and
          binding upon all persons having any interest, direct or indirect, in
          the Investment Funds or in any account.

                                   ARTICLE XI
                                 ADMINISTRATION

11.1 COMMITTEE MEMBERSHIP. The Employer shall appoint a Committee which shall
     consist of at least one member. The Committee members will be named in the
     Adoption Agreement and may be, but are not required to be, Employees of the
     Employer. All members of the Committee shall serve at the pleasure of the
     Employer. In the event that the Committee has more than one member, one
     member shall serve as Chairman and one as Secretary. Any member of the
     Committee may resign by notice in writing to the Employer. Any vacancy in
     the Committee shall be filled by the Employer as soon as practicable after
     a vacancy. If the Employer does not designate a Committee, the Employer
     shall assume all of the duties of the Committee.

11.2 POWERS AND DUTIES OF COMMITTEE. The Committee shall have all powers and
     duties and only the powers and duties as are specifically conferred upon it
     by this Plan or as the Employer may delegate to or impose upon it
     consistent with the provisions of this Plan, ERISA and the Code. Without
     limiting the generality of the foregoing, the Committee shall have the
     following powers and duties:

     (A)  to interpret and construe the terms and provisions of this Plan and to
          decide which may arise hereunder, including but not limited to --

          (1)  the amount of a Participant's Compensation,

          (2)  a Participant's Years of Service,

          (3)  the age of any person who might be entitled to receive benefits,

          (4)  the right of any person to receive benefits,

          (5)  the amount of any benefits to be paid to any persons;

     (B)  to cause to be maintained all necessary records and accounts under
          this Plan and to keep in convenient form any data as may be necessary
          for valuation of the assets and liabilities;

     (C)  to rely upon the records of the Employer or upon any certificate,
          statement or other representation made to it by a Participant, a
          Beneficiary, the authorized representative of the Participant or
          Beneficiary, or the Trustee concerning any fact required to be
          determined under any of the provisions of this Plan, and the Committee
          shall not be required to make inquiry into the propriety of any action
          by the Employer or the Trustee;

     (D)  to give written notice to a Participant, a Beneficiary, or the
          authorized representative of the Participant or Beneficiary, of the
          amount of benefits payable under this Plan;


                                    PAGE 77
<Page>

     (E)  to make and enforce any rules, not inconsistent with this Plan, as it
          shall deem necessary or proper for the efficient administration of
          this Plan;

     (F)  to have and exercise such other authority as it deems necessary to
          carry out the purposes and provisions of this Plan, provided that any
          act of discretion permitted shall be exercised in a uniform
          non-discriminatory manner with respect to individuals in like or
          similar circumstances;

     (G)  to adopt rules and guidelines for the administration of this Plan,
          provided that they are not inconsistent with the terms of this Plan
          and are uniformly applicable to all persons similarly situated and to
          delegate in accordance with Section 11.8 such functions and duties as
          the Committee deems advisable;

     (H)  to establish a funding policy and investment objectives consistent
          with the purposes of the Plan and the requirements of law;

     (I)  to employ such attorneys, accountants and agents as it shall determine
          to assist it in carrying out its duties hereunder.

     Except as otherwise provided in this Plan or determined by the Employer,
     any action or determination taken or made by the Committee or any
     interpretation or construction made by the Committee shall be final and
     shall be binding upon all persons. The Committee shall at all times
     exercise the power and authority given to it under this Plan in a fair,
     reasonable and non-discriminatory manner.

11.3 ACTIONS OF THE COMMITTEE. Any act authorized or required to be taken by the
     Committee shall be taken by a decision of the majority of the members
     acting at the time. Any decision of the Committee may be expressed by a
     vote at a Committee meeting or in writing, signed by all members of the
     Committee, without a meeting. All allocation statements, notices,
     directions, approvals, instructions and all other communications required
     or authorized to be given by the Committee under this Plan shall be in
     writing and signed by a majority of the members of the Committee. The
     Committee may, however, by an instrument in writing signed by all the
     members and filed with the Trustee, designate one or more if its members as
     having the authority to sign all such communications on behalf of the
     Committee. Until notified in writing to the contrary, the Trustee shall be
     fully protected in acting in accordance with all communications which it
     considers genuine and to have been signed on behalf of the Committee by the
     members authorized to sign communications. If at any time for any reason
     the Committee shall be unable to act with respect to any matter, the
     Employer shall act with respect to that matter and its action shall be
     final and it shall be binding upon all persons.

11.4 RESIGNATION, REMOVAL AND DESIGNATION OF SUCCESSORS. Any member of the
     Committee may resign at any time and any member may be removed by the
     Employer with or without cause. In case of resignation, death, removal or
     inability or failure for any cause of any member of the Committee to serve
     or to continue to serve, a successor shall be appointed by the Employer.
     The Committee shall promptly notify the Trustee of any change in its
     membership.

11.5 COMMITTEE REVIEW. If any Participant, Spouse, Beneficiary, or other
     authorized representative of a Participant, Spouse or Beneficiary shall
     file an application with the Committee for benefits under


                                     PAGE 78

<Page>

     the Plan and the application is denied, in whole or in part, such applicant
     shall be notified of the denial in writing within ninety (90) days of
     receipt of the claim. The notice to the applicant shall state that the
     Committee has denied the application pursuant to the exercise of its
     discretionary powers. This notice shall set forth the specific reasons for
     the denial, specific reference to pertinent Plan provisions upon which the
     denial is based, a description of any additional information needed to
     perfect the claim with an explanation of why it is necessary and an
     explanation of procedure for appeal.

     Any Participant, Spouse, Beneficiary, or other authorized representative of
     the Participant, Spouse or Beneficiary whose application for benefits has
     been denied may, within sixty (60) days after receiving the notification,
     make a written application to the Committee to review the denial. The
     applicant may request that the review be made by written statements
     submitted by the applicant and the Committee, at a hearing, or by both. Any
     hearing shall be held in the main offices of the Employer on a date and
     time as the Employer shall designate with at least seven (7) days notice to
     the applicant unless the applicant accepts shorter notice. Within sixty
     (60) days after the review has been completed, the Employer shall render a
     written decision and shall send a copy to the applicant. This decision
     shall include specific reasons for the decision, as well as specific
     references to the pertinent Plan provisions upon which the decision is
     based.

     If the Participant, Spouse, Beneficiary, or other authorized representative
     of a Participant, Spouse or Beneficiary does not file written notice with
     the Employer at the times set forth above, the individual shall have waived
     all benefits under this Plan other than as set forth in the notice from the
     Committee.

11.6 RECORDS. The Committee shall keep or cause to be kept records of all
     meetings, proceedings and actions held, undertaken or performed by it and
     shall furnish to the Employer reports as the Employer may request.

11.7 COMPENSATION. The members of the Committee shall serve without compensation
     for services as such, but all reasonably incurred fees and expenses shall
     be paid by the Employer.

11.8 DESIGNATION OF NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY AMONG
     FIDUCIARIES. The Employer, the Committee and the Trustee shall be "Named
     Fiduciaries" with respect to this Plan as that term is defined in ERISA.
     The Named Fiduciaries shall have only those specific powers, duties,
     responsibilities and obligations as are given to them under this Plan. The
     Named Fiduciaries may designate any person or persons as a fiduciary and
     may delegate to such person or persons any one or more of their powers,
     functions, duties and responsibilities with respect to the Plan as set
     forth in this Plan, authorizing or providing for such direction,
     information or action. Any such designation shall be made in writing and
     shall become effective upon written acceptance. No such designation or
     delegation by the Employer or the Committee of any of its powers, authority
     or responsibilities to the Trustee shall become effective unless such
     designation or delegation shall first be accepted by the Trustee in a
     writing signed by it and delivered to the Employer or the Committee, as
     applicable. Furthermore, each Named Fiduciary may rely upon any such
     direction, information or action of another Named Fiduciary as being proper
     under this Plan and is not required to inquire into the propriety of any
     such direction, information or action. It is intended that under this Plan
     each Named Fiduciary shall be responsible for the proper exercise of its
     own powers, duties, responsibilities and obligations and shall not be
     responsible for act or failure to act of another fiduciary.


                                     PAGE 79
<Page>

11.9 NOTICE BY COMMITTEE OR EMPLOYER. Any communication or notice to any person
     by the Committee or the Employer shall be in writing and may be given by
     delivery to the person or by first class mail with postage prepaid
     addressed to the person at the last address on file with the Committee or
     the Employer. Any notice delivered as provided above shall be deemed to
     have been given when delivered, and any notice mailed as provided above
     shall be deemed to have been given when mailed.

11.10 LOANS TO PARTICIPANTS.

     (A)  (1)  In accordance with Section 11.8 above, the Committee is hereby
               designated as the named fiduciary with sole authority and
               responsibility to approve or deny loans and, except as provided
               in subsections (G) and (H) of this Section, collect unpaid loans,
               in accordance with the provisions of this Section 11.10. This
               Section 11.10 shall apply if the Employer is eligible to and
               elects Item B(16) of the Adoption Agreement.

          (2)  Subject to the consent of the Committee, loans may be made upon
               approval of the written application of a Participant or
               Beneficiary submitted to the Committee. Such application shall be
               submitted during a specified period established by the Committee
               prior to the date the loan is to be made. The Committee shall
               notify the Participant or Beneficiary whether the loan has been
               approved or denied. Loans shall be made available to all
               Participants and Beneficiaries on a reasonably equivalent basis,
               except that no loans will be made to any Stockholder-Employee or
               Owner-Employee and no loan shall be made to any Participant which
               the Committee, upon reviewing the Participant's written
               application determines may be reasonably expected to be unable to
               repay the loan. Loans shall not be made available to Highly
               Compensated Employees (as defined in Section 414(q) of the Code)
               in an amount greater than the amount made available to other
               Employees. Except for loans made prior to the date this Plan is
               adopted, a Participant or Beneficiary shall have no more than
               five loans outstanding at any given time.

          (3)  All loans will be adequately secured and will bear a reasonable
               rate of interest. Rates of interest will be determined daily by
               the Trustee for Plan loans. The Committee will determine the
               minimum loan amount for the Plan.

     (B)  In reviewing and approving or denying loan applications hereunder, the
          Committee shall bear sole responsibility for ensuring compliance with
          all applicable federal or state laws and regulations, including the
          federal Truth In Lending Act (15 U.S.C. Section 1601 et seq.), and
          Equal Credit Opportunity Act (15 U.S.C. Section 1691 et seq.). The
          Committee shall upon request supply the Trustee with evidence that it
          has complied with such federal or state law.

     (C)  Notwithstanding Section 7.13 above, each loan made hereunder shall be
          secured by a written assignment, in favor of the Plan, of that portion
          of the Participant's accounts which the Committee determines to be
          necessary to adequately secure repayment of the loan.


                                     PAGE 80
<Page>

     (D)  A Participant must obtain the consent of his or her Spouse, if any, to
          use the account balance as security for the loan. Spousal consent
          shall be obtained no earlier than the beginning of the ninety (90) day
          period that ends on the date the loan is to be so secured. The consent
          must be in writing and must be witnessed by a Plan representative or
          Notary Public. Such consent shall thereafter be binding with respect
          to the consenting spouse or any subsequent spouse with respect to that
          loan. A new consent shall be required if the account balance is used
          for renegotiation, extension, renewal, or other revision of the loan.

          Notwithstanding the preceding paragraph, no spousal consent is
          required for the use of the account balance as security for a Plan
          loan to the Participant under a safe-harbor profit sharing Plan as
          described in Section 7.10(F).

     (E)  No loan shall be approved by the Committee to any Participant or
          Beneficiary in any amount which exceeds the lesser of

          (1)  $50,000, reduced by the excess (if any) of-

               (a)  the highest outstanding balance of loans from the Plan
                    during the one-year period ending on the day before the date
                    on which such loan was made, over,

               (b)  the outstanding balance of loans from the Plan on the date
                    on which such loan was made, or

          (2)  fifty percent (50%) of the present value of the Participant's
               nonforfeitable accrued benefit.

          For purposes of the above limitation, all loans from all plans of the
          Employer and other members of a group of employers described in
          Sections 414(b), (c), (m) and (o) of the Code are aggregated.

          The term of the loan shall be determined by the Committee.
          Furthermore, any loan shall, by its terms require that repayment
          (principal and interest) be amortized in level payments, not less
          frequently than quarterly over a period not extending beyond five
          years from the date of the loan, except that the Committee, in its
          discretion, may permit a repayment period in excess of five years for
          loans made to a Participant or Beneficiary used to acquire a dwelling
          unit which, within a reasonable time (determined at the time the loan
          is made) will be used as a principal residence of the borrower.

          An assignment or pledge of any portion of the participant's interest
          in the Plan will be treated as a loan under this paragraph.

     (F)  Each loan hereunder shall be made pro rata from the borrowing
          Participant's available accounts and Investment Funds. Loan
          repayments shall generally be made via payroll deduction, except that
          the repayment of outstanding principal at maturity, in the event the
          loan is called, or in the event the Participant chooses to prepay the
          loan shall be made in such manner as the Committee shall determine.
          Loan repayments and interest thereon shall be credited to the
          Investment Funds and accounts in accordance with current elections. No


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          loan shall be considered a general investment of the Trust Fund. Each
          loan shall be evidenced by a written agreement, evidencing the
          Participant's obligation to repay the borrowed amount to the Plan, in
          such form and with such provisions consistent with this Section 11.10
          as is acceptable to the Trustee. All loan agreements shall be
          deposited with the Trustee.

     (G)  In the event a Participant does not repay the principal of such loan
          or interest thereon at such times as are required by the terms of the
          loan or if the Participant ceases to be an Employee while such
          Participant has a loan made hereunder which is outstanding, the
          Committee, in its discretion, may direct the Trustee to take such
          action as the Committee may reasonably determine, including:

          (1)  demand repayment of the loan and, subject to Section 10.4(K),
               institute legal action against the Participant to enforce
               collection of any balance due from the Participant, or

          (2)  demand repayment of the loan, and charge the total amount of the
               unpaid loan and unpaid interest against the balance credited to
               the Participant's vested account balance which was assigned as
               security for the loan and reduce any payment or distribution from
               the Trust Fund to which the Participant or the Participant's
               Beneficiary may become entitled to the extent necessary to
               discharge the obligation on the loan.

          Notwithstanding the foregoing provisions of this Paragraph (G), in the
          event of default, foreclosure on the note and attachment of security
          will not occur until a distributable event occurs in the Plan.

     (H)  In the event the Committee fails or refuses for any reason to direct
          the Trustee as provided in Paragraph (G) above or if the Trustee
          otherwise reasonably concludes that the collectibility of a loan
          hereunder is in jeopardy, the Trustee is authorized to take such
          action as it may reasonably determine to enforce repayment and
          satisfaction of the loan. The Employer shall be responsible for costs
          and expenses incurred in collecting any loan balance.

     (I)  In the event that the amount of any payment or distribution from the
          Trust Fund is insufficient to repay the balance due on any loan, the
          Participant shall be liable for and continue to make repayments on
          such balance.

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


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                                   ARTICLE XII
                 FAILURE TO ATTAIN OR RETAIN QUALIFIED STATUS

12.1 FAILURE TO QUALIFY AS A PROTOTYPE. This Plan is established with the intent
     that it shall qualify under Section 401 of the Code and that it shall
     comply with ERISA and all other applicable laws, regulations and rulings.
     It may be modified and amended retroactively, if necessary, to secure such
     qualification. Should the Internal Revenue Service determine that this Plan
     does not qualify under the Code or any statute of similar import, or fails
     or refuses to issue an opinion, and if the Plan is not amended, as
     required to qualify, before the time allowed by law for the Employer to
     file its corporate federal tax return for the taxable year in which the
     Effective Date occurs, the Plan shall be considered to be rescinded and of
     no force and effect. Any assets attributable to contributions made by the
     Employer shall be returned to the Employer by the Trustee as soon as
     administratively feasible. The Employer shall refund to the Participant any
     contributions made by the Participant to the Plan.

12.2 FAILURE OF EMPLOYER TO ATTAIN OR RETAIN QUALIFICATION. 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.

                                   ARTICLE XIII
                                  MISCELLANEOUS

13.1 EMPLOYER ACTION. Except as may be specifically provided herein, any
     action required or permitted to be taken by the Employer may be taken on
     behalf of the Employer by any officer of the Employer.

13.2 NO GUARANTEE OF INTERESTS. Neither the Trustee, the Employer nor any other
     named fiduciary in any way guarantees the Trust Fund from loss or
     depreciation, nor do they guarantee any payment to any person. The
     liability of the Trustee, the Employer and a named fiduciary to make any
     payments hereunder is limited to the available assets of the Trust Fund.

13.3 EMPLOYMENT RIGHTS. The Plan is not a contract of employment. Participation
     in the Plan will not give any Participant the right to be retained in the
     Employer's employ, nor any right or claim to any benefit under the Plan,
     unless the right or claim has specifically accrued under the Plan.

13.4 INTERPRETATIONS AND ADJUSTMENTS. To the extent permitted by law, an
     interpretation of the Plan and a decision on any matter within a named
     fiduciary's discretion made in good faith is binding on all persons. A
     misstatement or other mistake of fact shall be corrected when it becomes
     known and the person responsible shall make such adjustment on account
     thereof as he or she considers equitable and practicable.

13.5 UNIFORM RULES. In the administration of the Plan, uniform rules will be
     applied to all Participants similarly situated.

13.6 EVIDENCE. Evidence required of anyone under the Plan may be by certificate,
     affidavit, document or other information which the person acting on it
     considers pertinent and reliable and signed, made or presented by the
     proper party or parties.


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13.7  WAIVER OF NOTICE. Any notice required under the Plan may be waived by the
      person entitled to notice.

13.8  CONTROLLING LAW. The law of the state where the Trustee is located shall
      be the controlling state law in all matters relating to the Plan and shall
      apply to the extent that it is not preempted by the laws of the United
      States of America.

13.9  TAX EXEMPTION OF TRUST. The trust herein created is designated as
      constituting a part of a Plan intended to qualify under Sections 401(a) of
      the Code and to be tax-exempt under Section 501(a) of the Code.

13.10 COUNTERPARTS. The Plan may be executed in two or more counterparts, any
      one of which will be an original without reference to the others.

13.11 ANNUAL STATEMENT OF ACCOUNT. The assets of the Trust Fund will be valued
      annually at fair market as of the last day of each Plan Year. On such date
      the earning and losses of the Trust Fund will be allocated to each
      Participant's accounts in the ratio that such account balance bears to all
      account balances. The Trustee will deliver to the Employer a statement of
      each Participant's account balances as of the last day of Plan Year.

13.12 NO DUTY TO INQUIRE. No person shall have any duty to make any inquiry as
      to the application or use of the Trust Fund, or any part thereof, or to
      inquire into the validity, expediency or propriety of any matter or thing
      done or proposed to be done by the Trustee.

13.13 INVALIDITY. In case any provisions of this Plan shall be invalid, this
      fact shall not affect the validity of any other provision.

13.14 TITLES. Titles to Articles and Sections are for convenience only and shall
      have no bearing upon the construction or interpretation of this Plan.

13.15 NO DUTY OF TRUSTEE TO COLLECT CONTRIBUTIONS. The Trustee shall be
      accountable for all contributions received but shall have no duty to
      require any contributions to be delivered or to determine if the
      contributions received comply with the Plan or with any Board of Directors
      resolution of the Employer providing for contributions.

13.16 TRUSTEE DISTRIBUTES BY COMMITTEE DIRECTION. The Trustee shall make
      distributions only through Committee direction. The Trustee shall have no
      responsibility to see how distributions are applied or to ascertain
      whether the Committee's directions comply with the Plan. Notwithstanding
      anything in the Plan to the contrary, payments made in accordance with
      these provisions will continue only so long as amounts remain in the
      Participant's accounts.

                                   ARTICLE XIV
                            AMENDMENT OR TERMINATION

14.1  AMENDMENT BY THE SPONSOR. Society National Bank, the sponsoring
      organization, reserves the right without being required to obtain the
      approval of the Employer to amend any part of the Plan from time to
      time, subject to the provisions of Article XII, Section 14.2 and the
      following:

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     (A)  Except as provided in Section 14.1(B) and (C), no amendment shall
          become effective until at least thirty (30) days' prior written
          notice (unless the Employer agrees to shorter notice) has been given
          to the Employer, nor shall any such amendment reduce Participants'
          benefits to less than the benefits to which they would have been
          entitled if they had resigned from the employ of the Employer on the
          effective date of the amendment;

     (B)  An amendment of the Plan and Trust which the sponsor deems necessary
          to enable the Plan and Trust to meet the requirements of Section
          401(a) of the Code may be made effective as of the date the Plan and
          Trust was established by the sponsor or as of any subsequent date;

     (C)  An amendment of the Plan and Trust to conform the Plan and Trust to
          any change in the law, regulations or rulings of the United States may
          take effect as of the date such amendment is required to be
          effective. Any amendment executed pursuant to the provisions of this
          Section 14.1 shall be executed by an authorized officer of the
          sponsor, or its successor. For purposes of this Section 14.1, the
          Employer shall be deemed to have been furnished a copy of any
          amendment on the business day next following the mailing by the
          sponsor or the Trustee.

14.2 AMENDMENT BY ADOPTING EMPLOYER. The Employer may (1) change the choice of
     options in the Adoption Agreement, (2) add overriding language in the
     Adoption Agreement when such language is necessary to satisfy Section 415
     or Section 416 of the Code because of the required aggregation of multiple
     plans, and (3) add certain model amendments published by the Internal
     Revenue Service which specifically provide that their adoption will not
     cause the Plan to be treated as individually designed. An Employer that
     amends the Plan for any other reason, including a waiver of the minimum
     funding requirement under Section 412(d) of the Code, will no longer
     participate in this Master or Prototype Plan and will be considered to have
     an individually designed Plan.

14.3 VESTING - PLAN TERMINATION. In the event of termination or partial
     termination of the Plan, the account balance of each affected Participant
     will be nonforfeitable.

14.4 VESTING - COMPLETE DISCONTINUANCE OF CONTRIBUTIONS. In the event of a
     complete discontinuance of contributions under the Plan, the account
     balance of each affected Participant will be nonforfeitable.

14.5 PLAN MERGER - MAINTENANCE OF BENEFIT. In the event of a merger or
     consolidation with, or transfer of assets to any other Plan, each
     Participant will receive a benefit immediately after the merger,
     consolidation or transfer (if the Plan then terminated) which is at least
     equal to the benefit the Participant was entitled to immediately before
     such merger, consolidation or transfer (if the Plan had then terminated).

14.6 DIRECT TRANSFER. In its discretion, the Trustee may accept the direct
     transfer of Plan assets from the trustee of other retirement plans
     described in Code Section 401(a). If the Plan receives a direct transfer
     of elective deferrals (or amounts treated as elective deferrals) under a
     Plan with a Code Section 401(k) arrangement, the distribution restrictions
     of Code Sections 401(k)(2) and (10) continue to apply to those transferred
     elective deferrals.


                                     PAGE 85
<Page>

14.7 TERMINATION OF PARTICIPATION BY EMPLOYER. The Employer expects to continue
     its participation in this Plan indefinitely but reserves the right to
     terminate this Plan as to its Employees at any time by written instrument
     filed with the Trustee. In the event of such termination, partial
     termination or complete discontinuance of contributions, or termination as
     provided in Section 13.3, the account balance of each affected Participant
     will be nonforfeitable. Distribution to Participants who have theretofore
     become entitled to the payment of any benefits hereunder or to Spouses or
     Beneficiaries of deceased Participants shall be made in the same manner as
     if the Employer's participation had not terminated or contributions had not
     been discontinued.

     The account(s) of each such Participant, in the event of payment in other
     than a single sum, need not be converted into cash, but may continue to
     remain in the trust, with a right and obligation thereafter to participate
     in the net earnings, losses, taxes and expenses of the trust.

     If any Participant shall die after the termination of the Employer's
     participation and before all of said Participant's interest has been paid,
     then, upon the written direction of Employer, the entire undistributed
     portion shall be paid in a single sum to the Participant's Beneficiary.

     In the event of complete discontinuance of contributions, the Employer
     shall terminate this Plan as to its Employees and each Participant's
     interest shall be distributed to such Participant.

14.8 NOTICE OF AMENDMENT, TERMINATION OR PARTIAL TERMINATION. The Committee will
     notify affected Participants of an amendment, termination or partial
     termination of the Plan within a reasonable time.

14.9 SUBSTITUTION OF TRUSTEE. Any corporation or association into which the
     Trustee may be converted, merged or with which it may be consolidated, or
     any corporation or association resulting from any conversion, merger,
     reorganization or consolidation to which the Trustee may be a party, shall
     be the successor of the Trustee hereunder without the execution or filing
     of any instrument or the performance of any further act.

                                   ARTICLE XV
                       DISCHARGE OF DUTIES BY FIDUCIARIES

15.1 DISCHARGE OF DUTIES. Subject to the provisions of Articles IX and X, the
     Named Fiduciaries and any other fiduciary shall discharge their respective
     duties set forth in the Plan solely in the interest of the Participants
     and their Spouses and Beneficiaries and:

     (A)  for the exclusive purpose of:

          (1)  providing benefits to Participants and their Spouses and
               Beneficiaries; and

          (2)  defraying reasonable expenses of administering the Plan;

     (B)  with the care, skill, prudence and diligence under the circumstances
          then prevailing that a prudent person acting in a like capacity and
          familiar with such matters would use in the conduct of an enterprise
          of a like character and with like aims; and


                                     PAGE 86
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     (C)  by diversifying the investments of the Plan so as to minimize the risk
          of large losses, unless under the circumstances it is clearly prudent
          not to do so.

                                   ARTICLE XVI
                  AMENDMENT AND CONTINUATION OF ORIGINAL PLAN

16.1 AMENDMENT AND CONTINUATION. Notwithstanding any of the foregoing provisions
     of the Plan to the contrary, an Employer which has previously established a
     profit sharing Plan and trust or money purchase pension Plan and trust, as
     applicable, (the "Original Plan") may, in accordance with the provisions of
     the Original Plan, amend and continue that Plan in the form of this Plan
     and Trust and become an Employer hereunder, subject to the following:

     (A)  Subject to the conditions and limitations of the Plan, each person who
          is a Participant or former Participant under the Original Plan
          immediately prior to the Effective Date of the amendment and
          continuation thereof in the form of this Plan will continue as a
          Participant under this Plan;

     (B)  The words "Original Plan" shall be substituted for the word "Plan"
          where the word appears in Section 2.2 of the Plan;

     (C)  No election may be made in the Adoption Agreement if such election
          will reduce the benefits of a Participant under the Original Plan to
          less than the benefits to which he would have been entitled if he had
          resigned from the employ of the Employer on the date of the amendment
          and continuation of the Original Plan in the form of this Plan;

     (D)  The amounts, if any, credited to a Participant's or former
          Participant's accounts, immediately prior to the Effective Date of the
          amendment and continuation of the Original Plan in the form of this
          Plan shall constitute the opening balances in his or her accounts, as
          appropriate, under this Plan and Trust;

     (E)  Amounts being paid to a former Participant or Beneficiary in
          accordance with the provisions of the Original Plan shall continue to
          be paid in accordance with such provisions; and

     (F)  Any Beneficiary designation in effect under the Original Plan
          immediately before its amendment and continuation in the form of this
          Plan shall be deemed to be a valid Beneficiary designation filed with
          the Employer under Section 7.7 of this Plan, to the extent consistent
          with the provisions of this Plan, unless and until the Participant or
          former Participant revokes such Beneficiary designation or makes a new
          Beneficiary designation under this Plan.

     IN WITNESS WHEREOF, Society National Bank has established this prototype
Plan as of the 24th day of March, 1995.

                               SOCIETY NATIONAL BANK

                               By:
                                   ---------------------------------------------

                               Title: Senior Vice President and General Counsel
                                     -------------------------------------------


                                     PAGE 87