EXHIBIT 4.1

                                  STRONG FUNDS
                       DEFINED CONTRIBUTION PLAN AND TRUST
                             Basic Plan Document #04

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                                TABLE OF CONTENTS


ARTICLE I       DEFINITIONS................................1


ARTICLE II      TOP HEAVY PROVISIONS ADMINISTRATION.......10

   2.1   Top Heavy Plan Requirements......................11
   2.2   Determination of Top Heavy Status................11
   2.3   Powers and Responsibilities of the Employer......13
   2.4   Designation of Administrative Authority..........14
   2.5   Allocation and Delegation of Responsibilities....14
   2.6   Powers and Duties of the Administrator...........14
   2.7   Records and Reports..............................15
   2.8   Appointment of Advisers..........................15
   2.9   Information from the Employer....................15
   2.10  Payment of Expenses..............................15
   2.11  Majority Actions.................................16
   2.12  Claims Procedure.................................16
   2.13  Claims Review Procedure..........................16

ARTICLE III     ELIGIBILITY...............................16

   3.1   Conditions of Eligibility........................16
   3.2   Effective Date of Participation..................16
   3.3   Determination of Eligibility.....................17
   3.4   Termination of Eligibility.......................17
   3.5   Omission of Eligible Employee....................17
   3.6   Inclusion of Ineligible..........................17
   3.7   Election Not to Participate......................17
   3.8   Control of Entities by Owner-Employee............17

ARTICLE IV      CONTRIBUTION AND ALLOCATION...............18

   4.1   Formula for Determining Employer's Contribution..18
   4.2   Time of Payment of Employer's Contributions......18
   4.3   Allocation of Contribution, Forfeitures and
         Earnings.........................................18
   4.4   Maximum Annual Additions.........................22
   4.5   Adjustment for Excessive Annual Additions........28
   4.6   Rollover Contributions...........................28
   4.7   Transfers from Qualified Plans...................28
   4.8   Voluntary Employee Contributions.................29
   4.9   Directed Investment Account......................30
   4.10  Qualified Voluntary Employee Contributions.......30
   4.11  Actual Contribution Percentage Tests.............30
   4.12  Integration in More Than One Plan................30
   4.13  Veterans' Reemployment Rights....................30

ARTICLE V       VALUATIONS................................31

   5.1   Valuation of the Trust Fund......................31
   5.2   Method of Valuation..............................31

ARTICLE VI   DETERMINATION AND DISTRIBUTION OF BENEFITS...31

   6.1   Determination of Benefits Upon Retirement........31
   6.2   Determination of Benefits Upon Death.............31
   6.3   Determination of Benefits in Event of Disability.32
   6.4   Determination of Benefits Upon Termination.......32
   6.5   Distribution of Benefits.........................34
   6.6   Distribution of Benefits Upon Death..............38
   6.7   Time of Segregation or Distribution..............40
   6.8   Distribution for Minor Beneficiary...............41
   6.9   Location of Participant or Beneficiary Unknown...41
   6.10  Pre-retirement Distribution......................41
   6.11  Advance Distribution for Hardship................41
   6.12  Alternate Payee Benefits and Distributions.......42
   6.13  Special Rule for Profit Sharing Plans............42

ARTICLE VII     TRUSTEE...................................42

   7.1   Basic Responsibilities of the Trustee............42
   7.2   Investment Powers and Duties of the Trustee......43
   7.3   Other Powers of the Trustee......................44
   7.4   Loans to Participants............................45
   7.5   Duties of the Trustee Regarding Payments.........46
   7.6   Trustee's Compensation and Expenses and Taxes....46
   7.7   Annual Report of the Trustee.....................47
   7.8   Audit............................................47
   7.9   Resignation, Removal and Succession of Trustee...47
   7.10  Transfers and Direct Rollovers...................48
   7.11  Trustee Indemnification..........................49
   7.12  Employer Securities and Real Property............49
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ARTICLE VIII    AMENDMENT, TERMINATION, AND MERGERS.......49

   8.1   Amendment........................................49
   8.2   Termination......................................50
   8.3   Merger or Consolidation..........................50

ARTICLE IX      MISCELLANEOUS.............................50

   9.1   Employer Adoptions...............................50
   9.2   Participant's Rights.............................50
   9.3   Alienation.......................................50
   9.4   Construction of Plan.............................51
   9.5   Gender and Number................................51
   9.6   Legal Action.....................................51
   9.7   Prohibition Against Diversion of Funds...........51
   9.8   Bonding..........................................51
   9.9   Employer's and Trustee's Protective Clause.......52
   9.10  Insurer's Protective Clause......................52
   9.11  Receipt and Release for Payments.................52
   9.12  Action by the Employer...........................52
   9.13  Named Fiduciaries and Allocation of
         Responsibility...................................52
   9.14  Headings.........................................52
   9.15  Approval by Internal Revenue Service.............53
   9.16  Uniformity.......................................53
   9.17  Payment of Benefits..............................53

ARTICLE X       PARTICIPATING EMPLOYERS...................53

   10.1  Election to Become a Participating Employer......53
   10.2  Requirements of Participating Employers..........53
   10.3  Designation of Agent.............................54
   10.4  Employee Transfers...............................54
   10.5  Participating Employer's Contribution and
         Forfeitures......................................54
   10.6  Amendment........................................54
   10.7  Discontinuance of Participation..................54
   10.8  Administrator's Authority........................54
   10.9  Participating Employer Contribution for
         Affiliate........................................54

ARTICLE XI      CASH OR DEFERRED PROVISIONS...............55

   11.1  Formula for Determining Employer's Contribution..55
   11.2  Participant's Salary Reduction Election..........55
   11.3  Allocation of Contribution, Forfeitures and
         Earnings.........................................57
   11.4  Actual Deferral Percentage Tests.................59
   11.5  Adjustment to Actual Deferral Percentage Tests...60
   11.6  Actual Contribution Percentage Tests.............62
   11.7  Adjustment to Actual Contribution Percentage
         Tests............................................63
   11.8  Advance Distribution for Hardship................66


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                                   ARTICLE I

                                  DEFINITIONS

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

1.1      "Act" means the Employee  Retirement Income Security Act of 1974, as it
         may be amended from time to time.

1.2      "Administrator"  means  the  person(s)  or  entity  designated  by  the
         Employer  pursuant to section 2.4 to  administer  the Plan on behalf of
         the Employer.

1.3      "Adoption  Agreement" means the separate Agreement which is executed by
         the Employer and accepted by the Trustee  which sets forth the elective
         provisions of this Plan and Trust as specified by the Employer.

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

1.5      "Aggregate  Account" means with respect to each Participant,  the value
         of  all  accounts  maintained  on  behalf  of  a  Participant,  whether
         attributable  to  Employer or  Employee  contributions,  subject to the
         provisions of section 2.2.

1.6      "Anniversary Date" means the last day of the Plan Year specified in the
         Adoption Agreement.

1.7      "Beneficiary" means the person or persons to whom a share of a deceased
         Participant's  interest  in  the  Plan  is  payable,   subject  to  the
         restrictions of sections 6.2 and 6.6. A Participant's Beneficiary shall
         be their spouse, if any, unless the Participant  designates a person or
         persons  other  than  their  spouse as  Beneficiary  with the  spouse's
         written consent.

         If no  Beneficiary  has been  designated  pursuant to the provisions of
         this Plan, or if no Beneficiary  survives the  Participant and there is
         no  surviving  spouse,  the  Beneficiary  under  the Plan  shall be the
         deceased  Participant's  estate.  If a Beneficiary  dies after becoming
         entitled  to  receive  a   distribution   under  the  Plan  but  before
         distribution  is made to them in full, and if no other  Beneficiary has
         been  designated  to receive  the balance of the  distribution  in such
         event, the estate of the deceased  Beneficiary shall be the Beneficiary
         for the balance of the distribution.

1.8      "Benefiting"  means  benefiting under the Plan for any Plan Year during
         which a  Participant  received or is deemed to receive an allocation in
         accordance with Regulation ss.1.410(b)-3(a).

1.9      "Code" means the Internal  Revenue Code of 1986, as amended or replaced
         from time to time.

1.10     "Compensation"  with  respect  to  any  Participant  means  one  of the
         following as elected in the Adoption Agreement.  However,  Compensation
         for any Self-Employed Individual shall be equal to their Earned Income.

         (a)      Information required to be reported under ss.ss.6041, 6051 and
                  6052  (Wages,  Tips and Other  Compensation  Box on Form W-2).
                  Compensation   is  defined  as  wages,   as  defined  in  Code
                  ss.3401(a),  and all  other  payments  of  Compensation  to an
                  Employee  by the  Employer  (in the  course of the  Employer's
                  trade or  business)  for which the  Employer  is  required  to
                  furnish   the   Employee  a  written   statement   under  Code
                  ss.ss.6041(d),  6051(a)(3),  and  6052.  Compensation  must be
                  determined  without regard to any rules under Code  ss.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
                  ss.3401(a)(2).

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

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

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

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

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

                  (4)      Other amounts which 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
                           ss.403(b)  of the Internal  Revenue Code  (whether or
                           not the  contributions  are actually  excludable from
                           the gross income of the Employee).

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

                           In addition,  if specified in the Adoption Agreement,
                           Compensation for all Plan purposes shall also include
                           compensation which is not currently includible in the
                           Participant's   gross   income   by   reason  of  the
                           application    of    Code    ss.ss.125,    402(e)(3),
                           402(h)(1)(B), or 403(b).

                           For years  beginning on or after January 1, 1989, and
                           before  January  1, 1994,  Compensation  in excess of
                           $200,000 shall be  disregarded.  Such amount shall be
                           adjusted  at the  same  time  and in such  manner  as
                           permitted  under Code  ss.415(d).  In  applying  this
                           limitation,  the family group of a Highly Compensated
                           Participant  who  is  subject  to the  Family  Member
                           aggregation rules of Code  ss.414(q)(6)  because such
                           Participant  is either a "five percent  owner" of the
                           Employer  or one of the ten (10)  Highly  Compensated
                           Employees paid the greatest "415 Compensation" during
                           the year,  shall be treated as a single  Participant,
                           except that for this  purpose  Family  Members  shall
                           include  only the affected  Participant's  spouse and
                           any  lineal  descendants  who have not  attained  age
                           nineteen (19) before the close of the year.  If, as a
                           result of the application of such rules, the adjusted
                           $200,000  limitation  is  exceeded,  then (except for
                           purposes of determining  the portion of  Compensation
                           up  to  the   integration   level  if  this  plan  is
                           integrated),  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.
                           For Plan Years beginning on or after January 1, 1994,
                           the annual  Compensation for each Employee taken into
                           account under the Plan shall not exceed $150,000,  as
                           adjusted by the  Commissioner  for  increases  in the
                           cost of living in accordance with ss.401(a)(17)(B) of

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                           the  Internal   Revenue  Code.   The   cost-of-living
                           adjustment  in effect for a calendar  year applies to
                           any  period,  not  exceeding  12  months,  over which
                           Compensation  is  determined  (determination  period)
                           beginning in such calendar  year. If a  determination
                           period  consists of fewer than 12 months,  the annual
                           Compensation  limit will be multiplied by a fraction,
                           the numerator of which is the number of months in the
                           determination period, and the denominator of which is
                           12.

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

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

1.12     "Contribution  Period"  means  the  regular  period  specified  by  the
         Employer in the Adoption  Agreement  for which the Employer  shall make
         Employer contributions, if any, and the regular period specified by the
         Employer in the  Adoption  Agreement  for which  Participants  may make
         Employee Contributions, if any.

1.13     "Deferred  Compensation"  means, with respect to any Participant,  that
         portion  of  the  Participant's   total  Compensation  which  has  been
         contributed to the Plan in accordance with the  Participant's  deferral
         election pursuant to section 11.2.

1.14     "Early  Retirement  Date"  means  the date  specified  in the  Adoption
         Agreement on which a Participant  or Former  Participant  has satisfied
         the age and service  requirements  specified in the Adoption  Agreement
         (Early  Retirement  Age). A Participant  shall become fully Vested upon
         satisfying this requirement if still employed at their Early Retirement
         Age.

         A Former  Participant who terminates  employment  after  satisfying the
         service requirement for Early Retirement and who thereafter reaches the
         age requirement  contained herein shall be fully vested and entitled to
         elect an Early Retirement benefit under this Plan.

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

1.16     "Elective Deferral Contribution" means the Employer's  contributions to
         the Plan that are made pursuant to the Participant's  deferral election
         pursuant to section  11.2,  excluding any such amounts  distributed  as
         "excess annual  additions"  pursuant to section 4.4.  Elective Deferral
         Contributions  shall be subject to the requirements of sections 11.2(b)
         and 11.2(c) and shall further be required to satisfy the discrimination
         requirements of Regulation ss.1.401(k)-1(b)(3), the provisions of which
         are specifically incorporated herein by reference.

1.17     "Eligible  Employee" means any Employee  eligible to participate in the
         Plan pursuant to the provisions elected in the Adoption Agreement.

1.18     "Employee"  means any employee of the Employer  maintaining the plan or
         of any other  employer  required to be  aggregated  with such  Employer
         underss.ss.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 ss.ss. 414(n) or (o) of the Code.

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<PAGE>

1.19     "Employer"  means the entity specified in the Adoption  Agreement,  any
         Participating  Employer (as defined in section  10.1) which shall adopt
         this Plan,  any  successor  which  shall  maintain  this Plan,  and any
         predecessor which has maintained this Plan.

1.20     "Excess  Compensation" means, with respect to a Plan that is integrated
         with Social Security,  a Participant's  Compensation which is in excess
         of the Integration Level set forth in the Adoption Agreement.

1.21     "Excess  Contributions"  means, with respect to a Plan Year, the excess
         of  Elective   Deferral   Contributions,   and  Qualified   Nonelective
         Contributions and Qualified Matching  Contributions treated as Elective
         Deferral   Contributions   made  on  behalf   of   Highly   Compensated
         Participants  for  the  Plan  Year  over  the  maximum  amount  of such
         contributions permitted under section 11.4(a).

1.22     "Excess Deferred  Compensation" means, with respect to any taxable year
         of  a  Participant,   the  excess  of  the  aggregate  amount  of  such
         Participant's   Deferred   Compensation   and  the  Elective   Deferral
         Contributions  pursuant to section  11.2(f)  actually made on behalf of
         such  Participant  for such taxable  year,  over the dollar  limitation
         provided  for in  Code  ss.402(g),  which  is  incorporated  herein  by
         reference.  Excess Deferred Compensation shall be treated as an "annual
         addition"  pursuant to section 4.4 when  contributed to the Plan unless
         distributed to the affected  Participant not later than the first April
         15th following the close of the Participant's taxable year.

1.23     "Family Member" means,  with respect to an affected  Participant,  such
         Participant's  spouse,  and such  Participant's  lineal descendants and
         ascendants and their spouses, all as described in Code ss.414(q)(6)(B).

1.24     "Fiduciary"  means  any  person  who (a)  exercises  any  discretionary
         authority or discretionary control respecting management of the Plan or
         exercises any authority or control respecting management or disposition
         of its  assets,  (b)  renders  investment  advice  for a fee  or  other
         compensation,  direct or indirect,  with respect to any monies or other
         property of the Plan or has any authority or  responsibility  to do so,
         or (c) has any discretionary authority or discretionary  responsibility
         in the administration of the Plan,  including,  but not limited to, the
         Trustee,   the  Employer   and  its   representative   body,   and  the
         Administrator.

1.25     "Fiscal Year" means the Employer's  accounting year as specified in the
         Adoption Agreement.

1.26     "Forfeiture" means that portion of a Participant's  Account that is not
         Vested, and occurs on the earlier of:

         (a)      the   distribution   of  the  entire   Vested   portion  of  a
                  Participant's Account, or

         (b)      the last day of the Plan Year in which the Participant  incurs
                  five (5) consecutive One-Year Breaks in Service.

         Furthermore,  for  purposes of  paragraph  (a) above,  in the case of a
         Terminated  Participant  whose Vested benefit is zero,  such Terminated
         Participant  shall be deemed to have received a  distribution  of their
         Vested benefit upon their termination of employment.  In addition,  the
         term  Forfeiture  shall also include  amounts  deemed to be Forfeitures
         pursuant to any other provision of this Plan.

1.27     "Former Participant" means a person who has been a Participant, but who
         has ceased to be a Participant for any reason.

1.28     "414(s)   Compensation"  with  respect  to  any  Employee  means  their
         Compensation as defined in section 1.9.  However,  for purposes of this
         section,  Compensation  shall be Compensation  paid and, if selected in
         the Adoption  Agreement,  shall only be  recognized as of an Employee's
         effective date of participation. If, in connection with the adoption of
         any  amendment,  the  definition  of  "414(s)  Compensation"  has  been
         modified, then for Plan Years prior to the Plan Year which includes the
         adoption  date  of  such   amendment,   "414(s)   Compensation"   means
         compensation determined pursuant to the Plan then in effect.

1.29     "415 Compensation"  means compensation as defined in section 4.4(f)(2).
         If, in connection with the adoption of any amendment, the definition of
         "415 Compensation" has been modified, then, for Plan Years prior to the
         Plan Year which  includes the  adoption  date of such  amendment,  "415
         Compensation"  means compensation  determined pursuant to the Plan then
         in effect.

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1.30     "Highly  Compensated  Employee"  means an  Employee  described  in Code
         ss.414(q)  and  the  Regulations  thereunder  and  generally  means  an
         Employee  who   performed   services   for  the  Employer   during  the
         "determination year" and is in one or more of the following groups:

         (a)      Employees who at any time during the  "determination  year" or
                  "look-back  year"  were  "five  percent  owners" as defined in
                  section 1.37(c).

         (b)      Employees   who  received   "415   Compensation"   during  the
                  "look-back year" from the Employer in excess of $75,000.

         (c)      Employees   who  received   "415   Compensation"   during  the
                  "look-back  year" from the  Employer  in excess of $50,000 and
                  were in the Top Paid Group of Employees for the Plan Year.

         (d)      Employees who during the "look-back year" were officers of the
                  Employer  (as that term is defined  within the  meaning of the
                  Regulations under Code ss.416) and received "415 Compensation"
                  during the "look-back  year" from the Employer greater than 50
                  percent of the limit in effect under Code  ss.415(b)(1)(A) for
                  any such Plan Year. The number of officers shall be limited to
                  the lesser of (i) 50  employees;  or (ii) the greater of three
                  (3) employees or 10 percent of all employees.  If the Employer
                  does  not  have  at  least  one  officer   whose  annual  "415
                  Compensation"   is  in  excess  of  50  percent  of  the  Code
                  ss.415(b)(1)(A)  limit,  then the highest  paid officer of the
                  Employer will be treated as a Highly Compensated Employee.

         (e)      Employees who are in the group consisting of the 100 Employees
                  paid the greatest "415 Compensation" during the "determination
                  year" and are also  described  in (b),  (c) or (d) above  when
                  these  paragraphs  are modified to  substitute  "determination
                  year" for "look-back year."

         The  "determination  year" shall be the Plan Year for which  testing is
         being  performed,  and the  "look-back  year" shall be the  immediately
         preceding  twelve-month  period.  However,  if the 5.6  Plan  Year is a
         calendar year, or if another Plan of the Employer so provides, then the
         "look-back  year" shall be the calendar  year ending with or within the
         Plan Year for which testing is being performed,  and the "determination
         year"  (if  applicable)  shall be the  period  of time,  if any,  which
         extends  beyond  the  "look-back  year" and ends on the last day of the
         Plan Year for which testing is being performed (the "lag period"). With
         respect  to this  election,  it  shall  be  applied  on a  uniform  and
         consistent  basis  to all  plans,  entities,  and  arrangements  of the
         Employer.

         For purposes of this section,  the determination of "415  Compensation"
         shall be made by  including  amounts  that would  otherwise be excluded
         from a Participant's  gross income by reason of the application of Code
         ss.ss.125,  402(e)(3),  402(h)(1)(B)  and,  in  the  case  of  Employer
         contributions  made  pursuant  to a salary  reduction  agreement,  Code
         ss.403(b).  Additionally, the dollar threshold amounts specified in (b)
         and (c) above  shall be  adjusted at such time and in such manner as is
         provided in Regulations.  In the case of such an adjustment, the dollar
         limits which shall be applied are those for the calendar  year in which
         the "determination year" or "look back year" begins.

         In determining who is a Highly Compensated Employee,  Employees who are
         non-resident  aliens and who  received  no earned  income  (within  the
         meaning of Code ss.911(d)) from the Employer constituting United States
         source  income  within the  meaning of Code  ss.861(a)(3)  shall not be
         treated as Employees.  Additionally,  all Affiliated Employers shall be
         taken into account as a single employer and Leased Employees within the
         meaning  of Code  ss.ss.414(n)(2)  and  414(o)(2)  shall be  considered
         Employees  unless such Leased Employees are covered by a plan described
         in  Code  ss.414(n)(5)  and  are  not  covered  in any  qualified  plan
         maintained by the Employer.  The exclusion of Leased Employees for this
         purpose shall be applied on a uniform and  consistent  basis for all of
         the Employer's retirement plans. In addition, Highly Compensated Former
         Employees  shall be treated  as Highly  Compensated  Employees  without
         regard to whether they  performed  services  during the  "determination
         year."

1.31     "Highly  Compensated Former Employee" means a former Employee who had a
         separation  year  prior to the  "determination  year"  and was a Highly
         Compensated  Employee in the year of separation  from service or in any
         "determination  year"  after  attaining  age  55.  Notwithstanding  the
         foregoing, an Employee who separated from service prior to 1987 will be
         treated  as a Highly  Compensated  Former  Employee  only if during the
         separation  year (or year  preceding the  separation  year) or any year
         after the Employee  attains age 55 (or the last year ending  before the
         Employee's   55th   birthday),   the  Employee   either  received  "415
         Compensation"  in excess of $50,000 or was a "five percent  owner." For
         purposes of this section,  "determination year," "415 Compensation" and
         "five percent  owner" shall be  determined  in accordance  with section
         1.28.  Highly  Compensated  Former Employees shall be treated as Highly
         Compensated  Employees.  The  method  set  forth  in this  section  for
         determining  who is a "Highly  Compensated  Former  Employee"  shall be
         applied on a uniform and  consistent  basis for all  purposes for which
         the Code ss.414(q) definition is applicable.

                                       5
<PAGE>
1.32     "Highly Compensated  Participant" means any Highly Compensated Employee
         who is eligible to participate in the Plan.

1.33     "Hour of Service" means (1) each hour for which an Employee is directly
         or indirectly  compensated or entitled to  compensation by the Employer
         for the performance of duties during the applicable computation period;
         (2)  each  hour  for  which  an  Employee  is  directly  or  indirectly
         compensated or entitled to compensation  by the Employer  (irrespective
         of whether the  employment  relationship  has  terminated)  for reasons
         other than performance of duties (such as vacation, holidays, sickness,
         jury duty,  disability,  lay-off,  military  duty or leave of  absence)
         during the applicable  computation period; (3) each hour for which back
         pay  is  awarded  or  agreed  to by  the  Employer  without  regard  to
         mitigation of damages.  The same Hours of Service shall not be credited
         both under (1) or (2), as the case may be, and under (3).

         Notwithstanding  the above,  (i) no more than 501 Hours of Service  are
         required  to be  credited  to an  Employee  on  account  of any  single
         continuous period during which the Employee performs no duties (whether
         or not such period occurs in a single computation period); (ii) an hour
         for which an Employee is directly or  indirectly  paid,  or entitled to
         payment, on account of a period during which no duties are performed is
         not  required to be credited to the Employee if such payment is made or
         due under a plan  maintained  solely for the purpose of complying  with
         applicable  worker's  compensation,  or  unemployment  compensation  or
         disability  insurance laws; and (iii) Hours of Service are not required
         to be credited for a payment  which solely  reimburses  an Employee for
         medical or medically related expenses incurred by the Employee.

         For purposes of this  section,  a payment shall be deemed to be made by
         or due from the Employer  regardless of whether such payment is made by
         or due from the Employer directly, or indirectly through, among others,
         a trust fund,  or insurer,  to which the Employer  contributes  or pays
         premiums and  regardless  of whether  contributions  made or due to the
         trust fund,  insurer, or other entity are for the benefit of particular
         Employees or are on behalf of a group of Employees in the aggregate.

         An Hour of Service  must be counted  for the purpose of  determining  a
         Year of  Service,  a year of  participation  for  purposes  of  accrued
         benefits, a One-Year Break in Service, and employment commencement date
         (or  reemployment  commencement  date). The provisions of Department of
         Labor regulations ss.2530.200b-2( b) and (c) are incorporated herein by
         reference.

         Hours of Service will be credited for  employment  with all  Affiliated
         Employers and for any  individual  considered  to be a Leased  Employee
         pursuant to Code ss.ss.414(n) or 414(o) and the Regulations thereunder.

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

1.34     "Insurer" means any legal reserve  insurance  company which shall issue
         one or more policies under the Plan.

1.35     "Integration Level" means, for an integrated plan, the amount specified
         by the Employer in the Adoption Agreement.  If the Integration Level is
         based on the Taxable  Wage Base,  and the Taxable Wage Base is amended,
         the Integration Level will be deemed to have been amended.

1.36     "Investment  Manager" means an entity that (a) has the power to manage,
         acquire,  or dispose  of Plan  assets  and (b)  acknowledges  fiduciary
         responsibility  to the Plan in  writing.  Such entity must be a person,
         firm, or  corporation  registered  as an  investment  adviser under the
         Investment Advisers Act of 1940, a bank, or an insurance company.

1.37     "Joint  and  Survivor  Annuity"  means  an  annuity  for the  life of a
         Participant with a survivor  annuity for the life of the  Participant's
         spouse  which is not less than 1/2,  nor greater than the amount of the
         annuity  payable  during  the joint  lives of the  Participant  and the
         Participant's spouse. The Joint and Survivor Annuity will be the amount
         of  benefit  which  can be  purchased  with  the  Participant's  Vested
         interest in the Plan.

1.38     "Key  Employee"  means an Employee as defined in Code ss.416(i) and the
         Regulations thereunder.  Generally, any Employee or former Employee (as
         well as each of their  Beneficiaries)  is  considered a Key Employee if
         they, at any time during the Plan Year that contains the "Determination
         Date" or any of the preceding  four (4) Plan Years,  have been included
         in one of the following categories:

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

                                       6
<PAGE>

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

         (c)      a "five percent  owner" of the Employer.  "Five percent owner"
                  means any person who owns (or is  considered  as owning within
                  the meaning of Code ss.318) more than five percent (5%) of the
                  outstanding  stock of the  Employer or stock  possessing  more
                  than five percent (5%) of the total  combined  voting power of
                  all stock of the Employer or, in the case of an unincorporated
                  business,  any person who owns more than five  percent (5%) of
                  the  capital  or  profits   interest  in  the   Employer.   In
                  determining  percentage  ownership  hereunder,  employers that
                  would otherwise be aggregated  under Code  ss.ss.414(b),  (c),
                  (m) and (o) shall be treated as separate employers.

         (d)      a "one percent  owner" of the  Employer  having an annual "415
                  Compensation"  from the Employer of more than  $150,000.  "One
                  percent  owner" means any person who owns (or is considered as
                  owning within the meaning of Codess.318) more than one percent
                  (1%)  of the  outstanding  stock  of  the  Employer  or  stock
                  possessing  more than one percent  (1%) of the total  combined
                  voting  power of all stock of the  Employer or, in the case of
                  an unincorporated  business, any person who owns more than one
                  percent  (1%)  of  the  capital  or  profits  interest  in the
                  Employer.  In  determining   percentage  ownership  hereunder,
                  employers   that   would   otherwise   be   aggregated   under
                  Codess.ss.414(b),  (c),  (m)  and  (o)  shall  be  treated  as
                  separate   employers.   However,  in  determining  whether  an
                  individual has "415 Compensation" of more than $150,000,  "415
                  Compensation"  from each  employer  required to be  aggregated
                  under  Codess.ss.414(b),  (c), (m) and (o) shall be taken into
                  account.

                  For  purposes  of  this  section,  the  determination  of "415
                  Compensation"  shall be made by  including  amounts that would
                  otherwise  be excluded  from a  Participant's  gross income by
                  reason  of  the  application  of  Code  ss.ss.125,  402(e)(3),
                  402(h)(1)(B) and, in the case of Employer  contributions  made
                  pursuant to a salary reduction agreement, Code ss.403(b).

1.39     "Late Retirement Date" means the date of, or the first day of the month
         or the Anniversary  Date  coinciding with or next following,  whichever
         corresponds  to the  election  made for the Normal  Retirement  Date, a
         Participant's  actual  retirement  after  having  reached  their Normal
         Retirement Date.

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

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

1.41     "Matching  Contributions"  means  contributions made by the Employer to
         the Plan on behalf  of a  Participant  on  account  of a  Participant's
         Elective Deferral Contributions. The Employer may designate at the time
         of contribution that all or a portion of such Matching  Contribution be
         treated as a Qualified Matching Contribution.

         If elected by the Employer in the Adoption Agreement,  the Employer may
         contribute an additional Matching  Contribution for each Participant at
         the end of each Plan Year so that the total Matching  Contribution  for
         each Participant is calculated on an annual basis.

                                       7
<PAGE>

         In the case of a partnership plan, Matching  Contributions on behalf of
         partners are treated as Elective Deferral Contributions pursuant to the
         regulations under Code ss.401(k).

1.42     "Net Profit" means with respect to any Fiscal Year the  Employer's  net
         income or profit for such Fiscal Year  determined upon the basis of the
         Employer's  books of  account in  accordance  with  generally  accepted
         accounting  principles,  without  any  reduction  for taxes  based upon
         income, or for contributions  made by the Employer to this Plan and any
         other  qualified  plan.  In the case of an entity that is a  non-profit
         entity, including a government body, the term Net Profit shall mean the
         entire  amount  of  the  accumulated  or  current   operating   surplus
         (excluding  capital  gains from the sale or  involuntary  conversion of
         capital or business  assets) of the  Employer  after all  expenses  and
         charges  other than (1) the  contribution  made by the  Employer to the
         Plan, and (2) federal,  state, or local taxes based upon or measured by
         income, in accordance with the generally accepted accounting principles
         used by the Employer.

1.43     "Nonelective  Contribution"  means the Employer's  contributions to the
         Plan made in  accordance  with a definite  formula as  specified in the
         Adoption  Agreement.   The  Employer  may  designate  at  the  time  of
         contribution  that the Nonelective  Contribution  shall be treated as a
         Qualified Nonelective Contribution.

1.44     "Non-Highly  Compensated  Participant"  means  any  Participant  who is
         neither a Highly Compensated Employee nor a Family Member.

1.45     "Non-Key  Employee"  means any Employee or former  Employee  (and their
         Beneficiaries) who is not a Key Employee.

1.46     "Normal  Retirement  Age"  means  the  age  specified  in the  Adoption
         Agreement  at which time a  Participant  shall  become  fully Vested in
         their Participant's Account.

1.47     "Normal  Retirement  Date"  means the date  specified  in the  Adoption
         Agreement on which a  Participant  shall become  eligible to have their
         benefits distributed to them.

1.48     "One-Year  Break in Service"  means the applicable  computation  period
         during  which an  Employee  has not  completed  more  than 500 Hours of
         Service  with  the  Employer.   Further,  solely  for  the  purpose  of
         determining  whether a  Participant  has  incurred a One-Year  Break in
         Service, Hours of Service shall be recognized for "authorized leaves of
         absence" and "maternity and paternity leaves of absence."

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

         A  "maternity  or  paternity  leave of absence"  means,  for Plan Years
         beginning  after December 31, 1984, an absence from work for any period
         by reason of the Employee's  pregnancy,  birth of the Employee's child,
         placement of a child with the Employee in connection  with the adoption
         of such child,  or any absence for the purpose of caring for such child
         for a period  immediately  following such birth or placement.  For this
         purpose,  Hours of Service shall be credited for the computation period
         in which the absence  from work  begins,  only if credit  therefore  is
         necessary to prevent the Employee  from  incurring a One-Year  Break in
         Service,   or,  in  any  other  case,  in  the  immediately   following
         computation  period.  The Hours of Service credited for a "maternity or
         paternity  leave of absence"  shall be those which would  normally have
         been  credited  but for such  absence,  or,  in any  case in which  the
         Administrator  is unable to  determine  such hours  normally  credited,
         eight (8) Hours of Service per day. The total Hours of Service required
         to be credited for a "maternity  or paternity  leave of absence"  shall
         not exceed 501.

1.49     "Owner-Employee"  means a sole  proprietor who owns the entire interest
         in the  Employer  or a partner  who owns  more  than 10% of either  the
         capital interest or the profits interest in the Employer.

1.50     "Participant"  means any Eligible Employee who participates in the Plan
         as provided in section 3.2 and has not for any reason become ineligible
         to participate further in the Plan.

1.51     "Participant's Account" means the account established and maintained by
         the  Administrator  for each  Participant  with  respect to their total
         interest under the Plan resulting from:

         (a)      Nonelective  Contributions,  if any, adjusted for any gains or
                  losses;

                                       8
<PAGE>
         (b)      Matching  Contributions,  if any,  adjusted  for any  gains or
                  losses;

         (c)      Elective  Deferral  Contributions,  if any,  adjusted  for any
                  gains or losses;

         (d)      Voluntary  Employee  Contributions,  if any,  adjusted for any
                  gains or losses;

         (e)      Qualified Voluntary Employee  Contributions,  if any, adjusted
                  for any gains or losses;

         (f)      Qualified Nonelective and Qualified Matching Contributions, if
                  any, adjusted for any gains or losses;

         (g)      Rollover  Contributions,  if any,  adjusted  for any  gains or
                  losses.

1.52     "Participant's  Elective  Account"  means the account  established  and
         maintained by the  Administrator  for each  Participant with respect to
         their  total  interest  in  the  Plan  and  Trust  resulting  from  the
         Employer's Elective Deferral Contributions. A separate accounting shall
         be  maintained  with  respect  to  that  portion  of the  Participant's
         Elective Account  attributable to Elective Deferral  Contributions made
         pursuant to section 11.2, Qualified Matching  Contributions if they are
         deemed  to  be  Elective  Deferral  Contributions,  and  any  Qualified
         Nonelective Contributions.

1.53     "Plan" means this instrument  (hereinafter  referred to as Strong Funds
         Defined  Contribution Plan and Trust Basic Plan Document #04) including
         all amendments  thereto,  and the Adoption  Agreement as adopted by the
         Employer.

1.54     "Plan Year" means the  12-consecutive  month  period  specified  by the
         Employer in the Adoption Agreement.

1.55     "Pre-Retirement  Survivor  Annuity" means an immediate  annuity for the
         life of the  Participant's  spouse,  the  payments  under which must be
         equal to the actuarial  equivalent of 100% of the Participant's  Vested
         interest in the Plan as of the date of death.

1.56     "Qualified Matching Contributions" means Matching Contributions made by
         the Employer which are designated as Qualified  Matching  Contributions
         when made, and are subject to the  distribution  and  nonforfeitability
         requirements of Code ss.401(k).

1.57     "Qualified    Nonelective    Contributions"    means   the   Employer's
         contributions to the Plan and allocated to Participants'  accounts that
         the  Participants  may not elect to receive  in cash until  distributed
         from the Plan. The Employer must designate an Employer  Contribution as
         a  Qualified   Nonelective   Contribution  when  made.  Such  Qualified
         Nonelective   Contributions   are  subject  to  the   distribution  and
         nonforfeitability requirements of Code ss.401(k).

1.58     "Qualified Voluntary Employee  Contribution  Account" means the account
         established and maintained by the  Administrator  for each  Participant
         with respect to their total interest under the 8.9 `Plan resulting from
         the   Participant's   tax-deductible   Qualified   Voluntary   Employee
         Contributions made pursuant to section 4.10.

1.59     "Regulation"  means the Income Tax  Regulations  as  promulgated by the
         Secretary of the Treasury or their  delegate,  and as amended from time
         to time.

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

1.61     "Rollover  Contribution"  means an amount representing all or part of a
         distribution  from  a  pension  or  profit  sharing  plan  meeting  the
         requirements  of Code  ss.401(a)  that is eligible for rollover to this
         Plan in  accordance  with the  requirements  set  forth in Code  ss.402
         (including  Direct  Rollovers)  or  Code  ss.408(d)(3),   whichever  is
         applicable.

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

1.63     "Shareholder-Employee"  means a  Participant  who owns  more  than five
         percent (5%) of the  Employer's  outstanding  capital  stock during any
         year in which  the  Employer  elected  to be taxed as a Small  Business
         Corporation  ("subchapter  S-Corporation")  under the  applicable  Code
         section.

                                       9
<PAGE>

1.64     "Short Plan Year" means, if specified in the Adoption  Agreement,  that
         the Plan Year  shall be less than a 12 month  period.  If  chosen,  the
         following  rules shall apply in the  administration  of this Plan.  The
         determination  of whether an Employee  has  completed a Year of Service
         for vesting and  eligibility  purposes shall be made in accordance with
         Department of Labor Regulation  ss.2530.203-2(c).  In addition, if this
         Plan is integrated with Social  Security,  the integration  level shall
         also be  proportionately  reduced  based on the  number  of days in the
         Short Plan Year.

1.65     "Taxable Wage Base" means, with respect to any year, the maximum amount
         of  earnings  which  may  be  considered  wages  for  such  year  under
         Codess.3121(a)(1).

1.66     "Termination of Employment" means a severance of the  Employer-Employee
         relationship  which occurs prior to a Participant's  Normal  Retirement
         Age for any reason  other than Early  Retirement,  Total and  Permanent
         Disability, or death.

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

1.68     "Top Paid Group" shall be determined pursuant to Code ss.414(q) and the
         Regulations  thereunder  and  generally  means  the top 20  percent  of
         Employees who performed services for the Employer during the applicable
         year,  ranked  according  to  the  amount  of  "415  Compensation"  (as
         determined  pursuant to section 1.28) received from the Employer during
         such year.  All Affiliated  Employers  shall be taken into account as a
         single  employer,  and Leased  Employees  shall be treated as Employees
         pursuant  to Code  ss.414(n)  or (o).  Employees  who are  non-resident
         aliens  who  received  no earned  income  (within  the  meaning of Code
         ss.911(d)(2))  from the  Employer  constituting  United  States  source
         income within the meaning of Code ss.861(a)(3)  shall not be treated as
         Employees.  Additionally,  for the purpose of determining the number of
         active Employees in any year, the following  additional Employees shall
         also be excluded, however, such Employees shall still be considered for
         the purpose of  identifying  the  particular  Employees in the Top Paid
         Group:

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

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

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

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


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


                  The  foregoing  exclusions  set forth in this section shall be
                  applied on a uniform and consistent basis for all purposes for
                  which the Code ss.414(q) definition is applicable.

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

1.70     "Trustee"  means the person or entity named in the  Adoption  Agreement
         and any successors.

1.71     "Trust  Fund"  means the assets of the Plan and Trust as the same shall
         exist from time to time.

1.72     "Vested" means the nonforfeitable  portion of any account maintained on
         behalf of a Participant.

1.73     "Voluntary   Employee    Contributions"    means   each   Participant's
         nondeductible voluntary contributions, if any, made pursuant to section
         4.8.

                                       10
<PAGE>

1.74     "Year  of  Service"  means  the  computation   period  of  twelve  (12)
         consecutive months,  herein set forth, and during which an Employee has
         completed at least 1000 Hours of Service.  For purposes of  eligibility
         for participation,  the initial computation period shall begin with the
         date  on  which  the  Employee   first  performs  an  Hour  of  Service
         (employment  commencement date). The computation period beginning after
         a One-Year Break in Service shall be measured from the date on which an
         Employee again performs an Hour of Service. The succeeding  computation
         periods  shall  begin  with the  first  anniversary  of the  Employee's
         employment  commencement date.  However,  if one (1) Year of Service or
         less is required as a condition of eligibility,  then after the initial
         eligibility  computation  period,  the eligibility  computation  period
         shall shift to the current Plan Year which includes the  anniversary of
         the date on which the Employee first  performed an Hour of Service.  An
         Employee  who is  credited  with  1,000  Hours of  Service  in both the
         initial  eligibility  computation  period and the first Plan Year which
         commences  prior to the first  anniversary  of the  Employee's  initial
         eligibility  computation  period  will be  credited  with two  Years of
         Service for purposes of eligibility to participate.


         For vesting purposes, and all other purposes not specifically addressed
         in this  section,  the  computation  period  shall  be the  Plan  Year,
         including  periods  prior  to the  Effective  Date of the  Plan  unless
         specifically excluded pursuant to the Adoption Agreement.


         Years of Service  and breaks in service  will be  measured  on the same
         computation period.


         Years of Service with any  predecessor  Employer which  maintained this
         Plan shall be recognized.  Years of Service with any other  predecessor
         Employer shall be recognized as specified in the Adoption Agreement.


         Years of Service with any Affiliated Employer shall be recognized.

                                   ARTICLE II

                       TOP HEAVY PROVISIONS ADMINISTRATION

2.1      Top Heavy Plan Requirements


         For any  Plan  Year in  which  the Plan is Top  Heavy,  the Plan  shall
         provide the special vesting  requirements of Code ss.416(b) pursuant to
         section 6.4 of the Plan and the special minimum allocation requirements
         of Code ss.416(c) pursuant to section 4.3(i) of the Plan.

2.2      Determination of Top Heavy Status

         (a)      This  Plan  shall  be a Top  Heavy  Plan  for  any  Plan  Year
                  beginning  after  December 31, 1983,  if any of the  following
                  conditions exists:

                  (1)      If the  top-heavy  ratio  for this  Plan  exceeds  60
                           percent  and this  plan is not  part of any  required
                           aggregation group or permissive  aggregation group of
                           plans.

                  (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.

         (b)      Top-heavy ratio means:

                  (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   Codess.416  and  the  regulations

                                       11
<PAGE>

                           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  Codess.416  and the
                           regulations thereunder.

                  (2)      If  the  Employer   maintains  one  or  more  defined
                           contribution plans (including any Simplified Employee
                           Pension  Plan)  and  the  Employer  maintains  or has
                           maintained  one or more defined  benefit  plans which
                           during the 5-year period ending on the  determination
                           date(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 (a)  above,  and the  present  value of  accrued
                           benefits under the aggregated defined benefit plan or
                           plans for all Key  Employees as of the  determination
                           date(s),  and the  denominator of which is the sum of
                           the account  balances  under the  aggregated  defined
                           contribution  plan or  plans  for  all  Participants,
                           determined  in  accordance  with (a)  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 Codess.416 and the regulations  thereunder.  The
                           accrued benefits under a defined benefit plan in both
                           the numerator and  denominator of the top-heavy ratio
                           are  increased  for any  distribution  of an  accrued
                           benefit made in the  five-year  period  ending on the
                           determination date.

                  (3)      For  purposes  of (1)  and (2)  above  the  value  of
                           account  balances  and the  present  value of accrued
                           benefits  will be  determined  as of the most  recent
                           valuation  date  that  falls  within or ends with the
                           12-month  period  ending on the  determination  date,
                           except as provided in Codess.416 and the  regulations
                           thereunder  for the first and second  plan years of a
                           defined  benefit  plan.  The  account   balances  and
                           accrued  benefits of a  Participant  (1) who is not a
                           Key  Employee  but who was a Key  Employee in a prior
                           year,  or (2) who has not been credited with at least
                           one Hour of Service with any Employer maintaining the
                           Plan at any time during the 5-year  period  ending on
                           the  determination  date  will  be  disregarded.  The
                           calculation of the top-heavy ratio, and the extent to
                           which  distributions,  rollovers,  and  transfers are
                           taken into  account will be made in  accordance  with
                           Codess.416 and the regulations thereunder. Deductible
                           employee contributions will not be taken into account
                           for purposes of computing the top-heavy  ratio.  When
                           aggregating  plans the value of account  balances and
                           accrued benefits will be calculated with reference to
                           the  determination  dates  that fall  within the same
                           calendar year.


                  The accrued benefit of a Participant other than a Key Employee
                  shall  be  determined  under  (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 Code ss.411(b)(1)(C).

         (c)      This Plan  shall be a Super  Top Heavy  Plan for any Plan Year
                  beginning  after  December  31,  1983,  in  which,  as of  the
                  Determination  Date, (1) the Present Value of Accrued Benefits
                  of Key Employees and (2) the sum of the Aggregate  Accounts of
                  Key Employees  under this Plan and all plans of an Aggregation
                  Group,  exceeds  ninety  percent (90%) of the Present Value of
                  Accrued  Benefits  and the  Aggregate  Accounts of all Key and
                  Non-Key  Employees  under  this  Plan  and  all  plans  of  an
                  Aggregation Group.

         (d)      "Aggregation Group" means either a Required  Aggregation Group
                  or a Permissive Aggregation Group as hereinafter determined.

                  (1)      Required Aggregation Group: In determining a Required
                           Aggregation  Group hereunder,  each qualified plan of
                           the  Employer,   including  any  Simplified  Employee
                           Pension   Plan,   in  which  a  Key   Employee  is  a
                           participant   in  the  Plan   Year   containing   the
                           Determination  Date or any of the four preceding Plan
                           Years,  and each other qualified plan of the Employer

                                       12
<PAGE>

                           which  enables  any  qualified  plan  in  which a Key
                           Employee  participates  to meet the  requirements  of
                           Code  ss.ss.401(a)(4)  or 410, will be required to be
                           aggregated.  Such group  shall be known as a Required
                           Aggregation Group.


                           In the case of a  Required  Aggregation  Group,  each
                           plan in the group will be considered a Top Heavy Plan
                           if the  Required  Aggregation  Group  is a Top  Heavy
                           Group. No plan in the Required Aggregation Group will
                           be  considered  a Top  Heavy  Plan  if  the  Required
                           Aggregation Group is not a Top Heavy Group.

                  (2)      Permissive  Aggregation  Group: The Employer may also
                           include any other plan of the Employer, including any
                           Simplified  Employee Pension Plan, not required to be
                           included in the Required Aggregation Group,  provided
                           the resulting group, taken as a whole, would continue
                           to satisfy the provisions of Code ss.ss.401(a)(4) and
                           410.  Such  group  shall  be  known  as a  Permissive
                           Aggregation Group.


                           In the case of a Permissive Aggregation Group, only a
                           plan that is part of the Required  Aggregation  Group
                           will be considered a Top Heavy Plan if the Permissive
                           Aggregation  Group is a Top Heavy  Group.  No plan in
                           the Permissive Aggregation Group will be considered a
                           Top Heavy Plan if the Permissive Aggregation Group is
                           not a Top Heavy Group.

                  (3)      Only  those  plans  of  the  Employer  in  which  the
                           Determination  Dates fall  within  the same  calendar
                           year  shall  be  aggregated  in  order  to  determine
                           whether such plans are Top Heavy Plans.

                  (4)      An  Aggregation  Group shall  include any  terminated
                           plan of the Employer if it was maintained  within the
                           last five (5) years ending on the Determination Date.

         (e)      "Determination  Date" means (a) the last day of the  preceding
                  Plan Year, or (b) in the case of the first Plan Year, the last
                  day of such Plan Year.

         (f)      Present  Value of  Accrued  Benefit:  In the case of a defined
                  benefit plan,  the Present  Value of Accrued  Benefit shall be
                  based only on the interest and  mortality  rates  specified in
                  the Adoption Agreement.

         (g)      "Top Heavy Group" means an Aggregation  Group in which,  as of
                  the Determination Date, the sum of:

                  (1)      the  Present   Value  of  Accrued   Benefits  of  Key
                           Employees under all defined benefit plans included in
                           the group, and

                  (2)      the  Aggregate  Accounts of Key  Employees  under all
                           defined  contribution  plans  included  in the  group
                           exceeds   sixty   percent  (60%)  of  a  similar  sum
                           determined for all Participants.

         (h)      "Valuation  Date"  means  the last day of the Plan  Year as of
                  which  account  balances  or Accrued  Benefits  are valued for
                  purposes of calculating the Top Heavy Ratio.

2.3      Powers and Responsibilities of the Employer

         (a)      The  Employer  shall be  empowered  to appoint  and remove the
                  Trustee  and the  Administrator  from time to time as it deems
                  necessary for the proper  administration of the Plan to assure
                  that the Plan is being  operated for the exclusive  benefit of
                  the  Participants  and their  Beneficiaries in accordance with
                  the terms of the Plan, the Code, and the Act.

         (b)      The Employer shall designate one or more  investment  vehicles
                  as  permissible  investments  for the  Trust  Fund.  Each such
                  investment  vehicle shall be either (i) an investment  company
                  registered under the Investment Company Act of 1940, which may
                  be an investment company to which the sponsoring  organization
                  of this Plan,  or an affiliate  thereof,  provides  investment
                  advisory  or other  services,  (ii) a  common,  collective  or
                  pooled  trust  fund  maintained  by the  Trustee,  or  (iii) a
                  separate  investment  fund  maintained  by the Trustee that is
                  invested  primarily  in stock  issued  by the  Employer  or an
                  affiliate  thereof that is readily  tradable on an established
                  securities market and that constitutes a "qualifying  employer
                  security"   (as  defined   inss.407(d)(5)   of  the  Act).  If
                  Participants  are not  authorized  pursuant  to section 4.9 to
                  direct the Trustee as to the  investment  of their  individual

                                       13
<PAGE>

                  accounts,  the  Employer  shall  direct the  Trustee as to the
                  allocation  of the assets of the Trust Fund and  contributions
                  thereto  among  such  designated   investment  vehicles.   The
                  Employer  may also direct  that the Trustee  hold in the Trust
                  Fund insurance  policies or other property  transferred to the
                  Trust Fund from a prior trustee of the Plan or a plan that has
                  been  merged  with the Plan.  The  Plan's  funding  policy and
                  method  shall be that  the  Trust  Fund and all  contributions
                  thereto  shall  be held and  invested  by the  Trustee  in the
                  investment  vehicles  designated  by the Employer and in other
                  property the Trustee is directed to hold by the Employer or an
                  Investment Manager.

         (c)      The Employer  may, in its  discretion,  appoint an  Investment
                  Manager to manage all or a designated portion of the assets of
                  the  Plan.  In  such  event,  the  Trustee  shall  follow  the
                  directive of the Investment Manager in investing the assets of
                  the Plan managed by the Investment Manager.

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

2.4      Designation of Administrative Authority


         The  Employer  shall  appoint one or more  Administrators.  Any person,
         including,  but not limited to, the Employees of the Employer, shall be
         eligible to serve as an  Administrator.  Any person so appointed  shall
         signify  their  acceptance  by  filing  written   acceptance  with  the
         Employer.  An  Administrator  may resign by  delivering  their  written
         resignation  to the  Employer or be removed by the Employer by delivery
         of  written  notice of  removal,  to take  effect  at a date  specified
         therein, or upon delivery to the Administrator if no date is specified.


         The  Employer,  upon the  resignation  or removal of an  Administrator,
         shall promptly  designate in writing a successor to this  position.  If
         the  Employer  does not appoint an  Administrator,  the  Employer  will
         function as the Administrator.

2.5      Allocation and Delegation of Responsibilities


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

2.6      Powers and Duties of the Administrator


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

                                       14
<PAGE>

         The  Administrator  shall be  charged  with the  duties of the  general
         administration  of  the  Plan,  including,  but  not  limited  to,  the
         following:

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

         (b)      to compute,  certify,  and direct the Trustee  with respect to
                  the amount and the kind of benefits  to which any  Participant
                  shall be entitled  hereunder;  (c) to authorize and direct the
                  Trustee  with  respect to all  nondiscretionary  or  otherwise
                  directed disbursements from the Trust Fund;

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

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

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

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

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

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

         (j)      to assist any Participant regarding their rights, benefits, or
                  elections available under the Plan.

2.7      Records and Reports


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

2.8      Appointment of Advisers


         The   Administrator,   or  the   Trustee   with  the   consent  of  the
         Administrator,  may appoint counsel,  specialists,  advisers, and other
         persons  as  the  Administrator  or  the  Trustee  deems  necessary  or
         desirable in connection with the administration of this Plan.

2.9      Information from the Employer


         To enable the  Administrator to perform their  functions,  the Employer
         shall supply full and timely  information to the  Administrator  on all
         matters relating to the Compensation of all  Participants,  their Hours
         of  Service,   their  Years  of  Service,   their  retirement,   death,
         disability,  or  termination of  employment,  and such other  pertinent
         facts as the  Administrator may require;  and the  Administrator  shall
         advise the Trustee of such of the  foregoing  facts as may be pertinent
         to the Trustee's duties under the Plan. The Administrator may rely upon
         such  information as is supplied by the Employer and shall have no duty
         or responsibility to verify such information.

2.10     Payment of Expenses


         All expenses of administration may be paid out of the Trust Fund unless
         paid by the Employer. Such expenses shall include any expenses incident
         to the functioning of the Administrator, including, but not limited to,
         fees of accountants,  counsel,  and other specialists and their agents,
         and other costs of  administering  the Plan.  Until paid,  the expenses
         shall constitute a liability of the Trust Fund.  However,  the Employer
         may reimburse the Trust Fund for any  administration  expense incurred.
         Any  administration  expense paid to the Trust Fund as a  reimbursement
         shall not be considered an Employer contribution.

                                       15
<PAGE>

2.11     Majority Actions


         Except  where  there  has  been  an   allocation   and   delegation  of
         administrative  authority  pursuant  to section  2.5, if there shall be
         more than one  Administrator,  they  shall act by a  majority  of their
         number,  but may  authorize  one or more of them to sign all  papers on
         their behalf.

2.12     Claims Procedure


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

2.13     Claims Review Procedure


         Any Employee,  former Employee,  or Beneficiary of either, who has been
         denied a benefit by a decision of the Administrator pursuant to section
         2.12 shall be  entitled to request the  Administrator  to give  further
         consideration to their claim by filing with the Administrator a written
         request for a hearing. Such request,  together with a written statement
         of the reasons why the claimant believes their claim should be allowed,
         shall  be filed  with the  Administrator  no later  than 60 days  after
         receipt of the written  notification  provided for in section 2.12. The
         Administrator  shall then conduct a hearing within the next 60 days, at
         which the  claimant  may be  represented  by an  attorney  or any other
         representative  of their choosing and expense and at which the claimant
         shall have an  opportunity  to submit  written  and oral  evidence  and
         arguments in support of their claim.  At the hearing (or prior  thereto
         upon five (5) business days written  notice to the  Administrator)  the
         claimant or their  representative  shall have an  opportunity to review
         all  documents  in  the  possession  of  the  Administrator  which  are
         pertinent  to the  claim  at issue  and its  disallowance.  Either  the
         claimant or the  Administrator may cause a court reporter to attend the
         hearing and record the  proceedings.  In such event, a complete written
         transcript of the proceedings shall be furnished to both parties by the
         court  reporter.  The full expense of any such court  reporter and such
         transcripts  shall be borne by the party causing the court  reporter to
         attend the hearing.  A final  decision as to the allowance of the claim
         shall be made by the  Administrator  within 60 days of  receipt  of the
         appeal  (unless  there has been an  extension of 60 days due to special
         circumstances,   provided  the  delay  and  the  special  circumstances
         occasioning it are  communicated to the claimant within the original 60
         day period). Such communication shall be written in a manner calculated
         to be understood by the claimant and shall include specific reasons for
         the decision and specific  references to the pertinent Plan  provisions
         on which the decision is based.

                                   ARTICLE III

                                   ELIGIBILITY

3.1      Conditions of Eligibility


         Any Eligible Employee shall be eligible to participate hereunder on the
         earliest  Plan Entry Date  specified  in the  Adoption  Agreement  upon
         satisfying the requirements specified in the Adoption Agreement.

3.2      Effective Date of Participation


         An Eligible  Employee who has become eligible to be a Participant shall
         become a Participant  effective as of the Plan Entry Date  specified in
         the Adoption Agreement.  In the event an Employee who has satisfied the
         Plan's  eligibility  requirements  and would  otherwise  have  become a
         Participant shall go from a classification of an ineligible Employee to
         an Eligible  Employee,  such Employee  shall become a Participant as of
         the date  they  again  become  an  Eligible  Employee.  In the event an
         Employee who has  satisfied  the Plan's  eligibility  requirements  and
         would otherwise become a Participant  shall go.14 from a classification
         of  an  Eligible  Employee  to  an  ineligible   Employee  and  becomes
         ineligible  to  participate  and has not  incurred a One-Year  Break in
         Service,  such Employee  shall  participate  in the Plan as of the date
         they return to an eligible  class of  Employees.  If such Employee does
         incur a One-Year Break in Service, eligibility will be determined under
         the Break in Service rules of the Plan.

                                       16
<PAGE>

3.3      Determination of Eligibility

         The Administrator  shall determine the eligibility of each Employee for
         participation  in the Plan  based  upon  information  furnished  by the
         Employer.  Such determination  shall be conclusive and binding upon all
         persons,  as long as the same is made pursuant to the Plan and the Act.
         Such determination shall be subject to review per section 2.13.

3.4      Termination of Eligibility


         In the  event  a  Participant  shall  go  from a  classification  of an
         Eligible Employee to an ineligible  Employee,  such Former  Participant
         shall  continue to vest in their  interest in the Plan for each Year of
         Service completed while a ineligible Employee, until such time as their
         Participant's Account shall be forfeited or distributed pursuant to the
         terms of the  Plan.  Additionally,  their  interest  in the Plan  shall
         continue to share in the earnings of the Trust Fund.

3.5      Omission of Eligible Employee


         If,  in any Plan  Year,  any  Employee  who  should  be  included  as a
         Participant  in the Plan is  erroneously  omitted and discovery of such
         omission is not made until after a  contribution  by their Employer for
         the  year  has  been  made,   the  Employer  shall  make  a  subsequent
         contribution,  if necessary after the application of section 4.3(e), so
         that the  omitted  Employee  receives  a total  amount  which  the said
         Employee   would  have  received  had  they  not  been  omitted.   Such
         contribution  shall  be  made  regardless  of  whether  or  not  it  is
         deductible  in whole or in part in any  taxable  year under  applicable
         provisions of the Code.

3.6      Inclusion of Ineligible

         Employee  If, in any Plan  Year,  any  person  who should not have been
         included  as a  Participant  in the Plan is  erroneously  included  and
         discovery  of  such  incorrect  inclusion  is not  made  until  after a
         contribution  for the year has been  made,  the  Employer  shall not be
         entitled  to  recover  the  contribution   made  with  respect  to  the
         ineligible person regardless of whether or not a deduction is allowable
         with  respect  to  such   contribution.   In  such  event,  the  amount
         contributed  with respect to the ineligible  person shall  constitute a
         Forfeiture for the Plan Year in which the discovery is made.

3.7      Election Not to Participate

         An  Employee  may,  subject  to the  approval  of the  Employer,  elect
         voluntarily  not  to  participate  in the  Plan.  The  election  not to
         participate must be communicated to the Employer,  in writing, at least
         thirty (30) days before the beginning of a Plan Year. For  Standardized
         Plans,  a  Participant  or an  Eligible  Employee  may not elect not to
         participate.  Furthermore,  the foregoing  election not to  participate
         shall not be available with respect to partners in a partnership.

3.8      Control of Entities by Owner-Employee

         (a)      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 entities,  this
                  Plan and the plan  established  for other trades or businesses
                  must,   when  looked  at  as  a  single  Plan,   satisfy  Code
                  ss.ss.401(a)  and (d) for the  Employees of this and all other
                  entities.

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

         (c)      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 benefits or  contributions of the employees under the
                  plan of the trades or businesses  which are controlled must be
                  as  favorable  as  those  provided  for  them  under  the most
                  favorable   plan  of  the  trade  or  business  which  is  not
                  controlled.

                                       17
<PAGE>

         (d)      For purposes of the preceding  paragraphs,  an Owner-Employee,
                  or two or more Owner-Employees,  will be considered to control
                  an   entity   if  the   Owner-Employee,   or   two   or   more
                  Owner-Employees together:

                  (1)      own the entire interest in an unincorporated  entity,
                           or

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

         (e)      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 IV

                           CONTRIBUTION AND ALLOCATION

4.1      Formula for Determining Employer's Contribution

         (a)      For a Money Purchase Plan

                  (1)      For  each  Plan  Year,   the   Employer   shall  make
                           contributions on behalf of each Participant  eligible
                           to share in  allocations as specified in the Adoption
                           Agreement   and   section   4.3  of  the  Plan.   All
                           contributions  by the Employer  shall be made in cash
                           or in such  employer  securities  as is acceptable to
                           the Trustee.

                  (2)      If   elected   in   the   non-standardized   Adoption
                           Agreement,  the  Employer  shall  not  contribute  on
                           behalf of a Participant who performs less than a Year
                           of   Service   during   any  Plan   Year,   unless  a
                           contribution is required pursuant to section 4.3(h).

                  (3)      Notwithstanding   the   foregoing,   the   Employer's
                           contribution for any Fiscal Year shall not exceed the
                           maximum  amount  allowable  as  a  deduction  to  the
                           Employer   under  the   provisions  of  Code  ss.404.
                           However,  to the extent  necessary to provide the top
                           heavy minimum allocations,  the Employer shall make a
                           contribution  even if it exceeds the amount  which is
                           deductible under Code ss.404.

         (b)      For a Profit Sharing Plan

                  (1)      For  each  Plan  Year,   the   Employer   shall  make
                           contributions on behalf of each Participant  eligible
                           to share in  allocations as specified in the Adoption
                           Agreement   and   section   4.3  of  the  Plan.   All
                           contributions  by the Employer  shall be made in cash
                           or in such  employer  securities  as is acceptable to
                           the Trustee.  Notwithstanding the foregoing, however,
                           the Employer's contribution for any Fiscal Year shall
                           not  exceed  the  maximum   amount   allowable  as  a
                           deduction to the  Employer  under the  provisions  of
                           Code ss.404.

                  (2)      Except,  however,  to the extent necessary to provide
                           the top heavy minimum allocations, the Employer shall
                           make a  contribution  even if it  exceeds  current or
                           accumulated   Net  Profit  or  the  amount  which  is
                           deductible under Code ss.404.

4.2      Time of Payment of Employer's Contributions


         The Employer shall generally pay to the Trustee its contribution to the
         Plan for each Plan Year within the time  prescribed  by law,  including
         extensions of time, for the filing of the Employer's federal income tax
         return for the Fiscal Year.

4.3      Allocation of Contribution, Forfeitures and Earnings

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

                                       18
<PAGE>

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

                  (1)      For an integrated Plan:

                           (i)      The   Employer's   contribution   shall   be
                                    allocated  to  each  Participant's  Account,
                                    except as provided in section  4.3(f),  in a
                                    dollar  amount  equal  to 5.7% of the sum of
                                    each  Participant's  total Compensation plus
                                    Excess  Compensation.  If the Employer  does
                                    not   contribute   such   amount   for   all
                                    Participants,   each   Participant  will  be
                                    allocated a share of the contribution in the
                                    same    proportion    that    their    total
                                    Compensation   plus   their   total   Excess
                                    Compensation  for the Plan Year bears to the
                                    total  Compensation  plus the  total  Excess
                                    Compensation  of all  Participants  for that
                                    year.


                                    However,  in the case of any Participant who
                                    has exceeded the cumulative permitted limit,
                                    the  allocation  set forth in the  paragraph
                                    above  shall  be  based  on two  times  such
                                    Participant's  total  Compensation,   rather
                                    than   total    Compensation   plus   Excess
                                    Compensation.


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

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

                           (iii)    Except,   however,   if   elected   in   the
                                    non-standardized   Adoption   Agreement,   a
                                    Participant who performs less than a Year of
                                    Service during any Plan Year shall not share
                                    in  the  Employer's  contribution  for  that
                                    year,  unless  a  contribution  is  required
                                    pursuant to section 4.3(h).

                  (2)      For a non-integrated Plan:

                           (i)      The   Employer's   contribution   shall   be
                                    allocated to each  Participant's  Account in
                                    the   same   proportion   that   each   such
                                    Participant's   Compensation  for  the  year
                                    bears  to  the  total  Compensation  of  all
                                    Participants for such year.

                           (ii)     Except,   however,   if   elected   in   the
                                    non-standardized   Adoption   Agreement,   a
                                    Participant who performs less than a Year of
                                    Service during any Plan Year shall not share
                                    in  the  Employer's  contribution  for  that
                                    year,  unless  a  contribution  is  required
                                    pursuant to section 4.3(h).

                  (3)      Overall permitted disparity limits

                           (i)      Annual overall  permitted  disparity  limit:
                                    Notwithstanding  the  preceding  paragraphs,
                                    for any plan  year this  plan  benefits  any
                                    participant   who  benefits   under  another
                                    qualified   plan  or   simplified   employee
                                    pension, as defined in section 408(k) of the
                                    Code,   maintained   by  the  employer  that
                                    provides for permitted disparity (or imputes
                                    disparity),   employer   contributions   and
                                    forfeitures will be allocated to the account
                                    of each  participant  who  either  completes
                                    more than 500 hours of  service  during  the
                                    plan year or who is employed on the last day
                                    of the  plan  year in the  ratio  that  such
                                    participant's  total  compensation  bears to
                                    the total compensation of all participants.

                                       19
<PAGE>

                           (ii)     Cumulative    permitted   disparity   limit:
                                    Effective  for plan  years  beginning  on or
                                    after  January  1,  1995,   the   cumulative
                                    permitted  disparity limit for a participant
                                    is 35 total cumulative  permitted  disparity
                                    years.  Total  cumulative   permitted  years
                                    means the  number of years  credited  to the
                                    participant   for   allocation   or  accrual
                                    purposes   under   this   plan,   any  other
                                    qualified   plan  or   simplified   employee
                                    pension  plan  (whether  or not  terminated)
                                    ever   maintained  by  the   employer.   For
                                    purposes of  determining  the  participant's
                                    cumulative  permitted  disparity  limit, all
                                    years ending in the same  calendar  year are
                                    treated as the same year. If the participant
                                    has not benefited under a defined benefit or
                                    target  benefit plan for any year  beginning
                                    on or after January 1, 1994, the participant
                                    has no cumulative disparity limit.

         (c)      Any earnings or losses (net  appreciation or net depreciation)
                  of the Trust Fund  shall be  allocated  to each  Participant's
                  Account on a daily basis.

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

         (e)      As  of  each  Anniversary   Date,  any  amounts  which  became
                  Forfeitures  since the last  Anniversary  Date shall  first be
                  made  available  to  reinstate  previously  forfeited  account
                  balances of Former  Participants,  if any, in accordance  with
                  section  6.4(g)(2) or be used to satisfy any contribution that
                  may be  required  pursuant  to  section  3.5 and/or  6.9.  The
                  remaining Forfeitures,  if any, shall be treated in accordance
                  with the Adoption Agreement.  Provided,  however,  that in the
                  event the  allocation  of  Forfeitures  provided  herein shall
                  cause the "annual addition" (as defined in section 4.4) to any
                  Participant's  Account to exceed the amount  allowable  by the
                  Code,  the excess  shall be  reallocated  in  accordance  with
                  section   4.5.   Except,    however,   if   elected   in   the
                  non-standardized   Adoption   Agreement,   a  Participant  who
                  performs  less  than a Year of  Service  during  any Plan Year
                  shall not share in the Plan Forfeitures for that year.

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

                  However,  for each Non-Key  Employee who is a Participant in a
                  paired Profit Sharing Plan or 401(k) Profit Sharing Plan and a
                  paired  Money   Purchase   Plan,  the  minimum  3%  allocation
                  specified above shall be provided in the Money Purchase Plan.

                  If this is an  integrated  Plan,  then for any Top Heavy  Plan
                  Year  the  Employer's   contribution  shall  be  allocated  as
                  follows:

                  (1)      An   amount   equal   to  3%   multiplied   by   each
                           Participant's Compensation for the Plan Year shall be
                           allocated  to  each  Participant's  Account.  If  the
                           Employer  does not  contribute  such  amount  for all
                           Participants,  the amount  shall be allocated to each
                           Participant's  Account  in the same  proportion  that
                           their total  Compensation  for the Plan Year bears to
                           the total  Compensation of all  Participants for such
                           year.

                  (2)      The balance of the Employer's  contribution  over the
                           amount allocated under  subparagraph (1) hereof shall
                           be  allocated  to  each  Participant's  Account  in a
                           dollar   amount   equal   to  3%   multiplied   by  a
                           Participant's  Excess  Compensation.  If the Employer
                           does not contribute such amount for all Participants,
                           each  Participant  will be  allocated  a share of the
                           contribution in the same proportion that their Excess
                           Compensation  bears to the total Excess  Compensation
                           of all  Participants  for that year.  For purposes of
                           this  step,  in the case of any  Participant  who has
                           exceeded the cumulative  disparity limit described in
                           section   4.3(b)(3),    such   Participant's    total
                           Compensation  for the Plan  Year  will be taken  into
                           account.

                                       20
<PAGE>

                  (3)      The balance of the Employer's  contribution  over the
                           amount allocated under  subparagraph (2) hereof shall
                           be  allocated  to  each  Participant's  Account  in a
                           dollar amount equal to 2.7%  multiplied by the sum of
                           each  Participant's  total  Compensation  plus Excess
                           Compensation.  If the  Employer  does not  contribute
                           such amount for all  Participants,  each  Participant
                           will be allocated a share of the  contribution in the
                           same  proportion that their total  Compensation  plus
                           their  total  Excess  Compensation  for the Plan Year
                           bears to the total Compensation plus the total Excess
                           Compensation of all  Participants  for that year. For
                           purposes of this step, in the case of any Participant
                           who has exceeded the cumulative  permitted  disparity
                           limit described in section 4.3(b)(3),  two times such
                           Participant's  total  Compensation  for the Plan Year
                           will be taken into account.


                           Regardless   of  the   preceding,   1.3%   shall   be
                           substituted for 2.7% above if Excess  Compensation is
                           based on more  than 20% and less than or equal to 80%
                           of the Taxable Wage Base. If Excess  Compensation  is
                           based on less  than  100%  and  more  than 80% of the
                           Taxable Wage Base, then 2.4% shall be substituted for
                           2.7% above.

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


                           For each  Non-Key  Employee who is a  Participant  in
                           this Plan and another non-paired defined contribution
                           plan  maintained  by the  Employer,  the  minimum  3%
                           allocation  specified  above  shall  be  provided  as
                           specified in the Adoption Agreement.

         (g)      For purposes of the minimum  allocations set forth above,  the
                  percentage  allocated to the Participant's  Account of any Key
                  Employee  shall  be  equal  to the  ratio  of  the  sum of the
                  Employer's  contributions and Forfeitures  allocated on behalf
                  of such Key  Employee  divided by the "415  Compensation"  for
                  such Key Employee.

         (h)      For any Top Heavy Plan Year, the minimum allocations set forth
                  in  this  section  shall  be  allocated  to the  Participant's
                  Account of all Non-Key  Employees who are Participants and who
                  are employed by the Employer on the last day of the Plan Year,
                  including  Non-Key Employees who have (1) failed to complete a
                  Year of  Service;  or (2),  in the case of a cash or  deferred
                  arrangement,  declined to make Elective Deferral Contributions
                  to the Plan.


                  However,  the minimum  allocation  shall be made regardless of
                  any option  selected in the Adoption  Agreement,  and shall be
                  determined without regard to any social security contribution.

         (i)      Notwithstanding  anything herein to the contrary,  in any Plan
                  Year in which  the  Employer  maintains  both  this Plan and a
                  defined   benefit   pension   plan   included  in  a  Required
                  Aggregation  Group which is top heavy,  the Employer shall not
                  be required to provide a Non-Key  Employee  with both the full
                  separate  minimum  defined  benefit  plan benefit and the full
                  separate defined contribution plan allocations.  Therefore, if
                  the Employer  maintains  both a Defined  Benefit and a Defined
                  Contribution  Plan that are a Top Heavy  Group,  the top heavy
                  minimum benefits shall be provided as follows:

                  (1)      If selected in the Adoption Agreement

                           (i)      The  requirements of section 2.1 shall apply
                                    except that each  Non-Key  Employee who is a
                                    Participant  in the Profit  Sharing  Plan or
                                    Money  Purchase  Plan  and  who  is  also  a
                                    Participant  in  the  Defined  Benefit  Plan
                                    shall  receive a minimum  allocation of five
                                    percent  (5%)  of  such  Participant's  "415
                                    Compensation"  from the  applicable  Defined
                                    Contribution Plan(s).

                                       21
<PAGE>

                           (ii)     For   each   Non-Key   Employee   who  is  a
                                    Participant only in the Defined Benefit Plan
                                    the   Employer   will   provide   a  minimum
                                    non-integrated  benefit equal to 2% of their
                                    highest five  consecutive  year average "415
                                    Compensation" for each Year of Service while
                                    a Participant in the Plan, in which the Plan
                                    is top heavy, not to exceed ten.

                           (iii)    For   each   Non-Key   Employee   who  is  a
                                    Participant    only    in    this    Defined
                                    Contribution   Plan,   the  Employer   shall
                                    provide a contribution  equal to 3% of their
                                    "415 Compensation."

                  (2)      If selected in the Adoption Agreement

                           (i)      The minimum allocation  specified in section
                                    4.3(i)(1)(i) shall be 7 1/2% if the Employer
                                    elects in the Adoption  Agreement  for years
                                    in  which  the  Plan is Top  Heavy,  but not
                                    Super Top Heavy.

                           (ii)     The  minimum  benefit  specified  in section
                                    4.3(i)(1)(ii)  shall  be 3% if the  Employer
                                    elects in the Adoption  Agreement  for years
                                    in  which  the  Plan is Top  Heavy,  but not
                                    Super Top Heavy.

                           (iii)    The minimum allocation  specified in section
                                    4.3(i)(1)(iii)  shall be 4% if the  Employer
                                    elects in the Adoption  Agreement  for years
                                    in  which  the  Plan is Top  Heavy,  but not
                                    Super Top Heavy.

         (j)      For the purposes of this section,  "415 Compensation" shall be
                  limited to  $150,000  (adjusted  in such  manner as  permitted
                  under Codess.415(d)).

         (k)      Notwithstanding   anything   herein  to  the   contrary,   any
                  Participant who terminated employment during the Plan Year for
                  reasons other than death, Total and Permanent  Disability,  or
                  retirement  shall or shall not share in the allocations of the
                  Employer's  Contributions  and  Forfeitures as provided in the
                  Adoption Agreement.


                  Notwithstanding the foregoing, if this is a standardized Plan,
                  any such terminated Participant shall share in the allocations
                  as  provided  in  this  section   provided  such   Participant
                  completed more than 500 Hours of Service.

         (l)      Notwithstanding anything herein to the contrary,  Participants
                  terminating   for  reasons  of  death,   Total  and  Permanent
                  Disability,  or retirement  shall share in the  allocations as
                  provided in this section  regardless of whether they completed
                  a Year of Service during the Plan Year.

         (m)      If  a  Former   Participant  is  reemployed   after  five  (5)
                  consecutive One-Year Breaks in Service, then separate accounts
                  shall be maintained as follows:

                  (1)      one account for nonforfeitable  benefits attributable
                           to pre-break service; and

                  (2)      one  account   representing  their  employer  derived
                           account   balance   in  the  Plan   attributable   to
                           post-break service.

4.4      Maximum Annual Additions

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

                                       22
<PAGE>


                    (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 such  Limitation  Year shall be determined
                           on the basis of the Participant's actual compensation
                           for such Limitation Year.


                    (4)    If there is an  excess  amount  pursuant  to  section
                           4.4(a)(3) or section 4.5, the excess will be disposed
                           of as follows:

                           (i)      Any   nondeductible    Voluntary    Employee
                                    Contributions,  to  the  extent  they  would
                                    reduce   the   Excess   Amount,    will   be
                                    distributed to the Participant;

                           (ii)     Any Elective Deferral Contributions,  to the
                                    extent they would reduct the Excess  Amount,
                                    will be distributed to the Participant;

                           (iii)    If, after the  application of  subparagraphs
                                    (i) and (ii), 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;

                           (iv)     If, after the  application of  subparagraphs
                                    (i) and (ii), 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;

                           (v)      If a suspense account is in existence at any
                                    time during a  Limitation  Year  pursuant to
                                    this section, it will not participate in the
                                    allocation of  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.

                  (b)(1)   This  subsection  applies if, in addition to this
                           Plan,  the   Participant  is  covered  under  another
                           qualified   Prototype   defined   contribution   plan
                           maintained by the Employer, or a welfare benefit fund
                           maintained by the Employer,  or an individual medical
                           account  maintained by the Employer,  or a simplified
                           employee  pension  maintained by the Employer,  which
                           provides  Annual  Additions,  during  any  Limitation
                           Year. The Annual Additions which may be credited to a
                           Participant's  accounts  under this Plan for any such
                           Limitation   Year  shall  not   exceed  the   Maximum
                           Permissible  Amount  reduced by the Annual  Additions
                           credited to a Participant's  accounts under the other
                           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

                                       23
<PAGE>

                           respect  to  the  Participant   under  other  defined
                           contribution plans, welfare benefit funds, individual
                           medical  accounts,  and simplified  employee pensions
                           maintained  by the Employer are less than the Maximum
                           Permissible Amount and the Employer contribution that
                           would  otherwise be  contributed  or allocated to the
                           Participant's  accounts  under this Plan would  cause
                           the  Annual  Additions  for  the  Limitation  Year to
                           exceed this  limitation,  the amount  contributed  or
                           allocated   will  be   reduced  so  that  the  Annual
                           Additions  under all such plans and  welfare  benefit
                           funds for the Limitation  Year will equal the Maximum
                           Permissible  Amount.  If the  Annual  Additions  with
                           respect to the  Participant  under such other defined
                           contribution plans, welfare benefit funds, individual
                           medical accounts, and simplified employee pensions in
                           the  aggregate  are  equal  to or  greater  than  the
                           Maximum   Permissible   Amount,  no  amount  will  be
                           contributed or allocated to the Participant's account
                           under this Plan for the Limitation Year.


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


                    (4)    If,  pursuant to section  4.4(b)(2) or section 4.5, a
                           Participant's  Annual  Additions  under this Plan and
                           such other plans would result in an Excess Amount for
                           a Limitation  Year,  the Excess Amount will be deemed
                           to consist of the Annual  Additions  last  allocated,
                           except  that  Annual  Additions   attributable  to  a
                           simplified  employee  pension  will be deemed to have
                           been allocated first, followed by annual additions to
                           a welfare benefit fund or individual medical account,
                           regardless of the actual allocation date.


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

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

                           (ii)     the  ratio  of  (1)  the  Annual   Additions
                                    allocated   to  the   Participant   for  the
                                    Limitation  Year as of such date  under this
                                    Plan  to  (2)  the  total  Annual  Additions
                                    allocated   to  the   Participant   for  the
                                    Limitation  Year as of such date  under this
                                    and  all   the   other   qualified   defined
                                    contribution plans.

                    (6)    Any  Excess  Amount  attributed  to this Plan will be
                           disposed   in  the   manner   described   in  section
                           4.4(a)(4).

         (c)      If the Participant is covered under another  qualified defined
                  contribution  plan  maintained by the Employer  which is not a
                  Master  or  Prototype  Plan,  Annual  Additions  which  may be
                  credited to the Participant's  account under this Plan for any
                  Limitation  Year will be limited in  accordance  with  section
                  4.4(b),  unless the Employer provides other limitations in the
                  Adoption Agreement.

         (d)      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  account under this Plan
                  for any Limitation Year will be limited in accordance with the
                  Limitation on Allocations section of the Adoption Agreement.

                                       24
<PAGE>

                  Except,  however,  if the Plans are standardized paired plans,
                  the  rate of  accrual  in the  defined  benefit  plan  will be
                  reduced to the extent necessary so that the sum of the Defined
                  Contribution  Fraction and Defined Benefit Fraction will equal
                  1.0.

         (e)      For purposes of applying the  limitations of Code ss.415,  the
                  transfer of funds from one qualified plan to another is not an
                  "annual addition." In addition, the following are not Employee
                  contributions  for the purposes of section  4.4(f)(1)(2):  (1)
                  rollover  contributions  (as defined in Code  ss.ss.402(a)(5),
                  403(a)(4),  403(b)(8) and 408(d)(3));  (2) repayments of loans
                  made  to a  Participant  from  the  Plan;  (3)  repayments  of
                  distributions   received  by  an  Employee  pursuant  to  Code
                  ss.411(a)(7)(B)  (cash-outs);  (4) repayments of distributions
                  received  by an  Employee  pursuant  to  Code  ss.411(a)(3)(D)
                  (mandatory contributions); and (5) Employee contributions to a
                  simplified employee pension excludable from gross income under
                  Code ss.408(k)(6).

         (f)      For purposes of this  section,  the  following  terms shall be
                  defined as follows:

                  (1)      Annual   Additions   means  the  sum  credited  to  a
                           Participant's accounts for any Limitation Year of (1)
                           Employer contributions, (2) effective with respect to
                           "limitation years" beginning after December 31, 1986,
                           Employee   contributions,    (3)   forfeitures,   (4)
                           allocations under a simplified employee pension,  (5)
                           amounts  allocated,  after  March  31,  1984,  to  an
                           individual    medical   account,    as   defined   in
                           Codess.415(l)(2),  which  is  part  of a  pension  or
                           annuity  plan  maintained  by the  Employer,  and (6)
                           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
                           Codess.419A(d)(3))  under a welfare  benefit fund (as
                           defined in Codess.419(e)) maintained by the Employer.
                           Except,  however,  the "415 Compensation"  percentage
                           limitation  referred  to in  paragraph  (a)(2)  above
                           shall not apply to: (1) any  contribution for medical
                           benefits  (within the  meaning of  Codess.419A(f)(2))
                           after  separation  from  service  which is  otherwise
                           treated  as an "annual  addition,"  or (2) any amount
                           otherwise  treated  as  an  "annual  addition"  under
                           Codess.415(l)(1).  Notwithstanding the foregoing, for
                           "limitation  years"  beginning  prior to  January  1,
                           1987,  only that  portion of  Employee  contributions
                           equal to the  lesser  of  Employee  contributions  in
                           excess of six percent (6%) of "415  Compensation"  or
                           one-half   of   Employee   contributions   shall   be
                           considered an "annual addition."

                           For this  purpose,  any Excess  Amount  applied under
                           sections  4.4(a)(4) and  4.4(b)(6) in the  Limitation
                           Year  to  reduce  Employer   contributions  shall  be
                           considered Annual Additions for such Limitation Year.

                  (2)      Compensation  means a  Participant's  Compensation as
                           elected in the Adoption  Agreement  and fully defined
                           in Plan  section  1.10.  However,  regardless  of any
                           selection  made  in  the  Adoption  Agreement,   "415
                           Compensation" shall exclude compensation which is not
                           currently   includible  in  the  Participant's  gross
                           income  by  reason   of  the   application   of  Code
                           ss.ss.125,  402(e)(3),  402(h)(1)(B),  or 403(b). For
                           limitation  years  beginning after December 31, 1991,
                           for  purposes of  applying  the  limitations  of this
                           article,  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
                           ss.22(e)(3)  of the  Internal  Revenue  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 and contributions made
                           on behalf of such participant are nonforfeitable when
                           made.

                                       25
<PAGE>

                  (3)      Defined  Benefit  Fraction  means  a  fraction,   the
                           numerator  of which  is the sum of the  Participant's
                           Projected  Annual  Benefits  under  all  the  defined
                           benefit plans (whether or not terminated)  maintained
                           by the Employer,  and the denominator of which is the
                           lesser  of  125  percent  of  the  dollar  limitation
                           determined  for  the   Limitation   Year  under  Code
                           ss.ss.415(b)  and (d) or 140 percent of their Highest
                           Average Compensation  including any adjustments under
                           Code ss.415(b).


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


                           Notwithstanding the foregoing, for any Top Heavy Plan
                           Year,  100 shall be  substituted  for 125  unless the
                           extra  minimum  allocation  is being made pursuant to
                           the  Employer's   election  in  F1  of  the  Adoption
                           Agreement.  However,  for any Plan Year in which this
                           Plan  is  a  Super  Top  Heavy  Plan,  100  shall  be
                           substituted for 125 in any event.

                  (4)      Defined Contribution Dollar Limitation means $30,000,
                           or, if greater,  one-fourth  of the  defined  benefit
                           dollar  limitation set forth in Code  ss.415(b)(1) as
                           in effect for the Limitation Year.

                  (5)      Defined Contribution  Fraction means a fraction,  the
                           numerator of which is the sum of the Annual Additions
                           to the  Participant's  account  under all the defined
                           contribution   plans  (whether  or  not   terminated)
                           maintained  by the  Employer  for the current and all
                           prior   Limitation   Years,   (including  the  Annual
                           Additions    attributable   to   the    Participant's
                           nondeductible Voluntary Employee Contributions to any
                           defined  benefit  plans,  whether or not  terminated,
                           maintained  by the Employer and the annual  additions
                           attributable to all welfare benefit funds, individual
                           medical  accounts,  and simplified  employee pensions
                           maintained by the Employer),  and the  denominator of
                           which is the sum of the maximum aggregate amounts for
                           the current and all prior Limitation Years of Service
                           with the  Employer  (regardless  of whether a defined
                           contribution  plan was  maintained by the  Employer).
                           The maximum  aggregate  amount in any Limitation Year
                           is  the  lesser  of  125   percent  of  the   Defined
                           Contribution  Dollar  Limitation or 35 percent of the
                           Participant's   Compensation   for  such  year.   For
                           Limitation  Years beginning prior to January 1, 1987,
                           the  "annual  addition"  shall not be  recomputed  to
                           treat  all  Employee   contributions   as  an  Annual
                           Addition.

                           If the  Employee was a  Participant  as of the end of
                           the first day of the first  Limitation Year beginning
                           after  December  31,  1986,  in one or  more  defined
                           contribution  plans  maintained by the Employer which
                           were in  existence on May 5, 1986,  the  numerator of
                           this  fraction  will be  adjusted  if the sum of this
                           fraction  and  the  Defined  Benefit  Fraction  would
                           otherwise  exceed  1.0 under the terms of this  Plan.
                           Under the adjustment,  an amount equal to the product
                           of (1) the  excess of the sum of the  fractions  over
                           1.0 times (2) the denominator of this fraction,  will
                           be permanently  subtracted from the numerator of this
                           fraction.  The  adjustment  is  calculated  using the

                                       26
<PAGE>

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

                           Notwithstanding the foregoing, for any Top Heavy Plan
                           Year,  100 shall be  substituted  for 125  unless the
                           extra  minimum  allocation  is being made pursuant to
                           the  Employer's  election in the Adoption  Agreement.
                           However,  for any Plan  Year in which  this Plan is a
                           Super Top Heavy Plan,  100 shall be  substituted  for
                           125 in any event.

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

                  (7)      Excess  Amount means the excess of the  Participant's
                           Annual  Additions  for the  Limitation  Year over the
                           Maximum Permissible Amount.

                  (8)      Highest  Average   Compensation   means  the  average
                           Compensation  for  the  three  consecutive  Years  of
                           Service with the Employer  that  produces the highest
                           average.  A Year of Service  with the Employer is the
                           12  consecutive  month period defined in the Adoption
                           Agreement  which  is used to  determine  Compensation
                           under the Plan.

                  (9)      Limitation  Year  means the  Compensation  Year (a 12
                           consecutive  month period) as elected by the Employer
                           in  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  means a plan the form of
                           which is the  subject of a favorable  opinion  letter
                           from the Internal Revenue Service.

                  (11)     Maximum  Permissible  Amount means the maximum Annual
                           Addition  that may be  contributed  or allocated to a
                           Participant's   account   under   the  plan  for  any
                           Limitation  Year,  which  shall not exceed the lesser
                           of:

                           (i)      the Defined  Contribution Dollar Limitation,
                                    or

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


                                    The Compensation  Limitation  referred to in
                                    (ii) shall not apply to any contribution for
                                    medical benefits (within the meaning of Code
                                    ss.ss.401(h)   or   419A(f)(2))   which   is
                                    otherwise  treated  as  an  annual  addition
                                    under Code ss.ss.415(l)(1) or 419A(d)(2).


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


                  number of months in the short Limitation Year
                  ---------------------------------------------

                  (12)     Projected Annual Benefit means the annual  retirement
                           benefit   (adjusted  to  an  actuarially   equivalent
                           straight life annuity if such benefit is expressed in
                           a  form  other  than  a  straight   life  annuity  or
                           qualified  Joint and  Survivor  Annuity) to which the
                           Participant  would be entitled under the terms of the
                           plan assuming:

                           (i)      the  Participant  will  continue  employment
                                    until Normal Retirement Age (or current age,
                                    if later), and

                                       27
<PAGE>

                           (ii)     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.


                                    For purposes of this section,  straight life
                                    annuity  means an  annuity  payable in equal
                                    installments for the life of the Participant
                                    that  terminates   upon  the   Participant's
                                    death.

4.5      Adjustment for Excessive Annual Additions

         If as a result of the allocation of Forfeitures,  a reasonable error in
         estimating a Participant's annual  Compensation,  a reasonable error in
         determining the amount of Elective Deferral  Contributions  (within the
         meaning  of Code  ss.402(g)(3))  that may be made with  respect  to any
         Participant  under  the  limits  of  section  4.4,  or other  facts and
         circumstances  to which Regulation  1.415-6(b)(6)  shall be applicable,
         the "annual additions" under this Plan would cause the maximum provided
         in section 4.4 to be exceeded, the Administrator shall treat the excess
         in accordance with section 4.4(a)(4).

4.6      Rollover Contributions

         Without regard to the limitations imposed under section 4.4, if elected
         by the  Employer  in the  Adoption  Agreement,  the  Plan  may  receive
         Rollover  Contributions  on behalf of an  Employee,  if the Employee is
         entitled  under  Code   ss.ss.402(c),   403(a)(4),   or   408(d)(3)(A).
         Contributions may be rolled over directly or indirectly, in the form of
         cash,  and may be all or a portion of the funds  eligible for rollover.
         Receipt of Rollover  Contributions  shall be subject to the approval of
         the Plan  Administrator.  Before  approving  the  receipt of a Rollover
         Contribution, the Plan Administrator may request any documents or other
         information  from an Employee  or  opinions  of counsel  which the Plan
         Administrator  deems  necessary  to  establish  that  such  amount is a
         Rollover Contribution.

         If  elected  by  the  Employer  in  the  Adoption  Agreement,  Rollover
         Contributions  may be received  from an employee  who is not  otherwise
         eligible to participate in the Plan.

         Rollover  Contributions may be withdrawn by an Employee pursuant to the
         provisions of the Adoption Agreement and Article VI of the Plan.

4.7      Transfers from Qualified Plans

         If  specified  in the  Adoption  Agreement  and with the consent of the
         Administrator,  amounts may be transferred  from other qualified plans,
         provided that the trust from which such funds are  transferred  permits
         the transfer to be made and the transfer  will not  jeopardize  the tax
         exempt status of the Plan or create  adverse tax  consequences  for the
         Employer.  The  amounts  transferred  shall  be  set  up in a  separate
         account.  Such account shall be fully Vested at all times and shall not
         be subject to forfeiture for any reason.

         Amounts attributable to Elective Deferral  Contributions (as defined in
         Regulation ss.1.401(k)-1(g)(4)),  including amounts treated as Elective
         Deferral  Contributions,  which are transferred from another  qualified
         plan in a plan-to-plan  transfer  shall be subject to the  distribution
         limitations provided for in Regulation ss.1.401(k)-1(d).

         Furthermore,   such  amounts   shall  be   considered   as  part  of  a
         Participant's benefit in determining whether an involuntary cash-out of
         benefits without Participant consent may be made.

         The  Administrator  may direct  that  employee  transfers  made after a
         valuation  date  be  segregated  into  a  separate   account  for  each
         Participant  until such time as the  allocations  pursuant to this Plan
         have been made, at which time they may remain segregated or be invested
         as  part  of  the  general   Trust  Fund,   to  be  determined  by  the
         Administrator.

                                       28
<PAGE>

         Prior to accepting  any  transfers to which this section  applies,  the
         Administrator may require the Employee to establish that the amounts to
         be transferred to this Plan meet the  requirements  of this section and
         may also  require  the  Employee  to  provide  an  opinion  of  counsel
         satisfactory  to the Employer that the amounts to be  transferred  meet
         the requirements of this section.

         Notwithstanding anything herein to the contrary, a transfer directly to
         this Plan from  another  qualified  plan (or a  transaction  having the
         effect  of such a  transfer)  shall  only be  permitted  if it will not
         result in the elimination or reduction of any  "ss.411(d)(6)  protected
         benefit" as described in section 8.1.

         Notwithstanding  any  provision  of this Plan to the  contrary,  to the
         extent  that any  optional  form of benefit  under this Plan  permits a
         distribution prior to the employee's retirement,  death, disability, or
         severance from employment, and prior to plan termination,  the optional
         form of benefit is not available with respect to benefits  attributable
         to  assets   (including  the   post-transfer   earnings   thereon)  and
         liabilities that are transferred, within the meaning of Code ss.414(l),
         to this Plan from a money purchase  pension plan  qualified  under Code
         ss.401(a)  (other  than any  portion of those  assets  and  liabilities
         attributable to voluntary employee contributions).

4.8      Voluntary Employee Contributions

         (a)      If this is an amendment to a Plan that had previously  allowed
                  Voluntary Employee Contributions,  then, except as provided in
                  4.8(b)  below,  this Plan will not accept  Voluntary  Employee
                  Contributions  for Plan Years beginning after the Plan Year in
                  which this Plan is adopted by the Employer.

         (b)      For 401(k) Plans, if elected in the Adoption  Agreement,  each
                  Participant  may, at the discretion of the  Administrator in a
                  nondiscriminatory  manner,  elect to voluntarily  contribute a
                  portion of their compensation earned while a Participant under
                  this Plan.  Such  contributions  shall be paid to the  Trustee
                  within a reasonable  period of time but in no event later than
                  90 days after the receipt of the contribution.

         (c)      The portion of a Participant's  Account  attributable to their
                  Voluntary Employee  Contributions shall be fully Vested at all
                  times and shall not be subject to Forfeiture for any reason.

         (d)      A Participant may elect to withdraw their  Voluntary  Employee
                  Contributions  and the actual earnings thereon pursuant to the
                  provisions  in the  Adoption  Agreement  in a manner  which is
                  consistent  with and satisfies the  provisions of section 6.5,
                  including,   but  not  limited  to,  all  notice  and  consent
                  requirements   of   Codess.ss.411(a)(11)   and   417  and  the
                  Regulations   thereunder.   If  the  Administrator   maintains
                  sub-accounts with respect to Voluntary Employee  Contributions
                  (and  earnings  thereon)  which  were  made  on  or  before  a
                  specified date, a Participant  shall be permitted to designate
                  which sub-account shall be the source for their withdrawal. No
                  Forfeitures  shall occur  solely as a result of an  Employee's
                  withdrawal  of Employee  contributions.  The tax status of any
                  distribution  including Voluntary Employee Contributions shall
                  be governed by Codess.72.

                  In  the  event  a   Participant   has   received   a  hardship
                  distribution  pursuant to Regulation  1.401(k)-1(d)(2)(iii)(B)
                  from  any  plan   maintained  by  the   Employer,   then  such
                  Participant   shall  be  barred  from  making  any   voluntary
                  contributions for a period of twelve (12) months after receipt
                  of the withdrawal or distribution.

         (e)      The   Administrator   may  direct  that   Voluntary   Employee
                  Contributions made after a valuation date be segregated into a
                  separate  account until such time as the allocations  pursuant
                  to this Plan have been  made,  at which  time they may  remain
                  segregated  or be invested as part of the general  Trust Fund,
                  to be  determined  by  the  Administrator.  In  any  event,  a
                  separate  account  will be  maintained  for the  nondeductible
                  Voluntary Employee Contribution of such Participant.

                                       29
<PAGE>

4.9      Directed Investment Account

         (a)      If  elected  in  the  Adoption  Agreement,   each  Participant
                  (including Former Participants,  Beneficiaries,  and Alternate
                  Payees with  account  balances as  indicated  in the  Adoption
                  Agreement)  shall direct the Trustee as to the  investment  of
                  the Participant's  individual  account balances from among the
                  investment  vehicles  designated  by the Employer  pursuant to
                  section  2.3(b).  Any such direction shall be delivered to the
                  Administrator  by the  Participant  at such  time  and in such
                  manner   as  the   Administrator   shall   direct,   and   the
                  Administrator  shall take all actions  necessary  to carry out
                  such   directions.   That   portion  of  the  account  of  any
                  Participant   so  directing  will  be  considered  a  Directed
                  Investment Account.

         (b)      A separate  Directed  Investment  Account shall be established
                  for each Participant who has directed an investment. Transfers
                  between the  Participant's  regular account and their Directed
                  Investment  Account  shall be charged and credited as the case
                  may be to each account.  The Directed Investment Account shall
                  not share in Trust Fund  Earnings,  but it shall be charged or
                  credited as appropriate with the net earnings,  gains,  losses
                  and expenses as well as any  appreciation  or  depreciation in
                  market value attributable to such account.

         (c)      The Administrator  shall establish a procedure,  to be applied
                  in a uniform and nondiscriminatory  manner,  setting forth the
                  permissible  investment options under this section,  how often
                  changes  between  investments  may  be  made,  and  any  other
                  limitations   that  the   Administrator   shall  impose  on  a
                  Participant's  right to direct  investments,  including  those
                  required for compliance  with ERISA  ss.404(c) and regulations
                  promulgated thereunder.

4.10     Qualified Voluntary Employee Contributions

         (a)      If this is an  amendment to a Plan that  previously  permitted
                  deductible voluntary contributions,  then each Participant who
                  made a "Qualified Voluntary Employee  Contribution" within the
                  meaning  of  Code  ss.219(e)(2)  as it  existed  prior  to the
                  enactment  of the Tax  Reform  Act of 1986,  shall  have their
                  contribution held in a separate  Qualified  Voluntary Employee
                  Contribution Account which shall be fully Vested at all times.
                  Such  contributions,  however,  shall not be permitted if they
                  are attributable to taxable years beginning after December 31,
                  1986.

         (b)      A  Participant  may,  upon  written  request  delivered to the
                  Administrator, make withdrawals from their Qualified Voluntary
                  Employee  Contribution Account. Any distribution shall be made
                  in a  manner  which  is  consistent  with  and  satisfies  the
                  provisions of section 6.5, including,  but not limited to, all
                  notice and consent  requirements of Code  ss.ss.411(a)(11) and
                  417 and the Regulations thereunder.

         (c)      At  Normal  Retirement  Date,  or such  other  date  when  the
                  Participant or their  Beneficiary shall be entitled to receive
                  benefits,  the fair market  value of the  Qualified  Voluntary
                  Employee   Contribution  Account  shall  be  used  to  provide
                  additional benefits to the Participant or their Beneficiary.

4.11     Actual Contribution Percentage Tests

         In the event this Plan  previously  provided for voluntary or mandatory
         Employee  contributions,  then,  with  respect to Plan Years  beginning
         after December 31, 1986, such contributions must satisfy the provisions
         of Code ss.401(m) and the Regulations thereunder.

4.12     Integration in More Than One Plan

         If the  Employer  and/or  an  Affiliated  Employer  maintain  qualified
         retirement   plans  integrated  with  Social  Security  such  that  any
         Participant  in this Plan is covered under more than one of such plans,
         then  such  plans  will  be  considered  to be one  plan  and  will  be
         considered  to be integrated  if the extent of the  integration  of all
         such  plans  does  not  exceed  100%.  For  purposes  of the  preceding
         sentence,  the extent of integration of a plan is the ratio,  expressed
         as a percentage,  which the actual benefits, benefit rate, offset rate,
         or employer  contribution  rate,  whatever is applicable under the Plan
         bears  to the  limitation  applicable  to such  Plan.  If the  Employer
         maintains two or more  standardized  paired plans, only one plan may be
         integrated with Social Security.

4.13     Veterans' Reemployment Rights

         Notwithstanding   any   provision   of  this  Plan  to  the   contrary,
         contributions,  benefits,  and service credit with respect to qualified
         military service will be provided in accordance with Code ss.414(u).

                                       30
<PAGE>

                                   ARTICLE V

                                   VALUATIONS

5.1      Valuation of the Trust Fund


         The  Administrator  shall  direct the Trustee,  as of each  Anniversary
         Date,  and  at  such  other  date  or  dates  deemed  necessary  by the
         Administrator,  herein  called  "valuation  date," to determine the net
         worth of the  assets  comprising  the  Trust  Fund as it  exists on the
         "valuation  date." In  determining  such net worth,  the Trustee  shall
         value the assets  comprising  the Trust Fund at their fair market value
         as of the "valuation  date" and shall deduct all expenses for which the
         Trustee has not yet  obtained  reimbursement  from the  Employer or the
         Trust Fund.

5.2      Method of Valuation

         In  determining  the fair market value of securities  held in the Trust
         Fund which are listed on a registered stock exchange, the Administrator
         shall direct the Trustee to value the same at the prices they were last
         traded  on  such  exchange  preceding  the  close  of  business  on the
         "valuation  date." If such securities were not traded on the "valuation
         date," or if the  exchange  on which  they are  traded was not open for
         business on the "valuation  date," then the securities  shall be valued
         at the prices at which they were last  traded  prior to the  "valuation
         date." Any unlisted  security held in the Trust Fund shall be valued at
         its bid price next  preceding  the close of business on the  "valuation
         date," which bid price shall be obtained from a registered broker or an
         investment banker. In determining the fair market value of assets other
         than  securities  for which trading or bid prices can be obtained,  the
         Trustee may appraise such assets itself,  or in its discretion,  employ
         one or  more  appraisers  for  that  purpose  and  rely  on the  values
         established by such appraiser or appraisers.

                                   ARTICLE VI

                   DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1      Determination of Benefits Upon Retirement

         Every  Participant may terminate their employment with the Employer and
         retire for the purposes hereof on or after their Normal Retirement Date
         or Early  Retirement  Date.  Upon such Normal  Retirement Date or Early
         Retirement  Date, all amounts  credited to such  Participant's  Account
         shall become  distributable.  However,  a Participant  may postpone the
         termination of their  employment  with the Employer to a later date, in
         which  event  the  participation  of  such  Participant  in  the  Plan,
         including  the right to receive  allocations  pursuant to section  4.3,
         shall continue until their Late  Retirement  Date. Upon a Participant's
         Retirement  Date,  or  as  soon  thereafter  as  is  practicable,   the
         Administrator  shall direct the distribution of all amounts credited to
         such Participant's Account in accordance with section 6.5.

6.2      Determination of Benefits Upon Death

         (a)      Upon the death of a Participant  before their  Retirement Date
                  or other termination of their employment, all amounts credited
                  to such  Participant's  Account shall become fully Vested. The
                  Administrator  shall direct, in accordance with the provisions
                  of sections  6.6 and 6.7,  the  distribution  of the  deceased
                  Participant's accounts to the Participant's Beneficiary.

         (b)      Upon  the  death of a Former  Participant,  the  Administrator
                  shall direct,  in accordance  with the  provisions of sections
                  6.6  and  6.7,  the  distribution  of  any  remaining  amounts
                  credited to the accounts of such deceased  Former  Participant
                  to such Former Participant's Beneficiary.

         (c)      The  Administrator  may require such proper proof of death and
                  such evidence of the right of any person to receive payment of
                  the value of the account of a deceased  Participant  or Former
                  Participant  as the  Administrator  may  deem  desirable.  The
                  Administrator's determination of death and of the right of any
                  person to receive payment shall be conclusive.

         (d)      Unless otherwise  elected in the manner  prescribed in section
                  6.6, the Beneficiary of the  Pre-Retirement  Survivor  Annuity
                  shall  be  the  Participant's  spouse.  Except,  however,  the
                  Participant  may  designate  a  Beneficiary  other  than their
                  spouse for the Pre-Retirement Survivor Annuity if:

                  (1)      the  Participant and their spouse have validly waived
                           the  Pre-Retirement  Survivor  Annuity  in the manner
                           prescribed  in section 6.6, and the spouse has waived
                           their right to be the Participant's Beneficiary, or

                  (2)      the  Participant  is  legally  separated  or has been
                           abandoned  (within  the meaning of local law) and the
                           Participant  has a court  order to such  effect  (and
                           there is no "qualified  domestic  relations order" as
                           defined in Code ss.414(p) which provides  otherwise),
                           or

                                       31
<PAGE>

                  (3)      the Participant has no spouse, or

                  (4)      the spouse cannot be located.

                           In such event, the designation of a Beneficiary shall
                           be made on a form satisfactory to the  Administrator.
                           A   Participant   may  at  any  time   revoke   their
                           designation   of  a   Beneficiary   or  change  their
                           Beneficiary   by  filing   written   notice  of  such
                           revocation or change with the Administrator. However,
                           the  Participant's   spouse  must  again  consent  in
                           writing  to any  change  in  Beneficiary  unless  the
                           original consent acknowledged that the spouse had the
                           right to limit consent only to a specific Beneficiary
                           and that the spouse voluntarily elected to relinquish
                           such  right.  In the  event no valid  designation  of
                           Beneficiary  exists at the time of the  Participant's
                           death,  the death  benefit  shall be payable to their
                           estate.

         (e)      If  the  Plan   provides  an  insured   death  benefit  and  a
                  Participant  dies before any insurance  coverage to which they
                  are entitled  under the Plan is effected,  their death benefit
                  from such insurance  coverage shall be limited to the standard
                  rated  premium  which  was or  should  have been used for such
                  purpose.

         (f)      In the event of any  conflict  between  the terms of this Plan
                  and the  terms  of any  Contract  issued  hereunder,  the Plan
                  provisions shall control.

6.3      Determination of Benefits in Event of Disability

         In the event of a Participant's Total and Permanent Disability prior to
         their  Retirement Date or other  termination of their  employment,  all
         amounts  credited to such  Participant's  Account  shall  become  fully
         Vested. In the event of a Participant's Total and Permanent Disability,
         the  Administrator,  in accordance  with the provisions of sections 6.5
         and 6.7,  shall  direct the  distribution  to such  Participant  of all
         amounts  credited  to such  Participant's  Account  as though  they had
         retired.

6.4      Determination of Benefits Upon Termination

         (a)      On or before the  Anniversary  Date, or other  valuation date,
                  coinciding   with  or  subsequent  to  the  termination  of  a
                  Participant's employment for any reason other than retirement,
                  death, or Total and Permanent  Disability,  the  Administrator
                  may  direct  that the  amount of the  Vested  portion  of such
                  Terminated  Participant's  Account be segregated  and invested
                  separately. In the event the Vested portion of a Participant's
                  Account  is not  segregated,  the  amount  shall  remain  in a
                  separate  account  for the  Terminated  Participant  and shall
                  share in gains and losses until such time as a distribution is
                  made to the Terminated Participant.  The amount of the portion
                  of  the  Participant's  Account  which  is not  Vested  may be
                  credited to a separate  account  (which  will always  share in
                  gains and  losses  of the Trust  Fund) and at such time as the
                  amount  becomes a  Forfeiture  shall be treated in  accordance
                  with the provisions of the Plan regarding Forfeitures.

                  Regardless of whether distributions in-kind are permitted,  in
                  the  event  that  the  amount  of the  Vested  portion  of the
                  Terminated  Participant's  Account  equals or exceeds the fair
                  market value of any insurance Contracts,  the Trustee, when so
                  directed by the  Administrator and agreed to by the Terminated
                  Participant,  shall  assign,  transfer,  and set  over to such
                  Terminated  Participant  all  Contracts  on their life in such
                  form or with such endorsements, so that the settlement options
                  and forms of payment are  consistent  with the  provisions  of
                  section  6.5. In the event that the  Terminated  Participant's
                  Vested  portion  does not at least equal the fair market value
                  of the Contracts,  if any, the Terminated  Participant may pay
                  over to the  Trustee  the sum needed to make the  distribution
                  equal  to  the  value  of  the  Contracts  being  assigned  or
                  transferred,  or the  Trustee,  pursuant to the  Participant's
                  election,  may borrow the cash value of the Contracts from the
                  Insurer  so that the  value of the  Contracts  is equal to the
                  Vested  portion of the  Terminated  Participant's  Account and
                  then assign the Contracts to the Terminated Participant.

                  Distribution  of the  funds  due to a  Terminated  Participant
                  shall be made on the occurrence of an event which would result
                  in the distribution had the Terminated Participant remained in
                  the  employ of the  Employer  (upon the  Participant's  death,
                  Total and Permanent  Disability,  Early or Normal Retirement).
                  However, at the election of the Participant, the Administrator
                  shall direct that the entire Vested  portion of the Terminated
                  Participant's   Account  to  be  payable  to  such  Terminated

                                       32
<PAGE>

                  Participant provided the conditions,  if any, set forth in the
                  Adoption Agreement have been satisfied. Any distribution under
                  this  paragraph  shall be made in a manner which is consistent
                  with and  satisfies the  provisions of section 6.5,  including
                  but not limited to all notice and consent requirements of Code
                  ss.ss.411(a)(11) and 417 and the Regulations thereunder.

                  Notwithstanding  the  above,  if  the  value  of a  Terminated
                  Participant's  Vested benefit does not exceed, and at the time
                  of any prior  distribution,  has never  exceeded  $3,500,  the
                  Administrator  shall direct that the entire Vested  benefit be
                  paid to such  Participant in a single lump-sum  without regard
                  to the consent of the Participant or the Participant's spouse.

         (b)      The Vested  portion of any  Participant's  Account  shall be a
                  percentage  of such  Participant's  Account  determined on the
                  basis  of  the  Participant's   number  of  Years  of  Service
                  according  to the vesting  schedule  specified in the Adoption
                  Agreement.

         (c)      For any Top Heavy  Plan  Year,  one of the  minimum  top heavy
                  vesting  schedules  as elected by the Employer in the Adoption
                  Agreement  will  automatically  apply to the Plan. The minimum
                  top heavy vesting  schedule applies to all benefits within the
                  meaning  of  Codess.411(a)(7)  except  those  attributable  to
                  Employee contributions,  including benefits accrued before the
                  effective date of Codess.416  and benefits  accrued before the
                  Plan became top heavy. Further, no decrease in a Participant's
                  Vested  percentage may occur in the event the Plan's status as
                  top heavy  changes for any Plan Year.  However,  this  section
                  does not apply to the  account  balances of any  Employee  who
                  does not have an Hour of Service  after the Plan has initially
                  become top heavy and the Vested  percentage of such Employee's
                  Participant's  Account shall be determined  without  regard to
                  this section 6.4(c).

                  If in any  subsequent  Plan Year,  the Plan ceases to be a Top
                  Heavy  Plan,  the  Administrator  shall  continue  to use  the
                  vesting schedule in effect while the Plan was a Top Heavy Plan
                  for each  Employee  who had an Hour of  Service  during a Plan
                  Year when the Plan was Top Heavy.

         (d)      Notwithstanding   the  vesting   provisions  above,  upon  the
                  complete discontinuance of the Employer's contributions to the
                  Plan or upon any full or partial  termination of the Plan, all
                  amounts  credited to the account of any  affected  Participant
                  shall become 100% Vested and shall not  thereafter  be subject
                  to Forfeiture.

         (e)      If this is an amended or restated Plan,  then  notwithstanding
                  the vesting schedule specified in the Adoption Agreement,  the
                  Vested percentage of a Participant's Account shall not be less
                  than the  Vested  percentage  attained  as of the later of the
                  effective   date  or  adoption  date  of  this  amendment  and
                  restatement. The computation of a Participant's nonforfeitable
                  percentage of their  interest in the Plan shall not be reduced
                  as the  result of any  direct or  indirect  amendment  to this
                  Article, or due to changes in the Plan's status as a Top Heavy
                  Plan.

         (f)      If the Plan's vesting  schedule is amended,  or if the Plan is
                  amended in any way that  directly  or  indirectly  affects the
                  computation of the Participant's  nonforfeitable percentage or
                  if the Plan is deemed amended by an automatic  change to a top
                  heavy vesting  schedule,  then each  Participant with at least
                  three (3) Years of  Service as of the  expiration  date of the
                  election  period  may  elect  to  have  their   nonforfeitable
                  percentage  computed  under  the Plan  without  regard to such
                  amendment or change. For Participants who do not have at least
                  one (1) Hour of  Service  in any  Plan  Year  beginning  after
                  December 31, 1988, the preceding  sentence shall be applied by
                  substituting  "five (5) Years of Service" for "three (3) Years
                  of Service)  where such  language  appears.  If a  Participant
                  fails to make such election,  then such  Participant  shall be
                  subject  to  the  new  vesting  schedule.   The  Participant's
                  election  period shall  commence on the  adoption  date of the
                  amendment and shall end 60 days after the latest of:

                  (1)      the adoption date of the amendment,

                  (2)      the effective date of the amendment, or

                  (3)      the date the Participant  receives  written notice of
                           the amendment from the Employer or Administrator.

                                       33
<PAGE>

         (g)      (1)      If any Former  Participant shall be reemployed by the
                           Employer  before a One-Year Break in Service  occurs,
                           they shall continue to participate in the Plan in the
                           same manner as if such termination had not occurred.

                  (2)      If an employee  receives a  distribution  pursuant to
                           this  section  and the  employee  resumes  employment
                           covered    under    this   plan,    the    employee's
                           employer-derived  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 five (5) years after the first
                           date  on  which  the   participant  is   subsequently
                           re-employed   by  the  employer,   or  the  date  the
                           participant  incurs  five  (5)  consecutive  One-Year
                           Breaks  in   Service   following   the  date  of  the
                           distribution.  If a non-Vested Former Participant was
                           deemed  to have  received  a  distribution  and  such
                           Former  Participant  is  reemployed  by the  Employer
                           before  five  (5)  consecutive   One-Year  Breaks  in
                           Service, then such Participant will be deemed to have
                           repaid  the  deemed  distribution  as of the  date of
                           reemployment.

                  (3)      If any  Former  Participant  is  reemployed  after  a
                           One-Year  Break in  Service  has  occurred,  Years of
                           Service shall include Years of Service prior to their
                           One-Year  Break in Service  subject to the  following
                           rules:

                           (i)      Any  Former  Participant  who under the Plan
                                    does not have a nonforfeitable  right to any
                                    interest in the Plan resulting from Employer
                                    contributions  shall  lose  credits if their
                                    consecutive One-Year Breaks in Service equal
                                    or exceed the greater of (A) five (5) or (B)
                                    the  aggregate  number  of  their  pre-break
                                    Years of Service;

                           (ii)     After five (5)  consecutive  One-Year Breaks
                                    in Service,  a Former  Participant's  Vested
                                    Account  balance  attributable  to pre-break
                                    service  shall not be  increased as a result
                                    of  post-break  service.  Separate  accounts
                                    shall be  maintained  for the  Participant's
                                    pre-break  and  post-break  Employer-derived
                                    account balances.  Both accounts shall share
                                    in the earnings and losses of the fund;

                           (iii)    A Former  Participant  who is reemployed and
                                    who has  not  had  their  Years  of  Service
                                    before   a   One-Year   Break   in   Service
                                    disregarded  pursuant  to (i)  above,  shall
                                    participate  in the Plan as of their date of
                                    reemployment;

                           (iv)     If a Former Participant  completes a Year of
                                    Service   (a   One-Year   Break  in  Service
                                    previously occurred,  but employment had not
                                    terminated),  they shall  participate in the
                                    Plan retroactively from the first day of the
                                    Plan Year during which they complete one (1)
                                    Year of Service.

                           (h)      In determining Years of Service for purposes
                                    of vesting under the Plan,  Years of Service
                                    shall  be  excluded  as   specified  in  the
                                    Adoption Agreement.

6.5      Distribution of Benefits

         (a)      (1)      Unless   otherwise   elected  as  provided  below,  a
                           Participant  who is married on the "annuity  starting
                           date"  and who  does  not  die  before  the  "annuity
                           starting  date"  shall  receive  the  value of all of
                           their  benefits  in the form of a Joint and  Survivor
                           Annuity. The Joint and Survivor Annuity is an annuity
                           that  commences  immediately  and  shall  be equal in
                           value  to a  single  life  annuity.  Such  joint  and
                           survivor benefits  following the Participant's  death
                           shall  continue  to the spouse  during  the  spouse's
                           lifetime  at a rate equal to 50% of the rate at which
                           such benefits were payable to the  Participant.  This
                           Joint and Survivor  Annuity shall be  considered  the
                           designated  qualified Joint and Survivor  Annuity and
                           automatic  form of payment  for the  purposes of this

                                       34
<PAGE>

                           Plan. However, the Participant may elect to receive a
                           smaller annuity benefit with continuation of payments
                           to the spouse at a rate of seventy-five percent (75%)
                           or one hundred  percent (100%) of the rate payable to
                           a Participant during their lifetime which alternative
                           Joint and Survivor Annuity shall be equal in value to
                           the  automatic  Joint and 50%  Survivor  Annuity.  An
                           unmarried  Participant  shall  receive  the  value of
                           their  benefit  in the form of a life  annuity.  Such
                           unmarried Participant,  however, may elect in writing
                           to waive the life  annuity.  The election must comply
                           with the  provisions of this section as if it were an
                           election to waive the Joint and Survivor Annuity by a
                           married Participant,  but without the spousal consent
                           requirement.  The  Participant  may elect to have any
                           annuity provided for in this section distributed upon
                           the attainment of the "earliest retirement age" under
                           the  Plan.  The  "earliest  retirement  age"  is  the
                           earliest   date  on  which,   under  the  Plan,   the
                           Participant   could   elect  to  receive   retirement
                           benefits.

                  (2)      Any election to waive the Joint and Survivor  Annuity
                           must be made by the Participant in writing during the
                           election   period   and  be   consented   to  by  the
                           Participant's   spouse.  If  the  spouse  is  legally
                           incompetent  to  give  consent,  the  spouse's  legal
                           guardian,  even if such guardian is the  Participant,
                           may give  consent.  Such election  shall  designate a
                           Beneficiary  (or a form of benefits)  that may not be
                           changed  without  spousal consent (unless the consent
                           of the spouse expressly  permits  designations by the
                           Participant   without  the   requirement  of  further
                           consent by the spouse).  Such spouse's  consent shall
                           be  irrevocable  and must  acknowledge  the effect of
                           such   election   and   be   witnessed   by  a   Plan
                           representative or a notary public. Such consent shall
                           not  be  required  if  it  is   established   to  the
                           satisfaction of the  Administrator  that the required
                           consent  cannot  be  obtained  because  there  is  no
                           spouse,  the  spouse  cannot  be  located,  or  other
                           circumstances  that may be prescribed by Regulations.
                           The election made by the Participant and consented to
                           by their spouse may be revoked by the  Participant in
                           writing without the consent of the spouse at any time
                           during the election period. The number of revocations
                           shall not be limited.  Any new  election  must comply
                           with the  requirements  of this  paragraph.  A former
                           spouse's waiver shall not be binding on a new spouse.

                  (3)      The  election  period to waive the Joint and Survivor
                           Annuity  shall  be the 90 day  period  ending  on the
                           "annuity starting date."

                  (4)      For  purposes of this  section and section  6.6,  the
                           "annuity  starting  date"  means the first day of the
                           first  period  for  which  an  amount  is  paid as an
                           annuity,  or, in the case of a benefit not payable in
                           the form of an  annuity,  the  first day on which all
                           events have occurred which  entitles the  Participant
                           to such benefit.

                  (5)      With regard to the election,  the Administrator shall
                           provide to the  Participant  no less than 30 days and
                           no more than 90 days  before  the  "annuity  starting
                           date" a written explanation of:

                           (i)      the  terms and  conditions  of the Joint and
                                    Survivor Annuity, and

                           (ii)     the  Participant's  right  to  make  and the
                                    effect of an election to waive the Joint and
                                    Survivor Annuity, and

                           (iii)    the  right of the  Participant's  spouse  to
                                    consent to any  election  to waive the Joint
                                    and Survivor Annuity, and

                           (iv)     the right of the  Participant to revoke such
                                    election, and the effect of such revocation.

                                       35
<PAGE>

         (b)      In the event a married  Participant  duly  elects  pursuant to
                  paragraph  (a)(2)  above not to receive  their  benefit in the
                  form of a Joint and Survivor  Annuity,  or if such Participant
                  is  not  married,   in  the  form  of  a  life  annuity,   the
                  Administrator,  pursuant to the  election of the  Participant,
                  shall  direct  the  distribution  to a  Participant  or  their
                  Beneficiary  any amount to which they are  entitled  under the
                  Plan  in one  or  more  of the  following  methods  which  are
                  permitted pursuant to the Adoption Agreement:

                  (1)      A single-sum payment in cash or in property;

                  (2)      Payments over a period certain in monthly, quarterly,
                           semiannual, or annual cash installments.  In order to
                           provide such installment payments,  the Administrator
                           may direct  that the  Participant's  interest  in the
                           Plan be segregated and invested separately,  and that
                           the funds in the  segregated  account be used for the
                           payment of the  installments.  The period  over which
                           such  payment is to be made  shall not extend  beyond
                           the  Participant's   life  expectancy  (or  the  life
                           expectancy of the  Participant  and their  designated
                           Beneficiary);

                  (3)      Purchase of or  providing an annuity.  However,  such
                           annuity may not be in any form that will  provide for
                           payments  over a period  extending  beyond either the
                           life  of  the   Participant  (or  the  lives  of  the
                           Participant and their designated  Beneficiary) or the
                           life  expectancy  of the  Participant  (or  the  life
                           expectancy of the  Participant  and their  designated
                           Beneficiary).

         (c)      The  present  value  of a  Participant's  Joint  and  Survivor
                  Annuity may not be paid without their  written  consent if the
                  value  exceeds,  or has ever exceeded at the time of any prior
                  distribution,  $3,500.  Further,  the spouse of a  Participant
                  must consent in writing to any immediate distribution.  If the
                  value of the  Participant's  Vested  benefit  does not  exceed
                  $3,500 and has never exceeded  $3,500 at the time of any prior
                  distribution,  the  Administrator  may immediately  distribute
                  such benefit without such  Participant's or spouse's  consent.
                  Any written  consent  required  under this  paragraph  must be
                  obtained  not more  than 90 days  before  commencement  of the
                  distribution  and  shall be made in a manner  consistent  with
                  section 6.5(a)(2) and section 6.5(d).

         (d)      Any  distribution  to a  Participant  who has a benefit  which
                  exceeds,  or has  ever  exceeded  at  the  time  of any  prior
                  distribution,  $3,500 shall require such Participant's consent
                  if such  distribution  commences  prior to the  later of their
                  Normal  Retirement Age or age 62. With regard to this required
                  consent:

                  (1)      No consent shall be valid unless the  Participant has
                           received  a  general   description  of  the  material
                           features and an explanation of the relative values of
                           the  optional  forms of benefit  available  under the
                           Plan that would  satisfy the notice  requirements  of
                           Code ss.417.

                  (2)      The  Participant  must be  informed of their right to
                           defer receipt of the  distribution.  If a Participant
                           fails to  consent,  it shall be deemed an election to
                           defer the  commencement  of payment  of any  benefit.
                           However,   any  election  to  defer  the  receipt  of
                           benefits    shall   not   apply   with   respect   to
                           distributions   which  are  required   under  section
                           6.5(e).

                  (3)      Notice of the rights  specified  under this paragraph
                           shall be  provided  no less  than 30 days and no more
                           than 90 days before the "annuity  starting date."

                  (4)      Written   consent   of   the   Participant   to   the
                           distribution  must not be made before the Participant
                           receives the notice and must not be made more than 90
                           days before the "annuity starting date."

                  (5)      No consent shall be valid if a significant  detriment
                           is imposed under the Plan on any Participant who does
                           not consent to the distribution.

         (e)      Notwithstanding any provision in the Plan to the contrary, the
                  distribution  of a  Participant's  benefits,  made on or after
                  January  1,  1985,  whether  under  the  Plan or  through  the
                  purchase of an annuity  Contract,  shall be made in accordance
                  with the following  requirements  and shall  otherwise  comply
                  with  Code   ss.401(a)(9)   and  the  Regulations   thereunder
                  (including Regulation ss.1.401(a)(9)-2):

                  (1)      A Participant's benefits shall be distributed to them
                           not  later  than  April  1st  of  the  calendar  year
                           following the later of (i) the calendar year in which
                           the  Participant   attains  age  70  1/2or  (ii)  the
                           calendar  year  in  which  the  Participant  retires,

                                       36
<PAGE>

                           provided,  however,  that this  clause (ii) shall not
                           apply in the case of a Participant who is a "five (5)
                           percent  owner" at any time  during the five (5) Plan
                           Year period ending in the calendar year in which they
                           attain age 70 1/2or, in the case of a Participant who
                           becomes  a  "five  (5)  percent   owner"  during  any
                           subsequent  Plan  Year,  clause  (ii) shall no longer
                           apply and the  required  beginning  date shall be the
                           April 1st of the calendar year following the calendar
                           year  in  which  such   subsequent  Plan  Year  ends.
                           Alternatively,  distributions  to a Participant  must
                           begin  no  later  than the  applicable  April  1st as
                           determined  under the preceding  sentence and must be
                           made over the life of the  Participant  (or the lives
                           of the Participant and the  Participant's  designated
                           Beneficiary)  or, if benefits are paid in the form of
                           a Joint and Survivor Annuity,  the life expectancy of
                           the  Participant  (or the  life  expectancies  of the
                           Participant  and  their  designated  Beneficiary)  in
                           accordance with Regulations. For Plan Years beginning
                           after December 31, 1988,  clause (ii) above shall not
                           apply to any  Participant  unless the Participant had
                           attained age 70 1/2before January 1, 1988 and was not
                           a "five (5)  percent  owner" at any time  during  the
                           Plan Year ending with or within the calendar  year in
                           which  the  Participant  attained  age 66  1/2or  any
                           subsequent Plan Year.

                  (2)      Distributions    to   a    Participant    and   their
                           Beneficiaries  shall only be made in accordance  with
                           the  incidental  death benefit  requirements  of Code
                           ss.401(a)(9)(G) and the Regulations thereunder.

                           Additionally,  for calendar  years  beginning  before
                           1989,   distributions  may  also  be  made  under  an
                           alternative  method  which  provides  that  the  then
                           present  value of the  payments  to be made  over the
                           period of the Participant's  life expectancy  exceeds
                           fifty  percent (50%) of the then present value of the
                           total  payments  to be  made to the  Participant  and
                           their Beneficiaries.

         (f)      For  purposes  of  this  section,  the  life  expectancy  of a
                  Participant and a Participant's spouse (other than in the case
                  of  a  life  annuity)  shall  be   redetermined   annually  in
                  accordance  with  Regulations  if  permitted  pursuant  to the
                  Adoption  Agreement.  If the Participant or the  Participant's
                  spouse may elect whether recalculations will be made, then the
                  election,  once made, shall be irrevocable.  If no election is
                  made by the time  distributions  must commence,  then the life
                  expectancy of the  Participant  and the  Participant's  spouse
                  shall not be subject to  recalculation.  Life  expectancy  and
                  joint and last survivor expectancy shall be computed using the
                  return multiples in Tables V and VI of Regulation ss.1.72-9.

         (g)      All   annuity    Contracts    under   this   Plan   shall   be
                  non-transferable when distributed.  Furthermore,  the terms of
                  any  annuity   Contract   purchased  and   distributed   to  a
                  Participant   or  spouse   shall   comply   with  all  of  the
                  requirements of this Plan.

         (h)      Subject to the spouse's  right of consent  afforded  under the
                  Plan, the restrictions imposed by this section shall not apply
                  if a Participant has, prior to January 1, 1984, made a written
                  designation  to  have  their  retirement  benefit  paid  in an
                  alternative  method  acceptable  under  Code  ss.401(a)  as in
                  effect  prior to the  enactment  of the Tax  Equity and Fiscal
                  Responsibility Act of 1982.

         (i)      If a distribution is made at a time when a Participant who has
                  not  terminated  employment  is  not  fully  Vested  in  their
                  Participant's  Account and the  Participant  may  increase the
                  Vested percentage in such account:

                  (1)      A  separate  account  shall  be  established  for the
                           Participant's  interest in the Plan as of the time of
                           the distribution, and

                                       37
<PAGE>

                  (2)      At any relevant time the Participant's Vested portion
                           of the separate  account  shall be equal to an amount
                           ("X") determined by the formula:


                           X = P(AB plus (RxD)) - (R x D)


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

6.6      Distribution of Benefits Upon Death

         (a)      Unless   otherwise   elected  as  provided   below,  a  Vested
                  Participant who dies before the annuity  starting date and who
                  has a surviving spouse shall have the Pre-Retirement  Survivor
                  Annuity  paid to their  surviving  spouse.  The  Participant's
                  spouse may direct that payment of the Pre-Retirement  Survivor
                  Annuity   commence  within  a  reasonable   period  after  the
                  Participant's death. If the spouse does not so direct, payment
                  of such  benefit  will  commence  at the time the  Participant
                  would have attained the later of their Normal  Retirement  Age
                  or age 62. However,  the spouse may elect a later commencement
                  date. Any  distribution to the  Participant's  spouse shall be
                  subject to the rules specified in section 6.6(h).

         (b)      Any  election  to waive the  Pre-Retirement  Survivor  Annuity
                  before the Participant's death must be made by the Participant
                  in writing  during the election  period and shall  require the
                  spouse's  irrevocable  consent in the same manner provided for
                  in section  6.5(a)(2).  Further,  the  spouse's  consent  must
                  acknowledge     the    specific     nonspouse     Beneficiary.
                  Notwithstanding the foregoing,  the nonspouse Beneficiary need
                  not be  acknowledged,  provided  the  consent  of  the  spouse
                  acknowledges  that the spouse  has the right to limit  consent
                  only to a specific Beneficiary and that the spouse voluntarily
                  elects to relinquish such right.

         (c)      The  election  period  to waive  the  Pre-Retirement  Survivor
                  Annuity shall begin on the first day of the Plan Year in which
                  the  Participant  attains  age 35 and  end on the  date of the
                  Participant's  death. An earlier waiver (with spousal consent)
                  may  be  made   provided   a   written   explanation   of  the
                  Pre-Retirement  Survivor  Annuity is given to the  Participant
                  and such waiver  becomes  invalid at the beginning of the Plan
                  Year in which  the  Participant  turns  age 35. In the event a
                  Vested  Participant   separates  from  service  prior  to  the
                  beginning of the election  period,  the election  period shall
                  begin on the date of such separation from service.

         (d)      With regard to the election,  the Administrator  shall provide
                  each Participant within the applicable period, with respect to
                  such Participant (and consistent with Regulations),  a written
                  explanation of the Pre-Retirement  Survivor Annuity containing
                  comparable  information  to that required  pursuant to section
                  6.5(a)(5).  For the  purposes  of  this  paragraph,  the  term
                  "applicable  period"  means,  with  respect to a  Participant,
                  whichever of the following periods ends last:

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

                  (2)      A reasonable  period after the  individual  becomes a
                           Participant.  For  this  purpose,  in the  case of an
                           individual  who becomes a  Participant  after age 32,
                           the  explanation  must be  provided by the end of the
                           three-year period beginning with the first day of the
                           first  Plan  Year  for  which  the  individual  is  a
                           Participant;

                  (3)      A reasonable  period  ending after the Plan no longer
                           fully  subsidizes  the  cost  of  the  Pre-Retirement
                           Survivor Annuity with respect to the Participant;

                  (4)      A reasonable  period  ending after  Codess.401(a)(11)
                           applies to the Participant; or

                  (5)      A reasonable  period after separation from service in
                           the  case  of  a  Participant  who  separates  before
                           attaining age 35. For this purpose, the Administrator
                           must  provide  the  explanation   during  the  period
                           beginning one year before the separation from service
                           and ending one year after separation.

         (e)      The  Pre-Retirement  Survivor  Annuity  provided  for in  this
                  section shall apply only to Participants who are credited with
                  an Hour  of  Service  on or  after  August  23,  1984.  Former
                  Participants  who are not credited  with an Hour of Service on
                  or after August 23, 1984 shall be provided  with rights to the
                  Pre-Retirement    Survivor    Annuity   in   accordance   with
                  ss.303(e)(2) of the Retirement Equity Act of 1984.

                                       38
<PAGE>

         (f)      If the value of the  Pre-Retirement  Survivor  Annuity derived
                  from  Employer  and  Employee  contributions  does not  exceed
                  $3,500 and has never exceeded  $3,500 at the time of any prior
                  distribution,  the  Administrator  shall direct the  immediate
                  distribution of such amount to the  Participant's  spouse.  If
                  the value  exceeds,  or has ever  exceeded  at the time of any
                  prior distribution,  $3,500, an immediate  distribution of the
                  entire  amount may be made to the surviving  spouse,  provided
                  such   surviving   spouse   consents   in   writing   to  such
                  distribution.   Any  written   consent   required  under  this
                  paragraph  must be  obtained  not  more  than  90 days  before
                  commencement of the distribution and shall be made in a manner
                  consistent with section 6.5(a)(2).

         (g)      In the event there is an election to waive the  Pre-Retirement
                  Survivor  Annuity,  and for  death  benefits  in excess of the
                  Pre-Retirement  Survivor Annuity, such death benefits shall be
                  paid  to  the  Participant's  Beneficiary  by  either  of  the
                  following  methods,  as elected by the  Participant  (or if no
                  election has been made prior to the  Participant's  death,  by
                  their  Beneficiary)  subject to the rules specified in section
                  6.6(h) and the selections made in the Adoption Agreement:

                  (1)      A single-sum payment in cash or in property;

                  (2)      Payment in monthly, quarterly, semi-annual, or annual
                           cash  installments  over a period to be determined by
                           the Participant or their Beneficiary.  After periodic
                           installments commence, the Beneficiary shall have the
                           right to reduce the period  over which such  periodic
                           installments  shall be made,  and the cash  amount of
                           such   periodic   installments   shall  be   adjusted
                           accordingly;

                  (3)      A straight life annuity.

         (h)      Notwithstanding  any  provision  in the Plan to the  contrary,
                  distributions upon the death of a Participant shall be made in
                  accordance with the following requirements and shall otherwise
                  comply with Code ss.401(a)(9) and the Regulations thereunder.

                  (1)      If it is determined,  pursuant to  Regulations,  that
                           the  distribution  of a  Participant's  interest  has
                           begun and the  Participant  dies before  their entire
                           interest has been  distributed to them, the remaining
                           portion  of such  interest  shall be  distributed  at
                           least as rapidly as under the method of  distribution
                           selected  pursuant to section 6.5 as of their date of
                           death.

                  (2)      If a  Participant  dies  before  they  have  begun to
                           receive any  distributions  of their  interest in the
                           Plan or before distributions are deemed to have begun
                           pursuant to  Regulations,  then their  death  benefit
                           shall  be  distributed  to  their   Beneficiaries  in
                           accordance  with the  following  rules subject to the
                           selections   made  in  the  Adoption   Agreement  and
                           subsections 6.6(h)(3) and 6.6(i) below:

                           (i)      The   entire   death    benefit   shall   be
                                    distributed     to     the     Participant's
                                    Beneficiaries   by  December   31st  of  the
                                    calendar year in which the fifth anniversary
                                    of the Participant's death occurs;

                           (ii)     The five-year  distribution  requirement  of
                                    (i) above  shall not apply to any portion of
                                    the deceased Participant's interest which is
                                    payable   to  or  for  the   benefit   of  a
                                    designated Beneficiary.  In such event, such
                                    portion shall be  distributed  over the life
                                    of such  designated  Beneficiary  (or over a
                                    period   not   extending   beyond  the  life
                                    expectancy of such  designated  Beneficiary)
                                    provided such distribution  begins not later
                                    than  December  31st  of the  calendar  year
                                    immediately  following  the calendar year in
                                    which the Participant died;

                           (iii)    However,  in  the  event  the  Participant's
                                    spouse  (determined  as of the  date  of the
                                    Participant's  death)  is  their  designated
                                    Beneficiary,  the  provisions  of (ii) above
                                    shall apply except that the requirement that
                                    distributions  commence  within  one year of
                                    the Participant's  death shall not apply. In
                                    lieu thereof, distributions must commence on
                                    or before the later of: (1) December 31st of
                                    the calendar year immediately  following the
                                    calendar year in which the Participant died;

                                       39
<PAGE>

                                    or (2) December 31st of the calendar year in
                                    which the  Participant  would have  attained
                                    age 70 1/2.  If the  surviving  spouse  dies
                                    before  distributions  to such spouse begin,
                                    then the five-year distribution  requirement
                                    of this section shall apply as if the spouse
                                    was the Participant.

                  (3)      Notwithstanding   subparagraph   (2)  above,  or  any
                           selections  made  in  the  Adoption  Agreement,  if a
                           Participant's  death  benefits  are to be paid in the
                           form  of  a  Pre-Retirement  Survivor  Annuity,  then
                           distributions to the  Participant's  surviving spouse
                           must commence on or before the later of: (1) December
                           31st of the calendar year  immediately  following the
                           calendar year in which the  Participant  died; or (2)
                           December  31st  of the  calendar  year in  which  the
                           Participant would have attained age 70 1/2.

                           (i)      For  purposes  of  section  6.6(h)(2),   the
                                    election by a designated  Beneficiary  to be
                                    excepted  from  the  five-year  distribution
                                    requirement  (if  permitted  in the Adoption
                                    Agreement)   must  be  made  no  later  than
                                    December 31st of the calendar year following
                                    the  calendar  year  of  the   Participant's
                                    death.  Except,  however,  with respect to a
                                    designated    Beneficiary    who    is   the
                                    Participant's surviving spouse, the election
                                    must be made by the earlier of: (1) December
                                    31st  of  the  calendar   year   immediately
                                    following  the  calendar  year in which  the
                                    Participant  died or, if later, the calendar
                                    year in which  the  Participant  would  have
                                    attained age 70 1/2; or (2) December 31st of
                                    the calendar  year which  contains the fifth
                                    anniversary of the date of the Participant's
                                    death.   An   election   by   a   designated
                                    Beneficiary  must be in writing and shall be
                                    irrevocable  as  of  the  last  day  of  the
                                    election   period  stated  herein.   In  the
                                    absence of an election by the Participant or
                                    a  designated  Beneficiary,   the  five-year
                                    distribution requirement shall apply.

         (j)      For  purposes  of  this  section,  the  life  expectancy  of a
                  Participant and a Participant's spouse (other than in the case
                  of a life annuity) shall or shall not be redetermined annually
                  as provided in the Adoption  Agreement and in accordance  with
                  Regulations.  If the Participant or the  Participant's  spouse
                  may elect,  pursuant to the Adoption  Agreement,  to have life
                  expectancies recalculated,  then the election, once made shall
                  be   irrevocable.   If  no   election  is  made  by  the  time
                  distributions  must commence,  then the life expectancy of the
                  Participant and the Participant's  spouse shall not be subject
                  to recalculation.  Life expectancy and joint and last survivor
                  expectancy  shall be computed  using the return  multiples  in
                  Tables V and VI of Regulation ss.1.72-9.

         (k)      In the event that less than 100% of a  Participant's  interest
                  in the Plan is distributed to such  Participant's  spouse, the
                  portion of the distribution  attributable to the Participant's
                  Voluntary  Employee   Contributions   shall  be  in  the  same
                  proportion   that   the   Participant's   Voluntary   Employee
                  Contributions bear to the Participant's  total interest in the
                  Plan.

         (l)      Subject to the spouse's  right of consent  afforded  under the
                  Plan, the restrictions imposed by this section shall not apply
                  if a Participant has, prior to January 1, 1984, made a written
                  designation   to  have  their  death   benefits   paid  in  an
                  alternative  method  acceptable  under  Code  ss.401(a)  as in
                  effect  prior to the  enactment  of the Tax  Equity and Fiscal
                  Responsibility Act of 1982.

6.7      Time of Segregation or Distribution

         Except as limited by sections 6.5 and 6.6,  whenever a distribution  is
         to be made,  or a series of payments  are to  commence,  on or as of an
         Anniversary Date, the distribution or series of payments may be made or
         begun on such date or as soon thereafter as is  practicable,  but in no
         event later than 180 days after the Anniversary Date. However, unless a
         Former  Participant  elects in writing to defer the receipt of benefits
         (such  election  may not  result in a death  benefit  that is more than
         incidental),  the  payment of  benefits  shall begin not later than the
         60th day after  the  close of the Plan Year in which the  latest of the
         following events occurs: (a) the date on which the Participant  attains
         the earlier of age 65 or the Normal  Retirement  Age specified  herein;
         (b) the 10th anniversary of the year in which the Participant commenced
         participation  in the Plan; or (c) the date the Participant  terminates
         their service with the Employer.

                                       40
<PAGE>

         Notwithstanding  the  foregoing,  the failure of a Participant  and, if
         applicable,  the  Participant's  spouse,  to consent to a  distribution
         pursuant to section 6.5(d),  shall be deemed to be an election to defer
         the  commencement of payment of any benefit  sufficient to satisfy this
         section.

6.8      Distribution for Minor Beneficiary

         In the  event  a  distribution  is to be  made  to a  minor,  then  the
         Administrator  may direct that such  distribution  be paid to the legal
         guardian,  or if none, to a parent of such Beneficiary or a responsible
         adult with whom the Beneficiary  maintains their  residence,  or to the
         custodian for such Beneficiary  under the Uniform Gift to Minors Act or
         Gift to Minors  Act, if such is  permitted  by the laws of the state in
         which said Beneficiary  resides.  Such a payment to the legal guardian,
         custodian,  or parent of a minor  Beneficiary shall fully discharge the
         Trustee, Employer, and Plan from further liability on account thereof.

6.9      Location of Participant or Beneficiary Unknown

         In the event that all, or any portion, of the distribution payable to a
         Participant or their  Beneficiary  hereunder shall, at the later of the
         Participant's  attainment  of age 62 or their  Normal  Retirement  Age,
         remain unpaid  solely by reason of the inability of the  Administrator,
         after sending a registered  letter,  return receipt  requested,  to the
         last known address, and after further diligent effort, to ascertain the
         whereabouts  of such  Participant or their  Beneficiary,  the amount so
         distributable shall be treated as a Forfeiture pursuant to the Plan. In
         the event a Participant or  Beneficiary is located  subsequent to their
         benefit being reallocated,  such benefit shall be restored,  first from
         Forfeitures,  if any, and then from an additional Employer contribution
         if necessary.

6.10     Pre-retirement Distribution

         For Profit Sharing Plans and 401(k) Profit Sharing Plans, if elected in
         the  Adoption  Agreement,  at such  time as a  Participant  shall  have
         satisfied  the  conditions  specified  in the Adoption  Agreement,  the
         Administrator,  at the  election of the  Participant,  shall direct the
         distribution  of up to the entire  Vested  amount then  credited to the
         accounts maintained on behalf of the Participant. In the event that the
         Administrator makes such a distribution, the Participant shall continue
         to be  eligible  to  participate  in the Plan on the same  basis as any
         other Employee. Any distribution made pursuant to this section shall be
         made in a  manner  consistent  with  section  6.5,  including,  but not
         limited   to,   all   notice   and   consent   requirements   of   Code
         ss.ss.411(a)(11) and 417 and the Regulations thereunder.

6.11     Advance Distribution for Hardship

         (a)      For  Profit  Sharing   Plans,   if  elected  in  the  Adoption
                  Agreement,   the   Administrator,   at  the  election  of  the
                  Participant,  shall direct the distribution to any Participant
                  in any one  Plan  Year  up to the  lesser  of  100%  of  their
                  Participant's  Account valued as of the last  Anniversary Date
                  or other valuation date or the amount necessary to satisfy the
                  immediate  and  heavy  financial  need  of  the   Participant.
                  Withdrawal  under this section shall be authorized only if the
                  distribution is on account of:

                  (1)      Medical expenses described in Code ss.213(d) incurred
                           by the  Participant,  their  spouse,  or any of their
                           dependents  (as  defined in Code  ss.152) or expenses
                           necessary for these persons to obtain medical care;

                  (2)      The  purchase  (excluding  mortgage  payments)  of  a
                           principal residence for the Participant;

                  (3)      Funeral  expenses  for a member of the  Participant's
                           family;

                  (4)      Payment of tuition and related  educational  fees for
                           the next 12 months of  post-secondary  education  for
                           the   Participant,   their   spouse,   children,   or
                           dependents; or

                  (5)      The need to prevent the  eviction of the  Participant
                           from their principal  residence or foreclosure on the
                           mortgage of the Participant's principal residence.

         (b)      Any  distribution  made pursuant to this section shall be made
                  in a  manner  which  is  consistent  with  and  satisfies  the
                  provisions of section 6.5, including,  but not limited to, all
                  notice and consent  requirements of Code  ss.ss.411(a)(11) and
                  417 and the Regulations thereunder.

                                       41
<PAGE>

6.12     Alternate Payee Benefits and Distributions

         All rights and benefits, including elections, provided to a Participant
         in this Plan shall be subject to the rights  afforded to any "alternate
         payee" under a "qualified  domestic  relations order."  Furthermore,  a
         distribution  to an  "alternate  payee"  shall  be  permitted  if  such
         distribution is authorized by a "qualified  domestic  relations order,"
         even  if  the  affected  Participant  has  not  reached  the  "earliest
         retirement  age"  under the Plan.  For the  purposes  of this  section,
         "alternate payee,"  "qualified  domestic relations order" and "earliest
         retirement age" shall have the meaning set forth under Code ss.414(p).

6.13     Special Rule for Profit Sharing Plans

         If the  following  conditions  are  satisfied,  then this section shall
         apply  to a  Participant  in a Profit  Sharing  Plan or  401(k)  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 Code  ss.72(o)(5)(B),  and  maintained on
         behalf of a participant in a money purchase pension plan,  (including a
         target benefit plan).

         (a)      The Participant  does not or cannot elect benefits in the form
                  of a life annuity;

         (b)      Upon the death of the Participant,  the  Participant's  entire
                  Vested account balance will be paid to their surviving spouse,
                  or, if there is no surviving  spouse or the  surviving  spouse
                  has already  consented  to waive their  benefit in  accordance
                  with section 6.6, to their designated Beneficiary;

         Then except to the extent  otherwise  provided in this Plan,  the other
         provisions of sections 6.2, 6.5 and 6.6 regarding  spousal  consent and
         the forms of  distributions  shall be inoperative  with respect to this
         Plan.

         If a  distribution  is one to  which  ss.ss.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  ss.1.411(a)-11(c)  of the
         Income Tax Regulations is given, provided that:

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

         (b)      the  Participant,  after  receiving the notice,  affirmatively
                  elects a distribution.

         This section  shall not apply to any  Participant  if it is  determined
         that this Plan is a direct or indirect  transferee of a defined benefit
         plan or money purchase  plan, or a target benefit plan,  stock bonus or
         profit  sharing plan which would  otherwise  provide for a life annuity
         form of payment to the Participant.

                                  ARTICLE VII

                                     TRUSTEE

7.1      Basic Responsibilities of the Trustee

         The Trustee shall have the following categories of responsibilities:

         (a)      To  invest  the  assets of the  Trust  Fund in the  investment
                  vehicles or other property designated by the Employer pursuant
                  to section 2.3(b)  subject,  however,  to the direction of any
                  Investment Manager appointed pursuant to section 2.3(b) and/or
                  the directions of  Participants as communicated to the Trustee
                  by the Administrator pursuant to section 4.9;

         (b)      At  the  direction  of  the  Administrator,  to  pay  benefits
                  required under the Plan to be paid to Participants, or, in the
                  event of their death, to their Beneficiaries;

         (c)      To maintain records of receipts and  disbursements and furnish
                  to the  Employer  and/or  Administrator  for each  Plan Year a
                  written annual report per section 7.7; and

                                       42
<PAGE>

         (d)      If there shall be more than one  Trustee,  they shall act by a
                  majority of their  number,  but may  authorize  one or more of
                  them to sign papers on their behalf.

7.2      Investment Powers and Duties of the Trustee

         (a)      The Trustee  shall  invest and reinvest the Trust Fund without
                  distinction  between  principal  and  income  in one  or  more
                  investment  vehicles  designated  by the Employer  pursuant to
                  section  2.3(b)  or  in  other  property,  real  or  personal,
                  wherever  situated,  as the  Trustee  may be  directed  by the
                  Employer  (acting pursuant to section 2.3(b)) or an Investment
                  Manager.  The Trustee shall not be restricted to securities or
                  other  property of the character  expressly  authorized by the
                  applicable law for trust investments.

         (b)      The Trustee may employ a bank or trust company pursuant to the
                  terms of its usual and customary bank agency agreement,  under
                  which the duties of such bank or trust  company  shall be of a
                  custodial, clerical and record-keeping nature.

         (c)      Notwithstanding  section 2.3(b),  the Employer,  in writing to
                  the Trustee,  may delegate  investment  responsibility  to the
                  Administrator.  If the  Administrator  has been delegated such
                  authority,  (i) the  Administrator  may  exercise  the  powers
                  reserved to the Employer by section  2.3(b)  hereof,  and (ii)
                  the Trustee shall not be liable or  responsible  for losses or
                  unfavorable results arising from the Trustee's compliance with
                  directions received from the Administrator.

         (d)      The  Trustee  may  from  time to time  transfer  to a  common,
                  collective,  or pooled trust fund  maintained by any corporate
                  Trustee hereunder pursuant to Revenue Ruling 81-100, which has
                  been designated as an investment vehicle for the Plan pursuant
                  to section  2.3(b),  all or such part of the Trust Fund as the
                  Trustee may deem advisable,  and such part or all of the Trust
                  Fund so  transferred  shall be  subject  to all the  terms and
                  provisions  of the common,  collective,  or pooled  trust fund
                  which  contemplate the commingling for investment  purposes of
                  such trust  assets  with  trust  assets of other  trusts.  The
                  Trustee may withdraw from such common,  collective,  or pooled
                  trust fund all or such part of the Trust  Fund as the  Trustee
                  may be directed pursuant to section 2.3(b) or 4.9.

         (e)      The Trustee,  at the direction of the Employer and pursuant to
                  instructions  from the  Administrator  shall own,  and pay all
                  premiums on Contracts on the lives of the  Participants  which
                  may be  transferred  to the Trust Fund from a prior trustee of
                  the Plan or a plan that has been  merged  with the  Plan.  The
                  aggregate   premium  for  ordinary  life  insurance  for  each
                  Participant   must  be  less   than   50%  of  the   aggregate
                  contributions  and  Forfeitures  allocated to a  Participant's
                  Account.  For  purposes  of  this  limitation,  ordinary  life
                  insurance  Contracts  are Contracts  with both  non-decreasing
                  death benefits and non-increasing  premiums. If term insurance
                  or  universal   life   insurance   is   purchased   with  such
                  contributions,  the  aggregate  premium must be 25% or less of
                  the aggregate  contributions  and  Forfeitures  allocated to a
                  Participant's  Account.  If both term  insurance  and ordinary
                  life  insurance are  purchased  with such  contributions,  the
                  amount  expended  for  term  insurance  plus  one-half  of the
                  premium for ordinary  life  insurance may not in the aggregate
                  exceed  25%  of  the  aggregate  Employer   contributions  and
                  Forfeitures allocated to a Participant's  Account. The Trustee
                  must  distribute  the Contracts to the  Participant or convert
                  the entire value of the Contracts at or before retirement into
                  cash or provide  for a  periodic  income so that no portion of
                  such value may be used to continue life  insurance  protection
                  beyond retirement.  Notwithstanding the above, the limitations
                  imposed  herein with respect to the purchase of life insurance
                  shall not apply,  in the case of a Profit Sharing Plan, to the
                  portion of a Participant's Account that has accumulated for at
                  least two (2) Plan Years.


                  Notwithstanding anything hereinabove to the contrary,  amounts
                  credited  to  a  Participant's  Qualified  Voluntary  Employee
                  Contribution  Account  pursuant to section 4.10,  shall not be
                  applied to the purchase of life insurance contracts.

                                       43
<PAGE>

         (f)      The Trustee will be the owner of any life  insurance  Contract
                  purchased  under the terms of this  Plan.  The  Contract  must
                  provide  that the  proceeds  will be payable  to the  Trustee;
                  however,  the  Trustee  shall  be  required  to pay  over  all
                  proceeds  of  the  Contract  to the  Participant's  designated
                  Beneficiary in accordance with the distribution  provisions of
                  Article  VI. A  Participant's  spouse  will be the  designated
                  Beneficiary  pursuant  to  section  6.2,  unless  a  qualified
                  election has been made in accordance with sections 6.5 and 6.6
                  of the Plan, if applicable.  Under no circumstances  shall the
                  Trust retain any part of the  proceeds.  However,  the Trustee
                  shall not pay the proceeds in a method that would  violate the
                  requirements  of the  Retirement  Equity  Act,  as  stated  in
                  Article  VI  of  the  Plan,   or   Codess.401(a)(9)   and  the
                  Regulations thereunder.

7.3      Other Powers of the Trustee

         The  Trustee,  in addition to all powers and  authorities  under common
         law,  statutory  authority,  including the Act, and other provisions of
         this Plan,  shall have the  following  powers  and  authorities,  to be
         exercised  at the  direction of the  Employer,  the  Administrator,  an
         Investment Manager or Plan  Participants,  as the case may be, pursuant
         to section 2.3 or section 4.9.

         (a)      To  purchase,  or  subscribe  for,  any  securities  or  other
                  property  and to retain  the  same.  In  conjunction  with the
                  purchase  of  securities,  margin  accounts  may be opened and
                  maintained;

         (b)      To  sell,  exchange,   convey,   transfer,  grant  options  to
                  purchase,  or  otherwise  dispose of any  securities  or other
                  property held by the Trustee, by private contract or at public
                  auction.  No person dealing with the Trustee shall be bound to
                  see to the  application  of the  purchase  money or to inquire
                  into the validity,  expediency,  or propriety of any such sale
                  or other disposition, with or without advertisement;

         (c)      To vote upon any stocks,  bonds, or other securities;  to give
                  general  or  special  proxies  or powers of  attorney  with or
                  without  power of  substitution;  to exercise  any  conversion
                  privileges,  subscription rights or other options, and to make
                  any payments  incidental thereto; to oppose, or to consent to,
                  or otherwise  participate  in,  corporate  reorganizations  or
                  other changes affecting corporate securities,  and to delegate
                  discretionary powers, and to pay any assessments or charges in
                  connection  therewith;  and  generally  to exercise any of the
                  powers of an owner with respect to stocks, bonds,  securities,
                  or other property. However, the Trustee shall not vote proxies
                  relating to securities for which it has not been assigned full
                  investment management  responsibilities.  In those cases where
                  another party has such investment authority or discretion,  be
                  it the  Administrator or an outside  Investment  Manager,  the
                  Trustee  will  deliver all proxies to said party who will then
                  have full responsibility for voting those proxies;

         (d)      To cause any  securities or other property to be registered in
                  the  Trustee's  own  name or in the name of one or more of the
                  Trustee's  nominees,  and to hold any  investments  in  bearer
                  form,  but the books and records of the  Trustee  shall at all
                  times  show  that all such  investments  are part of the Trust
                  Fund;

         (e)      To borrow or raise money for the  purposes of the Plan in such
                  amount,  and upon such terms and  conditions,  as the  Trustee
                  shall deem advisable;  and for any sum so borrowed, to issue a
                  promissory  note  as  Trustee,  and to  secure  the  repayment
                  thereof by pledging all, or any part,  of the Trust Fund;  and
                  no person  lending  money to the Trustee shall be bound to see
                  to the  application  of the money lent or to inquire  into the
                  validity,  expediency,  or propriety of any borrowing;

         (f)      To  keep  such  portion  of the  Trust  Fund  in  cash or cash
                  balances as the Trustee may, from time to time,  deem to be in
                  the best interests of the Plan, without liability for interest
                  thereon;

         (g)      To accept and  retain  for such time as it may deem  advisable
                  any securities or other property received or acquired by it as
                  Trustee  hereunder,  whether or not such  securities  or other
                  property would normally be purchased as investments hereunder;

         (h)      To  make,  execute,  acknowledge,  and  deliver  any  and  all
                  documents  of transfer  and  conveyance  and any and all other
                  instruments  that may be necessary or appropriate to carry out
                  the powers herein granted;

         (i)      To settle,  compromise,  or submit to arbitration  any claims,
                  debts,  or  damages  due or  owing  to or from  the  Plan,  to
                  commence   or   defend   suits  or  legal  or   administrative
                  proceedings,  and to represent the Plan in all suits and legal
                  and administrative proceedings;

         (j)      To  employ  suitable  agents  and  counsel  and to  pay  their
                  reasonable  expenses  and  compensation,  and  such  agent  or
                  counsel may or may not be agent or counsel for the Employer;

         (k)      To apply for and procure from the Insurer as an  investment of
                  the Trust Fund such annuity,  or other  Contracts (on the life
                  of any Participant) as the Administrator shall deem proper; to
                  exercise, at any time or from time to time, whatever rights

                                       44
<PAGE>

                  and  privileges  may be granted under such  annuity,  or other
                  Contracts; to collect, receive, and settle for the proceeds of
                  all such annuity,  or other  Contracts as and when entitled to
                  do so under the provisions thereof;

         (l)      To  invest  funds of the  Trust in time  deposits  or  savings
                  accounts   bearing  a  reasonable  rate  of  interest  in  the
                  Trustee's bank;

         (m)      To invest in Treasury  Bills and other forms of United  States
                  government obligations;

         (n)      To sell,  purchase  and  acquire  put or call  options  if the
                  options  are  traded  on  and  purchased  through  a  national
                  securities  exchange  registered under the Securities Exchange
                  Act of 1934, as amended,  or, if the options are not traded on
                  a national  securities  exchange,  are  guaranteed by a member
                  firm of the New York Stock Exchange;

         (o)      To deposit  monies in federally  insured  savings  accounts or
                  certificates   of  deposit  in  banks  or  savings   and  loan
                  associations;

         (p)      To pool all or any of the Trust Fund,  from time to time, with
                  assets  belonging  to any  other  qualified  employee  pension
                  benefit  trust  created  by the  Employer  or  any  Affiliated
                  Employer,  and to  commingle  such  assets  and make  joint or
                  common  investments and carry joint accounts on behalf of this
                  Plan and such  other  trust or  trusts,  allocating  undivided
                  shares or  interests  in such  investments  or accounts or any
                  pooled  assets of the two or more  trusts in  accordance  with
                  their respective interests;

         (q)      To  do  all  such  acts  and  exercise  all  such  rights  and
                  privileges, although not specifically mentioned herein, as the
                  Trustee may deem  necessary  to carry out the  purposes of the
                  Plan;

         (r)      Directed  Investment  Account.  If  elected  in  the  Adoption
                  Agreement,  each  Participant may direct the  Administrator to
                  give  directions to the Trustee  concerning  the investment of
                  the   Participant's   Directed   Investment   Account,   which
                  directions   shall  be   delivered   to  the  Trustee  by  the
                  Administrator.  The  Trustee  shall  not be under  any duty to
                  question any such direction of the  Participant or to make any
                  suggestions to the  Participant in connection  therewith,  and
                  the  Trustee  shall  comply as promptly  as  practicable  with
                  directions given by the Administrator.  Any such direction may
                  be of a continuing  nature or otherwise  and may be revoked by
                  the Participant at any time in such form as the  Administrator
                  may  require.  The  Trustee  may  refuse  to  comply  with any
                  direction from the  Participant  in the event the Trustee,  in
                  its  sole  and  absolute  discretion,  deems  such  directions
                  improper by virtue of applicable  law, and in such event,  the
                  Trustee  shall not be  responsible  or liable  for any loss or
                  expense  which may result.  Any costs and expenses  related to
                  compliance with the Participant's directions shall be borne by
                  the Participant's Directed Investment Account. Notwithstanding
                  anything  hereinabove  to the contrary,  the Trustee shall not
                  invest  any  portion  of  a  Directed  Investment  Account  in
                  "collectibles"  within the meaning of that term as employed in
                  Codess.408(m).

7.4      Loans to Participants

         (a)      If specified in the Adoption Agreement, the Administrator may,
                  in  the  Administrator's   sole  discretion,   make  loans  to
                  Participants    or    Beneficiaries    under   the   following
                  circumstances:   (1)loans  shall  be  made  available  to  all
                  Participants  and  Beneficiaries  on a  reasonably  equivalent
                  basis;  (2)  loans  shall  not be  made  available  to  Highly
                  Compensated  Employees  in an amount  greater  than the amount
                  made available to other  Participants;  (3) loans shall bear a
                  reasonable  rate of  interest;  (4) loans shall be  adequately
                  secured;  (5) shall  provide  for  periodic  repayment  over a
                  reasonable  period of time;  and (6) loans shall be treated as
                  Directed Investments.

         (b)      Loans  shall  not  be  made  to  any  Shareholder-Employee  or
                  Owner-Employee  unless an exemption  for such loan is obtained
                  pursuant  to Act ss.408 and  further  provided  that such loan
                  would not be subject to tax pursuant to Code ss.4975.

         (c)      Loans shall not be granted to any Participant that provide for
                  a repayment period extending beyond such Participant's  Normal
                  Retirement Date.

         (d)      Loans  made  pursuant  to  this  section  (when  added  to the
                  outstanding balance of all other loans made by the Plan to the
                  Participant) shall be limited to the lesser of:

                  (1)      $50,000 reduced by the excess (if any) of the highest
                           outstanding  balance  of  loans  from the Plan to the
                           Participant  during the one year period ending on the
                           day before the date on which such loan is made,  over
                           the outstanding balance of loans from the Plan to the
                           Participant  on the date on which such loan was made,
                           or

                                       45
<PAGE>

                  (2)      one-half   (1/2)   of  the   present   value  of  the
                           non-forfeitable accrued benefit of the Employee under
                           the Plan.

                  For purposes of this limit, all plans of the Employer shall be
                  considered one plan.

         (e)      No Participant  loan shall take into account the present value
                  of   such   Participant's    Qualified    Voluntary   Employee
                  Contribution Account.

         (f)      Loans shall provide for level amortization with payments to be
                  made not less  frequently  than quarterly over a period not to
                  exceed  five (5) years.  However,  loans  used to acquire  any
                  dwelling unit which,  within a reasonable  time, is to be used
                  (determined  at the time  the  loan is  made)  as a  principal
                  residence  of  the  Participant  shall  provide  for  periodic
                  repayment  over a  reasonable  period of time that may  exceed
                  five (5) years.

         (g)      An  assignment  or pledge of any  portion  of a  Participant's
                  interest in the Plan and a loan,  pledge,  or assignment  with
                  respect to any insurance  Contract  purchased  under the Plan,
                  shall be treated as a loan under this section.

         (h)      Any loan  made  pursuant  to this  section  where  the  Vested
                  interest of the  Participant is used to secure such loan shall
                  require the written consent of the  Participant's  spouse in a
                  manner  consistent  with  section  6.5  provided  the  spousal
                  consent requirements of such section apply to the Participant.
                  Such written consent must be obtained within the 90-day period
                  prior to the date the loan is made. Any security interest held
                  by  the  Plan  by  reason  of  an  outstanding   loan  to  the
                  Participant  shall be taken into  account in  determining  the
                  amount  of  the  death  benefit  or  Pre-Retirement   Survivor
                  Annuity.  However,  no spousal consent shall be required under
                  this  paragraph if the total  accrued  benefit  subject to the
                  security is not in excess of $3,500.

         (i)      With regard to any loans granted,  a Participant  loan program
                  shall  be  established  which  must  include,  but need not be
                  limited to, the following:

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

                  (2)      a procedure for applying for loans;

                  (3)      the basis on which loans will be approved or denied;

                  (4)      limitations,  if any,  on the  types and  amounts  of
                           loans offered,  including what constitutes a hardship
                           or  financial   need  if  selected  in  the  Adoption
                           Agreement;

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

                  (6)      the  types  of   collateral   which   may   secure  a
                           Participant loan; and

                  (7)      the events  constituting  default  and the steps that
                           will be taken to preserve plan assets.

                           Such Participant loan program shall be contained in a
                           separate  written   document  which,   when  properly
                           executed,  is hereby  incorporated  by reference  and
                           made  a  part  of  this   plan.   Furthermore,   such
                           Participant  loan  program may be modified or amended
                           in writing from time to time without the necessity of
                           amending this section of the Plan.

         (j)      Loan repayments will be suspended under this Plan as permitted
                  under Codess.414(u)(4).

7.5      Duties of the Trustee Regarding Payments

         At the direction of the Administrator,  the Trustee shall, from time to
         time,  in accordance  with the terms of the Plan,  make payments out of
         the Trust Fund. The Trustee shall not be responsible in any way for the
         application of such payments.

7.6      Trustee's Compensation and Expenses and Taxes

         The Trustee shall be paid such reasonable  compensation as set forth in
         the  Trustee's  fee schedule (if the Trustee has such a schedule) or as
         agreed upon in writing by the Employer and the Trustee.  An  individual
         serving as Trustee who already receives full-time pay from the Employer
         shall not receive compensation from this Plan. In addition, the Trustee

                                       46
<PAGE>

         shall be reimbursed for any reasonable  expenses,  including reasonable
         counsel fees incurred by it as Trustee.  Such compensation and expenses
         shall be paid  from the  Trust  Fund  unless  paid or  advanced  by the
         Employer.  All taxes of any kind and all kinds  whatsoever  that may be
         levied or assessed  under  existing or future laws upon,  or in respect
         of, the Trust Fund or the income thereof,  shall be paid from the Trust
         Fund.

7.7      Annual Report of the Trustee

         Within a reasonable  period of time after the later of the  Anniversary
         Date or receipt of the Employer's  contribution for each Plan Year, the
         Trustee,  or its agent, shall furnish to the Employer and Administrator
         a written  statement of account with respect to the Plan Year for which
         such contribution was made setting forth:

         (a)      the net income, or loss, of the Trust Fund;

         (b)      the gains, or losses, realized by the Trust Fund upon sales or
                  other disposition of the assets;

         (c)      the increase, or decrease, in the value of the Trust Fund;

         (d)      all payments and distributions made from the Trust Fund; and

         (e)      such further  information as the Trustee and Administrator may
                  agree.  The Employer,  forthwith upon its receipt of each such
                  statement of account,  shall  acknowledge  receipt  thereof in
                  writing and advise the  Trustee  and/or  Administrator  of its
                  approval or  disapproval  thereof.  Failure by the Employer to
                  disapprove  any such  statement of account  within thirty (30)
                  days after its  receipt  thereof  shall be deemed an  approval
                  thereof.  The  approval by the  Employer of any  statement  of
                  account shall be binding as to all matters embraced therein as
                  between the  Employer and the Trustee to the same extent as if
                  the  account of the  Trustee  had been  settled by judgment or
                  decree in an action for a judicial  settlement  of its account
                  in a court of competent jurisdiction in which the Trustee, the
                  Employer and all persons having or claiming an interest in the
                  Plan were  parties;  provided,  however,  that nothing  herein
                  contained  shall  deprive the Trustee of its right to have its
                  accounts judicially settled if the Trustee so desires.

7.8      Audit

         (a)      If an audit of the Plan's records shall be required by the Act
                  and  the  regulations   thereunder  for  any  Plan  Year,  the
                  Administrator  shall engage on behalf of all  Participants  an
                  independent qualified public accountant for that purpose. Such
                  accountant  shall,  after an audit of the books and records of
                  the  Plan  in  accordance  with  generally  accepted  auditing
                  standards,  within a reasonable  period after the close of the
                  Plan Year,  furnish  to the  Administrator  and the  Trustee a
                  report  of their  audit  setting  forth  their  opinion  as to
                  whether any statements,  schedules or lists, that are required
                  by Act ss.103 or the  Secretary  of Labor to be filed with the
                  Plan's annual report,  are presented fairly in conformity with
                  generally accepted accounting principles applied consistently.

         (b)      All  auditing and  accounting  fees shall be an expense of and
                  may, at the  election of the  Administrator,  be paid from the
                  Trust Fund.

         (c)      If some or all of the  information  necessary  to  enable  the
                  Administrator  to comply  with Act ss.103 is  maintained  by a
                  bank, insurance company, or similar institution, regulated and
                  supervised  and subject to periodic  examination by a state or
                  federal agency,  it shall transmit and certify the accuracy of
                  that  information  to the  Administrator  as  provided  in Act
                  ss.103(b)  within one hundred  twenty (120) days after the end
                  of the Plan Year or such other date as may be prescribed under
                  regulations of the Secretary of Labor.

7.9      Resignation, Removal and Succession of Trustee

         (a)      The  Trustee  may  resign  at any  time by  delivering  to the
                  Employer, at least thirty (30) days before its effective date,
                  a written notice of their resignation.

         (b)      The Employer  may remove the Trustee by mailing by  registered
                  or  certified  mail,  addressed  to such Trustee at their last
                  known address,  at least thirty (30) days before its effective
                  date, a written notice of their removal.

         (c)      Upon the  death,  resignation,  incapacity,  or removal of any
                  Trustee,  a successor  may be appointed by the  Employer;  and
                  such successor, upon accepting such appointment in writing and
                  delivering same to the Employer,  shall,  without further act,
                  become   vested   with  all  the   estate,   rights,   powers,
                  discretions, and duties of their predecessor with like respect

                                       47
<PAGE>

                  as if they were originally  named as a Trustee  herein.  Until
                  such a  successor  is  appointed,  the  remaining  Trustee  or
                  Trustees  shall have full  authority to act under the terms of
                  the Plan.

         (d)      The Employer may designate one or more successors prior to the
                  death,  resignation,  incapacity,  or removal of a Trustee. In
                  the event a successor  is so  designated  by the  Employer and
                  accepts such designation, the successor shall, without further
                  act,  become  vested  with  all the  estate,  rights,  powers,
                  discretions,  and  duties of their  predecessor  with the like
                  effect  as if they were  originally  named as  Trustee  herein
                  immediately  upon  the  death,  resignation,   incapacity,  or
                  removal of their predecessor.

         (e)      Whenever any Trustee  hereunder  ceases to serve as such, they
                  shall  furnish to the  Employer  and  Administrator  a written
                  statement  of account  with respect to the portion of the Plan
                  Year during which they served as Trustee. This statement shall
                  be either

                  (i)      included as part of the annual  statement  of account
                           for the Plan Year required under section 7.7 or

                  (ii)     set forth in a special  statement.  Any such  special
                           statement  of  account  should  be  rendered  to  the
                           Employer  no later  than  the due date of the  annual
                           statement   of  account   for  the  Plan  Year.   The
                           procedures  set forth in section 7.7 for the approval
                           by the Employer of annual statements of account shall
                           apply to any special  statement  of account  rendered
                           hereunder  and  approval by the  Employer of any such
                           special  statement in the manner  provided in section
                           7.7 shall have the same effect upon the  statement as
                           the  Employer's  approval of an annual  statement  of
                           account.  No successor to the Trustee  shall have any
                           duty or  responsibility  to  investigate  the acts or
                           transactions  of any predecessor who has rendered all
                           statements  of account  required  by section  7.7 and
                           this subparagraph.

7.10     Transfers and Direct Rollovers

         Notwithstanding any other provision contained in this Plan, the Trustee
         at the  direction  of  the  Administrator  shall  transfer  the  Vested
         interest, if any, of such Participant in their account to another trust
         forming  part  of a  pension,  profit  sharing,  or  stock  bonus  plan
         maintained by such  Participant's  new employer and represented by said
         employer  in writing as meeting  the  requirements  of Code  ss.401(a),
         provided  that the trust to which such  transfers  are made permits the
         transfer to be made.

         (a)      Notwithstanding  any  provision  of the Plan to the  contrary,
                  with respect to distributions  made after December 31, 1992, a
                  Participant  shall be permitted to elect to have any "eligible
                  rollover  distribution"  transferred  directly to an "eligible
                  retirement  plan"  specified  by  the  Participant.  The  Plan
                  provisions otherwise  applicable to distributions  continue to
                  apply to the direct transfer option. The Participant shall, in
                  the time and manner prescribed by the  Administrator,  specify
                  the  amount  to be  directly  transferred  and  the  "eligible
                  retirement  plan" to receive  the  transfer.  Any portion of a
                  distribution  which  is  not  directly  transferred  shall  be
                  distributed to the Participant.

         (b)      For  purposes of this  section,  the term  "eligible  rollover
                  distribution" means any distribution other than a distribution
                  of substantially equal periodic payments over the life or life
                  expectancy  of the  Participant  (or joint  life or joint life
                  expectancies   of   the   Participant   and   the   designated
                  beneficiary)  or a  distribution  over a period certain of ten
                  years or more.  Amounts required to be distributed  under Code
                  ss.401(a)(9)  are not  eligible  rollover  distributions.  The
                  direct  transfer  option  described in subsection  (a) applies
                  only to eligible rollover  distributions which would otherwise
                  be includible in gross income if not transferred.

         (c)      For purposes of this section,  the term  "eligible  retirement
                  plan" means an individual  retirement  account as described in
                  Code ss.408(a),  an individual retirement annuity as described
                  in  Code  ss.408(b),  an  annuity  plan as  described  in Code
                  ss.403(a), or a defined contribution plan as described in Code
                  ss.401(a)  which is exempt from tax under Code  ss.501(a)  and
                  which accepts rollover distributions.

                                       48
<PAGE>

         (d)      The election  described in subsection  (a) also applies to the
                  surviving  spouse  after  the  Participant's  death;  however,
                  distributions  to the surviving spouse may only be transferred
                  to an individual  retirement account or individual  retirement
                  annuity.  For purposes of  subsection  (a), a spouse or former
                  spouse who is the alternate  payee under a qualified  domestic
                  relations  order as defined in Code  ss.414(p) will be treated
                  as the Participant.

7.11     Trustee Indemnification

         The Employer  agrees to indemnify and save harmless the Trustee against
         any and all claims,  losses,  damages,  expenses  and  liabilities  the
         Trustee may incur in the  exercise  and  performance  of the  Trustee's
         powers and duties  hereunder,  unless the same are determined to be due
         to gross negligence or willful misconduct.

7.12     Employer Securities and Real Property

         The Trustee shall be empowered to acquire and hold "qualifying Employer
         securities" and "qualifying Employer real property," as those terms are
         defined in the Act. However, no more than 100%, in the case of a Profit
         Sharing  Plan or 401(k)  Plan or 10%,  in the case of a Money  Purchase
         Plan of the fair  market  value of all the assets in the Trust Fund may
         be  invested  in  "qualifying   Employer  securities"  and  "qualifying
         Employer real property."

                                  ARTICLE VIII

                       AMENDMENT, TERMINATION, AND MERGERS
8.1      Amendment

         (a)      The  Employer  shall  have the right at any time to amend this
                  Plan subject to the limitations of this section.  However, any
                  amendment    which    affects   the   rights,    duties,    or
                  responsibilities  of the Trustee and Administrator may only be
                  made with the Trustee's and  Administrator's  written consent.
                  Any such amendment shall become  effective as provided therein
                  upon its  execution.  The  Trustee  shall not be  required  to
                  execute any such  amendment  unless the amendment  affects the
                  duties of the Trustee hereunder.

         (b)      The  Employer  may  (1)change  the  choice of  options  in the
                  Adoption  Agreement,   (2)  add  overriding  language  in  the
                  Adoption  Agreement when such language is necessary to satisfy
                  Code  ss.ss.415 or 416 because of the required  aggregation of
                  multiple plans, and (3) add certain model amendments published
                  by the Internal  Revenue  Service which  specifically  provide
                  that their  adoption  will not cause the Plan to be treated as
                  an  individually  designed  plan.  An Employer that amends the
                  Plan for any other  reason,  including a waiver of the minimum
                  funding  requirement  under  Code  ss.412(d),  will no  longer
                  participate  in this  Prototype Plan and will be considered to
                  have an individually designed plan.

         (c)      The Employer expressly  delegates  authority to the sponsoring
                  organization  of this  Plan,  the right to amend  this Plan by
                  submitting a copy of the  amendment  to each  Employer who has
                  adopted  this Plan  after  first  having  received a ruling or
                  favorable determination from the Internal Revenue Service that
                  the Plan as amended  qualifies  under Code  ss.401(a)  and the
                  Act. For purposes of this section, the mass submitter shall be
                  recognized as the agent of the sponsoring organization. If the
                  sponsoring  organization does not adopt the amendments made by
                  the mass  submitter,  it will no longer be  identical  to or a
                  minor modifier of the mass submitter plan.

         (d)      No amendment  to the Plan shall be effective if it  authorizes
                  or permits any part of the Trust Fund (other than such part as
                  is required to pay taxes and  administration  expenses)  to be
                  used  for or  diverted  to any  purpose  other  than  for  the
                  exclusive  benefit of the Participants or their  Beneficiaries
                  or estates;  or causes any reduction in the amount credited to
                  the  account  of any  Participant;  or causes or  permits  any
                  portion of the Trust Fund to revert to or become  property  of
                  the Employer.

         (e)      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   Codess.412(c)(8).   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
                  Employerderived  accrued  benefit  will  not be less  than the
                  percentage  computed  under  the Plan  without  regard to such
                  amendment.

                                       49
<PAGE>

8.2      Termination

         (a)      The Employer shall have the right at any time to terminate the
                  Plan by  delivering to the Trustee and  Administrator  written
                  notice  of  such   termination.   Upon  any  full  or  partial
                  termination all amounts credited to the affected Participants'
                  Accounts  shall become 100% Vested and shall not thereafter be
                  subject to forfeiture,  and all  unallocated  amounts shall be
                  allocated to the accounts of all  Participants  in  accordance
                  with the provisions hereof.

         (b)      Upon the full  termination  of the Plan,  the  Employer  shall
                  direct the  distribution  of the assets to  Participants  in a
                  manner which is consistent  with and satisfies the  provisions
                  of section 6.5.  Distributions to a Participant  shall be made
                  in  cash  (or  in  property  if   permitted  in  the  Adoption
                  Agreement)   or   through   the   purchase   of    irrevocable
                  nontransferable  deferred commitments from the Insurer. Except
                  as permitted by Regulations, the termination of the Plan shall
                  not  result  in  the  reduction  of  "ss.411(d)(6)   protected
                  benefits" as described in section 8.1.

8.3      Merger or Consolidation

         This Plan may be merged or  consolidated  with,  or its  assets  and/or
         liabilities  may be  transferred to any other plan only if the benefits
         which would be received by a Participant  of this Plan, in the event of
         a termination of the plan  immediately  after such transfer,  merger or
         consolidation, are at least equal to the benefits the Participant would
         have  received  if the  Plan  had  terminated  immediately  before  the
         transfer, merger or consolidation and such merger or consolidation does
         not  otherwise   result  in  the   elimination   or  reduction  of  any
         "ss.411(d)(6) protected benefits" as described in section 8.1(e).

                                   ARTICLE IX

                                  MISCELLANEOUS
9.1      Employer Adoptions

         Any  organization  may become the Employer  hereunder by executing  the
         Adoption  Agreement in form  satisfactory to the Trustee,  and it shall
         provide such  additional  information  as the Trustee may require.  The
         consent  of the  Trustee  to act as  such  shall  be  signified  by its
         execution of the Adoption Agreement.

         Except as  otherwise  provided  in this Plan,  the  affiliation  of the
         Employer and the  participation of its  Participants  shall be separate
         and  apart  from  that  of any  other  employer  and  its  participants
         hereunder.

9.2      Participant's Rights

         This Plan  shall not be deemed to  constitute  a contract  between  the
         Employer and any Participant or to be a consideration  or an inducement
         for the employment of any Participant or Employee. Nothing contained in
         this Plan shall be deemed to give any Participant or Employee the right
         to be retained in the service of the Employer or to interfere  with the
         right of the Employer to discharge any  Participant  or Employee at any
         time regardless of the effect which such discharge shall have upon them
         as a Participant of this Plan.

9.3      Alienation

         (a)      Subject to the  exceptions  provided  below,  no benefit which
                  shall be payable to any person  (including  a  Participant  or
                  their   Beneficiary)   shall  be  subject  in  any  manner  to
                  anticipation,  alienation, sale, transfer, assignment, pledge,
                  encumbrance,   or  charge,  and  any  attempt  to  anticipate,
                  alienate, sell, transfer,  assign, pledge, encumber, or charge
                  the  same  shall  be void;  and no such  benefit  shall in any
                  manner be liable  for,  or subject  to, the debts,  contracts,
                  liabilities,  engagements,  or torts of any such  person,  nor
                  shall it be  subject to  attachment  or legal  process  for or
                  against  such  person,  and the same  shall not be  recognized
                  except to such extent as may be required by law.

         (b)      This provision  shall not apply to the extent a Participant or
                  Beneficiary is indebted to the Plan, for any reason, under any
                  provision of this Plan.  At the time a  distribution  is to be
                  made to or for a Participant's or Beneficiary's  benefit, such
                  proportion of the amount to be distributed as shall equal such
                  indebtedness  shall be paid to the Plan,  to apply  against or
                  discharge  such  indebtedness.  Prior  to  making  a  payment,
                  however,  the Participant or Beneficiary must be given written

                                       50
<PAGE>

                  notice by the Administrator that such indebtedness is to be so
                  paid in whole or part from their Participant's Account. If the
                  Participant   or   Beneficiary   does  not   agree   that  the
                  indebtedness   is  a  valid   claim   against   their   Vested
                  Participant's  Account,  they shall be entitled to a review of
                  the  validity  of the  claim  in  accordance  with  procedures
                  provided in sections 2.12 and 2.13.

         (c)      This  provision  shall  not  apply  to a  "qualified  domestic
                  relations  order" defined in Code  ss.414(p),  and those other
                  domestic  relations  orders  permitted to be so treated by the
                  Administrator  under the provisions of the  Retirement  Equity
                  Act of 1984.  The  Administrator  shall  establish  a  written
                  procedure  to  determine  the  qualified  status  of  domestic
                  relations  orders and to administer  distributions  under such
                  qualified  orders.  Further,  to the extent  provided  under a
                  "qualified  domestic  relations  order," a former  spouse of a
                  Participant shall be treated as the spouse or surviving spouse
                  for all purposes under the Plan.

9.4      Construction of Plan

         This Plan and Trust shall be construed  and  enforced  according to the
         Act and the laws of the State or Missouri to the extent not  pre-empted
         by the Act.

9.5      Gender and Number

         Wherever any words are used herein in the masculine, feminine or neuter
         gender,  they  shall be  construed  as  though  they  were also used in
         another gender in all cases where they would so apply, and whenever any
         words are used  herein in the  singular or plural  form,  they shall be
         construed  as though they were also used in the other form in all cases
         where they would so apply.

9.6      Legal Action

         In the event any claim,  suit, or  proceeding is brought  regarding the
         Trust  and/or Plan  established  hereunder  to which the Trustee or the
         Administrator  may be a party,  and such claim,  suit, or proceeding is
         resolved  in favor  of the  Trustee  or  Administrator,  they  shall be
         entitled  to be  reimbursed  from the Trust Fund for any and all costs,
         attorney's fees, and other expenses pertaining thereto incurred by them
         for which they shall have become liable.

9.7      Prohibition Against Diversion of Funds

         Except as provided below and otherwise  specifically  permitted by law,
         it shall be  impossible  by operation  of the Plan or of the Trust,  by
         termination  of either,  by power of revocation  or  amendment,  by the
         happening of any contingency, by collateral arrangement or by any other
         means,  for  any  part  of the  corpus  or  income  of any  Trust  Fund
         maintained  pursuant to the Plan or any funds contributed thereto to be
         used for, or diverted to, purposes other than the exclusive  benefit of
         Participants,  or their Beneficiaries.  In the event the Employer shall
         make a contribution under a mistake of fact pursuant to ss.403(c)(2)(A)
         of the Act, the Employer may demand  repayment of such  contribution at
         any time  within one (1) year  following  the time of  payment  and the
         Trustees  shall return such amount to the  Employer  within the one (1)
         year period. Earnings of the Plan attributable to the contributions may
         not be returned to the  Employer  but any losses  attributable  thereto
         must reduce the amount so returned.

9.8      Bonding

         Every Fiduciary, except a bank or an insurance company, unless exempted
         by the Act and regulations thereunder, shall be bonded in an amount not
         less  than 10% of the  amount  of the  funds  such  Fiduciary  handles;
         provided,  however,  that the  minimum  bond  shall be  $1,000  and the
         maximum bond, $500,000. The amount of funds handled shall be determined
         at the  beginning  of each Plan Year by the amount of funds  handled by
         such person,  group, or class to be covered and their predecessors,  if
         any,  during the preceding  Plan Year, or if there is no preceding Plan
         Year,  then by the  amount of the funds to be  handled  during the then
         current year. The bond shall provide protection to the Plan against any
         loss by reason of acts of fraud or dishonesty by the Fiduciary alone or
         in  connivance  with  others.  The surety  shall be a corporate  surety
         company (as such term is used in Act ss.412(a)(2)),  and the bond shall
         be in a  form  approved  by the  Secretary  of  Labor.  Notwithstanding
         anything in the Plan to the  contrary,  the cost of such bonds shall be
         an expense of and may, at the  election of the  Administrator,  be paid
         from the Trust Fund or by the Employer.

                                       51
<PAGE>

9.9      Employer's and Trustee's Protective Clause

         Neither the Employer nor the Trustee,  nor their  successors,  shall be
         responsible  for the validity of any Contract  issued  hereunder or for
         the failure on the part of the Insurer to make payments provided by any
         such Contract,  or for the action of any person which may delay payment
         or  render a  Contract  null and void or  unenforceable  in whole or in
         part.

9.10     Insurer's Protective Clause

         The  Insurer  who shall issue  Contracts  hereunder  shall not have any
         responsibility  for the  validity  of this Plan or for the tax or legal
         aspects of this Plan.  The Insurer shall be protected and held harmless
         in acting in accordance with any written direction of the Trustee,  and
         shall have no duty to see to the  application  of any funds paid to the
         Trustee,  nor be  required  to  question  any  actions  directed by the
         Trustee.  Regardless of any  provision of this Plan,  the Insurer shall
         not be  required  to take or permit any action or allow any  benefit or
         privilege  contrary  to the  terms  of any  Contract  which  it  issues
         hereunder, or the rules of the Insurer.

9.11     Receipt and Release for Payments

         Any   payment  to  any   Participant,   their   legal   representative,
         Beneficiary,  or to  any  guardian  or  committee  appointed  for  such
         Participant or  Beneficiary  in accordance  with the provisions of this
         Plan,  shall,  to the extent  thereof,  be in full  satisfaction of all
         claims hereunder against the Trustee and the Employer.

9.12     Action by the Employer

         Whenever  the  Employer  under  the terms of the Plan is  permitted  or
         required to do or perform any act or matter or thing,  it shall be done
         and performed by a person duly  authorized  by its legally  constituted
         authority.

9.13     Named Fiduciaries and Allocation of Responsibility

         The  "named  Fiduciaries"  of this Plan are (1) the  Employer,  (2) the
         Administrator,   (3)  the  Trustee,  and  (4)  any  Investment  Manager
         appointed  hereunder.  The named  Fiduciaries  shall  have  only  those
         specific  powers,  duties,  responsibilities,  and  obligations  as are
         specifically given them under the Plan. In general,  the Employer shall
         have the sole responsibility for making the contributions  provided for
         under  section  4.1;  and shall have the sole  authority to appoint and
         remove the  Trustee  and the  Administrator;  to  designate  investment
         vehicles  to be held  in the  Trust  Fund;  to  direct  or  appoint  an
         Investment Manager to direct the Trustee with respect to investments of
         the Trust Fund;  and to amend the elective  provisions  of the Adoption
         Agreement  or  terminate,   in  whole  or  in  part,   the  Plan.   The
         Administrator shall have the sole responsibility for the administration
         of the Plan,  which  responsibility  is  specifically  described in the
         Plan. The Trustee shall have the  responsibility to hold and invest the
         assets of the Trust Fund as directed  by the  Employer,  an  Investment
         Manager, the Administrator or Participants pursuant to the terms of the
         Plan.  Each  named  Fiduciary   warrants  that  any  directions  given,
         information  furnished,  or action  taken by it shall be in  accordance
         with the  provisions  of the Plan,  authorizing  or providing  for such
         direction, information or action. Furthermore, each named Fiduciary may
         rely upon any such  direction,  information  or action of another named
         Fiduciary as being proper under the Plan, and is not required under the
         Plan to inquire into the propriety of any such  direction,  information
         or action.  It is  intended  under the Plan that each  named  Fiduciary
         shall be responsible for the proper exercise of its own powers, duties,
         responsibilities  and  obligations  under the Plan. No named  Fiduciary
         shall guarantee the Trust Fund in any manner against investment loss or
         depreciation in asset value. Any person or group may serve in more than
         one Fiduciary capacity.

9.14     Headings

         The  headings  and  subheadings  of this Plan have  been  inserted  for
         convenience of reference and are to be ignored in any  construction  of
         the provisions hereof.

                                       52
<PAGE>

9.15     Approval by Internal Revenue Service

         (a)      Notwithstanding  anything herein to the contrary, if, pursuant
                  to a timely application filed by or in behalf of the Plan, the
                  Commissioner  of Internal  Revenue  Service or their  delegate
                  should determine that the Plan does not initially qualify as a
                  tax-exempt  plan  under  Code  ss.ss.401  and  501,  and  such
                  determination  is not contested,  or if contested,  is finally
                  upheld,  then if the Plan is a new  plan,  it shall be void ab
                  initio  and  all  amounts  contributed  to  the  Plan,  by the
                  Employer,  less expenses  paid,  shall be returned  within one
                  year and the Plan shall  terminate,  and the Trustee  shall be
                  discharged    from   all   further    obligations.    If   the
                  disqualification  relates  to an amended  plan,  then the Plan
                  shall operate as if it had not been amended and restated.

         (b)      Except as specifically stated in the Plan, any contribution by
                  the  Employer  to the  Trust  Fund  is  conditioned  upon  the
                  deductibility  of the  contribution  by the Employer under the
                  Code and, to the extent any such deduction is disallowed,  the
                  Employer   may   within  one  (1)  year   following   a  final
                  determination of the  disallowance,  whether by agreement with
                  the Internal  Revenue  Service or by final decision of a court
                  of competent jurisdiction, demand repayment of such disallowed
                  contribution  and the Trustee  shall return such  contribution
                  within one (1) year  following the  disallowance.  Earnings of
                  the Plan  attributable to the excess  contribution  may not be
                  returned to the Employer,  but any losses attributable thereto
                  must reduce the amount so returned.

         (c)      If  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.

9.16     Uniformity

         All  provisions  of this Plan  shall be  interpreted  and  applied in a
         uniform, nondiscriminatory manner.

9.17     Payment of Benefits

         Benefits  under  this Plan shall be paid,  subject to section  6.10 and
         section 6.11 only upon death, Total and Permanent Disability, normal or
         early retirement, termination of employment, or upon Plan Termination.

                                   ARTICLE X

                             PARTICIPATING EMPLOYERS

10.1     Election to Become a Participating Employer

         Notwithstanding  anything  herein to the contrary,  with the consent of
         the Employer and Trustee,  any Affiliated  Employer may adopt this Plan
         and all of the provisions  hereof,  and participate herein and be known
         as a Participating Employer, by a properly executed document evidencing
         said intent and will of such Participating Employer.

10.2     Requirements of Participating Employers

         (a)      Each  Participating  Employer  shall be required to select the
                  same Adoption  Agreement  provisions as those  selected by the
                  Employer  other than the Plan Year,  the Fiscal Year, and such
                  other items that must, by necessity, vary among employers.

         (b)      Each such Participating  Employer shall be required to use the
                  same Trustee as provided in this Plan.

         (c)      The Trustee may, but shall not be required to, commingle, hold
                  and  invest  as one  Trust  Fund  all  contributions  made  by
                  Participating Employers, as well as all increments thereof.

         (d)      The  transfer  of  any  Participant  from  or to  an  Employer
                  participating in this Plan, whether they be an Employee of the
                  Employer or a  Participating  Employer,  shall not affect such
                  Participant's  rights under the Plan, and all amounts credited
                  to such  Participant's  Account  as well as their  accumulated
                  service time with the  transferor  or  predecessor,  and their
                  length of  participation  in the Plan, shall continue to their
                  credit.

         (e)      Any  expenses of the Plan which are to be paid by the Employer
                  or borne by the Trust Fund shall be paid by each Participating
                  Employer in the same proportion that the total amount standing
                  to the credit of all  Participants  employed by such  Employer
                  bears to the total standing to the credit of all Participants.



                                       53
<PAGE>

10.3     Designation of Agent

         Each Participating  Employer shall be deemed to be a part of this Plan;
         provided,  however,  that with respect to all of its relations with the
         Trustee  and   Administrator   for  the  purpose  of  this  Plan,  each
         Participating  Employer shall be deemed to have designated  irrevocably
         the  Employer  as its  agent.  Unless the  context of the Plan  clearly
         indicates the contrary,  the word "Employer" shall be deemed to include
         each Participating Employer as related to its adoption of the Plan.

10.4     Employee Transfers

         It  is  anticipated  that  an  Employee  may  be  transferred   between
         Participating  Employers,  and in the event of any such  transfer,  the
         Employee involved shall carry with them their  accumulated  service and
         eligibility.  No such transfer shall effect a termination of employment
         hereunder,  and the  Participating  Employer  to which the  Employee is
         transferred shall thereupon become obligated  hereunder with respect to
         such Employee in the same manner as was the Participating Employer from
         whom the Employee was transferred.

10.5     Participating Employer's Contribution and Forfeitures

         Any contribution or Forfeiture  subject to allocation  during each Plan
         Year shall be allocated  among all  Participants  of all  Participating
         Employers in accordance  with the provisions of this Plan. On the basis
         of the information  furnished by the  Administrator,  the Trustee shall
         keep  separate  books  and  records  concerning  the  affairs  of  each
         Participating  Employer hereunder and as to the accounts and credits of
         the Employees of each Participating Employer. The Trustee may, but need
         not,   register   Contracts  so  as  to  evidence   that  a  particular
         Participating Employer is the interested Employer hereunder, but in the
         event of an  Employee  transfer  from  one  Participating  Employer  to
         another,  the employing  Employer shall immediately  notify the Trustee
         thereof.

10.6     Amendment

         Amendment  of this Plan by the Employer at any time when there shall be
         a Participating  Employer hereunder shall only be by the written action
         of each and every  Participating  Employer  and with the consent of the
         Trustee where such consent is necessary in accordance with the terms of
         this Plan.

10.7     Discontinuance of Participation

         Except in the case of a Standardized  Plan, any Participating  Employer
         shall be permitted to  discontinue or revoke its  participation  in the
         Plan at any time. At the time of any such discontinuance or revocation,
         satisfactory  evidence thereof and of any applicable conditions imposed
         shall  be  delivered  to the  Trustee.  The  Trustee  shall  thereafter
         transfer,  deliver  and assign  Contracts  and other  Trust Fund assets
         allocable to the  Participants of such  Participating  Employer to such
         new  Trustee  as  shall  have  been  designated  by such  Participating
         Employer,  in the event that it has established a separate pension plan
         for its Employees  provided,  however,  that no such transfer  shall be
         made if the result is the elimination or reduction of any "ss.411(d)(6)
         protected  benefits" in accordance with section 8.1(e). If no successor
         is  designated,  the Trustee shall retain such assets for the Employees
         of said  Participating  Employer  pursuant to the provisions of Article
         VII hereof.  In no such event shall any part of the corpus or income of
         the Trust Fund as it relates to such Participating Employer be used for
         or diverted for purposes  other than for the  exclusive  benefit of the
         Employees of such Participating Employer.

10.8     Administrator's Authority

         The  Administrator  shall have  authority to make any and all necessary
         rules or regulations,  binding upon all Participating Employers and all
         Participants, to effectuate the purpose of this Article.

10.9     Participating Employer Contribution for Affiliate

         If any  Participating  Employer is  prevented  in whole or in part from
         making a contribution which it would otherwise have made under the Plan
         by reason of having no current or  accumulated.39  earnings or profits,
         or because  such  earnings  or profits  are less than the  contribution
         which  it  would   otherwise   have  made,   then,   pursuant  to  Code
         ss.404(a)(3)(B),  so much of the contribution  which such Participating
         Employer was so prevented  from making may be made,  for the benefit of
         the participating  employees of such Participating  Employer,  by other
         Participating  Employers who are members of the same  affiliated  group
         within the  meaning of Code  ss.1504 to the extent of their  current or
         accumulated earnings or profits,  except that such contribution by each
         such other Participating Employer shall be limited to the proportion of
         its total current and accumulated  earnings or profits  remaining after
         adjustment for its contribution to the Plan made without regard to this
         paragraph  which the total  prevented  contribution  bears to the total

                                       54
<PAGE>

         current and  accumulated  earnings or profits of all the  Participating
         Employers  remaining after adjustment for all contributions made to the
         Plan without  regard to this  paragraph.  A  Participating  Employer on
         behalf of whose  employees a contribution  is made under this paragraph
         shall not be  required  to  reimburse  the  contributing  Participating
         Employers.

                                   ARTICLE XI

                           CASH OR DEFERRED PROVISIONS

Notwithstanding  any  provisions in the Plan to the contrary,  the provisions of
this Article shall apply with respect to any 401(k) Profit Sharing Plan.

Notwithstanding  anything in this Article to the  contrary,  effective as of the
Plan  Year in which  this  amendment  becomes  effective,  the  Actual  Deferral
Percentage  Test and the Actual  Contribution  Percentage  Test shall be applied
(and  adjusted)  by  applying  the  Family  Member  aggregation  rules  of  Code
ss.414(q)(6).

11.1     Formula for Determining Employer's Contribution

         For each Plan Year, the Employer shall contribute to the Plan:

         (a)      The  amount of the total  salary  reduction  elections  of all
                  Participants  made pursuant to section  11.2(a),  which amount
                  shall be deemed an Employer's Elective Deferral  Contribution,
                  plus

         (b)      If   specified   in  the   Adoption   Agreement,   a  Matching
                  Contribution equal to the percentage specified in the Adoption
                  Agreement of the  Deferred  Compensation  of each  Participant
                  eligible  to  share  in  the   allocations   of  the  Matching
                  Contribution, plus

         (c)      If  specified  in  the  Adoption  Agreement,  a  discretionary
                  amount,   if  any,   which  shall  be  deemed  an   Employer's
                  Nonelective Contribution, plus

         (d)      A Qualified  Nonelective  Contribution  or Qualified  Matching
                  Contribution,  if any,  in an amount to be  determined  by the
                  Employer. If the Employer so designates, such contribution( s)
                  shall be treated as an Elective Deferral Contribution.

         (e)      Notwithstanding   the  foregoing,   however,   the  Employer's
                  contributions for any Fiscal Year shall not exceed the maximum
                  amount  allowable  as a deduction  to the  Employer  under the
                  provisions of Codess.404.  All  contributions  by the Employer
                  shall  be made in cash or in such  employer  securities  as is
                  acceptable to the Trustee.

         (f)      Except,  however,  to the extent  necessary to provide the top
                  heavy  minimum   allocations,   the  Employer   shall  make  a
                  contribution  even if it exceeds  current or  accumulated  Net
                  Profit or the amount which is deductible under Codess.404.

         (g)      Employer Elective Deferral  Contributions  accumulated through
                  payroll  deductions  shall  be paid to the  Trustee  as of the
                  earliest date on which such  contributions  can  reasonably be
                  segregated  from the  Employer's  general  assets,  but in any
                  event  within  ninety  (90) days  from the date on which  such
                  amounts would  otherwise have been payable to the  Participant
                  in   cash.    The    provisions   of   Department   of   Labor
                  regulationsss.2510.3-102 are incorporated herein by reference.
                  Furthermore,  any additional Employer  contributions which are
                  allocable  to the  Participant's  Elective  Account for a Plan
                  Year shall be paid to the Plan no later than the  twelve-month
                  period immediately following the close of such Plan Year.

11.2     Participant's Salary Reduction Election

         (a)      If selected in the Adoption  Agreement,  each  Participant may
                  elect  to defer  their  Compensation  which  would  have  been
                  received  in the Plan  Year,  but for the  deferral  election,
                  subject to the  limitations  of this  section and the Adoption
                  Agreement.  A deferral election (or modification of an earlier
                  election) may not be made with respect to  Compensation  which
                  is currently  available on or before the date the  Participant
                  executed such  election,  or if later,  the latest of the date
                  the Employer adopts this cash or deferred arrangement,  or the
                  date such arrangement  first became  effective.  Any elections
                  made pursuant to this section  shall become  effective as soon
                  as  is   administratively   feasible.   The  amount  by  which
                  Compensation is reduced shall be that  Participant's  Deferred
                  Compensation and be treated as an Employer  Elective  Deferral
                  Contribution  and  allocated  to that  Participant's  Elective
                  Account.  Once  made,  a  Participant's   election  to  reduce
                  Compensation   shall  remain  in  effect  until   modified  or
                  terminated.  Modifications  may be  made as  specified  in the
                  Adoption Agreement,  and terminations may be made at any time.
                  Any  modification  or  termination  of an election will become
                  effective as soon as is administratively feasible.

                                       55
<PAGE>

         (b)      The balance in each  Participant's  Elective  Account shall be
                  fully  Vested  at  all  times  and  shall  not be  subject  to
                  Forfeiture for any reason.

         (c)      Amounts  held in the  Participant's  Elective  Account  may be
                  distributable  as  permitted  under the Plan,  but in no event
                  prior to the earlier of:

                  (1)      a Participant's termination of employment,  Total and
                           Permanent Disability, or death;

                  (2)      a Participant's  attainment of age 59 1/2(only in the
                           case of a profit sharing plan);.

                  (3)      the  proven  financial  hardship  of  a  Participant,
                           subject to the limitations of section 11.8;

                  (4)      the  termination of the Plan without the existence at
                           the  time  of Plan  termination  of  another  defined
                           contribution  plan  (other  than  an  employee  stock
                           ownership plan as defined in Code  ss.4975(e)(7))  or
                           the establishment of a successor defined contribution
                           plan (other than an employee stock  ownership plan as
                           defined in Code  ss.4975(e)(7)) by the Employer or an
                           Affiliated  Employer  within the period ending twelve
                           months after distribution of all assets from the Plan
                           maintained by the Employer

                  (5)      the date of the  sale by the  Employer  to an  entity
                           that is not an Affiliated  Employer of  substantially
                           all  of  the  assets  (within  the  meaning  of  Code
                           ss.409(d)(2))  with  respect  to  a  Participant  who
                           continues  employment with the corporation  acquiring
                           such assets; or

                  (6)      the date of the sale by the Employer or an Affiliated
                           Employer of its interest in a subsidiary  (within the
                           meaning of Code  ss.409(d)(3))  to an entity  that is
                           not  an   Affiliated   Employer  with  respect  to  a
                           Participant   who  continues   employment  with  such
                           subsidiary.

         (d)      A Participant's Deferred Compensation made under this Plan and
                  all other  plans,  contracts or  arrangements  of the Employer
                  maintaining this Plan shall not exceed the limitation  imposed
                  by Code ss.402(g), as in effect for the calendar year in which
                  such Plan Year began.  If such dollar  limitation  is exceeded
                  solely from Elective  Deferral  Contributions  made under this
                  Plan  or  any  other  Plan  maintained  by  the  Employer,   a
                  Participant will be deemed to have notified the  Administrator
                  of such excess amount which shall be  distributed  in a manner
                  consistent with section 11.2(f).  This dollar limitation shall
                  be adjusted  annually  pursuant to the method provided in Code
                  ss.415(d) in accordance with Regulations.

         (e)      In  the  event  a   Participant   has   received   a  hardship
                  distribution pursuant to Regulationss.1.401(k)-1(d)(2)(iii)(B)
                  from any other plan  maintained  by the Employer or from their
                  Participant's  Elective Account pursuant to section 11.8, then
                  such  Participant  shall  not be  permitted  to  elect to have
                  Deferred Compensation  contributed to the Plan on their behalf
                  for a period of twelve  (12) months  following  the receipt of
                  the  distribution.  Furthermore,  the dollar  limitation under
                  Codess.402(g)   shall  be   reduced,   with   respect  to  the
                  Participant's taxable year following the taxable year in which
                  the  hardship  distribution  was made,  by the  amount of such
                  Participant's Deferred Compensation,  if any, made pursuant to
                  this Plan (and any other plan  maintained by the Employer) for
                  the taxable year of the hardship distribution.

         (f)      If a  Participant's  Deferred  Compensation  under  this  Plan
                  together with any Elective Deferral  Contributions (as defined
                  in Regulationss.1.402(g)-1(b)) under another qualified cash or
                  deferred   arrangement  (as  defined  in   Codess.401(k)),   a
                  simplified  employee pension (as defined in Codess.408(k)),  a
                  salary  reduction  arrangement  (within  the  meaning  of Code
                  ss.3121(a)(5)(D)),   a   deferred   compensation   plan  under
                  Codess.457,   or  a  trust   described  in   Codess.501(c)(18)
                  cumulatively  exceed the limitation  imposed by  Codess.402(g)
                  (as adjusted  annually in accordance  with the method provided
                  in  Code   ss.415(d)   pursuant  to   Regulations)   for  such
                  Participant's  taxable year,  the  Participant  may, not later
                  than  March 1st  following  the close of their  taxable  year,
                  notify the Administrator in writing of such excess and request
                  that their Deferred Compensation under this Plan be reduced by

                                       56
<PAGE>

                  an amount  specified by the  Participant.  In such event,  the
                  Administrator  shall  direct the  Trustee to  distribute  such
                  excess amount (and any Income allocable to such excess amount)
                  to the  Participant  not  later  than  the  first  April  15th
                  following the close of the  Participant's  taxable  year.  Any
                  distribution of less than the entire amount of Excess Deferred
                  Compensation  and  Income  shall  be  treated  as a  pro  rata
                  distribution of Excess Deferred  Compensation and Income.  The
                  amount distributed shall not exceed the Participant's Deferred
                  Compensation   under  the  Plan  for  the  taxable  year.  Any
                  distribution  on or before  the last day of the  Participant's
                  taxable year must satisfy each of the following conditions:

                  (1)      the Participant  shall designate the  distribution as
                           Excess Deferred Compensation;

                  (2)      the distribution must be made after the date on which
                           the Plan received the Excess  Deferred  Compensation;
                           and

                  (3)      the  Plan  must  designate  the   distribution  as  a
                           distribution of Excess Deferred Compensation.


                  Any  distribution  under this section shall be made first from
                  unmatched Deferred Compensation and, thereafter, from Deferred
                  Compensation which is matched.  Matching  contributions  which
                  relate  to  such  Excess  Deferred   Compensation.   shall  be
                  forfeited regardless of vesting, in lieu of being distributed.

                  For the purpose of this section,  "Income" means the amount of
                  income or loss allocable to a  Participant's  Excess  Deferred
                  Compensation  and shall be equal to the allocable gain or loss
                  for the taxable  year of the  Participant.  The income or loss
                  allocable  is  determined  by  multiplying  the income or loss
                  allocable to the Participant's  Deferred  Compensation for the
                  respective period by a fraction. The numerator of the fraction
                  is the  Participant's  Excess  Deferred  Compensation  for the
                  taxable  year  of  the  Participant.  The  denominator  is the
                  balance  of  the   Participant's   Elective  Account  that  is
                  attributable  to  the  Participant's   Deferred   Compensation
                  without  regard to any  income or loss  occurring  during  the
                  taxable year.

                  Income  or  loss  allocable  to  any  distribution  of  Excess
                  Deferred Compensation on or before the last day of the taxable
                  year of the Participant shall be calculated from the first day
                  of the taxable  year of the  Participant  to the date on which
                  the distribution is made.

                  For any distribution under this section,  the amount of Income
                  may be computed  using a reasonable  method that is consistent
                  with section 4.3(c), provided such method is used consistently
                  for all  Participants and for all such  distributions  for the
                  Plan Year.

         (g)      Notwithstanding  the above, a  Participant's  Excess  Deferred
                  Compensation  shall be  reduced,  but not below  zero,  by any
                  distribution and/or recharacterization of Excess Contributions
                  pursuant to section  11.5(a) for the Plan Year  beginning with
                  or within the taxable year of the Participant.

         (h)      At  Normal  Retirement  Date,  or such  other  date  when  the
                  Participant  shall be entitled to receive  benefits,  the fair
                  market value of the  Participant's  Elective  Account shall be
                  used  to  provide   benefits  to  the   Participant  or  their
                  Beneficiary.

         (i)      Employer Elective Deferral Contributions made pursuant to this
                  section  may be  segregated  into a separate  account for each
                  Participant   in  a   federally   insured   savings   account,
                  certificate   of  deposit  in  a  bank  or  savings  and  loan
                  association,  money market  certificate,  or other  short-term
                  debt security acceptable to the Trustee until such time as the
                  allocations pursuant to section 11.3 have been made.

         (j)      The  Employer  and the  Administrator  shall adopt a procedure
                  necessary to implement the salary reduction elections provided
                  for herein.

11.3     Allocation of Contribution, Forfeitures and Earnings

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

                                       57
<PAGE>

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

                  (1)      With  respect  to the  Employer's  Elective  Deferral
                           Contribution  made  pursuant to section  11.1(a),  to
                           each  Participant's  Elective  Account  in an  amount
                           equal   to   each   such    Participant's    Deferred
                           Compensation for the year.

                  (2)      With respect to the Employer's Matching  Contribution
                           made   pursuant   to   section   11.1(b),   to   each
                           Participant's  Account  in  accordance  with  section
                           11.1(b)

                  Except, however, a Participant who is not credited with a Year
                  of  Service  during  any Plan Year shall or shall not share in
                  the Employer's Matching Contribution for that year as provided
                  in the Adoption Agreement.  However, if this is a standardized
                  Plan, a  Participant  shall share in the  Employer's  Matching
                  Contribution regardless of Hours of Service.

                  (3)      With   respect   to   the   Employer's    Nonelective
                           Contribution  made  pursuant to section  11.1(c),  to
                           each  Participant's  Account in  accordance  with the
                           provisions   of  sections   4.3(b)(1)  or  4.3(b)(2),
                           whichever is applicable, 4.3(k) and 4.3(l).

                  (4)      With respect to the Employer's Qualified  Nonelective
                           Contribution  made  pursuant to section  11.1(d),  to
                           each  Participant's  Account  in the same  proportion
                           that each  such  Participant's  Compensation  for the
                           year   bears  to  the  total   Compensation   of  all
                           Participants  for such year.  However,  if elected in
                           the    non-standardized    Adoption   Agreement,    a
                           Participant  who is  not  credited  with  a  Year  of
                           Service  during  any Plan Year shall not share in the
                           Employer's  Qualified  Nonelective  Contribution  for
                           that  year,   unless  required  pursuant  to  section
                           4.3(h).  In  addition,  the  provisions  of  sections
                           4.3(k) and  4.3(l)  shall  apply with  respect to the
                           allocation of the  Employer's  Qualified  Nonelective
                           contribution.

         (c)      Notwithstanding anything in the Plan to the contrary, for Plan
                  Years  beginning  after  December  31,  1988,  in deter mining
                  whether a Non-Key  Employee has received the required  minimum
                  allocation  pursuant to section 4.3(f) such Non-Key Employee's
                  Deferred  Compensation  and  Matching  Contributions  used  to
                  satisfy  the "Actual  Deferral  Percentage"  test  pursuant to
                  section 11.4(a) or the "Actual  Contribution  Percentage" test
                  of section 11.6(a) shall not be taken into account.

         (d)      Notwithstanding anything herein to the contrary,  participants
                  who terminated  employment during the Plan Year shall share in
                  the salary  reduction  contributions  made by the Employer for
                  the year of termination without regard to the Hours of Service
                  credited.

         (e)      Notwithstanding  anything  herein to the contrary  (other than
                  sections 11.3(d) and 11.3(g)),  any Participant who terminated
                  employment  during the Plan Year for reasons other than death,
                  Total and Permanent  Disability,  or retirement shall or shall
                  not  share  in  the  allocations  of the  Employer's  Matching
                  Contribution made pursuant to section 11.1(b),  the Employer's
                  Nonelective  Contributions  made pursuant to section  11.1(c),
                  the  Employer's   Qualified   Nonelective   Contribution  made
                  pursuant to section  11.1(d),  and  Forfeitures as provided in
                  the Adoption Agreement. Notwithstanding the foregoing, if this
                  is a standardized Plan, any such terminated  Participant shall
                  share in such allocations provided the terminated  Participant
                  completed more than 500 Hours of Service.

         (f)      Notwithstanding anything herein to the contrary,  Participants
                  terminating   for  reasons  of  death,   Total  and  Permanent
                  Disability, or retirement shall share in the allocation of the
                  Employer's  Matching  Contribution  made  pursuant  to section
                  11.1(b),   the  Employer's   Nonelective   Contributions  made
                  pursuant  to  section   11.1(c),   the  Employer's   Qualified
                  Nonelective Contribution made pursuant to section 11.1(d), and
                  Forfeitures as provided in this section  regardless of whether
                  they completed a Year of Service during the Plan Year.

                                       58
<PAGE>

11.4     Actual Deferral Percentage Tests

         (a)      Maximum Annual Allocation:  The annual allocation derived from
                  Employer  Elective  Deferral  Contributions  and other amounts
                  treated as Elective Deferral  Contributions to a Participant's
                  Account shall satisfy one of the following tests:

                  (1)      The  "Actual  Deferral  Percentage"  for  the  Highly
                           Compensated  Participant group shall not be more than
                           the "Actual  Deferral  Percentage"  of the Non-Highly
                           Compensated Participant group multiplied by 1.25, or

                  (2)      The excess of the "Actual  Deferral  Percentage"  for
                           the  Highly  Compensated  Participant  group over the
                           "Actual  Deferral   Percentage"  for  the  Non-Highly
                           Compensated  Participant group shall not be more than
                           two  percentage  points.  Additionally,  the  "Actual
                           Deferral   Percentage"  for  the  Highly  Compensated
                           Participant   group  shall  not  exceed  the  "Actual
                           Deferral  Percentage" for the Non-Highly  Compensated
                           Participant  group multiplied by 2. The provisions of
                           Code ss.401(k)(3) and Regulation ss.1.401(k)-1(b) are
                           incorporated herein by reference.

                           However,   to  prevent  the   multiple   use  of  the
                           alternative  method  described  in (2) above and Code
                           ss.401(m)(9)(A),  any Highly Compensated  Participant
                           eligible  to  make  Elective  Deferral  Contributions
                           pursuant  to  section  11.2  and  to  make   Employee
                           contributions  or to receive  Matching  Contributions
                           under this Plan or under any other plan maintained by
                           the  Employer or an  Affiliated  Employer  shall have
                           their actual  contribution  ratio reduced pursuant to
                           Regulation  1.401(m)-2,  the  provisions of which are
                           incorporated herein by reference.

         (b)      For the purposes of this section "Actual Deferral  Percentage"
                  means,  with  respect  to the Highly  Compensated  Participant
                  group and Non-Highly Compensated  Participant group for a Plan
                  Year,  the average of the ratios,  calculated  separately  for
                  each  Participant  in such  group,  of the amount of  Employer
                  Elective  Deferral  Contributions and other amounts treated as
                  Elective    Deferral    Contributions    allocated   to   each
                  Participant's   Account   for   such   Plan   Year,   to  such
                  Participant's  "414(s)  Compensation"  for such Plan Year. The
                  actual  deferral  ratio for each  Participant  and the "Actual
                  Deferral Percentage" for each group shall be calculated to the
                  nearest  one-hundredth  of one  percent  of the  Participant's
                  "414(s)    Compensation."     Employer    Elective    Deferral
                  Contributions   allocated  to  each   Non-Highly   Compensated
                  Participant's  Account  shall be  reduced  by Excess  Deferred
                  Compensation  to the extent such excess amounts are made under
                  this Plan or any other plan maintained by the Employer.

         (c)      For the purpose of determining  the actual deferral ratio of a
                  Highly  Compensated  Participant  who is subject to the Family
                  Member  aggregation  rules of Code  ss.414(q)(6)  because such
                  Participant  is either a "five percent  owner" of the Employer
                  or one of the ten (10) Highly  Compensated  Employees paid the
                  greatest  "415  Compensation"  during the year,  the following
                  shall apply:

                  (1)      The  combined  actual  deferral  ratio for the family
                           group   (which   shall  be   treated  as  one  Highly
                           Compensated Participant) shall be the greater of: (i)
                           the ratio determined by aggregating Employer Elective
                           Deferral  Contributions and "414(s)  Compensation" of
                           all   eligible   Family   Members   who  are   Highly
                           Compensated  Participants  without  regard  to family
                           aggregation;   and  (ii)  the  ratio   determined  by
                           aggregating Employer Elective Deferral  Contributions
                           and  "414(s)  Compensation"  of all  eligible  Family
                           Members (including Highly Compensated  Participants).
                           However,  in applying the  $200,000  limit to "414(s)
                           Compensation" for Plan Years beginning after December
                           31,  1988,  Family  Members  shall  include  only the
                           affected Employee's spouse and any lineal descendants
                           who have not  attained age 19 before the close of the
                           Plan Year.

                  (2)      The  Employer  Elective  Deferral  Contributions  and
                           "414(s)  Compensation" of all Family Members shall be
                           disregarded  for purposes of determining  the "Actual
                           Deferral  Percentage" of the  Non-Highly  Compensated
                           Participant  group  except to the  extent  taken into
                           account in paragraph (1) above.

                                       59
<PAGE>

                  (3)      If a  Participant  is required to be  aggregated as a
                           member of more than one family  group in a plan,  all
                           Participants  who are members of those family  groups
                           that include the  Participant  are  aggregated as one
                           family group in accordance  with  paragraphs  (1) and
                           (2) above.

         (d)      For the  purposes  of this  section  and  Codess.ss.401(a)(4),
                  410(b) and 401(k),  if two or more plans which include cash or
                  deferred arrangements are considered one plan for the purposes
                  of    Codess.401(a)(4)    or   410(b)    (other    than   Code
                  ss.401(b)(2)(A)(ii)  as in  effect  for Plan  Years  beginning
                  after  December 31, 1988),  the cash or deferred  arrangements
                  included in such plans shall be treated as one arrangement. In
                  addition,  two or more cash or  deferred  arrangements  may be
                  considered as a single arrangement for purposes of determining
                  whether or not such arrangements satisfy Code ss.ss.401(a)(4),
                  410(b)  and  401(k).  In such a  case,  the  cash or  deferred
                  arrangements  included  in such plans and the plans  including
                  such  arrangements  shall be treated as one arrangement and as
                  one plan for purposes of this section and Codess.ss.401(a)(4),
                  410(b)  and  401(k).   Plans  may  be  aggregated  under  this
                  paragraph (e) only if they have the same plan year.


                  Notwithstanding  the above,  an employee stock  ownership plan
                  described in Code  ss.4975(e)(7) may not be combined with this
                  Plan for purposes of  determining  whether the employee  stock
                  ownership  plan or this Plan  satisfies  this section and Code
                  ss.ss.401(a)(4), 410(b) and 401(k).

         (e)      For the  purposes  of this  section,  if a Highly  Compensated
                  Participant  is a  Participant  under  two (2) or more cash or
                  deferred   arrangements   (other   than  a  cash  or  deferred
                  arrangement  which is part of an employee stock ownership plan
                  as defined  in Code  ss.4975(e)(7)  for Plan  Years  beginning
                  after  December  31,  1988) of the  Employer or an  Affiliated
                  Employer,  all such  cash or  deferred  arrangements  shall be
                  treated as one cash or deferred arrangement for the purpose of
                  determining  the actual  deferral  ratio with  respect to such
                  Highly  Compensated  Participant.  However,  if  the  cash  or
                  deferred   arrangements   have  different  Plan  Years,   this
                  paragraph  shall be applied by  treating  all cash or deferred
                  arrangements ending with or within the same calendar year as a
                  single arrangement.

11.5     Adjustment to Actual Deferral Percentage Tests

         In the event that the initial  allocations of the  Employer's  Elective
         Deferral  Contributions and Qualified Nonelective  Contributions do not
         satisfy one of the tests set forth in section 11.4,  the  Administrator
         shall  adjust  Excess  Contributions  pursuant to the options set forth
         below:

         (a)      On or before the  fifteenth  day of the third month  following
                  the end of each Plan Year, the Highly Compensated  Participant
                  having the  highest  actual  deferral  ratio  shall have their
                  portion of Excess Contributions  distributed to them and/or at
                  their  election   recharacterized   as  a  voluntary  Employee
                  contribution  pursuant  to section  4.8 until one of the tests
                  set forth in section 11.4 is satisfied,  or until their actual
                  deferral ratio equals the actual  deferral ratio of the Highly
                  Compensated  Participant  having  the  second  highest  actual
                  deferral  ratio.  This process shall continue until one of the
                  tests set forth in section 11.4 is satisfied.  For each Highly
                  Compensated Participant, the amount of Excess Contributions is
                  equal to the Elective Deferral Contributions and other amounts
                  treated as Elective Deferral  Contributions  made on behalf of
                  such Highly Compensated  Participant  (determined prior to the
                  application of this paragraph) minus the amount  determined by
                  multiplying  the  Highly  Compensated   Participant's   actual
                  deferral   ratio   (determined   after   application  of  this
                  paragraph)  by  their  "414(s)  Compensation.".   However,  in
                  determining   the  amount  of  Excess   Contributions   to  be
                  distributed and/or recharacterized with respect to an affected
                  Highly  Compensated  Participant  as determined  herein,  such
                  amount  shall be reduced by any Excess  Deferred  Compensation
                  previously  distributed  to such affected  Highly  Compensated
                  Participant  for their taxable year ending with or within such
                  Plan  Year.  Any  distribution  and/or  recharacterization  of
                  Excess  Contributions  shall  be made in  accordance  with the
                  following:

                  (1)      With   respect   to  the   distribution   of   Excess
                           Contributions    pursuant   to   (a)   above,    such
                           distribution:

                           (i)      may be  postponed  but not  later  than  the
                                    close of the Plan  Year  following  the Plan
                                    Year to which they are allocable;

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<PAGE>

                           (ii)     shall be made first from unmatched  Deferred
                                    Compensation  and,  thereafter from Deferred
                                    Compensation  which  is  matched.   Matching
                                    contributions  which  relate to such  Excess
                                    Contributions shall be forfeited  regardless
                                    of vesting, in lieu of being distributed;

                           (iii)    shall  be made  from  Qualified  Nonelective
                                    Contributions    and   Qualified    Matching
                                    Contributions  treated as Elective  Deferral
                                    Contributions only to the extent that Excess
                                    Contributions  exceed  the  balance  in  the
                                    Participant's  Elective Account attributable
                                    to Deferred Compensation.

                           (iv)     shall be adjusted for Income; and

                           (v)      shall be  designated  by the  Employer  as a
                                    distribution  of Excess  Contributions  (and
                                    Income).

                  (2)      With  respect  to the  recharacterization  of  Excess
                           Contributions    pursuant   to   (a)   above,    such
                           recharacterized amounts:

                           (i)      shall be deemed to have occurred on the date
                                    on   which   the   last  of   those   Highly
                                    Compensated    Participants    with   Excess
                                    Contributions  to  be   recharacterized   is
                                    notified of the  recharacterization  and the
                                    tax consequences of such recharacterization;

                           (ii)     shall not  exceed  the  amount  of  Deferred
                                    Compensation   on  behalf   of  any   Highly
                                    Compensated Participant for any Plan Year;

                           (iii)    shall  be  treated  as  Voluntary   Employee
                                    Contributions    for    purposes   of   Code
                                    ss.401(a)(4)          and         Regulation
                                    ss.1.401(k)-1(b).  However,  for purposes of
                                    sections  2.2  and  4.3(f),  recharacterized
                                    Excess Contributions  continue to be treated
                                    as Employer  contributions that are Deferred
                                    Compensation.      Excess      Contributions
                                    recharacterized    as   Voluntary   Employee
                                    Contributions    shall    continue   to   be
                                    nonforfeitable   and  subject  to  the  same
                                    distribution  rules  provided for in section
                                    11.2(c);

                           (iv)     which  relate  to Plan  Years  ending  on or
                                    before  October 24, 1988,  may be treated as
                                    either Employer  contributions  or Voluntary
                                    Employee  Contributions  and therefore shall
                                    not  be  subject  to  the   restrictions  of
                                    section 11.2(c);

                           (v)      are   not    permitted    if   the    amount
                                    recharacterized   plus  Voluntary   Employee
                                    Contributions  actually  made by such Highly
                                    Compensated Participant,  exceed the maximum
                                    amount of Voluntary  Employee  Contributions
                                    (determined  prior to application of section
                                    11.6)   that   such    Highly    Compensated
                                    Participant  is  permitted to make under the
                                    Plan in the absence of recharacterization;

                           (vi)     shall be adjusted for Income.

                  (3)      Any distribution  and/or  recharacterization  of less
                           than the entire amount of Excess  Contributions shall
                           be  treated  as  a  pro  rata   distribution   and/or
                           recharacterization   of  Excess   Contributions   and
                           Income.

                  (4)      The    determination   and   correction   of   Excess
                           Contributions  of a  Highly  Compensated  Participant
                           whose actual  deferral ratio is determined  under the
                           family  aggregation  rules shall be  accomplished  as
                           follows:

                           (i)      If the actual  deferral ratio for the Highly
                                    Compensated  Participant  is  determined  in
                                    accordance with section 11.4(c)(1)(ii), then
                                    the actual  deferral  ratio shall be reduced
                                    as   required    herein   and   the   Excess
                                    Contributions  for the family  unit shall be
                                    allocated   among  the  Family   Members  in
                                    proportion   to   the   Elective    Deferral
                                    Contributions  of each  Family  Member  that
                                    were  combined to determine the group actual
                                    deferral ratio.

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<PAGE>

                           (ii)     If the actual  deferral ratio for the Highly
                                    Compensated  Participant is determined under
                                    section   11.4(c)(1)(i),   then  the  actual
                                    deferral  ratio  shall  first be  reduced as
                                    required  herein,  but not below the  actual
                                    deferral   ratio  of  the  group  of  Family
                                    Members  who  are  not  Highly   Compensated
                                    Participants   without   regard   to  family
                                    aggregation.    The   Excess   Contributions
                                    resulting from this initial  reduction shall
                                    be  allocated  (in  proportion  to  Elective
                                    Deferral  Contributions)  among  the  Highly
                                    Compensated   Participants   whose  Elective
                                    Deferral   Contributions  were  combined  to
                                    determine  the  actual  deferral  ratio.  If
                                    further  reduction is still  required,  then
                                    Excess  Contributions  resulting  from  this
                                    further  reduction  shall be  determined  by
                                    taking into account the contributions of all
                                    Family Members and shall be allocated  among
                                    them  in  proportion  to  their   respective
                                    Elective Deferral Contributions.

         (b)      Within twelve (12) months after the end of the Plan Year,  the
                  Employer   shall   make  a   special   Qualified   Nonelective
                  Contribution or Qualified  Matching  Contribution on behalf of
                  Non-Highly Compensated Participants in an amount sufficient to
                  satisfy one of the tests set forth in section 11.4(a).

         (c)      For  purposes of this  section,  "Income"  means the income or
                  loss allocable to Excess  Contributions  which shall equal the
                  sum of the allocable gain or loss for the Plan Year.

         (d)      Any  amounts  not  distributed  or  recharacterized  within  2
                  1/2months  after the end of the Plan Year  shall be subject to
                  the 10% Employer excise tax imposed by Code ss.4979.

11.6     Actual Contribution Percentage Tests

         (a)      The   "Actual   Contribution   Percentage,"   for  the  Highly
                  Compensated Participant group shall not exceed the greater of:

                  (1)      125  percent of such  percentage  for the  Non-Highly
                           Compensated Participant group; or

                  (2)      the lesser of 200 percent of such  percentage for the
                           Non-Highly  Compensated  Participant  group,  or such
                           percentage for the Non-Highly Compensated Participant
                           group plus 2 percentage points.  However,  to prevent
                           the multiple use of the alternative  method described
                           in this paragraph and Codess.401(m)(9)(A), any Highly
                           Compensated  Participant  eligible  to make  Elective
                           Deferral  Contributions  pursuant to section  11.2 or
                           any other cash or deferred arrangement  maintained by
                           the  Employer or an  Affiliated  Employer and to make
                           Employee   contributions   or  to  receive   Matching
                           Contributions   under  any  plan  maintained  by  the
                           Employer or an Affiliated  Employer  shall have their
                           actual   contribution   ratio  reduced   pursuant  to
                           Regulation    1.401(m)-2.     The    provisions    of
                           Codess.401(m) and  Regulationsss.ss.1.401(m)-1(b) and
                           1.401(m)-2 are incorporated herein by reference.

         (b)      For the  purposes of this  section and section  11.7,  "Actual
                  Contribution  Percentage" for a Plan Year means,  with respect
                  to the Highly  Compensated  Participant  group and  Non-Highly
                  Compensated  Participant  group,  the  average  of the  ratios
                  (calculated separately for each Participant in each group) of:

                  (1)      the  sum  of  Employer  Matching  Contributions  made
                           pursuant  to  section  11.1(b)  (to the  extent  such
                           Matching  Contributions  are not used to satisfy  the
                           tests set forth in section 11.4),  Voluntary Employee
                           Contributions made pursuant to section 4.8 and Excess
                           Contributions  recharacterized  as Voluntary Employee
                           Contributions  pursuant to section  11.5 on behalf of
                           each such Participant for such Plan Year; to

                  (2)      the Participant's "414(s) Compensation" for such Plan
                           Year.

                                       62
<PAGE>

         (c)      For   purposes  of   determining   the  "Actual   Contribution
                  Percentage" and the amount of Excess  Aggregate  Contributions
                  pursuant   to  section   11.7(d),   only   Employer   Matching
                  Contributions  (excluding Matching Contributions  forfeited or
                  distributed pursuant to section 11.2(f),  11.5(a), or 11.7(a))
                  contributed  to the Plan  prior  to the end of the  succeeding
                  Plan Year shall be considered.  In addition, the Administrator
                  may elect to take into  account,  with  respect  to  Employees
                  eligible to have Employer Matching Contributions made pursuant
                  to section 11.1(b) or Voluntary  Employee  Contributions  made
                  pursuant to section 4.8 allocated to their accounts,  Elective
                  Deferral    Contributions    (as    defined   in    Regulation
                  ss.1.402(g)-1(b)) and Qualified Nonelective  Contributions (as
                  defined  in  Codess.401(m)(4)(C))   contributed  to  any  plan
                  maintained   by   the   Employer.   Such   Elective   Deferral
                  Contributions and Qualified Nonelective Contributions shall be
                  treated  as  Employer   Matching   Contributions   subject  to
                  Regulationss.1.401(m)-1(b)(2)  which is incorporated herein by
                  reference. However, the Plan Year must be the same as the plan
                  year of the plan to which the Elective Deferral  Contributions
                  and the Qualified Nonelective Contributions are made.

         (d)      For the purpose of determining the actual  contribution  ratio
                  of a Highly Compensated  Employee who is subject to the Family
                  Member  aggregation  rules of Code  ss.414(q)(6)  because such
                  Employee is either a "five  percent  owner" of the Employer or
                  one of the ten  (10)  Highly  Compensated  Employees  paid the
                  greatest  "415  Compensation"  during the year,  the following
                  shall apply:

                  (1)      The combined actual contribution ratio for the family
                           group   (which   shall  be   treated  as  one  Highly
                           Compensated Participant) shall be the greater of: (i)
                           the ratio determined by aggregating Employer Matching
                           Contributions  made  pursuant to section  11.1(b) (to
                           the extent such Matching  Contributions  are not used
                           to  satisfy  the tests set  forth in  section  11.4),
                           Voluntary  Employee  Contributions  made  pursuant to
                           section 4.8, Excess Contributions  recharacterized as
                           Voluntary Employee  Contributions pursuant to section
                           11.5 and "414(s) Compensation" of all eligible Family
                           Members  who  are  Highly  Compensated   Participants
                           without  regard to family  aggregation;  and (ii) the
                           ratio  determined by  aggregating  Employer  Matching
                           Contributions  made  pursuant to section  11.1(b) (to
                           the extent such Matching  Contributions  are not used
                           to  satisfy  the tests set  forth in  section  11.4),
                           Voluntary  Employee  Contributions  made  pursuant to
                           section 4.8, Excess Contributions  recharacterized as
                           Voluntary Employee  Contributions pursuant to section
                           11.5 and "414(s) Compensation" of all eligible Family
                           Members (including Highly Compensated  Participants).
                           However,  in applying the  $200,000  limit to "414(s)
                           Compensation" for Plan Years beginning after December
                           31,  1988,  Family  Members  shall  include  only the
                           affected Employee's spouse and any lineal descendants
                           who have not  attained age 19 before the close of the
                           Plan Year.

                  (2)      The Employer Matching  Contributions made pursuant to
                           section   11.1(b)  (to  the  extent   such   Matching
                           Contributions  are not used to satisfy  the tests set
                           forth   in   section   11.4),    Voluntary   Employee
                           Contributions  made  pursuant to section 4.8,  Excess
                           Contributions  recharacterized  as Voluntary Employee
                           Contributions  pursuant  to section  11.5 and "414(s)
                           Compensation"   of  all  Family   Members   shall  be
                           disregarded  for purposes of determining  the "Actual
                           Contribution    Percentage"    of   the    Non-Highly
                           Compensated  Participant  group  except to the extent
                           taken into account in paragraph (1) above.

                  (3)      If a  Participant  is required to be  aggregated as a
                           member of more than one family  group in a plan,  all
                           Participants  who are members of those family  groups
                           that include the  Participant  are  aggregated as one
                           family group in accordance  with  paragraphs  (1) and
                           (2) above.

         (e)      For purposes of this section and  Codess.ss.401(a)(4),  410(b)
                  and  401(m),  if two or more  plans of the  Employer  to which
                  Matching Contributions,  Employee contributions,  or both, are
                  made   are    treated   as   one   plan   for    purposes   of
                  Codess.ss.401(a)(4) or 410(b) (other than the average benefits
                  test under Codess.410(b)(2)(A)(ii) as in effect for Plan Years
                  beginning  after  December  31,  1988),  such  plans  shall be
                  treated  as one plan.  In  addition,  two or more plans of the

                                       63
<PAGE>

                  Employer   to   which   Matching    Contributions,    Employee
                  contributions, or both, are made may be considered as a single
                  plan for  purposes  of  determining  whether or not such plans
                  satisfy  Codess.ss.401(a)(4),  410(b)  and  401(m).  In such a
                  case,  the  aggregated  plans must  satisfy  this  section and
                  Codess.ss.401(a)(4),   410(b)  and   401(m)  as  though   such
                  aggregated  plans were a single plan. For plan years beginning
                  after  December 31, 1989,  plans may be aggregated  under this
                  paragraph   only  if   they   have   the   same   plan   year.
                  Notwithstanding  the above,  an employee stock  ownership plan
                  described in Codess.4975(e)(7) may not be aggregated with this
                  Plan for purposes of  determining  whether the employee  stock
                  ownership  plan  or  this  Plan  satisfies  this  section  and
                  Codess.ss.(beta)401(a)(4), 410(b) and 401(m).

         (f)      If a Highly Compensated Participant is a Participant under two
                  or more plans (other than an employee stock  ownership plan as
                  defined in Code  ss.4975(e)(7)  for Plan Years beginning after
                  December 31, 1988) which are  maintained by the Employer or an
                  Affiliated Employer to which Matching Contributions,  Employee
                  contributions,  or both, are made, all such  contributions  on
                  behalf  of  such  Highly  Compensated   Participant  shall  be
                  aggregated for purposes of determining such Highly Compensated
                  Participant's  actual  contribution ratio.  However,  for Plan
                  Years  beginning  after  December 31, 1988,  if the plans have
                  different  plan  years,  this  paragraph  shall be  applied by
                  treating  all plans  ending  with or within the same  calendar
                  year as a single plan.

         (g)      For   purposes  of  sections   11.6(a)  and  11.7,   a  Highly
                  Compensated   Participant   and   a   Non-Highly   Compensated
                  Participant  shall  include  any  Employee  eligible  to  have
                  Matching   Contributions  made  pursuant  to  section  11.1(b)
                  (whether  or not a  deferred  election  was made or  suspended
                  pursuant to section  11.2(e))  allocated to their  account for
                  the Plan Year or to make salary deferrals  pursuant to section
                  11.2 (if the  Employer  uses salary  deferrals  to satisfy the
                  provisions   of   this   section)   or   Voluntary    Employee
                  Contributions   pursuant  to  section  4.8   (whether  or  not
                  Voluntary Employee  Contributions are made) allocated to their
                  account for the Plan Year.

         (h)      For purposes of this section,  "Matching  Contribution"  shall
                  mean  an  Employer  contribution  made  to the  Plan,  or to a
                  contract   described  in  Code  ss.403(b),   on  behalf  of  a
                  Participant  on account of an  Employee  contribution  made by
                  such  Participant,  or on account of a participant's  deferred
                  compensation, under a plan maintained by the Employer.

11.7     Adjustment to Actual Contribution Percentage Tests

         (a)      In the event that the "Actual Contribution Percentage" for the
                  Highly  Compensated  Participant  group  exceeds  the  "Actual
                  Contribution   Percentage"  for  the  Non-Highly   Compensated
                  Participant   group   pursuant   to   section   11.6(a),   the
                  Administrator  (on or before  the  fifteenth  day of the third
                  month  following  the end of the  Plan  Year,  but in no event
                  later than the close of the following  Plan Year) shall direct
                  the   Trustee  to   distribute   to  the  Highly   Compensated
                  Participant  having the  highest  actual  contribution  ratio,
                  their portion of Excess  Aggregate  Contributions  (and Income
                  allocable to such  contributions) or, if forfeitable,  forfeit
                  such non-Vested Excess Aggregate Contributions attributable to
                  Employer Matching  Contributions (and Income allocable to such
                  Forfeitures)  until  either  one of the  tests  set  forth  in
                  section   11.6(a)  is   satisfied,   or  until  their   actual
                  contribution ratio equals the actual contribution ratio of the
                  Highly  Compensated  Participant  having  the  second  highest
                  actual  contribution  ratio. This process shall continue until
                  one of the tests set forth in section  11.6(a)  is  satisfied.
                  The  distribution   and/or   Forfeiture  of  Excess  Aggregate
                  Contributions shall be made in the following order:

                  (1)      Voluntary  Employee  Contributions  including  Excess
                           Contributions  recharacterized  as Voluntary Employee
                           Contributions pursuant to section 11.5(a)(2);

                  (2)      Employer Matching  Contributions shall be distributed
                           (if vested) or forfeited (if non-vested).

         (b)      Any  distribution or Forfeiture of less than the entire amount
                  of  Excess  Aggregate  Contributions  (and  Income)  shall  be
                  treated  as  a  pro  rata  distribution  of  Excess  Aggregate
                  Contributions  and Income.  Distribution  of Excess  Aggregate
                  Contributions  shall  be  designated  by  the  Employer  as  a
                  distribution of Excess Aggregate  Contributions  (and Income).
                  Forfeitures of Excess Aggregate Contributions shall be treated
                  in accordance with section 4.3.

         (c)      Excess Aggregate  Contributions  attributable to amounts other
                  than Voluntary  Employee  Contributions,  including  forfeited
                  Matching   Contributions,   shall  be  treated   as   Employer
                  contributions  for purposes of Code  ss.ss.404 and 415 even if
                  distributed from the Plan.

                                       64
<PAGE>

         (d)      For the  purposes of this  section and section  11.6,  "Excess
                  Aggregate Contributions" means, with respect to any Plan Year,
                  the excess of:

                  (1)      the   aggregate    amount   of   Employer    Matching
                           Contributions  made  pursuant to section  11.1(b) (to
                           the extent such  contributions are taken into account
                           pursuant  to  section  11.6(a)),  Voluntary  Employee
                           Contributions  made  pursuant to section 4.8,  Excess
                           Contributions  recharacterized  as Voluntary Employee
                           Contributions   pursuant  to  section  11.5  and  any
                           Qualified   Nonelective   Contributions  or  Elective
                           Deferral Contributions taken into account pursuant to
                           section 11.6(c) actually made on behalf of the Highly
                           Compensated  Participant  group for such  Plan  Year,
                           over

                  (2)      the maximum  amount of such  contributions  permitted
                           under the limitations of section 11.6(a).

         (e)      or each Highly Compensated  Participant,  the amount of Excess
                  Aggregate   Contributions  is  equal  to  the  total  Employer
                  Matching  Contributions  made pursuant to section  11.1(b) (to
                  the extent  taken into account  pursuant to section  11.6(a)),
                  Voluntary Employee Contributions made pursuant to section 4.8,
                  Excess  Contributions  recharacterized  as Voluntary  Employee
                  Contributions  pursuant  to  section  11.5  and any  Qualified
                  Nonelective  Contributions or Elective Deferral  Contributions
                  taken into  account  pursuant to section  11.6(c) on behalf of
                  the Highly  Compensated  Participant  (determined prior to the
                  application of this paragraph) minus the amount  determined by
                  multiplying  the  Highly  Compensated   Participant's   actual
                  contribution  ratio  (determined  after  application  of  this
                  paragraph)   by  their  "414(s)   Compensation."   The  actual
                  contribution   ratio   must   be   rounded   to  the   nearest
                  one-hundredth  of one percent.  In no case shall the amount of
                  Excess  Aggregate  Contribution  with  respect  to any  Highly
                  Compensated Participant exceed the amount of Employer Matching
                  Contributions  made pursuant to section 11.1(b) (to the extent
                  taken into  account  pursuant to section  11.6(a)),  Voluntary
                  Employee  Contributions  made pursuant to section 4.8,  Excess
                  Contributions    recharacterized    as   Voluntary    Employee
                  Contributions  pursuant  to  section  11.5  and any  Qualified
                  Nonelective  Contributions or Elective Deferral  Contributions
                  taken into  account  pursuant to section  11.6(c) on behalf of
                  such Highly Compensated Participant for such Plan Year.

         (f)      The   determination   of  the   amount  of  Excess   Aggregate
                  Contributions  with  respect  to any Plan  Year  shall be made
                  after first determining the Excess  Contributions,  if any, to
                  be  treated  as  Voluntary   Employee   Contributions  due  to
                  recharacterization  for the plan year of any  other  qualified
                  cash or deferred  arrangement  (as defined in Code  ss.401(k))
                  maintained  by the Employer  that ends with or within the Plan
                  Year or which are treated as Voluntary Employee  Contributions
                  due to recharacterization pursuant to section 11.5.

         (g)      The   determination   and   correction  of  Excess   Aggregate
                  Contributions of a Highly Compensated Participant whose actual
                  contribution  ratio is determined under the family aggregation
                  rules shall be accomplished as follows:

                  (1)      If the  actual  contribution  ratio  for  the  Highly
                           Compensated  Participant  is determined in accordance
                           with section 11.6(d)(1), then the actual contribution
                           ratio shall be reduced and the Excess Aggregate


                           Contributions  for the family unit shall be allocated
                           among the Family  Members in proportion to the sum of
                           Employer  Matching  Contributions  made  pursuant  to
                           section  11.1(b)  (to the extent  taken into  account
                           pursuant  to  section  11.6(a)),  Voluntary  Employee
                           Contributions  made  pursuant to section 4.8,  Excess
                           Contributions  recharacterized  as Voluntary Employee
                           Contributions   pursuant  to  section  11.5  and  any
                           Qualified   Nonelective   Contributions  or  Elective
                           Deferral Contributions taken into account pursuant to
                           section  11.6(c)  of each  Family  Member  that  were
                           combined to determine  the group actual  contribution
                           ratio.

                  (2)      If the  actual  contribution  ratio  for  the  Highly
                           Compensated  Participant is determined  under section
                           11.6(d)(2),  then the actual contribution ratio shall
                           first be reduced,  as required herein,  but not below
                           the actual  contribution ratio of the group of Family

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                           Members who are not Highly  Compensated  Participants
                           without  regard to  family  aggregation.  The  Excess
                           Aggregate  Contributions  resulting from this initial
                           reduction   shall  be  allocated   among  the  Highly
                           Compensated   Participants  whose  Employer  Matching
                           Contributions  made  pursuant to section  11.1(b) (to
                           the extent  taken into  account  pursuant  to section
                           11.6(a)),   Voluntary  Employee   Contributions  made
                           pursuant  to  section   4.8,   Excess   Contributions
                           recharacterized as Voluntary  Employee  Contributions
                           pursuant   to   section   11.5   and  any   Qualified
                           Nonelective   Contributions   or  Elective   Deferral
                           Contributions  taken into account pursuant to section
                           11.6(c)  were   combined  to  determine   the  actual
                           contribution  ratio.  If further  reduction  is still
                           required,   then   Excess   Aggregate   Contributions
                           resulting  from  this  further   reduction  shall  be
                           determined  by taking into account the  contributions
                           of all Family  Members and shall be  allocated  among
                           them  in  proportion  to  their  respective  Employer
                           Matching   Contributions  made  pursuant  to  section
                           11.1(b) (to the extent taken into account pursuant to
                           section 11.6(a)),  Voluntary  Employee  Contributions
                           made  pursuant to section 4.8,  Excess  Contributions
                           recharacterized as Voluntary  Employee  Contributions
                           pursuant   to   section   11.5   and  any   Qualified
                           Nonelective   Contributions   or  Elective   Deferral
                           Contributions  taken into account pursuant to section
                           11.6(c).

         (h)      Notwithstanding the above, within twelve (12) months after the
                  end of  the  Plan  Year,  the  Employer  may  make  a  special
                  Qualified  Nonelective  Contribution  on behalf of  Non-Highly
                  Compensated  Participants  in an amount  sufficient to satisfy
                  one of the tests set forth in section 11.6. Such  contribution
                  shall be allocated to the Participant's  Qualified Nonelective
                  Account of each Non-Highly Compensated Participant in the same
                  proportion  that  each  Non-Highly  Compensated  Participant's
                  Compensation  for the year bears to the total  Compensation of
                  all Non-Highly Compensated Participants. A separate accounting
                  shall  be  maintained   for  the  purpose  of  excluding  such
                  contributions  from the  "Actual  Deferral  Percentage"  tests
                  pursuant to section 11.4.

                  (i)      For  purposes  of this  section,  "Income"  means the
                           income  or  loss   allocable   to  Excess   Aggregate
                           Contributions which shall equal the allocable gain or
                           loss for the Plan Year.  The income or loss allocable
                           to Excess Aggregate  Contributions  for the Plan Year
                           is determined by  multiplying  the income or loss for
                           the Plan Year by a  fraction.  The  numerator  of the
                           fraction is the Excess  Aggregate  Contributions  for
                           the Plan Year. The denominator of the fraction is the
                           total    Participant's    Account    and    Voluntary
                           Contribution   Account   attributable   to   Employer
                           Matching   Contributions  subject  to  section  11.6,
                           Voluntary  Employee  Contributions  made  pursuant to
                           section   4.8,   and   any   Qualified    Nonelective
                           Contributions  and  Elective  Deferral  Contributions
                           taken into account  pursuant to section 11.6(c) as of
                           the end of the Plan Year without regard to any income
                           or loss occurring during the year.

                           The   Income    allocable    to   Excess    Aggregate
                           Contributions  resulting from  recharacterization  of
                           Elective Deferral  Contributions  shall be determined
                           and distributed as if such  recharacterized  Elective
                           Deferral Contributions had been distributed as Excess
                           Contributions.

                           Notwithstanding  the above,  the amount of Income may
                           be  computed  using  a  reasonable   method  that  is
                           consistent with section 4.3(c),  provided such method
                           is used consistently for all Participants and for all
                           such distributions for the Plan Year.

11.8     Advance Distribution for Hardship

         (a)      The Administrator,  at the election of the Participant,  shall
                  direct the Trustee to distribute to any Participant in any one
                  Plan Year up to the  lesser of (1) 100% of their  accounts  as
                  specified  in the  Adoption  Agreement  valued  as of the last
                  Anniversary  Date or other  valuation  date or (2) the  amount
                  necessary to satisfy the immediate and heavy financial need of
                  the  Participant.  Any  distribution  made  pursuant  to  this
                  section  shall be deemed to be made as of the first day of the
                  Plan  Year  or,  if  later,  the  valuation  date  immediately
                  preceding the date of distribution, and the account from which
                  the  distribution  is  made  shall  be  reduced   accordingly.
                  Withdrawal  under this section shall be authorized only if the

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                  distribution  is on  account  of one of the  following  or any
                  other items permitted by the Internal Revenue Service:.

                  (1)      Medical expenses described in Code ss.213(d) incurred
                           by the  Participant,  their  spouse,  or any of their
                           dependents  (as  defined in Code  ss.152) or expenses
                           necessary for these persons to obtain medical care;

                  (2)      The  purchase  (excluding  mortgage  payments)  of  a
                           principal residence for the Participant;

                  (3)      Payment of tuition and related  educational  fees for
                           the next 12 months of  post-secondary  education  for
                           the   Participant,   their   spouse,   children,   or
                           dependents; or

                  (4)      The need to prevent the  eviction of the  Participant
                           from their principal  residence or foreclosure on the
                           mortgage of the Participant's principal residence.

         (b)      No distribution  shall be made pursuant to this section unless
                  the Administrator, based upon the Participant's representation
                  and  such  other  facts  as are  known  to the  Administrator,
                  determines that all of the following conditions are satisfied:

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

                  (2)      The Participant has obtained all distributions, other
                           than hardship distributions, and all nontaxable loans
                           currently available under all plans maintained by the
                           Employer;

                  (3)      The  Plan,  and all  other  plans  maintained  by the
                           Employer,  provide  that the  Participant's  Elective
                           Deferral   Contributions   and   Voluntary   Employee
                           Contributions  will be suspended  for at least twelve
                           (12)   months   after   receipt   of   the   hardship
                           distribution; and

                  (4)      The  Plan,  and all  other  plans  maintained  by the
                           Employer,  provide that the  Participant may not make
                           Elective Deferral Contributions for the Participant's
                           taxable year  immediately  following the taxable year
                           of  the  hardship   distribution  in  excess  of  the
                           applicable  limit under Code  ss.402(g) for such next
                           taxable  year less the  amount of such  Participant's
                           Elective Deferral  Contributions for the taxable year
                           of the hardship distribution.

         (c)      Notwithstanding    the   above,    distributions    from   the
                  Participant's   Elective  Account  and  Qualified  Nonelective
                  Account  pursuant to this section  shall be limited  solely to
                  the  Participant's   Deferred   Compensation  and  any  income
                  attributable  thereto credited to the  Participant's  Elective
                  Account as of December 31, 1988.

         (d)      Any  distribution  made pursuant to this section shall be made
                  in a  manner  which  is  consistent  with  and  satisfies  the
                  provisions of section 6.5, including,  but not limited to, all
                  notice and consent  requirements of Code  ss.ss.411(a)(11) and
                  417 and the  Regulations  thereunder.



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