<PAGE>

                                                                   Exhibit 10.11

        Jacobs Engineering Group Inc. 401(k) Plus Savings Plan and Trust

                     As Amended and Restated August 1, 2000

                                Table of Contents
<TABLE>
<CAPTION>
<S>                                                                         <C>
1   DEFINITIONS ...........................................................  1
    -----------

2   ELIGIBILITY ........................................................... 11
    -----------
    2.1 Eligibility ....................................................... 11
    2.2 Ineligible Employees .............................................. 11
    2.3 Ineligible, Terminated or Former Participants ..................... 11

3   PARTICIPANT CONTRIBUTIONS ............................................. 12
    -------------------------
    3.1 Pre-Tax Contribution Election ..................................... 12
    3.2 Changing a Contribution Election .................................. 12
    3.3 Revoking and Resuming a Contribution Election ..................... 12
    3.4 Contribution Percentage Limits .................................... 12
    3.5 Refunds When Contribution Dollar Limit Exceeded ................... 13
    3.6 Timing, Posting and Tax Considerations ............................ 13

4   ROLLOVER CONTRIBUTIONS AND TRANSFERS FROM AND TO OTHER
    ------------------------------------------------------
    QUALIFIED PLANS ....................................................... 15
    ---------------
    4.1 Rollover Contributions ............................................ 15
    4.2 Transfers From and To Other Qualified Plans ....................... 15

5   EMPLOYER CONTRIBUTIONS ................................................ 17
    ----------------------
    5.1 Matching Contributions ............................................ 17

6   ACCOUNTING ............................................................ 18
    ----------
    6.1 Individual Participant Accounting ................................. 18
    6.2 Valuation Date and Investment Cycle ............................... 18
    6.3 Accounting for Investment Funds ................................... 18
    6.4 Payment of Fees and Expenses18
    6.5 Accounting for Participant Loans .................................. 19
    6.6 Error Correction .................................................. 19
    6.7 Participant Statements ............................................ 19
    6.8 Special Accounting During Conversion Period........................ 20
    6.9 Accounts for Alternate Payees ..................................... 20

7   INVESTMENT FUNDS AND ELECTIONS ........................................ 21
    ------------------------------
    7.1 Investment Funds .................................................. 21
    7.2 Responsibility for Investment Choice .............................. 21
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                                                                      <C>
    7.3     Investment Fund Elections ................................................................   21
    7.4     Default if No Valid Investment Election ..................................................   22
    7.5     Investment Fund Election Change Fees .....................................................   22

8   VESTING ..........................................................................................   23
    -------
    8.1     Fully Vested Accounts ....................................................................   23

9   PARTICIPANT LOANS ................................................................................   24
    -----------------
    9.1     Participant Loans Permitted...............................................................   24
    9.2     Loan Application, Note and Security.......................................................   24
    9.3     Spousal Consent ..........................................................................   24
    9.4     Loan Approval ............................................................................   24
    9.5     Loan Funding Limits, Account Sources and Funding Order ...................................   24
    9.6     Maximum Number of Loans ..................................................................   25
    9.7     Source and Timing of Loan Funding ........................................................   25
    9.8     Interest Rate ............................................................................   25
    9.9     Loan Payment .............................................................................   25
    9.10    Loan Payment Hierarchy ...................................................................   26
    9.11    Repayment Suspension .....................................................................   26
    9.12    Loan Default .............................................................................   26
    9.13    Call Feature .............................................................................   26

10 IN-SERVICE WITHDRAWALS ............................................................................   27
   ----------------------
   10.1     In-Service Withdrawals Permitted .........................................................   27
   10.2     In-Service Withdrawal Application and Notice .............................................   27
   10.3     Spousal Consent ..........................................................................   27
   10.4     In-Service Withdrawal Approval ...........................................................   27
   10.5     Payment Form and Medium ..................................................................   28
   10.6     Source and Timing of In-Service Withdrawal Funding .......................................   28
   10.7     Hardship Withdrawals .....................................................................   28
   10.8     After-Tax Account Withdrawals ............................................................   30
   10.9     Rollover Account Withdrawals..............................................................   30
   10.10    Over Age 59 1/2 Withdrawals ..............................................................   31

11 DISTRIBUTIONS ONCE EMPLOYMENT ENDS OR BY REASON OF A PARTICIPANT'S REQUIRED BEGINNING DATE ........   32
   ------------------------------------------------------------------------------------------
   11.1     Benefit Information, Notices and Election ................................................   32
   11.2     Spousal Consent ..........................................................................   32
   11.3     Payment Form and Medium ..................................................................   32
   11.4     Source and Timing of Distribution Funding ................................................   33
   11.5     Latest Commencement Permitted ............................................................   33
   11.6     Payment Within Life Expectancy ...........................................................   34
   11.7     Incidental Benefit Rule ..................................................................   34
   11.8     Payment to Beneficiary ...................................................................   35
   11.9     Beneficiary Designation ..................................................................   35
</TABLE>

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                                       ii

<PAGE>

<TABLE>
<S>                                                                              <C>
12   ADP AND ACP TESTS ..........................................................   36
     -----------------
     12.1    Contribution Limitation Definitions ................................   36
     12.2    ADP and ACP Tests ..................................................   38
     12.3    Correction of ADP and ACP Tests ....................................   39
     12.4    Multiple Use Test ..................................................   41
     12.5    Correction of Multiple Use Test ....................................   41
     12.6    Adjustment for Investment Gain or Loss .............................   41
     12.7    Testing Responsibilities and Required Records ......................   41
     12.8    Separate Testing ...................................................   41

13   MAXIMUM CONTRIBUTION AND BENEFIT LIMITATIONS ...............................   43
     --------------------------------------------
     13.1    "Annual Addition" Defined ..........................................   43
     13.2    Maximum Annual Addition ............................................   43
     13.3    Avoiding an Excess Annual Addition .................................   43
     13.4    Correcting an Excess Annual Addition ...............................   43
     13.5    Correcting a Multiple Plan Excess ..................................   44
     13.6    "Defined Benefit Fraction" Defined .................................   44
     13.7    "Defined Contribution Fraction" Defined ............................   44
     13.8    Combined Plan Limits and Correction ................................   44

14   TOP HEAVY RULES ............................................................   46
     ---------------
     14.1    Top Heavy Definitions ..............................................   46
     14.2    Special Contributions ..............................................   47
     14.3    Adjustment to Combined Limits for Different Plans ..................   48

15   PLAN ADMINISTRATION ........................................................   49
     -------------------
     15.1    Plan Delineates Authority and Responsibility .......................   49
     15.2    Fiduciary Standards ................................................   49
     15.3    Company is ERISA Plan Administrator.................................   49
     15.4    Administrator Duties ...............................................   50
     15.5    Advisors May be Retained ...........................................   50
     15.6    Delegation of Administrator Duties..................................   51
     15.7    Committee Operating Rules ..........................................   51

16   MANAGEMENT OF INVESTMENTS ..................................................   52
     -------------------------
     16.1    Trust Agreement ....................................................   52
     16.2    Investment Funds ...................................................   52
     16.3    Authority to Hold Cash .............................................   53
     16.4    Trustee to Act Upon Instructions ...................................   53
     16.5    Administrator Has Right to Vote Registered Investment Company
             Shares .............................................................   53
     16.6    Custom Fund Investment Management ..................................   53
     16.7    Master Custom Fund..................................................   54
     16.8    Authority to Segregate Assets ......................................   54

17   TRUST ADMINISTRATION .......................................................   55
     --------------------
</TABLE>

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                                      iii

<PAGE>

<TABLE>
<S>                                                                               <C>
     17.1    Trustee to Construe Trust ........................................   55
     17.2    Trustee To Act As Owner of Trust Assets ..........................   55
     17.3    United States Indicia of Ownership ...............................   55
     17.4    Tax Withholding and Payment ......................................   56
     17.5    Trust Accounting .................................................   56
     17.6    Valuation of Certain Assets ......................................   56
     17.7    Legal Counsel ....................................................   57
     17.8    Fees and Expenses ................................................   57
     17.9    Trustee Duties and Limitations ...................................   57

18   RIGHTS, PROTECTION, CONSTRUCTION AND JURISDICTION ........................   58
     -------------------------------------------------
     18.1    Plan Does Not Affect Employment Rights ...........................   58
     18.2    Compliance With USERRA ...........................................   58
     18.3    Limited Return of Contributions ..................................   58
     18.4    Assignment and Alienation ........................................   59
     18.5    Facility of Payment ..............................................   59
     18.6    Reallocation of Lost Participant's Accounts ......................   59
     18.7    Suspension of Certain Plan Provisions During Conversion Period ...   59
     18.8    Suspension of Certain Plan Provisions During Other Periods .......   60
     18.9    Claims Procedure .................................................   60
     18.10   Construction .....................................................   61
     18.11   Jurisdiction and Severability ....................................   61
     18.12   Indemnification by Employer.......................................   61

19   AMENDMENT, MERGER, DIVESTITURES AND TERMINATION ..........................   62
     -----------------------------------------------
     19.1    Amendment ........................................................   62
     19.2    Merger ...........................................................   62
     19.3    Divestitures .....................................................   62
     19.4    Plan Termination and Complete Discontinuance of Contributions ....   63
     19.5    Amendment and Termination Procedures .............................   63
     19.6    Termination of Employer's Participation ..........................   64
     19.7    Replacement of the Trustee .......................................   64
     19.8    Final Settlement and Accounting of Trustee .......................   64

APPENDIX A - INVESTMENT FUNDS .................................................   66

APPENDIX B - PAYMENT OF PLAN FEES AND EXPENSES ................................   67

APPENDIX C - LOAN INTEREST RATE ...............................................   68
</TABLE>

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                                       iv

<PAGE>

1        DEFINITIONS
         -----------

         When capitalized, the words and phrases below have the following
         meanings unless different meanings are clearly required by the context:

         1.1   "Account". The records maintained by the Administrator for
               purposes of accounting for a Participant's interest in the Plan.
               "Account" may refer to one or all of the following accounts which
               have been created on behalf of a Participant to hold amounts
               attributable to specific types of Contributions under the Plan or
               to hold Contributions made under the plan of a Related Company in
               which a Participant formerly participated and which have been
               transferred to this Plan, contributions previously permitted
               under the Plan and amounts transferred from the Plan
               in accordance with Section 4.2:

               (a)  "Pre-Tax Account". An account created to hold amounts
                    attributable to Pre-Tax Contributions.

               (b)  "After-Tax Account". An account created to hold amounts
                    attributable to amounts previously contributed by an
                    eligible Participant on an after-tax basis under former Plan
                    provisions.

               (c)  "Rollover Account". An account created to hold amounts
                    attributable to Rollover Contributions.

               (d)  "Matching Account". An account created to hold amounts
                    attributable to Matching Contributions.

               (e)  "Prior Plan Account". An account created to hold amounts
                    attributable to amounts previously contributed by the
                    Employer on an eligible Participant's behalf and allocated
                    on a pay based formula under former Plan provisions

          1.2  "ACP" or "Average Contribution Percentage". The percentage
               calculated in accordance with Section 12.1.

          1.3  "Administrator". The Company, which may delegate all or a portion
               of the duties of the Administrator under the Plan to a Committee
               in accordance with Section 15.6.

          1.4  "ADP" or "Average Deferral Percentage". The percentage calculated
               in accordance with Section 12.1.

          1.5  "Alternate Payee". Any spouse, former spouse, child or other
               dependent (as defined in Code section 152) of a Participant who
               is recognized by a domestic relations order as having a right to
               receive all, or a portion, of the Participant's Account under the
               Plan.

--------------------------------------------------------------------------------

                                       1

<PAGE>

         1.6       "Beneficiary". The person or persons who is to receive
                   benefits under the Plan after the death of the Participant
                   pursuant to the "Beneficiary Designation" paragraph in
                   Section 11.

         1.7       "Code". The Internal Revenue Code of 1986, as amended.
                   Reference to any specific Code section shall include such
                   section, any valid regulation promulgated thereunder, and any
                   comparable provision of any future legislation amending,
                   supplementing or superseding such section.

         1.8       "Committee".  If applicable,  the committee which has been
                   appointed by the  Administrator to administer the Plan in
                   accordance with Section 15.6.

         1.9       "Company".  Jacobs Engineering Group Inc. or any successor by
                   merger, purchase or otherwise.

         1.10      "Compensation". The sum of a Participant's Taxable Income and
                   salary reductions, if any, pursuant to Code section 125,
                   402(e)(3), 402(h)(1)(B), 403(b), 408(p)(2)(A)(i) or 457.

                   For purposes of determining benefits under the Plan,
                   Compensation is limited to $170,000 per Plan Year (as
                   adjusted for cost of living increases pursuant to Code
                   sections 401(a)(17) and 415(d)). For Plan Years commencing
                   before January 1, 1997, for purposes of the preceding
                   sentence, in the case of an HCE who is a 5% Owner or one of
                   the 10 most highly compensated Employees, (i) such HCE and
                   such HCE's family group (as defined below) shall be treated
                   as a single employee and the Compensation of each family
                   group member shall be aggregated with the Compensation of
                   such HCE, and (ii) the limitation on Compensation shall be
                   allocated among such HCE and his or her family group members
                   in proportion to each individual's Compensation before the
                   application of this sentence. For purposes of this Section,
                   the term "family group" shall mean an Employee's spouse and
                   lineal descendants who have not attained age 19 before the
                   close of the year in question.

                   For purposes of determining HCEs and key employees and for
                   purposes of Sections 13.2 and 14.2, Compensation for the
                   entire Plan Year shall be used. For purposes of determining
                   ADP and ACP, Compensation shall be limited to amounts paid to
                   an Eligible Employee while a Participant.

         1.11      "Contribution". An amount contributed to the Plan by the
                   Employer or an Eligible Employee, and allocated by
                   contribution type to Participants' Accounts, as described in
                   Section 1.1. Specific types of contribution include:

                   (a)   "Pre-Tax Contribution". An amount contributed by an
                         eligible Participant in conjunction with his or her
                         Code section 401(k) salary deferral election which
                         shall be treated as made by the Employer on the
                         eligible

--------------------------------------------------------------------------------

                                        2

<PAGE>

                         Participant's behalf.

                    (b)  "Rollover Contribution". An amount cont ibuted by an
                         Eligible Employee which originated from another
                         employer's or an Employer's qualified plan.

                    (c)  "Matching Contribution". An amount contributed by the
                         Employer on an eligible Participant's behalf based upon
                         the amount contributed by the eligible Participant.


               1.12 "Contribution Dollar Limit". The annual limit placed on each
                    Participant's Pre-Tax Contributions, which shall be $10,500
                    per calendar year (as adjusted for cost of living increases
                    pursuant to Code sections 402(g)(5) and 415(d)). For
                    purposes of this Section, a Participant's Pre-Tax
                    Contributions shall include (i) any employer contribution
                    under a qualified cash or deferred arrangement (as defined
                    in Code section 401(k)) to the extent not includible in
                    gross income for the taxable year under Code section
                    402(e)(3) (determined without regard to Code section
                    402(g)), (ii) any employer contribution to the extent not
                    includible in gross income for the taxable year under Code
                    section 402(h)(1)(B) (determined without regard to Code
                    section 402(g)), (iii) any employer contribution to purchase
                    an annuity contract under Code section 403(b) under a salary
                    reduction agreement (within the meaning of Code section
                    3121(a)(5)(D)) and (iv) any elective employer contribution
                    under Code section 408(p)(2)(A)(i).

               1.13 "Conversion Period". The period of converting the prior
                    accounting system of the Plan and Trust or the prior
                    accounting system of any plan and trust which is merged, in
                    whole or in part, into the Plan and Trust, to the accounting
                    system described in Section 6.

               1.14 "Direct Rollover". An Eligible Rollover Distribution that is
                    paid by the Plan directly to an Eligible Retirement Plan for
                    the benefit of a Distributee.

               1.15 "Disability". A Participant's total and permanent, mental or
                    physical disability resulting in termination of employment
                    as evidenced by (a) receipt of disability payments under the
                    Employer's long-term disability program or (b) presentation
                    of medical evidence satisfactory to the Administrator.

               1.16 "Distributee". A Participant, a Beneficiary (if he or she is
                    the surviving spouse of a Participant) or an Alternate Payee
                    under a QDRO (if he or she is the spouse or former spouse of
                    a Participant).

               1.17 "Effective Date". The date upon which the provisions of this
                    document become effective. This date is, August 1, 2000
                    unless stated otherwise. In general, the provisions of this
                    document only apply to Participants who are Employees on or
                    after the Effective Date. However, investment and
                    distribution provisions apply

--------------------------------------------------------------------------------

                                       3

<PAGE>

                    to all Participants with Account balances to be invested or
                    distributed after the Effective Date. The effective date of
                    the original Plan document is October 1, 1974.

               1.18 "Eligible Employee". An Employee of an Employer, except any
                    Employee:

                    (a)  whose compensation and conditions of employment are
                         covered by a collective bargaining agreement to which
                         the Employer is a party unless the agreement calls for
                         the Employee's participation in the Plan;

                    (b)  who is treated as an Employee because he or she is a
                         Leased Employee; or

                    (c)  who is a nonresident alien and who (i) receives no
                         earned income (within the meaning of Code section
                         911(d)(2)), from sources within the United States under
                         Code section 861(a)(3); or (ii) receives such earned
                         income from such sources within the United States but
                         such income is exempt from United States income tax
                         under an applicable income tax convention.

               1.19 "Eligible Retirement Plan". An individual retirement account
                    described in Code section 408(a), an individual retirement
                    annuity described in Code section 408(b), an annuity plan
                    described in Code section 403(a), or a qualified trust
                    described in Code section 401(a), that accepts a
                    Distributee's Eligible Rollover Distribution, except that,
                    if the Distributee is the surviving spouse of a Participant,
                    an Eligible Retirement Plan is an individual retirement
                    account or individual retirement annuity.

               1.20 "Eligible Rollover Distribution". A distribution, (excluding
                    hardship withdrawals of elective deferrals) of all or any
                    portion of the balance to the credit of a Distributee,
                    excluding (i) a distribution that is one of a series of
                    substantially equal periodic payments (not less frequently
                    than annually) made for the life (or life expectancy) of the
                    Distributee or the joint lives (or joint life expectancies)
                    of the Distributee and the Distributee's designated
                    Beneficiary, or for a specified period of ten years or more;
                    (ii) a distribution to the extent such distribution is
                    required under Code section 401(a)(9); and (iii) the portion
                    of a distribution that is not includible in gross income
                    (determined without regard to the exclusion for net
                    unrealized appreciation with respect to Employer
                    securities).

               1.21 "Employee". An individual who is:

                    (a)  directly employed by any Related Company and for whom
                         any income for such employment is subject to
                         withholding of income or social security taxes, or

                    (b)  a Leased Employee.

--------------------------------------------------------------------------------

                                       4

<PAGE>

          1.22 "Employer". The Company and any other Related Company which
               adopts the Plan with the approval of the Company.

          1.23 "ERISA". The Employee Retirement Income Security Act of 1974, as
               amended. Reference to any specific ERISA section shall include
               such section, any valid regulation promulgated thereunder, and
               any comparable provision of any future legislation amending,
               supplementing or superseding such section.

          1.24 "Former Participant". The Plan status of an individual after he
               or she is determined to be a Terminated Participant and his or
               her Account is distributed or forfeited.

          1.25 "HCE" or "Highly Compensated Employee". An Employee described as
               a Highly Compensated Employee in Section 12.

          1.26 "Hour of Service". Each hour for which an Employee is entitled
               to:

               (a)  payment for the performance of duties for any Related
                    Company;


               (b)  payment from any Related Company on account of a period of
                    time during which no duties are performed (irrespective of
                    whether the employment relationship has terminated) due to
                    vacation, holiday, illness, incapacity (including
                    disability), layoff, jury duty, military duty or leave of
                    absence;

               (c)  back pay, irrespective of mitigation of damages, by award or
                    agreement with any Related Company (and these hours shall be
                    credited to the period to which the award or agreement
                    pertains); or

               (d)  no payment, but is on a Leave of Absence (and these hours
                    shall be based upon his or her normally scheduled hours per
                    week or a 40 hour week if there is no regular schedule).

               The crediting of Hours of Service for which no duties are
               performed shall be in accordance with the U.S. Department of
               Labor regulation sections 2530.200b-2(b) and (c). Actual hours
               shall be used whenever an accurate record of hours are maintained
               for an Employee. Otherwise, an equivalent number of hours shall
               be credited for each payroll period in which the Employee would
               be credited with at least 1 Hour of Service. The payroll period
               equivalencies are 45 hours weekly, 90 hours biweekly, 95 hours
               semimonthly and 190 hours monthly.

               An Employee's service with a predecessor or acquired company
               shall only be counted in the determination of his or her Hours of
               Service for eligibility and/or vesting purposes if (1) the
               Company directs that credit for such service be

--------------------------------------------------------------------------------

                                       5

<PAGE>

               granted, or (2) a qualified plan of the predecessor or acquired
               company is subsequently maintained by any Related Company.

          1.27 "Ineligible". The Plan status of an individual who is (1) an
               Employee of a Related Company which is not then an Employer, (2)
               an Employee of an Employer, but not an Eligible Employee, or (3)
               not an Employee.

          1.28 "Investment Fund". An investment fund as described in Section
               16.2. The Investment Funds authorized by the Administrator to be
               offered under the Plan as of the Effective Date are set forth in
               Appendix A.

          1.29 "Leased Employee". An individual, not otherwise an Employee, who,
               pursuant to an agreement between a Related Company and a leasing
               organization, has performed, on a substantially full-time basis,
               for a period of at least 12 months, services under the primary
               direction or control of the Related Company, unless:

               (a)  the individual is covered by a money purchase pension plan
                    maintained by the leasing organization and meeting the
                    requirements of Code section 414(n)(5)(B), and

               (b)  such individuals do not constitute more than 20% of all
                    Non-Highly Compensated Employees of all Related Companies
                    (within the meaning of Code section 414(n)(5)(C)(ii)).

          1.30 "Leave of Absence". A period during which an individual is deemed
               to be an Employee, but is absent from active employment, provided
               that the absence:

               (a)  was authorized by a Related Company; or

               (b)  was due to military service in the United States armed
                    forces and the individual returns to active employment
                    within the period during which he or she retains employment
                    rights under federal law.

          1.31 "Loan Account". The record maintained for purposes of accounting
               for a Participant's loan and payments of principal and interest
               thereon.

          1.32 "NHCE" or "Non-Highly Compensated Employee". An Employee
               described as a Non-Highly Compensated Employee in Section 12.

          1.33 "Normal Retirement Date". The date of a Participant's 65th
               birthday.

          1.34 "Owner". A person with an ownership interest in the capital,
               profits, outstanding stock or voting power of a Related Company
               within the meaning of Code section 318 or 416 (which exclude
               indirect ownership through a qualified plan).

          1.35 "Parental Leave". The period of absence from work by reason of
               the pregnancy of an Employee, the birth of the Employee's child,
               the placement of a child with

--------------------------------------------------------------------------------

                                       6

<PAGE>

                   the Employee in connection with the child's adoption, or the
                   caring for such child immediately after birth or placement
                   as described in Code section 410(a)(5)(E).

         1.36      "Participant". The Plan status of an Eligible Employee after
                   he or she completes the eligibility requirements and enters
                   the Plan as described in Section 2.1 and any individual for
                   whom assets have been transferred from a predecessor plan
                   merged, in whole or in part, with the Plan. An Eligible
                   Employee who makes a Rollover Contribution prior to
                   completing the eligibility requirements as described in
                   Section 2.1 shall also be considered a Participant, except
                   that he or she shall not be considered a Participant for
                   purposes of Plan provisions related to Contributions, other
                   than a Rollover Contribution, until he or she completes the
                   eligibility requirements and enters the Plan as described in
                   Section 2.1. A Participant's participation continues until
                   his or her employment with all Related Companies ends and his
                   or her Account is distributed or forfeited.

         1.37      "Pay". The base pay paid to an Eligible Employee by an
                   Employer while he or she is a Participant during the current
                   period.

                   Pay is neither increased by any salary credit or decreased by
                   any salary reduction pursuant to Code sections 125 or
                   402(e)(3). Pay is limited to $170,000 per Plan Year (as
                   adjusted for cost of living increases pursuant to Code
                   sections 401(a)(17) and 415(d)).

         1.38      "Plan". The Jacobs Engineering Group Inc. 401(k) Plus Savings
                   Plan set forth in this document, as from time to time
                   amended.

         1.39      "Plan Year". The annual accounting period of the Plan and
                   Trust which ends on each December 31.

         1.40      "QDRO". A domestic relations order which the Administrator
                   has determined to be a qualified domestic relations order
                   within the meaning of Code section 414(p).

         1.41      "Related Company". With respect to any Employer, that
                   Employer and any corporation, trade or business which is,
                   together with that Employer, a member of the same controlled
                   group of corporations, a trade or business under common
                   control, or an affiliated service group within the meaning of
                   Code sections 414(b), (c), (m) or (o), except that for
                   purposes of Section 13 "within the meaning of Code sections
                   414(b), (c), (m) or (o), as modified by Code section 415(h)"
                   shall be substituted for the preceding reference to "within
                   the meaning of Code sections 414(b), (c), (m) or (o)".

         1.42      "Required Beginning Date". The latest date benefit payments
                   shall commence to a Participant.

                   (a)   For calendar years commencing before January 1, 1997,
                         such date shall

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                                       7

<PAGE>

                         mean:

                         (1)  with regard to a Participant who attained age 70
                              1/2 in 1996, did not terminate employment with all
                              Related Companies before January 1, 1997, and is
                              not or was not a 5% Owner, the April 1 that next
                              follows (i) the calendar year in which the
                              Participant attained age 70 1/2, or (ii) if the
                              Participant elects to apply this clause (ii), the
                              calendar year in which the Participant terminates
                              employment with all Related Companies (and any
                              such election must be made prior to January 1,
                              1998);and

                         (2)  with regard to a Participant who attained age 70
                              1/2 after December 31, 1987 and before January 1,
                              1996 or, in 1996 if he or she terminated
                              employment with all Related Companies before
                              January 1, 1997 or is or was a 5% Owner, the April
                              1 that next follows the calendar year in which the
                              Participant attains age 70 1/2; and

                         (3)  with regard to a Participant who attained age 70
                              1/2 before January 1, 1988 and who is not 5%
                              Owner, the April 1 that next follows the later of
                              (i) the calendar year in which the Participant
                              attained age 70 1/2, or (ii) the calendar year in
                              which the Participant terminates employment with
                              all Related Companies; and

                         (4)  with regard to a Participant who attained age 70
                              1/2 before January 1, 1988 and who is a 5% Owner,
                              the April 1 that next follows the later of (i) the
                              calendar year in which the Participant attained
                              age 70 1/2, or (ii) the earlier of the calendar
                              year in which or within which ends the Plan Year
                              in which the Participant becomes a 5% Owner or the
                              calendar year in which he or she terminates
                              employment with all Related Companies.

                         A Participant shall be considered a 5% Owner for this
                         purpose if such Participant is a 5% Owner as defined in
                         Code section 416(i) (determined in accordance with Code
                         section 416 but without regard to whether the Plan is
                         top-heavy) at any time during the Plan Year ending with
                         or within the calendar year in which the Participant
                         attains age 66 1/2 or in any subsequent Plan Year.

                    (b)  For calendar years commencing after December 31, 1996
                         and before January 1, 1999, such date shall mean:

                         (1)  with regard to a Participant who attained age 70
                              1/2 in 1997 or 1998, the April 1 that next follows
                              the calendar year in which he or she attained age
                              70 1/2, except that if the Participant (i) did not

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                                       8

<PAGE>

                              terminate employment with all Related Companies
                              before January 1 of the calendar year following
                              the calendar year in which he or she attained age
                              70 1/2, (ii) is not a 5% Owner, such date shall
                              instead mean the April 1 that next follows (i) the
                              calendar year in which the Participant attained
                              age 70 1/2, or (ii) if the Participant elects to
                              apply this clause (ii), the calendar year in which
                              the Participant terminates employment with all
                              Related Companies (and any such election must be
                              made prior to the April 1 of the calendar year
                              following the calendar year in which he or she
                              attained age 70 1/2); and

                         (2)  with regard to a Participant who is a 5% Owner,
                              the April 1 that next follows the calendar year in
                              which the Participant attains age 70 1/2.

                         A Participant shall be considered a 5% Owner for this
                         purpose if such Participant is a 5% Owner with respect
                         to the Plan Year ending in the calendar year in which
                         the Participant attains age 70 1/2.

                    (c)  For calendar years commencing after December 31, 1998,
                         such date shall mean:

                         (1)  with regard to a Participant who is not a 5%
                              Owner, the April 1 that next follows the later of
                              (i) the calendar year in which the Participant
                              attained age 70 1/2, or (ii) the calendar year in
                              which the Participant terminates employment with
                              all Related Companies; and

                         (2)  with regard to a Participant who is a 5% Owner,
                              the April 1 that next follows the calendar year in
                              which the Participant attains age 70 1/2.

                         A Participant shall be considered a 5% Owner for this
                         purpose if such Participant is a 5% Owner with respect
                         to the Plan Year ending in the calendar year in which
                         the Participant attains age 70 1/2.

               1.43 "Spousal Consent". The written consent given by a spouse to
                    a Participant's election or waiver of Beneficiary
                    designation. The spouse's consent must acknowledge the
                    effect on the spouse of the Participant's election, waiver
                    or designation, and be duly witnessed by a notary public.
                    Spousal Consent shall be valid only with respect to the
                    spouse who signs the Spousal Consent and only for the
                    particular choice made by the Participant which requires
                    Spousal Consent. A Participant may revoke (without Spousal
                    Consent) a prior election, waiver or designation that
                    required Spousal Consent at any time before payments begin.
                    Spousal Consent also means a determination by the

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                                       9

<PAGE>

          Administrator that there is no spouse, the spouse cannot be located,
          or such other circumstances as may be established under Code section
          417(a)(2)(B).

     1.44 "Taxable Income". Compensation in the amount reported by the Employer
          or a Related Company as "Wages, tips, other compensation" on Form W-2,
          or any successor method of reporting under Code section 6041(d).

     1.45 "Terminated Participant". The Plan status of a Participant who is not
          an Employee and with respect to whom the Administrator has reported to
          the Trustee that the Participant's employment has terminated with all
          Related Companies.

     1.46 "Trust". The legal entity created by those provisions of this document
          which relate to the Trustee. The Trust is part of the Plan and holds
          the Plan assets which are comprised of the aggregate of Participants'
          Accounts, and any unallocated funds invested in interest bearing
          deposits (which may include interest bearing deposits of the Trustee)
          and/or money market type assets or funds, pending allocation to
          Participants' Accounts or disbursement to pay Plan fees and expenses.

     1.47 "Trustee". Vanguard Fiduciary Trust Company

     1.48 "USERRA". The Uniformed Services Employment and Reemployment Rights
          Act of 1994, as amended.

     1.49 "Valuation Date". Each business day the New York Stock Exchange is
          open for business.

--------------------------------------------------------------------------------
                                       10



<PAGE>

2    ELIGIBILITY
     -----------

     2.1  Eligibility

          All  Participants as of January 1, 1998 shall continue their
          eligibility to participate.

          For purposes of Pre-Tax Contributions, each other individual who is an
          Eligible Employee on January 1, 1998 shall become a Participant on
          that date. Each other Eligible Employee shall become a Participant as
          soon as administratively feasible after date of hire but not more than
          30 days.

          For purposes of Matching Contributions, each Eligible Employee shall
          become a Participant on the first day of the next month after the date
          he or she completes a 12-month eligibility period in which he or she
          is credited with at least 1,000 Hours of Service. The initial
          eligibility period begins on the date an Employee first performs an
          Hour of Service. Subsequent eligibility periods begin with the start
          of each Plan Year beginning after the first Hour of Service is
          performed.

     2.2  Ineligible Employees

          If an Employee completes the above eligibility requirements, but is
          Ineligible at the time participation would otherwise begin (if he or
          she were not Ineligible), he or she shall become a Participant on the
          first subsequent date on which he or she is an Eligible Employee.

     2.3  Ineligible, Terminated or Former Participants

          An Ineligible, Terminated or Former Participant may not make or share
          in any Contributions, other than such Contributions due to be made on
          his or her behalf after the date he or she became an Ineligible,
          Terminated or Former Participant for periods prior to such date, nor
          may an Ineligible or Terminated Participant be eligible for a new Plan
          loan (except as described in Section 9.1), during the period he or she
          is an Ineligible or Terminated Participant, but he or she shall
          continue to participate for all other purposes. An Ineligible,
          Terminated or Former Participant shall automatically become an active
          Participant on the date he or she again becomes an Eligible Employee.

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                                       11

<PAGE>

3    PARTICIPANT CONTRIBUTIONS
     -------------------------

     3.1  Pre-Tax Contribution Election

          Upon becoming a Participant, an Eligible Employee may elect to reduce
          his or her Pay by an amount which does not exceed the Contribution
          Dollar Limit or the limits described in the Contribution Percentage
          Limits paragraph of this Section 3, and have such amount contributed
          to the Plan by the Employer as a Pre-Tax Contribution. The election
          shall be made in such manner and with such advance notice as
          prescribed by the Administrator and may be limited to a whole
          percentage of Pay. In no event shall an Employee's Pre-Tax
          Contributions under the Plan and comparable contributions to all other
          plans, contracts or arrangements of all Related Companies exceed the
          Contribution Dollar Limit for the Employee's taxable year beginning in
          the Plan Year.

     3.2  Changing a Contribution Election

          A Participant who is an Eligible Employee may change his or her
          Pre-Tax Contribution election at any time in such manner and with such
          advance notice as prescribed by the Administrator, and such election
          change shall be effective as soon as administratively feasible after
          such date. A Participant's Contribution election made as a percentage
          of Pay shall automatically apply to Pay increases or decreases.

     3.3  Revoking and Resuming a Contribution Election

          A Participant may revoke his or her Pre-Tax Contribution election at
          any time in such manner and with such advance notice as prescribed by
          the Administrator, and such revocation shall be effective as soon as
          administratively feasible after such date.

          A Participant who is an Eligible Employee may resume Pre-Tax
          Contributions by making a new election at the same time in which a
          Participant may change his or her election and such election shall be
          effective as soon as administratively feasible after such date.

     3.4  Contribution Percentage Limits

          The Administrator may establish and change from time to time, in
          writing, without the necessity of amending the Plan and Trust, the
          minimum, if applicable, and maximum Pre-Tax Contribution percentages,
          prospectively or retrospectively (for the current Plan Year), for all
          Participants. In addition, the Administrator may establish any lower
          percentage limits for Highly Compensated Employees as it deems
          necessary to satisfy the tests described in Section 12. As of the
          Effective Date, the maximum Contribution percentages are:

-------------------------------------------------------------------------------
                                       12

<PAGE>

                                              Highly
                     Contribution           Compensated          All Other
                         Type                Employees          Participants
                                             ---------          ------------

                        Pre-Tax                 10%                 18%

                   Irrespective of the limits that may be established by the
                   Administrator in accordance with the paragraph above, in no
                   event shall the Contributions made by or on behalf of a
                   Participant for a Plan Year exceed the maximum allowable
                   under Code section 415.

         3.5       Refunds When Contribution Dollar Limit Exceeded

                   A Participant who makes Pre-Tax Contributions for a calendar
                   year to the Plan and comparable contributions to any other
                   qualified defined contribution plan in excess of the
                   Contribution Dollar Limit may notify the Administrator in
                   writing by the following March 1 (or as late as April 14 if
                   allowed by the Administrator) that an excess has occurred. In
                   this event, the amount of the excess specified by the
                   Participant, adjusted for investment gain or loss, shall be
                   refunded to him or her by the April 15 following the year of
                   deferral and shall not be included as an Annual Addition (as
                   defined in Section 13.1) under Code section 415 for the year
                   contributed. The excess amounts shall first be taken from
                   unmatched Pre-Tax Contributions and then from matched Pre-Tax
                   Contributions. Any Matching Contributions attributable to
                   refunded excess Pre-Tax Contributions as described in this
                   Section, adjusted for investment gain or loss, shall be
                   forfeited and used to reduce future Contributions to be made
                   by an Employer as soon as administratively feasible. Refunds
                   and forfeitures shall not include investment gain or loss for
                   the period between the end of the applicable calendar year
                   and the date of distribution or forfeiture.

         3.6       Timing, Posting and Tax Considerations

                   Participants' Contributions, other than Rollover
                   Contributions, may only be made through payroll deduction.
                   Such amounts shall be paid to the Trustee in cash and posted
                   to each Participant's Account(s) as soon as such amounts can
                   reasonably be separated from the Employer's general assets
                   and balanced against the specific amount made on behalf of
                   each Participant. In no event, however, shall such amounts be
                   paid to the Trustee more than 15 business days following the
                   end of the month that includes the date amounts are deducted
                   from a Participant's Pay (or as that maximum period may be
                   otherwise extended by ERISA). Pre-Tax Contributions shall be
                   treated as Contributions made by an Employer in determining
                   tax deductions under Code section 404(a).

--------------------------------------------------------------------------------
                                       13

<PAGE>

4        ROLLOVER CONTRIBUTIONS AND TRANSFERS FROM AND TO OTHER QUALIFIED PLANS
         ----------------------------------------------------------------------

         4.1       Rollover Contributions

                   The Administrator may authorize the Trustee to accept a
                   Rollover Contribution in cash, directly from an Eligible
                   Employee or as a Direct Rollover from another qualified plan
                   on behalf of the Eligible Employee, even if he or she is not
                   yet a Participant. The Employee shall be responsible for
                   providing satisfactory evidence, in such manner as prescribed
                   by the Administrator, that such Rollover Contribution
                   qualifies as a rollover contribution, within the meaning of
                   Code section 402(c) or 408(d)(3)(A)(ii). Such amounts
                   received directly from an Eligible Employee must be paid to
                   the Trustee in cash within 60 days after the date received by
                   the Eligible Employee from a qualified plan or conduit
                   individual retirement account. Rollover Contributions shall
                   be posted to the Eligible Employee's Rollover Account as of
                   the date received by the Trustee.

                   If the Administrator later determines that an amount
                   contributed pursuant to the above paragraph did not in fact
                   qualify as a rollover contribution, within the meaning of
                   Code section 402(c) or 408(d)(3)(A)(ii), the balance credited
                   to the Participant's Rollover Account shall immediately be
                   (1) segregated from all other Plan assets, (2) treated as a
                   nonqualified trust established by and for the benefit of the
                   Participant, and (3) distributed to the Participant. Any such
                   amount shall be deemed never to have been a part of the Plan.

         4.2       Transfers From and To Other Qualified Plans

                   The Administrator may instruct the Trustee to receive assets
                   in cash or in kind directly from another qualified plan or to
                   transfer assets in cash or in kind directly to another
                   qualified plan; provided that receipt of a transfer shall not
                   be directed if:

                   (a)      any amounts are not exempted by Code section
                            401(a)(11)(B) from the annuity requirements of Code
                            section 417 unless the Plan complies with such
                            requirements; or

                   (b)      any amounts include benefits protected by Code
                            section 411(d)(6) which would not be preserved under
                            applicable Plan provisions.

                   The Trustee may refuse to receive any such transfer if:

                   (a)      the Trustee finds the in kind assets unacceptable;
                            or

                   (b)      instructions for posting amounts to Participants'
                            Accounts are incomplete.

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                                       14

<PAGE>

                   Such amounts shall be posted to the appropriate Accounts of
                   Participants as of the date received by the Trustee. To the
                   extent a receipt of a transfer includes Participant loans,
                   such loans shall continue in effect subject to the terms and
                   conditions in effect as of the date of the transfer or as
                   otherwise agreed to by the Administrator.

--------------------------------------------------------------------------------
                                       15

<PAGE>

5        EMPLOYER CONTRIBUTIONS
         ----------------------

         5.1       Matching Contributions

                   (a)      Frequency and Eligibility. For each period for which
                            Participants' Contributions are made, the Employer
                            shall make Matching Contributions, as described in
                            the following Allocation Method paragraph, on behalf
                            of each Participant who contributed during the
                            period and who has met the eligibility requirements
                            of Section 2.1.

                   (b)      Allocation Method. The Matching Contributions for
                            each period shall total 50% of each eligible
                            Participant's Pre-Tax Contributions for the period,
                            provided that no Matching Contributions shall be
                            made based upon a Participant's Contributions in
                            excess of 6% of his or her Pay. The Employer may
                            change the 50% matching rate or the 6% of considered
                            Pay to any other percentages, including 0%,
                            generally by notifying eligible Participants in
                            sufficient time to adjust their Contribution
                            elections prior to the start of the period for which
                            the new percentages apply.

                   (c)      Timing, Medium and Posting. The Employer shall make
                            each period's Matching Contribution in cash as soon
                            as administratively feasible, and for purposes of
                            deducting such Contribution, not later than the
                            Employer's federal tax filing date, including
                            extensions, for the Employer's taxable year that
                            ends with or within the Plan Year for which the
                            Matching Contribution is made. Such amounts shall be
                            paid to the Trustee and posted to each Participant's
                            Matching Account once the total Matching
                            Contribution received has been balanced against the
                            specific amount to be credited to each Participant's
                            Matching Account.

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                                       16

<PAGE>

6        ACCOUNTING
         ----------

         6.1       Individual Participant Accounting

                   The Administrator shall maintain an individual set of
                   Accounts for each Participant in order to reflect
                   transactions both by type of Account and investment medium.
                   Financial transactions shall be accounted for at the
                   individual Account level by posting each transaction to the
                   appropriate Account of each affected Participant. Participant
                   Account values shall be maintained in shares for the
                   Investment Funds and in dollars for the Loan Account. At any
                   point in time, the Account value shall be determined using
                   the most recent Valuation Date values provided by the
                   Trustee.

         6.2       Valuation Date Accounting and Investment Cycle

                   Participant Account values shall be determined as of each
                   Valuation Date. For any transaction to be processed as of a
                   Valuation Date, the Trustee must receive instructions for the
                   transaction by the Valuation Date. Such instructions shall
                   apply to amounts held in the Account on that Valuation Date.
                   Financial transactions of the Investment Funds shall be
                   posted to Participants' Accounts as of the Valuation Date,
                   based upon the Valuation Date values provided by the Trustee,
                   and settled on the Valuation Date.

         6.3       Accounting for Investment Funds

                   Investments in each Investment Fund shall be maintained in
                   shares. The Trustee is responsible for determining the share
                   values of each Investment Fund as of each Valuation Date. To
                   the extent an Investment Fund is comprised of collective
                   investment funds offered by the Trustee or any other entity
                   authorized to offer collective investment funds, the share
                   values shall be determined in accordance with the rules
                   governing such collective investment funds, which are
                   incorporated herein by reference. All other share values
                   shall be determined by the Trustee. The share value of each
                   Investment Fund shall be based on the fair market value of
                   its underlying assets.

         6.4       Payment of Fees and Expenses

                   Except to the extent Plan fees and expenses related to
                   Account maintenance, transaction and Investment Fund
                   management and maintenance, set forth below, are paid by the
                   Employer directly, such fees and expenses shall be paid as
                   set forth below.

                   (a)      Account Maintenance: Account maintenance fees and
                            expenses, may include but are not limited to,
                            administrative, Trustee, government annual report
                            preparation, audit, legal, nondiscrimination testing
                            and fees for

--------------------------------------------------------------------------------
                                       17

<PAGE>

                            any other special services. Account maintenance fees
                            shall be charged to Participants on a per
                            Participant basis provided that no fee shall reduce
                            a Participant's Account balance below zero.

                   (b)      Investment Fund Management and Maintenance:
                            Management and maintenance fees and expenses related
                            to the Investment Funds shall be charged at the
                            Investment Fund level and reflected in the net gain
                            or loss of each Investment Fund.

                   The Company may determine that the Employers pay a lower
                   portion of the fees and expenses allocable to the Accounts of
                   Participants who are no longer Employees or who are not
                   Beneficiaries, unless doing so would result in discrimination
                   prohibited under Code section 401(a)(4) or a significant
                   detriment prohibited by Code section 411(a)(11). As of the
                   Effective Date, a breakdown of which Plan fees and expenses
                   shall generally be borne by the Trust (and charged to
                   individual Participants' Accounts or charged at the
                   Investment Fund level and reflected in the net gain or loss
                   of each Investment Fund) and those that shall be paid by the
                   Employer is set forth in Appendix B, which may be changed
                   from time to time by the Company, in writing, without the
                   necessity of amending the Plan and Trust.

                   The Trustee shall have the authority to pay any such fees and
                   expenses, which remain unpaid by the Employer for 60 days,
                   from the Trust.

         6.5       Accounting for Participant Loans

                   Participant loans shall be held in a separate Loan Account of
                   the Participant and accounted for in dollars as an earmarked
                   asset of the borrowing Participant's Account.

         6.6       Error Correction

                   The Administrator may correct any errors or omissions in the
                   administration of the Plan by restoring any Participant's
                   Account balance with the amount that would be credited to the
                   Account had no error or omission been made. Funds necessary
                   for any such restoration shall be provided through payment
                   made by the Employer, or by the Trustee to the extent the
                   error or omission is attributable to actions or inactions of
                   the Trustee.

         6.7       Participant Statements

                   The Administrator shall provide Participants with statements
                   of their Accounts as soon after the end of each quarter of
                   the Plan Year as administratively feasible.

--------------------------------------------------------------------------------
                                       18

<PAGE>

         6.8       Special Accounting During Conversion Period

                   The Administrator and Trustee may use any reasonable
                   accounting methods in performing their respective duties
                   during any Conversion Period. This includes, but is not
                   limited to, the method for allocating net investment gains or
                   losses and the extent, if any, to which contributions
                   received by and distributions paid from the Trust during this
                   period share in such allocation.

         6.9       Accounts for Alternate Payees

                   A separate Account shall be established for an Alternate
                   Payee entitled to any portion of a Participant's Account
                   under a QDRO as of the date and in accordance with the
                   directions specified in the QDRO. In addition, a separate
                   Account may be established during the period of time the
                   Administrator, a court of competent jurisdiction or other
                   appropriate person is determining whether a domestic
                   relations order qualifies as a QDRO. Such a separate Account
                   shall be valued and accounted for in the same manner as any
                   other Account.

                   (a)      Distributions Pursuant to QDROs. If a QDRO so
                            provides, the portion of a Participant's Account
                            payable to an Alternate Payee may be distributed, in
                            a form permissible under Section 11 and Code section
                            414(p), to the Alternate Payee at any time beginning
                            as soon as practicable after the QDRO determination
                            is made, regardless of whether the Participant is
                            entitled to a distribution from the Plan at such
                            time. The Alternate Payee shall be provided the
                            notice prescribed by Code section 402(f).

                   (b)      Participant Loans. Except to the extent required by
                            law, an Alternate Payee, on whose behalf a separate
                            Account has been established, shall not be entitled
                            to borrow from such Account. If a QDRO specifies
                            that the Alternate Payee is entitled to any portion
                            of the Account of a Participant who has an
                            outstanding loan balance, all outstanding loans
                            shall generally continue to be held in the
                            Participant's Account and shall not be divided
                            between the Participant's and Alternate Payee's
                            Accounts.

                   (c)      Investment Direction. Where a separate Account has
                            been established on behalf of an Alternate Payee and
                            has not yet been distributed, the Alternate Payee
                            may direct the investment of such Account in the
                            same manner as if he or she were a Participant.


--------------------------------------------------------------------------------

                                       19

<PAGE>

7        INVESTMENT FUNDS AND ELECTIONS
         ------------------------------

         7.1       Investment Funds

                   Except for Participants' Loan Account and any unallocated
                   funds invested in interest bearing deposits (which may
                   include interest bearing deposits of the Trustee) and/or
                   money market type assets or funds, pending allocation to
                   Participants' Accounts, or disbursement to pay Plan fees and
                   expenses, the Trust shall be maintained in various Investment
                   Funds. The Administrator shall select the Investment Funds
                   offered to Participants and may change the number or
                   composition of the Investment Funds, subject to the terms and
                   conditions agreed to with the Trustee. As of the Effective
                   Date, a list of the Investment Funds offered under the Plan
                   is set forth in Appendix A, which may be changed from time to
                   time by the Administrator, in writing, and as agreed to by
                   the Trustee, without the necessity of amending the Plan and
                   Trust.

                   The Administrator may set a maximum percentage of the total
                   election that a Participant may direct into any specific
                   Investment Fund, which maximum, if any, as of the Effective
                   Date is set forth in Appendix A, which may be changed from
                   time to time by the Administrator, in writing, without the
                   necessity of amending the Plan and Trust.

         7.2       Responsibility for Investment Choice

                   Each Participant shall be solely responsible for the
                   selection of his or her Investment Fund choices. No fiduciary
                   with respect to the Plan is empowered to advise a Participant
                   as to the manner in which his or her Accounts are to be
                   invested, and the fact that an Investment Fund is offered
                   shall not be construed to be a recommendation for investment.

                   During any Conversion Period, Trust assets may be held in any
                   investment vehicle permitted by the Plan, as directed by the
                   Administrator, irrespective of prior Participant investment
                   elections.

         7.3       Investment Fund Elections

                   A Participant shall provide his or her initial investment
                   election upon becoming a Participant and may change his or
                   her investment election at any time in accordance with
                   procedures established by the Administrator and the Trustee.
                   A Participant shall make his or her investment election in
                   any combination of one or any number of the Investment Funds
                   offered in accordance with the procedures established by the
                   Administrator and Trustee. Investment elections received by
                   the Trustee shall be effective on the Valuation Date.


--------------------------------------------------------------------------------

                                       20

<PAGE>

         7.4       Default if No Valid Investment Election

                   The Administrator shall specify an Investment Fund for the
                   investment of that portion of a Participant's Account which
                   is not yet held in an Investment Fund and for which no valid
                   investment election is on file. The Investment Fund specified
                   as of the Effective Date is set forth in Appendix A, which
                   may be changed from time to time by the Administrator, in
                   writing, without the necessity of amending the Plan and
                   Trust.

         7.5       Investment Fund Election Change Fees

                   A reasonable processing fee may be charged directly to a
                   Participant's Account for Investment Fund election changes in
                   excess of a specified number per year as determined by the
                   Administrator.


--------------------------------------------------------------------------------

                                       21

<PAGE>

8        VESTING
         -------

         8.1   Fully Vested Accounts

               A Participant shall be fully vested in all Accounts at all times.


--------------------------------------------------------------------------------

                                       22

<PAGE>

9        PARTICIPANT LOANS
         -----------------

         9.1       Participant Loans Permitted

                   Loans to Participants and Beneficiaries are permitted
                   pursuant to the terms and conditions set forth in this
                   Section, except that a loan shall not be permitted to a
                   Participant who is no longer an Employee or to a Beneficiary,
                   unless such Participant or Beneficiary is otherwise a party
                   in interest (as defined in ERISA section 3(14)).

         9.2       Loan Application, Note and Security

                   A Participant shall apply for any loan in such manner and
                   with such advance notice as prescribed by the Administrator.
                   Each loan shall be evidenced by a promissory note, secured
                   only by the portion of the Participant's Account from which
                   the loan is made, and the Plan shall have a lien on this
                   portion of his or her Account.

         9.3       Spousal Consent

                   A Participant is not required to obtain Spousal Consent in
                   order to borrow from his or her Account under the Plan,
                   unless they have transferred into this plan with a
                   grandfathered benefit that allows a joint and survivor
                   option.

         9.4       Loan Approval

                   The Administrator, or the Trustee, if otherwise authorized by
                   the Administrator and agreed to by the Trustee, is
                   responsible for determining that a loan request conforms to
                   the requirements described in this Section and granting such
                   request.

         9.5       Loan Funding Limits, Account Sources and Funding Order

                   The loan amount must meet all of the following limits as
                   determined as of the Valuation Date then the loan is
                   processed and shall be funded from the Participant's Accounts
                   as follows:

                   (a)      Plan Minimum Limit.  The minimum amount for any loan
                            is $500.

                   (b)      Plan Maximum Limit, Account Sources and Funding
                            Order. Subject to the legal limit described in (c)
                            below, the maximum a Participant may borrow,
                            including the aggregate outstanding balances of
                            existing Plan loans, is 100% of the Participant's
                            Accounts.

                   (c)      Legal Maximum Limit. The maximum a Participant may
                            borrow,


--------------------------------------------------------------------------------

                                       23

<PAGE>

                            including the aggregate outstanding balances of
                            existing Plan loans, is 50% of his or her vested
                            Account balance, not to exceed $50,000. However, the
                            $50,000 maximum is reduced by the Participant's
                            highest aggregate outstanding Plan loan balance
                            during the 12-month period ending on the day before
                            the Valuation Date as of which the loan is made. For
                            purposes of this paragraph, the qualified plans of
                            all Related Companies shall be treated as though
                            they are part of the Plan to the extent it would
                            decrease the maximum loan amount.

         9.6       Maximum Number of Loans

                   A Participant may have only one loan outstanding at any given
                   time.

         9.7       Source and Timing of Loan Funding

                   A loan to a Participant shall be made solely from the assets
                   of his or her own Account. The available assets shall be
                   determined first by Account and then within each Account used
                   for funding a loan, amounts shall be taken from the
                   Investment Fund in direct proportion to the market value of
                   the Participant's interest in each Investment Fund. as of the
                   Valuation Date on which the loan is processed.

                   The loan shall be funded on the Valuation Date as of which
                   the loan is processed. The Trustee shall make payment to the
                   Participant as soon thereafter as administratively feasible.

         9.8       Interest Rate

                   The interest rate charged on Participant loans shall be a
                   fixed reasonable rate of interest, determined from time to
                   time by the Administrator, which provides the Plan with a
                   return commensurate with the prevailing interest rate charged
                   by persons in the business of lending money for loans which
                   would be made under similar circumstances. As of the
                   Effective Date, the interest rate is determined as set forth
                   in Appendix C, which may be changed from time to time by the
                   Administrator, in writing, without the necessity of amending
                   the Plan and Trust.

         9.9       Loan Payment

                   Substantially level amortization shall be required of each
                   loan with payments made at least monthly, generally through
                   payroll deduction. Loans may be prepaid in full or in part at
                   any time. The Participant may choose the loan repayment
                   period, not to exceed 5 years.


--------------------------------------------------------------------------------

                                       24

<PAGE>

         9.10      Loan Payment Hierarchy

                   Loan principal payments shall be credited to the
                   Participant's Accounts in the inverse of the order used to
                   fund the loan. Loan interest shall be credited to the
                   Participant's Accounts in direct proportion to the principal
                   payment. Loan payments are credited to the Investment Funds
                   based upon the Participant's current investment election for
                   new Contributions.

         9.11      Repayment Suspension

                   The Administrator may agree to a suspension of loan payments
                   for up to 12 months for a Participant who is on a Leave of
                   Absence without pay. During the suspension period, interest
                   shall continue to accrue on the outstanding loan balance. At
                   the expiration of the suspension period all outstanding loan
                   payments and accrued interest thereon shall be due unless
                   otherwise agreed upon by the Administrator.

         9.12      Loan Default

                   A loan is treated as in default if a scheduled loan payment
                   is not made at the time required. A Participant shall then
                   have a grace period to cure the default before it becomes
                   final. Such grace period shall be for a period that does not
                   extend beyond the last day of the calendar quarter following
                   the calendar quarter in which the scheduled loan payment was
                   due or such lesser or greater maximum period as may later be
                   authorized by Code section 72(p).

                   In the event a default is not cured within the grace period,
                   the Administrator may direct the Trustee to report the
                   outstanding principal balance of the loan and accrued
                   interest thereon as a taxable distribution to the
                   Participant. As soon as a Plan withdrawal or distribution to
                   such Participant would otherwise be permitted, the
                   Administrator may instruct the Trustee to execute upon its
                   security interest in the Participant's Account by
                   distributing the note to the Participant.

         9.13      Call Feature

                   The Administrator shall have the right to call any
                   Participant loan once a Participant's employment with all
                   Related Companies has terminated, unless he or she is
                   otherwise a party in interest (as defined in ERISA section
                   3(14)), or if the Plan is terminated.


-------------------------------------------------------------------------------
                                       25

<PAGE>

10       IN-SERVICE WITHDRAWALS
         ----------------------

         10.1      In-Service Withdrawals Permitted

                   In-service withdrawals to a Participant who is an Employee
                   are permitted pursuant to the terms and conditions set forth
                   in this Section and pursuant to the terms and conditions set
                   forth in Section 11 with regard to an in-service withdrawal
                   made in accordance with a Participant's Required Beginning
                   Date.

         10.2      In-Service Withdrawal Application and Notice

                   A Participant shall apply for any in-service withdrawal in
                   such manner and with such advance notice as prescribed by the
                   Administrator. The Participant shall be provided the notice
                   prescribed by Code section 402(f).

                   Code sections 401(a)(11) and 417 do not apply to in-service
                   withdrawals under the Plan. An in-service withdrawal may
                   commence less than 30 days after the aforementioned notice is
                   provided, if:

                   (a)   the Participant is clearly informed that he or she has
                         the right to a period of at least 30 days after receipt
                         of such notice to consider his or her option to elect
                         or not elect a Direct Rollover for all or a portion, if
                         any, of his or her in-service withdrawal which
                         constitutes an Eligible Rollover Distribution; and

                   (b)   the Participant after receiving such notice,
                         affirmatively elects a Direct Rollover for all or a
                         portion, if any, of his or her in-service withdrawal
                         which constitutes an Eligible Rollover Distribution or
                         alternatively elects to have all or a portion made
                         payable directly to him or her, thereby not electing a
                         Direct Rollover for all or a portion thereof.

                   Notwithstanding the foregoing, Hardship Withdrawal amounts
                   withdrawn from a Participant's Pre-Tax Account shall not
                   constitute an Eligible Rollover Distribution.

         10.3      Spousal Consent

                   A Participant is not required to obtain Spousal Consent in
                   order to receive an in-service withdrawal under the Plan.

         10.4      In-Service Withdrawal Approval

                   The Administrator, or the Trustee, if otherwise authorized by
                   the Administrator and agreed to by the Trustee, is
                   responsible for determining whether an in-service withdrawal
                   request conforms to the requirements described in this
                   Section and granting such request.


--------------------------------------------------------------------------------
                                       26

<PAGE>

         10.5      Payment Form and Medium

                   The form of payment for an in-service withdrawal shall be a
                   single lump sum and payment shall be made in cash. With
                   regard to the portion of an in-service withdrawal
                   representing an Eligible Rollover Distribution, a Participant
                   may elect a Direct Rollover for all or a portion of such
                   amount.

         10.6      Source and Timing of In-Service Withdrawal Funding

                   An in-service withdrawal to a Participant shall be made
                   solely from the assets of his or her own Account and shall be
                   based on the Account values as of the Trade Date the
                   in-service withdrawal is processed. The available assets
                   shall be determined first by Account and then within each
                   Account used for funding an in-service withdrawal, amounts
                   shall be taken by Investment Fund in direct proportion to the
                   market value of the Participant's interest in each Investment
                   Fund (which excludes his or her Loan Account balance) as of
                   the Valuation Date on which the in-service withdrawal is
                   processed.

         10.7      Hardship Withdrawals

                   (a)      Requirements. A Participant who is an Employee may
                            request the withdrawal of up to the amount necessary
                            to satisfy a financial need including amounts
                            necessary to pay any federal, state or local income
                            taxes or penalties reasonably anticipated to result
                            from the withdrawal. Only requests for withdrawals
                            (1) on account of a Participant's "Deemed Financial
                            Need" and (2) which are "Deemed Necessary" to
                            satisfy the financial need shall be approved.

                   (b)      "Deemed Financial Need".  An immediate and heavy
                            financial need relating to:

                            (1)      the payment of unreimbursed medical care
                                     expenses (described under Code section
                                     213(d)) incurred (or to be incurred) by the
                                     Employee, his or her spouse or dependents
                                     (as defined in Code section 152);

                            (2)      the purchase (excluding mortgage payments)
                                     of the Employee's principal residence;

                            (3)      the payment of unreimbursed tuition,
                                     related educational fees and room and board
                                     for up to the next 12 months of
                                     post-secondary education for the Employee,
                                     his or her spouse or dependents (as defined
                                     in Code section 152);

                            (4)      the payment of amounts necessary for the
                                     Employee to prevent

--------------------------------------------------------------------------------
                                       27



<PAGE>

                    losing his or her principal residence through eviction or
                    foreclosure on the mortgage; or

               (5)  any other circumstance specifically permitted under Code
                    section 401(k)(2)(B)(i)(IV).


         (c)   "Deemed Necessary". A withdrawal is "Deemed Necessary" to satisfy
               the financial need only if the withdrawal amount does not exceed
               the financial need and all of these conditions are met:

               (1)  the Employee has obtained all possible withdrawals (other
                    than hardship withdrawals) and nontaxable loans available
                    from the Plan and all other plans maintained by Related
                    Companies, unless repayment of this loan would create an
                    additional financial hardship.

               (2)  the Administrator shall suspend the Employee from making any
                    contributions to the Plan and all other qualified and
                    nonqualified plans of deferred compensation and all stock
                    option or stock purchase plans maintained by Related
                    Companies for 12 months from the date the withdrawal
                    payment; and

               (3)  the Administrator shall reduce the Contribution Dollar Limit
                    for the Employee with regard to the Plan and all other plans
                    maintained by Related Companies, for the calendar year next
                    following the calendar year of the withdrawal by the amount
                    of the Employee's Pre-Tax Contributions for the calendar
                    year of the withdrawal.

         (c)   Account Sources and Funding Order. All available amounts must
               first be withdrawn from a Participant's After-Tax Account. The
               remaining withdrawal shall come from the following of the
               Participant's Accounts, in the priority order as follows:

                             Rollover Account
                             Matching Account
                             Prior Plan Account
                             Pre-Tax Account

               The amount that may be withdrawn from a Participant's Pre-Tax
               Account shall not include any amounts attributable to earnings
               after December 31, 1988.

               The amount that may be withdrawn from a Participant's Matching

--------------------------------------------------------------------------------
                                       28

<PAGE>

                    Account shall not include any amounts attributable to
                    contributions or earnings after the start of the first Plan
                    Year beginning after December 31, 1988.

               (d)  Minimum Amount. There is no minimum amount for a hardship
                    withdrawal.

               (e)  Permitted Frequency. There is no restriction on the number
                    of hardship withdrawals permitted to a Participant.


               (f)  Suspension from Further Contributions. Upon making a
                    hardship withdrawal, a Participant may not make additional
                    Pre-Tax Contributions (or additional contributions to all
                    other qualified and nonqualified plans of deferred
                    compensation and all stock option or stock purchase plans
                    maintained by Related Companies), if his or her hardship
                    withdrawal was "Deemed Necessary", and shall not be eligible
                    to receive Match Contributions, for a period of 12 months
                    from the date the withdrawal payment is made.

        10.8   After-Tax Account Withdrawals

               (a)  Requirements. A Participant who is an Employee may make an
                    After-Tax Account withdrawal.

               (b)  Account Sources and Funding Order. The withdrawal shall come
                    from a Participant's After-Tax Account.

               (c)  Minimum Amount. There is no minimum amount for an After-Tax
                    Account withdrawal.

               (c)  Permitted Frequency. There is no restriction on the number
                    of After-Tax Account withdrawals permitted to a Participant.

               (d)  Suspension from Further Contributions. An After-Tax Account
                    withdrawal shall not affect a Participant's ability to make
                    further Contributions.

        10.9   Rollover Account Withdrawals

               (a)  Requirements. A Participant who is an Employee may make a
                    Rollover Account withdrawal.

               (b)  Account Sources and Funding Order. The withdrawal shall come
                    from a Participant's Rollover Account.

               (c)  Minimum Amount. There is no minimum amount for a Rollover
                    Account withdrawal.

               (c)  Permitted Frequency. There is no restriction on the number
                    of Rollover Account

--------------------------------------------------------------------------------
                                       29

<PAGE>

                         withdrawal.

                    (c)  Permitted Frequency. There is no restriction on the
                         number of Rollover Account withdrawals permitted to a
                         Participant.

                    (d)  Suspension from Further Contributions. A Rollover
                         Account withdrawal shall not affect a Participant's
                         ability to make further Contributions.

          10.10     Over Age 59 1/2 Withdrawals

                    (a)  Requirements. A Participant who is an Employee and over
                         age 59 1/2 may make an Over Age 59 1/2 withdrawal.


                    (b)  Minimum Amount. There is no minimum amount for an Over
                         Age 59 1/2 withdrawal.

                    (c)  Permitted Frequency. The maximum number of Over Age 59
                         1/2 withdrawals permitted to a Participant in any
                         12-month period is not to exceed one per month.

                    (d)  Suspension from Further Contributions. An Over Age 59
                         1/2 withdrawal shall not affect a Participant's ability
                         to make or be eligible to receive further
                         Contributions.

--------------------------------------------------------------------------------
                                       30




<PAGE>

11   DISTRIBUTIONS ONCE EMPLOYMENT ENDS OR BY REASON OF A PARTICIPANT'S REQUIRED
     ---------------------------------------------------------------------------
     BEGINNING DATE
     --------------

     11.1 Benefit Information, Notices and Election

          A Participant, or his or her Beneficiary in the case of his or her
          death, shall be provided with information regarding all optional times
          and forms of distribution available under the Plan, including the
          notices prescribed by Code sections 402(f) and 411(a)(11). Subject to
          the other requirements of this Section, a Participant, or his or her
          Beneficiary in the case of his or her death, may elect, in such manner
          and with such advance notice as prescribed by the Administrator, to
          have his or her vested Account balance distributed beginning upon any
          Valuation Date following the Participant's termination of employment
          with all Related Companies and a reasonable period of time during
          which the Administrator shall process, and inform the Trustee of, the
          Participant's termination or, if earlier, at the time of the
          Participant's Required Beginning Date.

          Notwithstanding, if a Participant's termination of employment with all
          Related Companies does not constitute a separation from service for
          purposes of Code section 401(k)(2)(B)(i)(I) or otherwise constitute an
          event set forth under Code section 401(k)(10)(A)(ii) or (iii) as
          described in Section 19.3, the portion of a Participant's Account
          subject to the distribution rules of Code section 401(k) may not be
          distributed until such time as he or she separates from service for
          purposes of Code section 401(k)(2)(B)(i)(I) or, if earlier, upon such
          other event as described in Code section 401(k)(2)(B) and as provided
          for in the Plan.

          Code sections 401(a)(11) and 417 do not apply to distributions under
          the Plan. A distribution may commence less than 30 days after the
          aforementioned notices are provided, if:

          (a)  the Participant is clearly informed that he or she has the right
               to a period of at least 30 days after receipt of such notices to
               consider the decision as to whether to elect a distribution and
               if so to elect a particular form of distribution and to elect or
               not elect a Direct Rollover for all or a portion, if any, of his
               or her distribution which constitutes an Eligible Rollover
               Distribution; and

          (b)  the Participant after receiving such notices, affirmatively
               elects a distribution and a Direct Rollover for all or a portion,
               if any, of his or her distribution which constitutes an Eligible
               Rollover Distribution or alternatively elects to have all or a
               portion made payable directly to him or her, thereby not electing
               a Direct Rollover for all or a portion thereof.

     11.2 Spousal Consent

--------------------------------------------------------------------------------
                                       31

<PAGE>

               A Participant is not required to obtain Spousal Consent in order
               to receive a distribution under the Plan.

          11.3 Payment Form and Medium

               Except to the extent otherwise provided by Section 11.4, a
               Participant may elect to be paid in any of these forms:

               (a)  a single lump sum; or

               (b)  a portion paid in a lump sum, and the remainder paid later
                    (partial payment); or

               (c)  periodic installments over a period not to exceed the life
                    expectancy of the Participant and his or her Beneficiary.

               Distributions shall be made in cash, except to the extent a
               distribution consists of a loan call as described in Section 9.
               With regard to the portion of a distribution representing an
               Eligible Rollover Distribution, a Distributee may elect a Direct
               Rollover for all or a portion of such amount.

          11.4 Source and Timing of Distribution Funding

               A distribution to a Participant shall be made solely from the
               assets of his or her own Account and shall be based on the
               Account values as of the Valuation Date the distribution is
               processed. The available assets shall be determined first by
               Account and then within each Account used for funding a
               distribution, amounts shall be taken from the Investment Fund in
               direct proportion to the market value of the Participant's
               interest in each Investment Fund as of the Valuation Date on
               which the distribution is processed.

               The distribution shall be funded on the Valuation Date as of
               which the distribution is processed. The Trustee shall make
               payment to the Participant or on behalf of the Participant as
               soon thereafter as administratively feasible.

          11.5 Latest Commencement Permitted

               In addition to any other Plan requirements and unless a
               Participant elects otherwise, his or her benefit payments shall
               begin not later than 60 days after the end of the Plan Year in
               which he or she attains his or her Normal Retirement Date or
               retires, whichever is later. However, if the amount of the
               payment or the location of the Participant (after a reasonable
               search) cannot be ascertained by that deadline, payment shall be
               made no later than 60 days after the earliest date on which such
               amount or location is ascertained but in no event later than the
               Participant's Required Beginning Date. A Participant's failure to
               elect in such

--------------------------------------------------------------------------------
                                       32

<PAGE>

               manner as prescribed by the Administrator to have his or her
               vested Account balance distributed, shall be deemed an election
               by the Participant to defer his or her distribution but in no
               event shall his or her benefit payments commence later than his
               or her Required Beginning Date.

               With regard to a Participant who is an Employee and who commenced
               benefit payments in accordance with Code section 401(a)(9) as in
               effect prior to January 1, 1997, and who is not a 5% Owner, he or
               she may, but is not required to, discontinue such benefit
               payments until he or she is otherwise required to again commence
               benefit payments in accordance with Code section 401(a)(9) as in
               effect for calendar years commencing after December 31, 1996.

               Notwithstanding any provision of the Plan to the contrary,
               distributions may be made pursuant to the terms of any method of
               distribution elected by an Employee who was a Participant prior
               to January 1, 1984, in accordance with the terms of the Plan as
               in effect immediately prior to that date, provided that the
               election shall remain in effect only until revoked and (if
               revoked) may not later be reinstated.

               If benefit payments cannot begin at the time required because the
               location of the Participant cannot be ascertained (after a
               reasonable search), the Administrator may, at any time
               thereafter, treat such person's Account as forfeited subject to
               the provisions of Section 18.6.

          11.6 Payment Within Life Expectancy

               The Participant's payment election must be consistent with the
               requirement of Code section 401(a)(9) that all payments are to be
               completed within a period not to exceed the lives or the joint
               and last survivor life expectancy of the Participant and his or
               her Beneficiary. The life expectancies of a Participant and his
               or her Beneficiary, if such Beneficiary is his or her spouse, may
               be recomputed annually.

          11.7 Incidental Benefit Rule

               The Participant's payment election must be consistent with the
               requirement that, if the Participant's spouse is not his or her
               sole primary Beneficiary, the minimum annual distribution for
               each calendar year, beginning with the calendar year preceding
               the calendar year that includes the Participant's Required
               Beginning Date, shall not be less than the quotient obtained by
               dividing (a) the Participant's vested Account balance as of the
               last Valuation Date of the preceding year by (b) the applicable
               divisor as determined under the incidental benefit requirements
               of Code section 401(a)(9).

          11.8 Payment to Beneficiary

--------------------------------------------------------------------------------
                                       33

<PAGE>

               Payment to a Beneficiary must either (i) be completed by the end
               of the calendar year that contains the fifth anniversary of the
               Participant's death or (ii) begin by the end of the calendar year
               that contains the first anniversary of the Participant's death
               and be completed within the period of the Beneficiary's life or
               life expectancy, except that:

               (a)  If the Participant dies after his or her Required Beginning
                    Date, payment to his or her Beneficiary must be made at
                    least as rapidly as provided in the Participant's
                    distribution election;

               (b)  If the surviving spouse is the Beneficiary, payments need
                    not begin until the later of (i) the end of the calendar
                    year that includes the first anniversary of the
                    Participant's death, or (ii) the end of the calendar year in
                    which the Participant would have attained age 70 1/2 and
                    must be completed within the spouse's life or life
                    expectancy; and

               (c)  If the Participant and the surviving spouse who is the
                    Beneficiary die (i) before the Participant's Required
                    Beginning Date and (ii) before payments have begun to the
                    spouse, the spouse shall be treated as the Participant in
                    applying these rules.

          11.9 Beneficiary Designation

               Each Participant may complete a beneficiary designation form
               indicating the Beneficiary who is to receive the Participant's
               remaining Plan interest at the time of his or her death and such
               designation may be changed at any time. However, a Participant's
               spouse shall be the sole primary Beneficiary unless the
               designation includes Spousal Consent for another Beneficiary. If
               no proper designation is in effect at the time of a Participant's
               death or if the Beneficiary does not survive the Participant, the
               Beneficiary shall be, in the order listed, the:

               (a)  Participant's surviving spouse,

               (b)  Participant's children, in equal shares, (or if a child does
                    not survive the Participant, and that child leaves issue,
                    the issue shall be entitled to that child's share, by right
                    of representation) or

               (c)  Participant's estate.

--------------------------------------------------------------------------------
                                       34




<PAGE>

12   ADP AND ACP TESTS
     -----------------

     12.1 Contribution Limitation Definitions

          The following definitions are applicable to this Section 12 (where a
          definition is contained in both Sections 1 and 12, for purposes of
          Section 12 the Section 12 definition shall be controlling):

          (a)  "ACP" or "Average Contribution Percentage". The Average
               Percentage calculated using Contributions allocated to
               Participants as of a date within the Plan Year.

          (b)  "ACP Test". The determination of whether the ACP is in compliance
               with the Basic or Alternative Limitation for a Plan Year (as
               defined in Section 12.2).

          (c)  "ADP" or "Average Deferral Percentage". The Average Percentage
               calculated using Deferrals allocated to Participants as of a date
               within the Plan Year.

          (c)  "ADP Test". The determination of whether the ADP is in compliance
               with the Basic or Alternative Limitation for a Plan Year (as
               defined in Section 12.2).

          (d)  "Average Percentage". The average of the calculated percentages
               for Participants within the specified group. The calculated
               percentage refers to either the "Deferrals" or "Contributions"
               (as defined in this Section) made on each Participant's behalf
               for the Plan Year, divided by his or her Compensation. (Pre-Tax
               Contributions to the Plan or comparable contributions to plans of
               Related Companies which must be refunded solely because they
               exceed the Contribution Dollar Limit are included in the
               percentage for the HCE Group but not for the NHCE Group.)

          (e)  "Contributions" shall include Matching and may include Pre-Tax,
               but with regard to Pre-Tax, only to the extent that (1) the
               Administrator elects to use them, (2) they are not used or
               counted in the ADP Test and (3) they otherwise satisfy the
               requirements as prescribed under Code section 401(m) permitting
               treatment as Contributions for purposes of the ACP Test.

          (f)  "Current Year Testing Method". The use of the Plan Year's ADP for
               the Plan Year's NHCE Group for purposes of performing the Plan
               Year's ADP Test and/or the use of the Plan Year's ACP for the
               Plan Year's NHCE Group for purposes of performing the Plan Year's
               ACP Test.

          (g)  "Deferrals" shall include Pre-Tax Contributions.

--------------------------------------------------------------------------------
                                       35

<PAGE>

               (h)  "HCE" or "Highly Compensated Employee". For Plan Years
                    commencing after December 31, 1996, with respect to all
                    Related Companies, an Employee who (in accordance with Code
                    section 414(q)):

                    (1)  Was a more than 5% Owner (within the meaning of Code
                         section 414(q)(2)) at any time during the Plan Year or
                         the preceding Plan Year; or

                    (2)  Received Compensation during the preceding Plan Year in
                         excess of $80,000 (as adjusted for such Year pursuant
                         to Code sections 414(q)(1) and 415(d)) or, if the
                         Company elects for such preceding Plan Year, "in excess
                         of $80,000 (as adjusted for such Year pursuant to Code
                         sections 414(q)(1) and 415(d)) and was a member of the
                         "top-paid group" (within the meaning of Code section
                         414(q)(3)) for such preceding Plan Year" shall be
                         substituted for the preceding reference to "in excess
                         of $80,000 (as adjusted for such Year pursuant to Code
                         sections 414(q)(1) and 415(d))".

                         A former Employee shall be treated as an HCE if (1)
                         such former Employee was an HCE when he or she
                         separated from service, or (2) such former Employee was
                         an HCE in service at any time after attaining age 55.

                         The determination of who is an HCE and the
                         determination of the number and identity of Employees
                         in the top-paid group shall be made in accordance with
                         Code section 414(q).

               (i)  "HCE Group" and "NHCE Group". With respect to all Related
                    Companies, the respective group of HCEs and NHCEs who are
                    eligible to have amounts contributed on their behalf for the
                    respective Plan Year, including Employees who would be
                    eligible but for their election not to participate or to
                    contribute, or because their Pay is greater than zero but
                    does not exceed a stated minimum. For Plan Years commencing
                    after December 31, 1998, with respect to all Related
                    Companies, if the Plan permits participation prior to an
                    Eligible Employee's satisfaction of the minimum age and
                    service requirements of Code section 410(a)(1)(A), Eligible
                    Employees who have not met the minimum age and service
                    requirements of Code section 410(a)(1)(A) may be excluded in
                    the determination of the NHCE Group, but not in the
                    determination of the HCE Group, for purposes of (i) the ADP
                    Test, if Code section 410(b)(4)(B) is applied in determining
                    whether the 401(k) portion of the Plan meets the
                    requirements of Code section 410(b), or (ii) the ACP Test,
                    if Code section 410(b)(4)(B) is applied in determining
                    whether the 401(m) portion of the Plan meets the
                    requirements of Code section

--------------------------------------------------------------------------------
                                       36




<PAGE>

                            410(b).

                            (3)      If the Related Companies maintain two or
                                     more plans which are subject to the ADP or
                                     ACP Test and are considered as one plan for
                                     purposes of Code sections 401(a)(4) or
                                     410(b), all such plans shall be aggregated
                                     and treated as one plan for purposes of
                                     meeting the ADP and ACP Tests, provided
                                     that the plans may only be aggregated if
                                     they have the same plan year.

                            (4)      If an HCE is covered by more than one cash
                                     or deferred arrangement, or more than one
                                     arrangement permitting employee or matching
                                     contributions, maintained by the Related
                                     Companies, all such plans shall be
                                     aggregated and treated as one plan (other
                                     than those plans that may not be
                                     permissively aggregated) for purposes of
                                     calculating the separate percentage for the
                                     HCE which is used in the determination of
                                     the Average Percentage. For purposes of the
                                     preceding sentence, if such plans have
                                     different plan years, the plans are
                                     aggregated with respect to the plan years
                                     ending with or within the same calendar
                                     year.

                   (j)      "Multiple Use Test". The test described in Section
                            12.4 which a Plan must meet where the Alternative
                            Limitation (described in Section 12.2) is used to
                            meet both the ADP and ACP Tests.

                   (k)      "NHCE" or "Non-Highly Compensated Employee". An
                            Employee who is not an HCE.

                   (l)      "Prior Year Testing Method". The use of the
                            preceding Plan Year's ADP for the preceding Plan
                            Year's NHCE Group for purposes of performing the
                            Plan Year's ADP Test and/or the use of the preceding
                            Plan Year's ACP for the preceding Plan Year's NHCE
                            Group for purposes of performing the Plan Year's ACP
                            Test.

         12.2      ADP and ACP Tests

                   For Plan Years commencing before January 1, 1997, for each
                   Plan Year, the Current Year Testing Method shall be used and
                   the ADP and ACP for the HCE Group must meet either the Basic
                   or Alternative Limitation when compared to the respective ADP
                   and ACP for the NHCE Group, defined below:

                   For Plan Years commencing after December 31, 1996, for each
                   Plan Year, the Prior Year Testing Method shall be used and
                   the ADP and ACP for the HCE Group must meet either the Basic
                   or Alternative Limitation when compared to the respective
                   preceding Plan Year's ADP and ACP for the preceding Plan
                   Year's NHCE Group, defined as follows:


--------------------------------------------------------------------------------

                                       37

<PAGE>

                   (a)      Basic Limitation. The HCE Group Average Percentage
                            may not exceed 1.25 times the NHCE Group Average
                            Percentage.

                   (b)      Alternative Limitation. The HCE Group Average
                            Percentage is limited by reference to the NHCE Group
                            Average Percentage as follows:

                     If the NHCE Group                 Then the Maximum HCE
                   Average Percentage is:         Group Average Percentage is:
                   ----------------------         ----------------------------

                       Less than 2%                2 times NHCE Group Average %
                        2% to 8%                  NHCE Group Average % plus 2%
                       More than 8%               NA - Basic Limitation applies


                   Alternatively, the Company may elect to use the Current Year
                   Testing Method and the ADP and/or ACP for the HCE Group must
                   meet either the Basic or Alternative Limitation as defined
                   above when compared to the respective Plan Year's ADP and/or
                   ACP for the Plan Year's NHCE Group. If a Current Year Testing
                   Method election is made, such election may not be changed
                   except as provided by the Code.

                   In the case of the first Plan Year in which the Plan is
                   subject to the requirements of Code section 401(k), the
                   amount taken into account as the "preceding Plan Year's ADP
                   for the preceding Plan Year's NHCE Group", shall be (i) 3%,
                   or (ii) if the Company elects, the Plan Year's ADP. The
                   preceding sentence shall not apply with regard to a Plan that
                   is a successor plan or, if for such first Plan Year, the Plan
                   is aggregated with another plan that was subject to the
                   requirements of Code section 401(k) in the preceding year and
                   treated as one plan for purposes of meeting the ADP Test.

         12.3      Correction of ADP and ACP Tests

                   For Plan Years commencing after December 31, 1996, for each
                   Plan Year, if the ADP or ACP Tests are not met, the
                   Administrator shall determine, no later than the end of the
                   next Plan Year, a maximum percentage to be used in place of
                   the calculated percentage for all HCEs that would reduce the
                   ADP and/or ACP for the HCE Group by a sufficient amount to
                   meet the ADP and ACP Tests.

                   With regard to each HCE whose Deferral percentage and/or
                   Contribution percentage is in excess of the maximum
                   percentage, a dollar amount of excess Deferrals and/or excess
                   Contributions shall then be determined by (i) subtracting the
                   product of such maximum percentage for the ADP and the HCE's
                   Compensation from the HCE's actual Deferrals and (ii)
                   subtracting the product of such maximum percentage for the
                   ACP and the HCE's Compensation from the HCE's actual
                   Contributions. Such amounts shall then be aggregated to
                   determine the total dollar amount of excess Deferrals and/or
                   excess


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                                       38

<PAGE>

                   Contributions. ADP and/or ACP corrections shall be made in
                   accordance with the leveling method as described below.

                   (a)      ADP Correction. The HCE with the highest Deferral
                            dollar amount shall have his or her Deferral dollar
                            amount reduced in an amount equal to the lesser of
                            the dollar amount of excess Deferrals for all HCEs
                            or the dollar amount that would cause his or her
                            Deferral dollar amount to equal that of the HCE with
                            the next highest Deferral dollar amount. The process
                            shall be repeated until the total of the Deferral
                            dollar amount reductions equals the dollar amount of
                            excess Deferrals for all HCEs.

                            To the extent an HCE's Deferrals were determined to
                            be reduced as described in the paragraph above,
                            Pre-Tax Contributions shall, by the end of the next
                            Plan Year, be refunded to the HCE, except that such
                            amount to be refunded shall be reduced by Pre-Tax
                            Contributions previously refunded because they
                            exceeded the Contribution Dollar Limit. The excess
                            amounts shall first be taken from unmatched Pre-Tax
                            Contributions and then from matched Pre-Tax
                            Contributions. Any Matching Contributions
                            attributable to refunded excess Pre-Tax
                            Contributions as described in this Section, adjusted
                            for investment gain or loss for the Plan Year to
                            which the excess Pre-Tax Contributions relate, shall
                            be forfeited and used to reduce future Contributions
                            to be made by an Employer as soon as
                            administratively feasible.

                   (b)      ACP Correction. The HCE with the highest
                            Contribution dollar amount shall have his or her
                            Contribution dollar amount reduced in an amount
                            equal to the lesser of the dollar amount of excess
                            Contributions for all HCEs or the dollar amount that
                            would cause his or her Contribution dollar amount to
                            equal that of the HCE with the next highest
                            Contribution dollar amount. The process shall be
                            repeated until the total of the Contribution dollar
                            amount reductions equals the dollar amount of excess
                            Contributions for all HCEs.

                            To the extent an HCE's Contributions were determined
                            to be reduced as described in the paragraph above,
                            Matching Contributions shall, by the end of the next
                            Plan Year, be refunded to the HCE.

                   (c)      Investment Fund Sources. Once the amount of excess
                            Deferrals and/or Contributions is determined, and
                            with regard to excess Contributions, allocated by
                            type of Contribution, within each Account from which
                            amounts are refunded amounts shall be taken from the
                            Investment Fund in direct proportion to the market
                            value of the Participant's interest in each
                            Investment Fund (which excludes his or her Loan
                            Account balance) as of the Valuation Date on which
                            the correction is processed.

         12.4      Multiple Use Test


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                                       39

<PAGE>

                   If the Alternative Limitation (defined in Section 12.2) is
                   used to meet both the ADP and ACP Tests, the ADP and ACP for
                   the HCE Group must also comply with the requirements of Code
                   section 401(m)(9). Such Code section requires that the sum of
                   the ADP and ACP for the HCE Group (as determined after any
                   corrections needed to meet the ADP and ACP Tests have been
                   made) not exceed the sum (which produces the most favorable
                   result) of:

                   (a)      the Basic Limitation (defined in Section 12.2)
                            applied to either the ADP or ACP for the NHCE Group,
                            and

                   (b)      the Alternative Limitation applied to the other NHCE
                            Group percentage.

         12.5      Correction of Multiple Use Test

                   If the multiple use limit is exceeded, the Administrator
                   shall determine a maximum percentage to be used in place of
                   the calculated percentage for all HCEs that would reduce
                   either or both the ADP or ACP for the HCE Group by a
                   sufficient amount to meet the multiple use limit. Any excess
                   shall be corrected in the same manner that excess Deferrals
                   or Contributions are corrected.

         12.6      Adjustment for Investment Gain or Loss

                   Any excess Deferrals or Contributions to be refunded to a
                   Participant in accordance with this Section 12 shall be
                   adjusted for investment gain or loss. Refunds shall not
                   include investment gain or loss for the period between the
                   end of the applicable Plan Year and the date of distribution.

         12.7      Testing Responsibilities and Required Records

                   The Administrator shall be responsible for ensuring that the
                   Plan meets the ADP Test, and if applicable, the ACP Test and
                   the Multiple Use Test, and that the Contribution Dollar Limit
                   is not exceeded. The Administrator shall maintain records
                   which are sufficient to demonstrate that the ADP Test, and if
                   applicable, the ACP Test and the Multiple Use Test, have been
                   met for each Plan Year for at least as long as the Employer's
                   corresponding tax year is open to audit.

         12.8      Separate Testing

                   (a)      Multiple Employers: The determination of HCEs,
                            NHCEs, and the performance of the ADP Test, and if
                            applicable, the ACP Test and the Multiple Use Test,
                            and any corrective action resulting therefrom, shall
                            be conducted separately with regard to the Employees
                            of each Employer (and its Related Companies) that is
                            not a Related Company with respect to the other
                            Employer(s).


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                                       40

<PAGE>

                   (b)      Collective Bargaining Units: The performance of the
                            ADP Test, and if applicable, the ACP Test and the
                            Multiple Use Test, and any corrective action
                            resulting therefrom, shall be conducted separately
                            with regard to Employees who are eligible to
                            participate in the Plan as a result of a collective
                            bargaining agreement.

                   In addition, testing may be conducted separately, at the
                   discretion of the Administrator and to the extent permitted
                   under Treasury regulations, with regard to any group of
                   Employees for whom separate testing is permissible under such
                   regulations.


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                                       41

<PAGE>

13       MAXIMUM CONTRIBUTION AND BENEFIT LIMITATIONS
         --------------------------------------------

         13.1      "Annual Addition" Defined

                   The sum for a Plan Year of all (i) contributions (excluding
                   rollover contributions) and forfeitures allocated to the
                   Participant's Account and his or her account in all other
                   defined contribution plans maintained by any Related Company,
                   (ii) amounts allocated to the Participant's individual
                   medical account (within the meaning of Code section
                   415(l)(2)) which is part of a defined benefit plan maintained
                   by any Related Company, and (iii) if the Participant is a key
                   employee (within the meaning of Code section 419A(d)(3)) for
                   the applicable or any prior Plan Year, amounts attributable
                   to post-retirement medical benefits allocated to his or her
                   separate account under a welfare benefit fund (within the
                   meaning of Code section 419(e)) maintained by any Related
                   Company. The Plan Year refers to the year to which the
                   allocation pertains, regardless of when it was allocated. The
                   Plan Year shall be the Code section 415 limitation year.

         13.2      Maximum Annual Addition

                   A Participant's Annual Addition for any Plan Year shall not
                   exceed the lesser of (i) 25% of his or her Compensation or
                   (ii) $30,000 (as adjusted for cost of living increases
                   pursuant to Code section 415(d)); provided, however, that
                   clause (i) shall not apply to Annual Additions described in
                   clauses (ii) and (iii) of Section 13.1.

         13.3      Avoiding an Excess Annual Addition

                   If, at any time during a Plan Year, the allocation of any
                   additional Contributions would produce an excess Annual
                   Addition for such year, Contributions to be made for the
                   remainder of the Plan Year shall be limited to the amount
                   needed for each affected Participant to receive the maximum
                   Annual Addition.

         13.4      Correcting an Excess Annual Addition

                   Upon the discovery of an excess Annual Addition to a
                   Participant's Account (resulting from a reasonable error in
                   determining a Participant's compensation or the maximum
                   permissible amount of his or her elective deferrals (within
                   the meaning of Code section 402(g)(3)), or other facts and
                   circumstances acceptable to the Internal Revenue Service),
                   the excess amount (adjusted to reflect investment gains)
                   shall first be returned to the Participant to the extent of
                   his or her Pre-Tax Contributions (however to the extent Pre
                   Tax Contributions were matched, the applicable Matching
                   Contributions shall be forfeited in proportion to the
                   returned matched Pre-Tax Contributions) and the remaining
                   excess, if any, shall be forfeited by the Participant and
                   used to reduce future Contributions to be made by an Employer
                   as soon as administratively feasible.


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                                       42

<PAGE>

     13.5  Correcting a Multiple Plan Excess

           If a Participant, whose Account is credited with an excess Annual
           Addition, received allocations to more than one defined contribution
           plan, the excess shall be corrected by reducing the Annual Addition
           to the Plan only after all possible reductions have been made to the
           other defined contribution plans.

     13.6  "Defined Benefit Fraction" Defined

           The fraction, for any Plan Year, where the numerator is the
           "projected annual benefit" and the denominator is the greater of 125%
           of the "protected current accrued benefit" or the normal limit which
           is the lesser of (i) 125% of the dollar limitation in effect under
           Code section 415(b)(1)(A) for the Plan Year or (ii) 140% of the
           amount which may be taken into account under Code section
           415(b)(1)(B) for the Plan Year, where a Participant's:

           (a)  "projected annual benefit" is the annual benefit provided by the
                plan determined pursuant to Code section 415(e)(2)(A), and

           (b)  "protected current accrued benefit" in a defined benefit plan in
                existence (1) on July 1, 1982, shall be the accrued annual
                benefit provided for under Public Law 97-248, section 235(g)(4),
                as amended, or (2) on May 6, 1986, shall be the accrued annual
                benefit provided for under Public Law 99-514, section
                1106(i)(3).

     13.7  "Defined Contribution Fraction" Defined

           The fraction where the numerator is the sum of the Participant's
           Annual Addition for each Plan Year to date and the denominator is the
           sum of the "annual amounts" for each year in which the Participant
           has performed service with a Related Company. The "annual amount" for
           any Plan Year is the lesser of (i) 125% of the dollar limitation in
           effect under Code section 415(c)(1)(A) (determined without regard to
           subsection (c)(6)) for the Plan Year or (ii) 140% of the amount which
           may be taken into account under Code section 415(c)(1)(B) for the
           Plan Year, where:

           (a)  each Annual Addition is determined pursuant to the Code section
                415(c) rules in effect for such Plan Year, and

           (b)  the numerator is adjusted pursuant to Public Law 97-248, section
                235(g)(3), as amended, or Public Law 99-514, section 1106(i)(4).

     13.8  Combined Plan Limits and Correction

           The sum of a Participant's Defined Benefit Fraction and Defined
           Contribution Fraction for any Plan Year may not exceed 1.0. If the
           combined fraction

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                                       43

<PAGE>

           exceeds 1.0 for any Plan Year, the Participant's benefit under any
           defined benefit plan (to the extent it has not been distributed or
           used to purchase an annuity contract) shall be limited so that the
           combined fraction does not exceed 1.0 before any defined contribution
           limits shall be enforced.

           For Plan Years commencing after December 31, 1999, the provisions of
           the preceding paragraph shall no longer be effective.

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                                       44

<PAGE>

14   TOP HEAVY RULES
     ---------------

     14.1  Top Heavy Definitions

           When capitalized, the following words and phrases have the following
           meanings when used in this Section:

           (a)  "Aggregation Group". The group consisting of each qualified plan
                of the Related Companies (1) in which a Key Employee is a
                participant or was a participant during the determination period
                (regardless of whether such plan has terminated), or (2) which
                enables another plan in the group to meet the requirements of
                Code sections 401(a)(4) or 410(b). The Administrator may also
                treat any other qualified plan of the Related Companies as part
                of the group if the resulting group would continue to meet the
                requirements of Code sections 401(a)(4) and 410(b) with such
                plan being taken into account.

           (b)  "Determination Date". For any Plan Year, the last Valuation Date
                of the preceding Plan Year or, in the case of the Plan's first
                Plan Year, the last Valuation Date of that Plan Year.

           (c)  "Key Employee". A current or former Employee (or his or her
                Beneficiary) who at any time during the five year period ending
                on the Determination Date was:

                (5)  an officer of a Related Company whose Compensation (i)
                     exceeds 50% of the amount in effect under Code section
                     415(b)(1)(A) and (ii) places him or her within the
                     following highest paid group of officers:

              Number of Employees
              not Excluded Under               Number of
                     Code                    Highest Paid
              Section 414(q)(5)           Officers Included
              -----------------           -----------------
                Less than 30                      3
                 30 to 500                10% of the number of
                                         Employees not excluded
                                           under Code section
                                              414(q)(5)
                More than 500                    50

                (6)  a more than 5% Owner,

                (7)  a more than 1% Owner whose Compensation exceeds $150,000,
                     or

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                                       45

<PAGE>

                (8)  a more than 0.5% Owner who is among the 10 Employees owning
                     the largest interest in a Related Company and whose
                     Compensation exceeds the amount in effect under Code
                     section 415(c)(1)(A).

           (d)   "Plan Benefit". The sum as of the Determination Date of (1) an
                 Employee's Account, (2) the present value of his or her other
                 accrued benefits provided by all qualified plans within the
                 Aggregation Group, and (3) the aggregate distributions made
                 within the five year period ending on such Date. For this
                 purpose, the present value of the Employee's accrued benefit in
                 a defined benefit plan shall be determined by the method that
                 is used for benefit accrual purposes under all such plans
                 maintained by the Related Companies or, if there is no such
                 single method used under all such plans, as if the benefit
                 accrues no more rapidly than the slowest rate permitted by the
                 fractional accrual rule in Code section 411(b)(1)(C). Plan
                 Benefits shall exclude rollover contributions and similar
                 transfers made after December 31, 1983 as provided in Code
                 section 416(g)(4)(A).

           (e)   "Top Heavy". The Plan's status when the Plan Benefits of Key
                 Employees account for more than 60% of the Plan Benefits of all
                 Employees who have performed services at any time during the
                 five year period ending on the Determination Date. The Plan
                 Benefits of Employees who were, but are no longer, Key
                 Employees (because they have not been an officer or Owner
                 during the five year period), are excluded in the
                 determination.

     14.2  Special Contributions

           (a)   Minimum Contribution Requirement. For each Plan Year in which
                 the Plan is Top Heavy, the Employer shall not allow any
                 contributions (other than a Rollover Contribution from a plan
                 maintained by a non Related Company) to be made by or on behalf
                 of any Key Employee unless the Employer makes a contribution
                 (other than contributions made by an Employer in accordance
                 with a Participant's salary deferral election or contributions
                 made by an Employer based upon the amount contributed by a
                 Participant) on behalf of all Participants who were Eligible
                 Employees as of the last day of the Plan Year in an amount
                 equal to at least 3% of each such Participant's Compensation.

           (b)   Overriding Minimum Benefit. Notwithstanding, contributions
                 shall be permitted on behalf of Key Employees if the Employer
                 also maintains a defined benefit plan which automatically
                 provides a benefit which satisfies the Code section 416(c)(1)
                 minimum benefit requirements, including the adjustment provided
                 in Code section 416(h)(2)(A), if

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                                       46

<PAGE>

           applicable. If the Plan is part of an Aggregation Group under which a
           Key Employee is receiving a benefit and no minimum contribution is
           provided under any other plan, a minimum contribution of at least 3%
           of Compensation shall be provided to the Participants specified in
           the preceding paragraph. In addition, the Employer may offset a
           defined benefit minimum by contributions (other than contributions
           made by an Employer in accordance with a Participant's salary
           deferral election or contributions made by an Employer based upon the
           amount contributed by a Participant) made to the Plan.

     14.3  Adjustment to Combined Limits for Different Plans

           For each Plan Year in which the Plan is Top Heavy, 100% shall be
           substituted for 125% in determining the Defined Benefit Fraction and
           the Defined Contribution Fraction. For Plan Years commencing after
           December 31, 1999, the provisions of the preceding sentence shall no
           longer be effective.

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                                       47

<PAGE>

15   PLAN ADMINISTRATION
     -------------------

     15.1  Plan Delineates Authority and Responsibility

           Plan fiduciaries include the Company, the Administrator, the
           Committee and/or the Trustee, as applicable, whose specific duties
           are delineated in the Plan and Trust. In addition, Plan fiduciaries
           also include any other person to whom fiduciary duties or
           responsibilities are delegated with respect to the Plan. Any person
           or group may serve in more than one fiduciary capacity with respect
           to the Plan. To the extent permitted under ERISA section 405, no
           fiduciary shall be liable for a breach by another fiduciary.

     15.2  Fiduciary Standards

           Each fiduciary shall:

           (a)  discharge his or her duties in accordance with the Plan and
                Trust to the extent they are consistent with ERISA;

           (b)  use that degree of care, skill, prudence and diligence that a
                prudent person acting in a like capacity and familiar with such
                matters would use in the conduct of an enterprise of a like
                character and with like aims;

           (c)  act with the exclusive purpose of providing benefits to
                Participants and their Beneficiaries, and defraying reasonable
                expenses of administering the Plan;

           (d)  diversify Plan investments, to the extent such fiduciary is
                responsible for directing the investment of Plan assets, so as
                to minimize the risk of large losses, unless under the
                circumstances it is clearly prudent not to do so; and

           (e)  treat similarly situated Participants and Beneficiaries in a
                uniform and nondiscriminatory manner.

     15.3  Company is ERISA Plan Administrator

           The Company is the administrator of the Plan (within the meaning of
           ERISA section 3(16)) and is responsible for compliance with all
           reporting and disclosure requirements, except those that are
           explicitly the responsibility of the Trustee under applicable law.
           The Administrator and/or Committee shall have any necessary authority
           to carry out such functions through the actions of the Administrator,
           duly appointed officers of the Company and/or the Committee.

     15.4  Administrator Duties

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                                       48

<PAGE>

           The Administrator shall have the discretionary authority to construe
           the Plan and Trust, other than the provisions which relate to the
           Trustee, and to do all things necessary or convenient to effect the
           intent and purposes thereof, whether or not such powers are
           specifically set forth in the Plan and Trust. Actions taken in good
           faith by the Administrator shall be conclusive and binding on all
           interested parties, and shall be given the maximum possible deference
           allowed by law. In addition to the duties listed elsewhere in the
           Plan and Trust, the Administrator's authority shall include, but not
           be limited to, the discretionary authority to:

           (a)  determine who is eligible to participate, if a contribution
                qualifies as a rollover contribution, the allocation of
                Contributions, and the eligibility for loans, in-service
                withdrawals and distributions;

           (b)  provide each Participant with a summary plan description no
                later than 90 days after he or she has become a Participant (or
                such other period permitted under ERISA section 104(b)(1)), as
                well as informing each Participant of any material modification
                to the Plan in a timely manner;

           (c)  make a copy of the following documents available to Participants
                during normal work hours: the Plan and Trust (including
                subsequent amendments), all annual and interim reports of the
                Trustee related to the entire Plan, the latest annual report and
                the summary plan description;

           (d)  determine the fact of a Participant's death and of any
                Beneficiary's right to receive the deceased Participant's
                interest based upon such proof and evidence as it deems
                necessary;

           (e)  establish and review at least annually a funding policy bearing
                in mind both the short-run and long-run needs and goals of the
                Plan and to the extent Participants may direct their own
                investments, the funding policy shall focus on which Investment
                Funds are available for Participants to use; and

           (f)  adjudicate claims pursuant to the claims procedure described in
                Section 18.

     15.5  Advisors May be Retained

           The Administrator may retain such agents and advisors (including
           attorneys, accountants, actuaries, consultants, record keepers,
           investment counsel and administrative assistants) as it considers
           necessary to assist it in the performance of its duties. The
           Administrator shall also comply with the bonding requirements of
           ERISA section 412.

     15.6  Delegation of Administrator Duties

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                                       49

<PAGE>

           The Company, as Administrator of the Plan, has appointed a Committee
           to administer the Plan on its behalf. The Company shall provide the
           Trustee with the names and specimen signatures of any persons
           authorized to serve as Committee members and act as or on its behalf.
           Any Committee member appointed by the Company shall serve at the
           pleasure of the Company, but may resign by written notice to the
           Company. Committee members shall serve without compensation from the
           Plan for such services. Except to the extent that the Company
           otherwise provides, any delegation of duties to the Committee shall
           carry with it the full discretionary authority of the Administrator
           to complete such duties.

     15.7  Committee Operating Rules

           (a)  Actions of Majority. Any act delegated by the Company to the
                Committee may be done by a majority of its members. The majority
                may be expressed by a vote at a meeting or in writing without a
                meeting, and a majority action shall be equivalent to an action
                of all Committee members.

           (b)  Meetings. The Committee shall hold meetings upon such notice,
                place and times as it determines necessary to conduct its
                functions properly.

           (c)  Reliance by Trustee. The Committee may authorize one or more of
                its members to execute documents on its behalf and may authorize
                one or more of its members or other individuals who are not
                members to give written direction to the Trustee in the
                performance of its duties. The Committee shall provide such
                authorization in writing to the Trustee with the name and
                specimen signatures of any person authorized to act on its
                behalf. The Trustee shall accept such direction and rely upon it
                until notified in writing that the Committee has revoked the
                authorization to give such direction. The Trustee shall not be
                deemed to be on notice of any change in the membership of the
                Committee, parties authorized to direct the Trustee in the
                performance of its duties, or the duties delegated to and by the
                Committee until notified in writing.

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                                       50

<PAGE>

16   MANAGEMENT OF INVESTMENTS
     -------------------------

     16.1  Trust Agreement

           All Plan assets shall be held by the Trustee in trust, in accordance
           with those provisions of the Plan and Trust which relate to the
           Trustee, for use in providing Plan benefits and paying Plan fees and
           expenses not paid directly by the Employer. Plan benefits shall be
           drawn solely from the Trust and paid by the Trustee as directed by
           the Administrator. Notwithstanding, the Company may appoint, with the
           approval of the Trustee, another trustee to hold and administer Plan
           assets which do not meet the requirements of Section 16.2.

     16.2  Investment Funds

           The Administrator is hereby granted authority to direct the Trustee
           to invest Trust assets in one or more Investment Funds. The number
           and composition of Investment Funds may be changed from time to time,
           without the necessity of amending the Plan and Trust. The Trustee may
           establish reasonable limits on the number of Investment Funds as well
           as the acceptable assets for any such Investment Fund. Each of the
           Investment Funds may be comprised of any of the following:

           (a)  shares of a registered investment company, whether or not the
                Trustee or any of its affiliates is an advisor to, or other
                service provider to, such company;

           (b)  collective investment funds maintained by the Trustee, or any
                other fiduciary to the Plan, which are available for investment
                by trusts which are qualified under Code sections 401(a) and
                501(a);

           (c)  individual equity and fixed income securities which are readily
                tradable on the open market;

           (d)  synthetic guaranteed investment contracts and guaranteed
                investment contracts issued by an insurance company and/or
                synthetic guaranteed investment contracts and bank investment
                contracts issued by a bank; and

           (e)  interest bearing deposits (which may include interest bearing
                deposits of the Trustee).

           Any Investment Fund assets invested in a collective investment fund,
           shall be subject to all the provisions of the instruments
           establishing and governing such fund. These instruments, including
           any subsequent amendments, are incorporated herein by reference.

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                                       51

<PAGE>

     16.3  Authority to Hold Cash

           The Trustee shall have the authority to cause the investment manager
           of each Investment Fund to maintain sufficient deposit or money
           market type assets in each Investment Fund to handle the Investment
           Fund's liquidity and disbursement needs.

     16.4  Trustee to Act Upon Instructions

           The Trustee shall carry out instructions to invest assets in the
           Investment Funds as soon as practicable after such instructions are
           received from the Administrator, Participants or Beneficiaries. Such
           instructions shall remain in effect until changed by the
           Administrator, Participants or Beneficiaries.

     16.5  Administrator Has Right to Vote Registered Investment Company Shares

           The Administrator shall be entitled to vote proxies or exercise any
           shareholder rights relating to shares held on behalf of the Plan in a
           registered investment company. Notwithstanding, the authority to vote
           proxies and exercise shareholder rights related to such shares held
           in a Custom Fund is vested as provided otherwise in Section 16.

     16.6  Custom Fund Investment Management

           The Administrator may designate, with the consent of the Trustee, an
           investment manager for any Investment Fund established by the Trustee
           solely for Participants of the Plan and, subject to Section 16.7, any
           other qualified plan of the Company or a Related Company (a "Custom
           Fund"). The investment manager may be the Administrator, Trustee or
           an investment manager pursuant to ERISA section 3(38). The
           Administrator shall advise the Trustee in writing of the appointment
           of an investment manager and shall cause the investment manager to
           acknowledge to the Trustee in writing that the investment manager is
           a fiduciary to the Plan.

           A Custom Fund shall be subject to the following:

           (a)  Guidelines. Written guidelines, acceptable to the Trustee, shall
                be established for a Custom Fund. If a Custom Fund consists
                solely of collective investment funds or shares of a registered
                investment company (and sufficient deposit or money market type
                assets to handle the Custom Fund's liquidity and disbursement
                needs), its underlying instruments shall constitute the
                guidelines.

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                                       52

<PAGE>

           (b)  Authority of Investment Manager. The investment manager of a
                Custom Fund shall have the authority to vote or execute proxies,
                exercise shareholder rights, manage, acquire, and dispose of
                Trust assets.

           (c)  Custody and Trade Settlement. Unless otherwise agreed to by the
                Trustee, the Trustee shall maintain custody of all Custom Fund
                assets and be responsible for the settlement of all Custom Fund
                trades. For purposes of this Section, shares of a collective
                investment fund, shares of a registered investment company and
                synthetic guaranteed investment contracts and guaranteed
                investment contracts issued by an insurance company and/or
                synthetic guaranteed investment contracts and bank investment
                contracts issued by a bank, shall be regarded as the Custom Fund
                assets instead of the underlying assets of such instruments.

           (d)  Limited Liability of Co-Fiduciaries. Neither the Administrator
                nor the Trustee shall be obligated to invest or otherwise manage
                any Custom Fund assets for which the Trustee or Administrator is
                not the investment manager nor shall the Administrator or
                Trustee be liable for acts or omissions with regard to the
                investment of such assets except to the extent required by
                ERISA.

     16.7  Master Custom Fund

           The Trustee may establish, at the direction of the Administrator, a
           single Custom Fund (the "Master Custom Fund"), for the benefit of the
           Plan and any other qualified plan of the Company or a Related Company
           for which the Trustee acts as trustee pursuant to a plan and trust
           document that contains a provision substantially identical to this
           provision. The assets of the Plan, to the extent invested in the
           Master Custom Fund, shall consist only of that percentage of the
           assets of the Master Custom Fund represented by the shares held by
           the Plan.

     16.8  Authority to Segregate Assets

           The Administrator may direct the Trustee to split an Investment Fund
           into two or more funds in the event any assets in the Investment Fund
           are illiquid or the value is not readily determinable. In the event
           of such segregation, the Administrator shall give instructions to the
           Trustee on what value to use for the split-off assets, and the
           Trustee shall not be responsible for confirming such value.

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                                       53

<PAGE>

17   TRUST ADMINISTRATION
     --------------------

     17.1  Trustee to Construe Trust

           The Trustee shall have the discretionary authority to construe those
           provisions of the Plan and Trust which relate to the Trustee and to
           do all things necessary or convenient to the administration of the
           Trust, whether or not such powers are specifically set forth in the
           Plan and Trust. Actions taken in good faith by the Trustee shall be
           conclusive and binding on all interested parties, and shall be given
           the maximum possible deference allowed by law.

     17.2  Trustee To Act As Owner of Trust Assets

           Subject to the specific conditions and limitations set forth in the
           Plan and Trust, the Trustee shall have all the power, authority,
           rights and privileges of an absolute owner of the Trust assets and,
           not in limitation but in amplification of the foregoing, may:

           (a)  receive, hold, manage, invest and reinvest, sell, tender,
                exchange, dispose of, encumber, hypothecate, pledge, mortgage,
                lease, grant options respecting, repair, alter, insure, or
                distribute any and all property in the Trust;

           (b)  borrow money, participate in reorganizations, pay calls and
                assessments, vote or execute proxies, exercise subscription or
                conversion privileges, exercise options and register any
                securities in the Trust in the name of the nominee, in federal
                book entry form or in any other form as shall permit title
                thereto to pass by delivery;

           (c)  renew, extend the due date, compromise, arbitrate, adjust,
                settle, enforce or foreclose, by judicial proceedings or
                otherwise, or defend against the same, any obligations or claims
                in favor of or against the Trust; and

           (d)  lend, through a collective investment fund, any securities held
                in such collective investment fund to brokers, dealers or other
                borrowers and to permit such securities to be transferred into
                the name and custody and be voted by the borrower or others.

     17.3  United States Indicia of Ownership

           The Trustee shall not maintain the indicia of ownership of any Trust
           assets outside the jurisdiction of the United States, except as
           authorized under ERISA section 404(b).

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                                       54

<PAGE>

     17.4      Tax Withholding and Payment

               (a)  Withholding. The Trustee shall calculate and withhold
                    federal (and, if applicable, state) income taxes as required
                    by law if no election is made or the election is less than
                    the amount required by law. With regard to any taxable
                    distribution that is not an Eligible Rollover Distribution,
                    the Trustee shall calculate and withhold federal (and, if
                    applicable, state) income taxes in accordance with the
                    Participant's withholding election or as required by law if
                    no election is made.

               (b)  Taxes Due From Investment Funds. The Trustee shall pay from
                    the Investment Fund any taxes or assessments imposed by any
                    taxing or governmental authority on such Investment Fund or
                    its income, including related interest and penalties.

     17.5      Trust Accounting

               (a)  Annual Report. Within 90 days (or other reasonable period)
                    following the close of the Plan Year, the Trustee shall
                    provide the Administrator with an annual accounting of Trust
                    assets and information to assist the Administrator in
                    meeting ERISA's annual reporting and audit requirements.

               (b)  Periodic Reports. The Trustee shall maintain records and
                    provide sufficient reporting to allow the Administrator to
                    properly monitor the Trust's assets and activity.

               (c)  Administrator Approval. Approval of any Trustee accounting
                    shall automatically occur 90 days after such accounting has
                    been received by the Administrator, unless the Administrator
                    files a written objection with the Trustee within such time
                    period. Such approval shall be final as to all matters and
                    transactions stated or shown therein and binding upon the
                    Administrator.

     17.6      Valuation of Certain Assets

               If the Trustee determines the Trust holds any asset which is not
               readily tradable and listed on a national securities exchange
               registered under the Securities Exchange Act of 1934, as amended,
               the Trustee may engage a qualified independent appraiser to
               determine the fair market value of such property, and the
               appraisal fees shall be paid from the Investment Fund containing
               the asset.

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                                       55

<PAGE>

     17.7      Legal Counsel

               The Trustee may consult with legal counsel of its choice,
               including counsel for the Employer or counsel of the Trustee,
               upon any question or matter arising under the Plan and Trust.
               When relied upon by the Trustee, the opinion of such counsel
               shall be evidence that the Trustee has acted in good faith.

     17.8      Fees and Expenses

               The Trustee's fees for its services as Trustee shall be such as
               may be mutually agreed upon by the Company and the Trustee.
               Trustee fees and all reasonable expenses of counsel and advisors
               retained by the Trustee shall be paid in accordance with Section
               6.

     17.9      Trustee Duties and Limitations

               The Trustee's duties, unless otherwise agreed to by the Trustee,
               shall be confined to construing the terms of the Plan and Trust
               as they relate to the Trustee, receiving funds on behalf of and
               making payments from the Trust, safeguarding and valuing Trust
               assets, investing and reinvesting Trust assets in the Investment
               Funds as directed by the Administrator, Participants or
               Beneficiaries, and those duties as described in this Section 17.

               The Trustee shall have no duty or authority to ascertain whether
               Contributions are in compliance with the Plan, to enforce
               collection or to compute or verify the accuracy or adequacy of
               any amount to be paid to it by the Employer. The Trustee shall
               not be liable for the proper application of any part of the Trust
               with respect to any disbursement made at the direction of the
               Administrator.

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                                       56

<PAGE>

18   RIGHTS, PROTECTION, CONSTRUCTION AND JURISDICTION
     -------------------------------------------------

     18.1      Plan Does Not Affect Employment Rights

               The Plan does not provide any employment rights to any Employee.
               The Employer expressly reserves the right to discharge an
               Employee at any time, with or without cause, without regard to
               the effect such discharge would have upon the Employee's interest
               in the Plan.

     18.2      Compliance With USERRA

               Notwithstanding any provision of the Plan to the contrary,
               effective October 13, 1996, with regard to an Employee who after
               serving in the uniformed services is reemployed on or after
               December 12, 1994, within the time required by USERRA,
               contributions shall be made and benefits and service credit shall
               be provided under the Plan with respect to his or her qualified
               military service (as defined in Code section 414(u)(5)) in
               accordance with Code section 414(u). Furthermore, notwithstanding
               any provision of the Plan to the contrary, Participant loan
               payments may be suspended during a period of qualified military
               service.

     18.3      Limited Return of Contributions

               Except as provided in this Section 18.3, (i) Plan assets shall
               not revert to the Employer nor be diverted for any purpose other
               than the exclusive benefit of Participants and Beneficiaries and
               defraying reasonable expenses of administering the Plan; and (ii)
               a Participant's vested interest shall not be subject to
               divestment. As provided in ERISA section 403(c)(2), the actual
               amount of a Contribution or portion thereof made by the Employer
               (or the current value of such if a net loss has occurred) may
               revert to the Employer if:

               (a)  such Contribution or portion thereof is made by reason of a
                    mistake of fact;

               (b)  a determination with respect to the initial qualification of
                    the Plan under Code section 401(a) is not received and a
                    request for such determination is made within the time
                    prescribed under Code section 401(b) (the existence of and
                    Contributions under the Plan are hereby conditioned upon
                    such initial qualification); or

               (c)  such Contribution or portion thereof is not deductible under
                    Code section 404 (such Contributions are hereby conditioned
                    upon such deductibility) in the taxable year of the Employer
                    for which the Contribution is made.

               The reversion to the Employer must be made (if at all) within one
               year of the mistaken payment, the date of denial of
               qualification, or the date of disallowance

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                                       57

<PAGE>

               of deduction, as the case may be. A Participant shall have no
               rights under the Plan with respect to any such reversion.

     18.4      Assignment and Alienation

               As provided by Code section 401(a)(13) and to the extent not
               otherwise required by law, no benefit provided by the Plan may be
               anticipated, assigned or alienated, except:

               (a)  to create, assign or recognize a right to any benefit with
                    respect to a Participant pursuant to a QDRO; or

               (b)  to use a Participant's vested Account balance as security
                    for a loan from the Plan which is permitted pursuant to Code
                    section 4975.

     18.5      Facility of Payment

               If a Plan benefit is due to be paid to a minor or if the
               Administrator reasonably believes that any payee is legally
               incapable of giving a valid receipt and discharge for any payment
               due him or her, the Administrator shall have the payment of the
               benefit, or any part thereof, made to the person (or persons or
               institution) whom it reasonably believes is caring for or
               supporting the payee, unless it has received due notice of claim
               therefor from a duly appointed guardian or conservator of the
               payee. Any payment shall to the extent thereof, be a complete
               discharge of any liability under the Plan to the payee.

     18.6      Reallocation of Lost Participant's Accounts

               If the Administrator cannot locate a person entitled to payment
               of a Plan benefit after a reasonable search, the Administrator
               may at any time thereafter treat such person's Account as
               forfeited and use such amount to reduce future Contributions to
               be made by an Employer as soon as administratively feasible. If
               such person subsequently presents the Administrator with a valid
               claim for the benefit, such person shall be paid the amount
               treated as forfeited. The Administrator shall pay the amount
               through an additional amount contributed by the Employer.

     18.7      Suspension of Certain Plan Provisions During Conversion Period

               Notwithstanding any provision of the Plan to the contrary, during
               any Conversion Period, in accordance with procedures established
               by the Administrator and the Trustee, the Administrator may
               temporarily suspend, in whole or in part, certain provisions
               under the Plan, which may include, but are not limited to, a
               Participant's right to change his or her Contribution election, a
               Participant's right to change his or her investment election and
               a Participant's right to borrow or withdraw from his or her
               Account or obtain a distribution from his or her Account.

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                                       58

<PAGE>

     18.8      Suspension of Certain Plan Provisions During Other Periods

               Notwithstanding any provision of the Plan to the contrary, in
               accordance with procedures established by the Administrator and
               the Trustee, the Administrator may temporarily suspend a
               Participant's right to borrow or withdraw from his or her Account
               or obtain a distribution from his or her Account, if (i) the
               Administrator receives a domestic relations order and the
               Participant's Account is a source of the payment for such
               domestic relations order, or (ii) if the Administrator receives
               notice that a domestic relations order is being sought by the
               Participant, his or her spouse, former spouse, child or other
               dependent (as defined in Code section 152) and the Participant's
               Account is a source of the payment for such domestic relations
               order. Such suspension may continue for a reasonable period of
               time (as determined by the Administrator) which may include the
               period of time the Administrator, a court of competent
               jurisdiction or other appropriate person is determining whether
               the domestic relations order qualifies as a QDRO.

     18.9      Claims Procedure

               (a)  Right to Make Claim. An interested party who disagrees with
                    the Administrator's determination of his or her right to
                    Plan benefits must submit a written claim and exhaust this
                    claim procedure before legal recourse of any type is sought.
                    The claim must include the important issues the interested
                    party believes support the claim. The Administrator,
                    pursuant to the authority provided in the Plan, shall either
                    approve or deny the claim.

               (b)  Process for Denying a Claim. The Administrator's partial or
                    complete denial of an initial claim must include an
                    understandable, written response covering (1) the specific
                    reasons why the claim is being denied (with reference to the
                    pertinent Plan provisions) and (2) the steps necessary to
                    perfect the claim and obtain a final review.

               (c)  Appeal of Denial and Final Review. The interested party may
                    make a written appeal of the Administrator's initial
                    decision, and the Administrator shall respond in the same
                    manner and form as prescribed for denying a claim initially.

               (d)  Time Frame. The initial claim, its review, appeal and final
                    review shall be made in a timely fashion, subject to the
                    following time table:

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                                       59

<PAGE>

                                                                Days to Respond
                    Action                                      From Last Action
                    ------                                      ----------------

                    Administrator determines benefit                          NA
                    Interested party files initial request               60 days
                    Administrator's initial decision                     90 days
                    Interested party requests final review               60 days
                    Administrator's final decision                       60 days

                    However, the Administrator may take up to twice the maximum
                    response time for its initial and final review if it
                    provides an explanation within the normal period of why an
                    extension is needed and when its decision shall be
                    forthcoming.

     18.10     Construction

               Headings are included for reading convenience. The text shall
               control if any ambiguity or inconsistency exists between the
               headings and the text. The singular and plural shall be
               interchanged wherever appropriate. References to Participant
               shall include Alternate Payee and/or Beneficiary when appropriate
               and even if not otherwise already expressly stated.

     18.11     Jurisdiction and Severability

               The Plan and Trust shall be construed, regulated and administered
               under ERISA and other applicable federal laws and, where not
               otherwise preempted, by the laws of the State of Pennsylvania. If
               any provision of the Plan and Trust is or becomes invalid or
               otherwise unenforceable, that fact shall not affect the validity
               or enforceability of any other provision of the Plan and Trust.
               All provisions of the Plan and Trust shall be so construed as to
               render them valid and enforceable in accordance with their
               intent.

     18.12     Indemnification by Employer

               The Employers hereby agree to indemnify all Plan fiduciaries
               against any and all liabilities resulting from any action or
               inaction, (including a Plan termination in which the Company
               fails to apply for a favorable determination

               from the Internal Revenue Service with respect to the
               qualification of the Plan upon its termination), in relation to
               the Plan or Trust (i) including (without limitation) expenses
               reasonably incurred in the defense of any claim relating to the
               Plan or its assets, and amounts paid in any settlement relating
               to the Plan or its assets, but (ii) excluding liability resulting
               from actions or inactions made in bad faith, or resulting from
               the negligence or willful misconduct of the Trustee. The Company
               shall have the right, but not the obligation, to conduct the
               defense of any action to which this Section applies. The Plan
               fiduciaries are not entitled to indemnity from the Plan assets
               relating to any such action.

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                                       60

<PAGE>

19   AMENDMENT, MERGER, DIVESTITURES AND TERMINATION
     -----------------------------------------------

     19.1 Amendment

          The Company reserves the right to amend the Plan and Trust at any
          time, to any extent and in any manner it may deem necessary or
          appropriate. The Company (and not the Trustee) shall be responsible
          for adopting any amendments necessary to maintain the qualified status
          of the Plan and Trust under Code sections 401(a) and 501(a). If the
          Committee is acting as the Administrator in accordance with Section
          15.6, it shall have the authority to adopt Plan and Trust amendments
          which have no substantial adverse financial impact upon any Employer
          or the Plan. All interested parties shall be bound by any amendment,
          provided that no amendment shall:

          (a)  become effective unless it has been adopted in accordance with
               the procedures set forth in Section 19.5;

          (b)  except to the extent permissible under ERISA and the Code, make
               it possible for any portion of the Trust assets to revert to an
               Employer or to be used for, or diverted to, any purpose other
               than for the exclusive benefit of Participants and Beneficiaries
               entitled to Plan benefits and to defray reasonable expenses of
               administering the Plan;

          (c)  decrease the rights of any Participant to benefits accrued
               (including the elimination of optional forms of benefits) to the
               date on which the amendment is adopted, or if later, the date
               upon which the amendment becomes effective, except to the extent
               permitted under ERISA and the Code; nor

          (d)  permit a Participant to be paid any portion of his or her Account
               subject to the distribution rules of Code section 401(k) unless
               the payment would otherwise be permitted under Code section
               401(k).

     19.2 Merger

          The Plan and Trust may not be merged or consolidated with, nor may its
          assets or liabilities be transferred to, another plan unless each
          Participant and Beneficiary would, if the resulting plan were then
          terminated, receive a benefit just after the merger, consolidation or
          transfer which is at least equal to the benefit which would be
          received if either plan had terminated just before such event.

     19.3 Divestitures

          In the event of a sale by an Employer which is a corporation of: (i)
          substantially all of the Employer's assets used in a trade or business
          to an unrelated

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                                       61

<PAGE>

          corporation, or (ii) a sale of such Employer's interest in a
          subsidiary to an unrelated entity or individual, lump sum
          distributions shall be permitted from the Plan, except as provided
          below, to Participants with respect to Employees who continue
          employment with the corporation acquiring such assets or who continue
          employment with such subsidiary, as applicable.

          Notwithstanding, distributions shall not be permitted if the purchaser
          agrees, in connection with the sale, to be substituted as the Company
          as the sponsor of the Plan or to accept a transfer in a transaction
          subject to Code section 414(l)(1) of the assets and liabilities
          representing the Participants' benefits into a plan of the purchaser
          or a plan to be established by the purchaser.

     19.4 Plan Termination and Complete Discontinuance of Contributions

          The Company may, at any time and for any reason, terminate the Plan in
          accordance with the procedures set forth in Section 19.5, or
          completely discontinue contributions. Upon either of these events, or
          in the event of a partial termination of the Plan within the meaning
          of Code section 411(d)(3), the Accounts of each affected Participant
          shall be fully vested.

          In the event of the Plan's termination, if no successor plan is
          established or maintained, lump sum distributions shall be made in
          accordance with the terms of the Plan as in effect at the time of the
          Plan's termination or as thereafter amended, provided that a
          post-termination amendment shall not be effective to the extent that
          it violates Section 19.1 unless it is required in order to maintain
          the qualified status of the Plan upon its termination. The Trustee's
          and Employer's authority shall continue beyond the Plan's termination
          date until all Trust assets have been liquidated and distributed.

     19.5 Amendment and Termination Procedures

          The following procedural requirements shall govern the adoption of any
          amendment or termination (a "Change") of the Plan and Trust:

          (a)  The Company may adopt any Change by action of its board of
               directors in accordance with its normal procedures.

          (b)  The Committee, if acting as Administrator in accordance with
               Section 15.6, may adopt any Change within the scope of its
               authority provided under Section 19.1 and in the manner specified
               in Section 15.7(a).

          (c)  Any Change must be (1) set forth in writing, and (2) signed and
               dated by an executive officer of the Company or, in the case of a
               Change adopted by the Committee, at least one of its members.

          (d)  If the effective date of any Change is not specified in the
               document

________________________________________________________________________________
                                       62

<PAGE>

               setting forth the Change, it shall be effective as of the date it
               is signed by the last person whose signature is required under
               clause (2) above, except to the extent that another effective
               date is necessary to maintain the qualified status of the Plan
               and Trust under Code sections 401(a) and 501(a).

          (e)  No Change shall become effective until it is accepted and signed
               by the Trustee (which acceptance shall not unreasonably be
               withheld).

     19.6 Termination of Employer's Participation

          Any Employer may, at any time and for any reason, terminate its Plan
          participation by action of its board of directors in accordance with
          its normal procedures. Written notice of such action shall be signed
          and dated by an executive officer of the Employer and delivered to the
          Company. If the effective date of such action is not specified, it
          shall be effective on, or as soon as reasonably practicable after, the
          date of delivery. Upon the Employer's request, the Company may
          instruct the Trustee and Administrator to spin off all affected
          Accounts and underlying assets into a separate qualified plan under
          which the Employer shall assume the powers and duties of the Company.
          Alternatively, the Company may continue to maintain the Accounts under
          the Plan.

     19.7 Replacement of the Trustee

          The Trustee may resign as Trustee under the Plan and Trust or may be
          removed by the Company at any time upon at least 90 days written
          notice (or less if agreed to by both parties). In such event, the
          Company shall appoint a successor trustee by the end of the notice
          period. The successor trustee shall then succeed to all the powers and
          duties of the Trustee under the Plan and Trust. If no successor
          trustee has been named by the end of the notice period, the Company's
          chief executive officer shall become the trustee, or if he or she
          declines, the Trustee may petition the court for the appointment of a
          successor trustee.

     19.8 Final Settlement and Accounting of Trustee

          (a)  Final Settlement. As soon as administratively feasible after its
               resignation or removal as Trustee, the Trustee shall transfer to
               the successor trustee all property currently held by the Trust.
               However, the Trustee is authorized to reserve such sum of money
               as it may deem advisable for payment of its accounts and expenses
               in connectionwith the settlement of its accounts or other fees or
               expenses payable by the Trust. Any balance remaining after
               payment of such fees and expenses shall be paid to the successor
               trustee.

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                                       63

<PAGE>

          (b)  Final Accounting. The Trustee shall provide a final accounting to
               the Administrator within 90 days of the date Trust assets are
               transferred to the successor trustee.

          (c)  Administrator Approval. Approval of the final accounting shall
               automatically occur 90 days after such accounting has been
               received by the Administrator, unless the Administrator files a
               written objection with the Trustee within such time period. Such
               approval shall be final as to all matters and transactions stated
               or shown therein and binding upon the Administrator.

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                                       64

<PAGE>

                          APPENDIX A - INVESTMENT FUNDS

I.   Investment Funds Available

     The Investment Funds offered under the Plan as of the Effective Date
     include this set of daily valued funds:

                                      Funds
                                      -----

                        Vanguard Prime Money Market Fund
                        Vanguard Retirement Savings Trust
                        Vanguard Total Bond Market Index Fund
                        Vanguard Asset Allocation Fund
                        Vanguard 500 Index fund
                        Vanguard PRIMECAP Fund
                        Vanguard Growth and Income Fund
                        Vanguard Mid-Cap Index Fund
                        Vanguard Windsor Fund
                        VanKampen Emerging Growth Fund
                        RS Emerging Growth Fund
                        Janus Overseas Fund
                        Janus Twenty Fund

II.  Default Investment Fund

     The default Investment Fund as of the Effective Date is the Vanguard Prime
     Money Market Fund.

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                                       65

<PAGE>

                 APPENDIX B - PAYMENT OF PLAN FEES AND EXPENSES

As of the Effective Date, payment of Plan fees and expenses shall be as follows:

I.   Investment Management Fees: These are paid by Participants in that
     management fees reduce the investment return reported and credited to
     Participants.

II.  Recordkeeping Fees: These are paid by Participants and are assessed monthly
     and billed/collected from Accounts quarterly.

III. Additional Fees Paid by Participants: Audit Fees, periodic RFI expenses,
     Plan related legal and consulting fees, and other expenses necessary for
     plan administration shall be added to the recordkeeping fees and assessed
     against Participants' Accounts, per 2) above. Estimates of the fees shall
     be determined and reconciled, at least annually.

IV.  Additional Fees Paid by Employer: All other Plan related fees and expenses
     shall be paid by the Employer. To the extent that the Administrator later
     elects that any such fees shall be borne by Participants, the fees shall be
     added to the recordkeeping fees and assessed against Participants'
     Accounts, per 2) above and estimates of the fees shall be determined and
     reconciled, at least annually.

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                                       66

<PAGE>

                         APPENDIX C - LOAN INTEREST RATE

Effective January 1, 1998, the interest rate charged on Participant loans shall
be equal to the U.S. Treasury rate for a note of the same maturity, plus 1%.

Effective January 1, 1999, the interest rate charged on Participant loans shall
be equal to the prime rate published in The Wall Street Journal at the time the
loan is processed, plus 1%. If multiple prime rates are published in The Wall
Street Journal, the prime rate selected shall be the rate closest to the last
prime rate used for this purpose.

The rate may be determined once for all loans made in a month, and the maturity
may be determined to the nearest year.

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                                       67

<PAGE>

                                  Amendment No.
                                     to the
        Jacobs Engineering Group Inc. 401(k) Plus Savings Plan and Trust

          WHEREAS, Jacobs Engineering Group Inc. (the "Company"){, (formerly
known as PRIOR CO NAME)}, approved and adopted the {PRIOR NAME as renamed
effective CUT OVER DATE the} Jacobs Engineering Group Inc. 401(k) Plus Savings
Plan (the "Plan") and Trust Agreement (the "Trust") which were originally
effective January 1, 1998 {and most recently restated effective CUT OVER DATE}{,
most recently restated effective CUT OVER DATE, and subsequently amended};

          WHEREAS, Section 19.1 of the Plan and Trust provides that the Company
reserves the right to amend the Plan and Trust;

          NOW THEREFORE RESOLVED, {that Section{s} {#s} {is} {are }amended
effective {date}{,} {and} Section{s} {#s} {is} {are }amended effective {date}
and Section{s} {is} {are }amended effective {date}}{ that the Plan is amended
effective {date}} as follows:

                          [insert amended provision(s)]


Date: ____________________ ,20__            Jacobs Engineering Group Inc.

                                            By:

Title:

The provisions of the above amendment which relate to the Trustee are hereby
approved and executed.

Date: ____________________ ,20__            Vanguard Fiduciary Trust Company

                                            By:

                                                 Title: