<PAGE>
                                                                     EXHIBIT 4.4


                  MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
            FLEXINVEST(R)-PLUS PROTOTYPE PROFIT-SHARING/401(K) PLAN


<TABLE>
<S>               <C>
PART I            DEFINITIONS
PART II           CREDITING SERVICE
PART III          ELIGIBILITY AND PARTICIPATION
PART IV           CONTRIBUTIONS
PART V            LIMITATION ON ALLOCATIONS
PART VI           PLAN INVESTMENT - CONTRACT
PART VII          PLAN INVESTMENT - POLICIES
PART VIII         PARTICIPANT'S ACCOUNT
PART IX           VESTING
PART X            IN-SERVICE WITHDRAWALS
PART XI           PARTICIPANT LOANS
PART XII          TERMINATION OF EMPLOYMENT
PART XIII         FORFEITURES
PART XIV          RETIREMENT BENEFITS
PART XV           DEATH BENEFITS
PART XVI          TOP-HEAVY REQUIREMENTS
PART XVII         INSURANCE COMPANY
PART XVIII        AMENDMENT, TERMINATION, MERGER, ETC. OF PLAN
PART XIX          ADMINISTRATION OF PLAN
PART XX           MISCELLANEOUS
PART XXI          TRANSITIONAL RULE-RETIREMENT DISTRIBUTIONS
PART XXII         TRANSITIONAL RULE-SURVIVOR ANNUITIES
</TABLE>




(C)Copyright 1996 by Massachusetts Mutual Life Insurance Company.
All Rights Reserved. No reproduction of provisions in this document are
permitted without the express written consent of Massachusetts Mutual Life
Insurance Company, Springfield, Massachusetts 01111-0001.


Dated 12/96


<PAGE>


               MASSACHUSETTS MUTUAL FLEXINVEST(R)-PLUS PROTOTYPE
                           PROFIT-SHARING/401(K) PLAN

                               Table of Contents


<TABLE>
<CAPTION>
INTRODUCTION                                                                                              PAGE

<S>                                                                                                       <C>
           Prototype Profit-Sharing 401(k) Plan and Adoption Agreement                                     1
           Purpose of Plan                                                                                 1


PART I - DEFINITIONS

           1.1             Administrator                                                                   2
           1.2             Anniversary Date                                                                2
           1.3             Annual Additions                                                                2
           1.4             Automatic Joint and Survivor Annuity                                            2
           1.5             Beneficiary                                                                     3
           1.6             Benefiting                                                                      3
           1.7             Business Day                                                                    3
           1.8             Code                                                                            3
           1.9             Company                                                                         3
           1.10            Company Matching Contributions                                                  3
           1.11            Company Profit-Sharing Contributions                                            3
           1.12            Company Qualified Matching Contributions                                        3
           1.13            Company Qualified Nonelective Contributions                                     3
           1.14            Compensation                                                                    4
           1.15            Contract                                                                        6
           1.16            Deferred Salary Agreement                                                       6
           1.17            Direct Rollover                                                                 6
           1.18            Effective Date                                                                  6
           1.19            Election Period                                                                 6
           1.20            Elective Deferrals                                                              6
           1.21            Eligible Retirement Plan                                                        6
           1.22            Eligible Rollover Distribution                                                  7
           1.23            Employee                                                                        7
           1.24            Employer                                                                        7
           1.25            Entry Date                                                                      7
           1.26            Excess Aggregate Contributions                                                  7
           1.27            Excess Annual Additions                                                         8
           1.28            Excess Contributions                                                            8
           1.29            Excess Deferrals                                                                8
           1.30            Highly Compensated Employee                                                     8
           1.31            Hour of Service                                                                10
           1.32            Insurance Company                                                              11
           1.33            Leased Employee                                                                11
           1.34            Limitation Year                                                                11
</TABLE>


<PAGE>


<TABLE>
<S>                                                                                                       <C>
           1.35            Maximum Permissible Amount                                                     12
           1.36            One-Year Break in Service                                                      12
           1.37            Participant                                                                    12
           1.38            Participant Matched Contributions                                              12
           1.39            Participant Nondeductible Voluntary Contributions                              12
           1.40            Plan                                                                           13
           1.41            Plan Year                                                                      13
           1.42            Policy                                                                         13
           1.43            Prototype Plan                                                                 13
           1.44            Qualified Election                                                             13
           1.45            Spouse                                                                         13
           1.46            Straight Life Annuity                                                          13
           1.47            Termination of Employment                                                      14
           1.48            Valuation Date                                                                 14
           1.49            Year of Service                                                                14


PART II - CREDITING SERVICE

           2.1             General Method of Crediting Service                                            14
           2.2             Equivalency Methods Based Upon Periods
                             of Employment                                                                14
           2.3             One Method of Crediting Service
                             for All Employees                                                            14
           2.4             Service With a Predecessor Employer                                            14


PART III - ELIGIBILITY AND PARTICIPATION

           3.1             Eligibility                                                                    15
           3.2             Eligibility Computation Period                                                 15
           3.3             Break in Service/Return to Service                                             15
           3.4             Notification of Eligible Employees                                             16
           3.5             Conditions of Continued Participation                                          16


PART IV - CONTRIBUTIONS

           4.1             Contributions to the Plan                                                      16
           4.2             Limitations on Elective Deferrals                                              17
           4.3             Excess Contributions                                                           20
           4.4             Limitations on Company and Participant
                             Contributions                                                                21
           4.5             Excess Aggregate Contributions                                                 23
           4.6             Multiple Use of Alternative Test                                               25
           4.7             Permitted Disparity                                                            25
           4.8             Collection of Participant Contributions                                        26
</TABLE>


                                       ii
<PAGE>


<TABLE>
<S>                                                                                                       <C>
           4.9             Company Contributions - Timing                                                 26
           4.10            Company Contributions - Profits                                                27
           4.11            Return of Company Contributions                                                27
           4.12            Rollover Contributions                                                         27
           4.13            Transfers of Amounts From Other Plans                                          28
           4.14            Participant Deductible
                             Voluntary Contributions                                                      28
           4.15            Additional Requirements for Owner-Employees                                    28


PART V - LIMITATION ON ALLOCATIONS

           5.1             Maximum Permissible Amount                                                     29
           5.2             Estimate of Maximum                                                            29
           5.3             Reconciliation                                                                 30
           5.4             Excess Annual Additions                                                        30
           5.5             If Company Maintains Other
                             Defined Contribution Plans                                                   31
           5.6             If Company Maintains Other Plans                                               32
           5.7             Controlled Group of Employers, Etc.                                            32
           5.8             Definitions                                                                    32


PART VI - PLAN INVESTMENT - CONTRACT

           6.1             Funding Policy                                                                 34
           6.2             Contract                                                                       35
           6.3             Insurance Company's Authority
                             to Direct Investments                                                        35
           6.4             Participant-Directed Investments                                               36
           6.5             Combining Assets of More Than One Plan
                             in a Single Contract                                                         36


PART VII - PLAN INVESTMENT - POLICIES

           7.1             Request of Participant                                                         37
           7.2             Limitations on Purchase                                                        37
           7.3             Company is Owner                                                               37
           7.4             Premium Payments                                                               37
           7.5             Dividends                                                                      37
           7.6             Distribution of Policies                                                       38
           7.7             Change in Amount of Insurance                                                  38
           7.8             Policies upon Termination of Employment                                        38
</TABLE>


                                      iii
<PAGE>


<TABLE>
<S>                                                                                                       <C>
PART VIII - PARTICIPANT'S ACCOUNTS

           8.1             Participant's Account                                                          38
           8.2             Valuation of Accounts                                                          39


PART IX - VESTING

           9.1             Full Vesting in Certain Separate Accounts                                      40
           9.2             Vesting in Participant's Accounts
                             Attributable to Company Matching
                             and Profit-Sharing Contributions                                             40
           9.3             Vesting Years of Service/Breaks in Service                                     41


PART X - IN-SERVICE WITHDRAWALS

           10.1            In General                                                                     41
           10.2            Sequence and Conditions for Withdrawal                                         41
           10.3            Financial Hardship                                                             42
           10.4            No Forfeiture of Participant's Account
                             Attributable to Participant Contributions                                    43


PART XI - PARTICIPANT LOANS

           11.1            In General                                                                     43
           11.2            Application for Loans                                                          44
           11.3            Amount of Loan                                                                 44
           11.4            Interest Rate                                                                  45
           11.5            Repayments                                                                     45
           11.6            Default and/or Acceleration                                                    45


PART XII - TERMINATION OF EMPLOYMENT

           12.1            Notice of Termination of Employment                                            46
           12.2            Amount of Participant's Benefit                                                46
           12.3            Participant's Election of a Form of Benefit                                    46
           12.4            Forfeiture of Nonvested Portion of
                             Participant's Account                                                        47
           12.5            Repayment                                                                      48


PART XIII - FORFEITURES

           13.1            Occurrence of Forfeiture                                                       49
           13.2            Application of Forfeitures                                                     49
</TABLE>


                                       iv
<PAGE>


<TABLE>
<S>                                                                                                       <C>
PART XIV - RETIREMENT BENEFITS

           14.1            Normal Form of Retirement Benefit                                              49
           14.2            Optional Forms of Benefit                                                      50
           14.3            Special Rule                                                                   50
           14.4            Waiver of Thirty-Day Period for Consent                                        50
           14.5            Amount of Retirement Benefit                                                   51
           14.6            Participant Election of a Retirement Date                                      51
           14.7            Participant's Right to Defer Retirement                                        51
           14.8            Distribution of Retirement Benefits                                            52
           14.9            Minimum Amounts to be Distributed from
                             Participant Account                                                          53


PART XV - DEATH BENEFITS

           15.1            Preretirement Death of a Participant                                           53
           15.2            Preretirement Survivor Annuity                                                 55
           15.3            Post-retirement Death of a Participant                                         55
           15.4            Designation of a Beneficiary                                                   56


PART XVI - TOP-HEAVY REQUIREMENTS

           16.1            In General                                                                     56
           16.2            Minimum Contribution Under a Top-Heavy Plan                                    56
           16.3            Nonforfeitability of Minimum Contribution                                      57
           16.4            Top-Heavy Vesting                                                              57
           16.5            Top-Heavy Definitions                                                          57


PART XVII - INSURANCE COMPANY

           17.1            Not a Party                                                                    60
           17.2            Not Responsible for the Acts of
                             the Company or Administrator                                                 60
           17.3            Reliance on Signatures                                                         60
           17.4            Acquittance                                                                    60
           17.5            Duties of the Insurance Company                                                60
           17.6            Plan Controls                                                                  61


PART XVIII - AMENDMENT, TERMINATION, MERGER, ETC. OF PLAN

           18.1            Permanency                                                                     61
           18.2            Amendment by Insurance Company                                                 61
           18.3            Permissible Amendments by Company                                              61
           18.4            Restrictions on Amendments                                                     62
</TABLE>


                                       v
<PAGE>


<TABLE>
<S>                                                                                                       <C>
           18.5            Termination of Plan                                                            62
           18.6            Full Vesting Upon Termination                                                  63
           18.7            Merger, Consolidation or
                             Transfer of Plan Assets                                                      63


PART XIX- ADMINISTRATION OF PLAN

           19.1            Appointment of Administrator                                                   64
           19.2            Administrator's Powers and Duties                                              64
           19.3            Delegation of Administrative
                              Responsibilities                                                            65
           19.4            Bonding                                                                        66
           19.5            Fiduciary Liability Insurance
                             and Indemnification                                                          66
           19.6            Compensation of Administrator                                                  66
           19.7            Service of Legal Process                                                       66
           19.8            Company Census Report                                                          66
           19.9            Information About Plan                                                         66
           19.10           Information About Participants
                             and Beneficiaries                                                            67
           19.11           Claim for Benefits                                                             67
           19.12           Claims Review Procedure                                                        67
           19.13           Missing Participants or Beneficiaries                                          68


PART XX - MISCELLANEOUS

           20.1            Assignment or Alienation                                                       68
           20.2            Responsibility for Qualification of Plan                                       68
           20.3            Original Document                                                              69
           20.4            State Law                                                                      69
           20.5            Not an Employment Contract                                                     69
           20.6            Word Usage                                                                     69
           20.7            Interpretation of Plan                                                         69
           20.8            Headings                                                                       69


PART XXI - TRANSITIONAL RULE - RETIREMENT DISTRIBUTIONS                                                   70


PART XXII - TRANSITIONAL RULE - SURVIVOR ANNUITIES                                                        72
</TABLE>


                                       vi
<PAGE>


                               ADOPTION AGREEMENT


A.       Plan Name
B.       Contract
C.       Dates
D.       Eligibility Requirements
E.       Compensation
F.       Retirement
G.       Elective Deferrals
H.       Company Qualified Nonelective Contributions
I.       Company Matching and Company Qualified
            Matching Contributions
J.       Participant Contributions
K.       Company Profit-Sharing Contributions
L.       Forfeitures
M.       Investment Allocation And Profit Requirement
N.       Policies
O.       In-Service Withdrawals
P.       Loans
Q.       Special Top-Heavy Elections
R.       Vesting
S.       Termination of Employment
T.       Limitation on Allocating Contributions
U.       Present Value of Accrued Benefits
V.       Adoption Conditional Upon IRS Approval


                                      vii
<PAGE>


                  Massachusetts Mutual Life Insurance Company

                  FLEXINVEST(R)PROTOTYPE PROFIT-SHARING/401(k)
                                      PLAN
                    Established Under Revenue Procedure 89-9
     IRS Serial No. D265755a (Standardized) and D365756a (Non-standardized)

Massachusetts Mutual Life Insurance Company of Springfield, Massachusetts
(MassMutual) has prepared this Profit-Sharing/401(k) Plan for Employers
interested in providing retirement benefits for their Employees. Any Company
may adopt this Plan, provided that it executes an agreement, hereinafter
referred to as the Adoption Agreement, delivers a copy of the executed Adoption
Agreement to MassMutual and agrees to conform to and abide by all of the terms
and provisions of this Plan. The Company must also apply for and have issued to
it a group annuity contract to fund the Plan and to provide benefits under the
Plan. The Company may also apply for and have issued to it individual life
insurance Policies.

MassMutual has received a favorable Opinion Letter for this Prototype plan from
the Internal Revenue Service in accordance with Revenue Procedure 89-9. A copy
of that Opinion Letter is contained in the Adoption Agreement. MassMutual
strongly suggests that the Company adopting the non-standardized Plan file with
the appropriate Internal Revenue Service Key District Office for a
Determination Letter. If the Company adopting the standardized Plan maintains
or later adopts another Plan in addition to this Plan, MassMutual strongly
suggests that the adopting Company file with the appropriate Internal Revenue
Service Key District Office for a Determination Letter.

                                PURPOSE OF PLAN

The Company establishes this Plan to provide funds for its Employees'
retirement and to provide funds for their Beneficiaries in the event of death.
The benefits provided in this Plan shall be paid from a Group Annuity Contract
and individual life insurance policies issued to the Company. The Plan is
established and shall be maintained for the exclusive benefit of eligible
Employees and their Beneficiaries. If the Company adopts this Plan as an
amendment to an existing plan, the existing plan shall be superseded by this
Plan.

This Plan and any related documents are instruments having IMPORTANT FINANCIAL,
LEGAL AND TAX IMPLICATIONS. Neither MassMutual nor its representatives can give
assurances that the adoption of this Plan shall create a qualified Plan for a
particular Company. Each Company must assume responsibility for the tax or
legal aspects pertaining to its Plan. EACH COMPANY SHOULD CONSULT ITS OWN
ATTORNEY FOR LEGAL ADVICE.

References to Parts and to numbered Paragraphs relate to the Plan document and
those made to Sections relate to the Adoption Agreement.


                                       1
<PAGE>


                              PART I - DEFINITIONS


1.1      ADMINISTRATOR - The person or persons designated by the Company in
         accordance with Paragraph 19.1 to manage the Plan. If no person is
         appointed, the Administrator shall be the Company.

1.2      ANNIVERSARY DATE - The first day of each Plan Year designated in
         Section (C) by the Company.

1.3      ANNUAL ADDITIONS - The sum of the following amounts credited to a
         Participant's Account for the Limitation Year:

         (a)      Company contributions,

         (b)      Participant contributions,

         (c)      Forfeitures,

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

         (e)      Allocations under a simplified employee pension plan.

         For this purpose, any Excess Annual Additions applied under Paragraphs
         5.4 or 5.5 in the Limitation Year to reduce Company contributions
         shall be considered Annual Additions for such Limitation Year.

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

1.4      AUTOMATIC JOINT AND SURVIVOR ANNUITY - An immediate annuity for the
         life of the Participant with a survivor annuity for the life of the
         Participant's Spouse which is not less than 50 percent and not more
         than 100 percent of the amount of the annuity which is payable during
         the joint lives of the Participant and his Spouse, and which is the
         amount of benefit which can be purchased with the Participant's vested
         account balance. The percentage of the survivor annuity under the Plan
         shall be 50 percent unless a different percentage is elected by a
         Participant.


                                       2
<PAGE>


1.5      BENEFICIARY - The person or persons designated under Paragraph 15.4 in
         accordance with Code Section 401(a)(9) (and the Regulations
         thereunder), to receive any benefits under the Plan on account of the
         death of the Participant. If any Policy is issued hereunder on the
         life of a Participant, the Beneficiary thereunder shall be designated
         separately under such Policy.

1.6      BENEFITING - A Participant is treated as benefiting under the Plan for
         any Plan Year during which the Participant received or is deemed to
         receive an allocation in accordance with Code Section 1.410(b)-3(a).

1.7      BUSINESS DAY- A day on which the New York Stock Exchange is open for
         business.

1.8      CODE - The Internal Revenue Code of 1986, as amended.

1.9      COMPANY - The employer adopting this Plan.

1.10     COMPANY MATCHING CONTRIBUTIONS - If elected in Section (I), the
         Company may contribute money to match the Participant's Elective
         Deferrals and/or Participant Matched Contributions. The amount of the
         contribution shall be determined in accordance with the formula
         elected in Section (I).

1.11     COMPANY PROFIT-SHARING CONTRIBUTIONS - If elected in Section (K), the
         Company may make an extra contribution to the Plan. The amount of the
         contribution is determined at the sole discretion of the Company. The
         Administrator shall allocate Company Profit-Sharing Contributions to
         Participants' Accounts in accordance with the allocation formula
         elected in Section (K). Company Profit-Sharing Contributions shall be
         allocated to the Account of each Participant who has completed the
         requirements elected in Section (K). In the case of a Participant
         whose Entry Date is other than the first day of the Plan Year, all
         Hours of Service during the Plan Year in which participation commenced
         (or recommenced), including Hours of Service credited to a Participant
         prior to his Entry Date, shall be taken into account when determining
         whether or not the Participant has met the Hours of Service
         requirement during the Plan Year.

1.12     COMPANY QUALIFIED MATCHING CONTRIBUTIONS - If elected in Section (I),
         the Company may contribute money to match the Participant's Elective
         Deferrals and/or Participant Matched Contributions. These
         contributions are subject to the distribution and nonforfeitability
         requirements under Code Section 401(k) when made. The amount of the
         contribution shall be determined in accordance with the formula
         elected in Section (I).

1.13     COMPANY QUALIFIED NONELECTIVE CONTRIBUTIONS - If elected in Section
         (H), the Company may elect to make an extra annual contribution to the
         Plan. These contributions are nonforfeitable when made; and are
         distributable only in accordance with the distribution provisions of
         Code Section 401(k).


                                       3
<PAGE>


         In addition, in accordance with Paragraphs 4.3(a) and 4.5(a), a
         Company may make Qualified Nonelective Contributions on behalf of
         non-Highly Compensated Employees that are sufficient to satisfy either
         the Actual Deferral Percentage test or the Actual Contribution
         Percentage test, or both, pursuant to Regulations under the Code.

1.14     COMPENSATION - As elected by the Company in Section (E), for all
         purposes of this Plan other than Part V, Limitation on Allocations,
         Compensation shall mean all of each Participant's:

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

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

         (c) CODE SECTION 415 SAFE-HARBOR COMPENSATION UNDER IRS REG.
         SS. 415-2(D)(10). Compensation is defined as wages, salaries, and fees
         for professional services and other amounts received (without regard
         to whether or not an amount is paid in cash) for personal services
         actually rendered in the course of employment with the Company to the
         extent that the amounts are includible in gross income (including, but
         not limited to, commissions paid to salesmen, compensation for
         services on the basis of a percentage of profits, commissions on
         insurance premiums, tips, bonuses, fringe benefits, and reimbursements
         and expense allowances under a nonaccountable plan as described in IRS
         Reg. ss.1.62-2(c)), and excluding all other amounts including the
         following: (1) Company contributions to a plan of deferred
         compensation which are not includible in the Employee's gross income
         for the taxable year in which contributed, or Company contributions
         under a simplified Employee pension plan to the extent such
         contributions are deductible by the Employee, or any distributions
         from a plan or deferred compensation; (2) Amounts realized from the
         exercise of a non-qualified stock option, or when restricted stock (or
         property) held by the Employee either becomes freely transferable or
         is no longer subject to a substantial risk of forfeiture; (3) Amounts
         realized from the sale, exchange or other disposition of stock
         acquired under a qualified stock option; and (4) Other amounts which
         received special tax benefits, or contributions made by the Company
         (whether or not under a salary reduction agreement) towards the
         purchase of an annuity contract


                                       4
<PAGE>


         described in Code Section 403(b) (whether or not the contributions are
         actually excludable from the gross income of the Employee).

         (d) TOTAL COMPENSATION AS DEFINED UNDER IRS REG. SS. 1.415-2(D)(1) AND
         (2). Compensation is defined as immediately above in Subparagraph
         1.14(c), but also including the following: (1) In the case of a
         Participant who is an Employee within the meaning of Code Section
         401(c)(1) and the regulations thereunder, the Participant's earned
         income (as described in Code Section 401(c)(2) and the regulations
         thereunder). (2) Amounts described in Code Sections 104(a)(3), 105(a)
         and 105(h), but only to the extent that these amounts are includible
         in the gross income of the Employee. (3) Amounts paid or reimbursed by
         the Company for moving expenses incurred by an Employee, but only to
         the extent that these amounts are not deductible by the Employee under
         Code Section 217. (4) The value of a non-qualified stock option
         granted to an Employee by the Company, but only to the extent that the
         value of the option is includible in the gross income of the Employee
         for the taxable year in which granted. (5) The amount includible in
         the gross income of an Employee upon making the election described in
         Code Section 83(b).

         The Compensation of each Participant taken into account annually for
         determining all benefits provided under the Plan for any Plan Year
         shall not exceed $150,000, as adjusted for increases in the
         cost-of-living in accordance with Code Section 401(a)(17)(B). The
         cost-of-living adjustment in effect for a calendar year applies to the
         plan year beginning in such calendar year. If a plan year consists of
         fewer than 12 months, the Compensation limit is an amount equal to the
         otherwise applicable annual compensation limit multiplied by a
         fraction, the numerator of which is the number of months in the short
         plan year, and the denominator of which is 12.

         In determining the Compensation of a Participant for purposes of this
         limitation, the rules of Code Section 414(q)(6) shall apply, except in
         applying such rules, the term "family" shall include only the Spouse
         of the Participant and any lineal descendants of the Participant who
         have not attained age 19 before the close of the year. If, as a result
         of the application of such rules, the adjusted $150,000 limitation is
         exceeded, then (except for the purposes of determining the portion of
         Compensation up to the integration level if this Plan provides for
         permitted disparity), the limitation shall be prorated among the
         affected individuals in proportion to each such individual's
         Compensation as determined under this Paragraph prior to the
         application of this limitation.

         For any self-employed individual covered under the Plan, Compensation
         shall mean earned income. Earned income means the net earnings from
         self-employment in the trade or business with respect to which the
         Plan is established, for which personal services of the individual are
         a material income-producing factor. Net earnings shall be determined
         without regard to items not included in gross income and the
         deductions allocable to such items. Net earnings are reduced by
         contributions by the Company to a qualified plan to the extent
         deductible under Code Section 404. Net earnings shall be determined
         with regard to the deduction allowed to the Company by Code Section
         164(f) for taxable years beginning after December 31, 1989.


                                       5
<PAGE>


1.15     CONTRACT - The group annuity contract issued by the Insurance Company
         to the Company or as specified in Section (B).

1.16     DEFERRED SALARY AGREEMENT - The agreement entered into by a
         Participant with the Company to reduce his Compensation pursuant to
         Paragraph 1.20. Any Deferred Salary Agreement or other deferral
         mechanism cannot be adopted retroactively.

1.17     DIRECT ROLLOVER - A direct rollover is a payment by the plan to the
         eligible retirement plan specified by the distributee.

1.18     EFFECTIVE DATE - The date elected in Section (C) as the first day of
         the first Plan Year.

1.19     ELECTION PERIOD - The period during which a Participant may waive the
         Preretirement Survivor Annuity under Paragraph 15.2. If Paragraph 14.3
         is operative, this period begins on the first day of the Plan Year in
         which the Participant attains age 35 and ends on the date of the
         Participant's death. If a Participant separates from service prior to
         the first day of the Plan Year in which age 35 is attained, with
         respect to the account balance as of the date of separation, the
         Election Period shall begin on the date of separation. In addition, a
         Participant who has not yet attained age 35 as of the end of any
         current Plan Year may make a special Qualified Election to waive the
         Preretirement Survivor Annuity for the period beginning on the date of
         such election and ending on the first day of the Plan Year in which
         the Participant attains age 35. Such election shall not be valid
         unless the Participant receives a written explanation of the
         Preretirement Survivor Annuity in such terms as are comparable to the
         explanation required under Paragraph 14.3. Preretirement Survivor
         Annuity coverage shall be automatically reinstated as of the first day
         of the Plan Year in which the Participant attains age 35. Any new
         waiver on or after such date shall be subject to the full requirements
         of Paragraphs 1.44 and 15.2.

1.20     ELECTIVE DEFERRALS - If elected in Section (G), the Company may make
         contributions to the Plan at the election of the Participant, in lieu
         of cash Compensation. Elective Deferrals shall include contributions
         made pursuant to a Deferred Salary Agreement or other deferral
         mechanism. Elective Deferrals shall not include any deferrals properly
         distributed as Excess Annual Additions.

1.21     ELIGIBLE RETIREMENT PLAN - An eligible retirement plan is an
         individual retirement account described in Code Section 408(a), an
         individual retirement annuity described in Code Section 408(b), an
         annuity plan described in Code Section 403(a), or a qualified trust
         described in Code Section 401(a), that accepts the Participant's
         Eligible Rollover Distribution. However, in the case of an Eligible
         Rollover Distribution to the surviving spouse, an eligible retirement
         plan is an individual retirement account or individual retirement
         annuity. For purposes of this definition, a former spouse who is the
         alternate payee under a qualified domestic relations order, as defined
         in section 414(p) of the Code may make an Eligible Rollover
         Distribution to an Eligible Retirement Plan described in Code Section
         402(c)(8)(B).


                                       6
<PAGE>


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

1.23     EMPLOYEE - Any person employed by the Company or any other Company
         required to be aggregated under Paragraph 1.24. The term Employee
         shall also include an individual who is self-employed, an
         owner-Employee, or a Leased Employee.

         Self-employed individual means a person who has earned income for the
         taxable year from the trade or business for which the Plan is
         established; also, a person who would have had earned income but for
         the fact that the trade or business had no net profits for the taxable
         year.

         Owner-Employee means a person who is sole proprietor, or who is a
         partner owning more than 10 percent of either the capital or profits
         interest in the partnership.

1.24     EMPLOYER - The entity that establishes or maintains this Plan; any
         organization which has adopted this Plan with the consent of such
         establishing Employer; and any successor of such Employer. Except as
         provided for purposes of Limitation on Allocations in Paragraph 5.7,
         and for separate lines of business in Code Section 414(r), all
         Employees of all corporations which are members of a controlled group
         of corporations (as defined in Code Section 414(b)), all trades or
         businesses (whether or not incorporated) which are under common
         control (as defined in Code Section 414(c)), all members of an
         affiliated service group (as defined in Code Section 414(m)) and any
         other entity required to be aggregated pursuant to Regulations under
         Code Section 414(o) shall be treated as employed by a single Employer.

1.25     ENTRY DATE - The date on which an Employee becomes a Participant as
         designated in Section (D) after satisfying the eligibility
         requirements of Section (D).

1.26     EXCESS AGGREGATE CONTRIBUTIONS - With respect to any Plan Year, the
         excess of:

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


                                       7
<PAGE>


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

         Such determination shall be made after first determining Excess
         Deferrals pursuant to Paragraph 4.2(a) and then determining Excess
         Contributions pursuant to Paragraph 4.2(b).

1.27     EXCESS ANNUAL ADDITIONS - The excess of the Participant's Annual
         Additions for the Limitation Year over the Maximum Permissible Amount.

1.28     EXCESS CONTRIBUTIONS - With respect to any Plan Year, the excess of:

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

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

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

1.30     HIGHLY COMPENSATED EMPLOYEE - The group of Highly Compensated
         Employees ("HCEs") includes any Employee who is employed by the
         Employer on the snapshot day and who (i) is a 5-percent owner on the
         snapshot day, (ii) receives compensation for the Plan Year in excess
         of the Code Section 414(q)(1)(B) amount for the Plan Year, (iii)
         receives compensation for the Plan Year in excess of the Code Section
         414(q)(1)(C) amount for the Plan Year and is a member of the top paid
         group of Employees within the meaning of Code Section 414(q)(4), or
         (iv) is an officer on the snapshot day and receives compensation
         during the Plan Year that is greater than 50 percent of the dollar
         limitation in effect under Code Section 415(b)(1)(A). If no officer
         satisfies the compensation requirement of (iv) above, the highest paid
         officer for such Plan Year shall be treated as a HCE.

         For purposes of determining who is a HCE, compensation means
         compensation within the meaning of Code Section 415(c)(3) as set forth
         in the Plan for purposes of determining the Code Section 415 limits,
         except that amounts excluded pursuant to Code Sections 125, 402(e)(3),
         402(h)(1)(B) and 403(b) are included. If compensation used for
         purposes of determining the Code Section 415 limits under the Plan is
         not defined as total compensation as provided under Code Section


                                       8
<PAGE>


         415(c)(3) and the regulations thereunder, then for purposes of
         determining who is a HCE, compensation means compensation within the
         meaning of Code Section 1.415-2(d)(11)(i) of the Income Tax
         Regulations, except that amounts excluded pursuant to Code Sections
         125, 402(e)(3), 402(h)(1)(B) and 403(b) are included.

         If, as of the snapshot day, an Employee is a family member of either a
         5-percent owner (whether active or former) or a HCE who is one of the
         10 most HCEs ranked on the basis of compensation paid by the Employer
         during such year, then the family member and the 5-percent owner or
         top-ten HCE shall be aggregated. In such case, the family member and
         5-percent owner or top-ten HCE shall be treated as a single Employee
         receiving compensation and Plan contributions or benefits equal to the
         sum of the compensation and contributions and benefits of the family
         member and 5-percent owner or top-ten HCE. For purposes of this
         Section, family member includes the spouse, lineal ascendants and
         descendants of the Employee or former Employee, and the spouses of
         such ascendants and descendants.

         The snapshot day selected in Section (C)(5) must be a single day
         during the Plan Year that is reasonably representative of the
         Employer's workforce and the Plan's coverage throughout the Plan Year.
         In addition, if the Employer uses a snapshot day in substantiating
         compliance with the nondiscrimination requirements of Code Sections
         401(a)(4), 410(b), or 414(s), the same snapshot day must be used for
         purposes of determining the HCEs.)

         The group of HCEs will also include any Employee who during the Plan
         Year:

         (a)      terminated employment prior to the snapshot day and was a HCE
                  in the prior Plan Year;

         (b)      terminated employment prior to the snapshot day and (i) was a
                  5-percent owner, or (ii) has compensation for the Plan Year
                  which is greater than or equal to the compensation of any
                  Employee who is treated as a HCE on the snapshot day (except
                  for Employees who are HCEs solely because they are 5-percent
                  owners or officers), or (iii) was an officer and has
                  compensation greater than or equal to the compensation of any
                  other officer who is a HCE on the snapshot day solely because
                  that person is an officer; or

         (c)      becomes employed subsequent to the snapshot day during the
                  Plan Year and (i) is a 5-percent owner, or (ii) has
                  compensation for the Plan Year that is greater than or equal
                  to the compensation of any Employee who is treated as a HCE
                  on the snapshot day (except Employees who are HCEs solely
                  because they are 5-percent owners or officers), or (iii) is
                  an officer and has compensation that is greater than or equal
                  to the compensation of any other officer who is a HCE on the
                  snapshot day solely because that person is an officer.

         The determination of who is a HCE, including the determinations of the
         number and identity of Employees in the top paid group, the number of
         Employees treated as officers and the compensation that is taken into
         account, will be made in accordance


                                       9
<PAGE>


         with Code Section 414(q) and Code Section 1.414(q)-1T of the temporary
         Income Tax Regulations to the extent they are not inconsistent with
         the method established above.

1.31     HOUR OF SERVICE -

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

         (b)      Each hour for which an Employee is paid, or entitled to
                  payment, by the 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. No more than
                  501 Hours of Service shall be credited under this Paragraph
                  for any single continuous period (whether or not such period
                  occurs in a single computation period). Hours under this
                  Paragraph shall be calculated and credited pursuant to
                  Section 2530.200b-2 of the Department of Labor Regulations
                  which is incorporated herein by this reference; and

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

         (d)      Where an Employee leaves a non-temporary position with the
                  Company to enter the United States military service and
                  receives an honorable discharge upon completion of military
                  service, application for reemployment must be made within the
                  following time periods: if the military service is less than
                  31 days, the employee must report for reemployment on the
                  first full working day; if the service is from 31 to 181
                  days, the employee must apply to the company within 14 days;
                  and if service is over 180 days, the employee must apply to
                  the Company within 90 days. If the employee is hospitalized
                  or injured, the time to apply to the Company is extended for
                  two years.

         (e)      Hours of Service shall be credited for employment with other
                  members of an affiliated service group (under Code Section
                  414(m)), a controlled group of corporations (under Code
                  Section 414(b)), a group of trades or businesses under common
                  control (under Code Section 414(c)), of which the adopting
                  Company is a member, and any other entity required to be
                  aggregated with the Company pursuant to Code Section 414(o)
                  and the Regulations thereunder. Hours of Service shall also
                  be credited for any individual considered an Employee for
                  purposes of this Plan under Code Section 414(n) or Section
                  414(o) and the Regulations thereunder.


                                       10
<PAGE>


         (f)      Hours of Service shall be determined on the basis of the
                  method selected in Section (D).

         (g)      Solely for purposes of determining whether a Break in
                  Service, as defined in Paragraph 1.36, for participation and
                  vesting purposes has occurred in a computation period, an
                  individual who is absent from work for maternity or paternity
                  reasons shall receive credit for the Hours of Service which
                  would otherwise have been credited to such individual but for
                  such absence, or in any case in which such hours cannot be
                  determined, 8 Hours of Service per day of such absence. For
                  purposes of this Subparagraph, an absence from work for
                  maternity or paternity reasons means an absence (1) by reason
                  of the pregnancy of the individual, (2) by reason of a birth
                  of a child of the individual, (3) by reason of the placement
                  of a child with the individual in connection with the
                  adoption of such child by such individual, or (4) for
                  purposes of caring for such child for a period beginning
                  immediately following such birth or placement.

                  The Hours of Service credited under this Subparagraph shall
                  be credited (1) in the computation period in which the
                  absence begins if the crediting is necessary to prevent a
                  Break in Service in that period, or (2) in all other cases,
                  in the following computation period.

1.32     INSURANCE COMPANY - Massachusetts Mutual Life Insurance Company or MML
         Pension Insurance Company, or with respect to Policies, any other
         legal reserve life insurance company authorized to do business in the
         state of policy issue.

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

         A leased Employee shall not be considered an Employee of the recipient
         if: (1) such Employee is covered by a money purchase pension plan
         providing: (i) a non-integrated Company contribution rate of at least
         10 percent of Compensation, as defined in Code Section 415(c)(3) but
         including amounts contributed by the Company pursuant to a Deferred
         Salary Agreement which are excludable from the Employee's gross income
         under Code Sections 125, 402(e)(3), 402(h)(1)(B) or 403(b), (ii)
         immediate participation, and (iii) full and immediate vesting; and (2)
         leased Employees do not constitute more than 20 percent of the
         recipient's non-Highly Compensated workforce.

1.34     LIMITATION YEAR - A calendar year or any other 12-consecutive month
         period elected by the Company in Section (C). All qualified plans
         maintained by the


                                       11
<PAGE>


         Company must use the same Limitation Year. If the Limitation Year is
         amended to a different 12-consecutive month period, the new Limitation
         Year must begin on a date within the Limitation Year in which the
         amendment is made.

1.35     MAXIMUM PERMISSIBLE AMOUNT - The maximum Annual Addition that may be
         contributed or allocated to a Participant's Account under the Plan for
         any Limitation Year shall not exceed the lesser of: (a) the defined
         contribution dollar limitation, or (b) 25 percent of the Participant's
         Compensation for the Limitation Year.

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

         The defined contribution dollar limitation is $30,000 or if greater,
         one-fourth of the defined benefit dollar limitation set forth in Code
         Section 415(b)(1) as in effect for the Limitation Year.

         If a short Limitation Year is created because of an amendment changing
         the Limitation Year to a different 12-consecutive month period, the
         Maximum Permissible Amount shall not exceed the defined contribution
         dollar limitation multiplied by the following fraction:

                 Number of months in the short Limitation Year
                                       12

1.36     ONE-YEAR BREAK IN SERVICE - A 12-consecutive month period (computation
         period) during which the Participant does not complete more than 500
         Hours of Service with the Company.

1.37     PARTICIPANT - Any eligible active Employee of the Company who became a
         member of this Plan on an Entry Date.

1.38     PARTICIPANT MATCHED CONTRIBUTIONS - The Company may elect in Section
         (J) to allow Participants to contribute amounts to the Plan based on
         nondeferred (after-tax) Compensation. Participants may or may not be
         required to make the contribution to the Plan. However, if the
         contribution is made, it shall cause the Company to contribute amounts
         to the Plan on behalf of the Participant known as Company Matching
         Contributions or Company Qualified Matching Contributions.

1.39     PARTICIPANT NONDEDUCTIBLE VOLUNTARY CONTRIBUTIONS - The Company may
         elect in Section (J) to allow the Participant to contribute amounts to
         the Plan based on non-deferred (after-tax) Compensation. The
         Participant is not required to contribute to the Plan and the
         contributions shall not cause the Company to contribute additional
         amounts to the Plan on behalf of a Participant, but they provide
         additional benefits for the Participant under the Plan.


                                       12
<PAGE>


1.40     PLAN - The MassMutual FLEXINVEST(R)Prototype Profit-Sharing/401(k)
         Plan as applied separately to the Company.

1.41     PLAN YEAR - The 12-consecutive month period designated by the Company
         in Section (C).

1.42     POLICY - An individual life insurance policy issued by the Insurance
         Company to the Company on the life of a Participant.

1.43     PROTOTYPE PLAN - A plan, the form of which is the subject of a
         favorable opinion letter from the Internal Revenue Service.

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

         Any consent by a Spouse obtained under this provision (or
         establishment that the consent of a Spouse may not be obtained) shall
         be effective only with respect to such Spouse. A consent that permits
         designations by the Participant without any requirement of further
         consent by such Spouse must acknowledge that the Spouse has the right
         to limit consent to a specific Beneficiary, and a specific form of
         benefit where applicable, and that the Spouse voluntarily elects to
         relinquish either or both of such rights. A revocation of a prior
         waiver may be made by a Participant without the consent of the Spouse
         at any time before the commencement of benefits. The number of
         revocations shall not be limited. No consent obtained under this
         provision shall be valid unless the Participant has received notice as
         provided in Paragraph 14.3.

1.45     SPOUSE - The Spouse or surviving spouse of the Participant, provided
         that a former spouse shall be treated as the Spouse or surviving
         spouse and a current spouse shall not be treated as the Spouse or
         surviving spouse to the extent provided under a qualified domestic
         relations order as described in Code Section 414(p).

1.46     STRAIGHT LIFE ANNUITY - An annuity payable in equal installments for
         the life of the Participant that terminates upon the Participant's
         death.


                                       13
<PAGE>


1.47     TERMINATION OF EMPLOYMENT - The separation from service of the
         Participant before Normal Retirement Date other than by reason of
         death, disability as determined under Section (F)or early retirement,
         if elected in Section (F).

1.48     VALUATION DATE - Each Business Day.

1.49     YEAR OF SERVICE - A 12-consecutive month period (computation period)
         during which the Employee completes at least 1,000 Hours of Service.
         The applicable 12-consecutive month period for eligibility and
         participation purposes can be found in Part III, and for vesting in
         Part IX.


                          PART II - CREDITING SERVICE

2.1      GENERAL METHOD OF CREDITING SERVICE. The Administrator shall count
         actual Hours of Service during the applicable 12-consecutive month
         computation period as elected under Section (D). The Employee shall
         receive credit for a Year of Service if the Employee is credited with
         1000 or more Hours of Service during the computation period and shall
         incur a One-Year Break in Service if the Participant is not credited
         with more than 500 Hours of Service during the computation period. In
         general, the Employee's entitlement with respect to participation and
         vesting shall be determined by totaling the number of Years of Service
         credited to the Employee.

2.2      EQUIVALENCY METHODS BASED UPON PERIODS OF EMPLOYMENT. The
         Administrator shall credit the Employee with a specified number of
         Hours of Service for each period of employment if the Employee would
         receive credit for at least one Hour of Service in that period of
         employment as elected under Section (D). The periods of employment on
         which equivalency may be based, if applicable and subject to this
         election, are: days worked, weeks worked, semi-monthly payroll period
         and months worked. The Employee shall receive credit for a Year of
         Service if the Employee is credited with 1000 or more equivalency
         Hours of Service during a computation period and shall incur a
         One-Year Break in Service if the Participant does not complete more
         than 500 equivalency Hours of Service during the computation period.
         In general, the Employee's entitlement with respect to participation
         and vesting shall be determined by totaling the number of Years of
         Service credited to the Employee.

2.3      ONE METHOD OF CREDITING SERVICE FOR ALL EMPLOYEES. The Administrator
         shall credit Service for all classifications of Employees under the
         Plan using the same method of crediting service set forth in Section
         (D).

2.4      SERVICE WITH A PREDECESSOR EMPLOYER. Where the Company maintains the
         plan of a predecessor employer, service for such predecessor employer
         shall be treated as service for the Company for purposes of
         determining an Employee's eligibility to participate in the Plan and
         vesting. Where a Company establishes the Plan which was not maintained
         by a predecessor employer, service with the


                                       14
<PAGE>


         predecessor employer, including a sole proprietorship or partnership,
         shall be treated as service with the Company for eligibility to
         participate and vesting only if elected by the Company in Section (D).


                    PART III - ELIGIBILITY AND PARTICIPATION

3.1      ELIGIBILITY. Each present and future Employee of the Company shall be
         entitled to participate in this Plan on the Effective Date or on an
         Entry Date coincident with or immediately following the date on which
         he satisfies the classification, service, and age requirements set
         forth in Section (D). If this Plan amends and restates a former plan
         that was qualified under Code Sections 401(a) or 403(a), each Employee
         who was a Participant (or entitled to participate) in the former plan
         on the day before the Effective Date of this restated Plan shall
         continue as a Participant (or continue to be entitled to participate)
         in the Plan.

3.2      ELIGIBILITY COMPUTATION PERIOD. Years of Service and Breaks in Service
         shall be measured on the same eligibility computation period. The
         initial eligibility computation period is the 12-consecutive month
         period beginning on the date the Employee first performs an Hour of
         Service for the Company (employment commencement date).

         The succeeding 12-consecutive month periods commence with the first
         Plan Year which commences prior to the first anniversary of the
         Employee's employment commencement date regardless of whether the
         Employee is entitled to be credited with 1,000 Hours of Service during
         the initial eligibility computation period. An Employee who is
         credited with 1,000 Hours of Service in both the initial eligibility
         computation period and the first Plan Year which commences prior to
         the first anniversary of the Employee's initial eligibility
         computation period shall be credited with two Years of Service for
         purposes of eligibility to participate.

3.3      BREAK IN SERVICE/RETURN TO SERVICE. A former Participant shall become
         a Participant immediately upon his return to the employ of the Company
         if such former Participant had a nonforfeitable right to all or a
         portion of his account balance derived from Company contributions at
         the time of his termination.

         For a former Participant who did not have any nonforfeitable right to
         the account balance derived from Company contributions, Years of
         Service before a period of consecutive One-Year Breaks in Service
         shall not be taken into account in computing eligibility service if
         the number of consecutive One-Year Breaks in Service in such period
         equals or exceeds the greater of 5 or the aggregate number of Years of
         Service. Such aggregate number of Years of Service shall not include
         any Years of Service disregarded under the preceding sentence by
         reason of prior Breaks in Service.

         If a Participant's Years of Service are disregarded pursuant to the
         preceding paragraph, such Participant shall be treated as a new
         Employee for eligibility purposes. If a Participant's Years of Service
         may not be disregarded pursuant to the


                                       15
<PAGE>


         preceding paragraph, such Participant shall continue to participate in
         the Plan, or, if terminated, shall participate immediately upon
         reemployment.

         In the event a Participant is no longer a member of an eligible class
         of Employees and becomes ineligible to participate but has not
         incurred a Break in Service, such Employee shall participate
         immediately upon returning to an eligible class of Employees. If such
         Participant incurs a Break in Service, eligibility shall be determined
         pursuant to the three preceding paragraphs.

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

3.4      NOTIFICATION OF ELIGIBLE EMPLOYEES. The Administrator shall notify
         each Employee of his right to participate in the Plan prior to the
         Entry Date he first becomes entitled to participate. On the date of
         such notification, the Administrator shall furnish such Employee with
         a summary plan description of the Plan, the options available to him
         under the Plan and an enrollment form. If a Participant requests to
         have a Policy purchased on his behalf, the Participant shall also
         complete an application for the Policy. To become a Participant as of
         the Entry Date provided in Section (D), the Employee must complete the
         form and file it with the Administrator not later than one week after
         his Entry Date. If the Employee files the form later than one week
         after his Entry Date, he shall become a Participant on the first day
         of the second calendar month next following the date he files the
         form.

3.5      CONDITIONS OF CONTINUED PARTICIPATION. As a condition of continued
         participation under the Plan, each Participant agrees to:

         (a)      Limit his recourse for payment of any benefits to which he is
                  entitled to the assets of the Plan;

         (b)      Complete and file with the Administrator an enrollment form,
                  a Deferred Salary Agreement and such other forms as required
                  by the Administrator or Insurance Company;

         (c)      Submit such evidence of insurability as may be required; and

         (d)      Provide the Administrator with such information about himself
                  and his Beneficiary as required by Paragraph 19.10.


                            PART IV - CONTRIBUTIONS

4.1      CONTRIBUTIONS TO THE PLAN. The Company shall contribute to the Plan,
         for each Plan Year:


                                       16
<PAGE>


         (a)      Elective Deferrals (if elected in Section (G));

         (b)      Company Matching Contributions (if elected in Section (I));

         (c)      Company Qualified Matching Contributions (if elected in
                  Section (I));

         (d)      Company Profit-Sharing Contributions (if elected in Section
                  (K)); and

         (e)      Company Qualified Nonelective Contributions (if elected in
                  Section (H)).

         Each Participant may, by written direction to the Administrator, elect
         to make to the Plan:

         (a)      Participant Matched Contributions (if permitted by Section
                  (J));

         (b)      Participant Nondeductible Voluntary Contributions (if
                  permitted by Section (J)).

         The Participant may suspend his contributions, if allowed, during any
         time period by filing a written notice with the Administrator.

4.2      LIMITATIONS ON ELECTIVE DEFERRALS.

         (a)      Maximum Amount of Elective Deferrals: No Participant shall be
                  permitted to have Elective Deferrals made under this Plan, or
                  any other qualified plan maintained by the Company, during
                  the Participant's taxable year, in excess of the dollar
                  limitations contained in Code Section 402(g) in effect at the
                  beginning of such taxable year. With respect to any taxable
                  year, a Participant's elective deferrals are the sum of all
                  Company contributions made on behalf of such Participant
                  pursuant to an election to defer under any qualified CODA as
                  described in Code Section 401(k), a simplified employee
                  pension cash or deferred arrangement as described in Code
                  Section 402(h)(1)(B), any eligible deferred compensation plan
                  under Code Section 457, any plan as described under Code
                  Section 501(c)(18), and any Company contributions made on
                  behalf of a Participant for the purchase of an annuity
                  contract under Code Section 403(b) pursuant to a Deferred
                  Salary Agreement. A Participant may assign to this Plan any
                  Excess Deferrals made during a taxable year by notifying the
                  Administrator in writing on or before March 1st of the amount
                  of the Excess Deferrals to be designated to the Plan. A
                  Participant is deemed to notify the Administrator of any
                  Excess Deferrals that arise by taking into account only those
                  Elective Deferrals made to this Plan and any other plans of
                  this Employer. Notwithstanding any other provision of the
                  Plan, Excess Deferrals, plus any income and minus any loss
                  allocable thereto, shall be distributed no later than April
                  15 to any Participant to whose account Excess Deferrals were
                  assigned for the preceding year and who claims Excess
                  Deferrals for such taxable year.


                                       17
<PAGE>


                  Excess Deferrals shall be adjusted for any income or loss.
                  The income or loss allocable to Excess Deferrals is the sum
                  of income or loss allocable to the Participant's Elective
                  Deferral account for the taxable year multiplied by a
                  fraction, the numerator of which is such Participant's Excess
                  Deferrals for the year and the denominator is the
                  Participant's account balance attributable to Elective
                  Deferrals plus any withdrawals of Elective Deferrals without
                  regard to any income or loss occurring during such taxable
                  year. In the event that any Excess Deferrals returned under
                  this Paragraph were matched by Company Matching
                  Contributions, those Company Matching Contributions, together
                  with earnings, shall be forfeited and applied under Paragraph
                  4.5(b).

         (b)      Actual Deferral Percentage: The Actual Deferral Percentage
                  (hereinafter "ADP") for Participants who are Highly
                  Compensated Employees for each Plan Year and the ADP for
                  Participants who are non-Highly Compensated Employees for the
                  same Plan Year must satisfy one of the following tests:

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

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

                  "Actual Deferral Percentage" shall mean, for a specified
                  group of Participants for a Plan Year, the average of the
                  ratios (calculated separately for each Participant in such
                  group) of (1) the amount of Company contributions actually
                  paid over to the Plan on behalf of such Participant for the
                  Plan Year to (2) the Participant's Compensation for such Plan
                  Year. Compensation taken into account for this purpose may be
                  limited to Compensation received by an employee while the
                  employee is a Participant. Company contributions on behalf of
                  any Participant shall include: (1) any Elective Deferrals
                  made pursuant to the Participant's deferral election,
                  including Excess Deferrals of the Highly Compensated
                  Employees, but excluding Excess Deferrals of Non-Highly
                  Compensated Employees that arise solely from Elective
                  Deferrals made under the Plan or plans of this Employer and
                  Elective Deferrals that are taken into account in the Actual
                  Contribution Percentage test (provided the ADP test is
                  satisfied both with and without exclusion of these Elective
                  Deferrals); and (2) at the election of the Company, Company
                  Qualified Nonelective Contributions and Company Qualified
                  Matching Contributions. For purposes of computing ADP's, an
                  Employee who would be a Participant but for the failure to
                  make Elective Deferrals shall be treated as a Participant on
                  whose behalf no Elective Deferrals are made.


                                       18
<PAGE>


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

                  In the event that this Plan satisfies the requirements of
                  Code Sections 401(k), 401(a)(4), or 410(b) only if aggregated
                  with one or more other plans, or if one or more other plans
                  satisfy the requirements of such Code Sections only if
                  aggregated with this Plan, then this Paragraph shall be
                  applied by determining the ADP of Employees as if all such
                  plans were a single plan. Plans may be aggregated to satisfy
                  Code Section 401(k) only if they have the same Plan Year.

                  For purposes of determining the ADP of a Participant who is a
                  5 percent owner or one of the ten most highly-paid Highly
                  Compensated Employees, the Elective Deferrals (and Company
                  Qualified Nonelective Contributions or Qualified Matching
                  Contributions, or both, if treated as Elective Deferrals for
                  purposes of the ADP test) and Compensation of such
                  Participant shall include the Elective Deferrals (and, if
                  applicable, Company Qualified Nonelective Contributions and
                  Qualified Matching Contributions, or both) and Compensation
                  for the Plan Year of the family members (as defined in Code
                  Section 414(q)(6)). The combined actual deferral ratio for
                  the family group shall be the actual deferral ratio
                  determined by combining the Elective Deferrals, Compensation
                  and amounts treated as Elective Deferrals of all the eligible
                  family members. Family members with respect to such Highly
                  Compensated Employees, shall be disregarded as separate
                  Employees in determining the ADP both for Participants who
                  are non-Highly Compensated Employees and for Participants who
                  are Highly Compensated Employees.

                  For purposes of determining the ADP test, Elective Deferrals,
                  Qualified Nonelective Contributions, and Qualified Matching
                  Contributions must be made before the last day of the
                  twelve-month period immediately following the Plan Year to
                  which contributions relate.

                  The Company shall maintain records sufficient to demonstrate
                  satisfaction of the ADP test and the amount of Company
                  Qualified Nonelective Contributions or Company Qualified
                  Matching Contributions, or both, used in such test. The
                  determination and treatment of the ADP amounts of any


                                       19
<PAGE>


                  Participant shall satisfy such other requirements as may be
                  prescribed by the Secretary of the Treasury.

4.3      EXCESS CONTRIBUTIONS.

         (a)      Extra Contribution: If the ADP limitation in Paragraph 4.2(b)
                  is not met, the Company may elect to make an extra Company
                  Qualified Nonelective Contribution to eligible non-Highly
                  Compensated Employees sufficient to satisfy the ADP limit.
                  The contribution shall be subject to the distribution and
                  nonforfeitability requirements of Code Section 401(k).

                  If the Company does not make such a contribution, a
                  corrective distribution of Excess Contributions will be made
                  in accordance with Section 4.3(b) below.

         (b)      Corrective Distributions of Excess: The Company may also
                  satisfy Paragraph 4.2(b) by distributing the Excess
                  Contributions in accordance with this Paragraph. Excess
                  Contributions, plus any income and minus any loss allocable
                  thereto, shall be distributed no later than the last day of
                  each Plan Year to Participants to whose accounts such Excess
                  Contributions were allocated for the preceding Plan Year. If
                  such excess amounts are distributed more than 2 1/2 months
                  after the last day of the Plan Year in which such excess
                  amounts arose, a ten (10) percent excise tax shall be imposed
                  on the Company maintaining the Plan with respect to such
                  amounts. Such distributions shall be made to Highly
                  Compensated Employees on the basis of the respective portions
                  of the Excess Contributions attributable to each of such
                  Employees. Excess Contributions shall be allocated among
                  Participants who are subject to the family member aggregation
                  rules of Code Section 414(q)(6) in proportion to the Elective
                  Deferrals of each family member that are combined to
                  determine the actual deferral ratio. Excess Contributions
                  (including the amounts recharacterized) shall be treated as
                  Annual Additions under the Plan.

                  Excess Contributions shall be adjusted for any income or loss
                  up to the date of distribution. The income or loss allocable
                  to Excess Contributions is the income or loss allocable to
                  the Participant's Elective Deferral account (and, if
                  applicable, the Company Qualified Nonelective Contribution
                  account or the Company Qualified Matching Contribution
                  account or both) for the Plan Year multiplied by a fraction,
                  the numerator of which is such Participant's Excess
                  Contributions for the year and the denominator is the
                  Participant's account balance attributable to Elective
                  Deferrals (and Company Qualified Nonelective Contributions or
                  Company Qualified Matching Contributions, or both, if any of
                  such contributions are included in the ADP test) plus any
                  withdrawals of these contributions and without regard to any
                  income or loss occurring during such Plan Year.

                  Excess Contributions shall be distributed from the
                  Participant's Elective Deferral account and Company Qualified
                  Matching Contribution account (if


                                       20
<PAGE>


                  applicable) in proportion to the Participant's Elective
                  Deferrals and Company Qualified Matching Contributions (to
                  the extent used in the ADP test) for the Plan Year. Excess
                  Contributions shall be distributed from the Participant's
                  Company Qualified Nonelective Contribution account only to
                  the extent that such Excess Contributions exceed the balance
                  in the Participant's Elective Deferral account and Company
                  Qualified Matching Contribution account. In the event that
                  any Excess Contributions returned under this Paragraph were
                  matched by Company Matching Contributions, those Company
                  Matching Contributions, together with earnings, shall be
                  forfeited and applied under Paragraph 4.5(b).

         (c)      Recharacterization: If all Participants are eligible to make
                  Participant contributions under the Plan, the Company may
                  also satisfy Paragraph 4.2(b) by recharacterizing the Excess
                  Contributions. A Participant may treat his Excess
                  Contributions as an amount distributed to him and then
                  contributed by him to the Plan. Excess Contributions may only
                  be recharacterized in the Plan from which they arose.
                  Recharacterized amounts shall remain nonforfeitable and
                  subject to the same distribution requirements as Elective
                  Deferrals. Amounts may not be recharacterized by a Highly
                  Compensated Employee to the extent that such amount in
                  combination with other Participant contributions made by that
                  Employee would exceed any stated limit under the Plan on
                  Participant contributions.

                  Recharacterization must occur no later than 2 1/2 months
                  after the last day of the Plan Year in which such Excess
                  Contributions arose and is deemed to occur no earlier than
                  the date the last Highly Compensated Employee is informed in
                  writing of the amount recharacterized and the consequences
                  thereof. Recharacterized amounts shall be taxable to the
                  Participant for the Participant's tax year in which the
                  Participant would have received them in cash.

4.4      LIMITATIONS ON COMPANY AND PARTICIPANT CONTRIBUTIONS. The Actual
         Contribution Percentage ("hereinafter ACP") for Participants who are
         Highly Compensated Employees for each Plan Year and the ACP for
         Participants who are non-Highly Compensated Employees for the same
         Plan Year must satisfy one of the following tests:

         (a)      The ACP for Participants who are Highly Compensated Employees
                  for the Plan Year shall not exceed the ACP for Participants
                  who are non-Highly Compensated Employees for the same Plan
                  Year multiplied by 1.25; or

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


                                       21
<PAGE>


                  "Actual Contribution Percentage" shall mean, for a specified
                  group of Participants for a Plan Year, the average of the
                  ratios (calculated separately for each Participant in such
                  group) of (1) the Participant's Actual Contribution
                  Percentage amounts to (2) the Participant's Compensation for
                  the Plan Year. Compensation taken into account for this
                  purpose may be limited to Compensation received by an
                  Employee while the Employee is a Participant. Actual
                  Contribution Percentage amounts are the sum of the
                  Participant Nondeductible Voluntary Contributions,
                  recharacterized Elective Deferrals (Paragraph 4.3(c)),
                  Participant Matched Contributions, Company Matching
                  Contributions, and Company Qualified Matching Contributions
                  (to the extent not taken into account for purposes of the ADP
                  test) made under the Plan on behalf of the Participant for
                  the Plan Year. Such Actual Contribution Percentage amounts
                  shall not include Matching Contributions that are forfeited
                  either to correct Excess Aggregate Contributions or because
                  the contributions to which they relate are forfeited due to
                  Excess Deferrals, Excess Contributions, or Excess Aggregate
                  Contributions. Such Actual Contribution Percentage amounts
                  shall include forfeitures of Excess Aggregate Contributions
                  or Company Matching Contributions allocated to the
                  Participant's Company Match Account, which shall be taken
                  into account in the year in which such forfeiture is
                  allocated.

                  The Company may include in the ACP amounts, Elective
                  Deferrals or Company Qualified Nonelective Contributions, or
                  both, so long as the ADP test is met before the Elective
                  Deferrals and Company Qualified Nonelective Contributions are
                  used in the ACP test and continues to be met following the
                  exclusion of these contributions that are used to meet the
                  ACP test. The inclusion of Company Qualified Nonelective
                  Contributions and Elective Contributions in the ACP amounts
                  shall be performed in a manner consistent with the provisions
                  of Reg. ss. 1.401(m)-1(b)(5).

                  For purposes of computing the ACP, any Employee is eligible
                  if he can make a Participant contribution, or an Elective
                  Deferral (if the Company takes such contributions into
                  account in the calculation of the Actual Contribution
                  Percentage), or can receive a Company Matching Contribution
                  (including forfeitures) or a Company Qualified Matching
                  Contribution. If a Participant contribution is required as a
                  condition of participation in the Plan, any Employee who
                  would be a Participant in the Plan if such Employee made such
                  a contribution shall be treated as an eligible Participant on
                  behalf of whom no Participant contributions are made.

                  The ACP for any Participant who is a Highly Compensated
                  Employee for the Plan Year and who is eligible to have Actual
                  Contribution Percentage amounts allocated to his accounts
                  under two or more plans described in Code Section 401(a), or
                  arrangements described in Code Section 401(k) that are
                  maintained by the Company, shall be determined as if such
                  Actual Contribution Percentage amounts were made under a
                  single plan. If a Highly Compensated Employee participates in
                  two or more plans described in Code Section 401(a) or
                  arrangements described in Code Section 401(m) that have
                  different Plan Years, all such plans or arrangements ending
                  with or within the same calendar year shall be treated as a
                  single plan.

                  In the event that this Plan satisfies the requirements of
                  Code Sections 401(m), 401(a)(4) or 410(b) only if aggregated
                  with one or more other plans, or if one or


                                       22
<PAGE>


                  more other plans satisfy the requirements of such Code
                  Sections only if aggregated with this Plan, then this
                  Paragraph shall be applied by determining the ACP of
                  Employees as if all such plans were a single plan. Plans may
                  be aggregated to satisfy Code Section 401(m) only if they
                  have the same Plan Year.

                  For purposes of determining the ACP of a Participant who is a
                  5 percent owner or one of the ten most highly-paid Highly
                  Compensated Employees, the Actual Contribution Percentage
                  amounts and Compensation of such Participant shall include
                  the Actual Contribution Percentage amounts and Compensation
                  for the Plan Year of family members (as defined in Code
                  Section 414(q)(6). The combined actual contribution ratio for
                  the family group shall be the actual contribution ratio
                  determined by combining the Participant contributions,
                  Compensation, matching contributions and amounts treated as
                  matching contributions of all the eligible family members.
                  Family members, with respect to Highly Compensated Employees,
                  shall be disregarded as separate Employees in determining the
                  ACP both for Participants who are non-Highly Compensated
                  Employees and for Participants who are Highly Compensated
                  Employees.

                  For purposes of determining the ACP test, Participant
                  contributions are considered to have been made in the Plan
                  Year in which contributed to the Plan. Company Matching and
                  Qualified Matching Contributions and Company Qualified
                  Nonelective Contributions shall be considered made for a Plan
                  Year if made no later than the end of the twelve-month period
                  beginning on the day after the close of the Plan Year.

                  The Company shall maintain records sufficient to demonstrate
                  satisfaction of the ACP test and the amount of Company
                  Qualified Nonelective Contributions or Qualified Matching
                  Contributions, or both, used in such test. The determination
                  and treatment of the ACP amounts of any Participant shall
                  satisfy such other requirements as may be prescribed by the
                  Secretary of the Treasury.

                  In addition, a Company shall not allocate contributions to a
                  Participant's Account which would result in an Excess Annual
                  Addition under Part V, Limitation on Allocations. The
                  aggregate Company contributions for any Plan Year may also be
                  limited to the amount deductible by the Company under Code
                  Section 404 with reductions made, in order, to Company
                  Profit-Sharing, Company Matching, Company Qualified Matching,
                  Company Qualified Nonelective and Elective Deferral
                  Contributions.

4.5      EXCESS AGGREGATE CONTRIBUTIONS.

         (a)      Extra Contribution: If the ACP limitation in Paragraph 4.4 is
                  not met, the Company may elect to make an extra Company
                  Qualified Nonelective Contribution to eligible non-Highly
                  Compensated Employees sufficient to satisfy the ACP limit.
                  The contribution shall be subject to the distribution and
                  nonforfeitability requirements of Code Section 401(k).

         (b)      Corrective Distribution of Excess: The Company may also
                  satisfy Paragraph 4.4 by distributing or forfeiting the
                  Excess Aggregate Contributions in


                                       23
<PAGE>


                  accordance with this Paragraph. Excess Aggregate
                  Contributions, plus any income and minus any loss allocable
                  thereto, shall be forfeited, if forfeitable, or if not
                  forfeitable, distributed no later than the last day of each
                  Plan Year to Participants to whose accounts such Excess
                  Aggregate Contributions were allocated for the preceding Plan
                  Year. If such Excess Aggregate Contributions are distributed
                  more than 2 1/2 months after the last day of the Plan year in
                  which such excess amounts arose, a ten (10) percent excise
                  tax shall be imposed on the Company maintaining the Plan with
                  respect to such amounts. Any distribution or forfeiture of
                  Excess Aggregate Contributions for any Plan Year shall be
                  made on the basis of the respective portions of such amounts
                  attributable to each Highly Compensated Employee. Excess
                  Aggregate Contributions shall be allocated to Participants
                  who are subject to the family member aggregation rules of
                  Code Section 414(q)(6) in proportion to the Participant
                  contributions and matching contributions of each family
                  member that are combined to determine the actual contribution
                  ratio. Excess Aggregate Contributions shall be treated as
                  Annual Additions under the Plan. In the event that any Excess
                  Aggregate Contributions returned under this Paragraph were
                  matched by Company Matching Contributions, those Company
                  Matching Contributions, together with earnings, shall be
                  forfeited and applied under this Paragraph.

                  Excess Aggregate Contributions shall be adjusted for any
                  income or loss. The income or loss allocable to Excess
                  Aggregate Contributions is the income or loss allocable to
                  the Participant's Participant Contribution account, Company
                  Matching Contribution account (if any, and if all amounts
                  therein are not used in the ADP test) and, if applicable,
                  Company Qualified Nonelective Contribution account and
                  Elective Deferral account for the Plan Year multiplied by a
                  fraction, the numerator of which is such Participant's Excess
                  Aggregate Contributions for the year and the denominator is
                  the Participant's account balance(s) attributable to Actual
                  Contribution Percentage amounts plus any withdrawals of these
                  amounts and without regard to any income or loss occurring
                  during such Plan Year.

                  Forfeitures of Excess Aggregate Contributions shall be
                  applied to reduce Company contributions. Excess Aggregate
                  Contributions attributable to amounts other than Participant
                  contributions, including forfeited matching contributions,
                  shall be treated as Company contributions for purposes of
                  Code Sections 404 and 415, even if distributed from the Plan.

                  Excess Aggregate Contributions shall first be distributed
                  from the Participant Nondeductible Voluntary Contributions
                  Account. To the extent that Excess Aggregate Contributions
                  exceed the balance in the Participant Nondeductible Voluntary
                  Contribution Account, the Excess Aggregate Contributions
                  shall be forfeited, if forfeitable, or distributed on a pro
                  rata basis from the Participant Matched Contribution accounts
                  and Company Matching Contribution accounts.


                                       24
<PAGE>


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

         The "Aggregate Limit" shall mean the greater of:

         (a) the sum of (i) 125 percent of the greater of the ADP of the
         non-Highly Compensated Employees for the Plan Year or the ACP of
         non-Highly Compensated Employees under the Plan subject to Code
         Section 401(m) for the Plan Year beginning with or within the Plan
         Year of the CODA and (ii) two percentage points plus the lesser of the
         relevant ADP or the relevant ACP. In no event, however, shall this
         amount exceed twice the lesser of the relevant ADP or the relevant
         ACP; or

         (b) (i) 125 percent of the lesser of the ADP of the non-Highly
         Compensated Employees for the Plan Year or the ACP of non-Highly
         Compensated Employees under the Plan subject to Code Section 401(m)
         for the Plan Year beginning with or within the Plan Year of the CODA
         and (ii) two percentage points plus the greater of the relevant ADP or
         the relevant ACP. In no event, however, shall this amount exceed twice
         the greater of the relevant ADP or the relevant ACP.

4.7      PERMITTED DISPARITY. Unless elected otherwise in Section (K), the
         Company Profit-Sharing Contribution for the Plan Year shall be
         allocated to each Participant's account:

         First, in the ratio that each Participant's Compensation not in excess
         of the integration level bears to all Participants' Compensation not
         in excess of the integration level, but such allocation percentage
         shall not be in excess of the profit-sharing maximum disparity rate.

         Second, any remaining contribution shall be allocated to each
         Participant's account in the ratio that each Participant's
         Compensation for the Plan Year in excess of the integration level
         bears to the excess Compensation of all Participants. This excess
         contribution, as a percentage of excess Compensation, cannot exceed
         two times the allocation percentage of the above paragraph.

         Third, any remaining Company Profit-Sharing contribution shall be
         allocated to each Participant's account in the ratio that each
         Participant's total Compensation bears to the sum of all Participants'
         total Compensation.


                                       25
<PAGE>


         The integration level shall be equal to the taxable wage base or such
         lesser amount elected by the Company in Section (K). The taxable wage
         base is the maximum amount of earnings which may be considered wages
         for a year under Code Section 3121(a)(1) in effect as of the beginning
         of the Plan Year.

         The profit-sharing maximum disparity rate shall be as follows:

                  If the integration level is more than $0 but not more than 20
                  percent of the taxable wage base, the rate shall be 5.7
                  percent.

                  If the integration level is more than 20 percent of the
                  taxable wage base but not more than 80 percent of the taxable
                  wage base, the rate shall be 4.3 percent. If the integration
                  level is more than 80 percent of the taxable wage base, but
                  less than 100 percent of the taxable wage base, the rate
                  shall be 5.4 percent. If the integration level used is equal
                  to the taxable wage base, the rate shall be 5.7 percent.

         The Company Profit-Sharing Contribution for top-heavy plans shall be
         allocated in accordance with Paragraph 16.2, Minimum Contribution
         Under a Top-Heavy Plan.

         Notwithstanding the preceding paragraphs, for any Plan Year this Plan
         benefits any Participant who benefits under another qualified plan or
         simplified employee pension plan, as defined in Code Section 408(k),
         maintained by the Company that provides for permitted disparity (or
         imputes disparity), Company contributions and forfeitures will be
         allocated to the account of each Participant in the ratio that such
         Participant's Compensation bears to the Compensation of all
         Participants.

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

4.8      COLLECTION OF PARTICIPANT CONTRIBUTIONS. Participant contributions
         shall be collected by the Company through payroll deduction or
         otherwise within the limits set forth in this Part. All such
         contributions shall be paid over to the Insurance Company.

4.9      COMPANY CONTRIBUTIONS - TIMING. The Company shall pay its
         Contributions for each Plan Year on or before the time required by law
         for filing the Company's federal income tax return (including
         extensions) for the taxable year with respect to which the
         contributions are made.


                                       26
<PAGE>


4.10     COMPANY CONTRIBUTIONS - PROFITS. If the Company elects in Section (M),
         Company contributions, including Elective Deferrals, may be made
         without regard to profits. The Plan shall continue to qualify as a
         profit-sharing plan for purposes of Code Sections 401(a), 402, 412 and
         417.

4.11     RETURN OF COMPANY CONTRIBUTIONS. Except as provided below, no part of
         the Plan's assets shall revert to the Company or be diverted for
         purposes other than the exclusive benefit of the Employees or their
         Beneficiaries:

         (a)      Any contribution made by the Company because of a mistake of
                  fact shall be returned to the Company upon written notice to
                  the Insurance Company. A contribution shall not be refunded
                  more than one year after the payment of the contribution.

         (b)      In the event that the Commissioner of Internal Revenue
                  determines that the Plan is not initially qualified under the
                  Code, any contribution made incident to that initial
                  qualification by the Company must be returned to the Company
                  within one year of the date the initial qualification is
                  denied but only if the application for the qualification is
                  made by the time prescribed by law for filing the Company's
                  return for the taxable year in which the Plan is adopted, or
                  such later date as the Secretary of the Treasury may
                  prescribe. After the denial of qualification and upon receipt
                  of evidence thereof, the Contract, and Policies shall be
                  canceled and an amount equal to the value of all
                  Participants' Accounts as determined in accordance with the
                  terms of the Contract or Policies shall be paid to the
                  Company.

         (c)      Any contribution made by the Company is conditioned on the
                  deductibility of such contribution, and shall be refunded to
                  the Company, to the extent disallowed, upon written notice to
                  the Insurance Company. A contribution shall not be returned
                  more than one year after the disallowance of the
                  contribution. If the Internal Revenue Service determines that
                  the Plan is not qualified, the amount returned shall be
                  determined under Paragraph 20.2.

4.12     ROLLOVER CONTRIBUTIONS. Subject to approval by the Administrator and
         Insurance Company and if permitted in Section (M), an Employee who
         satisfies the classification requirements of Section (D) may
         contribute to the Plan an amount which qualifies as a rollover
         contribution within the meaning of Code Sections 402(a)(5), 403(a)(4),
         or 408(d)(3)(A)(ii). As such, the rollover contribution must have been
         distributed to the Employee from a qualified employee trust or
         qualified annuity plan or must be a directed rollover from such trust
         or plan to this Plan as specified by the Employee; or from an
         individual retirement arrangement ("IRA"), but only if such funds
         originated from a qualified employee trust or qualified annuity plan.
         The amount distributed to the Employee from the qualified employee
         trust, qualified annuity plan or IRA must be transferred to the Plan
         in cash within 60 days after the Employee receives it. The maximum
         amount which the Employee may rollover is the amount distributed to
         him less the sum of nondeductible employee contributions made to the
         prior qualified employee trust or qualified annuity plan. A


                                       27
<PAGE>


         lesser amount may be rolled over and the difference retained by the
         Employee. The amount retained shall be subject to tax.

         The Rollover Contribution shall be paid to the Contract, and invested
         as selected in Section (M). Rollover contributions shall be accounted
         for separately and shall be fully vested at all times. The separate
         account established for Rollover Contributions shall be withdrawn in
         accordance with Section (O).

4.13     TRANSFERS OF AMOUNTS FROM OTHER PLANS. If the Plan amends and
         restates, or replaces a former plan that was qualified under Code
         Sections 401(a) or 403(a), the Company may cause amounts from such
         former plan to be transferred into the Contract subject to consent of
         the Insurance Company. At the discretion of the Administrator and
         subject to the consent of the Insurance Company, the Plan may also
         accept other plan-to-plan transfers. The amounts so transferred shall
         be accompanied by written instructions from the Administrator
         identifying: the former plan; this Plan; the name of each Participant;
         the amount of any account balance transferred to the Plan from the
         former plan attributable to the contributions of each Participant and
         of the Company on his behalf; the vesting percentage for amounts
         attributable to Company contributions; and any other information that
         may be required by the Insurance Company.

         The Administrator shall advise the Insurance Company in writing of the
         allocation of such amounts within the Contract. The amounts so
         transferred may be deposited in the Participant's Account in
         accordance with the most recent allocation instructions or with
         special allocation instructions. The amounts transferred shall be
         distributed to Participants in accordance with the terms of the Plan.

4.14     PARTICIPANT DEDUCTIBLE VOLUNTARY CONTRIBUTIONS. The Administrator
         shall not accept Participant Deductible Voluntary Contributions which
         are made for a taxable year beginning after December 31, 1986.
         Contributions made prior to that date shall be maintained in a
         separate account which shall be nonforfeitable at all times. The
         account shall share in the gains and losses of the Plan in the same
         manner as described in Paragraph 8.1. No part of the Participant
         Deductible Voluntary Contribution account shall be used to purchase
         life insurance. Subject to Paragraphs 14.3 and 14.4, the Participant
         may withdraw any part of the Deductible Voluntary Contribution account
         by making a written application to the Administrator.

4.15     ADDITIONAL REQUIREMENTS FOR OWNER-EMPLOYEES. If this Plan provides
         contributions for one or more owner-Employees who control both the
         business for which this Plan is established and one or more other
         trades or businesses, this Plan and the plan established for other
         trades or businesses must, when looked at as a single plan, satisfy
         Code Sections 401(a) and (d) for the Employees of this and all other
         trades or businesses.

         If this Plan provides contributions for one or more owner-Employees
         who control one or more trades or businesses, the Employees of the
         other trades or businesses


                                       28
<PAGE>


         must be included in a plan which satisfies Code Sections 401(a) and
         (d) and which provides contributions not less favorable than provided
         for owner-Employees under this Plan.

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

         For purposes of the preceding Paragraphs, an owner-Employee or two or
         more owner-Employees shall be considered to control a trade or
         business if such owner-Employee, or such two or more owner-Employees
         together:

         (a)      own the entire interest in an unincorporated trade or
                  business, or

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

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


                       PART V - LIMITATION ON ALLOCATIONS

5.1      MAXIMUM PERMISSIBLE AMOUNT. If the Participant does not participate
         in, and has never participated in another qualified plan maintained by
         the Company, a welfare benefit fund, as defined in Code Section
         419(e), maintained by the adopting Company, or an individual medical
         account as defined in Code Section 415(l)(2), maintained by the
         Company, which provides an Annual Addition as defined in Paragraph
         1.3, the amount of Annual Additions which may be credited to the
         Participant's Account for any Limitation Year shall not exceed the
         lesser of the Maximum Permissible Amount or any other limitation
         contained in this Plan. If the Company contribution that would
         otherwise be contributed or allocated to the Participant's Account
         would cause the Annual Additions for the Limitation Year to exceed the
         Maximum Permissible Amount, the amount contributed or allocated shall
         be reduced so that the Annual Additions for the Limitation Year shall
         equal the Maximum Permissible Amount.

         For purposes of applying Part V, Limitations on Allocations,
         compensation for a Limitation Year is the compensation actually paid
         or includible in gross income during such Limitation Year as defined
         in Paragraph 1.14 only.

5.2      ESTIMATE OF MAXIMUM. Prior to determining the Participant's actual
         Compensation for the Limitation Year, the Company may determine the
         Maximum


                                       29
<PAGE>


         Permissible Amount for the Participant on the basis of a reasonable
         estimation of the Participant's Compensation for the Limitation Year,
         uniformly determined for all Participants similarly situated.

5.3      RECONCILIATION. As soon as is administratively feasible after the end
         of the Limitation Year, the Maximum Permissible Amount for the
         Limitation Year shall be determined on the basis of the Participant's
         actual Compensation for the Limitation Year.

5.4      EXCESS ANNUAL ADDITIONS. If, pursuant to Paragraph 5.3 or as a result
         of the allocation of Forfeitures, there is an Excess Annual Addition,
         the excess shall be disposed of as follows:

         (a)      First, any Participant Nondeductible Voluntary Contributions,
                  and any earnings thereon, to the extent they reduce the
                  Excess Annual Additions, shall be returned to the
                  Participant.

                  Second, any Participant Matched Contributions, and any
                  earnings thereon, shall be returned to the Participant.

         (b)      If after the application of Paragraph (a) Excess Annual
                  Additions still exist, any Elective Deferrals and any
                  earnings thereon shall be returned to the Participant.

         (c)      If after the application of Paragraphs (a) and (b) Excess
                  Annual Additions still exist and the Participant is covered
                  by the Plan at the end of the Limitation Year, the Excess
                  Annual Additions in the Participant's Account shall be held
                  unallocated in a suspense account and used to reduce Company
                  contributions (including any allocation of forfeitures) for
                  such Participant in the next Limitation Year, and each
                  succeeding Limitation Year if necessary.

                  If after the application of Paragraphs (a) and (b) Excess
                  Annual Additions still exist, and the Participant is not
                  covered by the Plan at the end of the Limitation Year, the
                  Excess Annual Additions shall be held unallocated in a
                  suspense account. The suspense account shall be applied to
                  reduce future Company contributions (including allocation of
                  any forfeitures) for all remaining Participants in the next
                  Limitation Year, and each succeeding Limitation Year if
                  necessary.

                  The Excess Annual Additions in a Participant's Account shall
                  be determined as being first from Company Profit-Sharing
                  Contributions, then from Company Nonelective Contributions,
                  then from Company Qualified Matching Contributions, and
                  finally from Company Matching Contributions. Neither the
                  consent of the Participant nor the Participant's Spouse shall
                  be required to the extent that the distribution is required
                  to satisfy Code Section 415.

                  If a suspense account is in existence at any time during the
                  Limitation Year pursuant to this Paragraph 5.4, it shall
                  participate in the allocation of the


                                       30
<PAGE>


                  gains and losses. All amounts in a suspense account must be
                  allocated to Participants accounts before any Company or any
                  Participant contributions may be made to the Plan for that
                  Limitation year. Excess Annual Additions held in the suspense
                  account may not be distributed to Participants or Former
                  Participants.

5.5      IF COMPANY MAINTAINS OTHER DEFINED CONTRIBUTION PLANS. Prior to
         determining the Participant's actual Compensation for the Limitation
         Year, the Company may determine the Maximum Permissible Amount for a
         Participant in the manner described in Paragraph 5.2. This Paragraph
         applies if, in addition to this Plan, the Participant is covered under
         another qualified master or Prototype defined contribution plan
         maintained by the Company, a welfare benefit fund, as defined in Code
         Section 419(e), maintained by the Company, or an individual medical
         account, as defined in Code Section 415(l)(2), maintained by the
         Company, which provides an Annual Addition as defined in Paragraph
         1.3, during any Limitation Year. The Annual Additions which may be
         credited to the Participant's Account under this Plan for any such
         Limitation Year shall be limited in accordance with this Paragraph,
         unless the Company provides other limitations in Section (U). Annual
         Additions shall not exceed the Maximum Permissible Amount reduced by
         the Annual Additions credited to the Participant's Account under the
         other plans and welfare benefit funds for the same Limitation Year. If
         the Annual Additions with respect to the Participant under other
         defined contribution plans and welfare benefit funds maintained by the
         Company are less than the Maximum Permissible Amount and the Company
         contribution that would otherwise be contributed or allocated to the
         Participant's Account under this Plan would cause the Annual Additions
         for the Limitation Year to exceed this limitation, the amount
         contributed or allocated shall be reduced so that the Annual Additions
         under all such plans and funds for the Limitation Year shall equal the
         Maximum Permissible Amount.

         If the Annual Additions with respect to the Participant under such
         other defined contribution plans and welfare benefit funds in the
         aggregate are equal to or greater than the Maximum Permissible Amount,
         no amount shall be contributed or allocated to the Participant's
         Account under this Plan for the Limitation Year.

         As soon as is administratively feasible after the end of the
         Limitation Year, the Maximum Permissible Amount for the Limitation
         Year shall be determined on the basis of the Participant's actual
         Compensation for the Limitation Year. If, pursuant to the preceding
         sentence or as a result of the allocation of forfeitures, a
         Participant's Annual Additions under this Plan and such other plans
         would result in Excess Annual Additions for a Limitation Year, the
         Excess Annual Additions shall be deemed to consist of the Annual
         Additions last allocated, except that Annual Additions attributable to
         a welfare benefit fund or individual medical account shall be deemed
         to have been allocated first regardless of the actual allocation date.


                                       31
<PAGE>


         If an Excess Annual Addition was allocated to a Participant on an
         allocation date of this Plan which coincides with an allocation date
         of another plan, the Excess Annual Additions attributed to this Plan
         shall be the product of:

         (a)      The total Excess Annual Additions allocated as of such date,
                  times

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

         Any Excess Annual Additions attributed to the Plan shall be disposed
         of in the manner described in Paragraph 5.4.

5.6      IF COMPANY MAINTAINS OTHER PLANS. If the Participant is covered under
         another qualified defined contribution plan maintained by the Company
         which is not a master or Prototype Plan, Annual Additions which may be
         credited to the Participant's Account under this Plan for any
         Limitation Year shall be limited in accordance with Paragraphs 5.1
         through 5.6 as though the other plan were a master or Prototype Plan
         unless the Company provides other limitations in Section (T).

         If the Company maintains, or at any time maintained, a qualified
         defined benefit plan covering any Participant in this Plan, the sum of
         the Participant's Defined Benefit Plan Fraction and Defined
         Contribution Plan Fraction shall not exceed 1.0 in any Limitation
         Year. The Annual Additions which may be credited to the Participant's
         Account under this Plan for any Limitation Year shall be limited in
         accordance with Section (T).

5.7      CONTROLLED GROUP OF EMPLOYERS, ETC. For purposes of this Part,
         Employer shall mean the Company that adopts this Plan, and all members
         of a controlled group of corporations (as defined in Code Section
         414(b) as modified by Code Section 415(h)), all commonly controlled
         trades or businesses (as defined in Code Section 414(c) as modified by
         Code Section 415(h)), or affiliated service groups (as defined in Code
         Section 414(m)), of which the adopting Company is a part, and any
         other entity required to be aggregated with the Company pursuant to
         Regulations under Code Section 414(o).

5.8      DEFINITIONS.

         (a)      Defined Benefit Fraction - A fraction, the numerator of which
                  is the sum of a Participant's Projected Annual Benefit under
                  all the defined benefit plans (whether or not terminated)
                  maintained by the Company, and the denominator of which is
                  the lesser of: 125 percent of the dollar limitation
                  determined for the Limitation Year under Code Section 415(b)
                  and (d) or 140 percent of the highest average Compensation,
                  including any adjustments under Code Section 415(b).


                                       32
<PAGE>


                  The highest average Compensation is the Participant's average
                  Compensation for the three consecutive Years of Service with
                  the Company that produces the highest average. A Year of
                  Service with the Company is the 12-consecutive month period
                  defined in Paragraph 1.49.

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

         (b)      Projected Annual Benefit - The annual retirement benefit
                  (adjusted to an actuarially equivalent straight life annuity
                  if such benefit is expressed in a form other than a straight
                  life annuity or qualified joint and survivor annuity) to
                  which the Participant would be entitled under the terms of
                  the Plan assuming:

                  (i)      the Participant shall continue employment until
                           normal retirement date under the Plan (or current
                           age, if later) and

                  (ii)     the Participant's Compensation for the current
                           Limitation Year and all other relevant factors used
                           to determine benefits under the Plan shall remain
                           constant for all future Limitation Years.

         (c)      Defined Contribution Fraction - A fraction, the numerator of
                  which is the sum of the Annual Additions to the Participant's
                  Accounts under all the defined contribution plans (whether or
                  not terminated) maintained by the Company for the current and
                  all prior Limitation Years (including the Annual Additions
                  attributable to the Participant's Nondeductible Voluntary
                  Contributions to all defined benefit plans, whether or not
                  terminated, maintained by the Company and the Annual
                  Additions attributable to all welfare benefit funds, as
                  defined in Code Section 419(e), and individual medical
                  accounts, as defined in Code Section 415(l)(2), maintained by
                  the Company), and the denominator of which is the sum of the
                  maximum aggregate amounts for the current and all prior
                  Limitation Years of Service with the Company (regardless of
                  whether a defined contribution plan was maintained by the
                  Company). The maximum aggregate amount in any Limitation Year
                  is the lesser of: 125 percent of the dollar limitation
                  determined under Code Sections 415(b) and (d) in effect under
                  Code Section 415(c)(1)(A) or 35 percent of the Participant's
                  Compensation for such year.


                                       33
<PAGE>


                  If the Employee was a Participant as of the end of the first
                  day of the first Limitation Year beginning after December 31,
                  1986, in one or more defined contribution plans maintained by
                  the Company which were in existence on May 6, 1986, the
                  numerator of this fraction shall be adjusted if the sum of
                  this fraction and the defined benefit fraction would
                  otherwise exceed 1.0 under the terms of this Plan. Under the
                  adjustment, an amount equal to the product of (1) the excess
                  of the sum of the fractions over 1.0 times (2) the
                  denominator of this fraction, shall be permanently subtracted
                  from the numerator of this fraction. The adjustment is
                  calculated using the fractions as they would be computed as
                  of the end of the last Limitation Year beginning before
                  January 1, 1987, and disregarding any changes in the terms
                  and conditions of the Plan made after May 6, 1986, but using
                  the Code Section 415 limitation applicable to the first
                  Limitation Year beginning on or after January 1, 1987.


                      PART VI - PLAN INVESTMENT - CONTRACT

6.1      FUNDING POLICY. Plan benefits shall be provided under a Contract owned
         by the Company and any Policies purchased under Paragraph 7.1. The
         Company shall have the duty to establish attending policy to carry out
         the objectives of the Plan. The funding policy is intended to
         establish a desired ratio of fixed income to equity risk for the Plan
         taking into account plan liquidity and diversification needs, the type
         of qualified plan and the financial stability of the Company. The
         funding policy shall include the selection of investment funds offered
         by the Insurance Company and a determination of the portion of
         contributions and funds held under the Contract to be invested in the
         investment funds selected. The general funding policy of the Plan
         shall be at all times to maintain a balance between safety in capital
         investment and investment return. The funding policy should consider
         anticipated future contributions and rates of return on investments
         and should be designed to meet the short and long-term financial needs
         of the Plan. Once the Company has directed the investment of Plan
         assets under the Contract to achieve the basic assets mix objective,
         the Company shall monitor the Plan's participation in investment funds
         under the Contract. The Company shall meet periodically for the
         purpose of reviewing and, if necessary, revising the funding policy of
         the Plan.

         The Company may request the Insurance Company to amend the Contract to
         change the investment funds offered under the Contract. Any actions
         taken by the Company shall be communicated in writing to the
         Administrator and shall be recorded in the official records of the
         Company. The Company may delegate the responsibility for allocation of
         Plan assets among investment funds maintained by the Insurance Company
         to an investment manager by entering into an agreement for
         discretionary asset management services. An investment manager named
         by the Company shall serve at the pleasure of the Company, but may
         resign by a written resignation to the Company. The Company shall
         periodically review the performance of the investment manager.


                                       34
<PAGE>


6.2      CONTRACT. The Plan shall be funded by a Contract issued by the
         Insurance Company. The Company shall execute the application for the
         Contract and shall be the owner of such Contract. The Contract shall
         provide for investment of contributions in the general investment
         account and/or separate investment accounts offered by the Insurance
         Company. The Contract shall provide for the valuation of assets and
         Participants' Accounts as of each Valuation Date. The Contract shall
         provide the terms and conditions by which sums may be transferred
         between such investment funds or withdrawn from the Contract.

6.3      INSURANCE COMPANY'S AUTHORITY TO DIRECT INVESTMENTS. The Insurance
         Company shall be the fiduciary with authority to carry out the funding
         policy of the Plan subject to the following limitations:

         (a)      All contributions made under the Plan by and for a
                  Participant, less applicable Plan and Contract expenses, and
                  premiums to provide Policies shall be invested, as directed
                  by the Company (or investment manager, if appointed) in
                  written allocation instructions to the Insurance Company in
                  the general investment account and/or separate investment
                  accounts of the Insurance Company to the extent permissible
                  under the Contract.

         (b)      The Insurance Company shall follow directions of the Company
                  (or investment manager, if appointed) concerning the exercise
                  or non-exercise of any power or options concerning the
                  Contract and any Policies held under the Plan. However, if
                  sums under the Contract are invested in the separate
                  investment accounts of the Insurance Company, the Insurance
                  Company retains the right to, in its sole discretion,
                  exercise any of the powers of an owner with respect to
                  stocks, bonds, securities or other property held in the
                  separate investment accounts. Sums held under the Contract
                  may be transferred in accordance with its terms among
                  investment funds within the Contract by direction of the
                  Company (or investment manager, if appointed).

         (c)      The Insurance Company shall follow the directions of each
                  Participant to the extent provided in Paragraph 6.4.

         (d)      The Insurance Company shall invest funds according to the
                  stated objectives of its various investment funds. The
                  Company may obtain a description of such stated objectives
                  from the Insurance Company. The Insurance Company does not
                  make investments with a view to the needs of a particular
                  plan. The Company (or investment manager, if appointed)
                  retains the responsibility for allocation of funds between
                  the investment funds.

         (e)      For purposes of determining the fiduciary responsibilities of
                  the Insurance Company, the Contract is the Plan asset with
                  respect to contributions invested in the general investment
                  account. To the extent the Contract also invests in separate
                  investment accounts of the Insurance Company, the Plan assets
                  shall be the assets held by the separate investment accounts.


                                       35
<PAGE>


6.4      PARTICIPANT-DIRECTED INVESTMENTS. If permitted in Section (M)(1), each
         Participant shall designate in writing the investment funds under the
         Contract in which his Participant contributions and Company
         contributions on his behalf are to be invested. The investment funds
         which shall be available shall be stated in the Contract. Subject to
         the terms of the Contract, such Participant direction may be to
         allocate 100 percent of such contributions to one of the investment
         funds or to allocate such contributions among more than one investment
         fund, provided that such allocation shall be integral percentages. The
         Administrator may establish minimum percentages for any contribution
         on account of any Participant that may be allocated to each investment
         fund. If permitted in Section L, forfeitures shall be reallocated in
         the same percentages and in the same investment funds allocable to
         Company contributions. A Participant may elect in writing to change
         his allocation of future contributions. Such election shall become
         effective upon receipt by the Insurance Company. Subject to any
         restrictions in the Contract, a Participant may elect in writing to
         transfer all or a portion of his Participant's Account between
         investment funds as often as permitted by the Contract. If a
         Participant fails to make an initial written election, his
         Participant's Account shall be allocated to an investment fund
         designated by the Company and if none is designated, to the Guaranteed
         Interest Account under the Contract.

6.5      COMBINING ASSETS OF MORE THAN ONE PLAN IN A SINGLE CONTRACT. With the
         consent of the Insurance Company, the assets of the Plan may be
         combined with the assets of any other qualified retirement plan of the
         Company, or an affiliated Employer which is a member of the same
         controlled group of corporations (as defined in Code Section 414(b)),
         the same controlled group of trades or businesses (as defined in Code
         Section 414(c)) or the same affiliated service group (as defined in
         Code Section 414(m)) as the Company; in a single Contract for
         investment purposes without terminating the separateness of such Plan;
         provided that, in such event:

         (a)      Accounting records shall be maintained so that the assets of
                  each Plan can be separately determined.

         (b)      All contributions to the Contract shall be accompanied by
                  written instructions from the Company designating the amount
                  or amounts allocable to each Plan in which such Company
                  participates.

         (c)      None of the contributions and assets attributable to one Plan
                  shall be used to pay benefits or expenses under any other
                  plan.

                  So long as the foregoing provisions are complied with, the
                  provisions of Paragraph 18.7 shall not be deemed to apply to
                  such combining of assets in one Contract.


                                       36
<PAGE>


                     PART VII - PLAN INVESTMENT - POLICIES

7.1      REQUEST OF PARTICIPANT. At the Participant's request and if permitted
         by Section (N), the Company shall purchase life insurance Policies
         from the Insurance Company for the benefit of a Participant and his
         Beneficiary and charged against the Participant's Account. The
         premiums for the Policies shall be paid with Company contributions as
         elected in Section (N).

7.2      LIMITATIONS ON PURCHASE. In the event a Participant directs the
         Company to purchase a Policy or Policies on the Participant's life,
         the Company shall limit the amount of Company contributions to be
         invested in the Policies as follows:

         (a)      Ordinary life - For purposes of these incidental insurance
                  provisions, ordinary life insurance policies are policies
                  with both nondecreasing death benefits and nonincreasing
                  premiums. If such policies are purchased, less than 1/2 of
                  the aggregate Company contributions allocated to any
                  Participant shall be used to pay the premiums attributable to
                  them.

         (b)      Term and universal life - No more than 1/4 of the aggregate
                  Company contributions allocated to any Participant shall be
                  used to pay the premiums on term life insurance policies,
                  universal life insurance policies, and all other life
                  insurance policies which are not ordinary life.

         (c)      Combination - The sum of 1/2 of the ordinary life insurance
                  premiums and all other life insurance premiums shall not
                  exceed 1/4 of the aggregate Company contributions allocated
                  to any Participant.

7.3      COMPANY IS OWNER. The Company shall apply for and shall be the owner
         of any Policies purchased under the terms of this Plan. The Policies
         must provide that proceeds shall be payable to the Company, however
         the Company shall be required to pay over all proceeds of the policies
         to the Participant's designated Beneficiary in accordance with the
         distribution provisions of this Plan. A Participant's Spouse shall be
         the designated Beneficiary of the proceeds in all circumstances unless
         a Qualified Election has been made in accordance with Paragraph 1.44.
         Under no circumstances shall the Plan retain any part of the proceeds.
         In the event of any conflict between the terms of this Plan and the
         terms of any Policy purchased hereunder, the Plan provisions shall
         control.

7.4      PREMIUM PAYMENTS. All Policies shall, as far as is practical, have a
         common premium due date. The Company shall pay the initial and renewal
         premiums under the Policies on any Participant's life. If no
         contribution is to be made at the time a policy premium is due, the
         Company may pay the premium by a policy loan or by withdrawing the
         amount from the Participant's Account under the Contract if the limits
         set forth in Paragraph 7.2 are not exceeded.

7.5      DIVIDENDS. At the discretion of the Company, a Policy may provide
         that: (i) dividends be applied to accumulate with interest, or to
         purchase annual additions, in which case dividends shall be added to
         the proceeds of the Policy for the benefit of


                                       37
<PAGE>


         the Participant or his Beneficiary, or (ii) dividends shall be used to
         reduce premiums. Any dividends paid after retirement, however, shall
         be paid to the Participant; and any dividends paid after the
         Participant's death shall be added to and become a part of the
         proceeds of the Policy.

7.6      DISTRIBUTION OF POLICIES. Subject to Paragraph 14.3, if applicable,
         the Policies on the Participant's life shall be converted to cash or
         an annuity or distributed to the Participant upon commencement of
         benefits.

7.7      CHANGE IN AMOUNT OF INSURANCE. When an increase or decrease of the
         amount of insurance is required because of a change in the amount of
         contributions allocated to the Participant or because the aggregate
         Policy premiums would exceed the limits in Paragraph 7.2, the Company
         shall advise the Insurance Company to adjust the amount of the
         Participant's Policies.

7.8      POLICIES UPON TERMINATION OF EMPLOYMENT. In the event a terminated
         Participant is entitled to the full value of a Policy on his life, the
         Participant may request the Administrator to transfer and distribute
         the Policy to him. In the event a terminating Participant is not
         entitled to the full value of the Policy, the Administrator after
         consulting with the Participant, may:

         (a)      Surrender the Participant's Policy and pay the Participant's
                  vested portion to him;

         (b)      Obtain a policy loan equal to the nonvested portion of its
                  value and distribute the Policy to him; or

         (c)      Sell the Policy to the Participant for an amount equal to its
                  cash surrender value. The proceeds of the sale shall be
                  credited to the Participant's Account. If the Participant
                  declines to purchase the Policy, the Policy may also be sold
                  to: (i) a relative of the Participant who is a Beneficiary
                  under the Policy, (ii) the Company, or (iii) to another
                  employee benefit plan in which he is a Participant.


                       PART VIII - PARTICIPANT'S ACCOUNT

8.1      PARTICIPANT'S ACCOUNT. A separate account shall be maintained for each
         Participant to which shall be credited the Company contributions and
         earnings thereon. At any time, a Participant's Account shall equal:
         (i) the sum of the value of accounts established and maintained under
         the Contract on behalf of the Participant as of the latest Valuation
         Date, and (ii) the value of any Policies on the life of the
         Participant.

         Contributions of a Participant shall be accounted for separately from
         the Company's contributions. The Insurance Company shall maintain
         appropriate contribution


                                       38
<PAGE>


         accounts for each type of contribution referred to in Part IV and made
         to the Plan, including accounts for:

         (a)      Elective Deferrals (if elected in Section (G));

         (b)      Company Matching Contributions (if elected in Section (I))
                  and reallocated Matching Contribution forfeitures;

         (c)      Company Profit-Sharing Contributions (if elected in Section
                  (K)) and reallocated Profit-Sharing Contribution forfeitures;

         (d)      Company Qualified Nonelective Contributions (if elected in
                  Section (H));

         (e)      Company Qualified Matching Contributions (if elected in
                  Section (I));

         (f)      Participant Matched Contributions (if elected in Section
                  (J));

         (g)      Participant Nondeductible Voluntary Contributions (if elected
                  in Section (J));

         (h)      Rollover Contributions, if permitted under Section (M); and

         (i)      Direct transfers from other plans.

         Contributions made by or for a Participant shall be credited to the
         Participant's Account as of the date such contributions are applied
         under the Contract. The amount of any premium for Policies purchased
         by the Company shall be charged against the value of the Participant's
         separate accounts under this Plan. Administrative expenses shall be
         charged against the value of the Participants' accounts, unless the
         Company agrees to pay them. Such administrative expenses, if charged
         against the value of the Participants' accounts, shall be allocated on
         a pro rata basis among the investment funds under the Contract.

         Premiums for Policies on the life of the Participant shall be paid for
         with Company contributions as elected in Section (N). If premiums for
         Policies are paid for with both Elective Deferrals and other Company
         contributions, then the cash surrender value of the Policies derived
         from Elective Deferrals shall equal the value which bears the same
         ratio to the cash surrender value of the Policies as the total amount
         of Elective Deferrals used to pay Policy premiums bears to the total
         amount of premiums paid. The value of the Policies derived from
         Company Matching and/or Company Profit-Sharing Contributions is the
         cash surrender value of the Policies on the Participant's life less
         the cash surrender value of the Policies derived from Elective
         Deferrals.

8.2      VALUATION OF ACCOUNTS. The Administrator shall determine the value of
         each Participant's Account at least annually as of the last Valuation
         Date on or prior to the last day of the Plan Year.


                                       39
<PAGE>


                               PART IX - VESTING

9.1      FULL VESTING IN CERTAIN SEPARATE ACCOUNTS. Each Participant shall at
         all times have a 100 percent vested interest in the following
         accounts:

         (a)      Elective Deferral account (if elected in Section (G));

         (b)      Participant Matched Contribution account (if elected in
                  Section (J));

         (c)      Participant Nondeductible Voluntary Contribution account (if
                  elected in Section (J));

         (d)      Company Qualified Nonelective Contribution account (if
                  elected in Section (H));

         (e)      Company Qualified Matching Contribution account (if elected
                  in Section (I));

         (f)      Rollover Contributions account if permitted under Section
                  (M); and

         (g)      Account for direct transfers from other plans.

         In addition, each Participant shall be fully vested in the cash
         surrender value of any Policy on his life derived from Elective
         Deferrals.

9.2      VESTING IN PARTICIPANT'S ACCOUNTS ATTRIBUTABLE TO COMPANY MATCHING AND
         PROFIT-SHARING CONTRIBUTIONS. Each Participant shall be vested in the
         value of his: (i) Company Matching Contribution account, if any; (ii)
         Company Profit-Sharing Contribution account, if any; and reallocated
         forfeitures (if reallocated under Section (L)); and (iii) the cash
         surrender value of any Policy on his life derived from Company
         Profit-Sharing and/or Matching Contributions as follows:

         (a)      100 percent upon attainment of Participant's Normal
                  Retirement Date (as elected in Section (F));

         (b)      100 percent upon retirement on or after Participant's Early
                  Retirement Date (if elected in Section (F));

         (c)      100 percent upon Participant's death prior to the date an
                  annuity becomes effective;

         (d)      100 percent upon Participant's Disability Retirement Date (if
                  elected in Section (F)); and

         (e)      at any other time, including Termination of Employment, the
                  percentage determined in accordance with the vesting schedule
                  specified in Section (R).


                                       40
<PAGE>


9.3      VESTING YEARS OF SERVICE/BREAKS IN SERVICE. All Years of Service with
         the Company shall be included for purposes of determining the
         Participant's vested interest under Paragraph 9.2(e), except that
         Years of Service shall not include Service disregarded in Section (R).
         For purposes of computing a Participant's nonforfeitable right to the
         Account balance derived from Company contributions, the Years of
         Service and Breaks in Service shall be the Plan Year.

         In the case of a Participant who incurred a One-Year Break in Service,
         Years of Service before such Break shall not be taken into account
         until the Participant has completed a Year of Service after such Break
         in Service.

         In the case of a Participant who has 5 or more consecutive One-Year
         Breaks in Service, all service after such Breaks in Service shall be
         disregarded for the purpose of vesting the Company-derived account
         balance that accrued before such Breaks in Service. Such Participant's
         pre-break service shall count in vesting the post-break
         Company-derived account balance only if either:

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

         (b)      upon returning to service the number of consecutive One-Year
                  Breaks In Service is less than the number of Years Of
                  Service.

         Separate accounts shall be maintained for the Participant's pre-break
         and post-break Company-derived account balance. Both accounts shall
         share in the earnings and losses of the fund.


                        PART X - IN-SERVICE WITHDRAWALS

10.1     IN GENERAL. A Participant or former Participant may request cash
         withdrawals or a Direct Rollover of an Eligible Rollover Distribution,
         under the Plan in accordance with Paragraph 14.4, if operative, and
         procedures established by the Administrator, subject to the sequence
         and conditions for withdrawal set forth in Paragraph 10.2. The minimum
         amount of withdrawal shall be set by the Administrator. If Paragraph
         14.3 is operative, withdrawals that may be made are subject to the
         spousal and Participant consent requirements contained in Code
         Sections 401(a)(11) and 417.

10.2     SEQUENCE AND CONDITIONS FOR WITHDRAWAL. A Participant shall request
         the Administrator to effect a cash withdrawal and such amounts shall
         be debited from his Participant's Account. The Administrator shall
         withdraw amounts in the following sequence and upon the following
         conditions:

         (a)      First (if permitted by Section (O)), a Participant may
                  withdraw all or part of the value from his contribution
                  accounts for Participant Nondeductible Voluntary
                  Contributions and for Participant Matched Contributions.


                                       41
<PAGE>


         (b)      Second (if permitted by Section (O)), a Participant may
                  withdraw all or part of the value of his contribution account
                  for Rollover Contributions.

         (c)      Third (if permitted by Section (O)), a Participant may
                  withdraw all or part of the full value of his vested interest
                  determined under Section (R) in his contribution accounts
                  for: Company Matching Contributions; Company Profit-Sharing
                  Contributions; and transfers from Employer-provided benefits
                  from other plans.

                  If a Participant receives a withdrawal attributable to
                  Company contributions, the Participant's future vested
                  interest after the distribution shall be equal to an amount
                  ("X") determined by the formula:

                               X = P(AB + D) - D

                  For purposes of applying the formula: P is the nonforfeitable
                  percentage at the relevant time, AB is the account balance at
                  the relevant time, and D is the amount of the withdrawal.

         (d)      Fourth (if permitted by Section (O)), a Participant may
                  withdraw all or part of the value of his account for Elective
                  Deferrals, Company Qualified Matching Contributions and
                  Company Qualified Nonelective Contributions if the
                  Participant is age 59 1/2 or older. If a Participant is less
                  than age 59 1/2, a Participant may withdraw upon written
                  request to the Administrator all or part of his Elective
                  Deferrals (and earnings thereon accrued as of December 31,
                  1988) due to financial hardship.

10.3     FINANCIAL HARDSHIP. A withdrawal shall be on account of financial
         hardship if it is based on an immediate and heavy financial need of
         the Participant where such Participant lacks other available
         resources. The following are the only financial needs considered
         immediate and heavy: (1) expenses incurred or necessary for medical
         care, described in Code Section 213(d) of the Participant, his Spouse,
         children or dependents; (2) the purchase (excluding mortgage payments)
         of a principal residence for the Participant; (3) payment of tuition
         and related educational fees and room and board expenses for the next
         12 months of post-secondary education for the Participant, his Spouse,
         children or dependents; or (4) the need to prevent eviction of the
         Participant from, or a foreclosure on the mortgage of, the
         Participant's principal residence.

         A withdrawal shall be considered necessary to satisfy an immediate and
         heavy financial need of the Participant only if:

         a.       The Participant has obtained all distributions other than
                  hardship distributions, and all non-taxable loans under all
                  plans maintained by the Company;

         b.       All plans maintained by the Company provide that the
                  Participant's Elective Deferrals (and Participant
                  contributions) shall be suspended for twelve months after
                  receipt of the hardship distribution;


                                       42
<PAGE>


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

         d.       All plans maintained by the Company provide that the
                  Participant may not make Elective Deferrals for the
                  Participant's taxable year immediately following the taxable
                  year of the hardship distribution in excess of the applicable
                  limit under Code Section 402(g) for such taxable year less
                  the amount of such Participant's Elective Deferrals for the
                  taxable year of the hardship distribution.

10.4     NO FORFEITURE OF PARTICIPANT'S ACCOUNT ATTRIBUTABLE TO PARTICIPANT
         CONTRIBUTIONS. No forfeiture of the Participant's account shall occur
         solely as a result of the withdrawal of Participant contributions.


                          PART XI - PARTICIPANT LOANS

11.1     IN GENERAL. If permitted in Section (P) and if the Company has
         designated Trustees for this loan program pursuant to the Trust, a
         Participant or beneficiary who is a party-in-interest with respect to
         the Plan may request a loan under the Plan. All loans made by the
         Trustees shall be subject to the terms and conditions set forth in
         this Part and the Trust. A loan to a Participant is considered a
         Participant-directed investment.

         The Trustee shall have the responsibility to develop rules regarding
         the financial ability of the Participant to repay the amount he seeks
         to borrow and the authority to adopt additional terms and conditions,
         provided that all such rules, terms and conditions shall apply to all
         Participants uniformly. Loans shall be made available to all
         Participants on a reasonably equivalent basis and such availability
         shall be communicated to all Participants. The amount available to
         Highly Compensated Employees shall not be in an amount greater than
         the amount made available to other Employees.

         No loan shall be made to any owner-Employee or shareholder-Employee
         unless such Participant has applied for and received a prohibited
         transaction exemption. For purposes of this requirement, a
         shareholder-Employee means an Employee or officer of an electing small
         business (Subchapter S) corporation who owns (or is considered as
         owning within the meaning of Code Section 318(a)(1), on any day during
         the taxable year of such corporation, more than 5 percent of the
         outstanding stock of the corporation.

         The order of withdrawal from contribution accounts for loans are:
         Deferred Salary/Deferred Bonus, Qualified Nonelective/Qualified
         Elective, Rollover/Transfer, Company Profit-Sharing, Company Matching
         and Participant Nondeductible Voluntary Contributions, to the extent
         there are assets in the contribution accounts.


                                       43
<PAGE>


         The amount withdrawn from the Participant's accounts shall be prorated
         across all funds in which the accounts are invested.

11.2     APPLICATION FOR LOANS. The Participant shall make written application
         for a loan to the Trustee, on a form provided by the Administrator and
         executed by the Participant. The Participant shall execute a
         promissory note in the amount of the loan including interest, payable
         to the Trustee, which indicates the repayment period, the amount of
         loan, the rate of interest and other provisions pertaining to
         repayment of the loan.

         Loans must be adequately secured. At the time each new loan is made,
         in no event shall the sum of the new loan and remaining principal
         balance of any loan outstanding be secured by less than one-half of
         the Participant's current vested account balance under the Plan.
         Additionally, no more than 50 percent of the Participant's vested
         account balance will be considered by the Plan as security for the
         outstanding loan balance of all Plan loans made to that Participant.

         If Paragraph 14.3 is operative, a Participant must obtain the consent
         of his Spouse, if any, to use the account balance as security for the
         loan. Spousal consent shall be obtained no earlier than the beginning
         of the 90-day period that ends on the date on which the loan is to be
         so secured. The consent must be in writing, must acknowledge the
         effect of the loan, and must be witnessed by a plan representative or
         notary public. Such consent shall thereafter be binding with respect
         to the consenting Spouse or any subsequent Spouse with respect to that
         loan. A new consent shall be required if the account balance is used
         for renegotiation, extension, renewal, or other revision of the loan.

         If valid spousal consent has been obtained in accordance with the
         prior Paragraph, then, notwithstanding any other provision of this
         Plan, the portion of the Participant's vested account balance used as
         a security interest held by the Plan by reason of a loan outstanding
         to the Participant shall be taken into account for purposes of
         determining the amount of the account balance payable at the time of
         death or distribution, but only if the reduction is used as repayment
         of the loan.

11.3     AMOUNT OF LOAN. The minimum loan shall be $1,000. The aggregate amount
         of any new loan and of all other outstanding loans made to the
         Participant shall be limited to the lesser of:

         (a)      $50,000 reduced by the excess (if any) of the highest
                  outstanding balance of loans during the 1-year period ending
                  on the day before the loan application is approved by the
                  Trustee over the outstanding balance of loans from the Plan
                  on the date the loan application is approved, or

         (b)      One-half the present value of the nonforfeitable accrued
                  benefit of the Participant.


                                       44
<PAGE>


         For the purpose of the above limitation, all loans from all plans of
         the Company and other members of a group of Employers described in
         Code Sections 414(b), 414(c) and 414(m) are aggregated.

11.4     INTEREST RATE. Loans must bear a reasonable rate of interest. The rate
         of interest shall be the prevailing rate used by commercial lending
         institutions.

11.5     REPAYMENTS. The loan repayment period shall not exceed five years. If
         elected in Section (P), this 5-year requirement shall not apply to any
         loan used to acquire a principal residence for the Participant. The
         maximum repayment period for such home loans shall be a reasonable
         number of years.

         Repayment of loans (principal and interest) shall be by payroll
         deduction, on a level amortization basis over the term of the loan.
         All loan repayments shall be transmitted monthly to the Insurance
         Company, and invested in accordance with Section (M). Subject to
         approval by the Insurance Company, a Participant may prepay all or a
         portion of the loan principal prior to separation from service.

         Loan repayments returned to the Participant's account(s) shall be
         prorated based on the amount of the loan withdrawn from the
         account(s). The money shall be placed in the Contract's funds and/or
         invested in Shares of the Fund based on the Participant's and/or
         Company's current investment selections, unless otherwise stipulated
         in a prepayment agreement with the Insurance Company and/or Fund. In
         no event shall any part of a Participant's loan repayment be allocated
         to an alternate payee's account.

         As of such valuation dates as the Trustee may set from time to time,
         but not less frequently than once every twelve months, the Trustee
         shall report to the Company the outstanding balance of such loans and
         the fair market value of the other assets held in the Trust.

11.6     DEFAULT AND/OR ACCELERATION. Default shall be defined in the
         Participant's promissory note or other loan documents. The Trustee
         must notify the Insurance Company when a Participant defaults on a
         loan repayment. In the event the Participant defaults on a loan
         repayment, the Trustee shall notify the Participant that the loan is
         immediately due and payable. The Trustee may also direct the
         Administrator to refuse to make any Plan benefit payment otherwise due
         to the Participant or Beneficiary until scheduled loan repayments are
         made, or to offset overdue loan repayments against the amount of
         benefits which otherwise may be due. In the event of default,
         attachment of security shall not occur until a distributable event
         occurs in the Plan.

         The loan must be paid in full upon the Participant's death, disability
         or separation from service, upon the Participant's failure to make
         loan repayments for three consecutive months or failure to receive
         Compensation in an amount at least equivalent to the periodic loan
         repayment amount for over three consecutive months, or upon
         termination of this Plan or the Trust. The Trustee may also direct the


                                       45
<PAGE>


         Administrator to offset the remaining loan balance against the amount
         of benefits which otherwise may be due the Participant or Beneficiary.


                      PART XII - TERMINATION OF EMPLOYMENT

12.1     NOTICE OF TERMINATION OF EMPLOYMENT. If the Termination of Employment
         of a Participant occurs, the Company shall immediately give written
         notice to the Administrator of the date of Termination of Employment
         of such Participant. Upon receipt of such notice, the Administrator
         shall determine the Participant's vested interest in his Participant's
         Account pursuant to Part IX, Vesting, or if the Plan is or was
         top-heavy pursuant to Part XVI.

12.2     AMOUNT OF PARTICIPANT'S BENEFIT. The amount of a Participant's Plan
         benefit upon Termination of Employment shall equal his vested
         Participant's Account. A Participant whose Termination of Employment
         occurs prior to the end of the Plan Year shall share in Company
         contributions and reallocations of forfeitures credited prior to his
         Termination of Employment, but shall or shall not share in Company
         contributions and reallocated forfeitures for such Plan Year credited
         after the date of his Termination of Employment as elected in Section
         (K) and (L).

12.3     PARTICIPANT'S ELECTION OF A FORM OF BENEFIT. If Termination of
         Employment occurs, the Participant shall receive his vested
         Participant's Account in a form of benefit elected by him, subject to
         the provisions of Paragraph 14.3 or 14.4, whichever is operative. The
         Participant's election shall occur within 60 days after the forms of
         benefit first become available to him. Written notice shall be made on
         such forms provided by the Administrator, including a form necessary
         to comply with Paragraph 14.3 or 14.4, whichever is operative. The
         forms of benefit are:

         (a)      Option A. The Participant may elect to continue his Account
                  until age 70 1/2 (if elected in Section (S)(1)), his Normal
                  Retirement Date or earlier, at which time he may elect Option
                  B, Option C, Option D,, or Option E (if permitted in Section
                  (S)(1)). If the Participant dies prior to commencement of
                  retirement benefits, the value of the Participant's Account
                  shall be paid in one sum to his Beneficiary.

         (b)      Option B. The Participant may elect to receive an annuity in
                  accordance with Part XIV, Retirement Benefits, to commence on
                  his Early Retirement Date, if permitted in Section (F)(2), or
                  on his Normal Retirement Date as specified in Section (F)(1).
                  Once made this election shall be irrevocable.

         (c)      Option C. If permitted in Section (S)(1), the Participant may
                  elect a one-sum cash payment. Such election is subject to a
                  Qualified Election if Paragraph 14.3 is operative. One-sum
                  cash payments or a partial cash payment in addition to any of
                  the other options shall be made during the Plan Year in which
                  the event which gives rise to the distribution occurs or as
                  soon thereafter as is reasonably practical.


                                       46
<PAGE>


         (d)      Option D. If permitted in Section (S)(1), the Participant may
                  elect installment payments, in accordance with Paragraph
                  14.2, to commence upon separation from service. Such election
                  is subject to a Qualified Election if Paragraph 14.3 is
                  operative.

         (e)      Option E. Subject to the consent of the Administrator and the
                  Insurance Company, and in accordance with procedures set
                  forth in the recipient plan, the Participant may elect a
                  plan-to-plan transfer. The account balance shall be
                  transferred to the Participant's account under a plan
                  maintained by his new employer that is qualified under Code
                  Sections 401(a) or 403(a).

         (f)      A Participant may elect to have any portion of an Eligible
                  Rollover Distribution paid directly to an Eligible Retirement
                  Plan specified by the Participant in a Direct Rollover.

         If the value of the Participant's vested account balance derived from
         Company and Participant contributions exceeds (or at the time of any
         prior distribution exceeded) $3,500, and the account balance is
         immediately distributable, the Participant and the Participant's
         Spouse (if Paragraph 14.3 is operative), (or where either the
         Participant or the Spouse has died, the survivor) must consent to any
         distributions of such Account balance. Consent is not valid unless the
         Administrator notifies the Participant and the Participant's Spouse of
         the right to defer any distribution until the Participant's Account
         balance is no longer immediately distributable. The notice shall
         acknowledge the right, if any, to defer distributions and must
         describe the investment features.

         Notwithstanding any form of benefit permitted under this Paragraph, if
         a distribution from a Participant's Account would cause the remaining
         account balance to equal or to be less than $3,500, such distribution
         will only be permitted if the entire vested account balance is
         distributed.

         An amount distributed to a Participant prior to his attaining age 59
         1/2 (except for amounts distributed due to disability, death,
         separation from service on or after attaining age 55 or equal periodic
         payments made for the life or life expectancy of the Participant and
         Spouse) may be deemed to be a premature distribution made during a
         taxable year. The distribution is subject to a 10 percent excise tax
         on the portion of the amount received which is includible in his gross
         income for the taxable year.

12.4     FORFEITURE OF NONVESTED PORTION OF PARTICIPANT'S ACCOUNT. If a
         Participant terminates employment, the amounts which were in excess of
         his vested interest shall be withdrawn from the appropriate investment
         funds under the Contract and under the Funds and any Policies and
         shall be allocated to the fixed investment option under the Contract.
         If the value of the Participant's vested account balance derived from
         Company and the Participant contributions is not greater than $3,500,
         the Participant shall receive a distribution of the value of the
         entire vested portion of such account balance and the nonvested
         portion shall be treated as a forfeiture. For purposes of this
         Paragraph and Paragraph 12.5, if the value of a Participant's vested


                                       47
<PAGE>


         account balance is zero, the Participant shall be deemed to have
         received a distribution of such vested account balance. A
         Participant's vested account balance shall not include accumulated
         Participant Deductible Voluntary Contributions within the meaning of
         Code Section 72(o)(5)(B) for Plan Years beginning prior to January 1,
         1989.

         If a Participant terminates service, and elects, in accordance with
         Section (T), to receive the value of the Participant's vested account
         balance, the nonvested portion shall be treated as a forfeiture. If
         the Participant elects to have distributed less than the entire vested
         portion of the account balance derived from Company contributions, the
         part of the nonvested portion that shall be treated as a forfeiture is
         the total nonvested portion multiplied by a fraction, the numerator of
         which is the amount of the distribution attributable to Company
         contributions and the denominator of which is the total value of the
         vested Company derived account balance.

         In the case of a Participant who receives a distribution of part of
         his Account attributable to Company contributions and does not repay
         under Paragraph 12.5, the Participant's future nonforfeitable interest
         at any relevant time shall be equal to an amount ("X") determined by
         the formula:

                               X = P(AB + D) - D

         For purposes of applying the formula: P is the nonforfeitable
         percentage at the relevant time, AB is the account balance at the
         relevant time, and D is the amount of the distribution.

12.5     REPAYMENT. In accordance with Section (S), a returning Participant may
         repay the full amount of any distribution from the Plan attributable
         to Company contributions made on account of Termination of Employment.
         All or part of the amount of the distribution attributable to
         Participant contributions may also be repaid. Such repayment, if any,
         must be made before the earlier of:

         (a)      five years after the first date on which the Participant is
                  subsequently reemployed by the Company; or

         (b)      the date the Participant incurs five consecutive One-Year
                  Breaks in Service following the date of distribution.

         If a Participant receives or is deemed to receive a distribution
         pursuant to this Part and the Participant resumes employment covered
         under this Plan before incurring five consecutive One-Year Breaks in
         Service, the amount so forfeited, unadjusted for subsequent gains and
         losses, shall be restored to the Participant's Account at the end of
         the Plan Year, subject to the repayment requirement if elected in
         Section (S). Permissible sources for restoration of the Participant's
         Account are amounts forfeited from his Account, other forfeitures, and
         if necessary an extraordinary Company contribution sufficient when
         added to the forfeiture to restore the Participant's Account.


                                       48
<PAGE>


         Any Policy distributed to the Participant that is still in effect on a
         premium-paying basis on the date of repayment may be transferred to
         the Plan, and the cash value shall be counted as part of the amount
         repaid.


                            PART XIII - FORFEITURES

13.1     OCCURRENCE OF FORFEITURE. In accordance with Paragraph 12.4, a
         forfeiture shall occur as of the date a Participant terminates
         employment with the Company and receives a distribution. If the
         Participant does not receive a distribution, forfeiture shall occur
         after five (5) consecutive One-Year Breaks in Service. The forfeiture
         shall be the Participant's account attributable to Company Matching
         and Profit-Sharing Contributions which has not become vested under
         Part IX. In addition, a Highly Compensated Participant shall forfeit
         his nonvested Company contributions (and earnings thereon) in excess
         of the amount permitted under the Actual Contribution Percentage
         limits of Paragraph 4.4 and such forfeitures shall be applied under
         Paragraph 4.5(b). A Participant shall not forfeit any part of his
         nonvested Participant's account attributable to Company contributions
         solely as a result of a withdrawal prior to retirement under Part X.
         Furthermore, a Participant shall not forfeit any part of his
         Participant's account for any other cause.

         The nonvested portion of a Company contribution or a forfeiture
         allocation credited to a Participant's account in a Plan Year
         following his Termination of Employment shall be allocated at the next
         allocation date.

13.2     APPLICATION OF FORFEITURES. Forfeitures shall first be allocated to
         the accounts of Participants whose benefits are entitled to be
         restored under Paragraph 12.4. The remaining forfeitures shall then be
         applied in the manner elected in Section (L). If forfeitures are
         reallocated, a Participant whose employment is terminated before the
         end of the Plan Year, but after he has completed 1,000 Hours of
         Service or more during the Plan Year shall or shall not share in
         reallocated forfeitures for the Plan Year allocated after the date of
         his Termination of Employment as elected in Section (L). Forfeitures
         derived from Company Matching Contributions and Company Profit-Sharing
         Contributions shall be reallocated to the account for Company
         Profit-Sharing Contributions of each Participant who is entitled to
         share in the forfeitures. Forfeitures shall not be reallocated to a
         Participant to the extent it would be an Excess Annual Addition under
         Part V, Limitation on Allocations. If more than one Company adopts the
         Plan, any forfeitures reallocated will be applied in accordance with
         Section (L).


                         PART XIV - RETIREMENT BENEFITS

14.1     NORMAL FORM OF RETIREMENT BENEFIT. The Normal Form of benefit shall be
         a one-sum cash distribution or, at the election of the Participant,
         the form of benefit described in Paragraph 14.2.


                                       49
<PAGE>


14.2     OPTIONAL FORMS OF BENEFIT. The Participant may elect a form of
         distribution consisting of installments, any form of annuity provided
         by the Insurance Company, a Direct Rollover of an Eligible Rollover
         Distribution or a partial cash payment in addition to the optional
         form of benefits described in this section, instead of the Normal Form
         described in Paragraph 14.1.

         Installment payments shall be made over a period not to exceed the
         Participant's (or the Participant's and Spouse's) life expectancy.

         Any annuity contract distributed herefrom must be nontransferable. The
         terms of any annuity contract purchased and distributed by the Plan to
         a Participant and Spouse shall comply with the requirements of this
         Plan.

14.3     SPECIAL RULE. This Paragraph shall be operative with respect to the
         Participant if it is determined that this Plan is a direct or indirect
         transferee of a defined benefit plan, money purchase plan, target
         benefit plan, stock bonus or profit-sharing plan which is subject to
         the survivor annuity requirements of Code Sections 401(a)(11) and 417.
         In addition, this Paragraph applies to the Participant if at least one
         of the following two conditions are met: (1) the Participant elects
         retirement benefits in the form of a life annuity under Paragraph
         14.2, and (2) on the death of the Participant, the Participant's
         vested account balance is not paid to the Participant's surviving
         Spouse in accordance with Paragraph 15.1.

         If this Paragraph is operative, the Normal Form of benefit shall be a
         life annuity. The Normal Form shall be paid to a Participant who is
         not married and does not elect a one-sum cash payment or an optional
         form of benefit under Paragraph 14.2. A married Participant's entire
         account balance (attributable to both Company and Participant
         contributions) shall be paid in the form of an Automatic Joint and
         Survivor Annuity, unless a one-sum cash payment or an optional form of
         benefit is selected (pursuant to a Qualified Election) within the
         90-day period ending on the annuity starting date. The annuity
         starting date is the first day of the first period for which an amount
         is paid as an annuity or any other form.

         In the case of an Automatic Joint and Survivor Annuity, the
         Administrator shall provide each Participant no less than 30 days and
         no more than 90 days prior to the annuity starting date a written
         explanation of: (i) the terms and conditions of an Automatic Joint and
         Survivor Annuity; (ii) the Participant's right to make and effect of
         an election to waive the Automatic Joint and Survivor Annuity form of
         benefit; (iii) the rights of a Participant's Spouse; and (iv) the
         right to make, and the effect of, a revocation of a previous election
         to waive the Automatic Joint and Survivor Annuity.

14.4     WAIVER OF THIRTY-DAY PERIOD FOR CONSENT

         If the provisions of Paragraph 14.3 are not operative, a distribution
         may commence less than 30 days after the notice required under Section
         1.411(a)-11(c) of the Income Tax Regulations is given, that: (1) the
         Administrator clearly informs the Participant that the Participant has
         a right to a period of at least 30 days after


                                       50
<PAGE>


         receiving the notice to consider the decision of whether or not to
         elect a distribution (and, if applicable, a particular distribution
         option); and (2) the Participant, after receiving the notice,
         affirmatively elects a distribution.

14.5     AMOUNT OF RETIREMENT BENEFIT. The amount of a Participant's retirement
         benefit shall equal the Participant's vested account balance. The
         vested account balance is the aggregate value of the Participant's
         vested Account balances derived from Company and Participant
         contributions (including rollovers), including the proceeds of
         insurance contracts, if any, on the Participant's life.

         Upon retirement, contributions by or on behalf of a Participant shall
         cease. If a Participant retires prior to the end of a Plan Year, any
         contributions credited prior to retirement to his Participant's
         Account for the Plan Year shall be applied for him as part of his
         retirement benefit.

14.6     PARTICIPANT ELECTION OF A RETIREMENT DATE. A Participant shall be
         entitled to a retirement benefit upon separation from service:

         (a)      On or after his Normal Retirement Date as designated in
                  Section (F);

         (b)      On his Early Retirement Date as permitted in Section (F);

         (c)      On his Disability Retirement Date as permitted in Section
                  (F).

         The Participant's Account shall be paid in a form and on a Retirement
         Date elected by the Participant. A Participant shall give the
         Administrator written notice of his intention to retire on a
         Retirement Date within 90 days prior to separation from service.
         Written notice shall be made on a form required by the Administrator.

         If a Participant separates from service before satisfying the age
         requirement for early retirement, if elected in Section (F), but has
         satisfied the Service requirement, the Participant shall be entitled
         to elect an early retirement benefit upon satisfaction of such age
         requirement.

14.7     PARTICIPANT'S RIGHT TO DEFER RETIREMENT. A Participant may defer
         retirement without Company approval. If, however, any Participant
         after the age of 65 is employed in a bona-fide executive or high
         policymaking position during the two-year period immediately before
         his retirement date and if such Participant is entitled to an
         immediate nonforfeitable annual retirement benefit from this Plan and
         from all other pension, profit-sharing, savings or deferred
         compensation plans of the Company, or any combination of such plans,
         which equals, in aggregate $44,000 or more, then the Company may
         provide for the retirement of such Participant on or after Normal
         Retirement Date without such Participant's consent.

         In the case of continued employment after Normal Retirement Date,
         Company contributions and forfeitures shall continue to be allocated
         on behalf of Participants. Investment gains and losses shall continue
         to be credited to the Participant's


                                       51
<PAGE>


         Account. A Participant who defers retirement after his Normal
         Retirement Date shall defer distribution of his Participant's Account,
         in accordance with Paragraph 14.8.

14.8     DISTRIBUTION OF RETIREMENT BENEFITS. If the Participant's Account
         balance is $3,500 or less, the entire Participant's Account shall be
         distributed. No one-sum cash distribution shall be made under the
         preceding sentence after the annuity starting date.

         Unless the Participant elects otherwise, distribution of benefits
         shall begin the first day of the calendar month coincident with or,
         otherwise, next following the later of:

         (a)      the Participant attaining age 65 (or Normal Retirement Date,
                  if earlier);

         (b)      the 10th anniversary of the year in which the Participant
                  commenced participation in the Plan; or,

         (c)      the Participant terminates service with the Company;
                  provided, however, that if the Participant's vested account
                  balance derived from Company and Participant contributions
                  exceeds $3,500, no distribution shall be made without the
                  consent of the Participant (and, if Paragraph 14.3 is
                  operative, surviving Spouse) before the Participant attains
                  or would have attained, if not deceased, the later of the
                  Normal Retirement Date or age 62. Failure to consent shall be
                  deemed an election to defer commencement of payment of any
                  benefit.

         If allowed in Section (F), a retired Participant may also elect to
         defer payment of any benefit after retirement. However, the entire
         interest of the Participant must be distributed or begin to be
         distributed no later than the Participant's required beginning date.
         The required beginning date of a retired or active Participant is the
         first day of April following the calendar year in which such
         individual attains age 70 1/2, except as otherwise elected in
         accordance with Part XXI. Notwithstanding the prior sentence, if an
         active Participant attained age 70 1/2 in 1987 or earlier, and was not
         a 5 percent owner in any year since attaining age 66 1/2, the
         Participant's account balance can be distributed upon retirement. The
         minimum distribution for other calendar years, including the minimum
         distribution for the distribution calendar year in which the
         Participant's required beginning date occurs, must be made on or
         before December 31 of that distribution calendar year. A distribution
         calendar year is a calendar year for which a minimum distribution is
         required. The first distribution calendar year is the calendar year
         immediately preceding the calendar year which contains the
         Participant's required beginning date. Neither the consent of the
         Participant nor of the Participant's Spouse shall be required to the
         extent that a distribution is required to satisfy this Paragraph.

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


                                       52
<PAGE>


14.9     MINIMUM AMOUNTS TO BE DISTRIBUTED FROM PARTICIPANT ACCOUNT. If a
         Participant has attained age 70 1/2, benefits to be distributed in
         installment payments will not exceed a period beyond the life
         expectancy of the Participant or the joint life and last survivor
         expectancy of the Participant and the Participant's Spouse. The amount
         required to be distributed for each calendar year, beginning with
         distributions for the first distribution calendar year, shall not be
         less than the quotient obtained by dividing the Participant's benefit
         by the applicable life expectancy. If elected by the Participant, life
         expectancies shall be recalculated annually. Such election shall be
         irrevocable as to the Participant (or Spouse) and shall apply to all
         subsequent years.

         The Participant's benefit is the account balance as of the last
         Valuation Date in the calendar year immediately preceding the
         distribution calendar year (valuation calendar year) increased by the
         amount of any contributions or forfeitures allocated to the account
         balance as of dates in the valuation calendar year after the Valuation
         Date and decreased by distributions made in the valuation calendar
         year after the Valuation Date. For purposes of this Paragraph, if any
         portion of the minimum distribution for the first distribution
         calendar year is made in the second distribution calendar year on or
         before the required beginning date, the amount of the minimum
         distribution made in the second distribution calendar year shall be
         treated as if it had been made in the immediately preceding
         distribution calendar year.

         Unless the Administrator directs in writing an alternative method of
         determining life expectancy in accordance with IRS Reg. Sections
         1.401(a)(9)-1 and 1.401(a)(9)-2, the life expectancy (or joint and
         last survivor expectancy) calculated using the attained age of the
         Participant (or Participant and Spouse) as of the Participant's (or
         Participant's and Spouse's) birthday in the applicable calendar year
         shall be reduced by one for each calendar year which has elapsed since
         the date life expectancy was first calculated. If life expectancy is
         being recalculated, the applicable life expectancy shall be the life
         expectancy as so recalculated. The applicable calendar year shall be
         the first distribution calendar year, and if life expectancy is being
         recalculated, such succeeding calendar year. If installment payments
         commence before the required beginning date, the date distribution is
         considered to begin is the date distribution actually commences.

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


                            PART XV - DEATH BENEFITS

15.1     PRERETIREMENT DEATH OF A PARTICIPANT. If the Participant dies before
         distribution of his interest begins, the Participant's account balance
         shall become fully vested. The account balance shall be paid to the
         Participant's surviving Spouse. The Spouse may elect whether to
         receive the Participant's account balance in the form of a
         Preretirement Survivor Annuity, installments, a one-sum cash payment,
         or


                                       53
<PAGE>


         as a Direct Rollover of an Eligible Rollover Distribution. If the
         surviving Spouse elects the latter option as the form of benefit, the
         requirements of Paragraph 12.3(f) shall apply.

         If there is no surviving Spouse, or, if the surviving Spouse has
         already consented in a manner conforming to a Qualified Election, the
         account balance shall be paid to the Participant's designated
         Beneficiary. Unless otherwise elected by the Participant, any portion
         of the Participant's interest payable to a designated Beneficiary
         other than the Participant's surviving Spouse shall be paid in the
         form of an annuity, installments, or a one-sum cash payment. A
         Qualified Election is not required with respect to the amount at risk
         portion of any Policies. For purposes of the foregoing consent
         requirements, the Participant's vested account balance shall not
         include amounts attributable to accumulated Participant Deductible
         Voluntary Contributions within the meaning of Code Section
         72(o)(5)(B).

         Distribution of the Participant's entire interest shall be completed
         by December 31 of the calendar year containing the fifth anniversary
         of the Participant's death except to the extent that an election is
         made to receive distributions in accordance with (a) or (b) below:

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

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

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

         For purposes of this Paragraph, if the surviving Spouse dies after the
         Participant, but before payments to such Spouse begin, the provisions
         of this Paragraph, with the exception of Paragraph (b) therein, shall
         be applied as if the surviving Spouse were the Participant.


                                       54
<PAGE>


         For the purposes of this Paragraph, distribution of a Participant's
         interest is considered to begin on the Participant's required
         beginning date (or, if the Spouse dies after the Participant, the date
         distribution is required to begin to the surviving Spouse). If
         distribution in the form of an annuity irrevocably commences to the
         Participant before the required beginning date, the date distribution
         is considered to begin is the date distribution actually commences.

         The entire Participant's Account shall be distributed if the
         Participant's Account is $3,500 or less. No one-sum cash distribution
         shall be made to the surviving Spouse under the preceding sentence
         after the annuity starting date or if the Account exceeds $3,500
         unless the surviving Spouse consents in writing to such distribution.

15.2     PRERETIREMENT SURVIVOR ANNUITY. The Preretirement Survivor Annuity is
         an annuity for the life of the surviving Spouse. The surviving Spouse
         may elect to have such annuity distributed within a reasonable period
         after the Participant's death. If Paragraph 14.3 or 14.4 is operative,
         the Administrator shall provide each Participant a written explanation
         of the Preretirement Survivor Annuity in such terms and in such manner
         as would be comparable to the explanation provided for meeting the
         requirements applicable to an Automatic Joint and Survivor Annuity.

         The applicable period for a Participant is whichever of the following
         periods end last:

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

         (b)      A reasonable period ending after the Employee becomes a
                  Participant;

         (c)      A reasonable period ending after Paragraph 14.3 first applies
                  to the Participant.

         Notwithstanding the foregoing, notice must be provided within a
         reasonable period ending after Termination of Employment in the case
         of a Participant who separates from service before attaining age 35.

         For purposes of applying the preceding Paragraph, a reasonable period
         ending after the enumerated events is the end of the two-year period
         beginning one year prior to the date of the applicable event occurs,
         and ending one year after that date.

         In the case of a Participant who separates from service before the
         Plan Year in which age 35 is attained, notice shall be provided within
         the two-year period beginning one year prior to separation and ending
         one year after separation. If such a Participant thereafter returns to
         employment with the Company, the applicable period for such
         Participant shall be redetermined.

15.3     POST-RETIREMENT DEATH OF A PARTICIPANT. If the Participant dies after
         distribution of his interest has begun, the remaining portion of such
         interest shall


                                       55
<PAGE>


         continue to be distributed at least as rapidly as under the method of
         distribution being used prior the Participant's death. In the case of
         an installment payment option, installment payments remaining at the
         Participant's death shall be distributed as a one-sum cash payment.

15.4     DESIGNATION OF A BENEFICIARY. Subject to Code Sections 401(a)(11) and
         417, the Participant shall have the right to designate his Beneficiary
         and to change his Beneficiary in accordance with the terms of the
         Contract and Policy. The Participant shall also have the right to
         designate or change the form of death benefit to his Beneficiary in
         accordance with the terms of the Contract and Policy. Any such right
         may be exercised by filing written notice(s) with the Insurance
         Company, and the effective date thereof shall be as provided in the
         Contract or Policy, whichever is applicable. If no Beneficiary is
         named, the payment of death benefits shall be made in accordance with
         the terms of the Contract and the Policy. A designation of a
         Beneficiary other than the Spouse of a married Participant may be made
         only as a Qualified Election.


                       PART XVI - TOP-HEAVY REQUIREMENTS

16.1     IN GENERAL. If the Plan is or becomes top-heavy in any Plan Year, the
         provisions of this Part XVI shall supersede any conflicting provisions
         in the Plan or Adoption Agreement. For purposes of this Part,
         compensation shall mean Compensation as defined in Section (E)(1) of
         the Adoption Agreement, but including amounts contributed by the
         Company pursuant to a Deferred Salary Agreement which are excludable
         from the Employee's gross income under Code Section 125, 402(e)(3),
         402(h)(1)(B) or 403(b).

16.2     MINIMUM CONTRIBUTION UNDER A TOP-HEAVY PLAN. Company contributions and
         forfeitures allocated on behalf of any Participant who is a non-Key
         Employee shall not be less than the lesser of 3 percent of such
         Participant's compensation or in the case where the Company has no
         defined benefit plan which designates this Plan to satisfy Code
         Section 401, the largest percentage of Company contributions and
         forfeitures, as a percentage of the first $150,000 of the Key
         Employee's compensation, allocated on behalf of any Key Employee for
         that year. This minimum contribution is determined without regard to
         any Social Security contribution. The minimum contribution shall be
         made even though, under other Plan provisions, the Participant would
         not otherwise be entitled to receive a contribution, or would have
         received a lesser contribution for the year because of:

         (a)      the Participant's failure to complete 1,000 Hours of Service
                  (or any equivalent provided in the Plan),

         (b)      the Participant's failure to make Elective Deferrals, as
                  described in Section (G), or

         (c)      compensation less than a stated amount.


                                       56
<PAGE>


         Notwithstanding the above, the provision contained in the preceding
         Subparagraph shall not apply to any Participant who was not employed
         by the Company on the last day of the Plan Year. Also, such provision
         shall not apply to any Participant to the extent provided by Section
         (R).

         Elective Deferrals, Company Qualified Matching, and Company Matching
         on behalf of Key Employees shall be taken into account in determining
         the minimum contribution. However, Elective Deferrals on behalf of
         non-Key Employees may not be taken into account for the purpose of
         satisfying the minimum top-heavy contribution requirements. Further,
         Company Matching and Company Qualified Matching Contributions cannot
         be utilized to satisfy the minimum contribution requirements for Plan
         Years beginning after 1988.

16.3     NONFORFEITABILITY OF MINIMUM CONTRIBUTION. The minimum contribution
         required (to the extent required to be nonforfeitable under Code
         Section 416(b)) may not be forfeited under Code Section 411(a)(3)(B)
         or 411(a)(3)(D).

16.4     TOP-HEAVY VESTING. During and subsequent to the first Plan Year in
         which this Plan is top-heavy, one of the minimum vesting schedules as
         elected by the Company in Section (R) shall automatically apply to the
         Plan. The minimum vesting schedule applies to all benefits within the
         meaning of Code Section 411(a)(7) except those attributable to
         Participant contributions and Elective Deferrals, including benefits
         accrued before the effective date of Code Section 416 and benefits
         accrued before the Plan became top-heavy. However, this Paragraph does
         not apply to the account balances of any Participant who does not have
         an Hour of Service after the Plan has initially become top-heavy and
         such Participant's account balance attributable to Company
         contributions and forfeitures shall be determined without regard to
         this Paragraph.

16.5     TOP-HEAVY DEFINITIONS.

         (a)      KEY EMPLOYEE: Any Employee or former Employee (and the
                  Beneficiaries of such Employee) who at any time during the
                  determination period was an officer of the Company if such
                  individual's annual compensation exceeded 50 percent of the
                  dollar limitation under Code Section 415(b)(1)(A), an owner
                  (or considered an owner under Code Section 318) of one of the
                  ten largest interests in the Company if such individual's
                  compensation exceeds 100 percent of the dollar limitation
                  under Code Section 415(c)(1)(A), a 5 percent owner of the
                  Company, or a 1 percent owner of the Company who has annual
                  compensation of more than $150,000.

                  For purposes of determining the number of officers taken into
                  account, Employees described in Code Section 414(q)(8) shall
                  be excluded. The determination period is the Plan Year
                  containing the Determination Date and the four preceding Plan
                  Years. The determination of who is a Key Employee shall be
                  made in accordance with Code Section 416(i)(1) and the
                  Regulations thereunder. For purposes of determining whether a
                  plan is top-heavy under Code Section 416, Elective Deferrals
                  are considered Company contributions.


                                       57
<PAGE>


         (b)      TOP-HEAVY PLAN: For any Plan Year beginning after December
                  31, 1983, this Plan is top-heavy if any of the following
                  conditions exists:

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

                  (ii)     If this Plan is a part of a required aggregation
                           group of plans but not part of a permissive
                           aggregation group and the top-heavy ratio for the
                           group of plans exceeds 60 percent.

                  (iii)    If this Plan is a part of a required aggregation
                           group and part of a permissive aggregation group of
                           plans and the top-heavy ratio for the permissive
                           aggregation group exceeds 60 percent.

         (c)      TOP-HEAVY RATIO

                  (i)      Defined Contribution Plan Only:

                           If the Company maintains one or more defined
                           contribution plans (including any simplified
                           employee pension plan) and the Company has never
                           maintained any defined benefit plan which during the
                           5-year period ending on the Determination Date(s)
                           has or has had accrued benefits, the top-heavy ratio
                           for this Plan alone or for the required or
                           permissive aggregation group as appropriate is a
                           fraction, the numerator of which is the sum of the
                           account balances of all Key Employees as of the
                           Determination Date(s) (including any part of any
                           account balance distributed in the 5-year period
                           ending on the Determination Date(s)), and the
                           denominator of which is the sum of all account
                           balances (including any part of any account balance
                           distributed in the 5-year period ending on the
                           Determination Date(s)), both computed in accordance
                           with Code Section 416 and the Regulations
                           thereunder.

                           Both the numerator and denominator of the top-heavy
                           ratio are increased to reflect any contribution not
                           actually made as of the Determination Date, but
                           which is required to be taken into account on that
                           date under Code Section 416 and the Regulations
                           thereunder.

                  (ii)     Defined Contribution and Defined Benefit Plan:

                           If the Company maintains one or more defined
                           contribution plans (including any simplified
                           employee pension plan) and the Company maintains or
                           has maintained one or more defined benefit plans
                           which during the 5-year period ending on the
                           Determination Date(s) has or has had any accrued
                           benefits, the top-heavy ratio for any required or
                           permissive aggregation group as appropriate is a
                           fraction, the numerator of which is the sum of
                           account balances under the aggregated defined
                           contribution plan or plans for all Key Employees
                           determined in


                                       58
<PAGE>


                           accordance with (i) above, and the present value of
                           accrued benefits under the aggregated defined
                           benefit plan or plans for all Key Employees as of
                           the Determination Date(s), and the denominator of
                           which is the sum of the account balances under the
                           aggregated defined contribution plan or plans for
                           all Participants determined in accordance with (i)
                           above, and the present value of accrued benefits
                           under the defined benefit plans for all Participants
                           as of the Determination Date(s), all determined in
                           accordance with Code Section 416 and the Regulations
                           thereunder.

                           The accrued benefits under a defined benefit plan in
                           both the numerator and denominator of the top-heavy
                           ratio are adjusted for any distribution of an
                           accrued benefit made in the 5-year period ending on
                           the Determination Date.

                  (iii)    For purposes of (i) and (ii) above, the value of
                           account balances and the present value of accrued
                           benefits shall be determined as of the most recent
                           Valuation Date that falls within or ends with the
                           12-month period ending on the Determination Date,
                           except as provided in Code Section 416 and the
                           Regulations thereunder for the first and second plan
                           years of a defined benefit plan. The account
                           balances and accrued benefits of a Participant (1)
                           who is a non-Key Employee but who was a Key Employee
                           in a prior year or (2) who has not been credited
                           with at least one Hour of Service with any Employer
                           maintaining the Plan at any time during the 5-year
                           period ending on the Determination Date shall be
                           disregarded. The calculation of the top-heavy ratio,
                           and the extent to which distributions, rollovers,
                           and transfers are taken into account shall be made
                           in accordance with Code Section 416(g)(4)(A) and the
                           Regulations thereunder. For purposes of determining
                           whether a plan is top-heavy under Code Section 416,
                           Elective Deferrals are considered Company
                           contributions.

                           When aggregating plans, the value of account
                           balances and accrued benefits shall be calculated
                           with reference to the Determination Dates that fall
                           within the same calendar year. The accrued benefit
                           of an Employee other than a Key Employee shall be
                           determined under (a) the method, if any, that
                           uniformly applies for accrual purposes under all
                           plans maintained by the Company, or (b) if there is
                           no such method, as if such benefit accrued not more
                           rapidly than the slowest accrual rate permitted
                           under the fractional accrual rate of Code Section
                           411(b)(1)(C).

         (d)      PERMISSIVE AGGREGATION GROUP: The required aggregation group
                  of plans plus any other plan or plans of the Company which,
                  when considered as a group with the required aggregation
                  group, would continue to satisfy the requirements of Code
                  Sections 401(a)(4) and 410(b).


                                       59
<PAGE>


         (e)      REQUIRED AGGREGATION GROUP:

                  (i)      Each qualified plan of the Company in which at least
                           one Key Employee participates, or participated at
                           any time during the determination period (regardless
                           of whether the Plan has terminated), and

                  (ii)     any other qualified plan of the Company which
                           enables a plan described in (i) to meet the
                           requirements of Code Sections 401(a)(4) or 410(b).

         (f)      DETERMINATION DATE: For any Plan Year subsequent to the first
                  Plan Year, the last day of the preceding Plan Year. For the
                  first Plan Year of the Plan, the last day of that year.

         (g)      VALUATION DATE: The date stated in Section (C)(4) as of which
                  account balances or accrued benefits are valued for purposes
                  of calculating the top-heavy ratio.

         (h)      PRESENT VALUE: Present value shall be based only on the
                  interest and mortality rates specified in Section (U).


                         PART XVII - INSURANCE COMPANY

17.1     NOT A PARTY. The Insurance Company is not a party to the Plan and is
         not responsible for the validity of the Plan as adopted by the Company
         or the qualification of the Plan under the tax laws.

17.2     NOT RESPONSIBLE FOR THE ACTS OF THE COMPANY OR ADMINISTRATOR. The
         Insurance Company shall not be responsible to look to the terms of the
         Plan to determine whether or not any action of the Company or
         Administrator is authorized by its terms.

17.3     RELIANCE ON SIGNATURES. Any instruments executed by the Administrator
         or officers of the Company may be accepted by the Insurance Company as
         the duly authorized act of the Administrator or the Company.

17.4     ACQUITTANCE. The Insurance Company shall be discharged from all
         liability for any amount paid to the Company or paid in accordance
         with the direction of the Company and shall not be obliged to see to
         the distribution or further application of any monies by it.

17.5     DUTIES OF THE INSURANCE COMPANY. The obligations of the Insurance
         Company shall be determined solely by the terms of its Contracts,
         Policies and other agreements executed by it. The Insurance Company
         shall maintain records concerning its Contracts and Policies and shall
         supply such records to the Administrator when necessary to assure
         proper administration of the Plan. The


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<PAGE>


         Insurance Company also shall perform such duties as are directed by
         the Administrator pursuant to an executed services agreement on behalf
         of the Plan.

17.6     PLAN CONTROLS. In the event of any conflict between the provisions of
         the Plan and the terms of any Contract or Policy, the provisions of
         the Plan shall control, provided that the mutual rights and
         obligations of the parties to any Contract, agreement or Policy shall
         not thereby be altered.


           PART XVIII - AMENDMENT, TERMINATION, MERGER, ETC. OF PLAN

18.1     PERMANENCY. The expectation of the Company is that the Plan and the
         payment of contributions hereunder, shall be continued indefinitely,
         but continuance of the Plan is not assured as a contractual obligation
         of the Company. This Plan may be amended or terminated only as
         provided in this Part. All Plan amendments, including one to terminate
         the Plan, shall be adopted in writing by the Company's board of
         directors. Any material modification of the Plan by amendment or
         termination shall be communicated to all interested parties, the
         Department of Labor, and the Internal Revenue Service in the time and
         manner prescribed by law.

18.2     AMENDMENT BY INSURANCE COMPANY. The Company hereby delegates to the
         Insurance Company, the Sponsoring Organization, the right to amend the
         Plan and its Adoption Agreement and the Company and Administrator
         shall be deemed to have consented to such amendment. Such delegation
         shall be limited to the right to amend and shall not be construed to
         make the Insurance Company a party to this Plan or the Adoption
         Agreement. The Insurance Company shall, after amendment, contact each
         Company of record who has previously adopted the Prototype Plan and
         give the Company the opportunity to continue under the amended
         Prototype Plan.

18.3     PERMISSIBLE AMENDMENTS BY COMPANY. Subject to Paragraph 18.4, the
         Company, through its duly authorized management committee or by such
         persons as the committee delegates its authority, may (1) change the
         choice of options in the Adoption Agreement, (2) add overriding
         language in the Adoption Agreement when such language is necessary to
         satisfy Code Sections 415 or 416 because of the required aggregation
         of multiple plans, and (3) add certain model amendments published by
         the Internal Revenue Service which specifically provide that their
         adoption shall not cause the Plan to be treated as individually
         designed. A Company that amends the Plan for any other reason,
         including a waiver of the minimum funding requirement under Code
         Section 412(d), shall no longer participate in this master or
         Prototype Plan and shall be considered to have an individually
         designed plan.

         Any amendment shall be stated by executing an amended Adoption
         Agreement and delivering a copy of such amendment to the Administrator
         and the Insurance Company. Upon execution and delivery of the executed
         Adoption Agreement, the Participants and Beneficiaries shall be bound
         thereby.


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<PAGE>


18.4     RESTRICTIONS ON AMENDMENTS. No amendment:

         (a)      Shall increase the duties of the Administrator without his
                  written consent.

         (b)      To the vesting schedule under Section (R) shall deprive a
                  Participant of his nonforfeitable rights to benefits accrued
                  to the date of the amendment. Further, if the vesting
                  schedule of the Plan is amended, if the Plan is amended in
                  any way that directly or indirectly affects the computation
                  of a Participant's nonforfeitable percentage, or if the Plan
                  is deemed amended by an automatic change to a top-heavy
                  vesting schedule, each Participant with at least 3 Years of
                  Service with the Company may elect, within a reasonable
                  period after the adoption of the amendment, to have his
                  nonforfeitable percentage computed under the Plan without
                  regard to such amendment or changes. The period during which
                  the election may be made shall commence with the date the
                  amendment is adopted and shall end on the later of:

                  (i)      60 days after the amendment is adopted;

                  (ii)     60 days after the amendment becomes effective; or

                  (iii)    60 days after the Participant is issued written
                           notice of the amendment by the Company or
                           Administrator.

         (c)      Shall be effective to the extent that it has the effect of
                  decreasing a Participant's accrued benefit. Notwithstanding
                  the preceding sentence, a Participant's account balance may
                  be reduced to the extent permitted under Code Section
                  412(c)(8). For purposes of this Paragraph, a Plan amendment
                  which has the effect of decreasing a Participant's account
                  balance or eliminating an optional form of benefit, with
                  respect to benefits attributable to service before the
                  amendment, shall be treated as reducing an accrued benefit.
                  Furthermore, if the vesting schedule of the Plan is amended,
                  in the case of an Employee who is a Participant as of the
                  later of the date of the date such amendment is adopted or
                  the date it becomes effective, the nonforfeitable percentage
                  (determined as of such date) of such Employee's
                  Employer-derived accrued benefit shall not be less than the
                  percentage computed under the Plan without regard to such
                  amendment.

         (d)      Shall change the funding method unless the new funding method
                  has been approved by the Internal Revenue Service.

         (e)      Shall change the Plan Year unless the new Plan Year has been
                  approved by the Internal Revenue Service or is permitted by
                  IRS Revenue Procedure 87-27.

18.5     TERMINATION OF PLAN. The Company expressly reserves the right to
         terminate the Plan in whole or in part at any time without the consent
         of any Participant or Beneficiary. The Company shall give written
         notice of termination of this Plan to


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<PAGE>


         the Administrator and the Insurance Company. The Plan shall terminate
         upon the first of the following events:

         (a)      The date terminated by the Company without establishment of
                  another defined contribution plan;

         (b)      The date the Company is judicially determined bankrupt or
                  insolvent;

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

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

18.6     FULL VESTING UPON TERMINATION. If this Plan is terminated or partially
         terminated or upon a complete discontinuance of contributions, each
         affected Participant shall be fully vested in his Participant's
         Account. Upon termination of this Plan, all unallocated forfeitures
         shall be reallocated among Participants' Accounts of those
         Participants then entitled to share in current allocations, without
         the restrictions of Section (L)(2). Following this final allocation,
         if any forfeiture causes a Participant's Account to be in excess of
         the limitation on allocations provided in Code Section 415, such
         excess will be disposed of in accordance with Part V of the Plan.

         The value of the Participants' accounts shall be distributed to all
         affected Participants as one-sum cash payments. However, if elected by
         the Administrator, all affected Participants shall have their benefits
         distributed to them in the form of an annuity under the Contract.

         If one-sum cash payments are made to the Participants and the Contract
         values include allocations to the general investment account of the
         Insurance Company, the amounts distributed shall be less any
         investment loss charges and other deductions authorized by the
         Contract. Any distributions pursuant to this Paragraph are subject to
         the spousal and Participant consent requirements (if Paragraph 14.3 is
         operative) contained in Code Sections 401(a)(11) and 417.

         Notwithstanding the above provision, if any affected Participant had
         commenced to receive annuity payments upon separation from service, he
         shall continue to receive payments in the form elected.

18.7     MERGER, CONSOLIDATION, OR TRANSFER OF PLAN ASSETS. No merger or
         consolidation of this Plan with, or transfer of assets or liabilities
         to any other plan


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<PAGE>


         shall become effective until at least 30 days after the Company or
         Administrator has filed with the Secretary of the Treasury such
         statement as shall be required by law. In the case of any such merger,
         consolidation or transfer of assets to any other plan, each
         Participant shall receive a benefit immediately after the merger,
         etc., (as if the plan then terminated) which is at least equal to the
         benefit the Participant was entitled to immediately before such
         merger, etc., (as if the Plan had terminated).


                       PART XIX - ADMINISTRATION OF PLAN

19.1     APPOINTMENT OF ADMINISTRATOR. The Company shall appoint an
         Administrator. A written appointment shall be filed in the Company's
         official records. The Insurance Company may not be appointed as
         Administrator. The Administrator may be a person, organization, or
         Plan committee. Any person so appointed shall accept by filing a
         written acceptance with the Company. The Administrator shall serve at
         the discretion of the Company, but may resign by filing a written
         resignation with the Company.

         The discharge of an Administrator shall be made in writing by the
         Company, delivered to the person and filed in the official records of
         the Company. A new Administrator shall be appointed as soon as
         possible after an Administrator resigns or is discharged. If no
         appointment is effective at any time, the Administrator shall be the
         Company. The Secretary of the Company shall certify in writing the
         name and signature of the Administrator, or person acting on behalf of
         the Administrator, his address and telephone number to the Insurance
         Company. The Insurance Company may assume that such person continues
         to hold office until a new certificate is received from the Company.
         The Company agrees to fully protect and to indemnify the Insurance
         Company in relying upon any authorization or direction the Insurance
         Company reasonably believes to be authentic.

19.2     ADMINISTRATOR'S POWERS AND DUTIES. The Administrator shall be
         responsible for the day-to-day administration of this Plan and for the
         exercise of all fiduciary responsibilities provided for in the Plan
         that are not assigned to other parties pursuant to the terms of the
         Plan. The Administrator's duties shall include, but not be limited to
         the following:

         (a)      To construe and interpret the provisions of the Plan;

         (b)      To decide all questions of eligibility for Plan participation
                  and for the payment of benefits;

         (c)      To provide appropriate parties, including government
                  agencies, with such returns, reports, schedules,
                  descriptions, and individual statements as are required by
                  law within the times prescribed by law; and to furnish to the
                  Company, upon request, copies of any or all such materials,
                  and further, to make copies of such instruments, reports, and
                  descriptions as are required by law to be available for
                  examination by Participants and such of their Beneficiaries
                  who are or may be entitled to benefits under the Plan in such


                                       64
<PAGE>


                  places and in such manner as required by law; (the
                  Administrator may make a reasonable charge for copies);

         (d)      To furnish to each Participant and each Beneficiary receiving
                  benefits under the Plan a copy of a summary plan description
                  and a summary of any material modifications thereof at the
                  time and in the manner prescribed by law;

         (e)      To obtain from the Company, the Employees and the Insurance
                  Company such information as shall be necessary for the proper
                  administration of the Plan;

         (f)      To determine the amount, manner and time of payment of
                  benefits thereunder;

         (g)      Subject to the approval of the Company only as to any
                  additional expense, to appoint and retain such agents,
                  counsel, and accountants for the purpose of properly
                  administering the Plan;

         (h)      To take all actions and to communicate to the Insurance
                  Company in writing all necessary information to carry out the
                  terms of the Plan;

         (i)      To notify the Insurance Company in writing of a termination,
                  a partial termination or a complete discontinuance of
                  contributions to the Plan;

         (j)      To direct the Insurance Company to distribute benefits of the
                  Plan to each Participant and Beneficiary in accordance with
                  the terms of the Plan;

         (k)      To provide each Participant within the time period set forth
                  in Paragraphs 14.3 and 15.2, if applicable, a written
                  explanation of: the Automatic Joint and Survivor Annuity and
                  the Preretirement Survivor Annuity; and

         (l)      To do such other acts reasonably required to administer the
                  Plan in accordance with its provisions or as may be provided
                  for or required by law.

         The Administrator and each other fiduciary shall discharge their
         duties with respect to the Plan in accordance with the provisions of
         the Plan, including the Adoption Agreement.

19.3     DELEGATION OF ADMINISTRATIVE RESPONSIBILITIES. The Administrator may
         appoint other persons to perform any of his administrative functions.
         Such appointment shall be made in writing and shall be effective upon
         the written approval of the Company. The Administrator and any such
         appointee may employ advisors and other persons necessary to help the
         Administrator carry out his functions, including fiduciary functions.
         The Administrator shall monitor the work and review the performance of
         each such appointee, and he shall remove any such appointee from his
         position if the Administrator determines that his performance is
         unsatisfactory. Any person or group of persons may serve in more than
         one


                                       65
<PAGE>


         fiduciary capacity. The Administrator may delegate one or more of his
         responsibilities to the Insurance Company by a written administrative
         services agreement entered into with the Insurance Company. The
         Insurance Company's administrative responsibilities shall be limited
         to those services set forth in such agreement.

19.4     BONDING. The Administrator, and any other fiduciary, officer of the
         Company and Employee of the Company who handles funds of the Plan
         shall be bonded as required by ERISA. Such bond shall protect the Plan
         against loss by reason of acts of fraud or dishonesty by such persons
         directly or through the connivance of others. The amount of the bond
         shall not be less than 10 percent of the value of the Contract at the
         beginning of the Year nor more than $500,000. In no event shall the
         bond be less than $1000. If the Secretary of the U.S. Department of
         Labor prescribes an amount in excess of $500,000, however, a bond in
         the prescribed amount shall be obtained.

19.5     FIDUCIARY LIABILITY INSURANCE AND INDEMNIFICATION. The Company may
         purchase fiduciary liability insurance or agree to indemnify and hold
         harmless the Administrator and persons appointed by the Administrator
         or Company to carry out fiduciary functions against any and all
         claims, loss, damage, expense or liability arising from their official
         capacities in the administration of the Plan, unless the same is
         determined to be due to gross negligence or willful misconduct.

19.6     COMPENSATION OF ADMINISTRATOR. The Company shall reimburse the
         Administrator for any reasonable costs and expenses, including
         fiduciary liability insurance, incurred by the Administrator as a
         result of performance of his duties or functions. The Company shall
         compensate the Administrator for services rendered under this Plan,
         except that no Administrator who receives full-time compensation from
         the Company shall be so compensated.

19.7     SERVICE OF LEGAL PROCESS. The Administrator is the designated agent to
         receive service of legal process on behalf of the Plan, unless the
         Company designates some other party in writing in the summary plan
         description.

19.8     COMPANY CENSUS REPORT. To enable the Administrator to perform his
         functions, the Company shall furnish the Administrator full and timely
         information on or before each Plan Year (and more frequently, if
         required) on all matters relating to classification of Employees,
         their dates of employment, ages, Hours of Service, Compensation, dates
         of retirement, death, disability or Termination of Employment, causes
         of Termination of Employment and such other census data as may be
         required to administer the Plan. The Administrator shall advise the
         Insurance Company in writing of such information about Participants'
         and Beneficiaries' status, including changes in status, pertinent to
         determining benefit entitlements under the Contract or Policies.

19.9     INFORMATION ABOUT PLAN. Any Participant in the Plan, or any
         Beneficiary receiving benefits under the Plan, may examine copies of
         the Plan, the Contract, any Policies on his life, the summary plan
         description, the latest annual report, any


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<PAGE>


         collective bargaining agreement, Contract or any other instrument
         under which this Plan is maintained or operated. The Administrator
         shall maintain all items listed in this Paragraph in his office, or in
         other places as he may designate from time to time to comply with
         regulations issued under ERISA, for examination during normal business
         hours. Upon written request of a Participant or Beneficiary receiving
         benefits under this Plan, the Administrator shall furnish him with a
         copy of any item listed in this Paragraph. The Administrator may
         impose a charge equal to the costs of reproduction, but in no event
         shall the costs exceed 25 cents per page.

19.10    INFORMATION ABOUT PARTICIPANTS AND BENEFICIARIES. Each Participant and
         each Beneficiary of a deceased Participant shall file with the
         Administrator from time to time in writing his current post office
         address. Any communication, statement, or notice addressed to a
         Participant or a Beneficiary at his last post office address filed
         with the Administrator or as shown on the Company's records, shall
         bind the Participant or Beneficiary for all purposes of this Plan.
         Each Participant shall file with the Administrator his name, Social
         Security number, date of birth, and marital status. Each married
         Participant shall file, upon request, with the Administrator the name,
         date of birth, and date of marriage to his Spouse. The Administrator
         may require satisfactory evidence of any personal information required
         to administer the Plan. The information provided by the Participant
         concerning his Spouse shall bind the Participant, the Participant's
         Spouse and their heirs for all purposes of the Plan. The Participant
         shall be required to notify the Administrator of any changes in
         information previously filed.

19.11    CLAIM FOR BENEFITS. All applications for benefits under the Plan shall
         be submitted to the Administrator in writing on forms prescribed by
         the Administrator. The application shall be signed by the Participant,
         and the Participant's Spouse if required by the Administrator, or in
         the case of a death benefit by the Beneficiary or legal representative
         of the deceased Participant. Each Participant and each Beneficiary of
         a deceased Participant must furnish the Administrator with such
         evidence, data or other information as the Administrator or Insurance
         Company considers necessary or desirable for purposes of administering
         the Plan. The provisions of this Plan are effective for the benefit of
         each Participant subject to the condition that each Participant or
         Beneficiary shall furnish promptly full, true and complete evidence,
         data or other information when requested by the Administrator,
         provided the Participant or Beneficiary is advised of the affect of
         his failure to comply with the request. The Administrator shall make
         all determinations as to the right of any person to a benefit under
         the Plan. The Administrator shall notify the claimant of the
         acceptance or denial of any claim within 90 days, unless special
         circumstances are deemed by the Administrator to require an additional
         period of no more than 90 days. If an extension is necessary, the
         Administrator shall notify the claimant in writing explaining why more
         time is needed and indicate a date by which the Administrator expects
         to render a decision.

19.12    CLAIMS REVIEW PROCEDURE. The Administrator shall provide to any
         claimant whose claim for benefits under the Plan has been fully or
         partially denied a written notice setting forth the specific reasons
         for such denial. Such notice shall state that the claimant is entitled
         to request a review by the Administrator of the decision


                                       67
<PAGE>


         denying the claim, the reasons for denial, the Plan provisions upon
         which the denial is based, a description and reason for needing any
         additional information needed to consider the claim, and an
         explanation of the review procedure. The claimant or his authorized
         representative may within 60 days of the denial of the claim: request
         a claim review by the Administrator, review pertinent documents
         relating to the denial, and submit issues and comments in writing to
         the Administrator. The Administrator must make a final decision on a
         claim reviewed within sixty days. The Administrator shall make a full
         and fair review of such claim and any written materials submitted by
         the claimant and may require the claimant or the Company to submit
         such additional evidence as the Administrator deems necessary or
         advisable to make a claims review.

         On the basis of the review, the Administrator shall make an
         independent determination of the claimant's entitlement to benefits
         under the Plan. The decision of the Administrator upon review, if
         supported by substantial evidence in the record, shall be final and
         conclusive on all parties to the Plan. The Administrator shall give
         the claimant written notice of his decision upon review which shall
         include specific reasons and references to the Plan provision upon
         which his decision is based. The 60-day review period may be extended
         for another 60 days if the Administrator finds that special
         circumstances require an extension of time. If after such review the
         Administrator concludes that the denial of benefits was erroneous or
         contrary to the Plan or to the law, the Administrator shall take such
         action as shall be appropriate to provide such benefit.

19.13    MISSING PARTICIPANTS OR BENEFICIARIES. In the event a person entitled
         to a benefit is unable to be found after a diligent one-year search by
         the Administrator, the benefit payable to that person shall be
         forfeited and applied to reduce the Company's contributions under the
         Plan, provided, however, that the Administrator shall reinstate the
         benefit in the event the person entitled thereto is found or makes a
         claim. The sources for restoration of the benefit shall be forfeitures
         or an additional Company contribution.


                            PART XX - MISCELLANEOUS

20.1     ASSIGNMENT OR ALIENATION. No benefit or interest available hereunder
         shall be subject to assignment or alienation, either voluntarily or
         involuntarily. The preceding sentence shall also apply to the
         creation, assignment, or recognition of a right to any benefit payable
         with respect to a Participant pursuant to a domestic relations order,
         unless such order is determined to be a qualified domestic relations
         order, as defined in Code Section 414(p), or any domestic relations
         order entered before January 1, 1985. Notwithstanding any other
         provision to the Plan and as directed in writing by the Administrator,
         a distribution shall be made immediately to an alternate payee
         pursuant to such qualified domestic relations order.

20.2     RESPONSIBILITY FOR QUALIFICATION OF PLAN. The Company is solely
         responsible for the qualification of the Plan under the Code. Should
         the Plan fail to initially attain qualified plan status, the Plan
         shall terminate and contributions shall


                                       68
<PAGE>


         be returned to the Company and to Participants in accordance with
         Subparagraph 4.11(b). If an initially qualified plan fails to retain
         qualified plan status, the Plan shall terminate and the interest of
         each Participant shall be distributed in the same manner as provided
         under Paragraph 18.6.

20.3     ORIGINAL DOCUMENT. The Plan may be executed in any number of
         counterparts, each of which shall be deemed an original, and said
         counterparts shall constitute but one and the same instrument and may
         be sufficiently evidenced by any one counterpart.

20.4     STATE LAW. The Plan is to be regulated and construed in accordance
         with the laws of the State in which the Company maintains its
         principal office, except to the extent such laws are preempted by
         Federal law.

20.5     NOT AN EMPLOYMENT CONTRACT. No Employee of the Company nor anyone else
         shall have any rights against the Company as a result of this Plan,
         except those expressly granted hereunder. Nothing herein shall be
         construed to give any Participant the right to remain in the employ of
         the Company.

20.6     WORD USAGE. Words when used herein are used irrespective of number or
         gender unless the context clearly requires otherwise.

20.7     INTERPRETATION OF PLAN. The intention of the Company is that the Plan
         shall comply with the provisions of the Code, the Employee Retirement
         Income Security Act, the Tax Equity and Fiscal Responsibility Act, and
         the corresponding provisions of any subsequent laws, and the
         provisions of the Plan shall be construed to effectuate such
         intention.

         In the event any provision or provisions shall be determined to be
         illegal or invalid for any reason, the illegal or invalid provision
         shall not affect the remaining parts of the Plan and the Company,
         Administrator, or Trustee may perform such alternative acts which most
         clearly carry out the intent and purpose of the Plan.

20.8     HEADINGS. The headings of the Parts, Paragraphs and Sections of this
         Plan are for convenience and reference only, and any conflict between
         such headings and the text shall be resolved in favor of the text.


                                       69
<PAGE>


                                    PART XXI


Transitional Rule - Retirement Distributions

Subject to Part XIV and XV, distributions on behalf of any Participant,
including a 5-percent owner, may be made in accordance with all of the
following requirements (regardless of when such distribution commences):

(1)      The distribution by the Plan is one which would not have disqualified
         such Plan under Code Section 401(a)(9) as in effect prior to amendment
         by DEFRA.

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

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

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

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

A distribution upon death shall not be covered by this transitional rule unless
the information in the designation contains the required information described
above with respect to the distributions to be made upon the death of the
Participant.

For any distribution which commences before January 1, 1984, but continues
after December 31, 1983, the Participant, or the Beneficiary, to whom such
distribution is being made, shall be presumed to have designated the method of
distribution under which the distribution is being made if the method of
distribution was specified in writing and the distribution satisfies the
requirement in Subparagraph (5) above.

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


                                       70
<PAGE>


                                   PART XXII


Transitional Rules - Survivor Annuities

B1.      Any living Participant not receiving benefits on August 23, 1984, who
         would otherwise not receive the benefits prescribed by Paragraphs 14.3
         and 15.2 of the Plan must be given the opportunity to elect to have
         such Paragraphs apply if the Participant is credited with at least one
         Hour Of Service under this Plan or a predecessor Plan in a Plan Year
         beginning on or after January 1, 1976, and such Participant had at
         least 10 years of vesting service when he separated from Service.

B2.      Any living Participant not receiving benefits on August 23, 1984, who
         was credited with at least one Hour Of Service under this Plan or a
         predecessor Plan on or after September 2, 1974, and who is not
         otherwise credited with any Service in a Plan Year beginning on or
         after January 1, 1976, must be given the opportunity to have his
         benefits paid in accordance with Paragraph B4.

B3.      The respective opportunities to elect (as described in Paragraphs B1
         and B2 above) must be afforded to the appropriate Participants during
         the period commencing on August 23, 1984, and ending on the date
         benefits would otherwise commence to said Participants.

B4.      Any Participant who has elected pursuant to Paragraph B2 and any
         Participant who does not elect under Paragraph B1 or who meets the
         requirements except that such Participant does not have at least 10
         years of vesting Service when he separates from Service, shall have
         his benefits distributed in accordance with all of the following
         requirements if benefits would have been payable in the form of a life
         annuity:

         (a)      Automatic Joint and Survivor Annuity. If benefits in the form
                  of a life annuity become payable to a married Participant
                  who:

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

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

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

                  (iv)     separates from service on or after attaining Normal
                           Retirement Date (or the Qualified Early Retirement
                           Date) and after satisfying the eligibility
                           requirements for the payment of benefits under the
                           Plan and thereafter dies before beginning to receive
                           such benefits; then such benefits shall be received
                           under this Plan in the form of an Automatic Joint
                           and Survivor Annuity, unless the Participant has
                           elected otherwise during the Election Period. The
                           Election Period must begin at least 6 months


                                       71
<PAGE>


                           before the Participant attains Qualified Early
                           Retirement Date and end not more than 90 days before
                           the commencement of benefits. Any election hereunder
                           shall be in writing and may be changed by the
                           Participant at any time.

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

         (c)      For purposes of this Paragraph B4, Qualified Early Retirement
                  Date is the latest of:

                  (i)      the earliest date, under the Plan, on which the
                           Participant may elect to receive retirement
                           benefits,

                  (ii)     the first day of the 120th month beginning before
                           the Participant reaches Normal Retirement Date, or

                  (iii)    the date the Participant begins participation.


                                       72
<PAGE>

PROTOTYPE                                                          FL 51272-001
-------------------------------------------------------------------------------

                                                                  FLEXINVEST(R)











                                                     --------------------------
                                                     PROFIT SHARING/401(K) PLAN
                                                     ADOPTION AGREEMENT
                                                     FOR NON-STANDARDIZED PLANS


<PAGE>


<TABLE>
<CAPTION>
        INTERNAL REVENUE SERVICE                                        DEPARTMENT OF THE TREASURY
<S>                                                                     <C>
Plan Description: Prototype Non-Standardized Profit Sharing Plan with CODA
FFN: 50338830007-002    Case: 9500848    EIN: 04-1590850                WASHINGTON, DC 20224
BPD: 07    Plan: 002    Letter Serial No: D365756a

MASSACHUSETTS MUTUAL LIFE INSURANCE CO                                  PERSON TO CONTACT: Ms. Arrington

1295 STATE STREET                                                       TELEPHONE NUMBER: (202) 622-8173

SPRINGFIELD, MA 01111                                                   REFER REPLY TO: CP:E:EP:T1

                                                                        DATE: 12/02/96
</TABLE>

Dear Applicant:

In our opinion, the form of the plan identified above is acceptable under
section 401 of the Internal Revenue Code for use by employers for the benefit
of their employees. This opinion relates only to the acceptability of the form
of the plan under the Internal Revenue Code. It is not an opinion of the effect
of other Federal or local statutes.

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

Our opinion on the acceptability of the form of the plan is not a ruling or
determination as to whether an employer's plan qualifies under Code section
401(a). Therefore, an employer adopting the form of the plan should apply for a
determination letter by filing an application with the Key District Director of
Internal Revenue Service on Form 5307, Short Form Application for Determination
for Employee Benefit Plan.

Because you submitted this plan for approval after March 31, 1991, the
continued, interim and extended reliance provisions of sections 13 and 17.03 of
Rev. Proc. 89-9, 1989-1 C.B. 780, are not applicable.

Because you submitted this plan on or after July 1, 1994, it does not meet the
requirements for the extention of the remedial amendment period provided by
Rev. Proc. 95-12, 1995-3 I.R.B. 24.

This letter may not be relied upon with respect to whether the plan satisfies
the qualification requirements as amended by Uruguay Round Agreements Act, Pub.
L. 103-465.

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

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

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

         Sincerely yours,

         /s/

                  Chief, Employee Plans Technical Branch 1


<PAGE>


                  MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
               FLEXINVEST(R) PROTOTYPE PROFIT-SHARING/401(K) PLAN

                 PROFIT-SHARING/401(K) PLAN ADOPTION AGREEMENT
                           For Non-Standardized Plans

In accordance with and as permitted by the provisions of the Massachusetts
Mutual Life Insurance Company FLEXINVEST(R) Prototype Profit-Sharing/401(k)
Plan, herein called the Plan, a copy of which is hereto attached, the
undersigned Company pursuant to vote of its Board of Directors hereby adopts
the Plan to provide retirement and incidental benefits for its Employees, and
agrees

         1.       to conform to and abide by all of the terms, provisions and
                  requirements of the Plan;

         2.       that any action taken or to be taken in accordance with or as
                  required by the Plan or any action taken in conjunction with
                  the Plan as required by any law or regulations is and will be
                  its sole responsibility;

         3.       that the liability of Massachusetts Mutual Life Insurance
                  Company is limited to the obligations under the terms of the
                  Contract and the Policies.

         Sponsoring Organization:   Massachusetts Mutual Life Insurance Company
                                    Defined Contribution Operations
                                    1295 State Street
                                    Springfield, MA 01111-0001
                                    (413) 788-8411

         The Sponsoring Organization will notify the undersigned Company of any
         amendments made to the Plan or of the discontinuance or abandonment of
         the Plan.

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

(C)Copyright 1996 by Massachusetts Mutual Life Insurance Company. All Rights
Reserved. No reproduction of provisions in this document are permitted without
the express written consent of Massachusetts Mutual Life Insurance Company,
Springfield, MA 01111-0001.




12/96 (Non-Standardized)


<PAGE>


The undersigned Company elects as follows:

(A)      Plan Name

         The Plan will be known as DALEEN TECHNOLOGIES, INC. 401(K) PROFIT
         SHARING PLAN.

         Amended (or Restated) Plans:

         The Plan is adopted by amendment in substitution for DALEEN
         TECHNOLOGIES, INC. 401(K) PROFIT SHARING PLAN AND TRUST, the Company's
         pre-existing Plan, which is hereby replaced.

(B)      CONTROLLED GROUPS/AFFILIATED EMPLOYERS (Paragraph 6.5)

         Check if applicable:

         [ ]      The Plan will be funded through the Contract of an affiliated
                  Employer's Plan, Contract No. _____________________________,
                  issued by the Insurance Company to _________________________.

(C)      DATES

         (1)      The Effective Date of the Plan is JANUARY 1, 1994. (The
                  original effective date of the Plan prior to any amendment.)

                  Amended (or Restated) Plans: The Effective Date of this
                  Amendment is JANUARY 1, 2000.

                  Notwithstanding any other plan provision, this Effective Date
                  applies to all current and future Participants including
                  terminated vested Participants who return to employment with
                  the Company.

         (2)      The Plan Year is a period beginning on JANUARY 1, 2000, and
                  ending on DECEMBER 31, 2000. Subsequent Plan Years will be
                  consecutive 12-month periods ending on the same date each
                  year thereafter.

         (3)      In the case of a top-heavy plan, the Determination Date will
                  be the last day of the Plan Year for the first Plan Year, and
                  for any other Plan Year, the last day of the preceding Plan
                  Year.

         (4)      The Valuation Date, for purposes of Part XVI, will be the
                  most recent Valuation Date occurring within the 12-month
                  period ending on the Determination Date.

         (5)      For purposes of determining Highly Compensated Employees
                  (Paragraph 1.30) and notwithstanding any Plan provision to
                  the contrary, the lookback provisions of Code Section 414(q)
                  shall not apply.

                  The snapshot day of DECEMBER 31ST (month and day) will be
                  used for purposes of determining Highly Compensated
                  Employees.


                                     - 2 -
<PAGE>


(C)      DATES (continued)

         (6)      Limitation Year will mean:

                  (a)      [X]      the calendar year.

                  (b)      [ ]      the 12-consecutive month period coinciding
                                    with the Plan Year.

                  (c)      [ ]      the 12-consecutive month period from
                                    _______________ to _______________.

                  NOTE: If the Company is a member of a controlled group of
                  corporations, a controlled group of trades or businesses or
                  an affiliated service group, the Limitation Year must be the
                  same for all members of the group.

(D)      ELIGIBILITY FOR PARTICIPATION (Part III)

         (1)      Classification(s) of eligible employees:

                  (a)      [X]      All

                           [ ]      Salaried

                           [ ]      Hourly

                           [ ]      Commissioned

                           [ ]      All non-Highly Compensated Employees

                  (b)      [X]      Division, Plant, Location or Other
                                    (specify). Excluding nonresident aliens
                                    with no U.S. source income

                  (c)      [X]      Employees not covered by a collective
                                    bargaining agreement.

         (2)      Present Employees:

                  (a)      [ ]      An Employee who is employed on the
                                    Effective Date (or Amendment Date, if
                                    later) will become a Participant on the
                                    Effective Date (or Amendment Date, if
                                    later).

                  (b)      [X]      An Employee who is employed on the
                                    Effective Date (or Amendment Date, if
                                    later) will become a Participant upon
                                    meeting the requirements in (D)(3).

         (3)      Future Employees: An Employee who becomes employed after the
                  Effective Date (or the Amendment Date, if later) will become
                  a Participant upon meeting the following requirements:

                  (a)      Service Requirement

                           (i)      [X]      None

                           (ii)     [ ]      Completion of ______ Years of
                                             Service (401(k) Plans: Not to
                                             exceed 1, or if (D)(7)(a) is
                                             elected, 1/2. Profit-Sharing Plans:
                                             Not to exceed 2, or if (D)(7)(a)
                                             is elected, 1 1/2. If years exceed
                                             1, (R)(1)(a) must be elected.)


                                     - 3 -
<PAGE>


(D)       ELIGIBILITY FOR PARTICIPATION (continued)

          NOTE: If a fractional year is elected, an Employee will not be
          required to complete any specified number of Hours of Service to
          receive credit for such fractional year.

                  (b)      Age Requirement

                           (i)      [ ]      None

                           (ii)     [X]      Attainment of age 18 (not to
                                             exceed 21, or if (D)(7)(a) is
                                             elected, 20 1/2)

         (4)      Employees eligible for participation under another plan
                  qualified under Code Sections 401 or 403 to which the Company
                  contributes will be eligible for participation in this Plan.

                  [ ] Yes  [ ] No  [X] Not Applicable. There is no other Plan.

                  Name of other plan: ________________________________________.

         (5)      If the Company has acquired the trade or business from
                  another Company, including a sole proprietorship or
                  partnership, service with the predecessor Company (name of
                  predecessor Company: __________) which did not maintain this
                  Plan will be considered Service with the Company for purposes
                  of determining:

                  (a)      [ ]      Initial and continued eligibility to
                                    participate in the Plan.

                  (b)      [ ]      A Participant's vested interest in his
                                    Participant's Account.

                  (c)      [ ]      No credit for prior service.

                  (d)      [X]      Not Applicable. There was no predecessor
                                    Company, or the predecessor Company
                                    maintained this Plan.

          (6)    Hours of Service will be determined on the basis of the method
                 selected below. Only one method may be selected. The method
                 selected will be applied to all Employees covered under the
                 Plan.

                  (a)      [X]      On the basis of actual hours for which an
                                    Employee is paid or entitled to payment.

                  (b)      [ ]      On the basis of days worked. An Employee
                                    will be credited with ten (10) Hours of
                                    Service if under Paragraph 1.31 of the Plan
                                    such Employee would be credited with at
                                    least one (1) Hour of Service during the
                                    day.

                  (c)      [ ]      On the basis of weeks worked. An Employee
                                    will be credited with forty-five (45) Hours
                                    of Service if under Paragraph 1.31 of the
                                    Plan such Employee would be credited with
                                    at least one (1) Hour of Service during the
                                    week.


                                     - 4 -
<PAGE>


(D)      ELIGIBILITY FOR PARTICIPATION (continued)

                  (d)      [ ]      On the basis of semi-monthly payroll
                                    periods. An Employee will be credited with
                                    ninety-five (95) Hours of Service if under
                                    Paragraph 1.31 of the Plan such Employee
                                    would be credited with at least one (1)
                                    Hour of Service during the semi-monthly
                                    payroll period.

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

         (7)      The Entry Date will be:

                  (a)      [ ]      an Anniversary Date of the Plan.

                  (b)      [ ]      semi-annually, i.e., an Anniversary Date or
                                    the first day of the sixth month following
                                    an Anniversary Date.

                  (c)      [ ]      quarterly, i.e., an Anniversary Date or the
                                    first day of the third, sixth, or ninth
                                    month following an Anniversary Date.

                  (d)      [X]      the first day of any calendar month.

(E)      COMPENSATION (Paragraph 1.14)

         (1)      Compensation will mean all of each Participant's:

                  (a)      (i)      [ ]      Compensation required to be
                                             reported under Code Sections 6041
                                             and 6051 (Wages, Tips, and Other
                                             Compensation on Form W-2).

                           (ii)     [X]      Wages as defined in Code Section
                                             3401(a).

                           (iii)    [ ]      415 safe-harbor compensation.

                           (iv)     [ ]      Total compensation as defined in
                                             Treas. Reg. ss. 1.415-2(d)(1) and
                                             (2).

                  (b)      The definition selected above shall exclude the
                           following items (even if includible in gross
                           income): reimbursements or other expense allowances,
                           fringe benefits (cash and noncash), moving expenses,
                           and welfare benefits.

                           [X] yes  [ ] no


                                     - 5 -
<PAGE>


(E)      COMPENSATION (continued)

                  (c)      (i)      [ ]      The definition selected in (a) and
                                             (b) above will apply to integrated
                                             contributions, the operation of
                                             the ADP and ACP tests and the
                                             minimum contribution in a
                                             top-heavy plan. However, for all
                                             other Plan purposes, including
                                             forfeiture allocation,
                                             Compensation will mean all of each
                                             Participant's Regular or Base
                                             Salary or Wages including:

                                             [ ]      bonuses
                                             [ ]      overtime
                                             [ ]      commissions
                                             [ ]      discretionary bonuses
                                             [ ]      none of the above

                           (ii)     [X]      Not applicable. The definition
                                             selected in (a) will apply for all
                                             Plan purposes.

                           NOTE: If (i) above is elected, the Compensation
                           percentage for the Highly Compensated Employees
                           cannot be greater than the Compensation percentage
                           for other Employees. The Compensation percentage for
                           a group of Employees may be calculated by averaging
                           the separately calculated Compensation ratios for
                           each Employee in the group. An Employee's
                           Compensation ratio is calculated by dividing the
                           Employee's Compensation under (c) by the Employee's
                           Compensation under (a).

         (2)      Compensation will:

                  [X]      include

                  [ ]      not include

                  Company contributions made pursuant to deferred salary
                  agreements which are not includible in the gross income of
                  the Employees under Code Sections 125, 402(e)(3), 402(h)(l)
                  or 403(b).

(F)      RETIREMENT (Part XIV)

         (1)      The Normal Retirement Date of a Participant will be:

                  (a)      [ ]      Age____________________ (not to exceed 65).

                  (b)      [ ]      The later of age ______ (not to exceed 65)
                                    or the _______ (not to exceed 5th)
                                    anniversary of the participation
                                    commencement date. The participation
                                    commencement date is the first day of the
                                    first plan year in which the Participant
                                    commences participation in the Plan.

                  (c)      [X[      Age 65 (not to exceed 65) and 5 (not to
                                    exceed 5th) anniversary of the commencement
                                    date of service with the Employer.

                  NOTE: The Normal Retirement Date, as elected above, may not
                  exceed any mandatory retirement age enforced by the Company.


                                     - 6 -
<PAGE>


(F)      RETIREMENT (continued)

         (2)      The Early Retirement Date of a Participant will be:

                  (a)      [ ]      None.

                  (b)      [ ]      The first day of any calendar month after
                                    his ______ birthday.

                  (c)      [X]      The first day of any calendar month after
                                    his 55 birthday and his completion of:

                                    (i)      4 Years of Service.

                                    (ii)     _______ Years of Service following
                                             commencement of participation.

                  (d)      [ ]      The first day of any calendar month after
                                    his completion of:

                                    (i)      _______ Years of Service.

                                    (ii)     _______ Years of Service following
                                             commencement of participation.

         (3)      The Disability Retirement Date of a Participant will be:

                  (a)      [ ]      None.

                  (b)      [ ]      The first day of any calendar month after
                                    his ____ birthday.

                  (c)      [ ]      The first day of any calendar month after
                                    his ____ birthday and his completion of
                                    ______ Years of Service.

                  (d)      [X]      The first day of any calendar month.

          (4)     Determination of Disability:

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

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

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

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

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


                                     - 7 -
<PAGE>

(F)      RETIREMENT (continued)

         (5)      Benefit Option

                  Continuation of retired Participant's Account until the first
                  day of April following the calendar year in which the retired
                  Participant attains age 70 1/2 is:

                  [X]      Permitted.

                  [ ]      Not Permitted.

                 If permitted under (M)(1), the retired Participant's account
                 balance will be invested in accordance with the Participant's
                 direction as permitted under the Plan.

(G)      ELECTIVE DEFERRALS (Paragraph 1.20)

         For each Plan Year the Company will make available the following
         amounts to the Plan:

          (1)     [X]      Deferred Salary - An amount not to exceed 15% of a
                           Participant's Compensation pursuant to a Deferred
                           Salary Agreement.

                           (a)      A Participant may elect to commence
                                    Elective Deferrals as of his Entry Date or
                                    any other date thereafter elected below:

                           [ ]      the first day of the Plan Year.

                           [X]      the first day of any month.

                           [ ]      ________________________________________.

                           Such election will become effective as soon as
                           administratively feasible thereafter.

                  (b)      A Participant's election to have Elective Deferrals
                           made pursuant to a Deferred Salary Agreement will
                           remain in effect until modified or terminated. A
                           Participant may modify the amount of Elective
                           Deferrals as of:

                           [ ]      the first day of the Plan Year.

                           [X]      the first day of any month.

                           [ ]      _________________________________________.

                           Such election will become effective as soon as
                           administratively feasible thereafter.


                                     - 8 -
<PAGE>


(G)      ELECTIVE DEFERRALS (continued)

         (2)      [ ]      Deferred Bonus - An amount under this Plan of:

                           [ ]      _____% of Compensation of each Participant.

                           [ ]      A uniform percentage of the Compensation of
                                    each Participant, which the Company, in its
                                    sole discretion, determines.

                           [ ]      A percentage of Compensation of a
                                    Participant, which the Company, in its sole
                                    discretion, determines.

                           A Participant will be afforded a reasonable period
                           to elect to defer all, part or none of the amount
                           described above. Such election will become effective
                           as soon as administratively feasible thereafter.

         (3)      [ ]      Elective Deferrals will not be contributed to the
                           Plan. The Plan is a profit-sharing plan only,
                           without a 401(k) feature.

(H)      COMPANY QUALIFIED NONELECTIVE CONTRIBUTIONS (Paragraph 1.13)

         (1)      The Company [ ] will  [X] will not make Qualified Nonelective
                  Contributions to the Plan. If the Company does make such
                  contributions to the Plan, then the amount of such
                  contributions for each Plan Year will be:

                  (a)      [ ]      _______% (not to exceed 15 percent) of the
                                    Compensation of all Participants eligible
                                    to share in the allocation.

                  (b)      [ ]      _______% of the net profits, but in no
                                    event more than $ ______ for any Plan Year.

                  (c)      [ ]      An amount determined by the Company.

          (2)     (a)      Allocation of Company Qualified Nonelective
                           Contributions will be made to the accounts of:

                           [ ]      All Participants.

                           [ ]      All non-Highly Compensated Participants.

                  (b)      Allocation of Company Qualified Nonelective
                           Contributions will be made:

                           [ ]      In the ratio in which each Participant's
                                    Compensation for the Plan Year bears to the
                                    total Compensation of all Participants for
                                    such Plan Year.

                           [ ]      In the ratio in which each Participant's
                                    Compensation not in excess of $ ______ for
                                    the Plan Year bears to the total
                                    Compensation of all Participants not in
                                    excess of $ ______ for such Plan Year.

                           [X]      Not Applicable. No Company Qualified
                                    Nonelective Contributions will be made.


                                     - 9 -
<PAGE>


(I)      COMPANY MATCHING AND COMPANY QUALIFIED MATCHING CONTRIBUTIONS
         (Paragraphs 1.10 and 1.12)

         (1)      The Company will:

                  (a)      [X]      Make Company Matching Contributions to the
                                    Plan.

                  (b)      [ ]      Make Company Qualified Matching
                                    Contributions to the Plan.

                  (c)      [ ]      Not make any Company Matching or Qualified
                                    Matching Contributions to the Plan.

         (2)      The Formula for determining the Company Matching or Qualified
                  Matching Contribution will be:

                  (a)      [ ]      FIXED PERCENTAGE - An amount equal to the
                                    percentages of the Elective Deferrals and
                                    Participant Matched Contributions
                                    designated below, the total contribution
                                    not to exceed the lesser of $___________
                                    or _____% of Compensation.


<TABLE>
<CAPTION>
                       ELECTIVE DEFERRALS AND
                  PARTICIPANT MATCHED CONTRIBUTION            PERCENTAGE MATCH
                  --------------------------------            ----------------

                  <S>                                         <C>
                  up to 1% of Compensation                     _______________
                  over 1% up to 2% of Compensation             _______________
                  over 2% up to 3% of Compensation             _______________
                  over 3% up to 4% of Compensation             _______________
                  over 4% up to 5% of Compensation             _______________
                  over 5% up to 6% of Compensation             _______________
                  over 6% up to 7% of Compensation             _______________
                  over 7% up to 8% of Compensation             _______________
                  over 8% up to 9% of Compensation             _______________
                  over 9% up to 10% of Compensation            _______________
                  over 10% of Compensation                     _______________
</TABLE>

                  (b)      [X]      DISCRETIONARY PERCENTAGE MATCH - An amount
                                    between the minimum and maximum percentages
                                    designated below of the Elective Deferrals
                                    and Participant Matched Contributions. The
                                    actual percentage will be determined by the
                                    Company prior to the beginning of each Plan
                                    Year, the total contribution not to exceed
                                    the lesser of $ _____ or 8% of Compensation.


<TABLE>
<CAPTION>
                       ELECTIVE DEFERRALS AND
                  PARTICIPANT MATCHED CONTRIBUTION            PERCENTAGE MATCH
                  --------------------------------            ----------------

                  <S>                                         <C>
                  up to 1% of Compensation                       0% to 100%
                  over 1% up to 2% of Compensation               0% to 100%
                  over 2% up to 3% of Compensation               0% to 100%
                  over 3% up to 4% of Compensation               0% to 100%
                  over 4% up to 5% of Compensation               0% to 100%
                  over 5% up to 6% of Compensation               0% to 100%
                  over 6% up to 7% of Compensation               0% to 100%
                  over 7% up to 8% of Compensation               0% to 100%
                  over 8% up to 9% of Compensation                  to
                  over 9% up to 10% of Compensation                 to
                  over 10% of Compensation                          to
</TABLE>


                                     - 10 -
<PAGE>


(I)      COMPANY MATCHING AND COMPANY QUALIFIED MATCHING CONTRIBUTIONS
         (continued)

                  (c)      [ ]      GRADUATED MATCH - An amount equal to a
                                    specified percentage of the Elective
                                    Deferrals and Participant Matched
                                    Contributions, the total contribution not
                                    to exceed the lesser of $ ______ or ______%
                                    of Compensation. The specified percentage
                                    will vary with the Years of Service
                                    credited to the Participant as follows:


<TABLE>
<CAPTION>
                                      YEAR OF SERVICE                    PERCENTAGE MATCH

                                      <S>                                <C>
                                               1                             _____%
                                               2                             _____%
                                               3                             _____%
                                               4                             _____%
                                               5                             _____%
                                               6                             _____%
                                               7                             _____%
                                               8                             _____%
                                               9                             _____%
                                          10 or more                         _____%
</TABLE>

                                    NOTE: If a Graduated Match is elected, this
                                    contribution must satisfy all applicable
                                    nondiscrimination requirements.

(J)      PARTICIPANT CONTRIBUTIONS (Paragraphs 1.38 and 1.39)

         (1)      Participant Matched Contributions:

                  (a)      [ ]      Will be accepted by the Plan if the
                                    Participant elects to make such a
                                    contribution, of no more than ______ % of
                                    the Participant's Compensation.

                  (b)      [X]      None

                  (c)      [ ]      Will be required as a:

                                    [ ]      condition of employment

                                    [ ]      condition of participation

                           The amount that a Participant must contribute is:

                           (i)      [ ]      an amount equal to _______% of the
                                             Participant's Compensation.

                           (ii)     [ ]      _____ cents per hour worked by the
                                             Participant.

                           (iii)    [ ]      a flat dollar amount of $_________
                                             per Plan Year, due ratably each
                                             pay period.

                  These contributions [ ] may [ ] may not be suspended by the
                  Participant. No Company Matched Contribution will be
                  allocated on behalf of a Participant during a time period in
                  which he suspends his contribution.


                                     - 11 -
<PAGE>


(J)      PARTICIPANT CONTRIBUTIONS (continued)

         (2)      Participant Nondeductible Voluntary Contributions:

                  (a)      [X]      Not Permitted

                  (b)      [ ]      Plan has frozen Participant Nondeductible
                                    Voluntary Contributions. Ongoing
                                    Participant Nondeductible Voluntary
                                    Contributions not permitted.

                  (c)      [ ]      Plan permits an amount equal to a
                                    percentage of the Participant's
                                    Compensation elected by him which is not
                                    more than ____ % (not to exceed 10 percent).

(K)      COMPANY PROFIT-SHARING CONTRIBUTIONS (Paragraph 1.11)

         (1)      (a)      The Company:

                           (i)      [X]      May make Company Profit-Sharing
                                             Contributions for any Plan Year at
                                             its discretion.

                           (ii)     [ ]      Will not make any Company
                                             Profit-Sharing Contributions to
                                             the Plan.

                  (b)      Company Profit-Sharing Contributions for any Plan
                           Year will be allocated to the Accounts of all
                           Participants except:

                           (i)      [ ]      Those Participants who have not
                                             been credited with 1000 or more
                                             Hours of Service during the Plan
                                             Year.

                           (ii)     [ ]      Those Participants whose
                                             employment with the Company
                                             terminated prior to the end of the
                                             Plan Year will not share in
                                             contributions allocated after the
                                             date of Termination of Employment.

                           (iii)    [X]      No exceptions.

                           NOTE 1: If (i) or (ii) above are elected,
                           contributions cannot be made more frequently than
                           annually.

                           NOTE 2: A zero dollar allocation to a Participant
                           under (1)(b)(ii) may result in prohibited
                           discrimination in favor of Highly Compensated
                           Employees and thereby disqualify the Plan. See Rev.
                           Rul. 76-250.

                  (c)      Notwithstanding (K)(1)(b)(i) or (ii), if a
                           Participant terminates employment due to death,
                           disability or retirement, Company Profit-Sharing
                           Contributions [ ] will [ ] will not be allocated to
                           the Participant in that Plan Year.


                                     - 12 -
<PAGE>


         (2)      For Non-Integrated Plans: Company Profit Sharing
                  Contributions, for the Plan Year, will be allocated to each
                  Participant's Account as follows:

                  (a)      [ ]      ____% of Compensation for each Participant.

                  (b)      [ ]      The ratio which a Participant's
                                    Compensation bears to the total
                                    Compensation of all Participants
                                    (calculated to the nearest dollar).

                  (c)      [ ]      The ratio which the units allocated to a
                                    Participant bear to the total units
                                    allocated to all Participants, with one
                                    unit allocated for each $100 of
                                    Compensation and [ ] no units [ ] one unit
                                    [ ] two units for each completed Year of
                                    Service.

                                    NOTE: If this method is elected, this
                                    contribution must satisfy all applicable
                                    nondiscrimination requirements.

                  (d)      [X]      Not Applicable. The Plan is integrated.

         (3)      For Integrated Plans: Company Profit Sharing Contributions,
                  for the Plan Year, will be allocated to each Participant's
                  Account as follows:

                  (a)      (i)      [X]      Based on the provisions of
                                             Paragraph 4.7, with the initial
                                             contribution amount determined by
                                             the Company prior to the end of
                                             the Plan Year.

                           (ii)     [ ]      Based on the provisions of
                                             Paragraph 4.7, except that the
                                             limit of Compensation in the first
                                             step will be ____ % (an amount not
                                             in excess of the profit-sharing
                                             permitted disparity rate).

                                             NOTE: If this integrated
                                             contribution is to be used as the
                                             top-heavy minimum contribution,
                                             the percentage selected cannot be
                                             lower than 3%.

                           (iii)    [ ]      Not Applicable. The Plan is
                                             non-integrated.

                  (b)      The integration level is equal to:

                           (i)      [X]      The Taxable Wage Base in effect on
                                             the first day of the Plan Year. It
                                             is the maximum amount of earnings
                                             which may be considered wages for
                                             such year under Code Section
                                             3121(a)(1).

                           (ii)     [ ]      $__________________ (a dollar
                                             amount less than the Taxable Wage
                                             Base).

                           (iii)    [ ]      ______% of the Taxable Wage Base
                                             (not to exceed 100%).

                           (iv)     [ ]      Not Applicable. Plan is
                                             non-integrated.


                                     - 13 -
<PAGE>


(L)      FORFEITURES (Paragraph 13.2)

         (1)      All forfeitures will be:

                  (a)      [ ]      Applied first to reduce expenses related to
                                    the administration of the Plan and then to
                                    reduce Company contributions to the Plan.
                                    (Elect this if any plan expenses will be
                                    billed to the Company.)

                  (b)      [X]      Applied to reduce Company contributions to
                                    the Plan. (Elect this if plan expenses will
                                    be deducted from Participant accounts.)

                  (c)      [ ]      Reallocated among Participants in the ratio
                                    that the Compensation of each Participant
                                    bears to the total Compensation of all
                                    Participants.

                  (d)      [ ]      Not Applicable. The Plan has 100% immediate
                                    vesting.

                  NOTE: Amounts forfeited by Highly Compensated Employees as a
                  result of Excess Aggregate Contributions will only be applied
                  under (a) or (b).

         (2)      If forfeitures will be reallocated in (1)(c) above for any
                  Plan Year, the allocation will be made to Accounts of all
                  Participants except:

                  (a)      [ ]      Those Participants who have not been
                                    credited with 1000 or more Hours of Service
                                    during the Plan Year.

                  (b)      [ ]      Those Participants whose employment with
                                    the Company terminated prior to the end of
                                    the Plan Year will not share in forfeitures
                                    allocated after the date of Termination of
                                    Employment.

                  (c)      [ ]      No exceptions.

         (3)      Notwithstanding (L)(2)(a) or (b), if a Participant terminates
                  employment due to death, disability or retirement,
                  forfeitures [ ] will [ ] will not be allocated to the
                  Participant in that Plan Year.

         (4)      If more than one Company adopts the Plan, and forfeitures
                  will be reallocated in (1)(c) above for any Plan Year:

                  (a)      [ ]      The allocation will be made to the Accounts
                                    of the remaining Participants of the
                                    Company in which the forfeiting Participant
                                    was employed.

                  (b)      [ ]      The allocation will be made to all
                                    Participant Accounts of companies who are
                                    members of an affiliated or controlled
                                    group.

                  (c)      [X]      Not applicable. This Plan has been adopted
                                    by a single employer.


                                     - 14 -
<PAGE>


(M)      INVESTMENT ALLOCATION AND PROFIT REQUIREMENT (Paragraphs 4.10, 4.12
         and 6.4)

         (1)      Investment allocation instructions will be made by the:

                  (a)      [ ]      Administrator

                  (b)      [X]      Participant

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

          Note: Investment rights granted to Participants under Paragraph 6.4
          may be suspended by the Company by providing prior written notice to
          such affected Participants and the Insurance Company. Upon such
          notice, the Company or trustees, if applicable, shall control the
          investment of plan assets within the Participants' Accounts in
          accordance with their fiduciary obligations until such time as
          subsequent written notice is provided to the Participants and the
          Insurance Company specifying that Participants shall designate in
          writing the investment funds in which contributions are to be
          invested.

          (2)     Rollover contributions will be invested:

                  (a)      [ ]      The same as all other contributions in the
                                    Plan.

                  (b)      [ ]      The same as Participant Contributions and
                                    Elective Deferrals.

                  (c)      [ ]      The same as Company Matching and Company
                                    Profit-Sharing Contributions.

                  (d)      [X]      By a separate election of the Participant.

                  (e)      [ ]      Not applicable. Plan does not accept
                                    rollover contributions.

          (3)     The Company will make contributions to the Plan based on
                  current or accumulated earnings and profits for the taxable
                  year or years ending with or within the Plan Year.

                  [X]  Yes          [ ]  No

                  Contributions will be made from:

                  [ ]      current profits only.

                  [X]      current and accumulated profits.

(N)      POLICIES [ ] will [ ] will not be purchased under the Plan. If
         Policies will be purchased at the request of a Participant, the
         premium for the Policies will be paid with: (Paragraph 7.1)

         (1)      [ ]      Elective Deferrals

         (2)      [ ]      Company Matching Contributions

         (3)      [ ]      Company Profit-Sharing Contributions


                                     - 15 -
<PAGE>


(O)      IN-SERVICE WITHDRAWALS (Part X)

         (1)      Participant Contributions - The Participant may withdraw:

                  (a)      [ ]      His separate account attributable to
                                    Participant Nondeductible Voluntary
                                    Contributions.

                  (b)      [ ]      His separate account attributable to
                                    Participant Matched Contributions.

                  (c)      [ ]      No withdrawals permitted.

                  (d)      [X]      Not Applicable. No Participant
                                    contributions are permitted in Plan.

         (2)      Rollover Contributions - The Participant may withdraw his
                  separate account attributable to Rollover Contributions.

                  [X]  Yes          [ ]  No           [ ]  Not Applicable

                  If "Yes," withdrawal restrictions will be as follows:

                  (a)      [ ]      Same restrictions as Company contributions
                                    in (O)(3)(a).

                  (b)      [ ]      Same restrictions as Elective Deferrals in
                                    (O)(3)(b) and (c).

                  (c)      [X]      No restrictions.

         (3)      Company Contributions - If withdrawal of all Participant
                  contributions and the earnings attributable to them is
                  permitted in (O)(1), or if no Participant contributions are
                  allowed in the Plan, the Participant may withdraw:

                  (a)      [X]      The vested portion of the Participant's
                                    Account attributable to Company Matching
                                    Contributions and Company Profit-Sharing
                                    Contributions (only in a non-integrated
                                    plan). Participants may only withdraw this
                                    portion if:

                           (i)      [ ]      The Participant has 5 or more
                                             years of Plan participation.

                                    [ ]      The Company contributions and
                                             their earnings have been in the
                                             Plan for at least two years.

                                    [ ]      Amended/Restated Plans: The
                                             Participant has 5 or more years of
                                             Plan participation. However, if
                                             the Participant was employed on
                                             the Amendment Date, the
                                             Participant may withdraw the
                                             Company Contributions and their
                                             earnings that have accrued up
                                             until the Amendment Date after
                                             they have been in the
                                             Participant's Account for at least
                                             two years.

                                             NOTE: Only one or no election may
                                             be made in (i).

                           (ii)     [X]      The withdrawal is based on
                                             financial hardship as defined by
                                             Paragraph 10.3 notwithstanding any
                                             of the restrictions elected above.


                                     - 16 -
<PAGE>


(O)      IN-SERVICE WITHDRAWALS (continued)

                           (iii)    [X]      The withdrawal is based on the
                                             Participant attaining age 59 1/2
                                             notwithstanding any of the
                                             restrictions elected above.

                           (iv)     [ ]      The election under (i) [ ] will
                                             [ ] will not apply to (ii) and
                                             (iii) above.

                  (b)      [X]      Any amount not in excess of the sum of the
                                    Participant's Elective Deferrals:

                                    [X]      excluding

                                    [ ]      including

                                    pre-1989 earnings based on financial
                                    hardship as defined in Paragraph 10.3.

                  (c)      [X]      The portion of the Participant's Account
                                    attributable to:

                                    [X]      Elective Deferrals
                                    [ ]      Company Qualified Matching
                                             Contributions
                                    [ ]      Company Qualified Nonelective
                                             Contributions

                                    based on the Participant's attainment of
                                    age 59 1/2.

                  (d)      [ ]      Company Contributions cannot be withdrawn.

                  NOTE: If (a), (b), or (c) is elected, (d) should not be
                  elected.

         (4)      Suspension - If Company contributions may be withdrawn in
                  (O)(3)(a), will the Participant, upon withdrawal, forfeit the
                  right to future Company Matching Contributions or Company
                  Profit-Sharing Contributions (in a non-integrated plan) for
                  12-consecutive months beginning from the date of withdrawal?

                           [X]  Yes     [ ]  No      [ ]  Not Applicable

                  NOTE: Notwithstanding the elections made in this Section, a
                  Participant who has attained age 70 1/2 may withdraw all or a
                  portion of his vested account balance.

(P)      LOANS (Part XI)

         (1)      Loans [X] will [ ] will not be permitted to Participants. A
                  Participant may have up to 2 (not to exceed 5) loan(s)
                  outstanding at any one time.

         (2)      The Repayment Period for loans to purchase a principal
                  residence [X] can [ ] cannot exceed 5 years.


                                     - 17 -
<PAGE>


(Q)      SPECIAL TOP-HEAVY ELECTIONS (Paragraph 16.2)

         (1)      If Employees Participate in Multiple Plans of the Company: If
                  the Company maintains one or more plans in addition to this
                  Plan and if one or more Employees participate in this Plan
                  and in another plan, the minimum top-heavy contribution or
                  benefit will be determined as follows:

                  (a)      [ ]      a Minimum Contribution will be made to this
                                    Plan of:

                                    (i)      [ ]      3% of Compensation (for
                                                      Participants in defined
                                                      contribution plans only).

                                    (ii)     [ ]      5% of Compensation (for
                                                      Participants in this Plan
                                                      and in an active or
                                                      defined benefit plan or a
                                                      defined benefit plan that
                                                      has terminated within
                                                      five years of the
                                                      Determination Date).

                  (b)      [ ]      the Minimum Contribution or benefit will be
                                    satisfied by the Plan named hereafter:
                                    _________________________.

                  (c)      [X]      Not Applicable. Company has only this Plan
                                    and has not maintained a defined benefit
                                    plan within five years of the Determination
                                    Date.

         (2)      Maximum Defined Contribution and Defined Benefit Fractions:
                  If the Plan becomes top-heavy, the dollar limitation factor
                  in the denominators of the Defined Benefit Fraction and
                  Defined Contribution Fraction is computed by substituting a
                  factor of 1.0 for 1.25. The dollar limitation factor can be
                  restored under this Plan to 1.25 by electing one of the
                  following options. This election will be effective in any
                  year in which the top-heavy ratio is more than 60 percent but
                  not more than 90 percent. (Paragraphs 5.8(a) and 5.8(c))

                  (a)      [ ]      the Minimum Contribution under this Plan
                                    will be 4 percent of Compensation (if
                                    additional benefits are provided under this
                                    Plan and the defined benefit plan of the
                                    Company).

                  (b)      [ ]      the Minimum Contribution under this Plan
                                    will be: 7 1/2 percent of Compensation for
                                    Participants entitled to minimum benefits
                                    under both this Plan and the Company's
                                    defined benefit plan, and 4 percent of
                                    Compensation for Participants who are not
                                    entitled to minimum benefits under the
                                    defined benefit plan.

                  (c)      [ ]      Other (specify) __________________________.

                  (d)      [X]      Not Applicable. Company does not have an
                                    active or terminated defined benefit plan.

         (3)      The Company may set forth in the space provided below any
                  provisions to override Plan provisions in order to comply
                  with the rules regarding required aggregation of multiple
                  plans under Code Sections 415 and 416.


                                     - 18 -
<PAGE>


(R)      VESTING (Part IX)

         Prior to retirement or Plan termination, the value of a Participant's
         Account attributable to Company Matching and Company Profit-Sharing
         Contributions is as follows: (Select one option each under (1) and (2)
         below.) (Paragraphs 9.2 and 16.4)

         (1)      Regular Vesting Schedule.

                  (a)      [ ]      100%

                  (b)      [ ]      100% upon completion of ___ Years of Service
                                    (not more than 5).

                  (c)      [X]      25% after 1 Year of Service
                                    50% after 2 Years of Service
                                    75% after 3 Years of Service
                                    100% after 4 Years of Service
                                    % after 5 Years of Service
                                             (no less than 100%)

                  (d)      [ ]      _____% after 1 Year of Service
                                    _____% after 2 Years of Service
                                    _____% after 3 Years of Service
                                             (no less than 20%)
                                    _____% after 4 Years of Service
                                             (no less than 40%)
                                    _____% after 5 Years of Service
                                             (no less than 60%)
                                    _____% after 6 Years of Service
                                             (no less than 80%)
                                    _____% after 7 or more Years of Service
                                             (no less than 100%)

                  (e)      [ ]      Not applicable. No Company contributions
                                    will be made to this Plan.

         (2)      Top-Heavy Vesting Schedule.

                  During and subsequent to the first Plan Year for which the
                  Plan is a Top-Heavy Plan, the following vesting schedule will
                  apply notwithstanding the vesting schedule elected in Section
                  (R)(1). (Paragraph 16.4)

                  (a)      [ ]      100%

                  (b)      [ ]      _____% after 1 Year of Service
                                    _____% after 2 Years of Service
                                    _____% after 3 Years of Service
                                             (no less than 100%)


                                     - 19 -
<PAGE>


(R)      VESTING (continued)

                  (c)      [X]      25% after 1 Year of Service
                                    50% after 2 Years of Service
                                             (no less than 20%)
                                    75% after 3 Years of Service
                                             (no less than 40%)
                                    100% after 4 Years of Service
                                             (no less than 60%)
                                    % after 5 Years of Service
                                             (no less than 80%)
                                    % after 6 or more Years of Service
                                             (no less than 100%)

                  (d)      [ ]      Not Applicable. Plan's schedule elected in
                                    (R)(1) has the same or more rapid vesting
                                    than the above schedules.

         (3)      For purposes of this Section, "Years of Service" will not
                  include: (Paragraph 9.3)

                  (a)      [ ]      Years of Service before age 18.

                  (b)      [ ]      Years of Service during a period for which
                                    the Employee made no Participant Matched
                                    Contributions, if required by Section
                                    (J)(1)(c).

                  (c)      [ ]      Years of Service before the Company
                                    maintained this Plan or a predecessor plan.

(S)      Participant's Account Upon TERMINATION OF EMPLOYMENT (Paragraph 12.3)

         (1)      Benefit Options:

                  OPTION A -

                           (a)      Continuation of Account. If permitted under
                                    (M)(1), the Participant's vested interest
                                    will be invested in accordance with the
                                    Participant's direction as permitted under
                                    the Plan.

                           (b)      Continuation of terminated Participant's
                                    Account until the first day of April
                                    following the calendar year in which the
                                    terminated Participant attains age 70 1/2
                                    is:

                                    [ ]      Permitted

                                    [X]      Not Permitted

                  OPTION B - Deferred Annuity.

                  OPTION C - One-Sum Cash Distribution is:

                           (a)      [X]      Permitted immediately upon
                                             Termination of Employment of a
                                             Participant.

                           (b)      [ ]      Permitted 12 months following the
                                             date on which the Participant
                                             terminates employment.


                                     - 20 -
<PAGE>


(S)      Participant's Account Upon TERMINATION OF EMPLOYMENT (continued)

                           (c)      [ ]      Permitted only for distribution of
                                             Participant Nondeductible
                                             Voluntary Contributions and
                                             Elective Deferrals, if any.

                  OPTION D - Immediate installment payments are:

                                    [X]      Permitted

                                    [ ]      Not Permitted

                  OPTION E - Direct Rollover.

                  NOTE: If the vested Participant's Account is $3,500 or less,
                  the entire vested Participant's Account will be distributed
                  with or without the Participant's consent.

         (2)      Forfeiture Restoration (Paragraph 12.5):

                  A reinstated Participant must repay the full amount
                  distributed to him attributable to Company contributions at
                  Termination of Employment prior to restoration of any
                  forfeited nonvested Account balance.

                  [X] Yes  [ ] No  [ ] Not Applicable. Plan provides immediate
                                       100% vesting.

(T)      LIMITATION ON ALLOCATING CONTRIBUTIONS (Paragraphs 5.5 and 5.6)

         This Section will apply if the Company maintains or ever maintained
         another qualified plan in which any Participant in this Plan is (or
         was) a Participant or could become a Participant. It also applies if
         the Company maintains a welfare benefit fund, as defined in Code
         Section 419(e) or an individual medical account, as defined in Code
         Section 415(l)(2), under which amounts are treated as Annual Additions
         with respect to any Participant in this Plan.

         (l)      If the Participant is covered under another qualified defined
                  contribution plan maintained by the Company, other than a
                  master or Prototype plan:

                  (a)      [ ]      Annual Additions under this Plan will be
                                    reduced until the plans satisfy the Maximum
                                    Permissible Amount limit.

                  (b)      [ ]      The Annual Additions under the other
                                    plan(s) will be reduced until the plans
                                    satisfy the Maximum Permissible Amount
                                    limit.

                                    (Name of Plan) ___________________________.

                  (c)      [ ]      The provisions of Paragraph 5.5 will apply
                                    as if the other plan were a master or
                                    Prototype plan.

                  (d)      [ ]      Other method of limiting Annual Additions
                                    (describe below).

                                    ___________________________________________

                                    ___________________________________________


                                     - 21 -
<PAGE>


(T)      LIMITATION ON ALLOCATING CONTRIBUTIONS (continued)

                  (e)      [X]      Not Applicable. Company has only this Plan.

         (2)      If the Participant is or has ever been a Participant in a
                  defined benefit plan maintained by the Company:

                  (a)      [ ]      The Annual Additions will be limited to
                                    this and/or other qualified defined
                                    contribution plans for the Limitation Year
                                    so that the sum of the Defined Contribution
                                    Fraction and the Defined Benefit Fraction
                                    does not exceed 1.0. (State which plan will
                                    be limited and describe below if limitation
                                    is not under this Plan.)

                                    ___________________________________________

                                    ___________________________________________

                  (b)      [ ]      The Projected Annual Benefit will be
                                    reduced in one or more of the qualified
                                    defined benefit plans so that the sum of
                                    the Defined Contribution Fraction and the
                                    Defined Benefit Fraction does not exceed
                                    1.0 as described below.

                                    ___________________________________________

                                    ___________________________________________

                  (c)      [ ]      The Annual Additions will be limited and
                                    the Projected Annual Benefit will be
                                    reduced as described below.

                                    ___________________________________________

                                    ___________________________________________

                  (d)      [X]      Not Applicable. Company does not maintain a
                                    defined benefit plan.

(U)      PRESENT VALUE OF ACCRUED BENEFITS (Paragraph 16.5)

         If the Company has maintained one or more qualified defined benefit
         plans for purposes of establishing present value to compute the
         top-heavy ratio, any benefit will be discounted only for mortality and
         interest based on the following:

         (l)      [ ]      Interest Rate  ______%     Mortality Rate  ______%

         (2)      [X]      Not Applicable. The Company never maintained a
                           defined benefit plan.


                                     - 22 -
<PAGE>


(V)      ADOPTION CONTINGENT ON IRS APPROVAL

         The opinion letter issued to MassMutual by the National Office of the
         Internal Revenue Service evidences the acceptability of the form of
         the Prototype Plan under Code Section 401. The adopting Company may
         not rely on an opinion letter issued by the National Office of the
         Internal Revenue Service as evidence that the Plan is qualified under
         Code Section 401. To obtain reliance with respect to plan
         qualification, the Company must apply to the appropriate Key District
         Office of the Internal Revenue Service for a determination letter.

         The adoption of the Plan and contributions thereto are subject to the
         condition that the Internal Revenue Service will determine that
         initially the Plan, as it relates to the undersigned Company, meets
         the requirements of the Internal Revenue Code and Regulations issued
         thereunder and, until the Company has received a favorable
         determination letter from the Internal Revenue Service, no Participant
         will have any vested interest in any equity created by contributions
         made by the Company. As soon as reasonably possible, after the
         execution of this Adoption Agreement, the Administrator will submit to
         the Internal Revenue Service the documents required to obtain a
         determination as to the qualified status of this Plan as it relates to
         the Company. Up on receipt of a determination letter, the
         Administrator will submit evidence thereof to the Insurance Company.

         Upon receipt of evidence that the Plan is not so qualified or if
         evidence is not received within one year after adoption of the Plan,
         or such longer period as may be agreed to by the Insurance Company,
         the Contract will be canceled and the Insurance Company will pay to
         the Company an amount equal to the value of the total of all the
         Participant's Accounts as determined by the Insurance Company in
         accordance with the terms of the Contract and Policies.

         This Adoption Agreement may be used only in conjunction with basic
         plan document #002, IRS Serial No. D365756a.

         Has the Company terminated another plan, including a cash or deferred
         arrangement within the last 12 months of the Effective Date of the
         Plan, making this Plan the successor plan as defined under Code
         Section 401(k) and the Regulations thereunder?

                  [ ] Yes           [X] No

         The Company is [X] incorporated [ ]unincorporated.

         Plan Serial Number is 001

         Company's Fiscal Year is: JANUARY 1ST to DECEMBER 31ST


                                     - 23 -
<PAGE>


The undersigned has consulted their own tax-counsel in completing this
document.

Signed this _________ day of __________________________________/___________ at

_______________________________________________________________________________


By:
   ---------------------------------
              Signature


   ---------------------------------
        Printed Name and Title

        Daleen Technologies, Inc.
   ---------------------------------
            Company Name

             36-3697952
   ---------------------------------
      Company's Employer I.D. No.

FOR PARTICIPATING EMPLOYERS ADOPTING THIS PLAN:


<TABLE>
<S>                                        <C>
By:                                        By:
   ---------------------------------          ---------------------------------
             Signature                                     Signature


   ---------------------------------          ---------------------------------
       Printed Name and Title                        Printed Name and Title


   ---------------------------------          ---------------------------------
            Company Name                                 Company Name


   ---------------------------------          ---------------------------------
     Company's Employer I.D. No.                  Company's Employer I.D. No.

By:                                        By:
   ---------------------------------          ---------------------------------
             Signature                                     Signature


   ---------------------------------          ---------------------------------
       Printed Name and Title                        Printed Name and Title


   ---------------------------------          ---------------------------------
            Company Name                                 Company Name


   ---------------------------------          ---------------------------------
     Company's Employer I.D. No.                  Company's Employer I.D. No.
</TABLE>


                                     - 24 -